NIELSEN III ROBERT 4

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.