WCN 8-K Current Reports

Other EventsExhibits & Filings

Waste Connections 8-K Report, Financial Results (Oct 21, 2026)

Waste Connections, Inc. (TSX/NYSE: WCN) reported third quarter 2026 results on October 21, 2026, according to Exhibit 99.1, a press release that also updated its full-year 2026 outlook. Revenue was $2.638 billion, up from $2.458 billion a year earlier. Operating income was $541.7 million versus $439.6 million, and net income was $359.2 million, or $1.43 per diluted share, versus $286.3 million, or $1.11 per share. Adjusted EBITDA was $895.8 million, or 34.0% of revenue, compared with $830.3 million and 33.8% a year earlier. Adjusted net income per diluted share was $1.58 versus $1.44. Management said solid waste unit volumes improved 70 basis points sequentially, led by landfill volumes, and that underlying margin expanded 50 basis points despite a late-quarter rise in diesel prices. The company raised its full-year 2026 outlook for the second time, now estimating revenue of approximately $10.09 billion, net income of approximately $1.18 billion, and adjusted EBITDA of approximately $3.345 billion. It expects capital expenditures of approximately $1.25 billion, net cash provided by operating activities of $2.64 billion to $2.69 billion, and adjusted free cash flow of $1.40 billion to $1.45 billion. The outlook excludes additional acquisitions that may close during the year and the expensing of transaction-related items. Management said it remains positioned for double-digit growth in adjusted free cash flow. Capital allocation remained active. The company increased its regular quarterly dividend by 10%, its sixteenth consecutive annual increase, and completed over $1 billion of share repurchases year to date, equal to 2.5% of outstanding shares. It also closed acquisitions with approximately $130 million in annualized revenues year to date. Debt to book capitalization was 54% at September 30, 2026, and long-term debt and notes payable were $9.43 billion, up from $8.81 billion at December 31, 2025.

Oct 21, 2026 8-K

Waste Connections 8-K Report, Corporate Update (Aug 7, 2026)

On August 7, 2026, Waste Connections, Inc. announced that the Toronto Stock Exchange approved the annual renewal of its normal course issuer bid (NCIB) for potential share repurchases. The renewed NCIB will follow the expiration of the current NCIB on August 11, 2026, and covers purchases during the period from August 12, 2026, to August 11, 2027, or until an earlier completion or termination at the Company's option. The Company may buy up to 12,578,462 common shares, which the filing states is 5% of its 251,569,244 issued and outstanding common shares as of July 31, 2026. All repurchased shares will be cancelled. The filing states that repurchases will be made on the open market at prevailing prices through the TSX, the NYSE, NYSE Texas and/or alternative Canadian trading systems. Management will base decisions on market conditions, share price and other factors, including potential acquisition growth opportunities. The Company says the renewal reflects its objective to return capital to shareholders over time. Daily purchase limits are set by TSX and NYSE rules, with the TSX daily cap at 95,113 shares, based on 25% of average daily TSX trading volume of 380,453 shares. Under the 2025 NCIB, the Company had obtained approval to purchase up to 12,855,691 common shares for cancellation. As of August 6, 2026, it had bought 6,103,527 common shares through the NYSE under that program. The filing is a routine Item 8.01 disclosure that furnishes the press release as Exhibit 99.1.

Aug 7, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Waste Connections 8-K Report, Material Agreement (Aug 4, 2026)

On August 4, 2026, Waste Connections, Inc. completed an underwritten public offering of two series of Canadian-dollar senior unsecured notes: C$300,000,000 of 4.200% Senior Notes due September 4, 2033 (the 2033 Notes) and C$400,000,000 of 4.550% Senior Notes due September 4, 2036 (the 2036 Notes). The offering was registered under the company's Form S-3 shelf (File No. 333-282813) via a prospectus supplement dated July 27, 2026, and was also made on a private placement basis in Canada under a Canadian Offering Memorandum. The notes were issued under the Base Indenture dated November 16, 2018, as supplemented by a Twelfth Supplemental Indenture dated August 4, 2026, with U.S. Bank Trust Company, National Association as trustee. Interest is payable semi-annually on March 4 and September 4, beginning March 4, 2027, and the notes rank equally with the company's other senior unsecured debt. They are not guaranteed by any subsidiaries. The notes carry customary terms for investors: the 2033 Notes may be redeemed before July 4, 2033 at the greater of par or a make-whole amount, and at par plus accrued interest thereafter; the 2036 Notes have a similar structure with a par call date of June 4, 2036. Holders may require repurchase at 101% of principal upon certain change of control events. The indenture includes covenants limiting liens, sale-leaseback transactions and mergers or sales of substantially all assets, along with customary events of default. The filing also includes an additional amounts provision and a tax-related redemption right at 100% of principal. The filing incorporates the Form S-3 prospectus materials and the company's Form 10-K for fiscal year 2025 by reference for risk factors. Exhibits include the indentures, the Agency Agreement with Computershare Trust Company of Canada as paying and transfer agent, and legal opinions from Latham & Watkins LLP and Bennett Jones LLP. The filing does not state the use of proceeds in detail beyond referencing it in the forward-looking statements section.

Aug 4, 2026 8-K

Waste Connections 8-K Report, Material Agreement (Jul 28, 2026)

Waste Connections, Inc. (TSX/NYSE: WCN) announced on July 27, 2026 that it priced an underwritten public offering in the U.S. and a private placement in Canada of C$700 million of Canadian dollar-denominated senior notes. The offering consists of C$300 million of 4.200% Senior Notes due 2033, priced at 99.838% of face value, and C$400 million of 4.550% Senior Notes due 2036, priced at 99.611% of face value. The Underwriting Agreement with CIBC World Markets Inc., Scotia Capital Inc. and TD Securities Inc., and the other named underwriters, was entered into on July 27, 2026. The Company expects net proceeds of approximately C$691.9 million after underwriting fees and estimated offering expenses. It intends to use these proceeds, together with cash on hand, to repay a portion of the Canadian dollar-denominated borrowings outstanding under its revolving credit facility. The offering is expected to close on August 4, 2026, subject to market conditions and customary closing conditions. The notes will be senior unsecured obligations of the Company. The filing also discloses that certain underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings with the Company, and that certain underwriters serve roles under the revolving credit facility and will indirectly receive a portion of the offering proceeds. The offering is registered under a Form S-3ASR shelf registration statement (File No. 333-282813).

Jul 28, 2026 8-K

Waste Connections 8-K Report, Financial Results (Jul 22, 2026)

Waste Connections, Inc. reported second quarter 2026 revenue of $2.562 billion, up from $2.407 billion a year earlier, and net income of $296.4 million, or $1.17 per diluted share. Adjusted net income was $381.7 million, or $1.50 per diluted share, compared with $1.29 in the prior-year period. Adjusted EBITDA reached $840.1 million, up 6.8%, and the adjusted EBITDA margin was 32.8% of revenue. Management said results were above expectations, with margin expansion of 70 basis points on an underlying basis despite rapidly rising fuel costs and lower commodity values. Operating income was reduced by $58.5 million of impairments tied to adjustments to landfill closure and post-closure costs. The company raised its full-year 2026 outlook, now estimating revenue of $10.02 billion to $10.05 billion, net income of $1.169 billion to $1.173 billion, and adjusted EBITDA of $3.33 billion to $3.34 billion. It also expects net cash provided by operating activities of $2.63 billion to $2.68 billion and adjusted free cash flow of $1.40 billion to $1.45 billion, with capital expenditures of approximately $1.25 billion. The outlook excludes any contribution from acquisitions that may close later in the year. Management cited upside from improving commodity trends and incremental acquisitions. Capital allocation remained active. The company repurchased $614.5 million of shares year to date, approximately 1.5% of shares outstanding, and completed acquisitions with over $100 million in annualized revenue. Debt to book capitalization was 54% as of June 30, 2026. The information is furnished under Items 2.02 and 7.01 and is being provided through a press release (Exhibit 99.1) that also includes the financial tables and non-GAAP reconciliations. The company scheduled a conference call on July 23, 2026 at 8:30 A.M. Eastern Time.

Jul 22, 2026 8-K

Waste Connections 8-K Report, Shareholder Vote Results (May 15, 2026)

Waste Connections, Inc. (TSX/NYSE: WCN) held its 2026 annual meeting of shareholders on May 15, 2026, and all eight director nominees were elected, each receiving a majority of the votes cast under the company's majority voting policy. Susan "Sue" Lee received the lowest support, with 141,080,632 votes for (66.35%) and 71,523,158 withheld (33.64%), while the other seven nominees received between roughly 92% and 99% support, with Cherylyn Harley LeBon at 99.22% and Carl D. Sparks at 99.29%. Shareholders also approved, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the proxy statement, with 202,685,794 votes for, 9,000,505 against, and 917,491 abstaining. Shareholders additionally approved the appointment of Grant Thornton LLP as the independent registered public accounting firm for 2026 and authorized the Board to fix its remuneration, with 220,060,280 votes for and 658,573 withheld. The filing is largely procedural. Its substantive content is the disclosure of the annual meeting voting results, and it notes that final voting results on all matters will be filed with the SEC and Canadian securities regulators.

