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): March 516, 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.)

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-(b))

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

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, Inc.

Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.01.

Entry into a Material Definitive Agreement.

On March 516, 2026, Waste Connections, Inc. (“Waste Connections” or the “Company”) ~~entered~~completed ~~into~~ an ~~underwriting agreement~~underwritten public offering (the “~~Underwriting Agreement~~Offering”) of ~~with BofA Securities~~$600, ~~Inc.~~000,000 ~~J.P.~~aggregate ~~Morgan~~principal ~~Securities~~amount ~~LLC,~~of ~~PNC~~its ~~Capital~~4.800% ~~Markets~~Senior ~~LLC~~Notes ~~and Truist~~due ~~Securities,~~2036 ~~Inc~~(the “Notes”)., asThe ~~representatives~~Company ofissued the ~~several~~Notes under ~~underwriters~~the ~~named~~Indenture, ~~therein~~dated ~~(collectively~~as of November 16, 2018 (the “~~Underwriters~~Base Indenture”), by and between the Company and U.S. Bank Trust ~~relating~~Company, National Association, as successor in interest to ~~the~~U.S. ~~public~~Bank ~~offering~~National Association, as trustee (the “~~Offering~~Trustee”), as supplemented by ~~Waste~~the ~~Connections~~Eleventh Supplemental Indenture, dated as of ~~$600~~March ~~million~~16, ~~aggregate~~2026 ~~principal~~(the ~~amount~~“Eleventh ofSupplemental ~~its~~Indenture” and ~~4.800%~~the ~~Senior~~Base ~~Notes~~Indenture ~~due~~as ~~2036 (~~so supplemented, the “~~Notes~~Indenture”).

The ~~Underwriting~~Company ~~Agreement~~will ~~contains~~pay ~~customary~~interest ~~representations,~~on the Notes on January ~~warranties~~15 and ~~agreements~~July by15 ~~the~~of ~~Company~~each ~~and~~year, ~~customary~~beginning ~~conditions~~July to15, ~~closing~~2026, ~~obligations~~and of the ~~parties~~Notes ~~and~~will ~~termination~~mature ~~provisions.~~on ~~Additionally~~July 15, ~~the~~ ~~Company~~2036. ~~has~~The ~~agreed~~Notes toare ~~indemnify~~ the ~~Underwriters~~Company’s ~~against~~senior unsecured ~~certain liabilities~~obligations, ~~including~~ranking ~~liabilities~~equally ~~under~~in ~~the~~right ~~Securities~~of ~~Act~~payment ofwith ~~1933, as~~its ~~amended~~other ~~(the~~existing ~~“Securities~~and ~~Act”),~~future orunsubordinated todebt ~~contribute~~and senior to ~~payments~~any ~~the~~of its ~~Underwriters~~future ~~may~~subordinated bedebt. ~~required~~The toNotes ~~make~~will ~~because~~not ofbe guaranteed by any of ~~those~~ ~~liabilities~~the Company’s subsidiaries.

~~The~~Waste Connections may, prior to April 15, 2036 ~~Offering~~(three ~~has~~months ~~been~~before ~~registered~~the ~~under~~maturity date) (the ~~Securities~~“Par ~~Act~~Call Date”), ~~pursuant~~redeem tosome or all of the ~~Company’s~~Notes, ~~Registration~~at ~~Statement~~any ontime ~~Form S-3ASR~~and ~~(File~~from time ~~No. 333-282813)~~to time, asat ~~supplemented~~a byredemption price equal to the ~~Prospectus~~greater ~~Supplement,~~of ~~dated~~100% ~~March~~of 5,the ~~2026~~principal amount of the Notes redeemed, ~~relating~~or tothe sum of the present values of the remaining scheduled payments of principal and interest on the Notes ~~(together~~redeemed ~~with~~discounted to the redemption date (assuming the Notes ~~accompanying~~matured ~~base~~on ~~prospectus,~~the ~~dated~~Par ~~October 24~~Call Date), ~~2024~~plus, ~~the~~in ~~“Prospectus~~either ~~Supplement”)~~case, ~~filed~~accrued ~~with~~and unpaid interest thereon to the ~~Securities~~redemption ~~and~~date. ~~Exchange~~Commencing on April 15, ~~Commission~~2036 (three months before the ~~“SEC”~~maturity date), ~~pursuant~~the toCompany ~~Rule 424(b)~~ may redeem some or all of the ~~Securities~~Notes, ~~Act~~at onany ~~March~~time 5and from time to time, ~~2026~~at a redemption price equal to the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

