What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-12 compared with 2025-02-13 · 433 added, 328 removed, 1745 unchanged (30% of the section changed)

37 unchanged sentences

The principal consideration for our determination that landfill accounting represents a critical audit matter is the judgments and estimates associated with management’s determination of the liability due to the nature of the inputs and significant assumptions used in the process including the discount rate, inflation rate, depletion rates, accretion rates, survey data, acreage information, estimated permitted airspace, estimated deemed airspace, and remaining airspace and probability of landfill expansions, all of which can have a significant impact on the calculation of the final capping, closure and post-closure liability.

Auditing the net present value of the obligation involved a high degree of subjectivity, auditor judgment and effort in evaluating management’s assumptions primarily due to the complexity of the models used to measure the landfill liability, as well as the sensitivity of the underlying significant assumptions.

Auditing the net present value of the obligation involves a high degree of subjectivity, auditor judgment and effort in evaluating management’s assumptions primarily due to the complexity of the models used to measure the landfill liability, as well as the sensitivity of the underlying significant assumptions.

Our audit procedures related to the accounting for the final capping, closure and post closure liability included the following, among others:

6 unchanged sentences

● We obtained and reviewed supporting documentation to support management’s criteria for deemed expansions;

● We evaluated the fair value allocation of assumed liabilities for landfills acquired in business combinations;

● We tested the accuracy of one-time charges taken at a landfill including key inputs such as:

estimated capital and operating expenses associated with the landfill’s increased leachate generation, the estimated timing of the completion of such events, and changes in the timing and amount of closure and post closure costs associated with closing the landfill .

● We evaluated the fair value allocation of assumed liability for the landfill acquired in a business combination;

● We tested management’s assessment of the completeness and accuracy of the estimated closure and post closure costs for a recently closed landfill.

Our procedures included evaluating management’s determination of whether current period estimates are appropriate based on the status of closure activities, and any other developments that may affect the remaining post closure obligations .

Valuation of intangible assets in business combinations

79 unchanged sentences

Common shares:

Unlimited shares authorized;

255,661,011 shares issued and 255,614,663 shares outstanding at December 31, 2025;

40 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

Other comprehensive income (loss), net of tax

23 unchanged sentences

Issuance of shares under employee share purchase plan

Repurchase of common shares

( 3,388,155 )

Cash dividends on common shares

6 unchanged sentences

Vesting of performance-based restricted share units

Vesting of deferred share units

Restricted share units released from deferred compensation plan

7 unchanged sentences

Foreign currency translation adjustment

Purchase of noncontrolling interests

Net income (loss)

Balances at December 31, 2024

15 unchanged sentences

Vesting of performance-based restricted share units

Vesting of deferred share units

Restricted share units released from deferred compensation plan

3 unchanged sentences

Issuance of shares under employee share purchase plan

Repurchase of common shares

( 2,758,775 )

Cash dividends on common shares

2 unchanged sentences

Foreign currency translation adjustment

Purchase of noncontrolling interests

Net income (loss)

Balances at December 31, 2025

28 unchanged sentences

( 2,120,878 )

( 2,206,901 )

Capital expenditures for property and equipment

( 1,179,228 )

( 1,055,988 )

Capital expenditures for undeveloped landfill property

Proceeds from disposal of assets

29 unchanged sentences

Years Ended December 31,

Cash paid for income taxes

Cash paid for interest

Changes in accrued capital expenditures for property and equipment

Accrued capital expenditures for property and equipment

In connection with its acquisitions, the Company assumed liabilities as follows:

2 unchanged sentences

( 2,120,878 )

( 2,206,901 )

Liabilities assumed and notes payable issued to sellers of businesses acquired

11 unchanged sentences

and Canada, as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest.

NEW ACCOUNTING STANDARDS AND RECLASSIFICATIONS

NEW ACCOUNTING STANDARDS

Accounting Standards Adopted

Disclosure of Significant Segment Expenses and Other Segment Items .

In November 2023, the Financial Accounting Standards Board (the “FASB”) amended its existing guidance for segment reporting to require a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

The amended guidance does not change how a public entity identifies its operating segments, aggregates them or applies the quantitative thresholds to determine its reportable segments.

The guidance is applied retrospectively to all periods presented in financial statements, unless it is impracticable.

The guidance applies to all public entities and is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024.

The Company adopted the amended guidance for its fiscal year 2024 annual financial statements and interim financial statements thereafter and have applied this standard retroactively for all prior periods presented in the financial statements.

The adoption of this amended guidance did not have a material impact on the Company’s consolidated financial statements.

See Note 17 for disclosures related to the adoption of this amended guidance.

Accounting Standards Pending Adoption

Additional Income Tax Disclosures .

In December 2023, the FASB issued a final standard on improvements to income tax disclosures.

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued a final standard on improvements to income tax disclosures.

The standard requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold.

1 unchanged sentence

The standard applies to all entities subject to income taxes.

For public business entities, the new requirements will be effective for annual periods beginning after December 15, 2024.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

For public business entities, the new requirements are effective for annual periods beginning after December 15, 2024.

The guidance is applied on a prospective basis with the option to apply the standard retrospectively.

The Company adopted the new standard as of January 1, 2025 and has applied this standard prospectively in the financial statements.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

See Note 16 for disclosures related to the adoption of this standard.

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 (“ASU”) 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.

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

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

The Company adopted the new standard as of December 15, 2025 and has applied the standard prospectively.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

Accounting Standards Pending Adoption

Disaggregation of Income Statement Expenses .

2 unchanged sentences

The standard applies to all public business entities and will be effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027.

The guidance will be applied on a prospective basis with the option to apply the

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

Early adoption is permitted.

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

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

standard retrospectively.

Amended Guidance for Internal-Use Software .

In September 2025, the FASB issued a final standard to modernize the accounting for costs incurred in developing internal-use software.

The standard replaces the legacy stage-based capitalization model with a principles-based approach and clarifies related disclosure requirements.

The standard is effective for all entities for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years.

The guidance may be applied prospectively, retrospectively or using a modified transition approach.

Early adoption is permitted.

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

Interim Disclosure Requirements .

In December 2025, the FASB issued final guidance clarifying the current interim disclosure requirements.

The guidance creates a comprehensive list of interim disclosures required under U.S.

generally accepted accounting principles (“GAAP”) and incorporates a disclosure principle that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the previous year end.

The amendments are effective for public business entities for interim reporting periods within annual reporting periods beginning after 15 December 2027.

The guidance may be applied prospectively or retrospectively by all entities that provide interim financial statements and notes in accordance with GAAP.

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

20 unchanged sentences

The Company’s restricted cash and restricted investments are invested primarily in money market accounts, bank time deposits, U.S.

government and agency securities and Canadian bankers’ acceptance notes.

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

The Company has not experienced any losses related to its cash and equivalents, restricted cash or restricted investment accounts.

15 unchanged sentences

( 1,275,398 )

( 1,145,781 )

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.

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Revenue Recognition

Certain service arrangements and commodity sales are satisfied at a point in time, with revenue recognized when the related service has been performed or control of the product is transferred to the customer.

Service obligations of a long-term nature, such as solid waste collection service contracts, are satisfied over time, and revenue is recognized based on the value provided to the customer during the period.

13 unchanged sentences

Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due.

The Company has elected to apply the practical expedient which allows the Company 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 following is a rollforward of the Company’s allowance for credit losses for the periods indicated:

6 unchanged sentences

Ending balance

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 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

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

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

Company would have recognized is one year or less.

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 $ 30,055 and $ 28,161 of deferred sales incentives at December 31, 2025 and 2024, respectively.

3 unchanged sentences

Improvements or betterments, not considered to be maintenance and repair, which add new functionality or significantly extend the life of an asset are capitalized.

Third-party expenditures related to pending development projects, such as legal and engineering expenses, are capitalized.

Third-party expenditures related to pending development projects, such as information technology, legal and engineering expenses, are capitalized.

Expenditures for maintenance and repair costs, including planned major maintenance activities, are charged to expense as incurred.

21 unchanged sentences

- Final capping, closure and post-closure obligations .

The Company accrues for estimated final capping, closure and post-closure maintenance obligations at the landfills it owns and the landfills that it operates, but does not own, under life-of-site agreements.

Accrued final capping, closure and post-closure costs represent an estimate of the current value of the future obligation associated with final capping, closure and post-closure monitoring of non-hazardous solid waste landfills currently owned or operated under life-of-site agreements by the Company.

Final capping costs represent the costs related to installation of clay liners, drainage and compacted soil layers and topsoil constructed over areas of the landfill where total airspace capacity has been consumed.

Closure and post-closure monitoring and maintenance costs represent the costs related to cash expenditures yet to be incurred when

The Company accrues for estimated final capping, closure and post-closure maintenance obligations at the landfills it owns and the landfills that it operates, but does not own,

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

a landfill facility ceases to accept waste and closes.

under life-of-site agreements.

Closure and post-closure monitoring and maintenance costs represent the costs related to cash expenditures yet to be incurred when a landfill facility ceases to accept waste and closes.

Accruals for final capping, closure and post-closure monitoring and maintenance requirements in the U.S.

19 unchanged sentences

Depletion expense resulting from final capping, closure and post-closure obligations recorded as a component of landfill site costs will generally be less during the early portion of a landfill’s operating life and increase thereafter.

Owned landfills and landfills operated under life-of-site agreements have estimated remaining lives, based on remaining permitted capacity, probable expansion capacity and projected annual disposal volumes, that range from approximately one to 381 years , with approximately 90 % of the projected annual disposal volume from landfills with remaining lives of less than 70 years .