May 15, 2026 8-K

Waste Connections 8-K Report, Financial Results (Apr 22, 2026)

Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada, furnished a press release announcing its first quarter 2026 results, filed under Items 2.02 and 7.01 of this Form 8-K. Revenue was $2.371 billion, up from $2.228 billion in the prior-year period. Operating income was $364.1 million, including $80.4 million primarily in impairments related to adjustments to landfill closure and post-closure costs, compared with $390.2 million in the prior-year period. Net income was $219.3 million, or $0.86 per diluted share, versus $241.5 million, or $0.93 per diluted share, a year earlier. On a non-GAAP basis, adjusted net income was $314.9 million, or $1.23 per diluted share, up from $293.1 million, or $1.13 per diluted share. Adjusted EBITDA was $769.5 million, up from $712.2 million, with an adjusted EBITDA margin of 32.5% compared with 32.0% a year earlier. Management said results were above its expectations and pointed to possible upside to its 2026 outlook from commodity-related impacts, solid waste organic growth and additional acquisitions. The company also reported year-to-date share repurchases of over $360 million, or approximately 1% of shares outstanding, and cash dividends of $0.350 per share for the quarter versus $0.315 a year earlier. The filing's cash flow statement shows net cash provided by operating activities of $545.6 million, capital expenditures of $296.6 million, and payments for acquisitions of $63.1 million in the quarter. Adjusted free cash flow was $245.9 million, or 10.4% of revenues, compared with $332.1 million, or 14.9% of revenues, in the prior-year period. Management expects another outsized year of acquisition activity.

Apr 22, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Waste Connections 8-K Report, Executive Changes (Mar 18, 2026)

Waste Connections, Inc. (NYSE/TSX: WCN) filed a Current Report on Form 8-K dated March 18, 2026, to report the appointment of Daniel L. Florness to its Board of Directors. The Board increased its size from eight to nine members and appointed Mr. Florness as a director effective April 1, 2026. He will also serve on the Board's Audit Committee effective the same date. The Board determined that Mr. Florness meets the applicable independence standards under NYSE listing rules, Regulation S-K Items 407(a) and (d), and applicable Canadian securities laws. Mr. Florness, 62, is currently Chief Executive Officer and a director of Fastenal Company, roles he has held since 2016. He previously served as Fastenal's President and CEO from 2016 to 2024 and as its Executive Vice President and Chief Financial Officer from 2002 to 2015. The filing also states that he has announced his intention to step out of his Fastenal CEO role and resign from its Board effective July 16, 2026. He will receive standard non-employee director compensation, pro-rated for his partial term, and will enter into the Company's standard indemnification agreement. The filing contains no financial results or operational metrics. Its significance for investors is limited to board composition and governance, with the appointment described as adding executive experience in accounting, marketing and public finance, according to CEO Ronald J. Mittelstaedt's statement in the accompanying press release (Exhibit 99.1).

Mar 18, 2026 8-K

Waste Connections 8-K Report, Material Agreement (Mar 16, 2026)

Waste Connections, Inc. completed an underwritten public offering on March 16, 2026 of $600,000,000 aggregate principal amount of its 4.800% Senior Notes due 2036. The Notes were issued under a Base Indenture dated November 16, 2018, as supplemented by an Eleventh Supplemental Indenture dated March 16, 2026, with U.S. Bank Trust Company, National Association, as trustee. Interest is payable semi-annually on January 15 and July 15, beginning July 15, 2026, and the Notes mature on July 15, 2036. The Notes are senior unsecured obligations of the Company, ranking equally with its other existing and future unsubordinated debt, and they are not guaranteed by any subsidiaries. The Notes are redeemable at the Company's option before April 15, 2036 (three months before maturity) at the greater of par or a make-whole present value amount, plus accrued interest, and at par plus accrued interest from April 15, 2036. Holders may require repurchase at 101% of principal plus accrued interest upon certain change of control events. The Indenture includes covenants limiting liens, sale-leaseback transactions, and mergers or sales of all or substantially all assets, along with customary events of default, including non-payment, covenant breach uncured for 60 days, and bankruptcy or insolvency events. The filing incorporates terms by reference to the March 5, 2026 prospectus supplement and the October 24, 2024 base prospectus. Exhibits include the Base Indenture, the Eleventh Supplemental Indenture, and legal opinions from Latham & Watkins LLP and Bennett Jones LLP on the enforceability and legality of the Notes. The filing does not state the use of proceeds beyond referencing it within forward-looking statements.

Mar 16, 2026 8-K

Waste Connections 8-K Report, Material Agreement (Mar 6, 2026)

Waste Connections, Inc. (TSX/NYSE: WCN) entered into an underwriting agreement on March 5, 2026 with BofA Securities, J.P. Morgan Securities, PNC Capital Markets and Truist Securities, as representatives of the underwriters, for a public offering of $600 million aggregate principal amount of 4.800% Senior Notes due 2036. The Notes are senior unsecured obligations of the Company. The offering was registered under an effective shelf registration statement (File No. 333-282813) and a prospectus supplement dated March 5, 2026. According to the pricing press release (Exhibit 99.2), the Notes were priced at 99.732% of face value, with the offering expected to close on March 16, 2026. Net proceeds are expected to be approximately $593 million after underwriting fees and estimated offering expenses. The Company intends to use the proceeds, together with cash on hand, to repay a portion of the borrowings outstanding under its revolving credit facility. The filing also notes that certain underwriters and their affiliates have engaged in, and may continue to engage in, investment banking and other commercial dealings with the Company, and that some of them serve roles under the revolving credit facility and will indirectly receive a portion of the offering proceeds. Completion of the offering is subject to market conditions and other customary closing conditions.

Mar 6, 2026 8-K

Waste Connections 8-K Report, Financial Results (Feb 11, 2026)

Waste Connections, Inc., an Ontario corporation, furnished a press release dated February 11, 2026 (Exhibit 99.1) reporting fourth quarter and full year 2025 results and its full year 2026 outlook. For Q4 2025, revenue was $2.373 billion, up from $2.260 billion a year earlier. Operating income was $420.8 million, compared with an operating loss of $199.2 million in the prior-year period, which included large impairments. Net income attributable to Waste Connections was $258.5 million, or $1.01 per diluted share, versus a net loss of $196.0 million, or $0.76 per share, a year earlier. Adjusted EBITDA was $795.6 million, up from $731.9 million, and the adjusted EBITDA margin was 33.5% of revenue, up 110 basis points year over year. For full year 2025, revenue was $9.467 billion and net income was $1.077 billion, or $4.17 per diluted share. Adjusted EBITDA was $3.125 billion, or 33.0% of revenue, up 50 basis points year over year. The company completed acquisitions with approximately $330 million in annualized revenue and returned a record $839.3 million to shareholders. Management cited leverage of 2.75 times and said the balance sheet provides optionality for acquisitions and further shareholder returns. For 2026, the company expects revenue of $9.90 billion to $9.95 billion, net income attributable to Waste Connections of $1.223 billion to $1.238 billion, and adjusted EBITDA of $3.300 billion to $3.325 billion. It expects net cash provided by operating activities of $2.65 billion to $2.70 billion, capital expenditures of approximately $1.25 billion, and adjusted free cash flow of $1.40 billion to $1.45 billion, which the release describes as up 11.2% to 15.1% year over year. The outlook assumes no change in the current economic environment and excludes expensing of transaction-related items, with upside possible from additional acquisitions, higher commodity prices, or stronger macroeconomic activity.

Feb 11, 2026 8-K

Waste Connections 8-K Report, Financial Results (Oct 21, 2025)

Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada, furnished a press release announcing its third quarter 2025 results (Exhibit 99.1). Revenue was $2.458 billion for the third quarter, up from $2.338 billion a year earlier, and $7.094 billion for the nine months ended September 30, 2025, up from $6.659 billion. Net income attributable to Waste Connections was $286.3 million, or $1.11 per diluted share, for the quarter, compared with $308.0 million, or $1.19 per share, in the prior-year period. Operating income was $439.6 million, including $60.1 million of impairments and other operating items, primarily contract write-downs, a non-operating E&P waste facility permit write-down, and an environmental liability at an operating facility. Adjusted net income attributable to Waste Connections was $372.0 million, or $1.44 per diluted share, versus $1.35 a year earlier, and adjusted EBITDA was $830.3 million, or 33.8% of revenue, versus $787.4 million, a non-GAAP measure reconciled in the filing. Management said operating trends continued to improve, with solid waste margin expansion of approximately 80 basis points in the quarter, and reaffirmed that it expects full-year 2025 results in line with its July outlook. The company increased its regular quarterly dividend by 11.1% to $0.315 per share, completed share repurchases of approximately 1% of shares outstanding, and closed or signed definitive agreements for acquisitions totaling approximately $300 million in annualized revenue year to date. For the nine months, cash provided by operating activities was $1.857 billion, capital expenditures were $794.9 million, and adjusted free cash flow was $1.084 billion. Debt to book capitalization was 52% at September 30, 2025. The company will host an earnings conference call on October 22, 2025 at 8:30 A.M. Eastern Time.