AsUnder ~~more~~certain ~~fully~~circumstances, ~~described~~Waste ~~under~~Connections may ~~the~~become ~~caption~~obligated ~~“Underwriting~~ to pay additional amounts (~~Conflicts~~the of“Additional ~~Interest)~~Amounts”) inwith respect to the ~~Prospectus~~Notes ~~Supplement,~~to ~~from~~ensure ~~time~~that tothe ~~time,~~net amounts ~~certain~~received by each holder of the ~~Underwriters~~Notes ~~and~~will ~~their~~not ~~affiliates~~be less than the amount such holder would have ~~engaged~~ ~~in,~~received ~~and~~if ~~may~~withholding intaxes ~~the~~or deductions ~~future~~were ~~engage~~not ~~in,~~incurred ~~investment~~on ~~banking~~a ~~and~~payment ~~other~~under ~~commercial~~or ~~dealings~~with inrespect to the ~~ordinary~~Notes. ~~course~~If such payment of ~~business~~Additional ~~with~~Amounts are a result of a change in the ~~Company~~laws or ~~its~~regulations, ~~affiliates.~~including ~~They~~a ~~have~~change ~~received~~in any official position, the introduction of an official position or ~~may~~a inholding by ~~the~~a ~~future~~court ~~receive~~of competent jurisdiction, ~~customary~~of ~~fees~~any ~~and~~jurisdiction ~~commissions~~from ~~for~~or ~~these~~through ~~transactions.~~which payment is made by or on behalf of the Notes having power Into ~~addition~~tax, ~~certain~~and the Company cannot avoid such payments of ~~the~~Additional ~~Underwriters~~Amounts orthrough ~~their~~reasonable ~~affiliates~~measures, ~~serve~~then ~~various~~the ~~roles~~Company ~~under~~may redeem the Notes ~~revolving~~then ~~credit~~outstanding ~~facility~~at ~~provided~~a ~~for~~redemption ~~under~~ price equal to 100% of the ~~Company’s~~principal ~~credit~~amount ~~agreement~~thereof, plus accrued and unpaid interest, asif aany, to, ~~result~~but excluding, ~~such~~the ~~Underwriters~~redemption ordate ~~their~~(subject ~~affiliates~~to ~~will~~the ~~indirectly receive~~right aof ~~portion~~holders of record on the ~~proceeds~~relevant ofrecord date to receive interest due on an interest payment date that is on or prior to the ~~Offering~~redemption date).

~~The~~If ~~summary~~the ofCompany ~~the~~experiences ~~Underwriting~~certain ~~Agreement~~kinds inof ~~this~~changes ~~report~~of ~~does~~control, ~~not~~each ~~purport~~holder toof bethe ~~complete~~Notes ~~and~~may isrequire ~~qualified~~the inCompany ~~its~~to ~~entirety~~purchase byall ~~reference~~or toa portion of the ~~full~~Notes ~~text~~for cash at a price equal to 101% of the ~~Underwriting~~aggregate ~~Agreement~~principal amount of such Notes, ~~which is~~plus ~~filed~~accrued asand ~~Exhibit 1.1~~unpaid ~~hereto~~interest, ~~and~~if isany, ~~incorporated~~to, ~~herein~~but byexcluding, ~~reference~~the purchase date.

~~Item~~The ~~7.01.~~covenants ~~Regulation~~in FDthe ~~Disclosure~~Indenture include limitations on liens, sale-leaseback transactions and mergers and sales of all or substantially all of the Company’s assets.

