On March 25, 2025, GFL Environmental Inc. announced a secondary offering of 18,887,723 subordinate voting shares, expected to raise gross proceeds of approximately US$900 million (C$1.22 billion). The shares were priced at US$47.65 (C$64.55) each, with anticipated net proceeds of approximately US$895.3 million (C$1.21 billion) to the selling shareholders after underwriting discounts. GFL will not receive any proceeds from the transaction. The offering is being made concurrently in Canada and the United States under the multijurisdictional disclosure system (MJDS).

The selling shareholders include Ontario Teachers’ Pension Plan Board, GFL Borrower II (Cayman) LP, Poole Private Capital, LLC, and entities affiliated with HPS Investment Partners, LLC. As part of the transaction, HPS is converting 3,681,508 Series A Convertible Preferred Shares into 4,197,272 subordinate voting shares to be sold in the offering.

RBC Dominion Securities Inc. and RBC Capital Markets, LLC are acting as the Canadian and U.S. underwriters, respectively. Legal counsel to GFL includes Stikeman Elliott LLP (Canadian law) and Latham & Watkins LLP (U.S. law), while the underwriters are being advised by Davies Ward Phillips & Vineberg LLP (Canadian law) and Davis Polk & Wardwell LLP (U.S. law).

The closing of the offering is expected to occur on or about March 31, 2025, subject to customary conditions. A portion of the proceeds will be used to repay outstanding margin loans.

*Exchange rate used: 1 USD = 1.36 CAD (Bank of Canada, March 25, 2025)