Waste Connections, Inc.·4

Feb 18, 5:16 PM ET

BRADLEY AARON 4

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

Research Summary

AI-generated summary of this filing

Updated

Waste Connections (WCN) Sr. VP Bradley Aaron Receives and Converts Awards

What Happened

  • Bradley Aaron, Senior Vice President, Performance Optimization at Waste Connections (WCN), had restricted share units (time‑based RSUs and performance‑based PRSUs) convert into common shares during Feb 13–17, 2026. A total of 3,555 shares were converted (463 on Feb 14; 373 on Feb 16; 2,306 and 413 on Feb 17). To satisfy tax withholding obligations, 1,441 shares were withheld and disposed (207, 163, 908, and 163 shares on various dates) for aggregate withholding proceeds of about $232,027 (individual withholding proceeds ranged ~$26k–$146k).
  • These transactions are conversions/vestings and withholding for taxes (not open‑market sales by the insider). Several awards reported were grants (Feb 13 entries of 2,228 and 2,227 RSUs) that vest over time.

Key Details

  • Transaction types and codes: A = grant/award; M = exercise/conversion of derivative (conversion of RSUs/PRSUs); F = shares withheld to satisfy tax withholding.
  • Transaction dates and withholding prices reported:
    • Feb 14, 2026: conversion 463 shares; 207 shares withheld at $160.26 (proceeds ~$33,174).
    • Feb 16, 2026: conversion 373 shares; 163 shares withheld at $160.26 (proceeds ~$26,122).
    • Feb 17, 2026: conversions 2,306 and 413 shares; 908 shares withheld at $161.28 (proceeds ~$146,442) and 163 withheld at $161.28 (proceeds ~$26,289).
  • Total shares converted: 3,555. Total shares withheld for taxes: 1,441. Total withholding proceeds reported: ~$232,027.
  • Shares owned after the transactions are reported in Table 1 of the filing (see the Form 4 for the post‑transaction beneficial ownership).
  • Notable footnotes from the filing:
    • Withholding represents issuer‑satisfied tax obligations on vesting (F1).
    • Awards include time‑based RSUs that vest 25% per year over four years (F2, F4–F6).
    • Performance PRSU award vested following a three‑year performance period (Jan 1, 2023–Dec 31, 2025) at 139.5% of target (F3, F7).
  • Filing: Form 4 filed Feb 18, 2026 (reporting transactions from Feb 13–17); appears to be a timely filing.

Context

  • These were vesting/conversion events and tax‑withholding dispositions (common corporate procedure), not discretionary open‑market sales or purchases. Withholding of shares to satisfy tax obligations is functionally similar to a cashless exercise and does not necessarily indicate a change in sentiment.
  • For performance awards: the PRSU payment reflects achievement of corporate performance goals (the committee determined 139.5% of target vested).

Insider Transaction Report

Form 4
Period: 2026-02-13
BRADLEY AARON
SR VP PERFORMANCE OPTIMIZATION
Transactions
  • Exercise/Conversion

    Common Shares

    2026-02-14+4636,743 total
  • Tax Payment

    Common Shares

    [F1]
    2026-02-14$160.26/sh207$33,1746,536 total
  • Exercise/Conversion

    Common Shares

    2026-02-16+3736,909 total
  • Tax Payment

    Common Shares

    [F1]
    2026-02-16$160.26/sh163$26,1226,746 total
  • Exercise/Conversion

    Common Shares

    2026-02-17+2,3069,052 total
  • Tax Payment

    Common Shares

    [F1]
    2026-02-17$161.28/sh908$146,4428,144 total
  • Exercise/Conversion

    Common Shares

    2026-02-17+4138,557 total
  • Tax Payment

    Common Shares

    [F1]
    2026-02-17$161.28/sh163$26,2898,394 total
  • Award

    Restricted Share Units

    [F2]
    2026-02-13+2,2282,228 total
    Exercise: $0.00Common Shares (2,228 underlying)
  • Award

    Restricted Share Units

    [F3]
    2026-02-13+2,2274,455 total
    Exercise: $0.00Common Shares (2,227 underlying)
  • Exercise/Conversion

    Restricted Shares Units

    [F4]
    2026-02-144631,389 total
    Exercise: $0.00Common Shares (463 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F5]
    2026-02-16373744 total
    Exercise: $0.00Common Shares (373 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F6]
    2026-02-17413413 total
    Exercise: $0.00Common Shares (413 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F7]
    2026-02-172,3060 total
    Exercise: $0.00Common Shares (23,006 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 5,567 (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
Aaron Bradley|2026-02-18

Documents

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