Financial Analysis

8. ACQUISITIONS The Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. The Company measures and recognizes goodwill as of the acquisition date as the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of the noncontrolling interest in the acquiree (if any) and the acquisition date fair value of the Companys previously held equity interest in the acquiree (if any), over (b) the fair value of assets acquired and liabilities assumed. If information about facts and circumstances existing as of the acquisition date is incomplete by the end of the reporting period in which a business combination occurs, the Company will report provisional amounts for the items for which the accounting is incomplete. The measurement period ends once the Company receives the information it was seeking; however, this period will not exceed one year from the acquisition date. Any material adjustments recognized during the measurement period will be reflected prospectively in the period the adjustment is identified in the consolidated financial statements. The Company recognizes acquisition-related transaction costs as expense. The Company acquired 17 immaterial non-hazardous solid waste collection, recycling and disposal businesses and two immaterial E&P waste treatment and disposal businesses during the year ended December 31, 2025. The total transaction-rel …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

13. COMMITMENTS AND CONTINGENCIES COMMITMENTS Financial Surety Bonds The Company uses financial surety bonds for a variety of corporate guarantees. The two largest uses of financial surety bonds are for municipal contract performance guarantees and asset closure and retirement requirements under certain environmental regulations. Environmental regulations require demonstrated financial assurance to meet final capping, closure and post-closure requirements for landfills. In addition to surety bonds, these requirements may also be met through alternative financial assurance instruments, including insurance, letters of credit and restricted cash and investment deposits. At December 31, 2025 and 2024, the Company had provided customers and various regulatory authorities with surety bonds in the aggregate amounts of approximately $1,040,159 and $934,330, respectively, to secure its asset closure and retirement requirements and $1,117,272 and $1,077,021, respectively, to secure performance under collection contracts and landfill operating agreements. The Company owns a 9.9% interest in a company that, among other activities, issues financial surety bonds to secure landfill final capping, closure and post-closure obligations for companies operating in the solid waste industry. The Company accounts for this investment under the cost method of accounting. There have been no identified events or changes in circumstances that may have a significant adverse effect on the carrying value o …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

19. EMPLOYEE BENEFIT PLANS Retirement Savings Plans: Waste Connections and certain of its subsidiaries have voluntary retirement savings plans in Canada (the RSPs). RSPs are available to all eligible Canadian employees of Waste Connections and its subsidiaries. For eligible non-union Canadian employees, Waste Connections and its subsidiaries make a matching contribution to a deferred profit sharing plan (DPSP) of up to 5% of the employees eligible compensation, subject to certain limitations imposed by the Income Tax Act (Canada). Certain of Waste Connections subsidiaries also have voluntary savings and investment plans in the U.S. (the 401(k) Plans). The 401(k) Plans are available to all eligible U.S. employees of Waste Connections and its subsidiaries. Waste Connections and its subsidiaries make matching contributions under the 401(k) Plans of 100% of every dollar of a participating employees contributions until the employees contributions equal 5% of the employees eligible compensation, subject to certain limitations imposed by the U.S. Internal Revenue Code. Total employer expenses, including employer matching contributions, for the DPSP and 401(k) Plans were $48,773, $46,489 and $42,100, respectively, during the years ended December 31, 2025, 2024 and 2023. These amounts include matching contributions Waste Connections made under the Deferred Compensation Plan, described below. Multiemployer Pension Plans: The Company also participates in 16 multiemployer pension plans. …

CompensationAndEmployeeBenefitPlansTextBlock · excerpt; the full note is in the filing

16. INCOME TAXES The Companys operations are conducted through its various subsidiaries in countries throughout the world. The Company has provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned. Income before provision for income taxes consists of the following: Years Ended December 31, 2025 2024 2023 U.S. $ 898,743 $ 343,255 $ 622,041 Non U.S. 519,173 419,678 361,460 Income before income taxes $ 1,417,916 $ 762,933 $ 983,501 The provision for income taxes consists of the following: Years Ended December 31, 2025 2024 2023 Current: U.S. federal $ 101,857 $ 95,007 $ 120,420 State and local 40,333 42,725 50,713 Non U.S. 82,515 65,916 43,213 224,705 203,648 214,346 Deferred: U.S. federal 90,822 (33,507) 14,130 State and local 19,148 (5,833) (1,931) Non U.S. 6,684 (17,945) (5,870) 116,654 (57,285) 6,329 Provision for income taxes $ 341,359 $ 146,363 $ 220,675 The Company is organized under the laws of Ontario, Canada; however, since the proportion of U.S. revenues, assets, operating income and associated tax provisions is significantly greater than any other single taxing jurisdiction within the worldwide group, the reconciliation of the differences between the Companys income tax provision as presented in the accompanying Consolidated Statements of Net Income and income tax provision computed at the federal statutory rate is presented on the basis of the U.S. federal statutory income tax rate, as opposed …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

