WCN Waste Connections, Inc. - 8-K

Item 1.01.

Entry into a Material Definitive Agreement.

On
March 5, 2026, Waste Connections, Inc. (“Waste Connections” or the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and
Truist Securities, Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”),
relating to the public offering (the “Offering”) by Waste Connections of $600 million aggregate principal amount of its
4.800% Senior Notes due 2036
(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 the Prospectus Supplement, dated March 5, 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 March 5, 2026.

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 7.01.

Regulation FD Disclosure.

On
March 5, 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
March 5, 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.

Item 9.01.

Financial Statements and Exhibits.

The following exhibits are being filed herewith:

Exhibit

Number

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.

99.1

Press Release, dated March 5, 2026, announcing the launch of the Offering.

99.2

Press Release, dated March 5, 2026, announcing the pricing of the Offering.

104

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