Cloninger Robert Michael 4

What Happened
Robert Michael Cloninger, Senior Vice President and Deputy General Counsel of Waste Connections (WCN), had 635 restricted share units (RSUs) convert to common shares on Feb 18, 2026. Of those vested shares, 250 were withheld to cover tax withholding obligations at $162.76 per share (total withheld ≈ $40,690). The conversion of RSUs into common stock is a compensation-related transaction rather than an open-market purchase or sale.

Key Details

• Transaction date: Feb 18, 2026; Form 4 filed Feb 20, 2026 (timely filing).
• RSUs converted: 635 shares converted to common shares (conversion reported as derivative exercise/conversion).
• Shares withheld for taxes: 250 shares @ $162.76 each ≈ $40,690 (tax withholding, not an open-market sale).
• Net shares delivered to insider: 385 shares (635 vested − 250 withheld) valued at ~ $62,663 at $162.76 (based on the reported price).
• Footnotes: F2 — RSUs were originally awarded Feb 18, 2022 and vest in four equal annual installments; F1 — shares withheld to satisfy applicable withholding taxes.
• Shares owned after transaction: not specified in the provided filing excerpt.

Context
This was a routine, compensation-driven conversion of vested RSUs into common shares. The withholding of 250 shares to cover taxes is a standard cashless withholding mechanism (code F), not a market sale by the insider. Such transactions typically reflect scheduled vesting rather than a signal of confidence or lack thereof in the company.