Waste Connections, Inc.

For the period ended May 15, 2026. Filed Apr 2, 2026.

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May 15, 2026 · Filed Apr 2, 2026

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WCN$189.07-1.4%Stored close · as of Nov 6, 2026

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Contents

CD&A Appendix

CD&A Appendix —Calculation of Actual Results for 2023 PSU Financial Performance Measures

As discussed above, the 2023 PSUs were subject to a three-year performance period that ended December 31, 2025, with calculations made annually and prorated for the purpose of determining target achievement. The financial performance measures for the 2023 PSUs included: (i) adjusted free cash flow(1) per share growth, and (ii) absolute improvement in ROIC. The calculation of our results for 2022 through 2025 for the adjusted free cash flow measure (including a reconciliation of adjusted free cash flow to net cash provided by operating activities) and the ROIC improvement measure are listed below.

ADJUSTED FREE CASH FLOW PER SHARE MEASURE (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


Net cash provided by operating activities	$2,022.5	$2,126.8	$2,228.9	$2,414.1
Less: Change in book overdraft	(1.1)	(0.8)	(0.2)	—
Plus: Proceeds from disposal of assets	30.7	31.6	7.9	10.1
Less: Capital expenditures for property and equipment(2)	(912.7)	(893.9)	(996.0)	(1,078.4)
Adjustments:
Payment of contingent consideration recorded in earnings	3.0	—	35.0	0.4
Cash received for divestitures	(5.7)	(6.2)	—	—
Transaction-related expenses	30.8	5.5	11.4	15.1
Pre-existing Progressive Waste share-based grants	0.3	1.3	1.2	—
Executive separation costs	—	1.7	1.7	2.1
Tax Effect	(3.0)	(1.8)	(12.4)	(3.4)
Adjusted Free Cash Flow	$1,164.8	$1,264.2	$1,277.5	$1,360.1
Diluted shares outstanding as of year-end	258.0	258.1	258.7	258.0
Adjusted free cash flow per share(3)	$4.51	$4.89	$4.94	$5.27

RETURN ON INVESTED CAPITAL MEASURE (IN MILLIONS, EXCEPT PERCENTAGES)


Adjusted EBITDA(4)		$2,220.7			$2,523.0		$2,901.9	$3,124.6
Less: depreciation		(763.3)			(845.6)		(974.0)	1,030.6
Less: taxes(5)		(295.8)			(375.7)		(429.5)	504.0
Tax-effected EBITA		1,161.5			1,301.6		1,498.3	1,590.0
Average total capital(6)		$12,611.9			$14,047.1		$15,004.0	$16,289.3
Return on invested capital(7)	9.21%		9.27%	9.99%		9.76%

(1)

Non-GAAP measure.

(2)

Adjusted for capital expenditures associated with renewable natural gas projects.

(3)

Adjusted free cash flow per share measure defined as adjusted free cash flow divided by total diluted shares outstanding for each of the years during the three-year period ended December 31, 2025, as adjusted.

(4)

Non-GAAP measure, as reconciled in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2024 and 2025.

(5)

Reflects effective tax rates for the applicable full-year periods, as adjusted.

(6)

Average total capital defined during each period as the average outstanding debt less cash plus equity, adjusted to reflect the timing of incremental debt associated with acquisitions late in the year. Outstanding debt includes long-term debt and current year debt, and cash includes restricted cash.

(7)

Return on Invested Capital measure defined as tax-effected EBITA divided by average total capital.

58 2026 Proxy • Waste Connections, Inc.

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