Lee Susan 4

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

AI-generated summary of this filing

Updated Feb 18, 2026

Waste Connections (WCN) Director Susan Lee Exercises RSUs; 335 Shares Withheld

What Happened

Director Susan Lee had restricted share units (RSUs) vest and convert into common shares on Feb 13–14, 2026. According to the Form 4, 623 shares were converted (344 on Feb 13 and 279 on Feb 14). To satisfy withholding taxes, 335 shares were withheld (185 on Feb 13 and 150 on Feb 14), resulting in cash/tax withholding of $29,650 and $24,040 respectively (total ~$53,690 USD, using CAN$218.26 = US$160.2683 per share). In addition, new RSU awards were reported on Feb 13 (435 and 687 RSUs, total 1,122 RSUs) pursuant to the company’s award program.
This was not an open-market sale or purchase by the insider but a routine vesting/settlement event (cashless settlement via share withholding to cover tax liabilities).

Key Details

Transaction dates and amounts:
- Feb 13, 2026: 344 shares converted (acquired); 185 shares withheld for taxes (disposed) — $29,650.
- Feb 14, 2026: 279 shares converted (acquired); 150 shares withheld for taxes (disposed) — $24,040.
- Feb 13, 2026: Grants recorded of 435 and 687 RSUs (total 1,122 RSUs) — these are awards, not open-market purchases.
Per-share value used for withholding conversion: about US$160.27 (conversion from CAN$218.26 per footnote).
Shares owned after transaction: not provided in the supplied data.
Notable footnotes: withholding entries represent shares retained by the issuer to satisfy applicable withholding taxes on vesting (routine tax withholding). RSUs have a 50% immediate / 50% one-year vesting schedule per the footnotes; some awards vested immediately and converted upon vesting.
Filing timeliness: no late filing indicator provided in the supplied information.

Context

This was effectively a cashless settlement of vested RSUs (shares were converted on vesting and a portion withheld for taxes). Such withholding is a routine administrative step and does not represent an open-market sale decision by the insider.
For retail investors: award conversions and tax-withholdings are common among insiders and are primarily administrative; they are less informative about management’s view of the stock than outright purchases or discretionary sales.

Form 4

Period: 2026-02-13

Director

Transactions

Exercise/Conversion
Common Shares
2026-02-13+344→ 12,260 total
Tax Payment
Common Shares
[F1][F2]
2026-02-13$160.27/sh−185$29,650→ 12,075 total
Exercise/Conversion
Common Shares
2026-02-14+279→ 12,354 total
Tax Payment
Common Shares
[F1][F2]
2026-02-14$160.27/sh−150$24,040→ 12,204 total
Award
Restricted Share Units
[F3]
2026-02-13+435→ 435 total
Exercise: $0.00→ Common Shares (435 underlying)
Award
Restricted Share Units
[F4]
2026-02-13+687→ 687 total
Exercise: $0.00→ Common Shares (687 underlying)
Exercise/Conversion
Restricted Share Units
[F5]
2026-02-13−344→ 343 total
Exercise: $0.00→ Common Shares (344 underlying)
Exercise/Conversion
Restricted Share Units
[F6]
2026-02-14−279→ 0 total
Exercise: $0.00→ Common Shares (279 underlying)

Footnotes (6)

[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]For purposes of this disclosure, Canadian dollar amounts have been converted to U.S. dollars. CAN $218.26 = US $160.2683
[F3]One Deferred Share Unit is the economic equivalent of one common share of the Issuer. Deferred Share Units will be settled in cash, common shares, or a combination thereof, at the sole discretion of the Issuer, and distributed to the reporting person upon such person's retirement and generally do not expire.
[F4]Each restricted share unit represents a contingent right to receive one share of the Issuer's common shares. Subject to the reporting person's continued service with the Issuer, the award shall vest 50% immediately on the award date and 50% on the first anniversary of the award date.
[F5]Represents the conversion upon vesting of restricted share units into common shares of the Issuer. The restricted share units were awarded on February 13, 2026 and have a vesting schedule of 50% immediately and 50% on the first anniversary of the award date.
[F6]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 have a vesting schedule of 50% immediately and 50% on the first anniversary of the award date.

Signature

Susan Lee|2026-02-18

1 file