NIELSEN III ROBERT 4
4 · Waste Connections, Inc. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Waste Connections (WCN) Sr. VP Robert Nielsen Vests/Converts RSUs; Shares Withheld
What Happened
- Robert Nielsen III, Senior Vice President of Operations at Waste Connections (WCN), had multiple restricted share units (RSUs) convert/vest into common shares between Feb 13–17, 2026. Conversion/exercise entries include 602, 633, 551 and 3,075 shares (total 4,861) on Feb 14–17, 2026, and two RSU award entries of 2,905 shares each reported Feb 13. The conversions were recorded at $0.00 (these were vested/converted RSUs, not cash purchases). To satisfy applicable withholding taxes, 1,219 shares were withheld (179, 156, 135 and 749 shares on various dates) producing proceeds of about $196,260.
Key Details
- Transaction dates/prices:
- Feb 14, 2026: conversion of 602 shares (vest/convert, $0.00); 179 shares withheld at $160.26 = $28,687
- Feb 16, 2026: conversion of 633 shares (vest/convert, $0.00); 156 shares withheld at $160.26 = $25,001
- Feb 17, 2026: conversions of 551 and 3,075 shares (vest/convert, $0.00); 135 shares withheld at $161.28 = $21,773 and 749 shares withheld at $161.28 = $120,799
- Feb 13, 2026: two RSU award/acquisition entries of 2,905 shares each (reported as derivative awards)
- Total withheld shares for taxes: 1,219 shares; total value withheld ≈ $196,260.
- Shares owned after transaction: Not specified in this Form 4 filing.
- Notable footnotes:
- F1: Withheld shares were used to satisfy withholding tax obligations (sell-to-cover).
- F2–F6: Awards are restricted share units that generally vest 25% per year over four years (award dates vary).
- F7: A performance-based RSU award granted Feb 17, 2023 vested at 139.5% of target after the 3‑year performance period (per the filing).
- Filing/timeliness: Form 4 filed Feb 18, 2026 (reporting period begins Feb 13, 2026); no late-filing flag indicated.
Context
- These transactions reflect routine equity compensation (RSU vesting/conversion) rather than open-market purchases or discretionary sales. The use of share withholding to cover taxes (code F) is common and is not the same as an open-market sale by the insider — it’s an issuer-side withholding/cashless mechanism. The conversions were recorded at $0 because they represent vested RSUs being converted to shares, not purchases.
Insider Transaction Report
Form 4
NIELSEN III ROBERT
SR VP Operations
Transactions
- Exercise/Conversion
Common Shares
2026-02-14+602→ 1,852 total - Tax Payment
Common Shares
[F1]2026-02-14$160.26/sh−179$28,687→ 1,673 total - Exercise/Conversion
Common Shares
2026-02-16+633→ 2,306 total - Tax Payment
Common Shares
[F1]2026-02-16$160.26/sh−156$25,001→ 2,150 total - Exercise/Conversion
Common Shares
2026-02-17+551→ 2,701 total - Tax Payment
Common Shares
[F1]2026-02-17$161.28/sh−135$21,773→ 2,566 total - Exercise/Conversion
Common Shares
2026-02-17+3,075→ 5,641 total - Tax Payment
Common Shares
[F1]2026-02-17$161.28/sh−749$120,799→ 4,892 total - Award
Restricted Share Units
[F2]2026-02-13+2,905→ 2,905 totalExercise: $0.00→ Common Shares (2,905 underlying) - Award
Restricted Share Units
[F3]2026-02-13+2,905→ 5,810 totalExercise: $0.00→ Common Shares (2,905 underlying) - Exercise/Conversion
Restricted Share Units
[F4]2026-02-14−602→ 1,805 totalExercise: $0.00→ Common Shares (602 underlying) - Exercise/Conversion
Restricted Share Units
[F5]2026-02-16−633→ 1,266 totalExercise: $0.00→ Common Shares (633 underlying) - Exercise/Conversion
Restricted Share Units
[F6]2026-02-17−551→ 551 totalExercise: $0.00→ Common Shares (551 underlying) - Exercise/Conversion
Restricted Share Unirs
[F7]2026-02-17−3,075→ 0 totalExercise: $0.00→ Common Shares (3,075 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 7,262 (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
Robert Nielsen III|2026-02-18