Form 8-K

8-K — Waste Connections, Inc.

Accession: 0001104659-26-085802

Filed: 2026-07-22

Period: 2026-07-22

CIK: 0001318220

SIC: 4953 (REFUSE SYSTEMS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — wcn-20260722x8k.htm (Primary)

EX-99.1 (wcn-20260722xex99d1.htm)

GRAPHIC (wcn-20260722x8k003.jpg)

GRAPHIC (wcn-20260722xex99d1001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: wcn-20260722x8k.htm · Sequence: 1

Waste Connections, Inc._July 22, 2026

0001318220falseNYSETX0001318220exch:XNYS2026-07-222026-07-220001318220exch:XCHI2026-07-222026-07-2200013182202026-07-222026-07-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant To Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2026

Waste Connections, Inc.

(Exact name of registrant as specified in its charter)

Ontario, Canada

1-34370

98-1202763

(State or other jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

6220 Hwy 7, Suite 600

Woodbridge

Ontario L4H 4G3

Canada

(Address of principal executive offices)

Registrant’s telephone number, including area code: (905) 532-7510

Not Applicable

(Former name or address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, no par value

WCN

New York Stock Exchange

NYSE Texas

Toronto Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

See Item 7.01 below.

Item 7.01 Regulation FD Disclosure.

On July 22, 2026, Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada (“Waste Connections” or the “Company”), issued a press release announcing its second quarter 2026 results and updated outlook for 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in Items 2.02 and 7.01 is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Safe Harbor and Forward-Looking Information

This document contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 ("PSLRA"), including "forward-looking information" within the meaning of applicable Canadian securities laws. These forward-looking statements are neither historical facts nor assurances of future performance and reflect Waste Connections' current beliefs and expectations regarding future events and operating performance. These forward-looking statements are often identified by the words "may," "might," "believes," "thinks," "expects," "estimate," "continue," "intends" or other words of similar meaning. All of the forward-looking statements included in this document are made pursuant to the safe harbor provisions of the PSLRA and applicable securities laws in Canada. Forward-looking statements involve risks and uncertainties. Forward-looking statements in this document include, but are not limited to, statements about expected 2026 financial results, outlook and related assumptions, and potential acquisition activity. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, risk factors detailed from time to time in the Company's filings with the SEC and the securities commissions or similar regulatory authorities in Canada. You should not place undue reliance on forward-looking statements, which speak only as of the date of this document. Waste Connections undertakes no obligation to update the forward-looking statements set forth in this document, whether as a result of new information, future events, or otherwise, unless required by applicable securities laws.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.

Description

99.1

Press Release, dated July 22, 2026, issued by Waste Connections, Inc.

104

The cover page of Waste Connections, Inc. on Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WASTE CONNECTIONS, INC.

Date: July 22, 2026

BY:

/s/ Mary Anne Whitney

Mary Anne Whitney

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: wcn-20260722xex99d1.htm · Sequence: 2

Exhibit 99.1

WASTE CONNECTIONS REPORTS SECOND QUARTER 2026 RESULTS AND

RAISES FULL YEAR OUTLOOK

- Better than expected results drive increase to full year 2026 outlook, with upside from improving commodities and ongoing acquisition activity

- Revenue of $2.562 billion, above expectations and up 6.4%

- Net income of $296.4 million, or $1.17 per share, adjusted net income* of $381.7 million, or $1.50 per share

- Adjusted EBITDA* of $840.1 million, above expectations and up 6.8%

- Adjusted EBITDA* margin of 32.8% of revenue

- Record year-to-date share repurchases of $614.5 million, or approximately 1.5% of shares outstanding

TORONTO, ONTARIO, July 22, 2026 - Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) today announced its results for the second quarter of 2026 and raised its outlook for the full year.

