What changed in this filing

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Item 1. Financial Statements

2026-07-23 compared with 2026-04-23 · 349 added, 254 removed, 910 unchanged (40% of the section changed)

6 unchanged sentences

Cash and equivalents

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

Accounts receivable, net of allowance for credit losses of $ 23,961 and $ 21,402 at June 30, 2026 and December 31, 2025, respectively

Prepaid expenses and other current assets

26 unchanged sentences

Unlimited shares authorized;

254,260,257 shares issued and 254,213,909 shares outstanding at March 31, 2026;

252,201,043 shares issued and 252,154,695 shares outstanding at June 30, 2026;

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

2 unchanged sentences

Treasury shares:

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

46,348 and 46,348 shares at June 30, 2026 and December 31, 2025, respectively

Retained earnings

6 unchanged sentences

dollars, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

16 unchanged sentences

(In thousands of U.S.

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Other comprehensive income (loss), before tax:

2 unchanged sentences

Foreign currency translation adjustment

Other comprehensive loss, before tax

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

Other comprehensive loss, net of tax

Other comprehensive income (loss), before tax

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

Other comprehensive income (loss), net of tax

Comprehensive income

22 unchanged sentences

Balances at March 31, 2026

Vesting of restricted share units

Vesting of deferred share units

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

Equity-based compensation

Exercise of warrants

Repurchase of common shares

( 2,062,646 )

Cash dividends on common shares

Amounts reclassified into earnings, net of taxes

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

Foreign currency translation adjustment

Balances at June 30, 2026

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

21 unchanged sentences

Balances at March 31, 2025

Vesting of restricted share units

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

Equity-based compensation

Exercise of warrants

Repurchase of common shares

Cash dividends on common shares

Amounts reclassified into earnings, net of taxes

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

Foreign currency translation adjustment

Balances at June 30, 2025

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

2 unchanged sentences

(In thousands of U.S.

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

8 unchanged sentences

Interest accretion

Payment of contingent consideration recorded in earnings

Adjustments to contingent consideration

4 unchanged sentences

Capital expenditures for property and equipment

Capital expenditures for undeveloped land

Proceeds from disposal of assets

Net cash used in investing activities

( 1,019,972 )

CASH FLOWS FROM FINANCING ACTIVITIES:

1 unchanged sentence

Principal payments on notes payable and long-term debt

( 1,176,382 )

( 1,488,785 )

Payment of contingent consideration recorded at acquisition date

6 unchanged sentences

Proceeds from sale of common shares held in trust

Net cash provided by (used in) financing activities

Net cash used in financing activities

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

12 unchanged sentences

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

and its subsidiaries (the “Company”) for the three-month periods ended March 31, 2026 and 2025.

and its subsidiaries (the “Company”) for the three and six-month periods ended June 30, 2026 and 2025.

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

26 unchanged sentences

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 .

In November 2024, the FASB issued a final standard requiring additional disclosure of the nature of expenses included in the income statement.

The standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the statement of operations as well as disclosures about selling expenses.

The standard applies to all public business entities and will be effective for annual

Accounting for Government Grants .

In December 2025, the FASB issued a standards update related to government grants received by business entities.

The update establishes a comprehensive framework for the recognition, measurement, and presentation of government grants.

The amendments apply to all business entities and are effective for public business entities for fiscal years beginning after December 15, 2028, and interim periods within those fiscal years, with early adoption permitted.

The Company early adopted the standard update effective April 1, 2026, using the modified

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027.

prospective method, electing to use the deferred income approach for government grants related to assets.

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 .

In November 2024, the FASB issued a final standard requiring additional disclosure of the nature of expenses included in the income statement.

The standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the statement of operations as well as disclosures about selling expenses.

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 standard retrospectively.

7 unchanged sentences

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

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

Accounting for Environmental Credits and Environmental Credit Obligations .

In May 2026, the FASB issued a final standard related to environmental credits and environmental credit obligations.

The standard establishes a comprehensive framework for the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations.

The standard applies to entities that generate, purchase, receive, or hold environmental credits, as well as entities that have regulatory compliance obligations that may be settled using environmental credits.

The standard is effective for public business entities for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted.

The guidance must be applied on a retrospective basis by recognizing a cumulative effect adjustment to retained earnings at the date of initial application.

The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

disposal services and intermodal services.

The following tables disaggregate the Company’s revenues by service line for the periods indicated:

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Industrial and construction roll off

Total collection

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Industrial and construction roll off

Total collection

Six Months Ended June 30, 2026

Industrial and construction roll off

Total collection

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Six Months Ended June 30, 2025

Industrial and construction roll off

Total collection

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

1 unchanged sentence

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

Substantially all of the deferred revenue recorded as of December 31, 2025 was recognized as revenue during the three months ended March 31, 2026 when the service was performed.

Substantially all of the deferred revenue recorded as of March 31, 2026 was recognized as revenue during the three months ended June 30, 2026 when the service was performed.

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

2 unchanged sentences

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 $ 30,385 and $ 30,055 of deferred sales incentives at March 31, 2026 and December 31, 2025, respectively.

The Company had $ 30,605 and $ 30,055 of deferred sales incentives at June 30, 2026 and December 31, 2025, respectively.

ACCOUNTS RECEIVABLE

7 unchanged sentences

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.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

Three Months Ended March 31,

Six Months Ended June 30,

Beginning balance

4 unchanged sentences

Ending balance

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Accounts receivable, net of allowance for credit losses, was $ 935,027 at December 31, 2024.