11. LONG-TERM DEBT The following table presents the Companys long-term debt as of December 31, 2025 and 2024: December 31, 2025 2024 Revolving Credit Agreement, bearing interest ranging from 3.41% to 6.75% (a) $ 2,381,646 $ 2,164,325 4.25% Senior Notes due 2028 500,000 500,000 3.50% Senior Notes due 2029 500,000 500,000 4.50% Senior Notes due 2029 364,800 347,500 2.60% Senior Notes due 2030 600,000 600,000 2.20% Senior Notes due 2032 650,000 650,000 3.20% Senior Notes due 2032 500,000 500,000 4.20% Senior Notes due 2033 750,000 750,000 5.00% Senior Notes due 2034 750,000 750,000 5.25% Senior Notes due 2035 500,000 3.05% Senior Notes due 2050 500,000 500,000 2.95% Senior Notes due 2052 850,000 850,000 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) 26,420 30,641 Finance leases, bearing interest ranging from 1.89% to 5.35%, with lease expiration dates ranging from 2026 to 2035 (a) 15,973 9,247 8,888,839 8,151,713 Less current portion (8,667) (7,851) Less unamortized debt discount and issuance costs (69,068) (70,934) Long-term portion of debt and notes payable $ 8,811,104 $ 8,072,928 (a) Interest rates represent the interest rates incurred at December 31, 2025. Revolving Credit Agreement The Company, as borrower, Bank of America, N.A., acting through its Canada Branch, as the global agent, the swing line lender and a letter of credit issu …

LongTermDebtTextBlock · excerpt; the full note is in the filing

Accounting Standards Adopted Additional Income Tax Disclosures . In December 2023, the Financial Accounting Standards Board (the FASB) issued a final standard on improvements to income tax disclosures. The standard requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. The guidance also requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. The standard applies to all entities subject to income taxes. For public business entities, the new requirements are effective for annual periods beginning after December 15, 2024. The guidance is applied on a prospective basis with the option to apply the standard retrospectively. The Company adopted the new standard as of January 1, 2025 and has applied this standard prospectively in the financial statements. The adoption of this standard did not have a material impact on the Companys consolidated financial statements. See Note 16 for disclosures related to the adoption of this standard. Amended Guidance for Credit Losses on Accounts Receivable . In July 2025, the FASB issued guidance to simplify the estimation of credit losses on curren …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

17. SEGMENT REPORTING The Companys revenues are generated primarily from the collection, transfer, recycling and disposal of non-hazardous solid waste and the treatment, recovery and disposal of non-hazardous E&P waste. No single contract or customer accounted for more than 10% of the Companys total revenues at the consolidated or reportable segment level during the periods presented. The Company manages its operations through the following six geographic solid waste operating segments: Southern, Western, Eastern, Central, Canada and MidSouth. The Companys 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 Companys Chief Operating Decision Maker (CODM) is the Companys 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). Segment EBITDA is not a measure of operating income, operating performance or liquidity under GAAP and may not be comparable …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reporting Currency The functional currency of the Company, as the parent corporate entity, and its operating subsidiaries in the United States, is the U.S. dollar. The functional currency of the Companys Canadian operations is the Canadian dollar. The reporting currency of the Company is the U.S. dollar. The Companys consolidated Canadian dollar financial position is translated to U.S. dollars by applying the foreign currency exchange rate in effect at the consolidated balance sheet date. The Companys consolidated Canadian dollar results of operations and cash flows are translated to U.S. dollars by applying the average foreign currency exchange rate in effect during the reporting period. The resulting translation adjustments are included in other comprehensive income or loss. Gains and losses from foreign currency transactions are included in earnings for the period. All references to dollars or $ used herein refer to U.S. dollars, and all references to CAD $ used herein refer to Canadian dollars, unless otherwise stated. Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at purchase to be cash equivalents. As of December 31, 2025 and 2024, cash equivalents consisted of demand money market accounts. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and equivalents, re …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

