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Form 8-K

sec.gov

8-K — Waste Connections, Inc.

Accession: 0001104659-26-046820

Filed: 2026-04-22

Period: 2026-04-22

CIK: 0001318220

SIC: 4953 (REFUSE SYSTEMS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — wcn-20260422x8k.htm (Primary)

EX-99.1 (wcn-20260422xex99d1.htm)

GRAPHIC (wcn-20260422x8k003.jpg)

GRAPHIC (wcn-20260422xex99d1001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: wcn-20260422x8k.htm · Sequence: 1

Waste Connections, Inc._April 22, 2026

0001318220false00013182202026-04-222026-04-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant To Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2026

Waste Connections, Inc.

(Exact name of registrant as specified in its charter)

Ontario, Canada

​ ​ ​

1-34370

​ ​ ​

98-1202763

(State or other jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

6220 Hwy 7, Suite 600

Woodbridge

Ontario L4H 4G3

Canada

(Address of principal executive offices)

Registrant’s telephone number, including area code: (905) 532-7510

Not Applicable

(Former name or address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, no par value

WCN

New York Stock Exchange

NYSE Texas

Toronto Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02  Results of Operations and Financial Condition.

See Item 7.01 below.

Item 7.01 Regulation FD Disclosure.

On April 22, 2026, Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada (“Waste Connections” or the “Company”), issued a press release announcing its first quarter 2026 results.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in Items 2.02 and 7.01 is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Safe Harbor and Forward-Looking Information

This document contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 ("PSLRA"), including "forward-looking information" within the meaning of applicable Canadian securities laws. These forward-looking statements are neither historical facts nor assurances of future performance and reflect Waste Connections' current beliefs and expectations regarding future events and operating performance. These forward-looking statements are often identified by the words "may," "might," "believes," "thinks," "expects," "estimate," "continue," "intends" or other words of similar meaning. All of the forward-looking statements included in this document are made pursuant to the safe harbor provisions of the PSLRA and applicable securities laws in Canada. Forward-looking statements involve risks and uncertainties. Forward-looking statements in this document include, but are not limited to, statements about expected 2026 financial results, outlook and related assumptions, and potential acquisition activity. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, risk factors detailed from time to time in the Company's filings with the SEC and the securities commissions or similar regulatory authorities in Canada.  You should not place undue reliance on forward-looking statements, which speak only as of the date of this document.  Waste Connections undertakes no obligation to update the forward-looking statements set forth in this document, whether as a result of new information, future events, or otherwise, unless required by applicable securities laws.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.

Description

99.1

Press Release, dated April 22, 2026, issued by Waste Connections, Inc.

104

The cover page of Waste Connections, Inc. on Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WASTE CONNECTIONS, INC.

Date: April 22, 2026

BY:

/s/ Mary Anne Whitney

Mary Anne Whitney

Executive Vice President and Chief Financial Officer

EX-99.1

EX-99.1

Filename: wcn-20260422xex99d1.htm · Sequence: 2

(WCN Q1 2023 Earnings Press Release - DRAFT 4).docx

Exhibit 99.1

WASTE CONNECTIONS REPORTS FIRST QUARTER 2026 RESULTS

- Better than expected Q1 results, with improving trends positioning for upside to 2026 outlook

- Revenue of $2.371 billion, above expectations and up 6.4% year over year

- Net income of $219.3 million and adjusted EBITDA(a) of $769.5 million, above expectations and up 8.0% year over year

- Adjusted EBITDA margin(a) of 32.5%, above expectations and up 50 basis points year over year

- Net income and adjusted net income(a) per share of $0.86 and $1.23, respectively

- Year-to-date share repurchases of 1% of outstanding shares

TORONTO, ONTARIO, April 22, 2026 - Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) today announced its results for the first quarter of 2026.

“We’re extremely pleased by the strong start to 2026 and remain well-positioned for the full year, with upside potential from commodity-related impacts, solid waste organic growth and additional acquisitions.  On revenue and adjusted EBITDA above our expectations, we delivered adjusted EBITDA(a) margin of 32.5% in spite of outsized weather events and in advance of recovering higher fuel costs,” said Ronald J. Mittelstaedt, President and Chief Executive Officer.

