BRADLEY AARON 4

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).