BRP selling shareholder closes $185M secondary offering

Executive Summary

• BRP Inc. and its principal shareholder, Bain Capital Integral Investors II LP, announced the closing of a previously announced bought deal secondary offering.
• Bain Capital sold 1.85 million subordinate voting shares at $100 per share, generating total gross proceeds of $185 million.
• All net proceeds were paid directly to the selling shareholder; BRP Inc. did not receive any proceeds from the transaction.

Key Details

• Transaction Structure: Bought deal secondary offering pursuant to a prospectus supplement dated Dec. 18, 2025, to the company's short form base shelf prospectus dated March 26, 2025.
• Shares Sold: 1.85 million subordinate voting shares.
• Price: $100 per subordinate voting share.
• Gross Proceeds: $185 million.
• Proceeds Allocation: 100% to the selling shareholder (Bain Capital); $0 to BRP Inc.
• Underwriter: RBC Capital Markets.
• Over allotment: No overallotment option was granted.
• Regulatory Filings: Filed with securities regulatory authorities in all Canadian provinces/territories and with the U.S. SEC as part of an effective registration statement on Form F-10 under the U.S./Canada multijurisdictional disclosure system.
• Post-Closing Ownership: Following the closing (excluding expected charitable gifting contributions), Bain and its affiliates hold 8,603,493 multiple voting shares.
• Ownership Percentage: Represents approximately 11.72% of issued and outstanding shares and approximately 20.73% of the voting power attached to all shares.
• Ticker Symbol: DOO (listed on Toronto Stock Exchange and Nasdaq Global Select Market).

Notable Quotes

• None provided in the text.