“We are extremely pleased to deliver results above expectations, led primarily by strong operational execution driving a top-to-bottom beat in the second quarter. Most notably, adjusted EBITDA* margin expanded to 32.8% on 70 basis points of underlying margin expansion overcoming cost pressures primarily from rapidly spiking fuel and related costs, as well as ongoing drags from comparatively lower commodity values,” said Ronald J. Mittelstaedt, President and Chief Executive Officer. "Our outperformance, in spite of ongoing geopolitical instability and the associated uncertainty, is a reflection of our differentiated strategy and a purposeful culture, both of which will continue to set us apart."

“Our achievements in the first half of 2026, with recent commodity values and ongoing fuel cost recovery, plus contributions from acquisitions closed to date, position us to increase our full year outlook to revenue of $10.02 billion to $10.05 billion and adjusted EBITDA* of $3.33 billion to $3.34 billion, with upside from improving trends in commodities and contributions from incremental acquisitions.”

Mr. Mittelstaedt added, “Along with a record amount of share repurchases, we’ve completed acquisitions with over $100 million in annualized revenue and remain well-positioned for another outsized year of activity. The enduring strength of our balance sheet and free cash flow generation once again demonstrates our ability to fund our growth strategy while increasing our return of capital to shareholders.”

Q2 2026 Results

Revenue in the second quarter totaled $2.562 billion, up from $2.407 billion in the year ago period. Operating income was $437.6 million, which included $58.5 million primarily attributable to impairments related to adjustments to landfill closure and post closure costs and $7.9 million primarily in transaction-related expenses. This compares to operating income of $459.5 million in the second quarter of 2025, which included $7.3 million primarily in impairments and other operating items and transaction-related expenses. Net income in the second quarter was $296.4 million, or $1.17 per share on a diluted basis of 253.9 million shares. In the year ago period, the Company reported net income of $290.3 million, or $1.12 per share on a diluted basis of 259.0 million shares.

Adjusted net income* in the second quarter was $381.7 million, or $1.50 per diluted share, versus $333.1 million, or $1.29 per diluted share, in the prior year period. Adjusted EBITDA* in the second quarter was $840.1 million, as compared to $786.4 million in the

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prior year period. Adjusted net income, adjusted net income per diluted share and adjusted EBITDA, all non-GAAP measures, primarily exclude impairments and acquisition-related items, as reflected in the detailed reconciliations in the attached tables.

Six Months Year to Date Results

For the six months ended June 30, 2026, revenue was $4.932 billion, up from $4.635 billion in the year ago period. Operating income, which included $138.0 million primarily attributable to adjustments to landfill closure and post closure costs, $9.9 million in transaction-related expenses, partially offset by $1.3 million in fair value changes to equity awards, was $801.6 million, as compared to operating income of $849.8 million in the prior year period, which included $27.5 million primarily attributable to transaction-related expenses and impairments and other operating items.

Net income for the six months ended June 30, 2026 was $515.7 million, or $2.02 per share on a diluted basis of 254.9 million shares. In the year ago period, the Company reported net income of $531.8 million, or $2.05 per share on a diluted basis of 258.9 million shares.

Adjusted net income* for the six months ended June 30, 2026 was $696.6 million, or $2.73 per diluted share, compared to $626.2 million, or $2.42 per diluted share, in the year ago period. Adjusted EBITDA* for the six months ended June 30, 2026 was $1.610 billion, as compared to $1.499 billion in the prior year period.

Updated 2026 Outlook

Waste Connections also updated its outlook for 2026, which assumes no change in the current economic environment or underlying economic trends. The Company’s outlook excludes any impact from additional acquisitions that may close during the year, and expensing of transaction-related items. The outlook provided below is forward looking, and actual results may differ materially depending on risks and uncertainties detailed at the end of this release and in our periodic filings with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. Certain components of the outlook for 2026 are subject to quarterly fluctuations. See reconciliations in the attached tables.

- Revenue is estimated to be between $10.02 billion to $10.05 billion;

- Net income is estimated to be between $1.169 billion and $1.173 billion, and adjusted EBITDA* is estimated to be between $3.33 billion and $3.34 billion;

- Capital expenditures are estimated to be approximately $1.25 billion; and

- Net cash provided by operating activities is estimated to be between $2.63 billion and $2.68 billion, and adjusted free cash flow* is estimated to be between $1.40 billion and $1.45 billion.

