What changed in this filing

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Item 1. Financial Statements

2026-10-22 compared with 2026-07-23 · 277 added, 183 removed, 1076 unchanged (30% of the section changed)

4 unchanged sentences

dollars, except share and per share amounts)

September 30,

Current assets:

Cash and equivalents

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

Accounts receivable, net of allowance for credit losses of $ 23,669 and $ 21,402 at September 30, 2026 and December 31, 2025, respectively

Prepaid expenses and other current assets

26 unchanged sentences

Unlimited shares authorized;

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

250,293,972 shares issued and 250,247,624 shares outstanding at September 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 June 30, 2026 and December 31, 2025, respectively

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

Retained earnings

6 unchanged sentences

dollars, except share and per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Operating expenses:

16 unchanged sentences

(In thousands of U.S.

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Other comprehensive income (loss), before tax:

41 unchanged sentences

Balances at June 30, 2026

Vesting of restricted share units

Vesting of performance-based restricted share units

Restricted share units released from deferred compensation plan

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

Equity-based compensation

Exercise of warrants

Issuance of shares under employee share purchase plan

Repurchase of common shares

( 1,974,246 )

Cash dividends on common shares

Amounts reclassified into earnings, net of taxes

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

Foreign currency translation adjustment

Balances at September 30, 2026

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

31 unchanged sentences

Balances at June 30, 2025

Vesting of restricted share units

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

Equity-based compensation

Issuance of shares under employee share purchase plan

Repurchase of common shares

( 2,391,251 )

Cash dividends on common shares

Amounts reclassified into earnings, net of taxes

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

Foreign currency translation adjustment

Balances at September 30, 2025

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

2 unchanged sentences

(In thousands of U.S.

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

19 unchanged sentences

( 1,311,273 )

( 1,433,913 )

CASH FLOWS FROM FINANCING ACTIVITIES:

26 unchanged sentences

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

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

and its subsidiaries (the “Company”) for the three and nine-month periods ended September 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.

57 unchanged sentences

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.

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

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 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 June 30, 2026

Three Months Ended September 30, 2026

Industrial and construction roll off

Total collection

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Industrial and construction roll off

Total collection

Six Months Ended June 30, 2026

Nine Months Ended September 30, 2026

Industrial and construction roll off

Total collection

( 1,144,133 )

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Industrial and construction roll off

Total collection

( 1,034,791 )

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

1 unchanged sentence

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

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

Substantially all of the deferred revenue recorded as of June 30, 2026 was recognized as revenue during the three months ended September 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 $ 30,605 and $ 30,055 of deferred sales incentives at June 30, 2026 and December 31, 2025, respectively.

The Company had $ 30,825 and $ 30,055 of deferred sales incentives at September 30, 2026 and December 31, 2025, respectively.

ACCOUNTS RECEIVABLE

12 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

Beginning balance

6 unchanged sentences

LANDFILL ACCOUNTING

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.

At September 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 $ 3,431,059 at September 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 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.

Based on remaining permitted capacity as of September 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 September 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 32 years .

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

During the six months ended June 30, 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.

The estimated remaining lives of the Company’s owned landfills and landfills operated under life-of-site operating agreements range from one year 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 nine months ended September 30, 2026 and 2025, the Company expensed $ 222,999 and $ 197,920 , respectively, related to landfill depletion at owned landfills and landfills operated under life-of-site agreements.

WASTE CONNECTIONS, INC.

11 unchanged sentences

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

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.

During the nine months ended September 30, 2026 and 2025, the Company expensed $ 30,876 and $ 35,793 , 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 June 30, 2026:

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

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

4 unchanged sentences

Foreign currency translation adjustment

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.

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

Liability adjustments of $ 181,926 for the nine months ended September 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 September 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 $ 105,800 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 $ 529,526 and $ 504,814 , respectively.

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

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.

At September 30, 2026 and December 31, 2025, $ 9,526 and $ 10,451 , respectively, of the Company’s restricted cash balance and $ 73,730 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 .

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

The total transaction-related expenses incurred during the nine months ended September 30, 2026 for these acquisitions were $ 12,952 .

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 .

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

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

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

6 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

The following table summarizes the consideration transferred to acquire these businesses and the preliminary amounts of identifiable assets acquired and liabilities assumed at the acquisition dates for the acquisitions consummated in the six months ended June 30, 2026 and 2025:

Fair value of consideration transferred:

15 unchanged sentences

Total identifiable net assets

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.

