Waste Connections, Inc.

Regulatory Filings • Jul 30, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 24, 2025

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Waste Connections, Inc.

(Exact name of registrant as specified in its charter)

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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.)

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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 |

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))

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. ¨

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 24, 2025, Waste Connections, Inc. (the “ Company ”) announced the retirement of Darrell W. Chambliss from the position of Executive Vice President and Chief Operating Officer of the Company, a position he has held since 2003. In connection with the transition of his responsibilities, Mr. Chambliss will assume a new role as Senior Advisor. In relation to this new role, on July 28, 2025, Mr. Chambliss entered into a new letter agreement with Waste Connections US, Inc. (the “ Chambliss Letter Agreement ”) under that certain Separation Benefits Plan, as amended ‎and restated July 26, 2022 (the “ Plan ”), providing that Mr. Chambliss’ annual base salary will be $50,000, without eligibility for future bonus or equity awards. The Company anticipates appointing Mr. Chambliss’ successor in due course.

The foregoing description of the Chambliss Letter Agreement is qualified in its entirety by reference to the full text of the Chambliss Letter Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan, which can be found as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada on August 3, 2022.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit.

10.1 Separation Benefits Plan Participation Letter Agreement by and between Waste Connections US, Inc. and Darrell Chambliss, effective July 28, 2025.

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

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SIGNATURES

Pursuant to the requirements of the U.S. 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: July 30, 2025
BY:	/s/ Patrick J. Shea
	Patrick J. Shea
	Executive Vice President, General Counsel and Secretary

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