~~On March~~The 5,Indenture ~~2026,~~contains ~~Waste Connections issued a press release announcing~~ the ~~launch~~following ofcustomary ~~the~~events ~~Offering. A copy~~ of ~~the press release is furnished~~default as(each ~~Exhibit 99.1~~an ~~hereto~~“Event ~~and~~of ~~is incorporated herein by reference.~~Default”):

~~On March~~· 5,default ~~2026~~in the payment of any interest upon any Note when it becomes due and payable, ~~Waste~~and ~~Connections~~the ~~issued~~continuance of such default for a ~~press~~period ~~release~~of ~~announcing~~30 days (unless the ~~pricing~~entire amount of the ~~Offering.~~payment Ais ~~copy~~deposited ofby Waste Connections with the ~~press~~Trustee ~~release~~or ~~is furnished~~with asa ~~Exhibit 99~~paying agent prior to 11:00 a.2m., ~~hereto~~New ~~and~~York isCity ~~incorporated~~time, ~~herein~~on bythe ~~reference.~~30th day of such period);

default in the payment of principal of any Note at its maturity;

default in the performance or breach of any other covenant or warranty by the Company in the Indenture (other than a covenant or warranty that has been included in the Indenture solely for the benefit of a series of debt securities other than the Notes), which default continues uncured for a period of 60 days after the Company receives written notice from the Trustee or the Company and the Trustee receive written notice from the holders of not less than 25% in principal amount of the outstanding Notes as provided in the Indenture; or

certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of Waste Connections.

Upon an Event of Default, the principal of and accrued and unpaid interest on all the Notes may be declared to be due and payable by the Trustee or the holders of not less than 25% in principal amount of the outstanding Notes. Upon such a declaration, such principal and accrued interest on all of the 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 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 Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

The terms of the Notes are further described in the Company’s prospectus supplement, dated March 5, 2026 related to the Notes, and the accompanying base prospectus, dated October 24, 2024, under the captions “Description of Notes” and “Description of Debt Securities,” respectively. The foregoing description of the Indenture is qualified in its entirety by reference to the Base Indenture and the Eleventh Supplemental Indenture thereto, copies of which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, hereto and are incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.

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, including ~~the~~its ~~completion~~use of proceeds from the Offering. These forward-looking statements are often identified by the ~~words~~ 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, assumptions and uncertainties. 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 in the Prospectus Supplement and the accompanying base prospectus, which are both a part of the Registration Statement, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and those risk factors set forth from time to time in the Company’s other filings with the SEC and the securities commissions or similar regulatory authorities in Canada. The closing of the Offering is subject to market conditions and a number of other conditions and approvals. The final terms may vary as a result of such market and other conditions. There can be no assurance that the Offering will be completed as described herein or at all. 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.

The following exhibits are being filed herewith:

Exhibit Number	~~Description~~	Description
1.1	Underwriting Agreement, dated as of March 5, 2026, by and among Waste Connections, Inc. and BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and Truist Securities, Inc., as representatives of the several underwriters named therein.
4.1		Indenture, dated as of November 16, 2018, by and between Waste Connections, Inc. and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 16, 2018).
99.1	Press Release, dated March 5, 2026, announcing the launch of the Offering.
4.2		Eleventh Supplemental Indenture, dated as of March 16, 2026, by and between Waste Connections, Inc. and U.S. Bank Trust Company, National Association, as trustee.
99.2	Press Release, dated March 5, 2026, announcing the pricing of the Offering.
4.3		Form of Note (included in Exhibit 4.2 hereto).
104	The cover page of Waste Connections, Inc.’s Current Report on Form 8-K formatted in Inline XBRL.
5.1		Opinion of Latham & Watkins LLP regarding the enforceability of the Notes.
5.2		Opinion of Bennett Jones LLP regarding the legality of the Notes.
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto).
23.2		Consent of Bennett Jones LLP (included in Exhibit 5.2 hereto).
104		The cover page of Waste Connections, Inc.’s 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.

Date: March 5, 2026	WASTE CONNECTIONS, INC.
Date: March 16, 2026	WASTE CONNECTIONS, INC.
	By:	/s/ Mary Anne Whitney
		Mary Anne Whitney
		Executive Vice President and Chief Financial Officer

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