What changed in this filing

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Item 1. Financial Statements

2025-10-22 compared with 2025-07-24 · 255 added, 227 removed, 983 unchanged (33% of the section changed)

4 unchanged sentences

dollars, except share and per share amounts)

September 30,

Current assets:

Cash and equivalents

Accounts receivable, net of allowance for credit losses of $ 23,612 and $ 25,730 at June 30, 2025 and December 31, 2024, respectively

Accounts receivable, net of allowance for credit losses of $ 22,843 and $ 25,730 at September 30, 2025 and December 31, 2024, respectively

Prepaid expenses and other current assets

24 unchanged sentences

Common shares:

258,393,105 shares issued and 258,346,757 shares outstanding at June 30, 2025;

Unlimited shares authorized;

256,022,442 shares issued and 255,976,094 shares outstanding at September 30, 2025;

258,067,487 shares issued and 258,019,389 shares outstanding at December 31, 2024

2 unchanged sentences

Treasury shares:

46,348 and 48,098 shares at June 30, 2025 and December 31, 2024, respectively

46,348 and 48,098 shares at September 30, 2025 and December 31, 2024, respectively

Retained earnings

7 unchanged sentences

dollars, except share and per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Operating expenses:

18 unchanged sentences

(In thousands of U.S.

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Other comprehensive income (loss), before tax:

3 unchanged sentences

Other comprehensive income (loss), before tax

Income tax (expense) benefit related to items of other comprehensive income (loss)

Income tax benefit related to items of other comprehensive income (loss)

Other comprehensive income (loss), net of tax

37 unchanged sentences

Balances at June 30, 2025

Vesting of restricted share units

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

Equity-based compensation

Issuance of shares under employee share purchase plan

Repurchase of common shares

( 2,391,251 )

Cash dividends on common shares

Amounts reclassified into earnings, net of taxes

Changes in fair value of cash flow hedges, net of taxes

Foreign currency translation adjustment

Balances at September 30, 2025

The accompanying notes are an integral part of these condensed consolidated financial statements.

35 unchanged sentences

Balances at June 30, 2024

Sale of common shares held in trust

Vesting of restricted share units

Vesting of deferred share units

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

Equity-based compensation

Exercise of warrants

Issuance of shares under employee share purchase plan

Cash dividends on common shares

Amounts reclassified into earnings, net of taxes

Changes in fair value of cash flow hedges, net of taxes

Foreign currency translation adjustment

Balances at September 30, 2024

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(In thousands of U.S.

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

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

Loss (gain) from disposal of assets, impairments and other

Loss from disposal of assets, impairments and other

Amortization of intangibles

37 unchanged sentences

Liabilities assumed and notes payable issued to sellers of businesses acquired

Changes in accrued capital expenditures for property and equipment

Accrued capital expenditures for property and equipment

The accompanying notes are an integral part of these condensed consolidated financial statements.

5 unchanged sentences

The accompanying condensed consolidated financial statements relate to Waste Connections, Inc.

and its subsidiaries (the “Company”) for the three and six month periods ended June 30, 2025 and 2024.

and its subsidiaries (the “Company”) for the three and nine month periods ended September 30, 2025 and 2024.

In the opinion of management, the accompanying balance sheets and related interim statements of net income, comprehensive income, cash flows and equity include all adjustments, consisting only of normal recurring items, necessary for their fair statement in conformity with U.S.

39 unchanged sentences

The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

Amended Guidance for Credit Losses on Accounts Receivable .

In July 2025, the FASB issued guidance to simplify the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standards Codification 606, Revenue from Contracts with Customers.

The amendments allow all entities to use a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets.

The amendments are effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years.

Early adoption is permitted.

Entities that elect the practical expedient are required to apply the amendments prospectively.

The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

The Company’s operations primarily consist of providing non-hazardous waste collection, transfer, disposal and recycling services, non-hazardous oil and natural gas exploration and production (“E&P”) waste treatment, recovery and disposal services and intermodal services.

The following table disaggregates the Company’s revenues by service line for the periods indicated:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Industrial and construction roll off

1 unchanged sentence

Intermodal and other

( 1,034,791 )

The factors that impact the timing and amount of revenue recognized for each service line may vary based on the nature of the service performed.

1 unchanged sentence

In the event that the Company bills for services in advance of performance, it recognizes deferred revenue for the amount billed and subsequently recognizes revenue at the time the service is provided.

Substantially all of the deferred revenue recorded as of March 31, 2025 was recognized as revenue during the three months ended June 30, 2025 when the service was performed.

Substantially all of the deferred revenue recorded as of June 30, 2025 was recognized as revenue during the three months ended September 30, 2025 when the service was performed.

See Note 10 for additional information regarding revenue by reportable segment.

Contract Acquisition Costs

The incremental direct costs of obtaining a contract, which consist of sales incentives, are recognized as Other assets in the Company’s Condensed Consolidated Balance Sheets, and are amortized to Selling, general and administrative expense over the estimated life of the relevant customer relationship, which ranges from one to five years .

The Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company would have recognized is one year or less.

The Company had $ 28,661 and $ 28,161 of deferred sales incentives at June 30, 2025 and December 31, 2024, respectively.

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Contract Acquisition Costs

The Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company would have recognized is one year or less.

The Company had $ 28,911 and $ 28,161 of deferred sales incentives at September 30, 2025 and December 31, 2024, respectively.

ACCOUNTS RECEIVABLE

7 unchanged sentences

The following is a rollforward of the Company’s allowance for credit losses for the periods indicated:

Six Months Ended June 30,

Nine Months Ended September 30,

Beginning balance

4 unchanged sentences

Ending balance

Accounts receivable, net of allowance for credit losses, was $ 856,953 at December 31, 2023.

LANDFILL ACCOUNTING

At June 30, 2025, the Company’s landfills consisted of 101 owned landfills, five landfills operated under life-of-site operating agreements and seven landfills operated under limited-term operating agreements.

The Company’s landfills had site costs with a net book value of $ 3,337,568 at June 30, 2025.

At September 30, 2025, the Company’s landfills consisted of 101 owned landfills, five landfills operated under life-of-site operating agreements and seven landfills operated under limited-term operating agreements.

The Company’s landfills had site costs with a net book value of $ 3,333,798 at September 30, 2025.

For the Company’s landfills operated under limited-term operating agreements and life-of-site operating agreements, the owner of the property (generally a municipality) usually owns the permit and the Company operates the landfill for a contracted term.

1 unchanged sentence

The Company is responsible for all final capping, closure and post-closure liabilities at the landfills it operates under life-of-site operating agreements.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

The Company’s internal and third-party engineers perform surveys at least annually to estimate the remaining disposal capacity at its landfills.

4 unchanged sentences

Expansion airspace that meets certain criteria is included in the estimate of total landfill airspace.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Based on remaining permitted capacity as of June 30, 2025, and projected annual disposal volumes, the average remaining landfill life for the Company’s owned landfills and landfills operated under life-of-site operating agreements is estimated to be approximately 31 years .