Of the goodwill acquired during the nine months ended September 30, 2026 and 2025, a total of $ 90,113 and $ 214,059 , respectively, is expected to be deductible for tax purposes.

The fair value of acquired working capital related to four immaterial acquisitions completed during the twelve months ended September 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 four acquisitions are not expected to be material to the Company’s financial position.

The adjustments recorded during the nine months ended September 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 nine months ended September 30, 2026, was $ 13,548 , of which $ 2,036 was expected to be uncollectible.

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

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

4 unchanged sentences

INTANGIBLE ASSETS, NET

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

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

Finite-lived intangible assets:

7 unchanged sentences

( 1,581,323 )

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.

The weighted-average amortization period of long-term franchise agreements and contracts acquired during the nine months ended September 30, 2026 was 15.7 years.

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

The weighted-average amortization period of finite-lived permits and other acquired during the nine months ended September 30, 2026 was 34.5 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 June 30, 2026 is as follows:

Estimated future amortization expense for the next five years relating to finite-lived intangible assets owned as of September 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 June 30, 2026 and December 31, 2025:

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

September 30,

Revolving Credit Agreement, bearing interest ranging from 3.45 % to 7.00 % (a)

11 unchanged sentences

4.55 % Senior Notes due 2036

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)

3 unchanged sentences

Long-term portion of debt and notes payable

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

(a) Interest rates represent the interest rates at September 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 June 30, 2026 and December 31, 2025 are as follows:

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

September 30,

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.

term SOFR loan

Interest rate applicable – U.S.

term SOFR loan

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 $ 37,703 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.

In addition to the $ 122,158 of letters of credit at September 30, 2026 issued and outstanding under the Revolving Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 323,875 under facilities other than the Revolving Credit Agreement.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

On August 4, 2026, the Company completed an underwritten public offering of CAD $ 300,000,000 aggregate principal amount of its 4.20 % Senior Notes due 2033 (the “New 2033 Senior Notes”) and CAD $ 400,000,000 aggregate principal amount of its 4.55 % Senior Notes due 2036 (the “New 2036 Senior Notes” and, together with the New 2033 Senior Notes, the “Senior Notes”).

The 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 a twelfth supplemental indenture, dated as of August 4, 2026.

The Company will pay interest on the Senior Notes on March 4 and September 4 of each year, beginning March 4, 2027.

The New 2033 Senior Notes will mature on September 4, 2033 and the New 2036 Senior Notes will mature on September 4, 2036 .

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.

The Company may, prior to July 4, 2033 (two months before the maturity date), redeem some or all of the New 2033 Senior Notes, at any time and from time to time, at a redemption price equal to the greater of 100 % of the aggregate principal amount of the New 2033 Senior Notes to be redeemed, or 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 2033 Senior Notes redeemed discounted to the redemption date (assuming the New 2033 Senior Notes matured on July 4, 2033 ), plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.

Commencing on July 4, 2033 , the Company may redeem some or all of the New 2033 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the New 2033 Senior Notes being redeemed, plus accrued and unpaid interest, if any, to but excluding, the redemption date.

The Company may, prior to June 4, 2036 (three months before the maturity date), redeem some or all of the New 2036 Senior Notes, at any time and from time to time, at a redemption price equal to the greater of 100 % of the aggregate principal amount of the New 2036 Senior Notes to be redeemed, or 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 2036 Senior Notes redeemed discounted to the redemption date (assuming the New 2036 Senior Notes matured on June 4, 2036 ), plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.

Commencing on June 4, 2036 , the Company may redeem some or all of the New 2036 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the New 2036 Senior Notes being redeemed, plus accrued and unpaid interest, if any, to but excluding, the redemption date.

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 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 payment of Additional Amounts through reasonable measures, then the Company may redeem 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 purchase 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 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 Senior Notes.

Upon an event of default with respect to a series of Senior Notes, the principal of and accrued and unpaid interest on all the Senior Notes of that series 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 Senior Notes of the applicable series.

Upon such a declaration, such principal and accrued interest on all of the applicable series of the 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 series of the 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 applicable series of the Senior Notes.

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

Computershare Trust Company of Canada (the “Agent”) will initially act as paying agent, transfer agent, authenticating agent and registrar for the Senior Notes.

The obligations of the Company, Trustee and Agent with respect to the Senior Notes are governed under an Agency Agreement, dated as of August 4, 2026, between the Company, the Trustee and the Agent (the “Agency Agreement”).