LANDFILL ACCOUNTING

At March 31, 2026, the Company’s landfills consisted of 102 owned landfills, five landfills operated under life-of-site operating agreements and seven landfills operated under limited-term operating agreements.

The Company’s landfills had site costs with a net book value of $ 3,376,607 at March 31, 2026.

At June 30, 2026, the Company’s landfills consisted of 103 owned landfills, five landfills operated under life-of-site operating agreements and seven landfills operated under limited-term operating agreements.

The Company’s landfills had site costs with a net book value of $ 3,436,032 at June 30, 2026.

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

7 unchanged sentences

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

Based on remaining permitted capacity as of March 31, 2026, and projected annual disposal volumes, the average remaining landfill life for the Company’s owned landfills and landfills operated under life-of-site operating agreements is estimated to be approximately 31 years .

As of March 31, 2026, the Company is seeking to expand permitted capacity at five of its owned landfills and considers the achievement of these expansions to be probable.

Based on remaining permitted capacity as of June 30, 2026, and projected annual disposal volumes, the average remaining landfill life for the Company’s owned landfills and landfills operated under life-of-site operating agreements is estimated to be approximately 31 years .

As of June 30, 2026, the Company is seeking to expand permitted capacity at four of its owned landfills and considers the achievement of these expansions to be probable.

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

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

During the three months ended March 31, 2026 and 2025, the Company expensed $ 67,243 and $ 59,410 , respectively, related to landfill depletion at owned landfills and landfills operated under life-of-site agreements.

During the six months ended June 30, 2026 and 2025, the Company expensed $ 140,731 and $ 126,953 , respectively, related to landfill depletion at owned landfills and landfills operated under life-of-site agreements.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

3 unchanged sentences

This policy results in the Company’s final capping, closure and post-closure liabilities being recorded in “layers.” The Company’s discount rate assumption for purposes of computing “layers” for final capping, closure and post-closure liabilities is based on its long-term credit adjusted risk-free rate.

The Company’s discount rate assumption for purposes of computing 2026 and 2025 “layers” for final capping, closure and post-closure obligations was 5.50 % for both

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

The Company’s discount rate assumption for purposes of computing 2026 and 2025 “layers” for final capping, closure and post-closure obligations was 5.50 % for both periods.

The Company’s long-term inflation rate assumption is 2.75 % for each of the years ending December 31, 2026 and 2025.

1 unchanged sentence

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

During the three months ended March 31, 2026 and 2025, the Company expensed $ 10,272 and $ 11,872 , respectively, related to final capping, closure and post-closure accretion expense.

During the six months ended June 30, 2026 and 2025, the Company expensed $ 20,546 and $ 23,886 , respectively, related to final capping, closure and post-closure accretion expense.

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

The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2025 to March 31, 2026:

The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2025 to June 30, 2026:

Final capping, closure and post-closure liability at December 31, 2025

2 unchanged sentences

Closure payments

Assumption of closure liabilities from acquisitions

Foreign currency translation adjustment

Final capping, closure and post-closure liability at March 31, 2026

Liability adjustments of $ 106,659 for the three months ended March 31, 2026, represent non-cash changes to final capping, closure and post-closure liabilities and are recorded on the Condensed Consolidated Balance Sheets along with an offsetting addition to site costs, which is amortized to depletion expense as the remaining landfill airspace is consumed.

At March 31, 2026 and December 31, 2025, the current portion of final capping, closure and post-closure liabilities, included in Accrued Liabilities on the Condensed Consolidated Balance Sheets, was $ 155,908 and $ 146,772 , respectively, and the long-term portion of final capping, closure and post-closure liabilities, included in Other long-term liabilities on the Condensed Consolidated Balance Sheets, was $ 545,204 and $ 504,814 , respectively.

Final capping, closure and post-closure liability at June 30, 2026

Liability adjustments of $ 173,502 for the six months ended June 30, 2026, represent non-cash changes to final capping, closure and post-closure liabilities and are recorded on the Condensed Consolidated Balance Sheets along with an offsetting addition to site costs, which is amortized to depletion expense as the remaining landfill airspace is consumed.

At June 30, 2026 and December 31, 2025, the current portion of final capping, closure and post-closure liabilities, included in Accrued Liabilities on the Condensed Consolidated Balance Sheets, was $ 130,735 and $ 146,772 , respectively, and the long-term portion of final capping, closure and post-closure liabilities, included in Other long-term liabilities on the Condensed Consolidated Balance Sheets, was $ 578,283 and $ 504,814 , respectively.

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

At March 31, 2026 and December 31, 2025, $ 11,980 and $ 10,451 , respectively, of the Company’s restricted cash balance and $ 80,295 and $ 80,655 , respectively, of the Company’s restricted investments balance was for purposes of securing its performance of future final capping, closure and post-closure obligations.

The Company acquired three immaterial non-hazardous solid waste collection, transfer and recycling businesses during the three months ended March 31, 2026.

The total transaction-related expenses incurred during the three months ended March 31, 2026 for these acquisitions were $ 2,360 .

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

The Company acquired three immaterial non-hazardous solid waste collection and recycling businesses and one immaterial E&P waste treatment and disposal business during the three months ended March 31, 2025.

The total transaction-related expenses incurred during the three months ended March 31, 2025 for these acquisitions were $ 11,970 .

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

At June 30, 2026 and December 31, 2025, $ 9,301 and $ 10,451 , respectively, of the Company’s restricted cash balance and $ 72,679 and $ 80,655 , respectively, of the Company’s restricted investments balance was for purposes of securing its performance of future final capping, closure and post-closure obligations.

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

The Company acquired six immaterial non-hazardous solid waste collection, transfer and recycling businesses and two immaterial E&P waste treatment and disposal businesses during the six months ended June 30, 2026.

The total transaction-related expenses incurred during the six months ended June 30, 2026 for these acquisitions were $ 9,948 .

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

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

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

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

The results of operations of the acquired businesses have been included in the Company’s Condensed Consolidated Financial Statements from their respective acquisition dates.

1 unchanged sentence

Goodwill acquired is attributable to the synergies and ancillary growth opportunities expected to arise after the Company’s acquisition of these businesses.

The following table summarizes the consideration transferred to acquire these businesses and the preliminary amounts of identifiable assets acquired and liabilities assumed at the acquisition dates for the acquisitions consummated in the three months ended March 31, 2026 and 2025:

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Fair value of consideration transferred:

15 unchanged sentences

Total identifiable net assets

Goodwill acquired during the three months ended March 31, 2026 and 2025, totaling $ 56,138 and $ 55,780 , respectively, is expected to be deductible for tax purposes.

The fair value of acquired working capital related to seven immaterial acquisitions completed during the twelve months ended March 31, 2026, is provisional pending receipt of information from the acquirees to support the fair value of the assets acquired and liabilities assumed.

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

The adjustments recorded during the three months ended March 31, 2026 relating to finalizing the acquired working capital for the immaterial acquisitions completed during the twelve months ended December 31, 2025 were not material to the Company’s financial position.

The gross amount of trade receivables due under contracts acquired during the three months ended March 31, 2026, was $ 310 , of which $ 7 was expected to be uncollectible.

The gross amount of trade receivables due under contracts acquired during the three months ended March 31, 2025, was $ 17,088 , of which $ 168 was expected to be uncollectible.

Of the goodwill acquired during the six months ended June 30, 2026 and 2025, a total of $ 67,637 and $ 117,571 , respectively, is expected to be deductible for tax purposes.

The fair value of acquired working capital related to five immaterial acquisitions completed during the twelve months ended June 30, 2026, is provisional pending receipt of information from the acquirees to support the fair value of the assets acquired and liabilities assumed.

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

The adjustments recorded during the six months ended June 30, 2026 relating to finalizing the acquired working capital for the immaterial acquisitions completed during the twelve months ended December 31, 2025 were not material to the Company’s financial position.

The gross amount of trade receivables due under contracts acquired during the six months ended June 30, 2026, was $ 10,915 , of which $ 602 was expected to be uncollectible.

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

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

4 unchanged sentences

INTANGIBLE ASSETS, NET

Intangible assets, exclusive of goodwill, consisted of the following at March 31, 2026:

Intangible assets, exclusive of goodwill, consisted of the following at June 30, 2026:

Finite-lived intangible assets:

7 unchanged sentences

( 1,536,750 )

The weighted-average amortization period of customer lists acquired during the three months ended March 31, 2026 was 10.0 years.

The weighted-average amortization period of finite-lived permits and other acquired during the three months ended March 31, 2026 was 40.0 years.

The weighted-average amortization period of long-term franchise agreements and contracts acquired during the six months ended June 30, 2026 was 9.5 years.

The weighted-average amortization period of customer lists acquired during the six months ended June 30, 2026 was 10.9 years.

The weighted-average amortization period of finite-lived permits and other acquired during the six months ended June 30, 2026 was 34.2 years.

Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2025:

8 unchanged sentences

( 1,453,419 )

Estimated future amortization expense for the next five years relating to finite-lived intangible assets owned as of March 31, 2026 is as follows:

Estimated future amortization expense for the next five years relating to finite-lived intangible assets owned as of June 30, 2026 is as follows:

For the year ending December 31, 2026

8 unchanged sentences

LONG-TERM DEBT

The following table presents the Company’s long-term debt at March 31, 2026 and December 31, 2025:

The following table presents the Company’s long-term debt at June 30, 2026 and December 31, 2025:

Revolving Credit Agreement, bearing interest ranging from 3.44 % to 4.52 % (a)

16 unchanged sentences

Long-term portion of debt and notes payable

____________________

(a) Interest rates represent the interest rates at March 31, 2026.

(a) Interest rates represent the interest rates at June 30, 2026.

WASTE CONNECTIONS, INC.

6 unchanged sentences

1 to Revolving Credit Agreement, dated as of May 23, 2025, 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.

Details of the Revolving Credit Agreement at March 31, 2026 and December 31, 2025 are as follows:

Details of the Revolving Credit Agreement at June 30, 2026 and December 31, 2025 are as follows:

Letters of credit outstanding

9 unchanged sentences

Amount drawn – U.S.

term SOFR loan

Interest rate applicable – U.S.

term SOFR loan

Amount drawn – U.S.

base rate loan

8 unchanged sentences

Commitment – rate applicable

In addition to the $ 37,349 of letters of credit at March 31, 2026 issued and outstanding under the Revolving Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 184,059 under facilities other than the Revolving Credit Agreement.

On March 16, 2026, the Company completed an underwritten public offering of $ 600,000 aggregate principal amount of its 4.80 % Senior Notes due 2036 (the “2036 Senior Notes”).