As of June 30, 2025, the Company is seeking to expand permitted capacity at six of its owned landfills and two landfills that it operates under life-of-site operating agreements, and considers the achievement of these expansions to be probable.

Based on remaining permitted capacity as of September 30, 2025, and projected annual disposal volumes, the average remaining landfill life for the Company’s owned landfills and landfills operated under life-of-site operating agreements is estimated to be approximately 31 years .

As of September 30, 2025, the Company is seeking to expand permitted capacity at six of its owned landfills and considers the achievement of these expansions to be probable.

Although the Company cannot be certain that all future expansions will be permitted as designed, the average remaining life, when considering remaining permitted capacity, probable expansion capacity and projected annual disposal volume, of the Company’s owned landfills and landfills operated under life-of-site operating agreements is approximately 33 years .

The estimated remaining lives of the Company’s owned landfills and landfills operated under life-of-site operating agreements range from one to several hundred years, with approximately 90 % of the projected annual disposal volume from landfills with remaining lives of less than 70 years .

During the six months ended June 30, 2025 and 2024, the Company expensed $ 126,953 and $ 134,304 , respectively, related to landfill depletion at owned landfills and landfills operated under life-of-site agreements.

During the nine months ended September 30, 2025 and 2024, the Company expensed $ 197,920 and $ 207,887 , respectively, related to landfill depletion at owned landfills and landfills operated under life-of-site agreements.

The Company reserves for estimated final capping, closure and post-closure maintenance obligations at the landfills it owns and landfills it operates under life-of-site operating agreements.

7 unchanged sentences

Interest is accreted on the recorded liability using the corresponding discount rate.

During the six months ended June 30, 2025 and 2024, the Company expensed $ 23,886 and $ 15,386 , respectively, related to final capping, closure and post-closure accretion expense.

During the nine months ended September 30, 2025 and 2024, the Company expensed $ 35,793 and $ 22,768 , respectively, related to final capping, closure and post-closure accretion expense.

In the event that changes in an estimate for a closure and post-closure liability are associated with a significant change in facts and circumstances at a landfill or a non-operating section of a landfill, corresponding adjustments to recorded liabilities and Impairments and other operating items are made as soon as is practical.

The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2024 to June 30, 2025:

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2024 to September 30, 2025:

Final capping, closure and post-closure liability at December 31, 2024

3 unchanged sentences

Foreign currency translation adjustment

Final capping, closure and post-closure liability at June 30, 2025

Liability adjustments of $ 22,759 for the six months ended June 30, 2025, represent non-cash changes to final capping, closure and post-closure liabilities and are recorded on the Condensed Consolidated Balance Sheets along with an

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

offsetting addition to site costs, which is amortized to depletion expense as the remaining landfill airspace is consumed.

At June 30, 2025 and December 31, 2024, the current portion of final capping, closure and post-closure liabilities, included in Accrued Liabilities on the Condensed Consolidated Balance Sheets, was $ 176,067 and $ 199,735 , respectively, and the long-term portion of final capping, closure and post-closure liabilities, included in Other long-term liabilities on the Condensed Consolidated Balance Sheets, was $ 583,415 and $ 660,388 , respectively.

Final capping, closure and post-closure liability at September 30, 2025

Liability adjustments of $ 37,482 for the nine months ended September 30, 2025, represent non-cash changes to final capping, closure and post-closure liabilities and are recorded on the Condensed Consolidated Balance Sheets along with an offsetting addition to site costs, which is amortized to depletion expense as the remaining landfill airspace is consumed.

At September 30, 2025 and December 31, 2024, the current portion of final capping, closure and post-closure liabilities, included in Accrued Liabilities on the Condensed Consolidated Balance Sheets, was $ 161,230 and $ 199,735 , respectively, and the long-term portion of final capping, closure and post-closure liabilities, included in Other long-term liabilities on the Condensed Consolidated Balance Sheets, was $ 551,706 and $ 660,388 , respectively.

The Company performs its annual review of its cost and capacity estimates in the first quarter of each year.

At June 30, 2025 and December 31, 2024, $ 10,607 and $ 8,852 , respectively, of the Company’s restricted cash balance and $ 77,620 and $ 77,855 , respectively, of the Company’s restricted investments balance was for purposes of securing its performance of future final capping, closure and post-closure obligations.

The Company acquired 10 immaterial non-hazardous solid waste collection and recycling businesses and two immaterial E&P waste treatment and disposal businesses during the six months ended June 30, 2025.

The total transaction-related expenses incurred during the six months ended June 30, 2025 for these acquisitions were $ 15,943 .

At September 30, 2025 and December 31, 2024, $ 9,771 and $ 8,852 , respectively, of the Company’s restricted cash balance and $ 79,900 and $ 77,855 , respectively, of the Company’s restricted investments balance was for purposes of securing its performance of future final capping, closure and post-closure obligations.

The Company acquired 12 immaterial non-hazardous solid waste collection and recycling businesses and two immaterial E&P waste treatment and disposal businesses during the nine months ended September 30, 2025.

The total transaction-related expenses incurred during the nine months ended September 30, 2025 for these acquisitions were $ 19,778 .

These expenses are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Net Income.

The Company acquired 14 immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses and two immaterial E&P waste treatment and disposal businesses during the six months ended June 30, 2024.

The total transaction-related expenses incurred during the six months ended June 30, 2024 for these acquisitions were $ 17,103 .

The Company acquired 17 immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses and four immaterial E&P waste treatment and disposal businesses during the nine months ended September 30, 2024.

The total transaction-related expenses incurred during the nine months ended September 30, 2024 for these acquisitions were $ 25,169 .

These expenses are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Net Income.

6 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

The following table summarizes the consideration transferred to acquire these businesses and the preliminary amounts of identifiable assets acquired and liabilities assumed at the acquisition dates for the acquisitions consummated in the six months ended June 30, 2025 and 2024:

Fair value of consideration transferred:

15 unchanged sentences

Total identifiable net assets

Goodwill acquired during the six months ended June 30, 2025 and 2024, totaling $ 117,571 and $ 360,061 , respectively, is expected to be deductible for tax purposes.

The fair value of acquired working capital related to seven immaterial acquisitions completed during the twelve months ended June 30, 2025, is provisional pending receipt of information from the acquirees to support the fair value of the assets acquired and liabilities assumed.

Any adjustments recorded relating to finalizing the working capital for these seven acquisitions are not expected to be material to the Company’s financial position.

The adjustments recorded during the six months ended June 30, 2025 relating to finalizing the acquired working capital for the immaterial acquisitions completed during the twelve months ended December 31, 2024 were not material to the Company’s financial position.

The gross amount of trade receivables due under contracts acquired during the six months ended June 30, 2025, was $ 18,687 , of which $ 433 was expected to be uncollectible.