Oct 21, 2025 8-K

Waste Connections 8-K Report, Executive Changes (Aug 5, 2025)

Waste Connections, Inc. filed this Current Report on Form 8-K dated August 5, 2025 to disclose a leadership change and a related compensation arrangement. On July 31, 2025, the Company named Jason Craft as Executive Vice President and Chief Operating Officer, effective August 9, 2025. Mr. Craft, age 50, succeeds Darrell W. Chambliss, whose retirement from the role the Company had previously announced. Mr. Craft currently serves as Regional Vice President – Southern Region and has been with the Company since 2003. Under a letter agreement dated August 4, 2025 with Waste Connections US, Inc. under the Company's Separation Benefits Plan, Mr. Craft's annual base salary will be $500,000, with a target annual bonus of 100% of base salary. He will be eligible for equity awards at levels determined by the Board or Compensation Committee, with the target annual award value expected to equal 225% of his base salary on the grant date. The filing states there are no arrangements under which he was selected, no family relationships with directors or executive officers, and no related-person transactions requiring disclosure under Item 404(a) of Regulation S-K. For investors, the filing is primarily a management succession and compensation disclosure rather than a financial update. It contains no financial results or guidance. The key items are the identity of the incoming operations leader and the defined pay structure tied to his new role.

Aug 5, 2025 8-K

Waste Connections 8-K Report, Executive Changes (Jul 30, 2025)

Waste Connections, Inc. filed this Current Report on Form 8-K dated July 30, 2025 to disclose a senior executive transition. On July 24, 2025, the company announced the retirement of Darrell W. Chambliss from his position as Executive Vice President and Chief Operating Officer, a role he had held since 2003. In connection with the transition, Mr. Chambliss will become Senior Advisor. On July 28, 2025, Mr. Chambliss entered into a new letter agreement with Waste Connections US, Inc. under the company's Separation Benefits Plan, as amended and restated July 26, 2022. Under the agreement, his annual base salary will be $50,000, and he will not be eligible for future bonus or equity awards. The company anticipates appointing a successor to his role in due course. For investors, the filing is primarily a leadership-transition disclosure. It does not state any financial results or changes to operations, and the reduced compensation reflects his move from an operating executive role to an advisory one. The filing also indicates the successor has not yet been named.

Jul 30, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Waste Connections 8-K Report, Financial Results (Jul 23, 2025)

Waste Connections, Inc. (TSX/NYSE: WCN) reported second quarter 2025 results on July 23, 2025, with revenue of $2.407 billion, up from $2.248 billion a year earlier, and operating income of $459.5 million versus $424.7 million. Net income attributable to Waste Connections was $290.3 million, or $1.12 per diluted share, compared with $275.5 million, or $1.07 per diluted share, in the prior-year period. Adjusted net income was $333.1 million, or $1.29 per diluted share, and adjusted EBITDA was $786.4 million, or 32.7% of revenue, compared with $731.8 million in the prior-year quarter. The company stated that solid waste core price grew 6.6% in the quarter, and that results were above its outlook for the quarter despite lower-than-expected contributions from commodity-related activities and economic sluggishness. For the full year 2025, the company maintained its outlook for approximately $9.450 billion in revenue and $3.120 billion in adjusted EBITDA, about 33.0% of revenue, and it estimated adjusted free cash flow of approximately $1.300 billion. Capital expenditures are expected to be between $1.200 billion and $1.250 billion. Management said the outlook remains within the ranges provided in February and excludes the effect of additional acquisitions. Waste Connections has completed acquisitions with approximately $200 million in annualized revenue so far in 2025, and it noted opportunistic share repurchases were already underway. Six-month results showed revenue of $4.635 billion, operating income of $849.8 million, net income of $531.8 million, and adjusted EBITDA of $1.499 billion. Cash flow from operations for the six months was $1.180 billion, and capital expenditures were $497.8 million. The company also furnished Exhibit 99.1, a press release announcing these second quarter 2025 results and updated outlook, and it scheduled a conference call for July 24, 2025.

Jul 23, 2025 8-K

Waste Connections 8-K Report, Material Agreement (Jun 4, 2025)

On June 4, 2025, Waste Connections, Inc. completed an underwritten public offering of $500,000,000 aggregate principal amount of its 5.250% Senior Notes due 2035. The Notes are senior unsecured obligations of the Company, rank equally in right of payment with its other existing and future unsubordinated debt, are senior to any future subordinated debt, and will not be guaranteed by any of its subsidiaries. Interest is payable March 1 and September 1 of each year, beginning March 1, 2026, with maturity on September 1, 2035. The Notes are issued under the November 16, 2018 Base Indenture with U.S. Bank Trust Company, National Association, as trustee, as supplemented by the Tenth Supplemental Indenture dated June 4, 2025. The Company may redeem the Notes before June 1, 2035 at the greater of par or a make-whole-style present value amount plus accrued interest, and at par plus accrued interest from June 1, 2035. The Company may also redeem the Notes at par plus accrued interest if it becomes obligated to pay Additional Amounts due to certain tax law changes that it cannot avoid through reasonable measures. Upon certain change of control events, holders may require repurchase at 101% of principal plus accrued interest. The Indenture includes covenants limiting liens, sale-leaseback transactions, and mergers or sales of all or substantially all assets, along with customary events of default, including non-payment, covenant breach uncured for 60 days, and bankruptcy or insolvency events. The filing states that terms are further described in the prospectus supplement dated May 28, 2025 and the base prospectus dated October 24, 2024. The Company also incorporates by reference the Base Indenture and Tenth Supplemental Indenture as Exhibits 4.1 and 4.2, and includes legal opinions from Latham & Watkins LLP and Bennett Jones LLP on the Notes.

Jun 4, 2025 8-K

Material AgreementsExhibits & Filings

Waste Connections 8-K Report, Material Agreement (May 29, 2025)

Waste Connections, Inc. (TSX/NYSE: WCN) entered into an underwriting agreement dated May 28, 2025 with BofA Securities, J.P. Morgan Securities, PNC Capital Markets and Truist Securities, as representatives of the underwriters, for a public offering of $500 million aggregate principal amount of its 5.250% Senior Notes due 2035. The Notes will be senior unsecured obligations of the Company. The offering was priced at 99.874% of face value and is expected to close on June 4, 2025. The Company expects net proceeds of approximately $495 million after underwriting fees and estimated offering expenses. Waste Connections intends to use the proceeds to repay a portion of the borrowings outstanding under its revolving credit facility. Certain underwriters and their affiliates serve various roles under that revolving credit facility and will therefore indirectly receive a portion of the offering proceeds. The offering is registered under an effective shelf registration statement (File No. 333-282813) and is subject to market conditions and customary closing conditions, with no assurance it will be completed as described or at all. The filing also furnishes press releases announcing the launch and pricing of the offering.

May 29, 2025 8-K

Waste Connections 8-K Report, Material Agreement (May 27, 2025)

Waste Connections, Inc. filed this Current Report on Form 8-K to disclose that on May 23, 2025, it entered into Amendment No. 1 (the "First Amendment") to its Revolving Credit Agreement dated February 27, 2024. The Company, as borrower, and Bank of America, N.A., acting through its Canada Branch, as global agent and swing line lender, together with Bank of America, N.A. as U.S. agent and the other lenders and L/C issuers, agreed to amend the facility. The amendment removes the credit spread adjustment applicable to Term SOFR Loans (or, where applicable, loans bearing interest by reference to Daily Simple SOFR) under the Revolving Credit Agreement. The filing does not state any change to borrowing capacity, maturity, or other pricing terms. The First Amendment is filed as Exhibit 10.1 and is incorporated by reference. The filing is signed by Mary Anne Whitney, Executive Vice President and Chief Financial Officer.