----------------------------------------------------------------------------------------------------------------------------------------------------

* A non-GAAP measure; see accompanying Non-GAAP Reconciliation Schedule

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Q2 2026 Earnings Conference Call

Waste Connections will be hosting a conference call related to second quarter earnings on July 23rd at 8:30 A.M. Eastern Time. A live audio webcast of the conference call can be accessed by visiting investors.wasteconnections.com and selecting "Events & Presentations" from the website menu. Alternatively, conference call participants can preregister by clicking here. Registered participants will receive dial-in instructions and a personalized code for entry to the conference call. Shortly after the conclusion of the conference call, a webcast replay will be available on the Waste Connections investor website or by clicking here.

About Waste Connections

Waste Connections (wasteconnections.com) is an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, including by rail, along with resource recovery primarily through recycling and renewable fuels generation. The Company serves approximately nine million residential, commercial and industrial customers in mostly exclusive and secondary markets across 46 states in the U.S. and six provinces in Canada. Waste Connections also provides non-hazardous oilfield waste treatment, recovery and disposal services in several basins across the U.S. and Canada, as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest. Waste Connections views its sustainability efforts as integral to its business, with initiatives consistent with its objective of long-term value creation and focused on reducing emissions, increasing resource recovery of both recyclable commodities and clean energy fuels, reducing reliance on off-site disposal for landfill leachate, further improving safety and enhancing employee engagement. Visit wasteconnections.com/sustainability for more information and updates on our progress towards targeted achievement.

Safe Harbor and Forward-Looking Information

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 ("PSLRA"), including "forward-looking information" within the meaning of applicable Canadian securities laws. These forward-looking statements are neither historical facts nor assurances of future performance and reflect Waste Connections' current beliefs and expectations regarding future events and operating performance. These forward-looking statements are often identified by the words "may," "might," "believes," "thinks," "expects," "estimate," "continue," "intends" or other words of similar meaning. All of the forward-looking statements included in this press release are made pursuant to the safe harbor provisions of the PSLRA and applicable securities laws in Canada. Forward-looking statements involve risks and uncertainties. Forward-looking statements in this press release include, but are not limited to, statements about expected 2026 financial results, outlook and related assumptions, and potential acquisition activity. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, risk factors detailed from time to time in the Company's filings with the SEC and the securities commissions or similar regulatory authorities in Canada. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. Waste Connections undertakes no obligation to update the forward-looking statements set forth in this press release, whether as a result of new information, future events, or otherwise, unless required by applicable securities laws.

– financial tables attached –

CONTACT:

Mary Anne Whitney / (832) 442-2253 Joe Box / (832) 442-2153

maryannew@wasteconnections.com joe.box@wasteconnections.com

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Waste Connections, Inc.

CONDENSED Consolidated Statements of NET INCOME

THRee AND SIX months ended JUNE 30, 2025 and 2026

(Unaudited)

(in thousands of U.S. dollars, except share and per share amounts)

Three months ended

June 30,

Six months ended

June 30,

2025

2026

2025

2026

Revenues

2,407,055

2,561,607

4,635,231

4,932,239

Operating expenses:

Cost of operations

1,392,857

1,479,217

2,684,299

2,840,317

Selling, general and administrative

242,966

260,493

493,100

511,612

Depreciation

257,421

278,277

499,728

545,762

Amortization of intangibles

50,236

47,600

97,878

94,864

Impairments and other operating items

4,030

58,466

10,471

138,050

Operating income

459,545

437,554

849,755

801,634

Interest expense

(82,751)

(91,203)

(163,626)

(178,922)

Interest income

2,314

4,126

4,084

7,239

Other income, net

10,050

33,253

11,922

37,337

Income before income tax provision

389,158

383,730

702,135

667,288

Income tax provision

(98,882)

(87,331)

(170,348)

(151,546)

Net income

290,276

296,399

531,787

515,742

Earnings per common share:

Basic

1.12

1.17

2.06

2.03

Diluted

1.12

1.17

2.05

2.02

Shares used in the per share calculations:

Basic

258,377,345

253,457,489

258,286,168

254,398,232

Diluted

258,982,647

253,856,582

258,944,234

254,860,729

Cash dividends per common share

0.315

0.350

0.630

0.70

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Waste Connections, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands of U.S. dollars, except share and per share amounts)

December 31,

2025

June 30,

2026

ASSETS

Current assets:

Cash and equivalents

45,968

98,180

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

1,024,992

1,069,733

Prepaid expenses and other current assets

240,603

231,225

Total current assets

1,311,563

1,399,138

Restricted cash

183,612

163,398

Restricted investments

80,757

72,781

Property and equipment, net

8,733,327

8,965,023

Operating lease right-of-use assets

312,508

315,657

Goodwill

8,392,249

8,388,109

Intangible assets, net

2,006,200

1,973,464

Other assets, net

109,147

121,882

Total assets

21,129,363

21,399,452

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable

765,227

771,781

Book overdraft

14,674

28,918

Deferred revenue

416,025

429,904

Accrued liabilities

810,367

781,129

Current portion of operating lease liabilities

44,272

46,878

Current portion of contingent consideration

65,029

61,416

Current portion of long-term debt and notes payable

8,667

8,094

Total current liabilities

2,124,261

2,128,120

Long-term portion of debt and notes payable

8,811,104

9,283,810

Long-term portion of operating lease liabilities

267,000

270,860

Long-term portion of contingent consideration

19,667

19,647

Deferred income taxes

1,085,613

1,121,465

Other long-term liabilities

576,337

654,332

Total liabilities

12,883,982

13,478,234

Commitments and contingencies

Shareholders’ equity:

Common shares: Unlimited shares authorized; 255,661,011 shares issued and 255,614,663 shares outstanding at December 31, 2025; 252,201,043 shares issued and 252,154,695 shares outstanding at June 30, 2026

2,783,431

2,171,955

Additional paid-in capital

373,239

389,514

Accumulated other comprehensive loss

(111,044)

(178,647)

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

Retained earnings

5,199,755

5,538,396

Total shareholders’ equity

8,245,381

7,921,218

Total liabilities and shareholders’ equity

21,129,363

21,399,452

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Waste Connections, Inc.

Condensed Consolidated Statements of Cash Flows

SIX months ended JUNE 30, 2025 and 2026

(Unaudited)

(in thousands of U.S. dollars)

Six months ended June 30,

2025

2026

Cash flows from operating activities:

Net income

531,787

515,742

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

Loss from disposal of assets, impairments and other

11,480

7,164

Adjustments to closure and post-closure liabilities

131,980

Depreciation

499,728

545,762

Amortization of intangibles

97,878

94,864

Deferred income taxes, net of acquisitions

58,292

37,189

Current period provision for expected credit losses

5,171

14,519

Amortization of debt issuance costs

4,101

4,502

Share-based compensation

41,956

41,539

Interest accretion

25,556

22,156

Payment of contingent consideration recorded in earnings

(400)

(1)

Adjustments to contingent consideration

30,584

(1,315)

Other

(2,661)

(3,778)

Net change in operating assets and liabilities, net of acquisitions

(123,731)

(131,437)

Net cash provided by operating activities

1,179,741

1,278,886

Cash flows from investing activities:

Payments for acquisitions, net of cash acquired

(510,738)

(309,644)

Capital expenditures for property and equipment

(497,765)

(598,949)

Capital expenditures for undeveloped land

(51,049)

Proceeds from disposal of assets

5,417

2,922

Other

(16,886)

(5,232)

Net cash used in investing activities

(1,019,972)

(961,952)

Cash flows from financing activities:

Proceeds from long-term debt

1,613,594

1,703,552

Principal payments on notes payable and long-term debt

(1,488,785)

(1,176,382)

Payment of contingent consideration recorded at acquisition date

(22,895)

(4,707)

Change in book overdraft

397

14,244

Payments for repurchase of common shares

(389)