The Company may change the paying agent, transfer agent, authenticating agent and registrar in accordance with the terms of the Indenture and the Agency Agreement.

SEGMENT REPORTING

1 unchanged sentence

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

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

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

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

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

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

Each operating segment is responsible for managing several vertically integrated operations, which are comprised of districts.

Certain corporate or regional overhead expense allocations may affect comparability of the segment information presented herein on a period-over-period basis.

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

Certain corporate or regional

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

overhead expense allocations may affect comparability of the segment information presented herein on a period-over-period basis.

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 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 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:

Summarized financial information concerning the Company’s reportable segments for the three and nine months ended September 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

June 30, 2026

Operating Segments

September 30, 2026

Corporate (a), (f)

11 unchanged sentences

Three Months Ended

June 30, 2025

Operating Segments

September 30, 2025

Corporate (a), (f)

14 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Six Months Ended

June 30, 2026

Nine Months Ended

Operating Segments

September 30, 2026

Corporate (a), (f)

Intercompany revenue (b)

( 1,144,133 )

Reported revenue

1 unchanged sentence

( 1,037,036 )

( 1,068,150 )

( 5,107,005 )

Segment EBITDA (d)

5 unchanged sentences

Total assets (g)

Six Months Ended

June 30, 2025

Nine Months Ended

Operating Segments

September 30, 2025

Corporate (a), (f)

Intercompany revenue (b)

( 1,034,791 )

Reported revenue

1 unchanged sentence

( 1,002,225 )

( 4,820,729 )

Segment EBITDA (d)

6 unchanged sentences

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

Direct acquisition expenses, expenses associated with common shares held in the deferred compensation plan exchanged for other investment options and share-based compensation expenses associated with Progressive Waste share-based grants outstanding at June 1, 2016 that were continued by the Company are not allocated to the six operating segments and comprise the net EBITDA of the Company’s Corporate segment for the periods presented.

Direct acquisition expenses and share-based compensation expenses associated with Progressive Waste share-based grants outstanding at June 1, 2016 that were continued by the Company are not allocated to the six operating segments and comprise the net EBITDA of the Company’s Corporate segment for the periods presented.

(b) Intercompany revenues reflect each segment’s total intercompany sales, including intercompany sales within a segment and between segments.

10 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

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

Operating Segments

Balance as of December 31, 2025

2 unchanged sentences

Impact of changes in foreign currency

Balance as of June 30, 2026

Balance as of September 30, 2026

Operating Segments

Balance as of December 31, 2024

2 unchanged sentences

Impact of changes in foreign currency

Balance as of June 30, 2025

Balance as of September 30, 2025

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 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:

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

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

Interest Rate

12 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

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

Derivatives Designated as Cash

6 unchanged sentences

Accrued liabilities

Other assets, net

Total derivatives designated as cash flow hedges

(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.

(a) Represents the estimated amount of the existing unrealized gains on interest rate swaps at September 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 and six months ended June 30, 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 nine months ended September 30, 2026 and 2025:

Amount of (Gain) or Loss Reclassified

7 unchanged sentences

Three Months Ended

September 30,

Interest rate swaps

7 unchanged sentences

Net of Tax (b)

Six Months Ended

Nine Months Ended

September 30,

Interest rate swaps

6 unchanged sentences

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

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

As of September 30, 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

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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:

The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of September 30, 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 September 30, 2026 and December 31, 2025, are as follows:

Carrying Value at

Fair Value (a) at

September 30,

4.25 % Senior Notes due 2028

10 unchanged sentences

4.55 % Senior Notes due 2036

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.

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 and six months ended June 30, 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 nine months ended September 30, 2026 and 2025:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Net income for basic and diluted earnings per share

2 unchanged sentences

Diluted shares outstanding

FAIR VALUE MEASUREMENTS

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis in periods subsequent to their initial measurement.

These tiers include:

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;

FAIR VALUE MEASUREMENTS

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis in periods subsequent to their initial measurement.