Owned landfills and landfills operated under life-of-site agreements have estimated remaining lives, based on remaining permitted capacity, probable expansion capacity and projected annual disposal volumes, that range from approximately one to several hundred years, with approximately 90 % of the projected annual disposal volume from landfills with remaining lives of less than 70 years .

The costs for final capping, closure and post-closure obligations at landfills the Company owns or operates under life-of-site agreements are generally estimated based on interpretations of current requirements and proposed or anticipated regulatory changes.

12 unchanged sentences

Liability adjustments

Accretion expense associated with landfill obligations

Accretion expense

Closure payments

3 unchanged sentences

Liability adjustments of $ 44,009 and $ 497,955 for the years ended December 31, 2025 and 2024, respectively, represent non-cash changes to final capping, closure and post-closure liabilities and are recorded on the Consolidated Balance Sheets along with an offsetting addition to site costs, which is amortized to depletion expense as the remaining landfill airspace is consumed.

The final capping, closure and post-closure liability is included in Other long-term liabilities in the Consolidated Balance Sheets.

At December 31, 2025 and 2024, the current portion of final capping, closure and post-closure liabilities, included in Accrued Liabilities on the Consolidated Balance Sheets, was $ 146,772 and $ 199,736 , respectively, and the long-term portion of final capping, closure and post-closure liabilities, included in Other long-term liabilities on the Consolidated Balance Sheets, was $ 504,814 and $ 660,387 , respectively.

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

12 unchanged sentences

whether total development costs, final capping costs, and closure/post-closure costs have been determined;

whether internal personnel have performed a financial analysis of the proposed expansion site and have determined that it has a positive financial and operational impact;

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

whether internal personnel have performed a financial analysis of the proposed expansion site and have determined that it has a positive financial and operational impact;

whether internal personnel or external consultants are actively working to obtain the necessary approvals to obtain the landfill expansion permit;

6 unchanged sentences

Future events could cause the Company to conclude that impairment indicators exist and that its landfill carrying costs are impaired.

Loss Contingencies

In the normal course of the Company’s business the Company is subject to various litigation, claims, and regulatory matters.

In accordance with authoritative guidance on accounting for contingencies, the Company discloses or accrues for loss contingencies based on an assessment of whether the risk of loss is remote, reasonably possible, or probable, and whether the amount can be reasonably estimated.

The Company accrues a liability when a loss is both probable and reasonably estimable.

If a loss is reasonably possible but not estimable, the Company discloses the nature of the contingency and, if known, the range of potential loss or a statement that such an estimate cannot be made.

Management develops its assessment based on information available and an analysis of possible outcomes under various strategies.

Business Combination Accounting

5 unchanged sentences

The Company measures the fair values of all noncontractual contingencies if, as of the acquisition date, it is more likely than not that the contingency will give rise to an asset or liability.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

Finite-Lived Intangible Assets

7 unchanged sentences

Goodwill represents the excess of:

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

interest in the acquiree (if any), over (b) the fair value of assets acquired and liabilities assumed.

(a) the aggregate of the fair value of consideration transferred, the fair value of any noncontrolling interest in the acquiree (if any) and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of assets acquired and liabilities assumed.

Goodwill and intangible assets, deemed to have indefinite lives, are subject to annual impairment tests as described below.

19 unchanged sentences

The Company’s discount rate assumptions are based on an assessment of the market participant rate which approximated 7.7 %.

In assessing the reasonableness of the Company’s determined fair values of its reporting units, the Company evaluates its results against its current market capitalization.

In assessing the reasonableness of the Company’s determined fair values of its reporting units, the Company evaluates its results against its current market

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

capitalization.

The Company did no t record an impairment charge to any of its six geographic operating segments as a result of its annual goodwill and indefinite-lived intangible impairment tests for the years ended December 31, 2025, 2024 or 2023.

3 unchanged sentences

The recoverability of these assets is tested whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

Typical indicators that an asset may be impaired include, but are not limited to, the following:

13 unchanged sentences

There are other considerations for impairments of landfills, as described below.

During the quarter ended December 31, 2024, the Company made the decision to cease active waste disposal operations as of December 31, 2024 at the Chiquita Canyon Landfill, and therefore recorded a charge of $ 116,090 to Impairments and other operating items in the Consolidated Statement of Net Income, which reduced the carrying value of property and equipment.

During the years ended December 31, 2023 and 2022, the Company did not record any significant impairment charges for finite-lived intangible assets or property and equipment.

During the year ended December 31, 2025, the Company did not record any significant impairment charges for finite-lived intangible assets or property and equipment.

During the quarter ended December 31, 2024, the Company made the decision to cease active waste disposal operations as of December 31, 2024 at the Chiquita Canyon Landfill, and therefore recorded a charge of $ 116,090 to Impairments and other operating items in the Consolidated Statements of Net Income, which reduced the carrying value of property and equipment.

During the year ended December 31, 2023, the Company did not record any significant impairment charges for finite-lived intangible assets or property and equipment.

There are certain indicators listed above that require significant judgment and understanding of the waste industry when applied to landfill development or expansion projects.

2 unchanged sentences

Therefore, certain events could occur in the ordinary course of business and not necessarily be considered indicators of impairment due to the unique nature of the waste industry.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

Restricted Cash and Restricted Investments

6 unchanged sentences

See Note 12 for further information on restricted cash and restricted investments.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

Fair Value of Financial Instruments

15 unchanged sentences

3.05 % Senior Notes due 2050

2.95 % Senior Notes due 2052

(a) Senior Notes are classified as Level 2 within the fair value hierarchy.

4 unchanged sentences

All of the Company’s derivatives have been designated as cash flow hedges;

therefore, the gain or loss on the derivatives will be recognized in accumulated other comprehensive income (loss) (“AOCIL”) and reclassified into earnings in the same period during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item.

The Company classifies cash inflows and outflows from derivatives within operating activities on the statement of cash flows.

One of the Company’s objectives for utilizing derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in the variable interest rates of certain borrowings under the Revolving Credit Agreement (defined below).

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

The interest rate swaps outstanding at December 31, 2024 were specifically designated to the Revolving Credit Agreement and accounted for as cash flow hedges.

therefore, the gain or loss on the derivatives will be recognized in accumulated other

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

At December 31, 2024, the Company’s derivative instruments included four interest rate swap agreements as follows:

comprehensive income (loss) (“AOCIL”) and reclassified into earnings in the same period during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item.

The Company classifies cash inflows and outflows from derivatives within operating activities on the statement of cash flows.

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

The interest rate swap outstanding at December 31, 2025 was specifically designated to the Revolving Credit Agreement and accounted for as a cash flow hedge.

At December 31, 2025, the Company’s derivative instruments included one interest rate swap agreement as follows:

Interest Rate

1 unchanged sentence

Effective Date (b)

1-month Term SOFR

November 2022

1-month Term SOFR

November 2022

1-month Term SOFR

November 2022

December 2018

2 unchanged sentences

(a) Plus applicable margin.

(b) In October 2022, the Company amended the reference rate in all of its outstanding interest rate swap contracts to replace One-Month LIBOR with One-Month Term SOFR and certain credit spread adjustments.

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 Consolidated Financial Statements.

(b) In October 2022, the Company amended the reference rate in its outstanding interest rate swap contract to replace One-Month LIBOR with One-Month term SOFR and certain credit spread adjustments.

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

The fair values of derivative instruments designated as cash flow hedges at December 31, 2025, were as follows:

36 unchanged sentences

As the critical terms of the interest rate swaps match the underlying debt being hedged, all unrealized changes in fair value are recorded in AOCIL.

Amounts reclassified from AOCIL into earnings related to realized gains and losses on interest rate swaps are recognized when interest payments or receipts occur related to the swap contracts, which correspond to when interest payments are made on the Company’s hedged debt.

See Note 15 for further discussion on the impact of the Company’s hedge accounting to its consolidated comprehensive income (loss) and AOCIL.

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

See Note 15 for further discussion on the impact of the Company’s hedge accounting to its consolidated comprehensive income (loss) and AOCIL.

Deferred tax assets and liabilities are determined based on differences between the financial reporting and income tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.

The Company records valuation allowances to reduce net deferred tax assets to the amount considered more likely than not to be realized.

A valuation allowance is recorded if it is determined that it is more likely than not that the deferred tax asset will not be realized.

The Company is required to evaluate whether the tax positions taken on its income tax returns will more likely than not be sustained upon examination by the appropriate taxing authority.

13 unchanged sentences

The Company recognizes gross share compensation expense with actual forfeitures as they occur.

Warrants are valued using the Black-Scholes pricing model with a contractual life of five years , a risk free interest rate based on the 5-year U.S.

treasury yield curve and expected volatility.

The Company uses the historical volatility of its common shares over a period equivalent to the contractual life of the warrants to estimate the expected volatility.

The fair market value of warrants issued to consultants for acquisitions are recorded immediately as share-based compensation expense.

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

Warrants are valued using the Black-Scholes pricing model with a contractual life of five years , a risk-free interest rate based on the 5-year U.S.

treasury yield curve and expected volatility.

The Company uses the historical volatility of its common shares over a period equivalent to the contractual life of the warrants to estimate the expected volatility.

The fair market value of warrants issued to consultants for acquisitions are recorded immediately as share-based compensation expense.

Share-based compensation expense recognized during the years ended December 31, 2025, 2024 and 2023, was $ 79,448 ($ 59,427 net of taxes), $ 77,885 ($ 58,203 net of taxes) and $ 70,436 ($ 52,708 net of taxes), respectively.

21 unchanged sentences

At December 31, 2025 and 2024, the Company’s total accrual for self-insured liabilities was $ 306,961 and $ 243,764 , respectively, which is included in Accrued liabilities in the Consolidated Balance Sheets.

For the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 323,760 , $ 261,589 and $ 204,347 , respectively, of self-insurance expense which is included in Cost of operations and Selling, general and administrative expense in the Consolidated Statements of Net Income.

For the years ended

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

December 31, 2025, 2024 and 2023, the Company recognized $ 348,805 , $ 323,760 and $ 261,589 , respectively, of self-insurance expense which is included in Cost of operations and Selling, general and administrative expense in the Consolidated Statements of Net Income.

USE OF ESTIMATES AND ASSUMPTIONS

In preparing the Company’s consolidated financial statements, several estimates and assumptions are made that affect the accounting for and recognition of assets, liabilities, revenues and expenses.

These estimates and assumptions must be made because certain of the information that is used in the preparation of the Company’s consolidated financial statements is dependent on future events, cannot be calculated with a high degree of precision from data available or is simply not capable of being readily calculated based on generally accepted methodologies.

These estimates and assumptions must be made because certain information that is used in the preparation of the Company’s consolidated financial statements is dependent on future events, cannot be calculated with a high degree of precision from data available or is simply not capable of being readily calculated based on generally accepted methodologies.

In some cases, these estimates are particularly difficult to determine and the Company must exercise significant judgment.

4 unchanged sentences

Prepaid expenses and other current assets consist of the following:

Income taxes receivable

Parts and supplies

Income taxes receivable

Prepaid insurance

Unrealized cash flow hedge gains

Prepaid licenses and permits

Unrealized cash flow hedge gains

PROPERTY AND EQUIPMENT, NET

8 unchanged sentences

( 6,595,028 )

Machinery and equipment included $ 8,956 and $ 9,762 , at December 31, 2024 and 2023, respectively, of equipment assets accounted for as finance leases.

The Company’s landfill depletion expense, recorded in Depreciation in the Consolidated Statements of Net Income, for the years ended December 31, 2024, 2023 and 2022, was $ 289,696 , $ 254,633 and $ 232,251 , respectively.

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

Machinery and equipment included $ 25,153 and $ 8,956 , at December 31, 2025 and 2024, respectively, of equipment assets accounted for as finance leases.

The Company’s landfill depletion expense, recorded in Depreciation in the Consolidated Statements of Net Income, for the years ended December 31, 2025, 2024 and 2023, was $ 267,453 , $ 289,696 and $ 254,633 , respectively.

The Company rents certain equipment and facilities under short-term agreements, non-cancelable operating lease agreements and finance leases.

7 unchanged sentences

The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms.

The lease term for the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.

The lease term for the Company’s leases includes the non-cancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.

Lease payments included in the measurement of the lease liability comprise fixed payments or variable lease payments.

The variable lease payments take into account annual changes in the consumer price index and common area maintenance charges, if known.

The variable lease payments consider annual changes in the consumer price index and common area maintenance charges, if known.

ROU assets for operating and finance leases are periodically reviewed for impairment losses.

1 unchanged sentence

The Company did no t recognize an impairment charge for any of its ROU assets during the years ended December 31, 2025, 2024 and 2023.

The Company monitors for events or changes in circumstances that require a reassessment of one of its leases.

The Company monitors events or changes in circumstances that require a reassessment of one of its leases.

When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset.

50 unchanged sentences

The Company recognizes acquisition-related transaction costs as expense.

The Company acquired 20 immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses and four immaterial E&P waste treatment and disposal businesses during the year ended December 31, 2024.

The Company acquired 17 immaterial non-hazardous solid waste collection, recycling and disposal businesses and two immaterial E&P waste treatment and disposal businesses during the year ended December 31, 2025.

The total transaction-related expenses incurred during the year ended December 31, 2025 for these acquisitions were $ 24,178 .

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

The Company acquired 12 immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses and one immaterial E&P disposal business during the year ended December 31, 2023.

The total transaction-related expenses incurred during the year ended December 31, 2024 for these acquisitions were $ 26,059 .

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

The Company acquired 24 immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses during the year ended December 31, 2022.

The Company acquired 12 immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses and one immaterial E&P disposal business during the year ended December 31, 2023.

The total transaction-related expenses incurred during the year ended December 31, 2023 for these acquisitions were $ 10,653 .

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Fair value of consideration transferred:

Contingent consideration

Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired:

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Deferred revenue

Contingent consideration

Long-term portion of operating lease liabilities

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Goodwill acquired in 2025, 2024 and 2023 totaling $ 308,600 , $ 699,514 and $ 372,671 , respectively, is expected to be deductible for tax purposes.

The fair value of acquired working capital related to seven immaterial acquisitions completed during the year ended December 31, 2024, 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 fair value of acquired working capital related to six immaterial acquisitions completed during the year ended December 31, 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 six acquisitions are not expected to be material to the Company’s financial position.

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

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Insurance claims and premiums

Final capping, closure and post-closure liability

Payroll and payroll-related

Final capping, closure and post-closure liability

Interest payable

Property taxes

Environmental remediation reserves

Property taxes

Cell processing reserves

Transaction-related expenses

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

LONG-TERM DEBT

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Revolving Credit Agreement, bearing interest ranging from 3.41 % to 6.75 % (a)

Revolver under 2021 Revolving and Term Credit Agreement, bearing interest ranging from 6.40 % to 8.50 % (b)

Term loan under 2021 Revolving and Term Credit Agreement, bearing interest at 6.50 % (b)

Term loan under 2022 Term Loan Agreement, bearing interest at 6.44 % (b), (c)

4.25 % Senior Notes due 2028

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3.05 % Senior Notes due 2050

2.95 % Senior Notes due 2052

Notes payable to sellers and other third parties, bearing interest ranging from 2.42 % to 10.35 %, principal and interest payments due periodically with due dates ranging from 2028 to 2044 (a)

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(a) Interest rates represent the interest rates incurred at December 31, 2025.

(b) Interest rates represent the interest rates incurred at December 31, 2023.

Revolving Credit Agreement

The Company, as borrower, Bank of America, N.A., acting through its Canada Branch, as the global agent, the swing line lender and a letter of credit issuer, Bank of America, N.A., as the U.S.

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.

Borrowings under the Revolving Credit Agreement are unsecured and there are no subsidiary guarantors under the Revolving Credit Agreement.

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

Revolving Credit Agreement

The Company, as borrower, Bank of America, N.A., acting through its Canada Branch, as the global agent, the swing line lender and a letter of credit issuer, Bank of America, N.A., as the U.S.

1 to Revolving Credit Agreement, dated as of May 23, 2025 (the “First Amendment”), and as further 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.

Borrowings under the Revolving Credit Agreement are unsecured and there are no subsidiary guarantors under the Revolving Credit Agreement.

The Revolving Credit Agreement (i) has a scheduled maturity date of February 27, 2029 (subject to certain extension mechanics therein by which the Company may request two additional one-year maturity date extensions), (ii) provides for revolving advances up to an aggregate principal amount of $ 3,000,000 at any one time outstanding (subject to satisfaction of certain conditions at the time advances are made) and (iii) provides for, at the Company’s discretion, flexibility for an uncommitted upsize of the aggregate principal amount by up to $ 1,000,000 (to an aggregate principal amount of up to $ 4,000,000 ).

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dollar borrowings, plus an applicable margin, and (ii) at a term rate based on the Canadian Overnight Repo Rate Average as administered and published by the Bank of Canada (or a successor administrator thereof) (“term CORRA”) or at the Canadian prime rate for Canadian dollar borrowings, plus an applicable margin.

Interest for term SOFR loans has a credit spread adjustment of 0.10 % for all applicable interest periods and interest for term CORRA loans has a credit spread adjustment of 0.29547 % for an interest period of one month’s duration and 0.32138 % for an interest period of three months’ duration.

Interest for term SOFR loans does not have a credit spread adjustment.

Prior to the effectiveness of the First Amendment, interest for term SOFR loans had a credit spread adjustment of 0.10 % for all applicable interest periods.

Interest for term CORRA loans has a credit spread adjustment of 0.29547 % for an interest period of one month’s duration and 0.32138 % for an interest period of three months’ duration.

Fees for letters of credit in U.S.

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During the continuance of an event of default, the Lenders may take a number of actions, including, among others, declaring the entire amount then outstanding under the Revolving Credit Agreement to be due and payable.

The Revolving Credit Agreement includes a financial covenant limiting, as of the last day of each fiscal quarter, the ratio of (a) Consolidated Total Funded Debt (as defined in the Revolving Credit Agreement) as of such date to (b) Consolidated EBITDA (as defined in the Revolving Credit Agreement), measured for the preceding 12 months, to not more than 3.75 to 1.00 (or 4.25 to 1.00 during material acquisition periods, subject to certain limitations).

As of December 31, 2024, the Company was in compliance with all applicable covenants in the Revolving Credit Agreement .

WASTE CONNECTIONS, INC.

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DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

Details of the Revolving Credit Agreement at December 31, 2024 and details of the 2021 Revolving and Term Credit Agreement (as defined below) at December 31, 2023 are as follows:

more than 3.75 to 1.00 (or 4.25 to 1.00 during material acquisition periods, subject to certain limitations).

As of December 31, 2025, the Company was in compliance with all applicable covenants in the Revolving Credit Agreement .

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

Letters of credit outstanding

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Amount drawn – U.S.

Term SOFR rate loan

term SOFR loan

Interest rate applicable – U.S.

Term SOFR rate loan

term SOFR loan

Interest rate margin – U.S.

Term SOFR rate loan

term SOFR loan

Amount drawn – U.S.

Term SOFR rate loan

term SOFR loan

Interest rate applicable – U.S.

Term SOFR rate loan

term SOFR loan

Interest rate margin – U.S.

Term SOFR rate loan

term SOFR loan

Amount drawn – U.S.

Term SOFR rate loan

term SOFR loan

Interest rate applicable – U.S.

Term SOFR rate loan

term SOFR loan

Interest rate margin – U.S.

Term SOFR rate loan

term SOFR loan

Amount drawn – U.S.

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Interest rate margin – Canadian prime rate loan

Amount drawn – Canadian bankers’ acceptance

Interest rate applicable – Canadian bankers’ acceptance

Interest rate acceptance fee – Canadian bankers’ acceptance

Amount drawn – Canadian bankers’ acceptance

Interest rate applicable – Canadian bankers’ acceptance

Interest rate acceptance fee – Canadian bankers’ acceptance

Commitment – rate applicable

Amount drawn – U.S.

Term SOFR rate loan

Interest rate applicable – U.S.

Term SOFR rate loan

Interest rate margin – U.S.

Term SOFR rate loan

In addition to the $ 37,295 of letters of credit at December 31, 2025 issued and outstanding under the Revolving Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 183,302 under facilities other than the Revolving Credit Agreement.

2021 Revolving Credit and Term Loan Agreement

On February 27, 2024, the Company used a portion of the proceeds from borrowings under the Revolving Credit Agreement to (i) prepay the amounts outstanding under that certain Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of July 30, 2021 (as amended, restated, supplemented or otherwise modified from time

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

to time, the “2021 Revolving and Term Credit Agreement”), among the Company, as borrower, Bank of America, N.A., acting through its Canada Branch, as the global agent, the swing line lender and a letter of credit issuer, Bank of America, N.A., as the U.S.

agent and a letter of credit issuer, and the lenders and any other financial institutions from time to time party thereto and (ii) terminate the 2021 Revolving and Term Credit Agreement and the loan documents associated therewith.

2022 Term Loan Agreement

On February 27, 2024, the Company used a portion of the proceeds from borrowings under the Revolving Credit Agreement to (i) prepay the amounts outstanding under that certain Term Loan Agreement, dated as of October 31, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “2022 Term Loan Agreement”), among the Company, as borrower, Bank of America, N.A., as administrative agent, and the lenders and any other financial institutions from time to time party thereto and (ii) terminate the 2022 Term Loan Agreement and the loan documents associated therewith.

On November 16, 2018, the Company completed an underwritten public offering of $ 500,000 aggregate principal amount of 4.25 % Senior Notes due December 1, 2028 (the “2028 Senior Notes”).

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The Company is amortizing $ 5,792 of debt issuance costs through the maturity date of the 2028 Senior Notes.

The Company may redeem some or all of the 2028 Senior Notes at its option prior to September 1, 2028 (three months before the maturity date) at any time and from time to time at a redemption price equal to the greater of 100 % of the principal amount of the 2028 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2028 Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Commencing on September 1, 2028 (three months before the maturity date), the Company may redeem some or all of the 2028 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2028 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

The Company may redeem some or all of the 2028 Senior Notes at its option prior to September 1, 2028 (three months before the maturity date) at any time and from time to time at a redemption price equal to the greater of (x) 100 % of the principal amount of the 2028 Senior Notes redeemed and (y) the sum of the present values of the remaining scheduled payments of principal and interest on the 2028 Senior Notes redeemed, plus, in either case, accrued and unpaid interest to, but excluding, the redemption date.

Commencing on September 1, 2028 (three months before the maturity date), the Company may redeem

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

some or all of the 2028 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2028 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

On April 16, 2019, the Company completed an underwritten public offering of $ 500,000 aggregate principal amount of 3.50 % Senior Notes due May 1, 2029 (the “2029 Senior Notes”).

1 unchanged sentence

The Company is amortizing $ 5,954 of debt issuance costs through the maturity date of the 2029 Senior Notes.

The Company may redeem some or all of the 2029 Senior Notes at its option prior to February 1, 2029 (three months before the maturity date) at any time and from time to time at a redemption price equal to the greater of 100 % of the principal amount of the 2029 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2029 Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The Company may redeem some or all of the 2029 Senior Notes at its option prior to February 1, 2029 (three months before the maturity date) at any time and from time to time at a redemption price equal to the greater of (x) 100 % of the principal amount of the 2029 Senior Notes redeemed and (y) the sum of the present values of the remaining scheduled payments of principal and interest on the 2029 Senior Notes redeemed, plus, in either case, accrued and unpaid interest to, but excluding, the redemption date.

Commencing on February 1, 2029 (three months before the maturity date), the Company may redeem some or all of the 2029 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2029 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

2 unchanged sentences

The Company is amortizing $ 5,435 of debt issuance costs through the maturity date of the 2030 Senior Notes.

The Company may redeem some or all of the 2030 Senior Notes at its option prior to November 1, 2029 (three months before the maturity date) at any time and from time to time at a redemption price equal to the greater of 100 % of the principal amount of the 2030 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2030 Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

on November 1, 2029 (three months before the maturity date), the Company may redeem some or all of the 2030 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2030 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

The Company may redeem some or all of the 2030 Senior Notes at its option prior to November 1, 2029 (three months before the maturity date) at any time and from time to time at a redemption price equal to the greater of (x) 100 % of the principal amount of the 2030 Senior Notes redeemed and (y) the sum of the present values of the remaining scheduled payments of principal and interest on the 2030 Senior Notes redeemed plus, in either case, accrued and unpaid interest to, but excluding, the redemption date.

Commencing on November 1, 2029 (three months before the maturity date), the Company may redeem some or all of the 2030 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2030 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

On March 13, 2020, the Company completed an underwritten public offering of $ 500,000 aggregate principal amount of 3.05 % Senior Notes due April 1, 2050 (the “2050 Senior Notes”).

1 unchanged sentence

The Company is amortizing a $ 7,375 debt discount and $ 5,682 of debt issuance costs through the maturity date of the 2050 Senior Notes.

The Company may redeem some or all of the 2050 Senior Notes at its option prior to October 1, 2049 (six months before the maturity date) at any time and from time to time at a redemption price equal to the greater of 100 % of the principal amount of the 2050 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2050 Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The Company may redeem some or all of the 2050 Senior Notes at its option prior to October 1, 2049 (six months before the maturity date) at any time and from time to time at a redemption price equal to the greater of (x) 100 % of the principal amount of the 2050 Senior Notes redeemed and (y) the sum of the present values of the remaining scheduled payments of principal and interest on the 2050 Senior Notes redeemed, plus, in either case, accrued and unpaid interest to, but excluding, the redemption date.

Commencing on October 1, 2049 (six months before the maturity date), the Company may redeem some or all of the 2050 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2050 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

2 unchanged sentences

The Company is amortizing a $ 1,066 debt discount and $ 5,979 of debt issuance costs through the maturity date of the 2032 Senior Notes and a $ 12,742 debt discount and $ 9,732 of debt issuance costs through the maturity date of the 2052 Senior Notes.

The Company may, prior to October 15, 2031 (three months before the maturity date), redeem some or all of the 2032 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 2032 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2032 Senior Notes redeemed.

Commencing on October 15, 2031 (three months before the maturity date), the Company may redeem some or all of the 2032 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2032 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

The Company may, prior to July 15, 2051 (six months before the maturity date), redeem some or all of the 2052 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 2052 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2052 Senior Notes redeemed.

The Company may, prior to October 15, 2031 (three months before the maturity date), redeem some or all of the 2032 Senior Notes, at any time and from time to time, at a redemption price equal to the greater of (x) 100 % of the principal amount of the 2032 Senior Notes redeemed and (y) the sum of the present values of the remaining scheduled payments of principal and interest on the 2032 Senior Notes redeemed, plus, in either case, accrued and unpaid interest to, but excluding, the redemption date.

Commencing on October 15, 2031 (three months before the maturity date), the Company may redeem some or all of the 2032 Senior Notes, at any time and from time to

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

time, at a redemption price equal to the principal amount of the 2032 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

The Company may, prior to July 15, 2051 (six months before the maturity date), redeem some or all of the 2052 Senior Notes, at any time and from time to time, at a redemption price equal to the greater of (x) 100 % of the principal amount of the 2052 Senior Notes redeemed and (y) the sum of the present values of the remaining scheduled payments of principal and interest on the 2052 Senior Notes redeemed, plus, in either case, accrued and unpaid interest to, but excluding, the redemption date.

Commencing on July 15, 2051 (six months before the maturity date), the Company may redeem some or all of the 2052 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2052 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

2 unchanged sentences

The Company is amortizing a $ 375 debt discount and $ 4,668 of debt issuance costs through the maturity date of the New 2032 Senior Notes.

The Company may redeem some or all of the New 2032 Senior Notes at its option prior to March 1, 2032 (three months before the maturity date) (the “New 2032 Senior Notes Par Call Date”), at any time and from time to time at a redemption price equal to the greater of 100 % of the principal amount of the New 2032 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the New 2032 Senior Notes redeemed discounted to the redemption date (assuming the New 2032 Senior Notes matured on the New 2032 Senior Notes Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date.

The Company may redeem some or all of the New 2032 Senior Notes at its option prior to March 1, 2032 (three months before the maturity date) (the “New 2032 Senior Notes Par Call Date”), at any time and from time to time at a redemption price equal to the greater of (x) 100 % of the principal amount of the New 2032 Senior Notes redeemed and (y) the sum of the present values of the remaining scheduled payments of principal and interest on the New 2032 Senior Notes redeemed discounted to the redemption date (assuming the New 2032 Senior Notes matured on the New 2032 Senior Notes Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date.

Commencing on March 1, 2032 (three months before the maturity date), the Company may redeem some or all of the New 2032 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the New 2032 Senior Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

On August 18, 2022, the Company completed an underwritten public offering of $ 750,000 aggregate principal amount of 4.20 % Senior Notes due January 15, 2033 (the “2033 Senior Notes”).

1 unchanged sentence

The Company is amortizing a $ 2,040 debt discount and $ 6,878 of debt issuance costs through the maturity date of the 2033 Senior Notes.

The Company may redeem some or all of the 2033 Senior Notes at its option prior to October 15, 2032 (three months before the maturity date) (the “2033 Senior Notes Par Call Date”), at any time and from time to time at a redemption price equal to the greater of 100 % of the principal amount of the 2033 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2033 Senior Notes redeemed discounted to the redemption date (assuming the 2033 Senior Notes matured on the 2033 Senior Notes Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date.

The Company may redeem some or all of the 2033 Senior Notes at its option prior to October 15, 2032 (three months before the maturity date) (the “2033 Senior Notes Par Call Date”), at any time and from time to time at a redemption price equal to the greater of (x) 100 % of the principal amount of the 2033 Senior Notes redeemed and (y) the sum of the present values of the remaining scheduled payments of principal and interest on the 2033 Senior Notes redeemed discounted to the redemption date (assuming the 2033 Senior Notes matured on the 2033 Senior Notes Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date.

Commencing on October 15, 2032 (three months before the maturity date), the Company may redeem some or all of the 2033 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2033 Senior Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

2 unchanged sentences

The Company is amortizing a $ 8,738 debt discount and $ 6,978 of debt issuance costs through the maturity date of the 2034 Senior Notes.

The Company may, prior to December 1, 2033 (three months before the maturity date) (the “2034 Senior Notes Par Call Date”), redeem some or all of the 2034 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 2034 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2034 Senior Notes redeemed discounted to the redemption date (assuming the 2034 Senior Notes matured on the 2034 Senior Notes Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date.

The Company may, prior to December 1, 2033 (three months before the maturity date) (the “2034 Senior Notes Par Call Date”), redeem some or all of the 2034 Senior Notes, at any time and from time to time, at a redemption price equal to the greater of (x) 100 % of the principal amount of the 2034 Senior Notes redeemed and (y) the sum of the present values of the remaining scheduled payments of principal and interest on the 2034 Senior Notes redeemed discounted to the redemption date (assuming the 2034 Senior Notes matured on the 2034 Senior Notes Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date.

Commencing on December 1, 2033 (three months before the maturity date), the Company may redeem some or all of the 2034 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2034 Senior Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

On June 13, 2024, the Company completed an underwritten public offering of CAD $ 500,000,000 aggregate principal amount of 4.50 % Senior Notes due June 14, 2029 (the “New 2029 Senior Notes” and, together with the 2028 Senior Notes, the 2029 Senior Notes, the 2030 Senior Notes, the 2032 Senior Notes, the New 2032 Senior Notes, the 2033 Senior Notes, the 2034 Senior Notes, the 2050 Senior Notes and the 2052 Senior Notes, the “Senior Notes”).

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

On June 13, 2024, the Company completed an underwritten public offering of CAD $ 500,000,000 aggregate principal amount of 4.50 % Senior Notes due June 14, 2029 (the “New 2029 Senior Notes”).

The New 2029 Senior Notes were issued under the Indenture, as supplemented by the Ninth Supplemental Indenture, dated as of June 13, 2024.

The New 2029 Senior Notes were issued in Canada on a private placement basis.

The Company is amortizing a $ 245 debt discount and $ 2,656 of debt issuance costs through the maturity date of the New 2029 Senior Notes.

The Company may, prior to May 14, 2029 (one month before the maturity date) (the “New 2029 Senior Notes Par Call Date”), redeem some or all of the New 2029 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 New 2029 Senior Notes redeemed, and the sum of the present values of the remaining scheduled payments of principal and interest (not including any portion of the payments of interest accrued as of the date of redemption) on the New 2029 Senior Notes redeemed discounted to the redemption date (assuming the New 2029 Senior Notes matured on the New 2029 Senior Notes Par Call Date), plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.

The Company may, prior to May 14, 2029 (one month before the maturity date) (the “New 2029 Senior Notes Par Call Date”), redeem some or all of the New 2029 Senior Notes, at any time and from time to time, at a redemption price equal to the greater of (x) 100 % of the principal amount of the New 2029 Senior Notes redeemed and (y) the sum of the present values of the remaining scheduled payments of principal and interest (not including any portion of the payments of interest accrued as of the date of redemption) on the New 2029 Senior Notes redeemed discounted to the redemption date (assuming the New 2029 Senior Notes matured on the New 2029 Senior Notes Par Call Date), plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.

Commencing on May 14, 2029 (one month before the maturity date), the Company may redeem some or all of the New 2029 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the New 2029 Senior Notes being redeemed plus accrued and unpaid interest thereon, but excluding, to the redemption date.

On June 4, 2025, the Company completed an underwritten public offering of $ 500,000 aggregate principal amount of its 5.25 % Senior Notes due September 1, 2035 (the “2035 Senior Notes” and, together with the 2028 Senior Notes, the 2029 Senior Notes, the New 2029 Senior Notes, the 2030 Senior Notes, the 2032 Senior Notes, the New 2032 Senior Notes, the 2033 Senior Notes, the 2034 Senior Notes, the 2050 Senior Notes and the 2052 Senior Notes, the “Senior Notes”).

The 2035 Senior Notes were issued under the Indenture, as supplemented by the Tenth Supplemental Indenture, dated as of June 4, 2025.

The Company is amortizing a $ 630 debt discount and $ 4,864 of debt issuance costs through the maturity date of the 2035 Senior Notes.

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 (x) 100 % of the principal amount of the 2035 Senior Notes redeemed and (y) 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.

Commencing on June 1, 2035 (three months before the maturity date), the Company may redeem some or all of the 2035 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2035 Senior Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

The Company pays interest on the Senior Notes semi-annually in arrears.

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

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

Under certain circumstances, the Company may become obligated to pay additional amounts (the “Additional Amounts”) with respect to the Senior Notes to ensure that the net amounts received by each holder of the Senior Notes will not be less than the amount such holder would have received if withholding taxes or deductions were not incurred on a payment under or with respect to the Senior Notes.

If such payment of Additional Amounts is a result of a change in the laws or regulations, including a change in, or amendment to, any official position, the introduction of an official position or a holding by a court of competent jurisdiction, of any jurisdiction from or through which payment is made by or on behalf of the Senior Notes having power to tax, and the Company cannot avoid such payments of Additional Amounts through reasonable measures, then the Company may redeem the applicable series of the Senior Notes then outstanding at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

If the Company experiences certain kinds of changes of control, each holder of the Senior Notes may require the Company to repurchase all or a portion of the Senior Notes for cash at a price equal to 101 % of the aggregate principal amount of such Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

WASTE CONNECTIONS, INC.

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will not be less than the amount such holder would have received if withholding taxes or deductions were not incurred on a payment under or with respect to the Senior Notes.

If such payment of Additional Amounts is a result of a change in the laws or regulations, including a change in any official position, the introduction of an official position or a holding by a court of competent jurisdiction, of any jurisdiction from or through which payment is made by or on behalf of the Senior Notes having power to tax, and the Company cannot avoid such payments of Additional Amounts through reasonable measures, then the Company may redeem the applicable series of the Senior Notes then outstanding at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

The covenants in the Indenture include limitations on liens, sale-leaseback transactions and mergers and sales of all or substantially all of the Company’s assets.

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and Level 3, defined as unobservable inputs that are not corroborated by market data.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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Contingent consideration

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the years ended December 31, 2025 and 2024:

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Environmental regulations require demonstrated financial assurance to meet final capping, closure and post-closure requirements for landfills.

In addition to surety bonds, these requirements may also be met through alternative financial assurance instruments, including insurance, letters of credit and restricted cash and investment deposits.

In addition to surety bonds, these requirements may also be

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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met through alternative financial assurance instruments, including insurance, letters of credit and restricted cash and investment deposits.

At December 31, 2025 and 2024, the Company had provided customers and various regulatory authorities with surety bonds in the aggregate amounts of approximately $ 1,040,159 and $ 934,330 , respectively, to secure its asset closure and retirement requirements and $ 1,117,272 and $ 1,077,021 , respectively, to secure performance under collection contracts and landfill operating agreements.

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During the years ended December 31, 2025, 2024 and 2023, the Company paid $ 144,425 , $ 139,973 and $ 145,598 , respectively, under the respective fuel purchase contracts then outstanding.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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As of December 31, 2025, future minimum purchase commitments, by calendar year, are as follows:

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At December 31, 2025 and 2024, the long-term portion of remediation reserves was $ 7,109 and $ 7,186 , respectively, which is included in Other long-term liabilities in the Consolidated Balance Sheets.

Any substantial increase in the liabilities for remediation of environmental damage incurred by the Company could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Any substantial increase

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in the liabilities for remediation of environmental damage incurred by the Company could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Legal Proceedings

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Except as noted in the matters described below, as of December 31, 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.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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Jefferson Parish, Louisiana Landfill Litigation

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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;

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

On August 12, 2024, the court entered an order dismissing the Addison action without prejudice pending consummation of the settlement agreements.

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

The consolidated putative class action complaint alleges that the JP Landfill released “noxious odors” into the plaintiffs’ properties and the surrounding community and asserts a range of liability theories—nuisance, negligence (since dismissed), and strict liability—against all defendants.

The Ictech-Bendeck plaintiffs seek unspecified damages.

The court held an eight-day trial on general causation during January and February 2022.

On November 29, 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 held that it only needed to determine the level of exposure necessary to result in injuries and that the level existed somewhere offsite, and that it was not required to delineate this level of exposure within a geographic area.

The court did, however, limit 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.

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

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

The consolidated putative class action complaint alleged that the JP Landfill released “noxious odors” into the plaintiffs’ properties and the surrounding community and asserted a range of liability theories—nuisance, negligence (since dismissed), and strict liability—against all defendants.

The Ictech-Bendeck plaintiffs sought unspecified damages.

After a general causation trial limited the nature of the claims and limited the time period to July 2017 to December 2019, 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 currently describe the putative class as Jefferson Parish residents suffering an injury as a result of exposure to odors from the Landfill between July 1, 2017 and December 31, 2019, in five proposed geographic sub-classes encompassing residents within a delineated area of Jefferson Parish that extends roughly five miles from the Landfill to the north and east.

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

Briefing on the class action plaintiffs’ motion for class certification was completed on June 26, 2024.

An evidentiary hearing on certain class certification issues was held on February 3 and 4, 2025.

The Court’s decision is pending.

On August 8, 2024, Jefferson Parish and the Ictech-Bendeck plaintiffs notified the court and the other parties that they had reached an agreement in principle on settlement of the plaintiffs’ claims against the Parish.

The court held a settlement conference on August 9, 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

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.

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.

WASTE CONNECTIONS, INC.

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the Ictech-Bendeck plaintiffs the Parish’s claims against the Company defendants.

The court must approve the proposed settlement after notice is sent to the proposed settlement class and a hearing on the fairness of the settlement terms.

The Company believes it has defenses to certification of the putative class actions and is continuing to vigorously defend itself;

however, at this time, the Company is not able to determine the likelihood of any outcome regarding the underlying claims in the class action, including the allocation of any potential liability among the Company, the Parish, and Aptim Corporation.

On August 8, 2024, the Parish and the Ictech-Bendeck plaintiffs notified the court and the other parties that they had reached an agreement in principle on settlement of the plaintiffs’ class claims against 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 settlement class the Parish’s claims against the Company defendants and Aptim Corporation.

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

On March 27, 2025, the court denied the motion for class certification.

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.

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.

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

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, and is not able to reasonably estimate the possible loss or range of loss.

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”).

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CCL objected to many of the requirements imposed by the Commission.

Current estimates for new costs imposed on CCL under the CUP are in excess of $ 300,000 .

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

At a subsequent hearing, on July 25, 2017, the Board of Supervisors approved the CUP.

On October 20, 2017, CCL filed in the Superior Court of California, County of Los Angeles a verified petition for writ of mandate and complaint against the County and the County Board of Supervisors captioned Chiquita Canyon, LLC v.

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.

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

At a subsequent hearing, on July 25, 2017, the Board approved the CUP.

On October 20, 2017, CCL filed in the Superior Court of California, County of Los Angeles a verified petition for writ of mandate and complaint against the County and the Board captioned Chiquita Canyon, LLC v.

County of Los Angeles (the “Complaint”).

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CCL seeks the following relief:

(a) an injunction and writ of mandate against certain of the CUP’s operational restrictions, taxes and fees, (b) a declaration that the challenged conditions are unconstitutional and in violation of state and federal statutes, (c) reimbursement for any such illegal fees paid under protest, (d) damages, (e) an award of just compensation for a taking, (f) attorney fees, and (g) all other appropriate legal and equitable relief.

Following extensive litigation in 2018 and 2019 on the permissible scope of CCL’s challenge, the Superior Court issued its decision on July 2, 2020, granting CCL’s petition for writ of mandate in part and denying it in part.

CCL prevailed with respect to 12 of the challenged conditions, many of which imposed new fees and exactions on the CC Landfill.

On October 11, 2022, CCL and the County entered into a settlement agreement that requires CCL to file a CUP modification application with the County embodying the terms of the settlement agreement.

CCL filed the CUP modification application on November 10, 2022, an addendum to CCL’s environmental impact report in accordance with the California Environmental Quality Act on January 12, 2024, and a revised addendum on September 30, 2024.

The next steps contemplated by the settlement agreement include:

completion of review by the County;

scheduling the CUP modification application for a hearing before the Los Angeles County Regional Planning Commission;

if appealed, a hearing before the County Board of Supervisors;

and, upon approval by the County Board of Supervisors of the CUP modification application and satisfaction of certain other contingencies, CCL would dismiss this lawsuit.

WASTE CONNECTIONS, INC.

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At a meeting between the County and the Company on September 23, 2024, the County first stated that it would not be possible to complete the environmental review and present the CUP modification to the Regional Planning Commission in 2024.

paid under protest, (d) damages, (e) an award of just compensation for a taking, (f) attorney fees, and (g) all other appropriate legal and equitable relief.

CCL prevailed with respect to 12 of the challenged conditions, many of which imposed new fees and exactions on the CC Landfill.

On October 11, 2022, CCL and the County entered into a settlement agreement that required CCL to file a CUP modification application with the County embodying the terms of the settlement agreement.

The next steps contemplated by the settlement agreement included:

completion of review by the County;

scheduling the CUP modification application for a hearing before the Commission;

if appealed, a hearing before the Board;

and, upon approval by the Board of the CUP modification application and satisfaction of certain other contingencies, CCL would dismiss this lawsuit.

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 are 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 include 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 Landfill was no longer economically viable.

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

Thus, CCL closed active waste disposal operations as of December 31, 2024.

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, dated December 11, 2017 (the “NOV”), alleging that CCL violated certain conditions of the CUP, including Condition 79(B)(6) of the CUP 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 the settlement agreement, described above under paragraph A.

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

A status conference and order to show cause in this case is currently set for May 8, 2025.

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.

On October 16, 2025, CCL filed a motion to enforce the settlement agreement, requesting the Court to enter judgment embodying the July 2020 writ decision.

On November 10, 2025, the Court entered CCL’s proposed judgment.

Following additional motions practice, the County served notice of the judgment on December 24, 2025.

The County filed a notice of appeal on January 16, 2026, and CCL filed its cross-appeal on January 23, 2026.

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

Elevated Temperature Landfill Event

Beginning in May 2023, the Company’s subsidiary, Chiquita Canyon, LLC (“CCL”), began receiving notices of violation (“NOVs”) from the South Coast Air Quality Management District (“SCAQMD”) for alleged violations of Section 41700 of the California Health & Safety Code and SCAQMD Rule 402 based on complaints from the public of odors, which SCAQMD inspectors stated that they verified were from the Chiquita Canyon Landfill (the “CC Landfill”).

Beginning in May 2023, the Company’s subsidiary, CCL, began receiving NOVs from the South Coast Air Quality Management District (“SCAQMD”) for alleged violations of Section 41700 of the California Health & Safety Code and SCAQMD Rule 402 based on complaints from the public of odors, which SCAQMD inspectors stated that they verified were from the CC Landfill.

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 410 NOVs for alleged violations of SCAQMD Rule 402.

CCL has also received 26 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.

6177-4 to address the Rule 402 NOVs issued by SCAQMD inspectors as a result of the ETLF event.

SCAQMD and CCL

WASTE CONNECTIONS, INC.

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Since May 2023, CCL has received approximately 301 NOVs for alleged violations of SCAQMD Rule 402.

CCL has also received sixteen 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.

6177-4 to address the Rule 402 NOVs issued by SCAQMD inspectors as a result of the ETLF event.

SCAQMD and CCL negotiated a Stipulated Order for Abatement (the “Stipulated Order”), which was issued by the Hearing Board on September 6, 2023.

Modifications to the Stipulated Order were approved by the Hearing Board after hearings on January 16 and 17, March 21, April 24, August 17, 20, and 27, and November 13, 2024.

negotiated a Stipulated Order for Abatement (the “Stipulated Order”), which was issued by the Hearing Board on September 6, 2023.

Modifications to the Stipulated Order were approved by the Hearing Board after hearings on January 16 and 17, March 21, April 24, August 17, 20, and 27, and November 13, 2024, April 16, 2025, June 4, 17, and 24, and December 9, 2025.

The modified Stipulated Order contains 107 conditions.

The next status and modification hearing is scheduled for April 16 and 17, 2025.

The next status and modification hearing is scheduled for May 28, 2026.

On November 22, 2023, CCL received an NOV from the Los Angeles Regional Water Quality Control Board (“Water Board”) for alleged violations of CCL’s Waste Discharge Requirements Order No.

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CCL has provided a full response to the alleged violations.

On January 6, 2026 (revised January 7), CCL received a sixth NOV from the Water Board for alleged violations of the National Pollutant Discharge Elimination General Permit for Stormwater Discharges Associated with Industrial Activities (Order No.

2014-0057-DWQ, as amended by Order No.

2018-0028-DWQ).

The allegations relate to an allegedly unauthorized discharge of stormwater commingled with characteristically hazardous leachate.

CCL is working on its response to the alleged violations.

On February 15 and March 29, 2024, CCL received two Summaries of Violations (“SOV”) from the Department of Toxic Substances Control (“DTSC”).

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CCL has submitted full responses to both SOVs from DTSC.

