Waste Connections, Inc.·4

Feb 18, 5:18 PM ET

LITTLE JAMES 4

4 · Waste Connections, Inc. · Filed Feb 18, 2026

Research Summary

AI-generated summary of this filing

Updated

Waste Connections Exec James Exercises/Converts RSUs, Sells Shares for Taxes

What Happened

  • Little James, Executive Vice President — Engineering at Waste Connections (WCN), had multiple restricted‑share/unit conversions and grants in mid‑February 2026. Between Feb 14–17, 2026 he converted/received a total of 7,580 derivative shares (exercises/conversions) and was awarded 7,473 restricted share units (RSUs) in two grants. To satisfy tax withholding on those vested/converted units, the issuer withheld/sold 2,087 shares on Feb 14–17, generating aggregate proceeds of $336,171 (individual withholding sales: 222 sh @ $160.26 = $35,578; 191 sh @ $160.26 = $30,610; 361 sh @ $161.28 = $58,222; 1,313 sh @ $161.28 = $211,761).

Key Details

  • Filing date: Feb 18, 2026. Period of report: Feb 13, 2026. Transactions occurred Feb 13–17, 2026.
  • Major entries: conversions/exercises (code M) and tax‑withholding sales (code F); grant/award entries (code A) for RSUs.
  • Prices for withheld/sold shares: $160.26 (Feb 14 & Feb 16) and $161.28 (Feb 17). Total proceeds from withheld shares: ~$336,171.
  • Shares owned after the transactions: not specified in the provided filing excerpt.
  • Notable footnotes:
    • F1: shares withheld by issuer to satisfy applicable tax withholding on vesting.
    • F4–F6: conversions on vesting of RSUs granted in 2023–2025 that vest over four years.
    • F7: a performance‑based RSU award (granted Feb 17, 2023) paid out at 139.5% of target after the 3‑year performance period.
  • No late‑filing flag indicated in the excerpt.

Context

  • These transactions primarily reflect vested RSUs/performance RSUs being converted into common shares and the issuer withholding a portion to cover taxes — a routine, administrative sale rather than an active market sell decision by the insider. The conversions and grants increase the insider’s equity exposure; the withheld shares are a cashless tax settlement.
  • Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (withholding); A = grant/award.

Insider Transaction Report

Form 4
Period: 2026-02-13
LITTLE JAMES
Executive VP Engineering
Transactions
  • Exercise/Conversion

    Common Shares

    2026-02-14+77131,536 total
  • Tax Payment

    Common Shares

    [F1]
    2026-02-14$160.26/sh222$35,57831,314 total
  • Exercise/Conversion

    Common Shares

    2026-02-16+78232,096 total
  • Tax Payment

    Common Shares

    [F1]
    2026-02-16$160.26/sh191$30,61031,905 total
  • Exercise/Conversion

    Common Shares

    2026-02-17+91632,821 total
  • Tax Payment

    Common Shares

    [F1]
    2026-02-17$161.28/sh361$58,22232,460 total
  • Exercise/Conversion

    Common Shares

    2026-02-17+5,11137,571 total
  • Tax Payment

    Common Shares

    [F1]
    2026-02-17$161.28/sh1,313$211,76136,258 total
  • Award

    Restricted Share Units

    [F2]
    2026-02-13+3,7373,737 total
    Exercise: $0.00Common Shares (3,737 underlying)
  • Award

    Restricted Share Units

    [F3]
    2026-02-17+3,7363,736 total
    Exercise: $0.00Common Shares (3,736 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F4]
    2026-02-147712,312 total
    Exercise: $0.00Common Shares (771 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F5]
    2026-02-167821,564 total
    Exercise: $0.00Common Shares (782 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F6]
    2026-02-17916916 total
    Exercise: $0.00Common Shares (916 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F7]
    2026-02-175,1110 total
    Exercise: $0.00Common Shares (5,111 underlying)
Holdings
  • Common Shares

    (indirect: By Spouse)
    13,807
Footnotes (7)
  • [F1]Represents shares withheld by the Issuer in satisfaction of the applicable withholding taxes due in connection with the vesting of restricted share units and delivery of the converted common shares.
  • [F2]Represents an award of restricted share units. The award shall vest 25% per year over a four-year period following the date of grant.
  • [F3]Represents an award of performance-based restricted share units. The target number of units is presented in the table. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the number of units that actually vest at the end of the three-year performance period will be 0% to 250% of the scheduled amount, depending on the extent to which the Issuer meets or exceeds certain performance goals at the end of each year during the performance period. The maximum number of units that may vest at the end of the three-year performance period is 9,340 (250% of the target number).
  • [F4]Represents the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on February 14, 2025 and vest in four equal annual installments. The common shares are reported in Table 1.
  • [F5]Represents the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on February 16, 2024 and vest in four equal annual installments. The common shares are reported in Table 1.
  • [F6]Represents the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on February 17, 2023 and vest in four equal annual installments. The common shares are reported in Table 1.
  • [F7]Represents the conversion upon vesting of a performance-based restricted share unit award into common shares of the Issuer. The award was granted on February 17, 2023 and contained performance goals that the Issuer achieved over the three-year performance period from January 1, 2023 to December 31, 2025. The number of earned award units that vested at the end of the three-year performance period, as determined by the Compensation Committee of the Issuer's Board of Directors, was 139.5% of the target number of shares subject to the award. The common shares are reported on Table 1.
Signature
James Little|2026-02-18

Documents

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