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;

1 unchanged sentence

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

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

At September 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 June 30, 2026 and December 31, 2025, were as follows:

Fair Value Measurement at June 30, 2026 Using

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

Fair Value Measurement at September 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 six months ended June 30, 2026 and 2025:

Six Months Ended June 30,

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

Nine Months Ended September 30,

Beginning balance

8 unchanged sentences

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

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

Three Months Ended June 30, 2026

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

Three Months Ended September 30, 2026

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

Six Months Ended June 30, 2026

Nine Months Ended September 30, 2026

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Interest rate swap amounts reclassified into interest expense

5 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

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

Comprehensive

4 unchanged sentences

Foreign currency translation adjustment

Balance at June 30, 2026

Balance at September 30, 2026

Comprehensive

4 unchanged sentences

Foreign currency translation adjustment

Balance at June 30, 2025

Balance at September 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 six-month period ended June 30, 2026, is presented below:

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

Unvested Shares

1 unchanged sentence

Vested and issued

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 .

Outstanding at September 30, 2026

The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the nine-month period ended September 30, 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 June 30, 2026 and 2025, the Company had 29,092 and 29,092 vested deferred RSUs outstanding, respectively.

At September 30, 2026 and 2025, the Company had 26,320 and 29,092 vested deferred RSUs outstanding, respectively.

WASTE CONNECTIONS, INC.

3 unchanged sentences

Performance-Based Restricted Share Units

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

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

Unvested Shares

1 unchanged sentence

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 .

Outstanding at September 30, 2026

During the nine months ended September 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 six-month period ended June 30, 2026 was $ 150.06 .

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

Deferred Share Units

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

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

Vested Shares

1 unchanged sentence

Share settled

Outstanding at June 30, 2026

Outstanding at September 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 six-month period ended June 30, 2026 was $ 160.57 .

The weighted average grant-date fair value per share for the common shares underlying the DSUs granted during the nine-month period ended September 30, 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 six-month period ended June 30, 2026, is presented below:

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

Outstanding at December 31, 2025

Outstanding at June 30, 2026

Outstanding at September 30, 2026

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

8 unchanged sentences

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

Under the ESPP, employees purchased 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.

Under the ESPP, employees purchased 38,799 of the Company’s common shares for $ 6,309 during the nine months ended September 30, 2026.

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

For the nine months ended September 30, 2026, the Company repurchased 5,731,941 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 944,432 .

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

As of September 30, 2026, the remaining maximum number of shares available for repurchase under the current NCIB was 11,564,983 .

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

Cash dividends of $ 265,492 and $ 243,950 were paid during the nine months ended September 30, 2026 and 2025, respectively.

WASTE CONNECTIONS, INC.

9 unchanged sentences

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

Except as noted in the matters described below, as of June 30, 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 September 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

3 unchanged sentences

Aptim Corporation, and later River Birch, LLC, operated the landfill gas collection system at the JP Landfill under a separate contract with the Parish.

In July and August 2018, four separate lawsuits seeking class action status were filed against LRLC and certain other Company subsidiaries, the Parish, and Aptim Corporation in Louisiana state court, and subsequently removed to the United States District Court for the Eastern District of Louisiana, before Judge Susie Morgan in New Orleans.

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

In July and August 2018, four separate lawsuits seeking class action status were filed against LRLC and certain other Company subsidiaries, the Parish, and Aptim Corporation in Louisiana state court.

The cases were removed to the United States District Court for the Eastern District of Louisiana, and ultimately consolidated before Judge Susie Morgan in New Orleans (the “Ictech-Bendeck” action).

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

2 unchanged sentences

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.

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.

The defendants opposed the motion for certification, and on March 27, 2025, the court denied the motion.

After 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 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

WASTE CONNECTIONS, INC.

2 unchanged sentences

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 June 17, 2026, the court entered an order dismissing the Ictech-Bendeck claims against the Company with prejudice after consummation of the settlement agreements.

Aptim Corporation (the “Crossman” action).

The claims are substantively the same as the claims made in the 2018 lawsuits.

The case is assigned to Judge Jacqueline F.

3 unchanged sentences

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 July 16, 2026, Plaintiffs’ counsel commenced a new action in state court (24th Judicial District, Jefferson Parish), substantively identical to the Crossman action, on behalf of 18 new Plaintiffs (the “Barnes” action).

The Barnes action is assigned to Judge Chick Foret.

On May 13, 2026, at the Court’s request, the Crossman 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.

2 unchanged sentences

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.

The Company filed its opposition to that motion on July 7, 2026, and the court has stayed the motion pending a decision on the Company’s writ application.

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.

7 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.

2 unchanged sentences

County of Los Angeles (the “Complaint”).

The Complaint challenges the terms of the CUP in 13 counts generally alleging that the County violated multiple California and federal statutes and California and federal constitutional protections.