On April 1, 2025, CCL received a third SOV from DTSC.

The SOV alleges violations of California’s hazardous waste control laws and their implementing regulations related to three loads of leachate which allegedly failed to comply with landfill disposal restriction requirements and for allegedly failing to minimize the possibility of a release of hazardous waste or hazardous waste constituents.

CCL has submitted a full response to this SOV.

On November 18, 2025, CCL received a fourth SOV from DTSC.

The SOV alleges violations of California’s hazardous waste control laws and their implementing regulations for allegedly failing to minimize the possibility of a release of hazardous waste or hazardous waste constituents, failing to properly complete hazardous waste manifests for hazardous waste condensate, and failing to properly label tanks containing hazardous waste leachate.

CCL has submitted full responses to this SOV.

On April 2, 2025, CCL, Chiquita Canyon, Inc., and Waste Connections US, Inc.

(“Respondents”) received from DTSC an Imminent and Substantial Endangerment Determination and Order (“ISE Order”) for alleged violations of the California Health & Safety Code.

The ISE Order alleges that “there may be an imminent and/or substantial endangerment to the public health or welfare or to the environment because of the release and/or the threatened release of the hazardous substances at the Site.” The order requires Respondents to implement three removal actions:

(1) extension of the geomembrane cover, (2) interim relocation of a tank farm, and (3) protection of Cell 8A.

CCL filed a notice of intent to comply and sufficient cause defenses on April 9, 2025, which included its objection to DTSC’s inclusion of improper parties, Chiquita Canyon, Inc.

and Waste Connections US, Inc.

CCL has been working closely with DTSC to implement the three removal actions.

On December 26, 2025, DTSC issued a Notice of Proposed Determination of Noncompliance with the ISE Order, alleging that Respondents have failed to submit adequate workplans for each of the removal actions.

CCL disagrees with these allegations and submitted its response on January 12, 2026.

On January 26, 2026, DTSC issued

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Respondents a Final Determination of Noncompliance with, and Violation of, the ISE Order.

CCL is preparing a response to the alleged violations.

On June 4, 2024, CCL received a Finding of Violation (“FOV”) from the U.S.

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At this time, CCL is not able to determine the likely penalties that the regulatory agencies will seek for these alleged violations, but they could be substantial.

CCL also is 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 liquids.

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.

In addition to, and distinct from these alleged violations, CCL had been seeking regulatory approvals to allow the use of new cells needed for waste disposal within the CC Landfill’s existing waste footprint permitted under the CUP.

However, the Water Board had not yet granted the final approval needed for CCL to access otherwise permitted and constructed airspace when the CC Landfill closed to active waste disposal operations as of December 31, 2024.

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, and not able to reasonably estimate the possible loss or range of loss.

Chiquita Canyon Landfill Civil Litigation

Given the facts related to the ETLF event and the alleged violations described above, a number of civil lawsuits have been filed against CCL and other Company subsidiaries, including Chiquita Canyon, Inc., Waste Connections of California, Inc., Waste Connections Management Services Inc.

Given the facts related to the ETLF event and the alleged violations described above, numerous civil lawsuits have been filed against CCL and other Company subsidiaries, including Chiquita Canyon, Inc., Waste Connections of California, Inc., Waste Connections Management Services Inc.

and Waste Connections US, Inc.

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filed September 5, 2023, removed to U.S.D.C.

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October 4, 2023).

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2:23-CV-08380-MEMF-MAR.

As additional, related cases have been filed, the Company has sought to consolidate them with In re Chiquita .

As additional, related cases have been filed, the Company has sought to consolidate them with In re Chiquita Landfill Litigation.

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

There are approximately 11,700 total plaintiffs in these civil lawsuits as of February 6, 2026, which includes some from cases filed but not yet served, and the Company expects additional complaints and plaintiffs in the future.

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Claudia Rivera et al.

Chiquita Canyon, LLC et al.

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Canyon, LLC et al.

(Los Angeles Superior Court;

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filed on November 19, 2024);

Chiquita Canyon, LLC et al.

filed on November 22, 2024);

Maria Magdalena Alanis, et al.

Chiquita Canyon, LLC et al.

filed January 6, 2025, transferred to Judge Frimpong but not yet consolidated).

filed January 6, 2025);

Grace Lara et al.

Chiquita Canyon, LLC et al.

filed February 10, 2025);

Babken Egoian et al.

Chiquita Canyon, LLC et al.

Cal., filed March 31, 2025);

Kiwi Chang et al.

Chiquita Canyon, LLC et al.

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

Molina et al.

Chiquita Canyon, LLC et al.

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

Mietzner et al.

Chiquita Canyon, LLC et al.

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);

Nancy Mariel Aguilar et al.

Chiquita Canyon, LLC et al.

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

Leticia Ojeda et al.

Chiquita Canyon, LLC et al.

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

Bertha Bacon et al.

Chiquita Canyon, LLC et al.

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

Reyna Aguilar et al.

Chiquita Canyon, LLC et al.

2:25-cv-10271, filed October 24, 2025);

Rhea Estacio et al.

Chiquita Canyon, LLC et al.

2:25-cv-10408, filed October 29, 2025 but not yet consolidated) ;

Sterling Gateway, L.P.

Chiquita Canyon, LLC et al.

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

and Joseph Ryan Stanley et al.

Chiquita Canyon, LLC et al.

2:25- cv-12304, filed December 29, 2025).

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.

2 unchanged sentences

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

In re Serieddine is consolidated in In re Chiquita Landfill Litigation .

Three cases have been filed, but not yet served:

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

Six cases have been filed, but not yet served:

Gary Wells et al.

Chiquita Canyon, LLC et al.

filed on November 22, 2024), Fernando Perez et al.

(Los Angeles Superior Court, Case No.

25STCV29317, filed October 3, 2025);

Mariya Savchenko et al.

Chiquita Canyon, LLC et al.

filed December 30, 2024), Nancy Mariel Aguilar et al.

2:25-cv-10615, filed November 4, 2025);

Anahit Pogosyan, by and through her Successor in Interest, Armen Pogosian, v.

Chiquita Canyon LLC et al.

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

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

2:25-cv-11732, filed December 10, 2025);

William John Blatter et al.

Chiquita Canyon, LLC et al.

2:25-cv-12056, filed December 19, 2025);

Alvaro Luis Gutierrez v.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court, filed February 4, 2026);

Geoffre Tisdale et al.

Chiquita Canyon LLC et al .

2:26-cv-01288, filed February 6, 2026).

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

3 unchanged sentences

and Waste Connections US, Inc.

This case has been assigned to Judge Frimpong, the same judge overseeing In Re Chiquita Landfill Litigation.

An answer or responsive pleading is due on February 19, 2025.

titled The People of the State of California and The County of Los Angeles v.

Chiquita Canyon, LLC et al.

Cal, filed December 17, 2024).

This case has been assigned to Judge Frimpong, the same judge overseeing In Re Chiquita Landfill Litigation and is now consolidated with the mass tort for discovery purposes.

The Company filed a motion to dismiss on February 19, 2025 and that motion was heard on May 29, 2025.

The Court denied the motion to dismiss on May 30, 2025.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

The County’s lawsuit alleges public nuisance under California statutes and Los Angeles County ordinances, public nuisance per se, and unfair business practices related to the alleged violation of ordinances referenced in the public nuisance claims.

The County seeks an injunction to bring the CC Landfill into compliance with all local, state, and federal laws and regulations, including all necessary measures to “contain and extinguish” the ETLF, prevent odors and gases from reaching any residential zone, and eliminate leachate seeps;

subsidize the relocation of affected citizens living near the Landfill;

and subsidize mitigation measures undertaken by affected citizens living, working, or studying near the Landfill, such as the purchase of air purification systems, double paned windows, home hardening, and assistance with utility bills.

Alternatively, the County requests the appointment of a receiver to take possession and control of the Landfill.

The County seeks an injunction to bring the CC Landfill into compliance with all local, state, and federal laws and regulations, including all necessary measures to “contain and extinguish” the ETLF event, prevent odors and gases from reaching any residential zone, and eliminate leachate seeps;

subsidize the relocation of affected citizens living near the CC Landfill;

and subsidize mitigation measures undertaken by affected citizens living, working, or studying near the CC Landfill, such as the purchase of air purification systems, double paned windows, home hardening, and assistance with utility bills.

Alternatively, the County requests the appointment of a receiver to take possession and control of the CC Landfill.

The County also seeks to recover civil penalties and attorney’s fees.

The Company is not able to determine the potential penalty amount that the County will seek in this lawsuit.

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.

On May 29, 2025, the County filed a motion for a preliminary injunction, seeking the creation of at least a $ 20,000 abatement fund to relocate 938 residents from Val Verde and Castaic and/or for home hardening expenses.

The County bases that request on numerous declarations from residents and regulators, 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.

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 the appeal is now fully briefed.

No oral argument is scheduled yet 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.

Collective Bargaining Agreements

As of December 31, 2024, 3,774 employees, or approximately 16 % of the Company’s workforce, were employed under collective bargaining agreements.

As of December 31, 2025, approximately 16 % of the Company’s workforce, were employed under collective bargaining agreements.

The Company has 23 collective bargaining agreements covering 1,414 employees, or approximately 6 % of its workforce, that have expired or are set to expire in 2026.

The Company does not expect any significant disruption in its overall business in 2025 as a result of labor negotiations, employee strikes or organizational efforts.

In 2025, the Company did not experience any work stoppages or days idle due to labor issues.

SHAREHOLDERS’ EQUITY

17 unchanged sentences

Normal Course Issuer Bid

On July 23, 2024, the Board of Directors of the Company approved, subject to receipt of regulatory approvals, the annual renewal of the Company’s normal course issuer bid (the “NCIB”) to purchase up to 12,901,981 of the Company’s common shares during the period of August 12, 2024 to August 11, 2025 or until such earlier time as the NCIB is completed or terminated at the option of the Company.

The renewal followed the conclusion of the Company’s NCIB that expired August 9, 2024.

The Company received TSX approval for its annual renewal of the NCIB on August 6, 2024.

Under the NCIB, the Company may make share repurchases only in the open market, including on 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 are 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.

On August 8, 2025, the Company announced the annual renewal of the Company’s normal course issuer bid (the “NCIB”) to purchase up to 12,855,691 of the Company’s common shares 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 option of the Company.

The renewal followed the conclusion of the Company’s previous NCIB that expired August 11, 2025.

Under the NCIB, the Company may make share repurchases on the TSX, the NYSE, the NYSE Texas and/or alternative Canadian trading systems, at the prevailing market price at the time of the transaction and subject to certain volume limitations in accordance with the rules of TSX and NYSE.

In accordance with TSX rules, any daily repurchases made through the TSX and alternative Canadian trading systems are 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 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.

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 market conditions, share price and other factors, including potential acquisition growth opportunities.

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

For each of the years ended December 31, 2024 and 2023, the Company did no t repurchase any common shares pursuant to the NCIB in effect during that period.

For the year ended December 31, 2025, the Company repurchased 2,758,775 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 505,517 .

For each of the years ended December 31, 2024 and 2023, the Company did no t repurchase any common shares pursuant to the NCIB in effect during that period.

As of December 31, 2025, the maximum number of shares available for repurchase under the current NCIB was 11,396,255 .

132 unchanged sentences

Outstanding at December 31, 2024

Share settled

Outstanding at December 31, 2025

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.

RSU grants outstanding under the Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition in 2016 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 year ended December 31, 2025, is presented below:

2 unchanged sentences

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

All remaining RSUs were vested as of December 31, 2019.

WASTE CONNECTIONS, INC.

29 unchanged sentences

Balance at December 31, 2025

The Company’s operations are conducted through its various subsidiaries in countries throughout the world.

The Company has provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned.

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

The Company’s operations are conducted through its various subsidiaries in countries throughout the world.

The Company has provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned.

Income before provision for income taxes consists of the following:

3 unchanged sentences

Years Ended December 31,

State and local

Provision for income taxes

2 unchanged sentences

revenues, assets, operating income and associated tax provisions is significantly greater than any other single taxing jurisdiction within the worldwide group, the reconciliation of the differences between the Company’s income tax provision as presented in the accompanying Consolidated Statements of Net Income and income tax provision computed at the federal statutory rate is presented on the basis of the U.S.

federal statutory income tax rate of 21 %, as opposed to the Canadian statutory rate of approximately 27 % to provide a more meaningful insight into those differences.

The items shown in the following table are a percentage of pre-tax income:

federal statutory income tax rate, as opposed to the Canadian statutory rate to provide a more meaningful insight into those differences.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

The following table presents the reconciliation of the provision for income taxes based on the U.S.

federal statutory rate to the actual effective rate by amount and percent of pre-tax income for the year ended December 31, 2025:

December 31, 2025

federal statutory tax rate

State and local income taxes, net of U.S.

federal income tax effect (a)

Foreign tax effects

Statutory tax rate difference between Canada and U.S.

Provincial taxes

Nontaxable or nondeductible items

Other adjustments

Effective tax rate

(a) The states that contribute to the majority (greater than 50%) of the tax effect in the category include Oregon, New York, California, Illinois, Texas, and Tennessee for 2025.

The items shown in the following table are a percentage of pre-tax income in accordance with the guidance prior to the adoption of ASU 2023-09, Improvements to Income Tax Disclosures:

Years Ended December 31,

5 unchanged sentences

Share-based compensation

The comparability of the Company’s income tax provision for the reported periods has been affected by variations in its income before income taxes.

Effective tax rate

The effects of international operations are primarily due to a portion of the Company’s income from internal financing that is taxed at effective rates substantially lower than the U.S.

federal statutory rate.

Income taxes paid consists of the following:

Years Ended December 31,

State and local

Total income taxes paid

WASTE CONNECTIONS, INC.

18 unchanged sentences

Interest rate swaps

Finance costs

Total deferred income tax liabilities

16 unchanged sentences

The Company did no t have any unrecognized tax benefits recorded at December 31, 2025, 2024 or 2023.

The Company does not anticipate the total amount of unrecognized tax benefits will significantly change by December 31, 2025.

The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

SEGMENT REPORTING

The Company’s revenues are generated from the collection, transfer, recycling and disposal of non-hazardous solid waste and the treatment, recovery and disposal of non-hazardous E&P waste.

The Company’s revenues are generated primarily from the collection, transfer, recycling and disposal of non-hazardous solid waste and the treatment, recovery and disposal of non-hazardous E&P waste.

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 .

4 unchanged sentences

The Company manages its operations through the following six geographic solid waste operating segments:

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

Southern, Western, 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.

Summarized financial information concerning the Company’s reportable segments for the years ended December 31, 2024, 2023 and 2022, is shown in the following tables:

Summarized financial information concerning the Company’s reportable segments for the years ended December 31, 2025, 2024 and 2023, including a reconciliation of segment EBITDA to Income before income tax provision, is shown in the following tables:

December 31, 2025

8 unchanged sentences

( 1,015,023 )

( 6,414,926 )

Segment EBITDA (d)

31 unchanged sentences

Intercompany revenue (b)

( 1,145,781 )

Reported revenue

3 unchanged sentences

( 1,027,172 )

( 5,543,632 )

Segment EBITDA (d)

1 unchanged sentence

Depreciation and amortization

( 1,003,211 )

Other segment items (e)

6 unchanged sentences

Transactions within and between segments are generally made on a basis intended to reflect the market value of the service.

These expenses include cost of operations and selling, general, and administrative expenses as presented in the Company’s consolidated statements of operations.

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

These expenses include cost of operations and selling, general, and administrative expenses as presented in the Company’s consolidated statements of operations.

(d) For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in Note 3.

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.

See Note 3 for more information relating to landfill closure adjustments and impairments recorded in the Western segment from the Company’s decision to cease active waste disposal operations at its Chiquita Canyon Landfill.

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.

See Note 3 for more information relating to landfill closure adjustments and impairments recorded in the Western segment during the years ended December 31, 2023 and 2024 from the Company’s decision to cease active waste disposal operations at its Chiquita Canyon Landfill at December 31, 2024.

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

3 unchanged sentences

Goodwill acquired

Goodwill acquisition adjustments

Goodwill divested

Impact of changes in foreign currency

12 unchanged sentences

Diluted shares outstanding

EMPLOYEE BENEFIT PLANS

Retirement Savings Plans:

Waste Connections and certain of its subsidiaries have voluntary retirement savings plans in Canada (the “RSPs”).

RSPs are available to all eligible Canadian employees of Waste Connections and its subsidiaries.

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

EMPLOYEE BENEFIT PLANS

Retirement Savings Plans:

Waste Connections and certain of its subsidiaries have voluntary retirement savings plans in Canada (the “RSPs”).

RSPs are available to all eligible Canadian employees of Waste Connections and its subsidiaries.

For eligible non-union Canadian employees, Waste Connections and its subsidiaries make a matching contribution to a deferred profit sharing plan (“DPSP”) of up to 5 % of the employee’s eligible compensation, subject to certain limitations imposed by the Income Tax Act (Canada).

25 unchanged sentences

36-6513567 - 001

Green for the plan year beginning 10/1/2023

Green for the plan year ending 9/30/2024

Green for the plan year beginning 10/1/2023

17 unchanged sentences

13-1975659 - 001

Critical and Declining for the plan year beginning 1/1/2024

Critical and Declining

Critical and Declining for the plan year beginning 1/1/2024

1 unchanged sentence

51-6031295 - 002

12/31/2025 to 6/30/2026

Locals 302 & 612 of the IOUE - Employers Construction Industry Retirement Plan

18 unchanged sentences

Unless otherwise noted in the table above, the most recent Pension Protection Act zone status available in 2025 and 2024 is for the plans’ years ended December 31, 2024 and 2023, respectively.

The “FIP/RP Status” column indicates plans for which a Funding Improvement Plan (“FIP”) or a Rehabilitation Plan (“RP”) has been implemented.

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

The “FIP/RP Status” column indicates plans for which a Funding Improvement Plan (“FIP”) or a Rehabilitation Plan (“RP”) has been implemented.

A multiemployer defined benefit pension plan that has been certified as endangered, seriously endangered or critical may begin to levy a statutory surcharge on contribution rates.

5 unchanged sentences

3) Teamsters Local 301 Pension Fund for plan years ending December 31, 2024, 2023 and 2022;

4) Local 813 Pension Trust Fund for the plan year ending December 31, 2023;

4) Local 813 Pension Trust Fund for the plan years ending December 31, 2024 and 2023;

and 5) Recycling and General Industrial Union Local 108 Pension Fund for the plan years ending December 31, 2024, 2023 and 2022.

19 unchanged sentences

The Company’s total liability for deferred compensation at December 31, 2025 and 2024 was $ 40,142 and $ 36,006 , respectively, which was recorded in Other long-term liabilities in the Consolidated Balance Sheets.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

SUBSEQUENT EVENT

3 unchanged sentences

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-K

Item 8. Financial Statements and Supplementary Data