HANSEN ERIC 4
4 · Waste Connections, Inc. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Waste Connections (WCN) SVP/CIO Eric Hansen Converts RSUs; Shares Withheld
What Happened
Eric Hansen, Senior Vice President and Chief Information Officer of Waste Connections (WCN), had restricted/share-based awards convert into common shares in mid-February 2026. A total of 4,582 derivative units converted into common stock on Feb 14–17, 2026. To satisfy withholding taxes, the company withheld 1,159 shares (tax withholding proceeds reported as $186,653), leaving Hansen with a net issuance of 3,423 shares. In addition, the filing reports two new awards of 2,087 units each granted on Feb 13, 2026 (subject to vesting/performance rules).
Key Details
- Transaction types and codes: M = exercise/conversion of derivative units (4,582 shares converted); F = shares withheld to satisfy tax withholding (1,159 shares withheld). A = new awards granted (2,087 + 2,087).
- Dates and per-share tax values used: Feb 14, 2026 (447 units; $0 exerc.; 133 shares withheld @ $160.26), Feb 16, 2026 (468 units; 132 shares withheld @ $160.26), Feb 17, 2026 (3,109 + 558 units; 758 + 136 shares withheld @ $161.28). Total tax-withheld value reported: $186,653.
- Net shares issued to insider after withholding: 3,423 shares (4,582 converted − 1,159 withheld).
- Grants: Two awards of 2,087 units reported on Feb 13, 2026. Footnotes indicate standard RSU vesting schedules and performance-based awards (vesting and final payout subject to time and performance).
- Filing timeliness: Form 4 filed Feb 18, 2026 for transactions between Feb 13–17, 2026 — appears to be filed on a timely basis (no late filing indicated).
- Source notes: F codes describe routine withholding for taxes and conversion upon vesting; F3/F7 describe performance-based awards with possible payout multiples (up to 250% of target).
Context
- This was not an open-market purchase or sale for investment gain but conversions/vestings of restricted and performance-based units. The withholding of shares to cover taxes is a routine, non-discretionary action (often called a cashless or net settlement for tax withholding).
- These items are standard executive compensation events and do not, by themselves, indicate a change in insider sentiment; purchases are generally more informative than routine vesting/conversions.
- The filing does not state total post-transaction holdings for Hansen in the provided excerpt.
Insider Transaction Report
- Exercise/Conversion
Common Shares
2026-02-14+447→ 15,917 total - Tax Payment
Common Shares
[F1]2026-02-14$160.26/sh−133$21,315→ 15,784 total - Exercise/Conversion
Common Shares
2026-02-16+468→ 16,252 total - Tax Payment
Common Shares
[F1]2026-02-16$160.26/sh−132$21,154→ 16,120 total - Exercise/Conversion
Common Shares
2026-02-17+3,109→ 19,229 total - Tax Payment
Common Shares
[F1]2026-02-17$161.28/sh−758$122,250→ 18,471 total - Exercise/Conversion
Common Shares
2026-02-17+558→ 19,029 total - Tax Payment
Common Shares
[F1]2026-02-17$161.28/sh−136$21,934→ 18,893 total - Award
Restricted Share Units
[F2]2026-02-13+2,087→ 2,087 totalExercise: $0.00→ Common Shares (2,087 underlying) - Award
Restricted Share Units
[F3]2026-02-13+2,087→ 2,087 totalExercise: $0.00→ Common Shares (2,087 underlying) - Exercise/Conversion
Restricted Share Units
[F4]2026-02-14−447→ 1,339 totalExercise: $0.00→ Common Shares (447 underlying) - Exercise/Conversion
Restricted Share Units
[F5]2026-02-16−468→ 937 totalExercise: $0.00→ Common Shares (468 underlying) - Exercise/Conversion
Restricted Share Units
[F6]2026-02-17−558→ 557 totalExercise: $0.00→ Common Shares (558 underlying) - Exercise/Conversion
Restricted Share Units
[F7]2026-02-17−3,109→ 0 totalExercise: $0.00→ Commons Shares (3,109 underlying)
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 5,217 (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.