The Complaint

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)

challenges the terms of the CUP in 13 counts generally alleging that the County violated multiple California and federal statutes and California and federal constitutional protections.

CCL seeks the following relief:

16 unchanged sentences

The County filed a motion to enforce the settlement agreement (which would dismiss the unresolved claims) 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 and ordering a refund to Chiquita for fees paid.

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 and ordering a refund to CCL for fees paid.

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

5 unchanged sentences

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

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

An Initial Status Conference occurred on October 5, 2026, and discovery is now open.

A hearing on initial pleading challenges is set for March 8, 2027.

WASTE CONNECTIONS, INC.

2 unchanged sentences

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.

2 unchanged sentences

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

Since May 2023, CCL has received approximately 476 NOVs for alleged violations of SCAQMD Rule 402.

CCL has also received 30 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.

Since May 2023, CCL has received approximately 497 NOVs for alleged violations of SCAQMD Rule 402 as of October 16, 2026.

CCL has also received 36 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 as of October 16, 2026.

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

3 unchanged sentences

The modified Stipulated Order contains 110 conditions.

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

The next status and modification hearing is scheduled for October 28 and 29, 2026.

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

1 unchanged sentence

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

An Initial Status Conference is set for August 11, 2026.

An Initial Status Conference was held on September 4, 2026, at which the Court opened discovery.

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.

4 unchanged sentences

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.

The State Board did not act on the petition within the applicable review period, and the petition was deemed dismissed by operation of law on September 30, 2026.

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 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.

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 System 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

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

CCL submitted a full response to the alleged violations.

WASTE CONNECTIONS, INC.

2 unchanged sentences

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”).

10 unchanged sentences

CCL submitted full responses to this SOV.

On August 14, 2026, CCL received a sixth 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 label tanks and a container accumulating hazardous waste, and failing to properly close a container accumulating hazardous waste.

CCL submitted full responses to this SOV.

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

12 unchanged sentences

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.

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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 responded to the NOV, took corrective action and believes it has resolved the alleged exceedances.

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.

13 unchanged sentences

Master File No.

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

2:23-CV-08380-MEMF-MAR (C.D.

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 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.

There are approximately 14,000 total plaintiffs in these civil lawsuits as of October 13, 2026, which includes more than a thousand from cases filed but not yet served, and the Company expects additional complaints and plaintiffs in the future although the pace of new filings has slowed.

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

4 unchanged sentences

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

The additional cases include:

The additional served cases include:

Chiquita Canyon, LLC, et al.

35 unchanged sentences

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

(Los Angeles Superior

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

filed June 10, 2024;

14 unchanged sentences

Chiquita Canyon, LLC et al.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

filed July 8, 2024);

Anabel Austin, et al.

45 unchanged sentences

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);

2:25-cv-06061, filed July 2, 2025);

Fernando Perez et al.

9 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.

18 unchanged sentences

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

and Balbina Oliveros Elizondo et al.

Balbina Oliveros Elizondo et al.

Chiquita Canyon, LLC et al.

2:26-cv-02991, filed March 19, 2026);

and Mandela Burwell et al.

Chiquita Canyon, LLC et al.

2:26-cv-08943, filed August 11, 2026).

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.

3 unchanged sentences

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

Three cases have been filed, but not yet served:

Two cases have been filed, but not yet served:

Gary Wells et al.

2 unchanged sentences

25STCV29317, filed October 3, 2025);

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

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

Chiquita Canyon, LLC et al.

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

and Alvaro Luis Gutierrez v.

Chiquita Canyon, LLC et al.

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

WH Castaic 497 LLC, v.

5 unchanged sentences

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.

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)

County of Los Angeles Litigation

5 unchanged sentences

Chiquita Canyon, LLC et al.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

December 17, 2024).

Cal, filed 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.

19 unchanged sentences

SUBSEQUENT EVENTS

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 .

On October 21, 2026 , the Company announced that its Board of Directors increased its regular quarterly cash dividend by $ 0.035 , from $ 0.350 to $ 0.385 per Company common share, and then declared a regular quarterly cash dividend of $ 0.385 per Company common share.

The dividend will be paid on November 19, 2026 , to shareholders of record on the close of business on November 5, 2026 .

Subsequent to September 30, 2026 and through the date the accompanying condensed financial statements were issued, the Company repurchased 640,033 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 102,874 .

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