(614,507)

Payments for cash dividends

(162,950)

(177,101)

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

(30,934)

(24,985)

Debt issuance costs

(3,433)

(5,676)

Proceeds from issuance of shares under employee share purchase plan

2,593

3,031

Proceeds from sale of common shares held in trust

324

Net cash used in financing activities

(92,478)

(282,531)

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

2,007

(2,405)

Net increase in cash, cash equivalents and restricted cash

69,298

31,998

Cash, cash equivalents and restricted cash at beginning of period

198,173

229,580

Cash, cash equivalents and restricted cash at end of period

267,471

261,578

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ADDITIONAL STATISTICS

(in thousands of U.S. dollars, except where noted)

Solid Waste Internal Growth: The following table reflects a breakdown of the components of our solid waste internal growth for the three and six month periods ended June 30, 2026:

Three months ended

June 30, 2026

Six months ended

June 30, 2026

Yield(a)

4.6%

Surcharges

1.1%

0.5%

Unit Volume(a)

(1.9%)

(1.7%)

Recycling

(0.2%)

(0.3%)

Foreign Exchange Impact

0.0%

0.2%

Total

3.6%

3.3%

Core Price(b)

5.6%

5.8%

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(a) In the first quarter of 2026, WCN began providing a breakdown of organic growth in solid waste collection, transfer and disposal to include Yield and Unit Volume, which are performance metrics used by management to evaluate the effectiveness of our pricing and organic growth strategies. Yield, or change in average price per unit of service, reflects the impacts of customer churn and new business activity and the resulting mix by line of business and by geographic segment;Unit Volume reflects estimated change in units of activity.

(b) Core Price is defined as the revenue growth attributable to price increases, net of rollbacks, on solid waste collection, transfer and disposal customers. This definition is consistent with Core Price references provided in prior periods.

Revenue Breakdown: The following table reflects a breakdown of our revenue for the three month periods ended June 30, 2025 and 2026:

Three months ended June 30, 2025

Revenue

Inter-company

Elimination

Reported

Revenue

Solid Waste Collection

1,690,785

(5,331)

1,685,454

70.0

Solid Waste Disposal and Transfer

784,015

(342,396)

441,619

18.3

Solid Waste Recycling

69,163

(2,358)

66,805

2.8

E&P Waste Treatment, Recovery and Disposal

178,117

(8,282)

169,835

7.1

Intermodal and Other

43,934

(592)

43,342

1.8

Total

2,766,014

(358,959)

2,407,055

100.0

Three months ended June 30, 2026

Revenue

Inter-company

Elimination

Reported

Revenue

Solid Waste Collection

1,789,235

(5,512)

1,783,723

69.6

Solid Waste Disposal and Transfer

829,536

(365,280)

464,256

18.1

Solid Waste Recycling

63,946

(2,549)

61,397

2.4

E&P Waste Treatment, Recovery and Disposal

211,153

(10,198)

200,955

7.9

Intermodal and Other

62,806

(11,530)

51,276

2.0

Total

2,956,676

(395,069)

2,561,607

100.0

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ADDITIONAL STATISTICS (continued)

(in thousands of U.S. dollars, except where noted)

Contribution from Acquisitions: The following table reflects revenues from acquisitions, net of divestitures, closed during or subsequent to the prior periods:

Three months ended

June 30,

Six months ended

June 30,

2025

2026

2025

2026

Acquisitions, net

112,870

45,758

242,168

101,011

Other Cash Flow Items: The following table reflects cash interest and cash taxes for the three and six month periods ended June 30, 2025 and 2026:

Three months ended

June 30,

Six months ended

June 30,

2025

2026

2025

2026

Cash Interest Paid

71,092

64,657

155,246

172,901

Cash Taxes Paid

68,965

77,306

91,140

99,179

Debt to Book Capitalization as of June 30, 2026: 54%

Internalization for the three months ended June 30, 2026: 59%

Days Sales Outstanding for the three months ended June 30, 2026: 38 (23 net of deferred revenue)

Share Information for the three months ended June 30, 2026:

