LITTLE JAMES 4

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.