Netherton Susan 4

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.