Basic shares outstanding

253,457,489

Dilutive effect of equity-based awards

399,093

Diluted shares outstanding

253,856,582

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NON-GAAP RECONCILIATION SCHEDULE

(in thousands of U.S. dollars, except where noted)

Reconciliation of Adjusted EBITDA:

Adjusted EBITDA, a non-GAAP financial measure, is provided supplementally because it is widely used by investors as a performance and valuation measure in the solid waste industry. Management uses adjusted EBITDA as one of the principal measures to evaluate and monitor the ongoing financial performance of Waste Connections’ operations. Waste Connections defines adjusted EBITDA as net income, plus income tax provision, plus interest expense, less interest income, plus depreciation and amortization expense, plus closure and post-closure accretion expense, plus or minus any loss or gain on impairments and other operating items, plus other expense, less other income. Waste Connections further adjusts this calculation to exclude the effects of other items management believes impact the ability to assess the operating performance of its business. This measure is not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate adjusted EBITDA differently.

Three months ended

June 30,

Six months ended

June 30,

2025

2026

2025

2026

Net income

290,276

296,399

531,787

515,742

Plus: Income tax provision

98,882

87,331

170,348

151,546

Plus: Interest expense

82,751

91,203

163,626

178,922

Less: Interest income

(2,314)

(4,126)

(4,084)

(7,239)

Plus: Depreciation and amortization

307,657

325,877

597,606

640,626

Plus: Closure and post-closure accretion

11,942

10,328

23,816

20,619

Plus: Impairments and other operating items

4,030

58,466

10,471

138,050

Less: Other income, net

(10,050)

(33,253)

(11,922)

(37,337)

Adjustments:

Plus: Transaction-related expenses(a)

3,973

7,588

15,943

9,948

Plus/(Less): Fair value changes to equity awards(b)

(734)

267

1,036

(1,269)

Adjusted EBITDA

786,413

840,080

1,498,627

1,609,608

As % of revenues

32.7%

32.8%

32.3%

32.6%

____________________________

(a) Reflects the addback of acquisition-related transaction costs.

(b) Reflects fair value accounting changes associated with certain equity awards.

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NON-GAAP RECONCILIATION SCHEDULE (continued)

(in thousands of U.S. dollars, except where noted)

Reconciliation of Adjusted Free Cash Flow:

Adjusted free cash flow, a non-GAAP financial measure, is provided supplementally because it is widely used by investors as a liquidity measure in the solid waste industry. Waste Connections calculates adjusted free cash flow as net cash provided by operating activities, plus or minus change in book overdraft, plus proceeds from disposal of assets, less capital expenditures for property and equipment. Waste Connections further adjusts this calculation to exclude the effects of items management believes impact the ability to evaluate the liquidity of its business operations. This measure is not a substitute for, and should be used in conjunction with, GAAP liquidity or financial measures. Other companies may calculate adjusted free cash flow differently.

Three months ended

June 30,

Six months ended

June 30,

2025

2026

2025

2026

Net cash provided by operating activities

638,202

733,288

1,179,741

1,278,886

Plus: Change in book overdraft

507

20,358

397

14,244

Plus: Proceeds from disposal of assets

4,448

1,143

5,417

2,922

Less: Capital expenditures for property and equipment

(285,310)

(302,354)

(497,765)

(598,949)

Adjustments:

Transaction-related expenses(a)

8,769

5,759

11,161

7,372

Executive separation costs(b)

1,670

978

2,119

978

Payment of contingent consideration recorded in earnings(c)

400

Pre-existing Progressive Waste share-based grants(d)

Tax effect(e)

(1,673)

(1,684)

(2,398)

(2,088)

Adjusted free cash flow

367,013

457,489

699,088

703,366

As % of revenues

15.2%

17.9%

15.1%

14.3%

___________________________

(a) Reflects the addback of acquisition-related transaction costs.

(b) Reflects the cash component of severance expense associated with an executive departure from 2023.