The gross amount of trade receivables due under contracts acquired during the six months ended June 30, 2024, was $ 64,911 , of which $ 899 was expected to be uncollectible.

Goodwill acquired during the nine months ended September 30, 2025 and 2024, totaling $ 214,059 and $ 552,762 , respectively, is expected to be deductible for tax purposes.

The fair value of acquired working capital related to five immaterial acquisitions completed during the twelve months ended September 30, 2025, is provisional pending receipt of information from the acquirees to support the fair value of the assets acquired and liabilities assumed.

Any adjustments recorded relating to finalizing the working capital for these five acquisitions are not expected to be material to the Company’s financial position.

The adjustments recorded during the nine months ended September 30, 2025 relating to finalizing the acquired working capital for the immaterial acquisitions completed during the twelve months ended December 31, 2024 were not material to the Company’s financial position.

The gross amount of trade receivables due under contracts acquired during the nine months ended September 30, 2025, was $ 22,292 , of which $ 847 was expected to be uncollectible.

The gross amount of trade receivables due under contracts acquired during the nine months ended September 30, 2024, was $ 96,391 , of which $ 5,499 was expected to be uncollectible.

The Company did not acquire any other class of receivable as a result of the acquisition of these businesses.

4 unchanged sentences

INTANGIBLE ASSETS, NET

Intangible assets, exclusive of goodwill, consisted of the following at June 30, 2025:

Intangible assets, exclusive of goodwill, consisted of the following at September 30, 2025:

Finite-lived intangible assets:

7 unchanged sentences

( 1,398,422 )

The weighted-average amortization period of long-term franchise agreements and contracts acquired during the six months ended June 30, 2025 was 8.8 years.

The weighted-average amortization period of customer lists acquired during the six months ended June 30, 2025 was 10.4 years.

The weighted-average amortization period of finite-lived permits and other acquired during the six months ended June 30, 2025 was 37.0 years.

The weighted-average amortization period of long-term franchise agreements and contracts acquired during the nine months ended September 30, 2025 was 9.5 years.

The weighted-average amortization period of customer lists acquired during the nine months ended September 30, 2025 was 10.3 years.

The weighted-average amortization period of finite-lived permits and other acquired during the nine months ended September 30, 2025 was 37.0 years.

Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2024:

8 unchanged sentences

( 1,258,507 )

Estimated future amortization expense for the next five years relating to finite-lived intangible assets owned as of June 30, 2025 is as follows:

Estimated future amortization expense for the next five years relating to finite-lived intangible assets owned as of September 30, 2025 is as follows:

For the year ending December 31, 2025

8 unchanged sentences

LONG-TERM DEBT

The following table presents the Company’s long-term debt at June 30, 2025 and December 31, 2024:

The following table presents the Company’s long-term debt at September 30, 2025 and December 31, 2024:

September 30,

Revolving Credit Agreement, bearing interest ranging from 3.71 % to 7.25 % (a)

16 unchanged sentences

____________________

(a) Interest rates represent the interest rates at June 30, 2025.

(a) Interest rates represent the interest rates at September 30, 2025.

WASTE CONNECTIONS, INC.

5 unchanged sentences

agent and a letter of credit issuer, and the other lenders and financial institutions from time to time party thereto (the “Lenders”) are party to that certain Revolving Credit Agreement, dated as of February 27, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), pursuant to which the Lenders provide loans and other credit extensions to the Company under a revolving credit facility.

Details of the Revolving Credit Agreement at June 30, 2025 and December 31, 2024 are as follows:

Details of the Revolving Credit Agreement at September 30, 2025 and December 31, 2024 are as follows:

September 30,

Letters of credit outstanding

20 unchanged sentences

Interest rate applicable - Canadian term CORRA loan

Amount drawn – Canadian Term CORRA loan

Interest rate applicable - Canadian term CORRA loan

Amount drawn – Canadian prime rate loan

1 unchanged sentence

Commitment – rate applicable

In addition to the $ 59,983 of letters of credit at June 30, 2025 issued and outstanding under the Revolving Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 113,606 under facilities other than the Revolving Credit Agreement.

In addition to the $ 37,582 of letters of credit at September 30, 2025 issued and outstanding under the Revolving Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 184,041 under facilities other than the Revolving Credit Agreement.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

On June 4, 2025, the Company completed an underwritten public offering of $ 500,000 aggregate principal amount of its 5.25 % Senior Notes due 2035 (the “2035 Senior Notes”).

3 unchanged sentences

The Company will pay interest on the 2035 Senior Notes on March 1 and September 1 of each year, beginning March 1, 2026, and the 2035 Senior Notes will mature on September 1, 2035 .

The 2035 Senior Notes are the Company’s senior unsecured obligations, ranking equally in right of payment with its other existing and future unsubordinated debt and

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

senior to any of its future subordinated debt.

The 2035 Senior Notes will not be guaranteed by any of the Company’s subsidiaries.

The 2035 Senior Notes are the Company’s senior unsecured obligations, ranking equally in right of payment with its other existing and future unsubordinated debt and senior to any of its future subordinated debt.

The 2035 Senior Notes are not guaranteed by any of the Company’s subsidiaries.

The Company may, prior to June 1, 2035 (three months before the maturity date) (the “2035 Senior Notes Par Call Date”), redeem some or all of the 2035 Senior Notes, at any time and from time to time, at a redemption price equal to the greater of 100 % of the principal amount of the 2035 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2035 Senior Notes redeemed discounted to the redemption date (assuming the 2035 Senior Notes matured on the 2035 Senior Notes Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date.

5 unchanged sentences

The Indenture also includes customary events of default with respect to the 2035 Senior Notes.

Upon an event of default, the principal of and accrued and unpaid interest on all the 2035 Senior Notes may be declared to be due and payable by the Trustee or the holders of not less than 25 % in principal amount of the outstanding 2035 Senior Notes.

Upon such a declaration, such principal and accrued interest on all of the 2035 Senior Notes will be due and payable immediately.

In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding 2035 Senior Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the 2035 Senior Notes.

Under certain circumstances, the holders of a majority in principal amount of the outstanding 2035 Senior Notes may rescind any such acceleration with respect to the 2035 Senior Notes and its consequences.

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Senior Notes.

Upon such a declaration, such principal and accrued interest on all of the 2035 Senior Notes will be due and payable immediately.

SEGMENT REPORTING

1 unchanged sentence

No single contract or customer accounted for more than 10% of the Company’s total revenues at the consolidated or reportable segment level during the periods presented.

For the six months ended June 30, 2025, the Company managed its operations through the following six geographic solid waste operating segments:

Southern, Western, Eastern, Central, Canada and MidSouth.

For the nine months ended September 30, 2025, the Company managed its operations through the following six geographic solid waste operating segments:

Western, Southern, Eastern, Central, Canada and MidSouth.

