Whitney Mary Anne 4

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.