Whitney Mary Anne 4

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

Research Summary

AI-generated summary of this filing

Updated Feb 18, 2026

Waste Connections (WCN) CFO Whitney Converts RSUs; Shares Withheld

What Happened

Whitney Mary Anne, Executive Vice President & CFO of Waste Connections (WCN), recorded multiple restricted share unit (RSU) vestings/conversions and related tax-withholding transactions between Feb 13–17, 2026. Across Feb 14–17 she converted/received a total of 9,322 vested RSUs into common shares (reported as derivative exercises/conversions). To cover withholding taxes, 3,698 shares were withheld/disposed at prices of $160.26–$161.28, with a total withholding value of approximately $595,622.
Additionally, on Feb 13 she received two RSU awards totaling 9,407 units (awarded at $0), which are subject to the issuer’s multi-year vesting/performance rules described below. These actions are routine compensation-related transactions rather than open-market purchases or strategic insider sales.

Key Details

Transaction dates & prices:
- RSU awards granted (A): Feb 13, 2026 — 4,704 and 4,703 RSU awards (derivative awards, $0 per unit).
- Conversions/exercises (M): Feb 14–17, 2026 — total converted 9,322 RSUs into common shares (reported at $0 exercise price).
- Tax withholding/dispositions (F): Feb 14 ($160.26) — 403 shares / $64,585; Feb 16 ($160.26) — 373 shares / $59,777; Feb 17 ($161.28) — 2,478 shares / $399,652; Feb 17 ($161.28) — 444 shares / $71,608. Total withheld ~3,698 shares / ~$595,622.
Shares owned after the transactions: not specified in the filing.
Notable footnotes:
- F1: Shares were withheld by the issuer to satisfy tax withholding obligations on vesting.
- F2/F3: Awards include time‑vested RSUs (25% per year over 4 years) and a performance-based RSU award (target shown; actual payout 0–250%).
- F4–F6: Conversions reflect RSU awards from Feb 2023–2025 vesting installments.
- F7: A performance-based award granted Feb 17, 2023 vested at 139.5% of target for the 2023–2025 period.
Filing: Form 4 filed Feb 18, 2026 (reflecting activity Feb 13–17, 2026).

Context

These transactions are compensation-driven: RSUs vested/converted into common shares and a portion of those shares were withheld to satisfy tax obligations (transaction code F). That is a routine, administrative disposition rather than an open-market sale signaling a change in insider sentiment.
Transaction codes: M = exercise/conversion of derivative (RSU conversion), F = shares withheld for taxes, A = award/grant of RSUs.
For retail investors, purchases (open-market buys) tend to be more informative about insider conviction; vesting and tax-withholding events like these mainly reflect compensation mechanics.

Insider Transaction Report

Form 4

Period: 2026-02-13

Waste Connections, Inc.WCN

Whitney Mary Anne

Executive Vice President & CFO

Transactions

Exercise/Conversion
Common Shares
2026-02-14+952→ 56,893 total
Tax Payment
Common Shares
[F1]
2026-02-14$160.26/sh−403$64,585→ 56,490 total
Exercise/Conversion
Common Shares
2026-02-16+946→ 57,436 total
Tax Payment
Common Shares
[F1]
2026-02-16$160.26/sh−373$59,777→ 57,063 total
Exercise/Conversion
Common Shares
2026-02-17+6,296→ 63,359 total
Tax Payment
Common Shares
[F1]
2026-02-17$161.28/sh−2,478$399,652→ 60,881 total
Exercise/Conversion
Common Shares
2026-02-17+1,128→ 62,009 total
Tax Payment
Common Shares
[F1]
2026-02-17$161.28/sh−444$71,608→ 61,565 total
Award
Restricted Share Units
[F2]
2026-02-13+4,704→ 4,704 total
Exercise: $0.00→ Common Shares (4,704 underlying)
Award
Restricted Share Units
[F3]
2026-02-13+4,703→ 4,703 total
Exercise: $0.00→ Common Shares (4,703 underlying)
Exercise/Conversion
Restricted Share Units
[F4]
2026-02-14−952→ 2,857 total
Exercise: $0.00→ Common Shares (952 underlying)
Exercise/Conversion
Restricted Share Units
[F5]
2026-02-16−946→ 1,892 total
Exercise: $0.00→ Common Shares (946 underlying)
Exercise/Conversion
Restricted Share Units
[F6]
2026-02-17−1,128→ 1,128 total
Exercise: $0.00→ Common Shares (1,128 underlying)
Exercise/Conversion
Restricted Share Units
[F7]
2026-02-17−6,296→ 0 total
Exercise: $0.00→ Common Shares (6,296 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 11,757 (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

Mary Anne Whitney|2026-02-18

Documents

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