TAN DEREK 4
4 · Waste Connections, Inc. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Waste Connections (WCN) SVP Derek Tan Receives Awards; Shares Withheld
What Happened
Derek Tan, Senior Vice President & Chief Accounting Officer of Waste Connections (WCN), had restricted-share units (RSUs) and performance-based RSUs convert/vest in mid-February 2026. Multiple conversions/acquisitions were reported (several hundred to over a thousand shares from different grant years), and a total of 512 shares were withheld/sold to satisfy applicable withholding taxes, generating proceeds of approximately $82,456 (69 @ $160.26; 82 @ $160.26; 294 @ $161.38; 67 @ $161.38). The underlying events were vesting/conversion of derivative awards rather than open-market purchases or discretionary sales.
Key Details
- Transaction dates and prices for tax-withholding disposals:
- 2026-02-14: 69 shares withheld @ $160.26 → $11,058
- 2026-02-16: 82 shares withheld @ $160.26 → $13,141
- 2026-02-17: 294 shares withheld @ $161.38 → $47,445
- 2026-02-17: 67 shares withheld @ $161.38 → $10,812
- Reported conversions/awards (selected): multiple derivative conversions/exercises on Feb 14–17 and two award entries on Feb 13 (1,936 shares each shown as awards in the filing).
- Shares owned after the transactions: not specified in the provided filing excerpts.
- Notable footnotes:
- F1: Shares were withheld by the issuer to satisfy withholding taxes (routine tax-withholding).
- F4–F9: Describe RSU vesting schedules and a performance-based RSU award that vested at 139.5% of target after the three-year performance period.
- Currency conversion notes explain Canadian dollar amounts shown were converted to USD.
- Filing date: Form 4 filed Feb 18, 2026 (transactions occurred Feb 13–17). The filing covers mid-February vesting events; check the official filing for any timeliness indicators.
Context
These transactions reflect routine vesting/conversion of equity awards and tax-withholding (often called a "cashless" or net-settlement withholding) rather than an outright deliberate market sale or new purchase. For retail investors, vesting and tax-withholding are common executive compensation events and do not necessarily signal buying/selling intent. The performance-based RSU award noted in the footnotes vested above target (139.5% of target), which increased the number of shares delivered on vesting.
Insider Transaction Report
- Exercise/Conversion
Common Shares
2026-02-14+232→ 1,400 total - Tax Payment
Common Shares
[F1]2026-02-14$160.26/sh−69$11,058→ 1,331 total - Exercise/Conversion
Common Shares
2026-02-16+276→ 1,607 total - Tax Payment
Common Shares
[F1]2026-02-16$160.26/sh−82$13,141→ 1,525 total - Exercise/Conversion
Common Shares
2026-02-17+1,140→ 2,665 total - Tax Payment
Common Shares
[F1][F2]2026-02-17$161.38/sh−294$47,445→ 2,371 total - Exercise/Conversion
Common Shares
2026-02-17+273→ 2,644 total - Tax Payment
Common Shares
[F1][F3]2026-02-17$161.38/sh−67$10,812→ 2,577 total - Award
Restricted Share Units
[F4]2026-02-13+1,936→ 1,936 totalExercise: $0.00→ Common Shares (1,936 underlying) - Award
Restricted Share Units
[F5]2026-02-13+1,936→ 1,936 totalExercise: $0.00→ Common Shares (1,936 underlying) - Exercise/Conversion
Restricted Shae Units
[F6]2026-02-14−232→ 694 totalExercise: $0.00→ Common Shares (232 underlying) - Exercise/Conversion
Restricted Share Units
[F7]2026-02-16−276→ 276 totalExercise: $0.00→ Common Shares (276 underlying) - Exercise/Conversion
Restricted Share Units
[F8]2026-02-17−273→ 0 totalExercise: $0.00→ Common Shares (273 underlying) - Exercise/Conversion
Restricted Share Units
[F9]2026-02-17−1,140→ 0 totalExercise: $0.00→ Common Shares (1,140 underlying)
Footnotes (9)
- [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]For purposes of this disclosure, Canadian dollar amounts have been converted to U.S. dollars. CAN $220.07 = US $161.3773
- [F3]For purposes of this disclosure, Canadian dollar amounts have been converted to U.S. dollars. CAN $220.07 = US $161.3773
- [F4]Represents an award of restricted share units. The award shall vest 25% per year over a four-year period following the date of grant.
- [F5]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 4,840 (250% of the target number).
- [F6]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.
- [F7]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 three equal annual installments. The common shares are reported in Table 1.
- [F8]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 three equal annual installments. The common shares are reported in Table 1.
- [F9]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.