14. SHAREHOLDERS EQUITY Employee Share Purchase Plan On May 15, 2020, the Companys shareholders approved the ESPP. Under the ESPP, qualified employees may elect to have payroll deductions withheld from their eligible compensation on each payroll date in amounts equal to or greater than one percent (1%) but not in excess of ten percent (10%) of eligible compensation in order to purchase the Companys common shares under certain terms and subject to certain restrictions set forth in the ESPP. The exercise price is equal to 95% of the closing price of the Companys common shares on the last day of the relevant offering period; provided, however, that such exercise price will not be less than 85% of the volume weighted average price of the Companys common shares as reflected on the TSX over the final five trading days of such offering period. The maximum number of shares that may be issued under the ESPP is 1,000,000. Under the ESPP, employees purchased 32,150 of the Companys common shares for $5,464 during the year ended December 31, 2025. Under the ESPP, employees purchased 29,256 of the Companys common shares for $4,486 during the year ended December 31, 2024. Under the ESPP, employees purchased 29,808 of the Companys common shares for $3,909 during the year ended December 31, 2023. Cash Dividend The Board of Directors of the Company authorized the initiation of a quarterly cash dividend in October 2010 and has increased it on an annual basis. In October 2025, the Company announ …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

20. SUBSEQUENT EVENT On February 11, 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 March 12, 2026, to shareholders of record on the close of business on February 25, 2026. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

7 . ACQUISITIONS The Company acquired six immaterial non-hazardous solid waste collection, transfer and recycling businesses and two immaterial E&P waste treatment and disposal businesses during the six months ended June 30, 2026. The total transaction-related expenses incurred during the six months ended June 30, 2026 for these acquisitions were $9,948. These expenses are included in Selling, general and administrative expenses in the Companys Condensed Consolidated Statements of Net Income. The Company acquired 10 immaterial non-hazardous solid waste collection and recycling businesses and two immaterial E&P waste treatment and disposal businesses during the six months ended June 30, 2025. The total transaction-related expenses incurred during the six months ended June 30, 2025 for these acquisitions were $15,943. These expenses are included in Selling, general and administrative expenses in the Companys Condensed Consolidated Statements of Net Income. The results of operations of the acquired businesses have been included in the Companys Condensed Consolidated Financial Statements from their respective acquisition dates. The Company expects these acquired businesses to contribute towards the achievement of the Companys strategy to expand through acquisitions. Goodwill acquired is attributable to the synergies and ancillary growth opportunities expected to arise after the Companys acquisition of these businesses. The following table summarizes the consideration tran …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

17. COMMITMENTS AND CONTINGENCIES In the normal course of its business and as a result of the extensive governmental regulation of the solid waste and E&P waste industries, the Company is subject to various judicial and administrative proceedings involving Canadian regulatory authorities as well as U.S. federal, state and local agencies. In these proceedings, an agency may subpoena the Company for records, or seek to impose fines on the Company or revoke or deny renewal of an authorization held or sought by the Company, including an operating permit. From time to time, the Company may also be subject to actions brought by special interest or other groups, adjacent landowners or residents in connection with the permitting and licensing of landfills, transfer stations, and E&P waste treatment, recovery and disposal operations, or alleging environmental damage or violations of the permits and licenses pursuant to which the Company operates. The Company uses $1,000 as a threshold for disclosing environmental matters involving a governmental authority and potential monetary sanctions. In addition, the Company is a party to various claims and suits pending for alleged damages to persons and property, alleged violations of certain laws and alleged liabilities arising out of matters occurring during the normal operation of the Companys business. Except as noted in the matters described below, as of June 30, 2026, there is no current proceeding or litigation involving the Comp …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

9. LONG-TERM DEBT The following table presents the Companys long-term debt at June 30, 2026 and December 31, 2025: June 30, December 31, 2026 2025 Revolving Credit Agreement, bearing interest ranging from 3.44% to 4.52% (a) $ 2,274,994 $ 2,381,646 4.25% Senior Notes due 2028 500,000 500,000 3.50% Senior Notes due 2029 500,000 500,000 4.50% Senior Notes due 2029 351,850 364,800 2.60% Senior Notes due 2030 600,000 600,000 2.20% Senior Notes due 2032 650,000 650,000 3.20% Senior Notes due 2032 500,000 500,000 4.20% Senior Notes due 2033 750,000 750,000 5.00% Senior Notes due 2034 750,000 750,000 5.25% Senior Notes due 2035 500,000 500,000 4.80% Senior Notes due 2036 600,000 3.05% Senior Notes due 2050 500,000 500,000 2.95% Senior Notes due 2052 850,000 850,000 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) 22,566 26,420 Finance leases, bearing interest ranging from 1.89% to 5.35%, with lease expiration dates ranging from 2026 to 2035 (a) 14,874 15,973 9,364,284 8,888,839 Less current portion (8,094) (8,667) Less unamortized debt discount and issuance costs (72,380) (69,068) Long-term portion of debt and notes payable $ 9,283,810 $ 8,811,104 (a) Interest rates represent the interest rates at June 30, 2026. Revolving Credit Agreement The Company, as borrower, Bank of America, N.A., acting through its Canada Branch, as the global agent, the …