The Company’s six geographic solid waste operating segments comprise its reportable segments.

6 unchanged sentences

The Company’s management uses segment EBITDA in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments.

A reconciliation of segment EBITDA to Income before income tax provision is included at the end of this Note 10.

Summarized financial information concerning the Company’s reportable segments for the three and six months ended June 30, 2025 and 2024, is shown in the following tables:

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Summarized financial information concerning the Company’s reportable segments for the three and nine months ended September 30, 2025 and 2024, including a reconciliation of segment EBITDA to Income before income tax provision, is shown in the following tables:

Three Months Ended

June 30, 2025

September 30, 2025

Corporate (a), (f)

15 unchanged sentences

Three Months Ended

June 30, 2024

September 30, 2024

Corporate (a), (f)

10 unchanged sentences

Total assets (g)

Six Months Ended

June 30, 2025

Nine Months Ended

September 30, 2025

Corporate (a), (f)

Intercompany revenue (b)

( 1,034,791 )

Reported revenue

1 unchanged sentence

( 1,002,225 )

( 4,820,729 )

Segment EBITDA (d)

9 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Six Months Ended

June 30, 2024

Nine Months Ended

September 30, 2024

Corporate (a), (f)

18 unchanged sentences

(d) For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in the Company’s most recent Annual Report on Form 10-K.

(e) For all geographic operating segments, other segment items consist of gains and losses on:

disposal of assets, disposal of operations, litigation settlements, environmental remediation, real estate leases, landfill closure adjustments, contingent liability adjustments, impairments, foreign currency gains/losses and interest income.

(e) For all geographic operating segments, other segment items consist of gains and losses on disposal of assets, disposal of operations and foreign currency, as well as litigation settlements, environmental remediation, real estate leases, landfill closure adjustments, contingent liability adjustments, impairments and interest income.

(f) Corporate assets include cash, debt issuance costs, equity investments, operating lease right-of-use assets and corporate facility leasehold improvements and equipment.

(g) Goodwill is included within total assets for each of the Company’s six operating segments.

The following tables show changes in goodwill during the six months ended June 30, 2025 and 2024, by reportable segment:

The following tables show changes in goodwill during the nine months ended September 30, 2025 and 2024, by reportable segment:

Balance as of December 31, 2024

2 unchanged sentences

Impact of changes in foreign currency

Balance as of June 30, 2025

Balance as of September 30, 2025

WASTE CONNECTIONS, INC.

5 unchanged sentences

Impact of changes in foreign currency

Balance as of June 30, 2024

Balance as of September 30, 2024

DERIVATIVE FINANCIAL INSTRUMENTS

5 unchanged sentences

The Company’s strategy to achieve that objective involves entering into interest rate swaps.

The interest rate swaps outstanding at June 30, 2025 were specifically designated to the Revolving Credit Agreement and accounted for as cash flow hedges.

At June 30, 2025, the Company’s derivative instruments included four interest rate swap agreements as follows:

The interest rate swaps outstanding at September 30, 2025 were specifically designated to the Revolving Credit Agreement and accounted for as cash flow hedges.

At September 30, 2025, the Company’s derivative instruments included four interest rate swap agreements as follows:

Interest Rate

15 unchanged sentences

The Company did not record any gains or losses upon the conversion of the reference rates in these interest rate swap contracts, and the Company believes these amendments will not have a material impact on its Condensed Consolidated Financial Statements.

The fair values of derivative instruments designated as cash flow hedges at June 30, 2025, were as follows:

The fair values of derivative instruments designated as cash flow hedges at September 30, 2025, were as follows:

Derivatives Designated as Cash

9 unchanged sentences

____________________

(a) Represents the estimated amount of the existing unrealized gains on interest rate swaps at June 30, 2025 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months.

(a) Represents the estimated amount of the existing unrealized gains on interest rate swaps at September 30, 2025 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months.

The actual amounts reclassified into earnings are dependent on future movements in interest rates.

14 unchanged sentences

Total derivatives designated as cash flow hedges

The following tables summarize the impact of the Company’s cash flow hedges on the results of operations, comprehensive income (loss) and AOCIL for the three and six months ended June 30, 2025 and 2024:

The following tables summarize the impact of the Company’s cash flow hedges on the results of operations, comprehensive income (loss) and AOCIL for the three and nine months ended September 30, 2025 and 2024:

Amount of (Gain) or Loss Reclassified

7 unchanged sentences

Three Months Ended

September 30,

Interest rate swaps

7 unchanged sentences

Net of Tax (b)

Six Months Ended

Nine Months Ended

September 30,

Interest rate swaps

7 unchanged sentences

The Company’s financial instruments consist primarily of cash and equivalents, trade receivables, restricted cash and investments, trade payables, debt instruments, contingent consideration obligations and interest rate swaps.

As of June 30, 2025 and December 31, 2024, the carrying values of cash and equivalents, trade receivables, restricted cash and investments, trade payables and contingent consideration are considered to be representative of their respective fair values.

The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of June 30, 2025 and December 31, 2024, based on current borrowing rates, current remaining average life to maturity and borrower credit quality for similar types of borrowing arrangements, and are classified as Level 2

As of September 30, 2025 and December 31, 2024, the carrying values of cash and equivalents, trade receivables, restricted cash and investments, trade payables and contingent consideration are considered to be representative of their respective fair values.

The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of September 30, 2025 and December 31, 2024, based on current borrowing rates, current remaining average life to maturity and borrower credit quality for similar types of borrowing arrangements, and are classified as Level 2 within the fair value hierarchy.

The carrying values and fair values of the Company’s debt instruments

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

within the fair value hierarchy.

The carrying values and fair values of the Company’s debt instruments where the carrying values do not approximate their fair values as of June 30, 2025 and December 31, 2024, are as follows:

where the carrying values do not approximate their fair values as of September 30, 2025 and December 31, 2024, are as follows:

Carrying Value at

Fair Value (a) at

September 30,

4.25 % Senior Notes due 2028

14 unchanged sentences

NET INCOME PER SHARE INFORMATION

The following table sets forth the calculation of the numerator and denominator used in the computation of basic and diluted net income per common share attributable to the Company’s shareholders for the three and six months ended June 30, 2025 and 2024:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Net income attributable to Waste Connections for basic and diluted earnings per share

14 unchanged sentences

The Company’s financial assets and liabilities recorded at fair value on a recurring basis include derivative instruments and restricted cash and investments.

At June 30, 2025 and December 31, 2024, the Company’s derivative instruments included pay-fixed, receive-variable interest rate swaps.

At September 30, 2025 and December 31, 2024, the Company’s derivative instruments included pay-fixed, receive-variable interest rate swaps.

The Company’s interest rate swaps are recorded at their estimated fair values based on quotes received from financial institutions that trade these contracts.

6 unchanged sentences

government securities, agency securities and Canadian bankers’ acceptance notes.

The Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2025 and December 31, 2024, were as follows:

Fair Value Measurement at June 30, 2025 Using

The Company’s assets and liabilities measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024, were as follows:

Fair Value Measurement at September 30, 2025 Using

Quoted Prices in

17 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the six months ended June 30, 2025 and 2024:

Six Months Ended June 30,

The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the nine months ended September 30, 2025 and 2024:

Nine Months Ended September 30,

Beginning balance

8 unchanged sentences

Other comprehensive income (loss) includes changes in the fair value of interest rate swaps that qualify for hedge accounting.

The components of other comprehensive income (loss) and related tax effects for the three and six months ended June 30, 2025 and 2024 are as follows:

Three Months Ended June 30, 2025

The components of other comprehensive income (loss) and related tax effects for the three and nine months ended September 30, 2025 and 2024 are as follows:

Three Months Ended September 30, 2025

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Interest rate swap amounts reclassified into interest expense

5 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

A rollforward of the amounts included in AOCIL, net of taxes, for the six months ended June 30, 2025 and 2024, is as follows:

A rollforward of the amounts included in AOCIL, net of taxes, for the nine months ended September 30, 2025 and 2024, is as follows:

Comprehensive

4 unchanged sentences

Foreign currency translation adjustment

Balance at June 30, 2025

Balance at September 30, 2025

Comprehensive

4 unchanged sentences

Foreign currency translation adjustment

Balance at June 30, 2024

Balance at September 30, 2024

See Note 11 for further discussion on the Company’s derivative instruments.

2 unchanged sentences

Restricted Share Units

A summary of activity related to restricted share units (“RSUs”) during the six-month period ended June 30, 2025, is presented below:

A summary of activity related to restricted share units (“RSUs”) during the nine-month period ended September 30, 2025, is presented below:

Unvested Shares

1 unchanged sentence

Vested and issued

Outstanding at June 30, 2025

The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the six-month period ended June 30, 2025 was $ 185.67 .

Outstanding at September 30, 2025

The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the nine-month period ended September 30, 2025 was $ 185.64 .

Recipients of the Company’s RSUs who participate in the Company’s Nonqualified Deferred Compensation Plan may have elected in years prior to 2015 to defer some or all of their RSUs as they vest until a specified date or dates they choose.

At the end of the deferral periods, unless a qualified participant makes certain other elections, the Company issues to recipients who deferred their RSUs common shares of the Company underlying the deferred RSUs.

At June 30, 2025 and 2024, the Company had 29,092 and 29,980 vested deferred RSUs outstanding, respectively.

At September 30, 2025 and 2024, the Company had 29,092 and 29,980 vested deferred RSUs outstanding, respectively.

WASTE CONNECTIONS, INC.

3 unchanged sentences

Performance-Based Restricted Share Units

A summary of activity related to performance-based restricted share units (“PSUs”) during the six-month period ended June 30, 2025, is presented below:

A summary of activity related to performance-based restricted share units (“PSUs”) during the nine-month period ended September 30, 2025, is presented below:

Unvested Shares

1 unchanged sentence

Vested and issued

Outstanding at June 30, 2025

During the six months ended June 30, 2025, the Company’s Compensation Committee granted PSUs with three-year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2027 .

Outstanding at September 30, 2025

During the nine months ended September 30, 2025, the Company’s Compensation Committee granted PSUs with three-year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2027 .

The Compensation Committee will determine the achievement of performance results and corresponding vesting of PSUs for each performance period.

The weighted average grant-date fair value per share for the common shares underlying all PSUs granted during the six-month period ended June 30, 2025 was $ 176.19 .

The weighted average grant-date fair value per share for the common shares underlying all PSUs granted during the nine-month period ended September 30, 2025 was $ 176.19 .

Deferred Share Units

A summary of activity related to deferred share units (“DSUs”) during the six-month period ended June 30, 2025, is presented below:

A summary of activity related to deferred share units (“DSUs”) during the nine-month period ended September 30, 2025, is presented below:

Vested Shares

Outstanding at December 31, 2024

Outstanding at June 30, 2025

Outstanding at September 30, 2025

The DSUs consist of a combination of DSU grants outstanding under the Progressive Waste share-based compensation plans that were continued by the Company following the Progressive Waste acquisition and DSUs granted by the Company since the Progressive Waste acquisition.

The weighted average grant-date fair value per share for the common shares underlying the DSUs granted during the six-month period ended June 30, 2025 was $ 189.04 .

The weighted average grant-date fair value per share for the common shares underlying the DSUs granted during the nine-month period ended September 30, 2025 was $ 189.04 .

Other Restricted Share Units

RSU grants outstanding under the Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition and allow for the issuance of shares or cash settlement to employees upon vesting or other distribution events.

A summary of activity related to Progressive Waste RSUs during the six-month period ended June 30, 2025, is presented below:

A summary of activity related to Progressive Waste RSUs during the nine-month period ended September 30, 2025, is presented below:

Outstanding at December 31, 2024

Outstanding at June 30, 2025

Outstanding at September 30, 2025

No RSUs under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016.

8 unchanged sentences

The maximum number of shares that may be issued under the ESPP is 1,000,000 .

Under the ESPP, employees purchased 15,922 of the Company’s common shares for $ 2,593 during the six months ended June 30, 2025.

Under the ESPP, employees purchased 15,407 of the Company’s common shares for $ 2,183 during the six months ended June 30, 2024.

Under the ESPP, employees purchased 32,150 of the Company’s common shares for $ 5,464 during the nine months ended September 30, 2025.

Under the ESPP, employees purchased 29,256 of the Company’s common shares for $ 4,486 during the nine months ended September 30, 2024.

Normal Course Issuer Bid

2 unchanged sentences

The Company received TSX approval for its annual renewal of the NCIB on August 8, 2025.

Under the NCIB, the Company may make share repurchases only in the open market, including on the New York Stock Exchange (the “NYSE”), the TSX, and/or alternative Canadian trading systems, at the prevailing market price at the time of the transaction.

In accordance with TSX rules, any daily repurchases made through the TSX and alternative Canadian trading systems is limited to a maximum of 60,089 common shares, which represents 25% of the average daily trading volume on the TSX of 240,359 common shares for the period from February 1, 2024 to July 31, 2024.

Under the NCIB, the Company may make share repurchases only in the open market, including on the TSX, the New York Stock Exchange (the “NYSE”), the NYSE Texas and/or alternative Canadian trading systems, at the prevailing market price at the time of the transaction.

In accordance with TSX rules, any daily repurchases made through the TSX and alternative Canadian trading systems is limited to a maximum of 80,213 common shares, which represents 25% of the average daily trading volume on the TSX for the period from February 1, 2025 to July 31, 2025.

The TSX rules also allow the Company to purchase, once a week, a block of common shares not owned by any insiders, which may exceed such daily limit.