The 2036 Senior Notes were issued under an indenture, dated as of November 16, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), by and between the Company and U.S.

Bank Trust Company, National Association, as successor in interest to U.S.

Bank National Association, as trustee (the “Trustee”), as supplemented by an eleventh supplemental indenture, dated as of March 16, 2026.

The Company will pay interest on the 2036 Senior Notes on January 15 and July 15 of each year, beginning July 15, 2026, and the 2036 Senior Notes will mature on July 15, 2036 .

The 2036 Senior Notes are the Company’s senior unsecured

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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 2036 Senior Notes are not guaranteed by any of the Company’s subsidiaries.

The Company may, prior to April 15, 2036 (three months before the maturity date) (the “2036 Senior Notes Par Call Date”), redeem some or all of the 2036 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 2036 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2036 Senior Notes redeemed discounted to the redemption date (assuming the 2036 Senior Notes matured on the 2036 Senior Notes Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date.

Commencing on April 15, 2036 (three months before the maturity date), the Company may redeem some or all of the 2036 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2036 Senior Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

Under certain circumstances, the Company may become obligated to pay additional amounts (the “Additional Amounts”) with respect to the 2036 Senior Notes to ensure that the net amounts received by each holder of the 2036 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 2036 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 2036 Senior Notes having power to tax, and the Company cannot avoid such payment of Additional Amounts through reasonable measures, then the Company may redeem the 2036 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 2036 Senior Notes may require the Company to purchase all or a portion of the 2036 Senior Notes for cash at a price equal to 101 % of the aggregate principal amount of such 2036 Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the purchase 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.

The Indenture also includes customary events of default with respect to the 2036 Senior Notes.

Upon an event of default, the principal of and accrued and unpaid interest on all the 2036 Senior Notes may be declared to be due and payable by the Trustee or the holders of not less than 25 % in principal amount of the outstanding 2036 Senior Notes.

Upon such a declaration, such principal and accrued interest on all of the 2036 Senior Notes will be due and payable immediately.

In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding 2036 Senior Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the 2036 Senior Notes.

Under certain circumstances, the holders of a majority in principal amount of the outstanding 2036 Senior Notes may rescind any such acceleration with respect to the 2036 Senior Notes and its consequences.

In addition to the $ 37,703 of letters of credit at June 30, 2026 issued and outstanding under the Revolving Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 199,024 under facilities other than the Revolving Credit Agreement.

SEGMENT REPORTING

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

customer accounted for more than 10% of the Company’s total revenues at the consolidated or reportable segment level during the periods presented.

For the three months ended March 31, 2026, the Company managed its operations through the following six geographic solid waste operating segments:

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

For the six months ended June 30, 2026, the Company managed its operations through the following six geographic solid waste operating segments:

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

3 unchanged sentences

The Company’s Chief Operating Decision Maker (“CODM”) is the Company’s President and Chief Executive Officer.

The CODM evaluates operating segment profitability and determines resource allocations based on several factors, of which the primary financial measure is segment EBITDA.

The CODM evaluates operating segment profitability and determines resource allocations based on several

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

factors, of which the primary financial measure is segment EBITDA.

The Company defines segment EBITDA as earnings before interest, taxes, depreciation, amortization, impairments and other operating items, and other income (expense).

1 unchanged sentence

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 three months ended March 31, 2026 and 2025, including a reconciliation of segment EBITDA to Income before income tax provision, is shown in the following tables:

Summarized financial information concerning the Company’s reportable segments for the three and six months ended June 30, 2026 and 2025, including a reconciliation of segment EBITDA to Income before income tax provision, is shown in the following tables:

Three Months Ended

March 31, 2026

June 30, 2026

Corporate (a), (f)

10 unchanged sentences

Total assets (g)

Three Months Ended

June 30, 2025

Corporate (a), (f)

Intercompany revenue (b)

Reported revenue

Segment expenses (c)

( 1,635,823 )

Segment EBITDA (d)

Segment EBITDA margin

Depreciation and amortization

Other segment items (e)

Income before income tax provision

Capital expenditures

Total assets (g)

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Three Months Ended

March 31, 2025

Six Months Ended

June 30, 2026

Corporate (a), (f)

10 unchanged sentences

Total assets (g)

Six Months Ended

June 30, 2025

Corporate (a), (f)

Intercompany revenue (b)

Reported revenue

Segment expenses (c)

( 3,177,399 )

Segment EBITDA (d)

Segment EBITDA margin

Depreciation and amortization

Other segment items (e)

Income before income tax provision

Capital expenditures

Total assets (g)

(a) The majority of Corporate expenses are allocated to the six operating segments.

12 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

The following tables show changes in goodwill during the three months ended March 31, 2026 and 2025, by reportable segment:

The following tables show changes in goodwill during the six months ended June 30, 2026 and 2025, by reportable segment:

Balance as of December 31, 2025

2 unchanged sentences

Impact of changes in foreign currency

Balance as of March 31, 2026

Balance as of June 30, 2026

Balance as of December 31, 2024

2 unchanged sentences

Impact of changes in foreign currency

Balance as of March 31, 2025

Balance as of June 30, 2025

DERIVATIVE FINANCIAL INSTRUMENTS

5 unchanged sentences

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

The interest rate swap outstanding at March 31, 2026 was specifically designated to the Revolving Credit Agreement and accounted for as a cash flow hedge.