LongTermDebtTextBlock · excerpt; the full note is in the filing

Accounting Standards Adopted Amended Guidance for Internal-Use Software . In September 2025, the Financial Accounting Standards Board (the FASB) issued a final standard to modernize the accounting for costs incurred in developing internal-use software. The standard replaces the legacy stage-based capitalization model with a principles-based approach and clarifies related disclosure requirements. The standard is effective for all entities for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years. The guidance may be applied prospectively, retrospectively or using a modified transition approach. Early adoption is permitted. The Company adopted the new standard as of January 1, 2026 and has applied this standard prospectively in the financial statements. The adoption of this standard did not have a material impact on the Companys consolidated financial statements. Accounting for Government Grants . In December 2025, the FASB issued a standards update related to government grants received by business entities. The update establishes a comprehensive framework for the recognition, measurement, and presentation of government grants. The amendments apply to all business entities and are effective for public business entities for fiscal years beginning after December 15, 2028, and interim periods within those fiscal years, with early adoption permitted. The Company early adopted the standard update effective April 1, 2026, using the modified pros …

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4. REVENUE The Companys operations primarily consist of providing non-hazardous waste collection, transfer, disposal and recycling services, non-hazardous oil and natural gas exploration and production (E&P) waste treatment, recovery and disposal services and intermodal services. The following tables disaggregate the Companys revenues by service line for the periods indicated: Three Months Ended June 30, 2026 Intercompany Reported Revenue Elimination Revenue Commercial $ 784,532 $ (1,257) $ 783,275 Residential 619,691 (39) 619,652 Industrial and construction roll off 385,012 (4,216) 380,796 Total collection 1,789,235 (5,512) 1,783,723 Landfill 417,541 (165,549) 251,992 Transfer 411,995 (199,731) 212,264 Recycling 63,946 (2,549) 61,397 E&P 211,153 (10,198) 200,955 Other 62,806 (11,530) 51,276 Total $ 2,956,676 $ (395,069) $ 2,561,607 Three Months Ended June 30, 2025 Intercompany Reported Revenue Elimination Revenue Commercial $ 731,573 $ (1,397) $ 730,176 Residential 592,225 (211) 592,014 Industrial and construction roll off 366,987 (3,723) 363,264 Total collection 1,690,785 (5,331) 1,685,454 Landfill 402,080 (157,658) 244,422 Transfer 381,935 (184,738) 197,197 Recycling 69,163 (2,358) 66,805 E&P 178,117 (8,282) 169,835 Other 43,934 (592) 43,342 Total $ 2,766,014 $ (358,959) $ 2,407,055 Six Months Ended June 30, 2026 Intercompany Reported Revenue Elimination Revenue Commercial $ 1,546,094 $ (2,464) $ 1,543,630 Residential 1,219,808 (78) 1,219,730 Industrial and con …

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10. SEGMENT REPORTING The Companys revenues are generated primarily from the collection, transfer, recycling and disposal of non-hazardous solid waste and the treatment, recovery and disposal of non-hazardous E&P waste. No single contract or customer accounted for more than 10% of the Companys 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. The Companys 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 Companys Chief Operating Decision Maker (CODM) is the Companys 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). Segment EBITDA is not a measure of operating income, operating performance or liquid …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

16. SHAREHOLDERS EQUITY Share-Based Compensation 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: Unvested Shares Outstanding at December 31, 2025 871,272 Granted 435,780 Forfeited (35,925) Vested and issued (328,939) Outstanding at June 30, 2026 942,188 The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the six-month period ended June 30, 2026 was $156.62. Recipients of the Companys RSUs who participate in the Companys 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. Performance-Based Restricted Share Units A summary of activity related to performance-based restricted share units (PSUs) during the six-month period ended June 30, 2026, is presented below: Unvested Shares Outstanding at December 31, 2025 211,283 Granted 114,839 Forfeited (951) Vested and issued (100,737) Outstanding at June 30, 2026 224,434 During the six months ended June 30, 2026, the Companys Compensation C …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

18 . SUBSEQUENT EVENTS On July 21, 2026, the Companys 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 Companys 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 Companys 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. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing