CRAFT JASON 4
4 · Waste Connections, Inc. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Waste Connections COO Jason Craft Exercises/Converts RSUs, Shares Withheld
What Happened
Jason Craft, Executive Vice President & Chief Operating Officer of Waste Connections (WCN), had several restricted-share-unit (RSU) and performance-RSU vestings/conversions in mid-February 2026. He converted a total of 5,585 derivative units into common shares across Feb 14–17, 2026 (496 + 558 + 3,843 + 688). To satisfy withholding tax obligations, the issuer withheld 1,397 shares (148 + 145 + 936 + 168), with withholding values of $23,718; $23,238; $150,958; and $27,095 respectively — total withholding value ≈ $225,009. In addition, two awards of 3,861 derivative units were recorded on Feb 13, 2026 (grants/awards).
Key Details
- Transaction dates and key figures:
- Feb 13, 2026: Two RSU awards recorded (3,861 shares each) (A — award/grant).
- Feb 14, 2026: Converted 496 derivative units (M); 148 shares withheld at $160.26/share → $23,718 (F).
- Feb 16, 2026: Converted 558 derivative units (M); 145 shares withheld at $160.26/share → $23,238 (F).
- Feb 17, 2026: Converted 3,843 and 688 derivative units (M); 936 and 168 shares withheld at $161.28/share → $150,958 and $27,095 (F).
- Total converted (reported) = 5,585 shares; total withheld = 1,397 shares; total withholding value ≈ $225,009.
- Shares owned after the transactions: Not specified in the provided filing excerpt — see the full Form 4 for post-transaction beneficial ownership.
- Footnotes of note:
- F4–F6: conversions represent vesting of time-based RSUs from prior award dates (2023–2025).
- F7: a performance-based RSU award (granted Feb 17, 2023) vested at 139.5% of target after the 3-year performance period and converted to shares.
- F1: “F” transactions represent shares withheld by the issuer to satisfy tax withholding (not open-market sales).
- Filing timeliness: Form filed Feb 18, 2026. The Feb 13 awards appear reported after the usual two-business-day window and may be late relative to SEC Form 4 timing rules.
Context
- These transactions are vestings/conversions of RSUs and a performance-based RSU award — not open-market buys or discretionary sales. The withheld shares (code F) are a standard, issuer-handled tax-withholding method (cashless settlement) and do not necessarily indicate a decision to sell shares on the open market.
- For retail investors: purchases (insider buys) are often more informative about bullish intent; these entries reflect routine compensation vesting and tax withholding.
Insider Transaction Report
Form 4
CRAFT JASON
Executive Vice President & COO
Transactions
- Exercise/Conversion
Common Shares
2026-02-14+496→ 30,159 total - Tax Payment
Common Shares
[F1]2026-02-14$160.26/sh−148$23,718→ 30,011 total - Exercise/Conversion
Common Shares
2026-02-16+558→ 30,569 total - Tax Payment
Common Shares
[F1]2026-02-16$160.26/sh−145$23,238→ 30,424 total - Exercise/Conversion
Common Shares
2026-02-17+3,843→ 34,267 total - Tax Payment
Common Shares
[F1]2026-02-17$161.28/sh−936$150,958→ 33,331 total - Exercise/Conversion
Common Shares
2026-02-17+688→ 34,019 total - Tax Payment
Common Shares
[F1]2026-02-17$161.28/sh−168$27,095→ 33,851 total - Award
Restricted Share Units
[F2]2026-02-13+3,861→ 3,861 totalExercise: $0.00→ Common Shares (3,861 underlying) - Award
Restricted Share Units
[F3]2026-02-13+3,861→ 3,861 totalExercise: $0.00→ Common Shares (3,861 underlying) - Exercise/Conversion
Restricted Share Units
[F4]2026-02-14−496→ 1,488 totalExercise: $0.00→ Common Shares (496 underlying) - Exercise/Conversion
Restricted Share Units
[F5]2026-02-16−558→ 1,117 totalExercise: $0.00→ Common Shares (558 underlying) - Exercise/Conversion
Restricted Share Units
[F6]2026-02-17−688→ 689 totalExercise: $0.00→ Common Shares (688 underlying) - Exercise/Conversion
Restricted Share Units
[F7]2026-02-17−3,843→ 0 totalExercise: $0.00→ Common Shares (3,843 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 9,652 (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
Jason Craft|2026-02-18