At March 31, 2026, the Company’s derivative instruments included one interest rate swap agreement as follows:

The interest rate swap outstanding at June 30, 2026 was specifically designated to the Revolving Credit Agreement and accounted for as a cash flow hedge.

At June 30, 2026, the Company’s derivative instruments included one interest rate swap agreement as follows:

Interest Rate

5 unchanged sentences

November 2022

____________________

(a) Plus applicable margin.

5 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

The fair values of derivative instruments designated as cash flow hedges at March 31, 2026, were as follows:

The fair values of derivative instruments designated as cash flow hedges at June 30, 2026, were as follows:

Derivatives Designated as Cash

8 unchanged sentences

Total derivatives designated as cash flow hedges

____________________

(a) Represents the estimated amount of the existing unrealized gains on interest rate swaps at March 31, 2026 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months.

(a) Represents the estimated amount of the existing unrealized gains on interest rate swaps at June 30, 2026 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months.

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

10 unchanged sentences

Total derivatives designated as cash flow hedges

The following tables summarize the impact of the Company’s cash flow hedges on the results of operations, comprehensive income (loss) and AOCIL for the three months ended March 31, 2026 and 2025:

The following tables summarize the impact of the Company’s cash flow hedges on the results of operations, comprehensive income (loss) and AOCIL for the three and six months ended June 30, 2026 and 2025:

Amount of (Gain) or Loss Reclassified

9 unchanged sentences

Interest expense

____________________

Amount of (Gain) or Loss Reclassified

Designated as Cash

Amount of Gain or (Loss) Recognized

from AOCIL into Earnings,

as AOCIL on Derivatives, Net of Tax (a)

Classification

Net of Tax (b)

Six Months Ended

Interest rate swaps

Interest expense

(a) In accordance with the derivatives and hedging guidance, the changes in fair values of interest rate swaps have been recorded in equity as a component of AOCIL.

4 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, the carrying values of cash and equivalents, trade receivables, restricted cash and investments, trade payables and contingent consideration are considered to be representative of their respective fair values.

The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of March 31, 2026 and December 31, 2025, based on current borrowing rates, current remaining average life to maturity and borrower credit quality for similar types of borrowing arrangements, and are classified as Level 2

As of June 30, 2026 and December 31, 2025, the carrying values of cash and equivalents, trade receivables, restricted cash and

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

within the fair value hierarchy.

The carrying values and fair values of the Company’s debt instruments where the carrying values do not approximate their fair values as of March 31, 2026 and December 31, 2025, are as follows:

investments, trade payables and contingent consideration are considered to be representative of their respective fair values.

The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of June 30, 2026 and December 31, 2025, based on current borrowing rates, current remaining average life to maturity and borrower credit quality for similar types of borrowing arrangements, and are classified as Level 2 within the fair value hierarchy.

The carrying values and fair values of the Company’s debt instruments where the carrying values do not approximate their fair values as of June 30, 2026 and December 31, 2025, are as follows:

Carrying Value at

12 unchanged sentences

2.95 % Senior Notes due 2052

____________________

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

2 unchanged sentences

NET INCOME PER SHARE INFORMATION

The following table sets forth the calculation of the numerator and denominator used in the computation of basic and diluted net income per common share for the three months ended March 31, 2026 and 2025:

The following table sets forth the calculation of the numerator and denominator used in the computation of basic and diluted net income per common share for the three and six months ended June 30, 2026 and 2025:

Three Months Ended

Six Months Ended

Net income for basic and diluted earnings per share

5 unchanged sentences

These tiers include:

Level 1, defined as quoted market prices in active markets for identical assets or liabilities;

Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities;

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

Level 1, defined as

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

quoted market prices in active markets for identical assets or liabilities;

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

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

At March 31, 2026 and December 31, 2025, the Company’s derivative instruments included pay-fixed, receive-variable interest rate swaps.

At June 30, 2026 and December 31, 2025, the Company’s derivative instruments included pay-fixed, receive-variable interest rate swaps.

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

6 unchanged sentences

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

The Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2026 and December 31, 2025, were as follows:

Fair Value Measurement at March 31, 2026 Using

The Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2026 and December 31, 2025, were as follows:

Fair Value Measurement at June 30, 2026 Using

Quoted Prices in

17 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the six months ended June 30, 2026 and 2025:

Six Months Ended June 30,

Beginning balance

1 unchanged sentence

Payment of contingent consideration recorded at acquisition date

Payment of contingent consideration recorded in earnings

Adjustments to contingent consideration

4 unchanged sentences

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

The components of other comprehensive income (loss) and related tax effects for the three months ended March 31, 2026 and 2025 are as follows:

Three Months Ended March 31, 2026

The components of other comprehensive income (loss) and related tax effects for the three and six months ended June 30, 2026 and 2025 are as follows:

Three Months Ended June 30, 2026

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

A rollforward of the amounts included in AOCIL, net of taxes, for the three months ended March 31, 2026 and 2025, is as follows:

Six Months Ended June 30, 2026

Interest rate swap amounts reclassified into interest expense

Changes in fair value of interest rate swaps

Foreign currency translation adjustment

Six Months Ended June 30, 2025

Interest rate swap amounts reclassified into interest expense

Changes in fair value of interest rate swaps

Foreign currency translation adjustment

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

A rollforward of the amounts included in AOCIL, net of taxes, for the six months ended June 30, 2026 and 2025, is as follows:

Comprehensive

4 unchanged sentences

Foreign currency translation adjustment

Balance at March 31, 2026

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Balance at June 30, 2026

Comprehensive

4 unchanged sentences

Foreign currency translation adjustment

Balance at March 31, 2025

Balance at June 30, 2025

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

2 unchanged sentences

Restricted Share Units

A summary of activity related to restricted share units (“RSUs”) during the three-month period ended March 31, 2026, is presented below:

A summary of activity related to restricted share units (“RSUs”) during the six-month period ended June 30, 2026, is presented below:

Unvested Shares

1 unchanged sentence

Vested and issued

Outstanding at March 31, 2026

The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the three-month period ended March 31, 2026 was $ 156.64 .

