Current Report · Items 1.01, 7.01, 9.01 · 8-K
Waste Connections, Inc.
Entry into a Material Definitive Agreement · Regulation FD Disclosure
Item 1.01. Entry into a Material Definitive Agreement. On July 27, 2026, Waste Connections, Inc. (“Waste Connections” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with CIBC World Markets Inc., Scotia Capital Inc.…
Filed Jul 28, 2026Accepted Jul 28, 2026, 8:40 AM EDTCIK 1318220Accession 0001104659-26-087330
Company context
Waste Connections 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. 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.
Current securities
Registered securities in this filing
Waste Connections, Inc. · 8-K · Filed 2026-07-28
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Common Shares, no par value
- Symbol
- WCN
- Exchange
- NYSE
- Classification
- COMMON
Filing context
Context: AsOf2026-07-27
Dimensions: Not supplied
Accession 000110465926087330 · 1 registered-security cover member
Read the exact SEC filing ↗Disclosure sections
Items 1.01, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On July 27, 2026, Waste Connections, Inc.
(“Waste Connections” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with CIBC World Markets Inc., Scotia Capital Inc. and TD Securities Inc., and the several other underwriters named therein (collectively,
the “Underwriters”), relating to the public offering (the “Offering”) by Waste Connections of C$300 million aggregate
principal amount of its 4.200% Senior Notes due 2033 (the “2033 Notes”), and C$400 million aggregate principal amount of
its 4.550% Senior Notes due 2036 (together with the 2033 Notes, the “Notes”).
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally,
the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933,
as amended (the “Securities Act”), or to contribute to payments the Underwriters may be required to make because of any of
those liabilities.
The Offering has been registered under the Securities
Act, pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-282813), as supplemented by a prospectus
supplement, dated July 27, 2026, relating to the Notes (together with the accompanying base prospectus, dated October 24, 2024,
the “Prospectus Supplement”), filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) of
the Securities Act on July 27, 2026. The Offering is being made on a private placement basis in Canada to purchasers in each province
of Canada under a Canadian offering memorandum, which includes the Prospectus Supplement.
As more fully described under the caption “Underwriting
(Conflicts of Interest)” in the Prospectus Supplement, from time to time, certain of the Underwriters and their affiliates have
engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with
the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
In addition, certain of the Underwriters or their affiliates serve various roles under the revolving credit facility provided for under
the Company’s credit agreement, and, as a result, such Underwriters or their affiliates will indirectly
receive a portion of the proceeds of the Offering.
The summary of the Underwriting Agreement in this
report does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which
is filed as Exhibit 1.1 hereto, and is incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On July 27, 2026, Waste Connections issued
a press release announcing the launch of the Offering. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated
herein by reference.
On July 27, 2026, Waste Connections issued
a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.2 hereto and 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 completion of the Offering. 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, 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.
Filed exhibits (2)
EX-99.1 (by filename) tm2621340d6_ex99-1.htmEX-99.1
3
tm2621340d6_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Waste Connections Announces Senior Notes Offering
TORONTO, ONTARIO, July 27, 2026 -
Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) announced today that it plans
to proceed, subject to market and other conditions, to offer two series of Canadian dollar-denominated senior notes due 2033 and 2036,
respectively (the “Notes”), in an underwritten public offering in the U.S. and by way of private placement in each of the
provinces of Canada (the “Offering”). The Notes will be senior unsecured obligations of the Company. Waste Connections intends
to use the net proceeds from the Offering, together with cash on hand, to repay a portion of the Canadian dollar-denominated borrowings
outstanding under its revolving credit facility provided under its credit agreement.
CIBC Capital Markets, Scotiabank, and TD Securities
are acting as joint book-running managers and underwriters for the Offering. The Offering will be made in the United States pursuant to
an effective shelf registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 24,
2024 (the “Registration…
Open exhibit ↗EX-99.2 (by filename) tm2621340d6_ex99-2.htmEX-99.2
4
tm2621340d6_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
WASTE CONNECTIONS ANNOUNCES PRICING OF C$700 MILLION
OF SENIOR NOTES
TORONTO, ONTARIO, July 27, 2026 - Following the previous announcement of the launch of a senior notes offering, Waste Connections, Inc. (TSX/NYSE: WCN)
(“Waste Connections” or the “Company”) announced today that it has priced an underwritten public offering in
the U.S. and by way of private placement in each of the provinces of Canada (the “Offering”) of (i) C$300 million
aggregate principal amount of its 4.200% Senior Notes due 2033 (the “2033 Notes”) at a price to the public of 99.838% of
their face value, and (ii) C$400 million aggregate principal amount of its 4.550% Senior Notes due 2036 at a price to the
public of 99.611% of their face value (together with the 2033 Notes, the
“Notes”). The Offering is expected to close on August 4, 2026, subject to customary closing conditions. Net
proceeds to Waste Connections from the Offering are expected to be approximately C$691.9
million, after deducting underwriting fees and estimated Offering expenses, and are expected to be used, together with cash on hand,
to repay a portion of the Canadian dollar-den…
Open exhibit ↗