May 27, 2025 8-K

Waste Connections 8-K Report, Executive Changes (May 20, 2025)

Waste Connections, Inc. reported a leadership change in its finance organization. On May 15, 2025, the company named Derek Tan as Senior Vice President and Chief Accounting Officer, effective May 19, 2025. Mr. Tan, age 40, succeeds Matthew S. Black, who moved on the same date to his former role of Senior Vice President and Chief Tax Officer. Mr. Tan previously served as Vice President – Financial Reporting and has been with the Company since 2016. Under a letter agreement dated May 19, 2025, between Waste Connections US, Inc. and Mr. Tan, entered under the company's Separation Benefits Plan (as amended and restated July 26, 2022), his base salary will be $350,000 with a target annual bonus of 70% of base salary. He will also be eligible for equity awards on terms and at participation levels the Board or Compensation Committee considers appropriate. The filing states there are no arrangements or understandings tied to his selection, no family relationships with directors or executive officers, and no related-person transactions requiring disclosure under Item 404(a) of Regulation S-K. The filing is limited to this executive appointment and compensation arrangement. The full letter agreement is filed as Exhibit 10.1 to the report, and the Separation Benefits Plan is incorporated by reference to Exhibit 10.1 of the company's Form 10-Q filed August 3, 2022. The report was signed by Mary Anne Whitney, Executive Vice President and Chief Financial Officer, on May 20, 2025.

May 20, 2025 8-K

Waste Connections 8-K Report, Shareholder Vote Results (May 16, 2025)

Waste Connections, Inc. (TSX/NYSE: WCN) filed this Current Report on Form 8-K dated May 16, 2025, to report the results of its 2025 annual meeting of shareholders, held that day. Under Item 5.07, all eight director nominees were elected, with each receiving a majority of the votes cast under the Company's majority voting policy. For example, Andrea E. Bertone received 214,127,714 votes for (96.65%) and Cherylyn Harley LeBon received 219,710,796 votes for (99.17%). Shareholders also approved, on a non-binding advisory basis, the compensation of the named executive officers (Say-on-Pay) with 210,688,119 votes for and 10,336,222 against, and approved the appointment of Grant Thornton LLP as the independent registered public accounting firm for 2025 with 228,301,261 votes for and 298,496 withheld. The filing is a shareholder-matters report with no financial results, guidance, or transaction terms. Item 8.01 states that a press release dated May 16, 2025 announcing the director elections and related matters is attached as Exhibit 99.1, and Exhibit 99.1 restates the same voting results. The exhibit also includes the Company's standard business description, describing it as an integrated solid waste services company serving approximately nine million customers across 46 U.S. states and six Canadian provinces. For investors, the meeting outcome shows broad shareholder support for the board and the executive pay program, though Say-on-Pay drew around 10.3 million votes against, and the Company stated that final voting results will be filed with the SEC and Canadian securities regulators.

May 16, 2025 8-K

Waste Connections 8-K Report, Regulation FD Disclosure (Apr 24, 2025)

Waste Connections, Inc. furnished an 8-K on April 24, 2025 under Item 7.01 (Regulation FD Disclosure) to restate the second-quarter 2025 outlook it highlighted on its earnings conference call that day. The company estimates second-quarter revenue of $2.375 billion to $2.400 billion, net income attributable to Waste Connections of $281.0 million to $285.5 million, and Adjusted EBITDA of $777 million to $785 million, or approximately 32.7% of revenue. The reconciliation schedule bridges net income to Adjusted EBITDA using estimated income tax provision of $91.0 million to $92.5 million (approximately a 24.5% effective rate), interest expense net of interest income of $82.0 million, depreciation and depletion of $261.0 million to $263.0 million (approximately 11.0% of revenue), amortization of $50.0 million (approximately 2.1% of revenue, or $0.14 per diluted share net of taxes), and closure and post-closure accretion of $12.0 million. The company states these estimates assume no significant change in underlying economic trends and exclude any impact from additional acquisitions that may close during the remainder of the second quarter and any transaction-related expenses. The filing also includes the company's standard non-GAAP disclosure explaining that Adjusted EBITDA is used by investors and management as a performance and valuation measure in the solid waste industry, along with forward-looking statement cautions. The information in Item 7.01 is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Apr 24, 2025 8-K

Waste Connections 8-K Report, Financial Results (Apr 23, 2025)

Waste Connections, Inc. reported first quarter 2025 results in a press release furnished as Exhibit 99.1 to this Form 8-K, dated April 23, 2025. Revenue was $2.228 billion, up from $2.073 billion in the year-ago period. Operating income was $390.2 million, compared with $366.8 million in the first quarter of 2024. Net income attributable to Waste Connections was $241.5 million, or $0.93 per diluted share, versus $230.1 million, or $0.89 per diluted share, a year earlier. Adjusted EBITDA, a non-GAAP measure, was $712.2 million, a 32.0% margin of revenues, compared with $650.7 million (31.4%) in the prior-year period. Adjusted net income was $293.1 million, or $1.13 per diluted share, up from $1.04. Core solid waste price was 6.9%, which management credited with driving results. Volume was a 2.8% headwind, which the company attributed to protracted weather events across many markets. Net cash provided by operating activities was $541.5 million and adjusted free cash flow was $332.1 million. Capital expenditures were $212.5 million and payments for acquisitions were $380.4 million. Year-to-date acquired annualized revenue exceeded $125 million, including a recycling facility in New Jersey. Management said the balance sheet and free cash flow provide room for above-average acquisition activity in 2025 and increased shareholder returns. Cash dividends were $0.315 per share, up from $0.285. The company stated it would file a separate Form 8-K before market open on April 24, 2025, providing its second-quarter 2025 outlook for revenue and adjusted EBITDA. A conference call was scheduled for April 24, 2025 at 8:30 A.M. Eastern Time.

Apr 23, 2025 8-K

Waste Connections 8-K Report, Regulation FD Disclosure (Feb 13, 2025)

Waste Connections, Inc. furnished this Form 8-K under Item 7.01 (Regulation FD Disclosure) to restate outlook highlighted on its February 13, 2025 earnings conference call. For the first quarter of 2025, the company estimates revenue of $2.200 billion to $2.225 billion, net income attributable to Waste Connections of $241.0 million to $246.0 million, and Adjusted EBITDA of $700 million to $710 million, or 31.8% to 31.9% of revenue. The filing's reconciliation schedule shows the components bridging net income to Adjusted EBITDA for the quarter, including an income tax provision of $72.0 million to $74.0 million (approximately a 23% effective rate), interest expense net of interest income of $80.0 million, depreciation and depletion of $247.0 million to $250.0 million (approximately 11.2% of revenue), amortization of $48.0 million (approximately 2.2% of revenue, or $0.13 per diluted share net of taxes), and closure and post-closure accretion of $12.0 million. For the full year, in addition to the outlook provided in a separate Form 8-K filed February 12, 2025, the company expects solid waste price plus volume growth of 4% to 5%, excluding about a half-point volume impact from the closing of its Chiquita Canyon Landfill, on pricing of about 6.0%. The estimates assume no change in the current economic environment and include contributions from acquisitions signed under definitive agreements and expected to close in the second quarter, but exclude additional acquisitions closing later in the year and transaction-related expensing.

Feb 13, 2025 8-K

Waste Connections 8-K Report, Financial Results (Feb 12, 2025)

Waste Connections, Inc., an Ontario corporation, furnished an 8-K on February 12, 2025 attaching a press release that reports fourth quarter and full year 2024 results and gives its full year 2025 outlook. For full year 2024, revenue was $8.920 billion, up from $8.022 billion, and net income attributable to Waste Connections was $617.6 million, or $2.39 per diluted share. Adjusted net income was $1.239 billion ($4.79 per diluted share), and adjusted EBITDA was $2.902 billion, or 32.5% of revenue. Operating income was reduced by $613.0 million of impairments, primarily related to the early closure of a landfill. Fourth quarter results included a net loss of $196.0 million, driven by $601.6 million of impairments and landfill closure and post-closure cost adjustments. The company reported net cash provided by operating activities of $2.229 billion and adjusted free cash flow of $1.218 billion for 2024. It also completed a record year of private company acquisitions totaling approximately $750 million in annualized revenue. Payments for acquisitions, net of cash acquired, were $2.121 billion for the year. Year-end debt to book capitalization was 51%, and management referred to year-end leverage of less than 2.7 times. For 2025, management guided to revenue of $9.450 billion to $9.600 billion, net income of $1.186 billion to $1.224 billion, and adjusted EBITDA margin of 33.0% to 33.3%. Adjusted free cash flow is expected between $1.300 billion and $1.350 billion, and capital expenditures between $1.200 billion and $1.225 billion. Management said acquisition dialogue and improving commodity-driven revenues could place results at the high end of the range or above.

