tm267178-1_424b5 - none

424B5 1 tm267178-1_424b5.htm 424B5 tm267178-1_424b5 - none - 7.7473489s

The information in this preliminary prospectus supplement is not complete and may be changed. This prospectus supplement and the accompanying base prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state or any other jurisdiction where the offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-282813

Subject to Completion,
Preliminary Prospectus Supplement dated March 5, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT
(To prospectus dated October 24, 2024)

[MISSING IMAGE: lg_wasteconnection-pn.jpg]

Waste Connections, Inc.

% Senior Notes due

We are offering $ aggregate principal amount of % Senior Notes due (the “Notes”). We will pay interest on the Notes on and of each year, beginning , 2026. The Notes will mature on , .

We may redeem some or all of the Notes at any time at the applicable redemption price described in this prospectus supplement. We also have the right to redeem all of the Notes if, at any time, certain changes in law require us to make additional payments with respect to taxes withheld from payments on the Notes. See “Description of Notes — Optional Redemption.”

If a change of control triggering event as described in this prospectus supplement occurs, we will be required, subject to certain exceptions, to make an offer to each holder of Notes to purchase all or any part of that holder’s Notes for cash at a purchase price equal to 101% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest, if any, on those Notes to, but excluding, the purchase date. See “Description of Notes — Change of Control Triggering Event.”

The Notes will be our senior, unsecured obligations and will rank equally in right of payment with all of our existing and future senior, unsecured indebtedness and will rank senior in right of payment to any future indebtedness that we incur that is expressly subordinated to the Notes. The Notes will be effectively subordinated to any future secured indebtedness that we incur to the extent of the value of the collateral securing such indebtedness. In addition, the Notes will be structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, of our subsidiaries.

Investing in the Notes involves risks. You should read carefully the entire accompanying base prospectus and this prospectus supplement and the documents incorporated by reference herein and therein, including the section entitled “Risk Factors” beginning on page S-7 of this prospectus supplement.

Per
Note

Total
Notes

Notes

Price to public(1)

Underwriting discount(2)

Proceeds, before expenses, to us(1)

(1)

Plus accrued interest from , 2026, if settlement occurs after that date.

(2)

For additional underwriting compensation information, please see “Underwriting (Conflicts of Interest).”

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Notes are a new issue of securities with no established trading market. We do not intend to list the Notes on any securities exchange.

The Notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company (“DTC”) for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about , 2026.

Joint Book-Running Managers

BofA Securities

J.P. Morgan

PNC Capital Markets LLC

Truist Securities

The date of this prospectus supplement is , 2026

	FORWARD-LOOKING STATEMENTS					S-1
	SUMMARY					S-2
	THE OFFERING					S-3
	SUMMARY FINANCIAL DATA					S-5
	RISK FACTORS					S-7
	USE OF PROCEEDS					S-11
	CAPITALIZATION					S-12
	DESCRIPTION OF NOTES					S-13
	CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS					S-25
	CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS					S-28
	CERTAIN ERISA CONSIDERATIONS					S-29
	UNDERWRITING (CONFLICTS OF INTEREST)					S-31
	ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS					S-37
	LEGAL MATTERS					S-38
	EXPERTS					S-38
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					S-38
	WHERE YOU CAN FIND MORE INFORMATION					S-39

	ABOUT THIS PROSPECTUS					1
	FORWARD-LOOKING STATEMENTS					1
	WASTE CONNECTIONS, INC.					2
	RISK FACTORS					3
	USE OF PROCEEDS					3
	DESCRIPTION OF DEBT SECURITIES					3
	GLOBAL SECURITIES					10
	PLAN OF DISTRIBUTION					12
	LEGAL MATTERS					12
	EXPERTS					12
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					12
	WHERE YOU CAN FIND MORE INFORMATION					13

	Years Ended December 31,
	2025			2024			2023
	(audited) (in thousands of U.S. dollars)
STATEMENT OF OPERATIONS DATA:
Revenues		$	9,466,915		$	8,919,591		$	8,021,951
Operating expenses:
Cost of operations			5,455,382			5,191,706			4,744,513
Selling, general and administrative			959,544			883,445			799,119
Depreciation			1,030,565			974,001			845,638
Amortization of intangibles			201,541			189,768			157,573
Impairments and other operating items			109,709			613,012			238,796
Operating income			1,710,174			1,067,659			1,236,312
Interest expense			(334,551)			(326,804)			(274,642)
Interest income			12,139			11,607			9,350
Other income (expense), net			30,154			10,471			12,481
Income before income tax provision			1,417,916			762,933			983,501
Income tax provision			341,359			(146,363)			(220,675)
Net income			1,076,557			616,570			762,826
Plus (less): Net loss (income) attributable to noncontrolling interests			—			1,003			(26)
Net income (loss) attributable to Waste Connections		$	1,076,557		$	617,573		$	762,800

	As of December 31,
	2025			2024			2023
	(audited) (in thousands of U.S. dollars)
BALANCE SHEET DATA:
Cash and equivalents		$	45,968		$	62,366		$	78,399
Working capital surplus (deficit)			(812,698)			(651,922)			(546,147)
Property and equipment, net			8,733,327			8,035,929			7,228,331
Total assets			21,129,363			19,817,809			17,915,876
Long-term debt and notes payable			8,811,104			8,072,928			6,724,771
Total equity			8,245,381			7,860,354			7,697,781

	As of December 31, 2025
	Actual			As Adjusted
	(in thousands of U.S. dollars)
Cash and equivalents		$	45,968
Long-term debt and notes payable:
Revolving Credit Facility(1)			2,381,646
Existing senior notes			6,464,800		6,464,800
Notes offered hereby			—
Notes payable to sellers and other third parties, finance leases			42,393		42,393
Total long-term debt and notes payable			8,888,839		8,888,839
Equity:
Common shares			2,783,431		2,783,431
Additional paid-in-capital			373,239		373,239
Accumulated other comprehensive loss			(111,044)		(111,044)
Retained earnings			5,199,755		5,199,755
Total Waste Connections’ equity			8,245,381		8,245,381
Noncontrolling interest in subsidiaries			—		—
Total equity			8,245,381		8,245,381
Total capitalization			17,134,220		17,134,220

Underwriter	Principal amount of Notes
BofA Securities, Inc.		$
J.P. Morgan Securities LLC
PNC Capital Markets LLC
Truist Securities, Inc.
Total		$

			Paid by us
Per note					%

SEC Form 424B5 filed by Waste Connections Inc.