Waste Connections美股招股说明书(2026-07-29版)

We may redeem some or all of the Notes of a series at any time at the applicable redemption price described in this prospectus supplement. Wealso have the right to redeem all of the Notes of a series if, at any time, certain changes in law require us to make additional payments with respect totaxes withheld from payments on the Notes of such series. 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, tomake 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 principalamount of the Notes to be purchased, plus accrued and unpaid interest, if any, on those Notes to, but excluding, the purchase date. See “Description ofNotes — 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, unsecuredindebtedness and will rank senior in right of payment to any future indebtedness that we incur that is expressly subordinated to the Notes. The Noteswill 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 oursubsidiaries. Investing in the Notes involves risks. You should read carefully the entire accompanying base prospectus and this prospectus supplement and thedocuments incorporated by reference herein and therein, including the section entitled “Risk Factors” beginning on pageS-9of this prospectussupplement. (1)(2)Plus accrued interest from August 4, 2026, if settlement occurs after that date.For additional underwriting compensation information, 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 ordetermined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The Notes are new issues of securities with no established trading markets. We do not intend to list the Notes on any securities exchange. The Notes will be ready for delivery in book-entry form on or about August 4, 2026 through the facilities of CDS Clearing and DepositoryServices Inc. (“CDS”) for the accounts of its participants. Investors in a series of Notes may hold their Notes through Euroclear Bank S.A./N.V., asoperator of the Euroclear System, and Clearstream Banking,société anonyme. CIBC Capital Markets TD Securities Mizuho J.P. Morgan TABLE OF CONTENTS Prospectus Supplement FORWARD-LOOKING STATEMENTSS-ivSUMMARYS-1THE OFFERINGS-2SUMMARY FINANCIAL DATAS-6RISK FACTORSS-9USE OF PROCEEDSS-14CAPITALIZATIONS-15DESCRIPTION OF NOTESS-16CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONSS-33CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONSS-37CERTAIN ERISA CONSIDERATIONSS-38UNDERWRITING (CONFLICTS OF INTEREST)S-40ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONSS-46LEGAL MATTERSS-47EXPERTSS-48INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-49WHERE YOU CAN FIND MORE INFORMATIONS-50 ABOUT THIS PROSPECTUS1FORWARD-LOOKING STATEMENTS1WASTE CONNECTIONS, INC.2RISK FACTORS3USE OF PROCEEDS3DESCRIPTION OF DEBT SECURITIES3GLOBAL SECURITIES10PLAN OF DISTRIBUTION12LEGAL MATTERS12EXPERTS12INCORPORATION OF CERTAIN INFORMATION BY REFERENCE12WHERE YOU CAN FIND MORE INFORMATION13 This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering of Notes. The second part is the accompanying base prospectus, which gives moregeneral information, some of which may not apply to this offering of Notes. Generally, when we refer onlyto the “prospectus,” we are referring to both parts combined. If the information about the Notes offeringvaries between this prospectus supplement and the accompanying base prospectus, you should rely on theinformation in this prospectus supplement. It is important for you to read and consider all information contained in this prospectus supplement andthe accompanying base prospectus in making your investment decision. You should also read and considerthe information contained in the documents identified under the heading “Incorporation of CertainInformation by Reference” in this prospectus. We have not, and the underwriters have not, authorized any dealer or other person to give any informationor to make any representation other than those contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus. This prospectus supplement and the accompanying baseprospectus do not constitute an offer to sell or the solicitation of an