The maximum number of shares that can be purchased per day on the NYSE will be 25 % of the average daily trading volume for the four calendar weeks preceding the date of purchase, subject to certain exceptions for block purchases.

The maximum number of shares that can be purchased per day on the NYSE and NYSE Texas will be 25 % of the average daily trading volume on such exchanges for the four calendar weeks preceding the date of purchase, subject to certain exceptions for block purchases.

The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including the Company’s capital structure, the market price of the common shares, any share buyback taxes applicable and overall market conditions.

All common shares purchased under the NCIB shall be immediately cancelled following their repurchase.

For the six months ended June 30, 2025, the Company repurchased 2,100 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 389 .

For the six months ended June 30, 2024, the Company did not repurchase any common shares pursuant to the NCIB in effect during that period.

As of June 30, 2025, the maximum number of shares available for repurchase under the current NCIB was 12,899,881 .

For the nine months ended September 30, 2025, the Company repurchased 2,393,351 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 442,176 .

For the nine months ended September 30, 2024, the Company did not repurchase any common shares pursuant to the NCIB in effect during that period.

As of September 30, 2025, the remaining maximum number of shares available for repurchase under the current NCIB was 11,761,679 .

Cash Dividend

In October 2024, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $ 0.03 , from $ 0.285 to $ 0.315 per Company common share.

Cash dividends of $ 162,950 and $ 147,271 were paid during the six months ended June 30, 2025 and 2024, respectively.

Cash dividends of $ 243,950 and $ 221,253 were paid during the nine months ended September 30, 2025 and 2024, respectively.

WASTE CONNECTIONS, INC.

9 unchanged sentences

In addition, the Company is a party to various claims and suits pending for alleged damages to persons and property, alleged violations of certain laws and alleged liabilities arising out of matters occurring during the normal operation of the Company’s business.

Except as noted in the matters described below, as of June 30, 2025, there is no current proceeding or litigation involving the Company or its property that the Company believes could have a material adverse effect on its business, financial condition, results of operations or cash flows.

Except as noted in the matters described below, as of September 30, 2025, there is no current proceeding or litigation involving the Company or its property that the Company believes could have a material adverse effect on its business, financial condition, results of operations or cash flows.

Jefferson Parish, Louisiana Landfill Litigation

5 unchanged sentences

The court later consolidated the claims of the putative class action plaintiffs (the “ Ictech-Bendeck ” action).

Beginning in December 2018, a series of 11 substantively identical mass actions were filed in Louisiana state court against LRLC and certain other Company subsidiaries, the Parish, and Aptim Corporation.

The claims of the mass action plaintiffs were removed to and consolidated in federal court in the Eastern District of Louisiana, also before Judge Susie Morgan (the “ Addison ” action).

On August 10, 2024, the Company’s subsidiaries and the Addison plaintiffs reached an agreement in principle to settle the Addison plaintiffs’ claims against the Company in an amount not material to the Company’s financial statements;

the Parish and Aptim Corporation also reached agreements in principle to settle the Addison action.

On June 13, 2025, the Company’s subsidiaries and the Addison plaintiffs executed the settlement agreement, and on July 2, 2025, the court entered an order dismissing the Addison action with prejudice.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

The Ictech-Bendeck class plaintiffs asserted claims for damages from odors allegedly emanating from the JP Landfill.

1 unchanged sentence

The Ictech-Bendeck plaintiffs sought unspecified damages.

The court held an eight-day trial on general causation during early 2022.

In November 2022, the court issued a 45-page decision on the general causation trial.

The court concluded that all putative class plaintiffs established general causation—specifically that emissions and gases from the JP Landfill were capable of causing certain damages alleged by the plaintiffs.

The court limited the time period for damages, to between July 2017 and December 2019, and the types of alleged injuries for which the plaintiffs are able to seek damages, to headaches, nausea, vomiting, loss of appetite, sleep disruption, dizziness, fatigue, anxiety and worry, a decrease in quality of life, and loss of enjoyment or use of property.

The federal court held an eight-day trial on general causation during early 2022.

In November 2022, the court concluded that all putative class plaintiffs had established general causation.

The court limited the time period for damages, to between July 2017 and December 2019, and the types of alleged injuries for which the plaintiffs were able to seek damages.

After the general causation decision, extensive discovery occurred in 2023 and 2024.

On May 15, 2024, the Ictech-Bendeck plaintiffs filed an amended motion for class certification, which the defendants opposed.

Plaintiffs described the putative class as residents of the Parish suffering an injury as a result of exposure to odors from the JP Landfill between July 1, 2017 and December 31, 2019, in five proposed geographic sub-classes encompassing residents within a delineated area of the Parish that extended roughly five miles from the JP Landfill to the north and east.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

area of the Parish that extended roughly five miles from the JP Landfill to the north and east.

Counsel for the putative class asked the court to certify a class on liability and allocation issues and that specific causation be left for individual determinations after a class trial.

1 unchanged sentence

The court held a settlement conference on August 9, 2024, memorializing the terms of the plaintiffs’ settlement with the Parish, including a settlement amount of $ 4,500 to be paid by the Parish to the Ictech-Bendeck plaintiffs.

The settlement agreement purports to assign to the Ictech-Bendeck plaintiffs the Parish’s claims against the Company defendants and Aptim Corporation.

The settlement agreement purports to assign to the Ictech-Bendeck settlement class the Parish’s claims against the Company defendants and Aptim Corporation.

On March 27, 2025, the court approved the settlement.

After the completion of briefing and an evidentiary hearing on the Ictech-Bendeck class certification motion against the Company defendants and Aptim Corporation, on March 27, 2025, the court denied the motion for class certification.

On May 8, 2025, the Ictech-Bendeck plaintiffs amended their complaint to proceed with the claims of five individual plaintiffs.

On July 11, 2025, the Court issued a scheduling order setting deadlines through December 26, 2025 for fact and expert discovery, and setting a 10-day jury trial to begin on March 2, 2026.

On July 16, 2025, the Company and counsel for the Ictech-Bendeck plaintiffs reached an agreement in principle to settle the plaintiffs’ claims against the Company in an amount not material to the Company’s financial statements, and after the parties notified the court, on July 18, 2025, the court entered an order dismissing the Ictech-Bendeck action without prejudice pending consummation of the settlement agreements.

On June 3, 2025, counsel for the Ictech-Bendeck plaintiffs filed a new mass action on behalf of approximately 1,600 plaintiffs in state court against LRLC, certain other Company subsidiaries, and Aptim Corporation (the “ Crossman ” action).

On July 16, 2025, the Company and counsel for the Ictech-Bendeck plaintiffs reached an agreement in principle to settle the five individual plaintiffs’ claims against the Company in an amount not material to the Company’s financial statements.

On July 18, 2025, the court entered an order dismissing the Ictech-Bendeck claims against the Company without prejudice pending consummation of the settlement agreements.

