Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common shares are listed on the Toronto Stock Exchange, or TSX, the New York Stock Exchange, or NYSE, and the NYSE Texas under the symbol “WCN”.
As of February 3, 2026, there were 68 holders of record of our common shares. Because many of our common shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders.
On February 11, 2026, we announced that our Board of Directors approved a regular quarterly cash dividend of $0.35 per common share. All dividends paid by us on our common shares after June 1, 2016 are designated as “eligible dividends” for Canadian federal income tax purposes and such treatment will continue unless a notification of change is posted on our website. Our Board of Directors will review the cash dividend periodically, with a long-term objective of increasing the amount of the dividend. We cannot assure as to the amounts or timing of future dividends. We have the ability under our Revolving Credit Agreement (defined below) to repurchase our common shares and pay dividends provided we maintain specified financial ratios.
On August 8, 2025, we announced the annual renewal of our normal course issuer bid, or the NCIB, to purchase up to 12,855,691 of our 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 our option. The renewal followed the conclusion of our previous NCIB that expired August 11, 2025. Under the NCIB, we 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. Shareholders may obtain a copy of our TSX Form 12 – Notice of Intention to Make a Normal Course Issuer Bid, without charge, by request directed to our Executive Vice President and Chief Financial Officer at (832) 442-2200. 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. Information regarding the NCIB can be found under the section Normal Course Issuer Bid in Note 14, “Shareholders’ Equity,” of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference. During the year ended December 31, 2025, we have repurchased 2.8 million of our common shares pursuant to the NCIB in effect during that period at an aggregate cost of $505.5 million, or an average price of $183.24 per share. The table below reflects repurchases we made during the three months ended December 31, 2025:
Total Number of
Maximum Number
Shares Purchased
of Shares that
Total Number
Average
as Part of Publicly
May Yet Be
of Shares
Price Paid
Announced
Purchased Under
Period
Purchased
Per Share (1)
Program (2)
the Program (2)
10/1/25 - 10/31/25
181,051
$
172.61
181,051
11,580,628
11/1/25 - 11/30/25
115,071
$
171.64
115,071
11,465,557
12/1/25 - 12/31/25
69,302
$
178.07
69,302
11,396,255
365,424
$
173.34
365,424
(1) This amount represents the weighted average price paid per common share. This price includes a per share commission and share buyback taxes paid for all repurchases.
(2) The annual renewal of our NCIB was announced on August 8, 2025, and unless terminated at our option, it will expire on August 11, 2026 or, if earlier, upon the purchase of the full 12,855,691 common shares authorized for purchase under the NCIB.
Canada imposes a two percent tax on repurchases of equity by publicly traded Canadian entities (the “Share Buyback Tax”). Generally, subject to a de minimis rule, the Share Buyback Tax is levied on the net value of our repurchased equity (being the fair market value of certain equity that is redeemed, acquired or cancelled by us in the taxation year less the fair market value of certain equity issued by us in the taxation year). A purchase of common shares pursuant to the NCIB may subject us to Share Buyback Tax depending on the aggregate fair market value of the common shares purchased by us and the fair market value of equity issuances during such year.
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Performance Graph
The following performance graph compares the total cumulative shareholder returns on our common shares over the past five fiscal years with the total cumulative returns for the S&P 500 Index, the S&P/TSX 60 Index and the Dow Jones U.S. Waste and Disposal Services Index.
The graph depicts a five-year comparison of cumulative total returns for our common shares. The graph assumes an investment of $100 in our common shares on December 31, 2020, and the reinvestment of all dividends. This chart has been calculated in compliance with SEC requirements and prepared by S&P Global Inc. using the USD index in the case of the S&P/TSX 60 Index.
This graph with the accompanying text is not “soliciting material,” is not deemed filed with the SEC, and is not to be incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Base
Indexed Returns
Period
Years Ending
Company Name / Index
Dec20
Dec21
Dec22
Dec23
Dec24
Dec25
Waste Connections, Inc.
$
100
$
133.80
$
131.09
$
148.75
$
172.14
$
177.17
S&P 500 Index
$
100
$
128.71
$
105.40
$
133.10
$
166.40
$
196.16
S&P/TSX 60 Index
$
100
$
129.14
$
112.88
$
129.97
$
144.23
$
195.30
Dow Jones U.S. Waste & Disposal Services Index
$
100
$
139.79
$
132.24
$
155.77
$
185.73
$
195.61
THE SHARE PRICE PERFORMANCE INCLUDED IN THIS GRAPH IS NOT NECESSARILY INDICATIVE OF FUTURE SHARE PRICE PERFORMANCE.
ITEM 6. [RESERVED]
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