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Waste Connections, Inc.·4

Feb 18, 5:17 PM ET

Cloninger Robert Michael 4

Research Summary

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Updated

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.