Outstanding at June 30, 2026

The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the six-month period ended June 30, 2026 was $ 156.62 .

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

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

At March 31, 2026 and 2025, the Company had 29,092 and 29,092 vested deferred RSUs outstanding, respectively.

Performance-Based Restricted Share Units

A summary of activity related to performance-based restricted share units (“PSUs”) during the three-month period ended March 31, 2026, is presented below:

Unvested Shares

Outstanding at December 31, 2025

Vested and issued

Outstanding at March 31, 2026

At June 30, 2026 and 2025, the Company had 29,092 and 29,092 vested deferred RSUs outstanding, respectively.

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

During the three months ended March 31, 2026, the Company’s Compensation Committee granted PSUs with three-year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2028 .

Performance-Based Restricted Share Units

A summary of activity related to performance-based restricted share units (“PSUs”) during the six-month period ended June 30, 2026, is presented below:

Unvested Shares

Outstanding at December 31, 2025

Vested and issued

Outstanding at June 30, 2026

During the six months ended June 30, 2026, the Company’s Compensation Committee granted PSUs with three-year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2028 .

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

The weighted average grant-date fair value per share for the common shares underlying all PSUs granted during the three-month period ended March 31, 2026 was $ 150.06 .

The weighted average grant-date fair value per share for the common shares underlying all PSUs granted during the six-month period ended June 30, 2026 was $ 150.06 .

Deferred Share Units

A summary of activity related to deferred share units (“DSUs”) during the three-month period ended March 31, 2026, is presented below:

A summary of activity related to deferred share units (“DSUs”) during the six-month period ended June 30, 2026, is presented below:

Vested Shares

Outstanding at December 31, 2025

Outstanding at March 31, 2026

Share settled

Outstanding at June 30, 2026

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

The weighted average grant-date fair value per share for the common shares underlying the DSUs granted during the three-month period ended March 31, 2026 was $ 160.26 .

The weighted average grant-date fair value per share for the common shares underlying the DSUs granted during the six-month period ended June 30, 2026 was $ 160.57 .

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 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 three-month period ended March 31, 2026, is presented below:

A summary of activity related to Progressive Waste RSUs during the six-month period ended June 30, 2026, is presented below:

Outstanding at December 31, 2025

Outstanding at March 31, 2026

Outstanding at June 30, 2026

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Employee Share Purchase Plan

3 unchanged sentences

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

Under the ESPP, employees purchased 18,135 of the Company’s common shares for $ 3,031 during the three months ended March 31, 2026.

Under the ESPP, employees purchased 15,922 of the Company’s common shares for $ 2,593 during the three months ended March 31, 2025.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Under the ESPP, employees purchased 18,135 of the Company’s common shares for $ 3,031 during the six months ended June 30, 2026.

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

Normal Course Issuer Bid

7 unchanged sentences

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

For the three months ended March 31, 2026, the Company repurchased 1,695,049 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 283,959 .

For the three months ended March 31, 2025, the Company did not repurchase any common shares pursuant to the NCIB in effect during that period.

As of March 31, 2026, the remaining maximum number of shares available for repurchase under the current NCIB was 9,701,206 .

For the six months ended June 30, 2026, the Company repurchased 3,757,695 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 614,507 .

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

As of June 30, 2026, the remaining maximum number of shares available for repurchase under the current NCIB was 7,638,560 .

Cash Dividend

In October 2025, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $ 0.035 , from $ 0.315 to $ 0.350 per Company common share.

Cash dividends of $ 88,746 and $ 81,477 were paid during the three months ended March 31, 2026 and 2025, respectively.

Cash dividends of $ 177,101 and $ 162,950 were paid during the six months ended June 30, 2026 and 2025, respectively.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

COMMITMENTS AND CONTINGENCIES

4 unchanged sentences

The Company uses $ 1,000 as a threshold for disclosing environmental matters involving a governmental authority and potential monetary sanctions.

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Company’s business.

Except as noted in the matters described below, as of March 31, 2026, there is no current proceeding or litigation involving the Company or its property that the Company believes could have a material adverse effect on its business, financial condition, results of operations or cash flows.

Except as noted in the matters described below, as of June 30, 2026, there is no current proceeding or litigation involving the Company or its property that the Company believes could have a material adverse effect on its business, financial condition, results of operations or cash flows.

Jefferson Parish, Louisiana Landfill Litigation

6 unchanged sentences

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 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 (later 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 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.

On May 15, 2024, the Ictech-Bendeck plaintiffs filed an amended motion for class certification, asking the court to certify a class on liability and allocation issues and that specific causation be left for individual determinations after a class trial.

The defendants opposed the motion for certification.

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.