Feb 12, 2025 8-K

Waste Connections 8-K Report, Regulation FD Disclosure (Oct 24, 2024)

Waste Connections, Inc. furnished a Form 8-K under Item 7.01 (Regulation FD Disclosure) reiterating the outlook it highlighted on its October 24, 2024 earnings conference call for the fourth quarter of 2024. The company estimates fourth-quarter revenue of approximately $2.24 billion, net income attributable to Waste Connections of approximately $268.5 million, and Adjusted EBITDA of approximately $740 million, or 33.0% of revenue. The filing's non-GAAP reconciliation shows the building blocks behind the estimate: an income tax provision of approximately $82.5 million (about a 23.5% effective rate), net interest expense of approximately $82 million, depreciation and depletion of approximately $245 million (about 10.9% of revenue), amortization of approximately $55 million (about 2.5% of revenue, or $0.15 per diluted share net of taxes), and closure and post-closure accretion of approximately $7 million. The estimates assume no significant change in underlying economic trends and exclude the effects of additional acquisitions that may close during the remainder of the year and transaction-related expenses. Because the information is furnished rather than filed, it is not subject to the liabilities of Section 18 of the Exchange Act. The filing is primarily a guidance update, so investors should focus on the Q4 2024 outlook figures and the stated assumptions, which are forward-looking and subject to the risk factors the company lists in its SEC and Canadian securities filings.

Oct 24, 2024 8-K

Waste Connections 8-K Report, Financial Results (Oct 23, 2024)

Waste Connections, Inc. (TSX/NYSE: WCN) reported third quarter 2024 revenue of $2.338 billion, up 13.3% year over year from $2.065 billion. Net income attributable to Waste Connections was $308.0 million, or $1.19 per diluted share, compared with $229.0 million, or $0.89 per diluted share, a year earlier. Adjusted EBITDA was $787.4 million, up 17.3%, and the adjusted EBITDA margin was 33.7%, up 120 basis points. Adjusted net income was $350.0 million, or $1.35 per diluted share. Solid waste core price was 6.8% in the quarter, and the company cited a 90 basis point sequential improvement in solid waste volumes. Management said margin was affected by acquisitions closed during the quarter and by storm-related impacts at quarter-end. For 2024, the company raised its full-year outlook. Revenue is now estimated at approximately $8.9 billion, up $150 million from the original outlook. Net income is estimated at approximately $1.082 billion, and adjusted EBITDA at approximately $2.910 billion, up $50 million. Capital expenditures are estimated at approximately $1.150 billion and adjusted free cash flow at approximately $1.200 billion, both in line with the original outlook. Year-to-date net cash provided by operating activities was $1.660 billion. The company also increased its regular quarterly dividend by 10.5%, to $0.285 per share in the quarter, and is on pace for acquisitions totaling over $700 million in annualized revenue. It expects approximately 2% revenue carryover into 2025. The outlook excludes the effect of additional acquisitions that may close during 2024. The company said it expects high single-digit adjusted EBITDA growth in 2025 on mid to high single-digit revenue growth. The filing states that a press release announcing the results is attached as Exhibit 99.1, and that a conference call will be held on October 24, 2024 at 8:30 A.M. Eastern Time. Management also said the company will file a Form 8-K before market open on October 24 with its fourth-quarter 2024 outlook for revenue, solid waste price plus volume growth, and adjusted EBITDA.

Oct 23, 2024 8-K

Waste Connections 8-K Report, Executive Changes (Jul 29, 2024)

Waste Connections, Inc. filed a Current Report on Form 8-K dated July 29, 2024 under Item 5.02 to report a change in its Board of Directors. The Board, on July 23, 2024 and on the recommendation of its Nominating and Corporate Governance Committee, appointed Cherylyn Harley LeBon as a director and as a member of the Compensation Committee, effective August 1, 2024. She fills the vacancy created by the resignation of Larry S. Hughes, which is also effective August 1, 2024. The filing states that Mr. Hughes' departure was not due to any disagreement with the Company. The filing states that Ms. LeBon's term will expire at the 2025 annual meeting of shareholders. The Board has determined that she meets the independence standards under New York Stock Exchange listing standards and applicable Canadian securities laws. She will receive the standard non-employee director compensation, pro-rated for her time served this term, and will enter into the Company's standard indemnification agreement. The filing states she holds no beneficial ownership in the Company's shares and has no material interest in related-party transactions. The 8-K also attaches Exhibit 99.1, a press release dated July 29, 2024, announcing the appointment and resignation. In that release, President and CEO Ronald J. Mittelstaedt thanked Mr. Hughes for his decade of Board service. The filing describes this as a board-composition change and does not report any financial results, guidance, or operational developments.

Jul 29, 2024 8-K

Waste Connections 8-K Report, Regulation FD Disclosure (Jul 25, 2024)

Waste Connections, Inc. (WCN) furnished this Form 8-K under Item 7.01 (Regulation FD Disclosure) to set out outlook highlighted during its July 25, 2024 earnings conference call for the third quarter of 2024. The company estimates third-quarter revenue of $2.275 billion to $2.300 billion, net income attributable to Waste Connections of approximately $297 million to $302 million, and Adjusted EBITDA of approximately $767 million to $776 million, or approximately 33.7% of revenue. The filing includes a reconciliation from net income to Adjusted EBITDA. Key estimated components include an income tax provision of $91 million to $93 million (approximately 23.5% effective rate), interest expense, net of interest income, of $82 million, depreciation and depletion of $246 million to $248 million (approximately 10.8% of revenue), amortization of $44 million (approximately 1.9% of revenue, or $0.13 per diluted share net of taxes), and closure and post-closure accretion of $7 million. The estimates assume no change in the current economic environment or underlying economic trends, and exclude any impact from additional acquisitions that may close during the remainder of the year and expensing of transaction-related items. The company states that Adjusted EBITDA is a non-GAAP measure it considers a widely used performance and valuation measure in the solid waste industry. The information is furnished, not filed, for purposes of Section 18 of the Exchange Act.

Jul 25, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Waste Connections 8-K Report, Financial Results (Jul 24, 2024)

Waste Connections, Inc. (TSX/NYSE: WCN) reported second quarter 2024 results on July 24, 2024 and raised its full year 2024 outlook. Q2 revenue was $2.248 billion, up from $2.021 billion a year earlier. Operating income was $424.7 million, and net income attributable to Waste Connections was $275.5 million, or $1.07 per diluted share, compared with $0.81 in the prior-year quarter. Adjusted EBITDA was $731.8 million, up from $628.9 million, and adjusted net income was $1.24 per diluted share versus $1.02. The company stated that adjusted EBITDA margin was 32.6% of revenue in the quarter. For the six months ended June 30, 2024, revenue was $4.321 billion and net income attributable to Waste Connections was $505.5 million, or $1.96 per diluted share. Adjusted free cash flow was $727.4 million, or 16.8% of revenue, and net cash provided by operating activities was $1.102 billion. Acquisition spending was $1.436 billion in the six-month period, and the company said year-to-date closed and signed acquisitions had over $650 million of total annualized revenue, with another $150 million under definitive agreement expected to close later in the year. The updated 2024 outlook calls for revenue of approximately $8.850 billion, up $100 million from the original outlook, and adjusted EBITDA of approximately $2.900 billion, or about 32.8% of revenue, versus an original $2.860 billion. Net income is estimated at approximately $1.087 billion, capital expenditures at approximately $1.150 billion, and adjusted free cash flow at approximately $1.200 billion. The outlook excludes the effect of additional acquisitions that may close during the year. The company also said it expects to file a Form 8-K before market open on July 25, 2024 with its third quarter 2024 outlook.

Jul 24, 2024 8-K

Waste Connections 8-K Report, Material Agreement (Jun 13, 2024)

On June 13, 2024, Waste Connections, Inc. completed an underwritten public offering of C$500,000,000 aggregate principal amount of its 4.50% Senior Notes due 2029. The Notes were registered under the Securities Act via the Company's Form S-3ASR and were also offered on a private placement basis in Canada under a Canadian Offering Memorandum. Interest is payable semi-annually on June 14 and December 14, beginning December 14, 2024, and the Notes mature on June 14, 2029. The first coupon is a long first coupon of C$2.262328768 per C$100. The Notes are senior unsecured obligations of Waste Connections, ranking equally with its other existing and future unsubordinated debt, and they are not guaranteed by any subsidiaries. The Company may redeem the Notes before the Par Call Date of May 14, 2029 at the greater of par or a make-whole present value amount, and at par plus accrued interest from that date onward. Holders may require repurchase at 101% of principal upon certain changes of control. The Indenture includes covenants limiting liens, sale-leaseback transactions, and mergers or sales of substantially all assets, along with customary events of default. Computershare Trust Company of Canada acts as paying agent, transfer agent, authenticating agent and registrar for the Notes under an Agency Agreement dated June 13, 2024. The filing incorporates the Indenture and Supplemental Indenture by reference and lists legal opinions from Latham & Watkins LLP and Bennett Jones LLP as exhibits.

Jun 13, 2024 8-K

Waste Connections 8-K Report, Material Agreement (Jun 12, 2024)

Waste Connections, Inc. (TSX/NYSE: WCN) disclosed on June 11, 2024 that it entered into an underwriting agreement with CIBC World Markets Inc., TD Securities Inc., Scotia Capital Inc., and other named underwriters for an offering of C$500 million aggregate principal amount of 4.50% Senior Notes due 2029. The notes are senior unsecured obligations of the company. The offering is made in the United States under an effective shelf registration statement (File No. 333-259244) and on a private placement basis in each province of Canada under a Canadian offering memorandum. The company priced the notes at 99.933% of face value, with closing expected on June 13, 2024, subject to customary conditions. Net proceeds are expected to be approximately C$495 million after underwriting fees and estimated offering expenses. The company intends to use the proceeds to repay a portion of its Canadian dollar-denominated borrowings outstanding under the revolving credit facility in its credit agreement. The filing notes that certain underwriters and their affiliates have engaged in, and may continue to engage in, investment banking and other commercial dealings with the company, and that some of them serve various roles under the revolving credit facility and will therefore indirectly receive a portion of the offering proceeds. The offering is subject to market conditions, and there is no assurance it will be completed as described or at all.

Jun 12, 2024 8-K

Waste Connections 8-K Report, Shareholder Vote Results (May 17, 2024)

Waste Connections, Inc. held its 2024 annual meeting of shareholders on May 17, 2024, at which all eight director nominees were elected. Each nominee received a majority of the total votes cast under the company's majority voting policy. Votes for individual nominees ranged from 210,154,898 (Michael W. Harlan, 94.66% of votes cast) to 221,808,705 (Carl D. Sparks, 99.91%), with Andrea E. Bertone, Edward E. "Ned" Guillet, Michael W. Harlan and Ronald J. Mittelstaedt drawing the largest numbers of withheld votes. Shareholders also approved, on a non-binding advisory basis, the compensation of the company's named executive officers (say on pay), with 212,520,477 votes for and 9,259,759 votes against. Shareholders approved the appointment of Grant Thornton LLP as the independent registered public accounting firm for 2024 and authorized the Board to fix the auditor's remuneration, with 229,298,078 votes for and 111,081 withheld. The filing furnishes Exhibit 99.1, a press release dated May 17, 2024, announcing the meeting results. The filing reports voting outcomes only and contains no financial results, guidance, or transactions.

May 17, 2024 8-K

Waste Connections 8-K Report, Regulation FD Disclosure (Apr 25, 2024)

Waste Connections, Inc. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) on April 25, 2024, to restate its second quarter 2024 outlook highlighted during its earnings conference call that day. The company estimates second quarter revenue of $2.200 billion to $2.225 billion, with net income attributable to Waste Connections of approximately $263 million to $268 million and Adjusted EBITDA of approximately $715 million to $723 million, or 32.5% of revenue. On the operating drivers, the company expects solid waste price plus volume growth of approximately 4.0%, composed of total price of 6.5% to 7% (core price of 7% to 7.5%) and volume down 2.5% to 3%. The filing notes these estimates assume no significant change in underlying economic trends and exclude any impact from additional acquisitions that may close during the rest of the year or expensing of transaction-related items. The filing includes a non-GAAP reconciliation from net income to Adjusted EBITDA, with estimated income tax provision of $81 million to $82 million (approximately a 23.5% effective rate), interest expense of $82 million, depreciation and depletion of $238 million to $240 million, and amortization of $44 million. The company states this information is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Apr 25, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Waste Connections 8-K Report, Financial Results (Apr 24, 2024)

Waste Connections, Inc. reported first quarter 2024 results on April 24, 2024, in a press release furnished as Exhibit 99.1. Revenue was $2.073 billion, up from $1.901 billion a year earlier, and the company described it as above its outlook and up 9.1% year over year. Net income attributable to Waste Connections was $230.1 million, or $0.89 per diluted share, compared with $197.8 million, or $0.77, in the prior-year period. Adjusted EBITDA was $650.7 million, up 14.8% year over year, with an adjusted EBITDA margin of 31.4%, 160 basis points higher than a year earlier. Adjusted net income was $268.7 million, or $1.04 per diluted share. Management attributed the results to price-led organic growth in solid waste, improving operating trends, and continued acquisitions. Cash generation was $490.3 million in net cash provided by operating activities, and adjusted free cash flow was $324.8 million. Cash paid for acquisitions, net of cash acquired, was $1.156 billion in the quarter, following the Secure Energy transaction completed in February. Year to date, acquired annualized revenue exceeded $375 million, and solid waste acquisitions totaling approximately $150 million in annualized revenue had closed, including a new market entry serving customers in Indiana and Michigan. Long-term debt and notes payable rose to $7.80 billion at March 31, 2024, from $6.72 billion at December 31, 2023. The company reported debt to book capitalization of 50% at March 31, 2024. Management said it expects 2024 to be one of its busiest years for acquisitions and is increasing capital returned to shareholders. Quarterly cash dividends per share rose to $0.285 from $0.255. The company cited a full-year outlook for adjusted EBITDA margin of 32.7%, which it expects to exceed, and stated that it will file a Form 8-K on April 25, 2024, with its second quarter 2024 outlook for revenue, solid waste price plus volume growth, and adjusted EBITDA.

Apr 24, 2024 8-K

Waste Connections 8-K Report, Material Agreement (Feb 29, 2024)

Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada, reported in this Form 8-K dated February 29, 2024 that on February 27, 2024 (the Effective Date) it entered into a new Revolving Credit Agreement with Bank of America, N.A. (acting through its Canada Branch as global agent, and as U.S. agent) and other lenders. The facility has a five-year term, provides for revolving advances up to $3.0 billion at any one time outstanding, and includes flexibility for an uncommitted upsize of up to $1.0 billion (to up to $4.0 billion). Advances may be made in U.S. dollars and Canadian dollars, and borrowings are unsecured with no subsidiary guarantors. The company used a portion of the proceeds from the new revolver to prepay all amounts outstanding under its 2021 Second Amended and Restated Revolving Credit and Term Loan Agreement (dated July 30, 2021) and its 2022 Term Loan Agreement (dated October 31, 2022), and to terminate both agreements and their associated loan documents. The company states it intends to use the remaining proceeds for repaying other indebtedness, financing acquisitions, dividends or other equity distributions as permitted, capital expenditures, working capital, transaction fees and other lawful corporate purposes. Key financial terms for investors include interest at term SOFR or base rate for U.S. dollar borrowings and term CORRA or Canadian prime rate for Canadian dollar borrowings, plus an applicable margin of 0.750% to 1.250% for term loans and letter of credit fees, and a commitment fee of 0.065% to 0.150% on unused commitments, both tied to the company's debt rating. The agreement includes a financial covenant capping the ratio of Consolidated Total Funded Debt to Consolidated EBITDA at 3.75 to 1.00 (or 4.25 to 1.00 during material acquisition periods, subject to limitations), tested quarterly.

Feb 29, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Waste Connections 8-K Report, Material Agreement (Feb 21, 2024)

Waste Connections, Inc. completed an underwritten public offering on February 21, 2024 of $750,000,000 aggregate principal amount of its 5.000% Senior Notes due 2034. The Notes were issued under a base indenture dated November 16, 2018 with U.S. Bank Trust Company, National Association, as trustee, as supplemented by an Eighth Supplemental Indenture dated February 21, 2024. Interest is payable semi-annually on March 1 and September 1, beginning September 1, 2024, and the Notes mature on March 1, 2034. The Notes are senior unsecured obligations of the company, ranking equally in right of payment with its other existing and future unsubordinated debt and senior to any future subordinated debt. They are not guaranteed by any subsidiaries. The company may redeem the Notes before December 1, 2033 at the greater of par or a make-whole amount, and at par plus accrued interest from December 1, 2033 onward. Holders may require repurchase at 101% of principal plus accrued interest upon certain changes of control. The Indenture includes covenants limiting liens, sale-leaseback transactions, and mergers or sales of all or substantially all assets, along with customary events of default, including payment defaults, covenant breaches uncured for 60 days, and bankruptcy or insolvency events. The filing states that the terms are further described in the prospectus supplement dated February 15, 2024 and the base prospectus dated September 1, 2021. The filing also includes forward-looking statements referencing the company's use of proceeds from the offering, but does not specify those uses.

Feb 21, 2024 8-K

Waste Connections 8-K Report, Executive Changes (Feb 20, 2024)

Waste Connections, Inc. (NYSE/TSX: WCN) filed a Form 8-K on February 20, 2024 to report a board change. On February 13, 2024, the Board increased its size from eight to nine members, upon the recommendation of its Nominating and Corporate Governance Committee, and appointed Carl D. Sparks as a director effective March 1, 2024. Mr. Sparks's term will expire at the Company's 2024 annual meeting of shareholders. The Board has determined he is independent under NYSE standards, Item 407(a) of Regulation S-K, and applicable Canadian securities laws. Mr. Sparks, 56, has been managing partner of Interlock Partners, a venture capital firm focused on early-stage transformative investments, since 2020. He previously served as chief executive officer of Academic Partnerships (2016 to 2017) and Travelocity Global (2011 to 2014), and held senior executive roles at Gilt Groupe and Expedia.com. He currently serves on the boards of Copart Inc. (since 2021) and Cint Group AB (since 2022). The filing states he holds no beneficial ownership in the Company's shares and has no material interest in related-party transactions. He will receive the standard non-employee director compensation, pro-rated for his partial term, and will enter into the Company's standard indemnification agreement. The filing is a governance update and does not report financial results or changes to operations. Its supporting exhibit is a press release dated February 20, 2024 announcing the appointment.