On June 3, 2025, counsel for the Ictech-Bendeck plaintiffs filed a new mass action on behalf of approximately 1,600 plaintiffs in state court (24th Judicial District, Jefferson Parish) against LRLC, certain other Company subsidiaries, and Aptim Corporation (the “ Crossman ” action).

The case is assigned to Judge Jacqueline F.

Maloney in the 24th Judicial District Court in Jefferson Parish.

The Crossman complaint asserts claims for damages from odors allegedly emanating from the JP Landfill from July 1, 2017 through December 31, 2019.

The Crossman petition asserts claims for damages from odors allegedly emanating from the JP Landfill from July 1, 2017 through December 31, 2019.

The petition seeks unspecified damages, but stipulates that no individual plaintiff’s damages exceed $ 74.999 , and waives the right to recover in excess of that amount per plaintiff.

At this time, the Company is not able to determine the likelihood of any outcome regarding the claims of the individual plaintiffs in the Crossman action, including the allocation of any potential liability among the Company defendants, the Parish, and Aptim Corporation.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

On August 7, 2025, the Company’s subsidiaries filed and served their Answer and Affirmative Defenses to the Crossman petition.

Los Angeles County, California Landfill Expansion Litigation

Chiquita Canyon, LLC Lawsuit Against Los Angeles County

In October 2004, the Company’s subsidiary, Chiquita Canyon, LLC (“CCL”), then under prior ownership, filed an application (the “Application”) with the County of Los Angeles (the “County”) Department of Regional Planning (“DRP”) for a conditional use permit (the “CUP”) to authorize the continued operation and expansion of the Chiquita Canyon Landfill (the “CC Landfill”).

5 unchanged sentences

Estimates for new costs imposed on CCL under the CUP are in excess of $ 300,000 , if the CC Landfill was still open for the acceptance of waste.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

CCL appealed the Commission’s decision to the County Board of Supervisors (“Board”), but the appeal was not successful.

16 unchanged sentences

Absent approval of the modified CUP, beginning January 1, 2025, the CUP requires CCL to reduce its maximum annual solid waste tonnage capacity from approximately two million tons of solid waste per year to approximately one million tons of solid waste per year.

CCL and the County were required under the settlement agreement to cooperate to take additional lawful and reasonable measures to effectuate the basic terms and goals of the settlement agreement, which included

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

modifying this tonnage reduction to a gradual step-down in tonnage.

However, because the County was unable to fully implement the settlement agreement or provide a viable alternative solution to address the severe tonnage restrictions that took effect on January 1, 2025, maintaining ongoing operations at the CC Landfill was no longer economically viable.

1 unchanged sentence

On January 10, 2025, CCL and the County appeared before the Superior Court for a trial setting conference and the Court set the remaining claims for a bench trial, beginning October 13, 2025.

At this time, the Company is not able to determine the likelihood of any outcome in this matter.

December 11, 2017 Notice of Violation Regarding Certain CUP Conditions.

The County, through its DRP, issued a Notice of Violation (“NOV”), dated December 11, 2017, alleging that CCL violated certain conditions of the CUP, including Condition 79(B)(6) by failing to pay an $ 11,600 Bridge & Thoroughfare Fee (“B&T fee”) that was purportedly due on July 25, 2017.

The alleged B&T fee was ostensibly to fund the construction of transportation infrastructure in the area of the CC Landfill.

At the time the NOV was issued, CCL had already contested the legality of the B&T fee in the October 20, 2017 Complaint filed against the County in Los Angeles County Superior Court, described above under paragraph A (the “CUP lawsuit”).

On January 12, 2018, CCL filed an appeal of the alleged violations in the NOV.

Subsequently, CCL filed additional legal arguments and exhibits contesting the NOV.

On March 6, 2018, a DRP employee designated as hearing officer sustained the NOV, including the $ 11,600 B&T fee, and imposed an administrative penalty in the amount of $ 83 and a noncompliance fee of $ 0.75 .

A written decision memorializing the hearing officer’s findings and order was issued on July 10, 2018.

On April 13, 2018, CCL filed in the Superior Court of California, County of Los Angeles, a Petition for Writ of Administrative Mandamus against the County seeking to overturn the decision sustaining the NOV, contending that the NOV and decision are not supported by the facts or law.

On July 17, 2018, the court granted CCL leave to pay the $ 11,600 B&T fee and to amend its Complaint in the CUP lawsuit to reflect the payment under protest, allowing the challenge to the B&T fee under the Mitigation Fee Act to proceed in the CUP lawsuit.

CCL paid the B&T fee under protest on August 10, 2018, and also paid on that date the administrative penalty of $ 83 and the noncompliance fee of $ 0.75 .

The court indicated that the NOV case would be coordinated with the CUP lawsuit.

On October 11, 2022, CCL and the County entered into a settlement agreement, described above under paragraph A.

However, as described above, CCL has now closed the CC Landfill for the acceptance of waste as of December 31, 2024, and CCL’s remaining claims have been set for trial.

On May 8, 2025, CCL and the County appeared before the Superior Court for a status conference and order to show cause, and the Superior Court dismissed the case without prejudice, subject to CCL’s right to seek reinitiation of its claims based on the status of the settlement agreement described in paragraph A.

The County filed a motion to enforce the settlement agreement on July 23, 2025, and, on September 10, 2025, the Court granted the County’s motion, vacated the trial date, and set a case management conference for January 9, 2026.

At this time, the Company is not able to determine the likelihood of any outcome in this matter.

2 unchanged sentences

Each Rule 402 NOV alleges the CC Landfill is “discharging such quantities of air contaminants to cause injury, detriment, nuisance or annoyance to a considerable number of persons.” CCL’s retained expert consultants in Elevated Temperature Landfill (“ETLF”) events have attributed the odors and other impacts to an ETLF event that is occurring in a lined, non-active area of the CC Landfill.

Since May 2023, CCL has received approximately 350 NOVs for alleged violations of SCAQMD Rule 402.

CCL has also received 21 additional NOVs from SCAQMD alleging violations of the Stipulated Order for Abatement, the California Health & Safety Code, other SCAQMD rules, and CCL’s Title V permit.

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Since May 2023, CCL has received approximately 386 NOVs for alleged violations of SCAQMD Rule 402.

CCL has also received 22 additional NOVs from SCAQMD alleging violations of the Stipulated Order for Abatement, the California Health & Safety Code, other SCAQMD rules, and CCL’s Title V permit.

On August 15, 2023, SCAQMD petitioned its Hearing Board for an Order for Abatement in Hearing Board Case No.

22 unchanged sentences

CCL is also incurring substantial costs in conjunction with efforts to address the ETLF event and any related impacts, including attendant air emissions, and to manage the increased production and changing composition of the leachate.

At this time, the Company is not able to determine the likelihood of any outcome of the resolution of these alleged violations, including the amount of penalties.

