GFL selling shareholders arrange secondary offering

Executive Summary

• GFL Environmental Inc. announces a secondary offering of 16,611,295 subordinate voting shares by selling shareholders (BCEC‑GFL Borrower (Cayman) LP, Ontario Teachers’ Pension Plan Board, GFL Borrower II (Cayman) LP, and affiliates of HPS Investment Partners LLC).
• The company will not receive any proceeds from the sale; the shares are being resold by the selling shareholders through underwriters RBC Capital Markets LLC (U.S.) and RBC Dominion Securities Inc. (Canada).
• A prospectus supplement to GFL’s short‑form base shelf prospectus will be filed with the SEC and made available on SEDAR+ around November 24, 2025.

Key Details

• Shares Offered: 16,611,295 subordinate voting shares.
• Selling Shareholders: BCEC‑GFL Borrower (Cayman) LP, Ontario Teachers’ Pension Plan Board, GFL Borrower II (Cayman) LP, and entities affiliated with HPS Investment Partners LLC.
• Underwriters: RBC Capital Markets LLC (U.S.) and RBC Dominion Securities Inc. (Canada).
• Proceeds: No proceeds will be received by GFL Environmental Inc.; the transaction is a resale by existing shareholders.
• Regulatory Filings:
• Form F‑10 registration statement filed with the SEC.
• Prospectus supplement to be filed in accordance with the Canada–U.S. multijurisdictional disclosure system.
• Availability of Documents:
• Base shelf prospectus and forthcoming prospectus supplement will be accessible on SEDAR+ (approximately Nov 24, 2025).
• Copies can also be requested from RBC Capital Markets (New York) or RBC Dominion Securities Inc. (Toronto) via phone or email.
• Investor Notice: Prospective investors are urged to review the base shelf prospectus, the prospectus supplement, and all incorporated documents before making an investment decision.

Notable Quotes

(No direct quotes were provided in the release.)