Feb 20, 2024 8-K

Waste Connections 8-K Report, Material Agreement (Feb 16, 2024)

Waste Connections, Inc. (TSX/NYSE: WCN) filed this Current Report on Form 8-K dated February 16, 2024 to disclose that on February 15, 2024 it entered into an underwriting agreement with BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and Truist Securities, Inc., as representatives of the underwriters, for a public offering of $750 million aggregate principal amount of 5.000% Senior Notes due 2034. The offering was registered under the company's Form S-3ASR shelf registration statement and is being made pursuant to a prospectus supplement dated February 15, 2024. According to the accompanying press releases, the Notes were priced at 98.835% of face value, with net proceeds to the company expected to be approximately $734.2 million after underwriting fees and estimated offering expenses. The company expects the offering to close on February 21, 2024, subject to customary closing conditions. Waste Connections intends to use the net proceeds to repay a portion of the borrowings outstanding under its revolving credit facility and a portion of the term loan outstanding under its term credit facility. The filing also notes that certain underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings with the company, and that certain underwriters or their affiliates serve roles under the revolving credit facility and will indirectly receive a portion of the offering proceeds. The offering is subject to market conditions and there is no assurance it will be completed as described or at all.

Feb 16, 2024 8-K

Waste Connections 8-K Report, Regulation FD Disclosure (Feb 14, 2024)

Waste Connections, Inc. furnished this Form 8-K under Item 7.01 (Regulation FD Disclosure) to outline its outlook for the first quarter of 2024, as highlighted during its February 14, 2024 earnings conference call. For Q1 2024, the company estimates revenue of approximately $2.05 billion, net income attributable to Waste Connections of approximately $226.0 million, and Adjusted EBITDA of approximately $640 million, or 31.2% of revenue. It expects solid waste price plus volume growth of 3.5%, driven by pricing of about 7%. For the full year, in addition to the outlook provided in a separate Form 8-K filed February 13, 2024, the company expects solid waste price plus volume growth of approximately 4.5% to 5.5%, driven by pricing of 6.0% to 7.0%. The estimates assume no change in the current economic environment and exclude any impact from additional acquisitions that may close during the remainder of the year and expensing of transaction-related items. The Q1 Adjusted EBITDA reconciliation shows an estimated income tax provision of $68.0 million (approximately a 23% effective rate), interest expense net of interest income of $76.0 million, depreciation and depletion of $222.5 million (approximately 10.8% of revenue), amortization of $40.0 million, and closure and post-closure accretion of $7.5 million. The information is furnished rather than filed for Section 18 purposes.

Feb 14, 2024 8-K

Waste Connections 8-K Report, Financial Results (Feb 13, 2024)

Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada, furnished this Form 8-K (Items 2.02 and 7.01) to announce its fourth quarter and full year 2023 results and its full year 2024 outlook. Fourth-quarter revenue was $2.036 billion, up 8.9% year over year, and net income attributable to Waste Connections was $126.8 million, or $0.49 per diluted share, compared with $194.4 million a year earlier. Adjusted EBITDA was $656.0 million, up 16.4%, with an adjusted EBITDA margin of 32.2% of revenue, up 200 basis points. Q4 operating income of $224.5 million included $169.6 million in impairments, primarily tied to adjustments to landfill closure and post-closure costs. For full year 2023, revenue was $8.022 billion, up 11.2%, adjusted EBITDA was $2.523 billion (31.5% of revenue, up 70 basis points), and adjusted free cash flow was $1.224 billion. Net cash provided by operating activities was $2.127 billion. For 2024, management guides to revenue of approximately $8.750 billion, net income of approximately $1.096 billion, adjusted EBITDA of approximately $2.860 billion (32.7% of revenue, up 120 basis points), and adjusted free cash flow of $1.200 billion. Capital expenditures are estimated at $1.150 billion, including $150 million for renewable natural gas facilities, and adjusted free cash flow includes $75 million in closure-related outlays at the Chiquita Canyon Landfill. Management says the normalized adjusted free cash flow, excluding those RNG and Chiquita outlays, would be $1.425 billion. The outlook excludes the effect of additional acquisitions that may close during the year. The company also completed acquisitions with about $215 million of total annualized revenue in 2023 and disclosed the acquisition of Secure Energy's E&P waste disposal assets in Western Canada, which closed February 1, 2024, with about $225 million (US$) of revenue. The company expects about $325 million of 2024 acquisition revenue contribution. The release also states that employee turnover and safety incident rates exited 2023 at multi-year lows. The company will host an earnings call on February 14, 2024, and will file an 8-K before market open that day with its first quarter 2024 outlook.

Feb 13, 2024 8-K

Other Events

Waste Connections 8-K Report, Corporate Update (Nov 30, 2023)

Waste Connections, Inc. disclosed in a Form 8-K filed November 30, 2023 (Item 8.01, Other Events) that it expects to record an increase of approximately $160 million to its landfill closure and post-closure liabilities in its Form 10-K for the fiscal year ending December 31, 2023. The increase is attributed to addressing and mitigating an Elevated Temperature Landfill Event (ETLF) that began during 2023 in a non-active area of the Chiquita Canyon Landfill in Southern California. The company describes the ETLF impacts as site-specific, area-specific and expected to be non-recurring in nature, with the additional costs relating mainly to handling and processing incremental leachate generation. According to the filing, the company projects the additional costs will be substantially realized by the end of 2025. Expected operating and capital outlays for mitigating the ETLF are approximately $30 million over the third and fourth quarters of 2023, $75 million in 2024 and $40 million in 2025. The company states it will continue to refine its operating plans, which may change the expected timeline and procedures and could further alter the expected closure and post-closure liabilities. For investors, the key takeaway is the size and timing of the charge and cash outlays tied to a single Southern California site. The filing signals that the liability estimate may still change as operating plans are refined.

Nov 30, 2023 8-K

Waste Connections 8-K Report, Regulation FD Disclosure (Oct 26, 2023)

Waste Connections, Inc. furnished this Item 7.01 Regulation FD disclosure on October 26, 2023, outlining its fourth-quarter 2023 outlook highlighted on that day's earnings conference call. The company estimates fourth-quarter revenue of approximately $2.04 billion, core price of about 8.5%, and total price plus volume growth of 5.5% to 6.0%. Net income attributable to Waste Connections is estimated at approximately $253.0 million, and adjusted EBITDA at approximately $658 million, or 32.3% of revenue. The filing's reconciliation schedule breaks down the estimate: an income tax provision of $75.5 million (approximately a 23% effective rate), interest expense, net of interest income, of $68.0 million, depreciation and depletion of $217.5 million (approximately 10.7% of revenue), amortization of $39.5 million (approximately 1.9% of revenue, or $0.11 per diluted share net of taxes), and closure and post-closure accretion of $4.5 million. The estimates assume no significant change in underlying economic trends and exclude the impact of additional acquisitions that may close during the rest of the year and transaction-related expenses. The company also states that the outlook does not reflect two landfill situations discussed on the earnings call, which could affect revenue, adjusted EBITDA and adjusted free cash flow by up to $20 million in the quarter. The information is furnished rather than filed for Section 18 purposes.

Oct 26, 2023 8-K

Other EventsExhibits & Filings

Waste Connections 8-K Report, Financial Results (Oct 25, 2023)

Waste Connections, Inc. reported third-quarter 2023 results in a press release furnished as Exhibit 99.1 to this Form 8-K. Revenue was $2.065 billion, up from $1.880 billion a year earlier. Net income attributable to Waste Connections was $229.0 million, or $0.89 per diluted share, compared with $236.9 million, or $0.92 per diluted share, in the prior-year quarter. Adjusted net income was $303.1 million, or $1.17 per diluted share, versus $1.10 a year earlier. Adjusted EBITDA rose to $671.2 million from $588.1 million, and the adjusted EBITDA margin was 32.5% of revenue, up 120 basis points year over year and 140 basis points sequentially. Operating income was $353.0 million, which included $59.2 million of impairments and other operating items. Management said fourth-quarter results could be affected by unforeseen headwinds at a California landfill and a recent development at a Texas landfill, which were not included in the full-year outlook given in August. The company estimates Q4 impacts of up to $20 million on revenue, adjusted EBITDA and adjusted free cash flow. Management said it expects high single-digit adjusted EBITDA growth in 2024 on mid to high single-digit revenue growth, including approximately $150 million of revenue carryover from acquisitions signed or closed year to date. Management also indicated that another double-digit increase to the quarterly cash dividend is expected. The company will file a separate Form 8-K before market open on October 26 with its fourth-quarter 2023 outlook. Year to date, net cash provided by operating activities was $1.571 billion and adjusted free cash flow was $969.3 million. Total debt was $6.90 billion at September 30, 2023 (current and long-term portions combined: $32.8 million and $6.80 billion), and the filing states debt to book capitalization of 47%.

