Black Matthew Stephen 4
4 · Waste Connections, Inc. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Waste Connections SVP Matthew Black Converts RSUs; Shares Withheld
What Happened
- Matthew S. Black, Sr. VP & Chief Tax Officer of Waste Connections (WCN), had restricted share units (RSUs) and performance RSUs convert to common shares between Feb 14–17, 2026. A total of 11,444 shares were issued on conversion/vesting.
- To satisfy withholding tax obligations, 1,622 of those shares were withheld (reported as payments of tax liability), generating proceeds of $261,267. The conversions are reported as derivative exercises/conversions (code M) and the withholdings as tax payments (code F).
- These were vesting/conversion events tied to prior awards (including a performance-based award that vested at 139.5% of target per the filing), not open‑market purchases or discretionary sales.
Key Details
- Dates & prices:
- Feb 14, 2026: 529 shares converted; 157 shares withheld at $160.26 ($25,161).
- Feb 16, 2026: 645 shares converted; 166 shares withheld at $160.26 ($26,603).
- Feb 17, 2026: 4,425 + 793 shares converted; 1,078 + 221 shares withheld at $161.28 ($173,860 and $35,643).
- Shares issued on conversion/award: 11,444 total; shares withheld for taxes: 1,622; net new shares received ~9,822.
- Total proceeds reported from withheld shares (tax payment): $261,267.
- Notable footnotes:
- F1: Withheld shares satisfy withholding tax on RSU vesting.
- F2–F7: Describe timing/vesting schedules for RSU and performance-RSU awards; one performance award vested at 139.5% of target.
- Derivative entries reported as $0 reflect conversion of RSUs to common shares.
- Shares owned after the transactions were not specified in the provided summary.
- Filing date 2026-02-18 for transactions Feb 13–17, 2026 — filing appears timely (no late filing flag shown).
Context
- These transactions are routine equity compensation events: RSUs and performance RSUs converted to common shares and some shares were withheld to cover taxes (a common "cashless" or in‑kind tax withholding method). This is not an open‑market sale by the insider and does not necessarily indicate a change in sentiment.
Insider Transaction Report
Form 4
Black Matthew Stephen
Sr VP Chief Tax Officer
Transactions
- Exercise/Conversion
Common Shares
2026-02-14+529→ 38,786 total - Tax Payment
Common Shares
[F1]2026-02-14$160.26/sh−157$25,161→ 38,629 total - Exercise/Conversion
Common Shares
2026-02-16+645→ 39,274 total - Tax Payment
Common Shares
[F1]2026-02-16$160.26/sh−166$26,603→ 39,108 total - Exercise/Conversion
Common Shares
2026-02-17+4,425→ 43,533 total - Tax Payment
Common Shares
[F1]2026-02-17$161.28/sh−1,078$173,860→ 42,455 total - Exercise/Conversion
Common Shares
2026-02-17+793→ 43,248 total - Tax Payment
Common Shares
[F1]2026-02-17$161.28/sh−221$35,643→ 43,027 total - Award
Restricted Share Units
[F2]2026-02-13+2,526→ 2,526 totalExercise: $0.00→ Common Shares (2,526 underlying) - Award
Restricted Share Units
[F3]2026-02-13+2,526→ 2,526 totalExercise: $0.00→ Common Shares (2,526 underlying) - Exercise/Conversion
Restricted Share Units
[F4]2026-02-14−529→ 1,587 totalExercise: $0.00→ Common Shares (529 underlying) - Exercise/Conversion
Restricted Share Units
[F5]2026-02-16−645→ 1,288 totalExercise: $0.00→ Common Shares (645 underlying) - Exercise/Conversion
Restricted Share Units
[F6]2026-02-17−793→ 793 totalExercise: $0.00→ Common Shares (793 underlying) - Exercise/Conversion
Restricted Share Units
[F7]2026-02-17−4,425→ 0 totalExercise: $0.00→ Common Shares (4,425 underlying)
Holdings
- 121(indirect: Son)
Common Shares
- 121(indirect: Daughter)
Common Shares
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 6,315 (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
Matthew Black|2026-02-18