Mr. Stephen King reports

NFI ANNOUNCES PRICING OF $600 MILLION SECOND LIEN NOTES OFFERING

NFI Group Inc.'s subsidiary, New Flyer Holdings Inc., has entered into a binding purchase agreement with a syndicate of initial purchasers and priced its previously announced private offering of senior secured notes. The company has agreed to issue and sell to the initial purchasers $600-million in aggregate principal amount of 9.250 per cent second lien senior secured notes due 2030. All amounts are expressed in U.S. dollars.

The offering is expected to close on June 13, 2025, subject to customary closing conditions.

NFI intends to use the net proceeds from the offering of the notes to repay certain indebtedness under the company's existing credit facilities, including a portion of the amounts outstanding under the first lien senior credit facility (defined below), its existing $180-million second lien credit facility and certain other existing indebtedness, and to pay certain related fees and expenses.

The notes will be fully and unconditionally guaranteed, jointly and severally, on a senior second lien basis by NFI and subsidiaries of NFI that guarantee the company's first lien senior credit facility.

The notes will have semi-annual interest payments commencing Jan. 1, 2026, and a final maturity date of July 1, 2030. On or after July 1, 2027, the issuer may, on one or more occasions, redeem the notes, at its option in whole or in part at a redemption price, plus accrued and unpaid interest, of 104.625 per cent during the 12-month period commencing on July 1, 2027, and at 102.313 per cent during the 12-month period commencing July 1, 2028. The notes can be redeemed at par, plus accrued and unpaid interest from July 1, 2029, onward.

Upon the completion of the notes offering, the company's existing first lien senior credit facility will be automatically extended to May 7, 2029, and the maximum commitments under it will be reduced to $700-million, including a $300-million letter of credit availability. The first lien senior credit facility will be available to be drawn on a revolving basis for general corporate purposes. The minimum liquidity covenant of $50-million under the first lien senior credit facility will no longer apply and certain additional enhancements will become operative.

About NFI Group Inc.

Leveraging 450 years of combined experience, NFI offers a wide range of propulsion agnostic bus and coach platforms, including market-leading electric models. Through its low- and zero-emission buses and coaches, infrastructure, and technology, NFI meets today's urban demands for scalable smart mobility solutions. Together, NFI is enabling more livable cities through connected, clean and sustainable transportation.

With nearly 9,000 team members in 10 countries, NFI is a leading global bus manufacturer of mass mobility solutions under the brands New Flyer (heavy-duty transit buses), MCI (motorcoaches), Alexander Dennis Ltd. (single- and double-deck buses), Plaxton (motorcoaches), Arboc (low-floor cutaway and medium-duty buses) and NFI Parts. NFI currently offers the widest range of sustainable drive systems available, including zero-emission electric (trolley, battery and fuel cell), natural gas, electric hybrid and clean diesel. In total, NFI supports its installed base of over 100,000 buses and coaches around the world. NFI's common shares trade on the Toronto Stock Exchange under the symbol NFI and its convertible unsecured debentures trade on the TSX under the symbol NFI.DB.

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