MIAMI BEACH, FL — February 27, 2026 — Leads & Copy — GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) has announced the Toronto Stock Exchange’s acceptance of the company’s intention to renew a normal course issuer bid (NCIB) for the 12-month period starting March 3, 2026, and ending no later than March 2, 2027.
The NCIB will be executed through the facilities of the TSX and the New York Stock Exchange (NYSE) or alternative Canadian and U.S. trading systems, if eligible.
The NCIB pertains only to subordinate voting shares, of which GFL had 346,575,862 issued and outstanding as of February 18, 2026. Under the NCIB, GFL may repurchase a maximum of 27,396,513 subordinate voting shares, representing 10% of the public float, determined per TSX requirements as of February 18, 2026. All shares repurchased will be canceled.
GFL also announced 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 BC Partners Advisors L.P., 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 OSC order allows GFL to purchase up to 50% of the shares offered for resale, up to a maximum of 34,657,586 shares, representing 10% of its current issued and outstanding shares. The order expires 12 months from the date of the announcement. A special committee of independent directors will oversee any purchases made in reliance on the order to ensure they 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.
Shares purchased under the OSC order will not reduce the maximum number of shares available for purchase under the NCIB, and vice versa.
GFL will continue to be opportunistic in its approach to repurchasing shares, whether under the NCIB, the OSC order, or other legally permitted means, subject to market conditions and other factors.
The OSC’s decision document has been filed under GFL’s SEDAR+ profile at www.sedarplus.ca.
Purchases under the NCIB may be made through open market transactions, including through an automatic share purchase plan, privately negotiated transactions, or other means permitted by a securities regulatory authority. TSX rules limit daily repurchases to a maximum of 103,153 subordinate voting shares, representing 25% of the average daily trading volume on the TSX of 412,615 subordinate voting shares for the period from August 18, 2025, to February 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 the 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.
GFL is also allowed to purchase up to 10% 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 OSC decision on February 26, 2025 and is therefore not limited on such trading platforms to purchasing 5% of its outstanding subordinate voting shares at the beginning of any 12-month period as Canadian securities laws would otherwise provide.
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% of its public float determined per TSX requirements as of February 18, 2025. 18,360,127 subordinate voting shares were repurchased.
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 workforce of more than 15,000 employees across its organization.
Source: GFL Environmental Inc.