“In spite of geopolitical instability, our results reflect consistency of execution as we continue to benefit from operating momentum from improved employee engagement, with safety performance at record levels and voluntary turnover now below 10%,” continued Mr. Mittelstaedt.  “Moreover, we should be well-positioned for incremental benefits from higher fuel and other commodities, as well as strong pricing retention and increased special waste activity, and also longer term as a result of our expanding use of A.I. through technology-related investments.”

Mr. Mittelstaedt concluded, “Finally, we continue to anticipate another outsized year of acquisition activity, given a robust  pipeline, along with increasing return of capital to shareholders, including year-to-date share repurchases of over $360 million or approximately 1% of shares outstanding.”

Q1 2026 Results

Revenue in the first quarter totaled $2.371 billion, up from $2.228 billion in the prior year period.  Operating income was $364.1 million, which included $80.4 million primarily in impairments related to adjustments to landfill closure and post closure costs.  This compares to operating income of $390.2 million in the prior year period, which included $20.2 million primarily in transaction-related expenses, impairments and other operating items and fair value accounting changes associated with certain equity awards.  Net income in the first quarter was $219.3 million, or $0.86 per share on a diluted basis of 255.9 million shares. In the prior year period, the Company reported net income of $241.5 million, or $0.93 per share on a diluted basis of 258.9 million shares.

Adjusted net income(a) in the first quarter was $314.9 million, or $1.23 per diluted share, up from $293.1 million, or $1.13 per diluted share, in the prior year period.  Adjusted EBITDA(a) in the first quarter was $769.5 million, up from $712.2 million in the prior year period.  Adjusted net income, adjusted net income per diluted share and adjusted EBITDA, all non-GAAP measures, primarily exclude impairments and transaction-related items, as reflected in the detailed reconciliations in the attached tables.

Q1 2026 Earnings Conference Call

Waste Connections will be hosting a conference call related to first quarter earnings on April 23rd at 8:30 A.M. Eastern Time.  A live audio webcast of the conference call can be accessed by visiting investors.wasteconnections.com and selecting "Events & Presentations" from the website menu. Alternatively, conference call participants can preregister by clicking here. Registered participants will receive dial-in instructions and a personalized code for entry to the conference call. Shortly after the conclusion of the conference call, a webcast replay will be available on the Waste Connections investor website or by clicking here.

About Waste Connections

Waste Connections (wasteconnections.com) is an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, including by rail, along with resource recovery primarily through recycling and renewable fuels generation. The Company serves approximately nine million residential, commercial and industrial customers in mostly exclusive and secondary markets across 46 states in the U.S. and six provinces in Canada. Waste Connections also provides non-hazardous oilfield waste treatment, recovery and disposal services in several basins across the U.S. and Canada, as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest. Waste Connections views its Environmental, Social and Governance (“ESG”) efforts as integral to its business, with initiatives consistent with its objective of long-term value creation and focused on reducing emissions, increasing resource recovery of both recyclable commodities and clean energy fuels, reducing reliance on off-site disposal for landfill leachate, further improving safety and enhancing employee engagement. Visit wasteconnections.com/sustainability for more information and updates on our progress towards targeted achievement.

Safe Harbor and Forward-Looking Information

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 ("PSLRA"), including "forward-looking information" within the meaning of applicable Canadian securities laws. These forward-looking statements are neither historical facts nor assurances of future performance and reflect Waste Connections' current beliefs and expectations regarding future events and operating performance. These forward-looking statements are often identified by the words "may," "might," "believes," "thinks," "expects," "estimate," "continue," "intends" or other words of similar meaning. All of the forward-looking statements included in this press release are made pursuant to the safe harbor provisions of the PSLRA and applicable securities laws in Canada. Forward-looking statements involve risks and uncertainties. Forward-looking statements in this press release include, but are not limited to, statements about expected 2026 financial results, outlook and related assumptions, and potential acquisition activity. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, risk factors detailed from time to time in the Company's filings with the SEC and the securities commissions or similar regulatory authorities in Canada.  You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release.  Waste Connections undertakes no obligation to update the forward-looking statements set forth in this press release, whether as a result of new information, future events, or otherwise, unless required by applicable securities laws.

– financial tables attached –

CONTACT:

Mary Anne Whitney / (832) 442-2253 Joe Box / (832) 442-2153

maryannew@wasteconnections.com                   joe.box@wasteconnections.com

----------------------------------------------------------------------------------------------------------------------------------------------------

(a) Non-GAAP measure; see accompanying Non-GAAP Reconciliation Schedule.

-2-

Waste Connections, Inc.

CONDENSED Consolidated Statements of NET INCOME

THRee months ended MARCH 31, 2025 and 2026

(Unaudited)

(in thousands of U.S. dollars, except share and per share amounts)

Three months ended

March 31,

​ ​ ​

2025

​ ​ ​

2026

Revenues

$

2,228,176

$

2,370,631

Operating expenses:

Cost of operations

1,291,443

1,361,099

Selling, general and administrative

250,134

251,119

Depreciation

242,307

267,485

Amortization of intangibles

47,642

47,264

Impairments and other operating items

6,440

79,584

Operating income

390,210

364,080

Interest expense

(80,875)

(87,719)

Interest income

1,770

3,113

Other income, net

1,872

4,085

Income before income tax provision

312,977

283,559

Income tax provision

(71,467)

(64,215)

Net income

$

241,510

$

219,344

Earnings per common share:

Basic

$

0.94

$

0.86

Diluted

$

0.93

$

0.86

Shares used in the per share calculations:

Basic

258,193,975

255,347,786

Diluted

258,904,806

255,873,686

Cash dividends per common share

$

0.315

$

0.350

-3-

Waste Connections, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands of U.S. dollars, except share and per share amounts)

​ ​ ​

December 31,

2025

​ ​ ​

March 31,

2026

ASSETS

Current assets:

Cash and equivalents

$

45,968

$

112,447

Accounts receivable, net of allowance for credit losses of $21,402 and $27,828 at December 31, 2025 and March 31, 2026, respectively

1,024,992

1,033,086

Prepaid expenses and other current assets

240,603

230,786

Total current assets

1,311,563

1,376,319

Restricted cash

183,612

210,199

Restricted investments

80,757

80,397

Property and equipment, net

8,733,327

8,714,069

Operating lease right-of-use assets

312,508

324,034

Goodwill

8,392,249

8,414,577

Intangible assets, net

2,006,200

1,959,957

Other assets, net

109,147

106,803

Total assets

$

21,129,363

$

21,186,355

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

765,227

$

712,423

Book overdraft

14,674

8,560

Deferred revenue

416,025

424,835

Accrued liabilities

810,367

745,013

Current portion of operating lease liabilities

44,272

46,335

Current portion of contingent consideration

65,029

61,945

Current portion of long-term debt and notes payable

8,667

8,355

Total current liabilities

2,124,261

2,007,466

Long-term portion of debt and notes payable

8,811,104

9,093,831

Long-term portion of operating lease liabilities

267,000

278,167

Long-term portion of contingent consideration

19,667

19,216

Deferred income taxes

1,085,613

1,113,470

Other long-term liabilities

576,337

616,586

Total liabilities

12,883,982

13,128,736

Commitments and contingencies

Shareholders’ equity:

Common shares: Unlimited shares authorized; 255,661,011 shares issued and 255,614,663 shares outstanding at December 31, 2025; 254,260,257 shares issued and 254,213,909 shares outstanding at March 31, 2026

2,783,431

2,502,503

Additional paid-in capital

373,239

366,546

Accumulated other comprehensive loss

(111,044)

(141,783)

Treasury shares: 46,348 and 46,348 shares at December 31, 2025 and March 31, 2026, respectively

-

-

Retained earnings

5,199,755

5,330,353

Total shareholders’ equity

8,245,381

8,057,619

Total liabilities and shareholders’ equity

$

21,129,363

$

21,186,355

-4-

Waste Connections, Inc.

Condensed Consolidated Statements of Cash Flows

Three months ended march 31, 2025 and 2026

(Unaudited)

(in thousands of U.S. dollars)

Three months ended March 31,

​ ​ ​

2025

​ ​ ​

2026

Cash flows from operating activities:

Net income

$

241,510

$

219,344

Adjustments to reconcile net income to net cash provided by operating activities:

Loss from disposal of assets, impairments and other

7,778

2,519

Adjustments to closure and post-closure liabilities

-

76,845

Depreciation

242,307

267,485

Amortization of intangibles

47,642

47,264

Deferred income taxes, net of acquisitions

36,165

28,537

Current period provision for expected credit losses

2,470

12,105

Amortization of debt issuance costs

2,034

2,163

Share-based compensation

23,438

17,587

Interest accretion

12,737

11,200

Adjustments to contingent consideration

(1,500)

-

Other

(1,013)

127

Net change in operating assets and liabilities, net of acquisitions

(72,029)

(139,578)

Net cash provided by operating activities

541,539

545,598

Cash flows from investing activities:

Payments for acquisitions, net of cash acquired

(380,417)

(63,087)

Capital expenditures for property and equipment

(212,455)

(296,596)

Proceeds from disposal of assets

969

1,779

Other

(11,308)

2,203

Net cash used in investing activities

(603,211)

(355,701)

Cash flows from financing activities:

Proceeds from long-term debt

782,904

1,156,176

Principal payments on notes payable and long-term debt

(541,737)

(843,898)

Payment of contingent consideration recorded at acquisition date

(20,137)

(4,108)

Change in book overdraft

(110)

(6,114)

Payments for repurchase of common shares

-

(283,959)

Payments for cash dividends

(81,477)

(88,746)

Tax withholdings related to net share settlements of equity-based compensation

(28,981)

(24,515)

Debt issuance costs

-

(4,008)

Proceeds from issuance of shares under employee share purchase plan

2,593

3,031

Proceeds from sale of common shares held in trust

324

-

Net cash provided by (used in) financing activities

113,379

(96,141)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(434)

(690)

Net increase in cash, cash equivalents and restricted cash

51,273

93,066

Cash, cash equivalents and restricted cash at beginning of period

198,173

229,580

Cash, cash equivalents and restricted cash at end of period

$

249,446

$

322,646

-5-

ADDITIONAL STATISTICS

(in thousands of U.S. dollars, except where noted)

Solid Waste Internal Growth:  The following table reflects a breakdown of the components of our solid waste internal growth for the three months ended March 31, 2026:

​ ​ ​

Three months ended

March 31, 2026

Yield(a)

4.7%

Surcharges

(0.1%)

Unit Volume(a)

(1.5%)

Recycling

(0.5%)

Foreign Exchange Impact

0.5%

Total

3.1%

Core Price(b)

6.0%

-----------------------------------------------------------------------------

(a) In the first quarter of 2026, WCN began providing a breakdown of organic growth in solid waste collection, transfer and disposal to include Yield and Unit Volume, which are performance metrics used by management to evaluate the effectiveness of our pricing and organic growth strategies.

Yield, or change in average price per unit of service, reflects the impacts of customer churn and new business activity and the resulting mix by line of business and by geographic segment;Unit Volume reflects estimated change in units of activity.

(b) Core Price is defined as the revenue growth attributable to price increases, net of rollbacks, on solid waste collection, transfer and disposal customers.  This definition is consistent with Core Price references provided in prior periods.

Revenue Breakdown: The following table reflects a breakdown of our revenue for the three-month periods ended March 31, 2025 and 2026:

Three months ended March 31, 2025

​ ​ ​

Revenue

​ ​ ​

Inter-company

Elimination

​ ​ ​

Reported

Revenue

​ ​ ​

%

Solid Waste Collection

$

1,621,077

$

(4,536)

$

1,616,541

72.5

%

Solid Waste Disposal and Transfer

658,023

(296,282)

361,741

16.2

%

Solid Waste Recycling

61,341

(2,084)

59,257

2.7

%

E&P Waste Treatment, Recovery and Disposal

150,899

(6,374)