1 unchanged sentence

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

On 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 17, 2026, the court entered an order dismissing the Ictech-Bendeck claims against the Company with prejudice after 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).

1 unchanged sentence

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

The 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.

On February 25, 2026, the Crossman plaintiffs filed a motion seeking permission to file an amended petition to add approximately 4,100 additional plaintiffs to the action, which the Court denied as premature on March 31, 2026.

On May 1, 2026, and following motion practice, Plaintiffs filed an unopposed motion to amend their petition to add approximately 4,500 additional plaintiffs to the action, which the Court granted, putting the current total of plaintiffs at 6,211.

On May 13, 2026, at the Court’s request, Plaintiffs filed a motion seeking an order that a ruling on general causation by the federal court in Ictech-Bendeck has preclusive effect in the Crossman action, which the Company opposed.

On May 27, 2026, the Court held oral argument and granted the Plaintiffs’ motion.

The Company is seeking permission to appeal that decision through a writ application with the Louisiana Fifth Circuit Court of Appeal.

The Company filed its writ application and supporting brief on July 8, 2026.

On June 18, 2026, Plaintiffs filed a motion to set trial for five Crossman plaintiffs who were previously identified as proposed class representatives in the Ictech-Bendeck action.

The Company filed its opposition to that motion on July 7, 2026.

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.

1 unchanged sentence

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”).

The CC Landfill has operated since 1972, and as a regional landfill, accepted approximately 2.3 million tons of materials for disposal and beneficial use in 2024.

The CC Landfill began operating in 1972, and as a regional landfill, accepted approximately 2.3 million tons of materials for disposal and beneficial use in 2024.

The CC Landfill was the second largest landfill in the County and played a vital role in the County’s ability to safely and quickly gather, process, and dispose of thousands of tons of waste, six days a week.

3 unchanged sentences

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

11 unchanged sentences

completion of review by the County;

scheduling the CUP modification

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

application for a hearing before the Commission;

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

if appealed, a hearing before the Board;

11 unchanged sentences

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

The County refunded to CCL the majority of the fees owed under the July 2020 judgment, while maintaining its right to appeal the underlying judgment.

CCL also presented a claim to Los Angeles County for breach of the settlement agreement on December 30, 2025, alleging that the County’s failure to fully implement the settlement agreement resulted in the closure of the CC Landfill.

The County responded on January 28, 2026, and rejected the claim.

CCL may file suit any time before July 30, 2026.

The County rejected the claim.

On June 5, 2026, the Company filed a complaint in L.A.

Superior Court against the County for breach of the settlement agreement, and against the Los Angeles Regional Water Quality Control Board for

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

constitutional claims, including takings, due process, and equal protection claims.

This new lawsuit, Chiquita Canyon, LLC v.

County of Los Angeles, et al.

26STCV18084), demands compensation in an amount exceeding $ 825,000 for the Company’s losses caused by the Landfill’s closure.

The case is stayed pending an Initial Status Conference, which is scheduled for September 29, 2026.

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

5 unchanged sentences

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.

6177-4 to address the 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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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.

Numerous Modifications to the Stipulated Order were approved by the Hearing Board after multiple evidentiary hearings from January 2024 through June 2026.

The modified Stipulated Order contains 110 conditions.

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

The next status and modification hearing is scheduled for September 16 and 17, 2026.

On May 13, 2026, SCAQMD filed a complaint against Chiquita Canyon, LLC, Chiquita Canyon, Inc., and Waste Connections US, Inc.

in Los Angeles Superior Court, Case No.

26STCV15409, seeking unspecified penalties for the NOVs issued since April 2023.

An Initial Status Conference is set for August 11, 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.

1 unchanged sentence

The allegations relate to increased leachate production and leachate seeps caused by the ETLF event.

CCL has received three more NOVs from the Water Board regarding alleged discharges, reporting, and other compliance violations.

CCL has submitted full responses to each of the November 22, 2023, and January 24, March 28, and April 9, 2024 NOVs from the Water Board.

CCL received three more NOVs from the Water Board in early 2024 regarding alleged discharges, reporting, and other compliance violations.

CCL submitted full responses to all of the NOVs from the Water Board.

On July 1, 2026, CCL submitted a petition to the State Water Resources Control Board for review and request for a hearing, seeking rescission of two of the NOVs.

On June 27, 2024, CCL received a fifth NOV from the Water Board for alleged non-compliance with a March 20, 2024 Investigative Order issued by the Water Board pursuant to California Water Code §§ 13267 and 13383.

CCL has provided a full response to the alleged violations.

CCL submitted 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.

1 unchanged sentence

2018-0028-DWQ).

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

CCL has provided a full response to the alleged violations.

The allegations relate to an allegedly

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

unauthorized discharge of stormwater commingled with characteristically hazardous leachate.

CCL submitted a full 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”).

The SOVs allege violations of California’s hazardous waste control laws and their implementing regulations related to three incidents in which offsite shipments of leachate, which tested above a regulatory threshold, were shipped to non-hazardous waste treatment and disposal facilities.

CCL has submitted full responses to both SOVs from DTSC.

CCL 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.

CCL 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.

CCL submitted full responses to this SOV.

On February 25, 2026, CCL received a fifth 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 and transporting custody of hazardous waste or condensate to transporters who did not hold a valid registration issued by DTSC.

CCL has submitted full responses to this SOV.

CCL submitted full responses to this SOV.