At this time, the Company is not able to determine the likelihood of any outcome of the resolution of these alleged violations, and not able to reasonably estimate the possible loss or range of loss.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Chiquita Canyon Landfill Civil Litigation

7 unchanged sentences

October 4, 2023).

That case included class action claims, but in May 2024, those claims were dropped and the

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

case continues as a mass tort case in federal district court.

That case included class action claims, but in May 2024, those claims were dropped and the case continues as a mass tort case in federal district court.

In November 2024, Judge Frimpong in the Central District of California consolidated Howse and all other then filed, related cases into In re Chiquita Landfill Litigation .

3 unchanged sentences

The Court consolidated the County Action (described below) with In re Chiquita Landfill Litigation for discovery purposes only.

There are approximately 9,700 total plaintiffs in these civil lawsuits as of July 23, 2025, which includes some from cases filed but not yet served, and the Company expects additional complaints and plaintiffs in the future.

There are approximately 11,400 total plaintiffs in these civil lawsuits as of October 20, 2025, which includes some from cases filed but not yet served, and the Company expects additional complaints and plaintiffs in the future.

The claims in the ongoing cases allege, among other things, nuisance odors, chemical exposures and other torts, including private nuisance (continuing and permanent), public nuisance (continuing and permanent), negligence, negligence per se, strict liability for ultrahazardous activities, and a violation of Health and Safety Code § 41700.

88 unchanged sentences

Chiquita Canyon, LLC et al.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

filed on November 22, 2024);

10 unchanged sentences

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court, filed February 24, 2025, transferred to Judge Frimpong but not yet consolidated);

(Los Angeles Superior Court, filed February 24, 2025);

Molina et al.

Chiquita Canyon, LLC et al.

2:25-cv-05352, filed June 10, 2025, transferred to Judge Frimpong but not yet consolidated);

and Mietzner et al.

Chiquita Canyon, LLC et al.

2:25-cv-06061, filed July 2, 2025 but not yet transferred to Judge Frimpong or consolidated).

One law firm filed 359

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

individual cases in Los Angeles Superior Court, which the Company related and consolidated to that firm’s first filed case, Serieddine et al.

2:25-cv-05352, filed June 10, 2025);

Mietzner et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

filed January 8, 2024), and removed the cases en masse as In re Serieddine.

In re Serieddine was consolidated with In re Chiquita Landfill Litigation .

Four cases have been filed, but not yet served:

2:25-cv-06061, filed July 2, 2025 but plaintiffs objected to consolidation and those objections have not yet been ruled on);

Fernando Perez et al.

Chiquita Canyon, LLC et al.

filed December 30, 2024);

filed December 30, 2024, but not yet consolidated);

Nancy Mariel Aguilar et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court, filed January 27, 2025);

(Los Angeles Superior Court, filed January 27, 2025, removed to federal court but not yet consolidated);

Lara Ojeda et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court, filed March 6, 2025);

and Sterling Gateway, L.P.

(Los Angeles Superior Court, filed March 6, 2025, removed to federal court but not yet consolidated).

One law firm filed 359 individual cases in Los Angeles Superior Court, which the Company related and consolidated to that firm’s first filed case, Serieddine et al.

Chiquita Canyon, LLC, et al.

(Los Angeles Superior Court;

filed January 8, 2024), and removed the cases en masse as In re Serieddine.

In re Serieddine was consolidated with In re Chiquita Landfill Litigation .

Three cases have been filed, but not yet served:

Sterling Gateway, L.P.

Chiquita Canyon, LLC et al.

2:25-cv-06328, filed July 10, 2025);

Bertha Bacon et al.

Chiquita Canyon, LLC et al.

2:25-cv-09403, filed October 2, 2025);

Gary Wells et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court, Case No.

25STCV29317, filed October 3, 2025).

The Company is continuing to vigorously defend itself in these lawsuits;

however, at this time, the Company is not able to determine the likelihood of any outcome regarding the underlying claims.

however, at this time, the Company is not able to determine the likelihood of any outcome regarding the underlying claims, and not able to reasonably estimate the possible loss or range of loss.

County of Los Angeles Litigation

18 unchanged sentences

The County bases that request on numerous declarations, SCAQMD complaint data, SCAQMD NOVs, and a voluntary online odor survey hosted by the Los Angeles Department of Public Health.

An evidentiary hearing on the preliminary injunction was held on July 14 and 15, and the hearing on the motion was held on July 17, 2025.

The parties are awaiting a decision on the motion.

The Company is continuing to vigorously defend itself in this matter;

however, at this time, the Company is not able to determine the likelihood of any outcome regarding the underlying claims.

SUBSEQUENT EVENTS

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025 and the Company continues to evaluate the impact on its financial position.

The OBBBA is not currently expected to materially impact the Company’s effective tax rate or cash flows in the current fiscal year.

An evidentiary hearing on the preliminary injunction was

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

On July 22, 2025, the Company’s Board of Directors approved, subject to receipt of regulatory approvals, the annual renewal of its NCIB.

The renewal is expected to commence following the conclusion of the Company’s current NCIB expiring August 11, 2025.

Subject to receipt of regulatory approval, the Company anticipates that it will be authorized to make purchases during the period of August 12, 2025 to August 11, 2026 or until such earlier time as the NCIB is completed or terminated at the Company’s option.

On July 23, 2025 , the Company announced that its Board of Directors approved a regular quarterly cash dividend of $ 0.315 per Company common share.

The dividend will be paid on August 21, 2025 , to shareholders of record on the close of business on August 6, 2025 .

Subsequent to June 30, 2025 and through the date the accompanying condensed financial statements were issued, the Company repurchased 1,297,239 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 240,225 .

held on July 14 and 15, and the hearing on the motion was held on July 17, 2025.

On August 29, 2025, the Court granted Plaintiffs’ motion for a preliminary injunction, but failed to define the scope of the relief ordered.

At this time, the Company has not been ordered to pay any money to create a relocation or home hardening fund.

The Company filed in the district court an ex parte application to stay the preliminary injunction.

That motion has not been decided.

The Company also filed a Notice of Appeal to the Ninth Circuit on September 10, 2025, and filed its opening brief October 9, 2025.

No oral argument is yet set in the Ninth Circuit.

The Company is continuing to vigorously defend itself in this matter;

however, at this time, the Company is not able to determine the likelihood of any outcome regarding the underlying claims, and is not able to reasonably estimate the possible loss or range of loss.

SUBSEQUENT EVENTS

On October 21, 2025 , the Company announced that its Board of Directors increased its regular quarterly cash dividend by $ 0.035 , from $ 0.315 to $ 0.350 per Company common share, and then declared a regular quarterly cash dividend of $ 0.350 per Company common share.

The dividend will be paid on November 20, 2025 , to shareholders of record on the close of business on November 5, 2025 .

Subsequent to September 30, 2025 and through the date the accompanying condensed financial statements were issued, the Company repurchased 20,894 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 3,622 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements