Cloninger Robert Michael 4
4 · Waste Connections, Inc. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Waste Connections (WCN) Sr. VP Robert Cloninger Exercises RSUs
What Happened
- Robert M. Cloninger, Senior Vice President and Deputy General Counsel of Waste Connections (WCN), had restricted share units (RSUs) convert to common shares in mid‑February 2026. Across Feb 14–17 he converted a total of 4,071 derivative shares (reported as exercises/conversions) and the issuer withheld 1,645 shares to satisfy withholding taxes, representing about $264,907 in value. Separately, on Feb 13 he was granted two RSU awards totaling 4,061 units (2,031 time‑based RSUs and 2,030 performance‑based RSU target units).
Key Details
- Transaction dates and prices:
- Feb 14 conversions: 430 shares converted; 192 shares withheld at $160.26 ($30,770).
- Feb 16 conversions: 456 shares converted; 199 shares withheld at $160.26 ($31,892).
- Feb 17 conversions: 2,701 and 484 shares converted; 1,063 and 191 shares withheld at $161.28 (total $171,441 and $30,804 respectively).
- Totals: 4,071 shares converted; 1,645 shares withheld for taxes; total withholding value ≈ $264,907. Net shares retained from these vestings = +2,426 shares (4,071 converted − 1,645 withheld).
- Grants on Feb 13: 2,031 time‑based RSUs (vest 25% per year over 4 years) and 2,030 performance‑based RSU target units (vesting depends on performance; max may be 5,075).
- Not an open‑market sale: the “disposed”/F entries reflect shares withheld by the company for tax withholding (cashless withholding), not a public sale.
- Filing: Report filed Feb 18, 2026 (covers activity through Feb 17) — appears timely based on filing date shown.
- Transaction codes: A = award/grant, M = exercise/conversion of derivative, F = payment of tax liability/share withholding.
Context
- These transactions are routine vesting/conversion and tax‑withholding events rather than discretionary open‑market buys or sells. When RSUs vest, companies commonly withhold some shares to cover taxes (a cashless withholding), which reduces the number of new shares the insider actually receives. Performance RSUs can pay out more or fewer shares depending on achieved goals; a prior performance award (granted Feb 17, 2023) vested at 139.5% of target per the footnote, which explains larger conversion amounts on Feb 17.
Insider Transaction Report
Form 4
Cloninger Robert Michael
SR VP, Deputy General Counsel
Transactions
- Exercise/Conversion
Common Shares
2026-02-14+430→ 12,096 total - Tax Payment
Common Shares
[F1]2026-02-14$160.26/sh−192$30,770→ 11,904 total - Exercise/Conversion
Common Shares
2026-02-16+456→ 12,360 total - Tax Payment
Common Shares
[F1]2026-02-16$160.26/sh−199$31,892→ 12,161 total - Exercise/Conversion
Common Shares
2026-02-17+2,701→ 14,862 total - Tax Payment
Common Shares
[F1]2026-02-17$161.28/sh−1,063$171,441→ 13,799 total - Exercise/Conversion
Common Shares
2026-02-17+484→ 14,283 total - Tax Payment
Common Shares
[F1]2026-02-17$161.28/sh−191$30,804→ 14,092 total - Award
Restricted Share Units
[F2]2026-02-13+2,031→ 2,031 totalExercise: $0.00→ Common Shares (2,031 underlying) - Award
Restricted Share Units
[F3]2026-02-13+2,030→ 2,030 totalExercise: $0.00→ Common Shares (2,030 underlying) - Exercise/Conversion
Restricted Share Units
[F4]2026-02-14−430→ 1,289 totalExercise: $0.00→ Common Shares (430 underlying) - Exercise/Conversion
Restricted Share Units
[F5]2026-02-16−456→ 911 totalExercise: $0.00→ Common Shares (456 underlying) - Exercise/Conversion
Restricted Share Units
[F6]2026-02-17−484→ 484 totalExercise: $0.00→ Common Shares (484 underlying) - Exercise/Conversion
Restricted Share Units
[F7]2026-02-17−2,701→ 0 totalExercise: $0.00→ Commons Shares (2,701 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 5,075 (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
Robert Cloninger|2026-02-18