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Waste Connections, Inc.·4

Feb 18, 4:43 PM ET

JORDAN ELISE LIPMAN 4

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

Research Summary

AI-generated summary of this filing

Updated

Waste Connections (WCN) Director Jordan Lipman Exercises and Sells Shares

What Happened
Jordan Elise Lipman, a director of Waste Connections (WCN), had restricted share units vest and converted those derivative units into common shares on Feb 13–14, 2026. She converted a total of 623 RSUs/derivative units into common shares (344 on Feb 13 and 279 on Feb 14) at no cash exercise price. To satisfy withholding tax obligations, the issuer withheld 185 shares (Feb 13) and 150 shares (Feb 14) at an implied price of CAD $218.26 per share (US $160.27), resulting in share-withholding payments of US $29,650 and US $24,040, respectively (total ≈ US $53,690). In addition, the filing shows awards of 1,122 derivative units (435 and 687) granted on Feb 13, 2026 (derivative/award entries).

Key Details

  • Transaction dates and amounts:
    • Feb 13, 2026: Converted 344 derivative units into 344 common shares (acquired @ $0.00); 185 shares withheld for taxes at CAD $218.26 (US $160.27) = US $29,650 (disposed).
    • Feb 14, 2026: Converted 279 derivative units into 279 common shares (acquired @ $0.00); 150 shares withheld for taxes at CAD $218.26 (US $160.27) = US $24,040 (disposed).
    • Feb 13, 2026: Grants/awards recorded of 435 and 687 derivative units (total 1,122).
  • Net common shares added from conversions: 623 converted minus 335 withheld = 288 net common shares received.
  • Shares owned after transaction: Not stated in this filing.
  • Notable footnotes:
    • Withheld shares represent satisfaction of withholding taxes on vesting RSUs (F1, F5, F6).
    • Canadian dollar amounts converted to U.S. dollars (CAN $218.26 = US $160.2683) (F2).
    • Some units are Deferred Share Units (DSUs) or Restricted Share Units (RSUs) with typical vesting (F3, F4).
  • Filing timeliness: No late filing indicator shown; appears timely.

Context

  • This was not an open-market sale: the "disposals" were share-withholdings to cover tax obligations on vesting RSUs (a common, administrative cashless withholding), not an active sell decision.
  • The conversion entries are derivative exercises/conversions (M) — RSUs converting into common shares — and the award entries (A) reflect new deferred/restricted share units granted.
  • These types of administrative conversions and tax-withholdings are routine for equity compensation and do not by themselves indicate a change in insider sentiment.

Insider Transaction Report

Form 4
Period: 2026-02-13
Waste Connections, Inc.WCN
JORDAN ELISE LIPMAN
Director
Transactions
  • Exercise/Conversion

    Common Shares

    2026-02-13+344→ 3,280 total
  • Tax Payment

    Common Shares

    [F1][F2]
    2026-02-13$160.27/sh−185$29,650→ 3,095 total
  • Exercise/Conversion

    Common Shares

    2026-02-14+279→ 3,374 total
  • Tax Payment

    Common Shares

    [F1][F2]
    2026-02-14$160.27/sh−150$24,040→ 3,224 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
ELISE LIPMAN JORDAN|2026-02-18

Documents

1 file
  • 4
    primarydocument.xmlPrimary

    PRIMARY DOCUMENT