Mr. Patrick Dovigi reports
GFL ENVIRONMENTAL INC. ANNOUNCES RENEWAL OF SHARE REPURCHASE PROGRAMS
The Toronto Stock Exchange has accepted GFL Environmental Inc.'s notice of intention to renew a normal course issuer bid (NCIB) for the 12-month period commencing on March 3, 2026, and ending no later than March 2, 2027. The NCIB will be conducted through the facilities of the TSX, the New York Stock Exchange, or alternative Canadian and U.S. trading systems, if eligible.
The NCIB only relates to subordinate voting shares, of which GFL had 346,575,862 subordinate voting shares issued and outstanding as of Feb. 18, 2026. Under the NCIB, a maximum of 27,396,513 subordinate voting shares (representing 10 per cent of the public float determined in accordance with TSX requirements as at Feb. 18, 2026) may be repurchased by GFL. All shares repurchased by GFL under the NCIB will be cancelled.
GFL also announced today that it has received exemptive relief from the Ontario Securities Commission (OSC) permitting it to repurchase shares from underwriters in Ontario of any secondary offering undertaken pursuant to registration rights held by certain shareholders (including B.C. Partners Advisors LP, Ontario Teachers' Pension Plan Board, GFL Borrower II (Cayman) LP, Poole Private Capital LLC, and affiliates of funds advised or managed by HPS Investment Partners LLC).
The order permits GFL to purchase up to 50 per cent of the shares offered for resale pursuant to any such offering, subject to a maximum of 34,657,586 shares, representing 10 per cent of its current issued and outstanding shares. The order will expire 12 months from the date of this news release. A special committee of independent directors of the company will oversee any purchases made in reliance on the order to ensure such purchases, when made, are in the best interests of the company. All such purchases will be at a discount to the closing price of the shares on the TSX and NYSE on the date the associated offering is first announced.
Any shares purchased by GFL pursuant to the order will not reduce the maximum number of shares available for purchase under the NCIB, and any shares purchased by GFL pursuant to the NCIB will not reduce the maximum number of shares available for purchase under the order.
GFL will continue to be opportunistic in its approach to repurchasing shares, whether pursuant to the NCIB, the order or other means permitted by law, in each case, subject to market conditions and other factors.
A copy of the decision document of the OSC has been filed under GFL's SEDAR+ profile.
Details of NCIB
Purchases under the NCIB may be made by means of open-market transactions, including through an automatic share purchase plan, privately negotiated transactions or such other means as a securities regulatory authority may permit. In accordance with TSX rules, any daily repurchases would be limited to a maximum of 103,153 subordinate voting shares, representing 25 per cent of the average daily trading volume on the TSX of 412,615 subordinate voting shares for the period from Aug. 18, 2025, to Feb. 18, 2026. The TSX rules also allow the company to purchase, once a week, a block of subordinate voting shares not owned by any insiders, which may exceed such daily limit. The specific method, timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations.
Pursuant to exemptive relief previously granted by the OSC to the company on Feb. 26, 2025, GFL is allowed to purchase up to 10 per cent of its public float through the facilities of the NYSE and other U.S.-based trading systems as part of any NCIB implemented in the 36 months following the date of the decision and is therefore not limited on such trading platforms to purchasing 5 per cent of its outstanding subordinate voting shares at the beginning of any 12-month period as Canadian securities laws would otherwise provide. A copy of the decision from the OSC has been previously filed under GFL's SEDAR+ profile.
Under GFL's NCIB for the 12-month period that began on March 3, 2025, and is ending on March 2, 2026, GFL was authorized to repurchase up to 28,046,256 subordinate voting shares, or 10 per cent of its public float determined in accordance with TSX requirements as at Feb. 18, 2025. The company repurchased 18,360,127 subordinate voting shares thereunder.
About GFL Environmental Inc.
GFL is the fourth-largest diversified environmental services company in North America, providing comprehensive solid-waste management services from its platform of facilities throughout Canada and 18 U.S. states. GFL has a work force of more than 15,000 employees across its organization.
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