Oct 25, 2023 8-K

Waste Connections 8-K Report, Corporate Update (Aug 3, 2023)

Waste Connections, Inc. filed this Form 8-K on August 3, 2023 under Item 8.01 to recast historical segment information to reflect its new six-segment structure, effective April 1, 2023. The company moved from five to six geographic solid waste operating segments (Southern, Western, Central, Eastern, Canada and MidSouth) by reallocating some locations from Western and Southern to Central and MidSouth, and by splitting the former Eastern segment into Eastern and MidSouth. The filing republishes selected items from the Q1 2023 Form 10-Q (Exhibit 99.1) and the 2022 Form 10-K (Exhibit 99.2), revised solely for the new segment structure. The company states the changes had no impact on historical consolidated financial position, results of operations or cash flows, and that the recast does not represent a restatement. For investors, the filing is primarily a presentation change. It gives comparable historical segment data under the new structure, which allows the segment-level revenue and segment EBITDA trends to be tracked on a consistent basis. The recast Exhibit 99.1 shows Q1 2023 segment revenue of $399.9 million for Southern, $395.8 million for Western, $340.0 million for Central, $329.1 million for Eastern, $227.2 million for Canada and $208.5 million for MidSouth, with segment EBITDA of $121.9 million, $110.7 million, $115.8 million, $73.3 million, $83.0 million and $57.7 million, respectively. Consolidated reported revenue for the quarter was $1.90 billion and segment EBITDA totaled $559.9 million. The filing also includes a consent of Grant Thornton, LLP, and the Inline XBRL cover page. It is signed by Mary Anne Whitney, Executive Vice President and Chief Financial Officer.

Aug 3, 2023 8-K

Waste Connections 8-K Report, Regulation FD Disclosure (Aug 3, 2023)

Waste Connections, Inc. furnished this Form 8-K under Item 7.01 (Regulation FD Disclosure) on August 3, 2023, outlining its financial expectations for the third quarter of 2023, as highlighted during its earnings conference call that day. The company estimates third-quarter revenue of approximately $2.060 billion, core price of approximately 9%, and total price plus volume growth of 5.5% to 6.0%. Net income attributable to Waste Connections is estimated at approximately $260.5 million. Adjusted EBITDA, a non-GAAP measure the company describes as widely used by investors in the solid waste industry, is estimated at approximately $670 million, or 32.5% of revenue. The company's reconciliation assumes an income tax provision of about $80 million (approximately a 23.5% effective rate), interest expense net of interest income of about $68 million, depreciation and depletion of about $217.5 million, amortization of about $39.5 million, and closure and post-closure accretion of about $4.5 million. The estimates assume no significant change in underlying economic trends and exclude any impact from additional acquisitions that may close during the remainder of the year, as well as transaction-related expenses. The information is furnished rather than filed, so it is not subject to the liabilities of Section 18 of the Exchange Act. The filing also includes standard forward-looking statement cautions, noting that actual results could differ materially from these outlook figures.

Aug 3, 2023 8-K/A

Shareholder Matters

Waste Connections 8-K/A Report, Shareholder Vote Results (Aug 3, 2023)

Waste Connections, Inc. filed Amendment No. 1 on Form 8-K/A to its Current Report dated May 19, 2023. The amendment adds disclosure under Item 5.07 about the frequency of future advisory votes on executive compensation, following the company's 2023 annual meeting of shareholders. It does not otherwise revise the initial report. At the meeting, shareholders voted on how often the company should hold an advisory vote on executive compensation. Shareholders cast the highest number of votes for an annual frequency, rather than every two years or every three years, consistent with the Board of Directors' recommendation. The filing reports 216,366,415 votes for every year, 67,981 for every two years, 965,413 for every three years, 5,584,299 abstentions, and 6,669,445 broker non-votes. Following the vote and other factors, the Board of Directors, at its regularly scheduled meeting on July 25, 2023, determined that the company intends to continue holding an advisory vote on executive compensation annually. The filing is signed by Mary Anne Whitney, Executive Vice President and Chief Financial Officer, and is dated August 3, 2023.

Aug 3, 2023 8-K

Waste Connections 8-K Report, Financial Results (Aug 2, 2023)

Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada, furnished an 8-K on August 2, 2023 attaching a press release (Exhibit 99.1) reporting second quarter 2023 results and an updated full-year 2023 outlook. Q2 2023 revenue was $2.021 billion, up from $1.816 billion a year earlier. Operating income was $344.1 million, including $27.8 million of executive separation costs, impairments and other operating items, and transaction-related expenses. Net income attributable to Waste Connections was $209.2 million, or $0.81 per diluted share, versus $224.1 million, or $0.87 per share, in the prior-year quarter. Adjusted EBITDA (a non-GAAP measure) was $628.9 million, or 31.1% of revenue, compared with $566.8 million a year earlier, and adjusted net income was $1.02 per diluted share versus $1.00. For the six months ended June 30, 2023, revenue was $3.922 billion and adjusted EBITDA was $1.196 billion. Year-to-date net cash provided by operating activities was $1.017 billion and adjusted free cash flow was $629.96 million, or 16.1% of revenue. The company also reported year-to-date acquisitions with over $160 million of total annualized revenue, including Arrowhead Environmental Holdings, LLC, which management described as the largest integrated waste-to-rail disposal network in the Northeast U.S. The company raised its full-year 2023 adjusted EBITDA outlook to approximately $2.525 billion, or about 31.5% of revenue, up from the original $2.500 billion (31.1%). Revenue guidance was lowered by $25 million to approximately $8.025 billion, reflecting $35 million lower fuel and material surcharges, while estimated net income is approximately $931.0 million, capital expenditures were raised by $25 million to approximately $950 million, and adjusted free cash flow is estimated at approximately $1.225 billion. The company stated that the outlook excludes future acquisitions and transaction-related expenses.

Aug 2, 2023 8-K

Waste Connections 8-K Report, Shareholder Vote Results (May 19, 2023)

Waste Connections, Inc. filed this Form 8-K to report the results of its 2023 annual meeting of shareholders, held May 19, 2023. All eight director nominees were elected, with each receiving at least a majority of votes cast under the company's majority voting policy. Edward E. "Ned" Guillet received the lowest support at 87.28% of votes cast (194,627,982 for, 28,356,126 withheld), while Susan "Sue" Lee, Andrea E. Bertone and Larry S. Hughes received the highest support, with 99.22%, 99.75% and 99.81% respectively. Shareholders approved, on a non-binding advisory basis, the compensation of the named executive officers (say on pay), with 212,844,064 votes for and 9,875,306 against. Shareholders also voted, on an advisory basis, to hold future say-on-pay votes every year, with 216,366,415 votes for an annual frequency. Grant Thornton LLP was approved as the independent registered public accounting firm for 2023, with 229,522,150 votes for and 131,403 withheld, and the Board was authorized to fix the auditor's remuneration. The filing is largely procedural. It reports governance outcomes and the shareholder vote results, with the press release (Exhibit 99.1) announcing the director elections and related matters incorporated by reference.

May 19, 2023 8-K

Waste Connections 8-K Report, Regulation FD Disclosure (Apr 27, 2023)

Waste Connections, Inc. furnished an Item 7.01 Regulation FD disclosure on April 27, 2023, outlining its financial outlook for the second quarter of 2023 as highlighted during its earnings conference call that day. The company estimates second quarter revenue of approximately $2.000 billion, with solid waste price plus volume growth of about 8% and core price of about 10%. Net income attributable to Waste Connections is estimated at approximately $228.3 million, and Adjusted EBITDA at approximately $615 million, or 30.8% of revenue. The filing's non-GAAP reconciliation shows estimated income tax provision of $66.25 million (an approximately 22.5% effective rate), interest expense net of interest income of $66.0 million, depreciation and depletion of $211.25 million (approximately 10.6% of revenue), amortization of $38.75 million, and closure and post-closure accretion of $4.5 million. The estimates assume no significant change in underlying economic trends and exclude impacts from additional acquisitions that may close during the year, transaction-related expensing, and executive separation costs. The information is furnished rather than filed, so it is not subject to Section 18 liabilities. The company cautions that forward-looking statements are subject to risks detailed in its SEC and Canadian securities filings and that it undertakes no obligation to update them unless required by law.

Apr 27, 2023 8-K