144,525

6.5

%

Intermodal and Other

46,549

(437)

46,112

2.1

%

Total

$

2,537,889

$

(309,713)

$

2,228,176

100.0

%

Three months ended March 31, 2026

​ ​ ​

Revenue

​ ​ ​

Inter-company

Elimination

​ ​ ​

Reported

Revenue

​ ​ ​

%

Solid Waste Collection

$

1,709,628

$

(5,182)

$

1,704,446

71.9

%

Solid Waste Disposal and Transfer

714,624

(328,515)

386,109

16.3

%

Solid Waste Recycling

53,649

(2,061)

51,588

2.2

%

E&P Waste Treatment, Recovery and Disposal

187,572

(8,013)

179,559

7.6

%

Intermodal and Other

49,346

(417)

48,929

2.0

%

Total

$

2,714,819

$

(344,188)

$

2,370,631

100.0

%

-6-

ADDITIONAL STATISTICS (continued)

(in thousands of U.S. dollars, except where noted)

Contribution from Acquisitions: The following table reflects revenues from acquisitions, net of divestitures, for the three- month periods ended March 31, 2025 and 2026:

Three months ended

March 31,

​ ​ ​

2025

​ ​ ​

2026

Acquisitions, net

$

129,298

$

55,253

Other Cash Flow Items: The following table reflects cash interest and cash taxes for the three-month periods ended March 31, 2025 and 2026:

Three months ended

March 31,

​ ​ ​

2025

​ ​ ​

2026

Cash Interest Paid

$

84,154

$

108,244

Cash Taxes Paid

22,176

21,873

Debt to Book Capitalization at March 31, 2026: 53%

Internalization for the three months ended March 31, 2026: 60%

Days Sales Outstanding for the three months ended March 31, 2026: 39 (23 net of deferred revenue)

Share Information for the three months ended March 31, 2026:

Basic shares outstanding

255,347,786

Dilutive effect of equity-based awards

525,900

Diluted shares outstanding

255,873,686

-7-

NON-GAAP RECONCILIATION SCHEDULE

(in thousands of U.S. dollars, except where noted)

Reconciliation of Adjusted EBITDA:

Adjusted EBITDA, a non-GAAP financial measure, is provided supplementally because it is widely used by investors as a performance and valuation measure in the solid waste industry.  Management uses adjusted EBITDA as one of the principal measures to evaluate and monitor the ongoing financial performance of Waste Connections’ operations.  Waste Connections defines adjusted EBITDA as net income, plus income tax provision, plus interest expense, less interest income, plus depreciation and amortization expense, plus closure and post-closure accretion expense, plus or minus any loss or gain on impairments and other operating items, plus other expense, less other income.  Waste Connections further adjusts this calculation to exclude the effects of other items management believes impact the ability to assess the operating performance of its business.  This measure is not a substitute for, and should be used in conjunction with, GAAP financial measures.  Other companies may calculate adjusted EBITDA differently.

Three months ended

March 31,

​ ​ ​

2025

​ ​ ​

2026

Net income

$

241,510

$

219,344

Plus: Income tax provision

71,467

64,215

Plus: Interest expense

80,875

87,719

Less: Interest income

(1,770)

(3,113)

Plus: Depreciation and amortization

289,949

314,749

Plus: Closure and post-closure accretion

11,874

10,291

Plus: Impairments and other operating items

6,440

79,584

Less: Other income, net

(1,872)

(4,085)

Adjustments:

Plus: Transaction-related expenses(a)

11,970

2,360

Plus/(Less): Fair value changes to equity awards(b)

1,770

(1,536)

Adjusted EBITDA

$

712,213

$

769,528

As % of revenues

32.0%

32.5%

____________________________

(a) Reflects the addback of acquisition-related transaction costs.

(b) Reflects fair value accounting changes associated with certain equity awards.