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

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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

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

(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.

4 unchanged sentences

On January 26, 2026, DTSC issued Respondents a Final Determination of Noncompliance with, and Violation of, the ISE Order.

CCL has submitted a response to this Final Determination.

CCL submitted a response to this Final Determination.

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

Environmental Protection Agency, alleging violations of the New Source Performance Standards (“NSPS”) and National Emission Standards for Hazardous Air Pollutants (“NESHAP”) for municipal solid waste landfills, the NSPS and NESHAP General Provisions, and certain conditions of CCL’s Title V permit.

CCL has submitted a full response to the alleged violations.

CCL submitted a full response to the alleged violations.

On June 3, 2026, the California Air Resources Board (CARB) issued CCL an NOV, alleging multiple violations of the methane concentration limits of the Landfill Methane Regulation.

CCL is evaluating the underlying allegations.

In the meantime, CCL took corrective action and believes it has resolved the alleged exceedances.

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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.

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

There are approximately 12,400 total plaintiffs in these civil lawsuits as of April 14, 2026, which includes some from cases filed but not yet served, and the Company expects additional complaints and plaintiffs in the future.

There are approximately 12,730 total plaintiffs in these civil lawsuits as of July 21, 2026, which includes some from cases filed but not yet served, and the Company expects additional complaints and plaintiffs in the future.

Hundreds of plaintiffs have been voluntarily dismissed, and the Company expects additional dismissals will occur as duplicate plaintiffs are removed and the case progresses.

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

2 unchanged sentences

Some of the cases allege that officers and directors and/or agents of the Company’s subsidiaries had advance knowledge that failure to properly maintain and operate the CC Landfill would result in the sorts of harms that the plaintiffs allegedly suffered.

Some of the cases seek injunctive relief to prevent further harm to the plaintiffs or to close the CC Landfill.

Some of the cases seek injunctive relief to prevent further harm to the plaintiffs.

The additional cases include:

5 unchanged sentences

Chiquita Canyon, LLC, et al.

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Superior Court;

(Los Angeles Superior Court;

filed March 27, 2024, removed to U.S.D.C.

45 unchanged sentences

Chiquita Canyon, LLC et al.

filed July 8, 2024);

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Anabel Austin, et al.

57 unchanged sentences

Chiquita Canyon, LLC et al.

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

Reyna Aguilar et al.

2:25-cv-09403, filed October 2, 2025);Reyna Aguilar et al.

Chiquita Canyon, LLC et al.

2 unchanged sentences

Chiquita Canyon, LLC et al.

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

2:25-cv-10408, filed October 29, 2025 ) ;

Sterling Gateway, L.P.

32 unchanged sentences

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

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WH Castaic 497 LLC, v.

Chiquita Canyon, LLC, et al.

(Los Angeles Superior Court, filed February 24, 2026) will proceed in Los Angeles Superior Court.

(Los Angeles Superior Court, filed February 24, 2026) is proceeding in Los Angeles Superior Court.

This case is brought on behalf of a property developer building a large residential community near the Landfill.

This case includes the Company as a Defendant.

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

5 unchanged sentences

and Waste Connections US, Inc.

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

captioned 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.

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December 17, 2024).

The case was 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 which was denied on May 30, 2025.

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.

6 unchanged sentences

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.

Oral argument is scheduled in the Ninth Circuit on May 22, 2026.

The County based 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 in July 2025.

On August 29, 2025, the Court granted Plaintiffs’ motion for a preliminary injunction, but failed to define the scope of the relief ordered and did not order the Company to pay any money or create a relocation or home hardening fund.

The Company filed a Notice of Appeal to the Ninth Circuit on September 10, 2025 (People of the State of California v.

Chiquita Canyon, LLC, No.

On May 27, 2026, the Ninth Circuit issued an order dismissing the appeal for lack of jurisdiction.

The Ninth Circuit found that Judge Frimpong had not yet issued an injunction because she had not defined its scope.

On July 10, 2026, the district court issued an Order denying the County’s motion for a preliminary injunction, stating that it had already found the requested injunction was not narrowly tailored, and noting that the County had elected to not propose a more narrowly tailored injunction.

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.

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SUBSEQUENT EVENTS

On April 22, 2026 , the Company announced that its Board of Directors approved a regular quarterly cash dividend of $ 0.350 per Company common share.

The dividend will be paid on May 21, 2026 , to shareholders of record on the close of business on May 6, 2026 .

Subsequent to March 31, 2026 and through the date the accompanying condensed financial statements were issued, the Company repurchased 478,294 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 78,720 .

On July 21, 2026, the Company’s Board of Directors approved, subject to receipt of regulatory approvals, the annual renewal of its NCIB.

The renewal is expected to commence following the conclusion of the Company’s current NCIB expiring August 11, 2026.

Subject to receipt of regulatory approval, the Company anticipates that it will be authorized to make purchases during the period of August 12, 2026 to August 11, 2027 or until such earlier time as the NCIB is completed or terminated at the Company’s option.

On July 22, 2026 , the Company announced that its Board of Directors approved a regular quarterly cash dividend of $ 0.350 per Company common share.

The dividend will be paid on August 20, 2026 , to shareholders of record on the close of business on August 6, 2026 .

Subsequent to June 30, 2026 and through the date the accompanying condensed financial statements were issued, the Company repurchased 452,498 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 77,524 .

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

What changed 10-Q

Item 1. Financial Statements