(c) Reflects the addback of acquisition-related payments for contingent consideration that were recorded as expenses in earnings and as a component of cash flows from operating activities as the amounts paid exceeded the fair value of the contingent consideration recorded at the acquisition date.

(d) Reflects the cash settlement of pre-existing Progressive Waste share-based awards during the period.

(e) The aggregate tax effect of footnotes (a) through (d) is calculated based on the applied tax rates for the respective periods.

-10-

NON-GAAP RECONCILIATION SCHEDULE (continued)

(in thousands of U.S. dollars, except per share amounts)

Reconciliation of Adjusted Net Income and Adjusted Net Income per Diluted Share:

Adjusted net income and adjusted net income per diluted share, both non-GAAP financial measures, are provided supplementally because they are widely used by investors as valuation measures in the solid waste industry. Management uses adjusted net income and adjusted net income per diluted share as one of the principal measures to evaluate and monitor the ongoing financial performance of Waste Connections’ operations. Waste Connections provides adjusted net income to exclude the effects of items management believes impact the comparability of operating results between periods. Adjusted net income has limitations due to the fact that it excludes items that have an impact on the Company’s financial condition and results of operations. Adjusted net income and adjusted net income per diluted share are not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate these non-GAAP financial measures differently.

Three months ended

June 30,

Six months ended

June 30,

2025

2026

2025

2026

Reported net income

290,276

296,399

531,787

515,742

Adjustments:

Amortization of intangibles(a)

50,236

47,600

97,878

94,864

Impairments and other operating items(b)

4,030

58,466

10,471

138,050

Transaction-related expenses(c)

3,973

7,588

15,943

9,948

Fair value changes to equity awards(d)

(734)

267

1,036

(1,269)

Tax effect(e)

(14,687)

(28,629)

(30,898)

(60,765)

Adjusted net income

333,094

381,691

626,217

696,570

Diluted earnings per common share:

Reported net income

1.12

1.17

2.05

2.02

Adjusted net income

1.29

1.50

2.42

2.73

_________________________

(a) Reflects the elimination of the non-cash amortization of acquisition-related intangible assets.

(b) Reflects the addback of impairments and other operating items.

(d) Reflects fair value accounting changes associated with certain equity awards.

(e) The aggregate tax effect of the adjustments in footnotes (a) through (d) is calculated based on the applied tax rates for the respective periods.

-11-

UPDATED 2026 OUTLOOK

NON-GAAP RECONCILIATION SCHEDULE

(in thousands of U.S. dollars, except where noted)

Reconciliation of Adjusted EBITDA:

Updated 2026 Outlook

Low Estimate

High Estimate

Net income

1,169,000

1,173,000

Plus: Income tax provision(a)

351,000

353,000

Plus: Interest expense, net

358,000

Plus: Depreciation and Depletion

1,110,000

1,114,000

Plus: Amortization

192,000

Plus: Closure and post-closure accretion

40,608

Plus: Impairments and other operating items(b)

138,050

Less: Other income, net(b)

(37,337)

Adjustments(b)

Plus: Transaction-related expenses

9,948

Plus: Fair value changes to equity awards

(1,269)

Adjusted EBITDA

3,330,000

3,340,000

____________________________

(a) Approximately 23.1% full year effective tax rate, including amounts reported for the six month period ended June 30, 2026.

(b) Reflects amounts reported for the six month period ended June 30, 2026, as shown on page 9.

Reconciliation of Adjusted Free Cash Flow:

Updated 2026 Outlook

Low Estimate

High Estimate

Net cash provided by operating activities

2,626,571

2,676,571

Plus: Change in book overdraft(a)

14,244

Plus: Proceeds from disposal of assets(a)

2,922

Less: Capital expenditures for property and equipment

(1,250,000)

Adjustments:(a)

Transaction-related expenses

7,372

Executive separation costs

978

Payment of contingent consideration recorded in earnings

Tax effect

(2,088)

Adjusted Free Cash Flow

1,400,000

1,450,000

____________________________

(a) Reflects amounts reported for the six month period ended June 30, 2026, as shown on page 10.

-12-

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