-8-

NON-GAAP RECONCILIATION SCHEDULE (continued)

(in thousands of U.S. dollars, except where noted)

Reconciliation of Adjusted Free Cash Flow:

Adjusted free cash flow, a non-GAAP financial measure, is provided supplementally because it is widely used by investors as a liquidity measure in the solid waste industry.  Waste Connections calculates adjusted free cash flow as net cash provided by operating activities, plus or minus change in book overdraft, plus proceeds from disposal of assets, less capital expenditures for property and equipment.  Waste Connections further adjusts this calculation to exclude the effects of items management believes impact the ability to evaluate the liquidity of its business operations.  This measure is not a substitute for, and should be used in conjunction with, GAAP liquidity or financial measures.  Other companies may calculate adjusted free cash flow differently.

Three months ended

March 31,

​ ​ ​

2025

​ ​ ​

2026

Net cash provided by operating activities

$

541,539

$

545,598

Less: Change in book overdraft

(110)

(6,114)

Plus: Proceeds from disposal of assets

969

1,779

Less: Capital expenditures for property and equipment

(212,455)

(296,596)

Adjustments:

Transaction-related expenses(a)

2,392

1,614

Pre-existing Progressive Waste share-based grants(b)

16

-

Executive separation costs(c)

449

-

Tax effect(d)

(725)

(404)

Adjusted free cash flow

$

332,075

$

245,877

As % of revenues

14.9%

10.4%

___________________________

(a) Reflects the addback of acquisition-related transaction costs.

(b) Reflects the cash settlement of pre-existing Progressive Waste share-based awards during the period.

(c) Reflects the cash component of severance expense associated with an executive departure from 2023.

(d) The aggregate tax effect of footnotes (a) through (c) is calculated based on the applied tax rates for the respective periods.

-9-

NON-GAAP RECONCILIATION SCHEDULE (continued)

(in thousands of U.S. dollars, except per share amounts)

Reconciliation of Adjusted Net Income and Adjusted Net Income per Diluted Share:

Adjusted net income and adjusted net income per diluted share, both non-GAAP financial measures, are provided supplementally because they are widely used by investors as valuation measures in the solid waste industry.  Management uses adjusted net income and adjusted net income per diluted share as one of the principal measures to evaluate and monitor the ongoing financial performance of Waste Connections’ operations.  Waste Connections provides adjusted net income to exclude the effects of items management believes impact the comparability of operating results between periods.  Adjusted net income has limitations due to the fact that it excludes items that have an impact on the Company’s financial condition and results of operations.  Adjusted net income and adjusted net income per diluted share are not a substitute for, and should be used in conjunction with, GAAP financial measures.  Other companies may calculate these non-GAAP financial measures differently.

Three months ended

March 31,

2025

​ ​

2026

Reported net income

$

241,510

$

219,344

Adjustments:

Amortization of intangibles(a)

47,642

47,264

Impairments and other operating items(b)

6,440

79,584

Transaction-related expenses(c)

11,970

2,360

Fair value changes to equity awards(d)

1,770

(1,536)

Tax effect(e)

(16,212)

(32,136)

Adjusted net income

$

293,120

$

314,880

Diluted earnings per common share:

Reported net income

$

0.93

$

0.86

Adjusted net income

$

1.13

$

1.23

____________________________

(a) Reflects the elimination of the non-cash amortization of acquisition-related intangible assets.

(b) Reflects the addback of impairments and other operating items.

(c) Reflects the addback of acquisition-related transaction costs.

(d) Reflects fair value accounting changes associated with certain equity awards.

(e) The aggregate tax effect of the adjustments in footnotes (a) through (d) is calculated based on the applied tax rates for the respective periods.

-10-

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v3.26.1

Document and Entity Information

Apr. 22, 2026

Document and Entity Information [Abstract]

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Document Period End Date

Apr. 22, 2026

Securities Act File Number

1-34370

Entity Registrant Name

Waste Connections, Inc.

Entity Incorporation, State or Country Code

A6

Entity Tax Identification Number

98-1202763

Entity Address, Address Line One

6220 Hwy 7

Entity Address, Address Line Two

Suite 600

Entity Address, City or Town

Woodbridge

Entity Address, State or Province

ON

Entity Address, Postal Zip Code

L4H 4G3

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CA

City Area Code

905

Local Phone Number

532-7510

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