Netherton Susan 4

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

Research Summary

AI-generated summary of this filing

Updated Feb 18, 2026

Waste Connections (WCN) SVP Susan Netherton Converts RSUs; 1,770 Shares Withheld

What Happened

Susan Netherton, Senior Vice President, People, Training & Development at Waste Connections (WCN), had multiple restricted share units (RSUs and performance RSUs) vest and convert to common stock mid‑February 2026. Conversions/vestings delivered a total of 4,389 common shares (conversion price $0.00). To satisfy tax withholding, 1,770 of those shares were withheld/disposed, producing proceeds of approximately $285,056 (withholding sales at $160.26 and $161.28 per share).
In addition, on February 13, 2026 she was granted two RSU awards totaling 4,194 units (2,097 + 2,097). One is a time‑based RSU (25% vest per year over four years) and the other is a performance‑based RSU with a target of 2,097 units (performance payout may range 0%–250%; maximum 5,242 units).

Key Details

Transaction types: M = derivative exercise/conversion (RSU conversions at $0.00); F = shares withheld to cover taxes (dispositions).
Conversion (acquired) totals: 4,389 common shares on 2/14–2/17/2026 (447; 468; 528; 2,946).
Tax withholding (disposed): 1,770 shares on 2/14–2/17/2026 (200 @ $160.26; 202 @ $160.26; 208 @ $161.28; 1,160 @ $161.28) — proceeds ≈ $285,056.
New awards: 2 grants on 2/13/2026 totaling 4,194 RSUs (one time‑based, one performance‑based).
Performance award note: A prior performance RSU grant (2/17/2023) vested at 139.5% of target for the 2023–2025 performance period (per filing footnote).
Shares owned after the transactions are not shown in the excerpt provided; see the Form 4 Table 1 for post‑transaction beneficial ownership.
Filing: Form 4 filed Feb 18, 2026. (No late‑filing flag noted in the excerpt.)

Context

These transactions are primarily RSU vestings and conversions, not open‑market purchases or intent‑revealing purchases. The withholding of shares to cover taxes is a common, administrative (net settlement) step and should not be read as an active sale for investment reasons.
For retail investors tracking insider activity: purchases are typically considered more informative than routine vesting/conversion events. Here, the filing documents compensation vesting and standard tax withholding rather than a discretionary market sale or purchase.

Insider Transaction Report

Form 4

Period: 2026-02-13

Waste Connections, Inc.WCN

Netherton Susan

SR VP People, Training & Dev

Transactions

Exercise/Conversion
Common Shares
2026-02-14+447→ 12,173 total
Tax Payment
Common Shares
[F1]
2026-02-14$160.26/sh−200$32,052→ 11,973 total
Exercise/Conversion
Common Shares
2026-02-16+468→ 12,441 total
Tax Payment
Common Shares
[F1]
2026-02-16$160.26/sh−202$32,373→ 12,239 total
Exercise/Conversion
Common Shares
2026-02-17+528→ 12,767 total
Tax Payment
Common Shares
[F1]
2026-02-17$161.28/sh−208$33,546→ 12,559 total
Exercise/Conversion
Common Shares
2026-02-17+2,946→ 15,505 total
Tax Payment
Common Shares
[F1]
2026-02-17$161.28/sh−1,160$187,085→ 14,345 total
Award
Restricted Share Units
[F2]
2026-02-13+2,097→ 2,097 total
Exercise: $0.00→ Common Shares (2,097 underlying)
Award
Restricted Share Units
[F3]
2026-02-13+2,097→ 2,097 total
Exercise: $0.00→ Common Shares (2,097 underlying)
Exercise/Conversion
Restricted Share Units
[F4]
2026-02-14−447→ 1,339 total
Exercise: $0.00→ Common Shares (447 underlying)
Exercise/Conversion
Restricted Share Units
[F5]
2026-02-16−468→ 937 total
Exercise: $0.00→ Common Shares (468 underlying)
Exercise/Conversion
Restricted Share Units
[F6]
2026-02-17−528→ 528 total
Exercise: $0.00→ Common Shares (528 underlying)
Exercise/Conversion
Restricted Share Units
[F7]
2026-02-17−2,946→ 0 total
Exercise: $0.00→ Common Shares (2,946 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 5,242 (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

Susan Netherton|2026-02-18

Documents

1 file

4
primarydocument.xmlPrimary
PRIMARY DOCUMENT