SEC Form FWP filed by Waste Connections Inc.

Waste Connections, Inc.

4.50% Senior Notes due 2029 (the “Notes”)

C$500,000,000

June 14, 2029

4.50%

99.933% of face amount

4.515%

CAN 4.00% due March 1, 2029

C$102.18 and 3.494%

+103 bps versus the Government of Canada Curve (“GoC Curve”).

+102.1 bps versus the Benchmark Bond, which includes a curve adjustment of -0.9 bps.

CAN 4.00% due March 1, 2029 and CAN 3.50% due September 1, 2029

June 14 and December 14, commencing December 14, 2024. The first payment of interest shall be a long first coupon in the amount of C$2.262328768 per C$100.

If not a business day in Toronto then payment of interest will be made on the next business day with no adjustment (Following Business Day Convention).

Actual/365 (fixed) when calculating interest accruals during any partial interest period and 30/360 when calculating amounts due on any other Interest Payment Date (also known as the Actual/Actual Canadian Compound Method)

Optional Redemption:

Redeemable at any time prior to May 14, 2029 (one month prior to their maturity date) (the “Par Call Date”) at a redemption price equal

to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed and (ii) the Canada Yield Price, plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.

“Canada Yield Price” means, in respect of any Notes being redeemed, the price, in respect of the principal amount of the Notes, calculated by the issuer as of the third business day prior to the day notice of redemption is given in respect of such Notes, equal to the sum of the present values of the remaining scheduled payments of interest (not including any portion of the payments of interest accrued as of the date of redemption) and principal on the Notes to be redeemed from the redemption date to the Par Call Date using as a discount rate the sum of the Government of Canada Yield on such business day plus 25.5 basis points.

“Government of Canada Yield” means, on any date, the bid-side yield to maturity on such date as determined by the arithmetic average (rounded to three decimal places) of the yields quoted at 10:00 a.m. (Toronto time) by any two investment dealers in Canada selected by the issuer, assuming semi-annual compounding and calculated in accordance with generally accepted financial practice, which a non-callable Government of Canada bond would carry if issued in Canadian dollars in Canada at 100% of its principal amount on such date with a term to maturity that most closely approximates the remaining term to the Par Call Date.

Redeemable at any time on or after the Par Call Date in an amount equal to the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

T+2; June 13, 2024. Delivery of the Notes is expected to be made against payment for the Notes on June 13, 2024, which will be the second business day following the date hereof (this settlement cycle being referred to as “T+2”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to one business day before delivery will be required, by virtue of the fact that the Notes initially will settle in T+2, to specify alternate settlement arrangements at the time of any such trade to prevent a failed settlement and should consult their own advisers.

CDS Clearing and Depository Services Inc./Book-Entry (Global Debenture)

Waste Connections, Inc. intends to use the proceeds of the offering of the Notes to repay a portion of the CAD-denominated borrowings outstanding under the Revolving Credit Agreement.

The distribution of the Notes is being made on a private placement basis to purchasers in each of the provinces of Canada (the “Offering Jurisdictions”) under a Canadian offering memorandum dated June 11, 2024 (the “Canadian Offering Memorandum”), which will include the base prospectus dated September 1, 2021, and a preliminary prospectus supplement, dated June 11, 2024. The distribution will be made in reliance on statutory exemptions from the prospectus requirements of Canadian securities laws applicable in each of the Offering Jurisdictions and, in particular, the Notes will only be sold in the Offering Jurisdictions pursuant to the “accredited investor exemption” (as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or as contemplated by Section 73.3 of the Securities Act (Ontario)) to purchasers that are “accredited investors” (as such term is defined in NI 45-106 or Section 73.3(1) of the Securities Act (Ontario), as applicable), who purchase the Notes as principal (or are deemed to be purchasing as principal) and that are not individuals unless they are also “permitted clients” (as such term is defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations).

The distribution of the Notes is being made pursuant to registration with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended.

Resale of the Notes in Canada must be made in accordance with applicable Canadian securities laws which may require resales to be made in accordance with prospectus and dealer registration requirements or exemptions from the prospectus and dealer registration requirements. Canadian purchasers are advised to seek legal advice prior to any resale of the Notes, both within and outside of Canada.

Unless otherwise permitted under Canadian securities legislation, a holder of Notes must not trade the Notes before the date that is four months and a day after the distribution date of the Notes.

C$2,000 and integral multiples of C$1,000 in excess thereof.

New York

94106BAH4

CA94106BAH48

Baa1 (Positive) / BBB+ (Stable) / A- (Stable)

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