GFL Environmental Inc. Announces Renewal of Share Repurchase Programs

Rhea-AI Summary

GFL Environmental (NYSE: GFL) renewed a 12-month normal course issuer bid (NCIB) effective March 3, 2026 to March 2, 2027, allowing repurchase of up to 27,396,513 subordinate voting shares (10% of public float as of Feb 18, 2026). Purchases will be conducted on TSX, NYSE, or eligible trading systems and all repurchased shares will be cancelled.

GFL also received exemptive relief from the Ontario Securities Commission permitting purchases of up to 50% of resale offerings from certain underwriters (max 34,657,586 shares) with oversight by an independent special committee.

Positive

• Authorized repurchase of 27,396,513 shares (10% public float)
• OSC exemptive relief allows repurchase of up to 34,657,586 resale shares
• Previously repurchased 18,360,127 shares under 2025 NCIB

Negative

• Daily TSX repurchase limit of 103,153 shares (25% ADTV)
• Repurchases will occur only if market conditions permit

Key Figures

Shares outstanding: 346,575,862 shares NCIB capacity: 27,396,513 shares OSC Order cap: 34,657,586 shares +5 more

8 metrics

Shares outstanding 346,575,862 shares Subordinate voting shares as of February 18, 2026

NCIB capacity 27,396,513 shares Maximum repurchases under new NCIB (10% of Public Float)

OSC Order cap 34,657,586 shares Maximum purchases under OSC exemptive relief (10% of issued and outstanding)

Secondary offering limit 50% of offered shares Portion of shares GFL may buy in any qualifying secondary offering

Daily NCIB limit 103,153 shares 25% of TSX average daily trading volume under TSX rules

TSX average volume 412,615 shares Average daily trading volume Aug 18, 2025–Feb 18, 2026

Prior NCIB authorization 28,046,256 shares Maximum under NCIB from March 3, 2025 to March 2, 2026

Shares repurchased 18,360,127 shares Actual repurchases under the NCIB ending March 2, 2026

Market Reality Check

Price: $43.84 Vol: Volume 1,018,837 is below...

low vol

$43.84 Last Close

Volume Volume 1,018,837 is below the 20-day average of 1,503,698, suggesting no unusual trading activity ahead of this announcement. low

Technical Shares at 43.84 are trading below the 200-day MA of 46.39 and about mid-range between the 52-week high of 52 and low of 40.825.

Peers on Argus

GFL gained 3.71% while key waste peers like WM, CLH, WCN, RSG and CWST also trad...

GFL gained 3.71% while key waste peers like WM, CLH, WCN, RSG and CWST also traded higher (from 0.74% to 2.26%), with GFL outpacing the group, indicating company-specific strength on top of a constructive sector backdrop.

Previous Buybacks Reports

3 past events · Latest: Apr 24 (Positive)

Same Type Pattern 3 events

Date	Event	Sentiment	Move	Catalyst
Apr 24	NCIB resumption	Positive	+1.5%	TSX approval to resume NCIB with capacity for 28M share repurchases.
Mar 25	Direct buyback deal	Positive	-0.6%	Direct repurchase of 17.05M shares from BC Partners and planned secondary buyback.
Feb 27	NCIB commencement	Positive	-3.0%	Launch of NCIB allocating $2.25B sale proceeds to share repurchases.

Pattern Detected

Buyback-related news has produced mixed reactions, with one positive move and two declines despite increased repurchase capacity.

Recent Company History

This announcement continues GFL’s active capital return strategy. Prior buyback updates on Feb 27, 2025, Mar 25, 2025 and Apr 24, 2025 established and expanded NCIB capacity and direct repurchases, including large transactions with BC Partners and exemptive relief from the Ontario Securities Commission. Those earlier events allowed up to 28,046,256 shares under the NCIB and sizeable off-market repurchases. Market reactions ranged from a -2.98% decline to a +1.54% gain, underscoring that substantial buyback authorizations have not always translated into immediate price strength.

Historical Comparison

-0.7% avg move · Past buyback announcements (3 events, average move -0.67%) often saw muted to negative reactions, so...

buybacks

-0.7%

Average Historical Move buybacks

Past buyback announcements (3 events, average move -0.67%) often saw muted to negative reactions, so any strong positive move on this renewal would stand out versus history.

The company has moved from initiating a substantial NCIB in early 2025 to executing large direct and secondary repurchases, and now renewing the program with continued OSC relief to repurchase shares in secondary offerings.

Market Pulse Summary

This announcement renews GFL’s NCIB and supplements it with an OSC Order allowing repurchases of up ...

Analysis

This announcement renews GFL’s NCIB and supplements it with an OSC Order allowing repurchases of up to 34,657,586 shares in secondary offerings, separate from the 27,396,513-share NCIB limit. It follows a year in which GFL repurchased 18,360,127 shares under the prior NCIB. Investors may track how much of this capacity is actually used, the pace of daily purchases relative to the 103,153-share limit, and how these actions interact with leverage and growth plans.

Key Terms

normal course issuer bid, subordinate voting shares, public float, exemptive relief, +3 more

7 terms

normal course issuer bid financial

"has accepted the Company's notice of intention to renew a normal course issuer bid"

A Normal Course Issuer Bid is when a company buys back its own shares from the stock market over time. This usually shows that the company believes its stock is undervalued and wants to support its price, which can be important for investors to watch.

subordinate voting shares financial

"The NCIB only relates to subordinate voting shares, of which GFL had 346,575,862"

Subordinate voting shares are a type of company stock that typically carry fewer voting rights than regular shares, meaning holders have less influence over company decisions. They are often used to raise capital while allowing founders or main shareholders to retain control. For investors, understanding the difference helps assess their level of influence in company decisions and the potential risks or benefits of holding different types of shares.

public float financial

"representing 10% of the public float (the "Public Float") determined in accordance"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

exemptive relief regulatory

"it has received exemptive relief (the "Order") from the Ontario Securities Commission"

Exemptive relief is a formal permission from a financial regulator that allows a company or fund to be temporarily or permanently excused from following a specific rule or requirement. It matters to investors because it can change how a business operates, affect the timing and cost of transactions, and alter regulatory risk—think of it like a temporary permit that lets a shop operate under different rules while still staying legal.

secondary offering financial

"repurchase Shares from underwriters in Ontario of any secondary offering undertaken"

A secondary offering is when a company sells new shares of its stock to the public after its initial sale. This allows existing shareholders or the company itself to raise additional money. For investors, it can impact the stock’s price by increasing the total number of shares available, which may influence the stock’s value and how the market perceives the company’s financial health.

automatic share purchase plan financial

"Purchases under the NCIB may be made by means of open market transactions, including through an automatic share purchase plan"

An automatic share purchase plan is a pre-arranged agreement that allows investors to buy a set amount of a company's shares at regular intervals without needing to make individual decisions each time. It helps investors steadily build their holdings over time, much like setting a recurring deposit into a savings account, making investing more disciplined and less influenced by short-term market fluctuations.

average daily trading volume technical

"repurchases would be limited to a maximum of 103,153 subordinate voting shares, which represents 25% of the average daily trading volume"

The average daily trading volume is the typical number of shares or units of a security that change hands each trading day, calculated over a set period. It tells investors how active a market is—like average traffic on a road—so higher volume usually means easier, faster trades and smaller price swings when buying or selling, while low volume can make orders harder to fill and cause bigger price moves.

AI-generated analysis. Not financial advice.

MIAMI BEACH, FL, Feb. 27, 2026 /PRNewswire/ - GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) ("GFL" or the "Company") today announced that the Toronto Stock Exchange ("TSX") has accepted the Company's notice of intention to renew a normal course issuer bid (the "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 and the New York Stock Exchange ("NYSE") 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 February 18, 2026. Under the NCIB, a maximum of 27,396,513 subordinate voting shares ("Shares") (representing 10% of the public float (the "Public Float") determined in accordance with TSX requirements as at February 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 (the "Order") 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 Order permits GFL to purchase up to 50% of the Shares offered for resale pursuant to any such offering, subject to a maximum of 34,657,586 Shares, representing 10% 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 at www.sedarplus.ca.

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, which represents 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 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 February 26, 2025, GFL is 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 decision, 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. A copy of the decision from the OSC has been previously filed under GFL's SEDAR+ profile at www.sedarplus.ca.

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 in accordance with TSX requirements as at February 18, 2025. 18,360,127 subordinate voting shares were repurchased thereunder.

About GFL

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.

Cautionary Note Regarding Forward-Looking Statements 

This release includes certain "forward-looking statements", including statements relating to the NCIB and the intended purchase for cancellation of subordinate voting shares of the Company thereunder, the methods by which any such purchases will be made, statements about the Company's beliefs and expectations, and the timing of any of the foregoing. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding future events and operating performance. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by GFL as of the date of this release, are subject to inherent uncertainties, risks, changes in circumstances, and other important factors that may cause actual results to differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, the factors described in the "Risk Factors" section of GFL's annual information form for the 2025 fiscal year filed on Form 40-F and GFL's other periodic filings with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. These factors are not intended to represent a complete list of the factors that could affect GFL. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release. GFL undertakes no obligation to publicly update any forward-looking statement, except as required by applicable securities laws. Purchases made under the NCIB or Order will be subject to various factors, including GFL's capital and liquidity positions, debt covenant restrictions, accounting and regulatory considerations, GFL's financial and operational performance, alternative uses of capital, the trading price of GFL's subordinate voting shares and general market conditions. The NCIB and Order do not obligate GFL to acquire a specific dollar amount or number of shares and may be extended, modified, or discontinued at any time at the Company's discretion.

For more information:

Patrick Dovigi
+1 905 326-0101
pdovigi@gflenv.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/gfl-environmental-inc-announces-renewal-of-share-repurchase-programs-302699551.html

SOURCE GFL Environmental Inc.

FAQ

What is the size and term of GFL's NCIB announced February 27, 2026 (GFL)?

The NCIB runs from March 3, 2026 to March 2, 2027 and allows repurchase of up to 27,396,513 shares. According to the company, that amount represents 10% of the public float determined as of February 18, 2026.

How many shares may GFL repurchase under the OSC exemptive Order announced February 27, 2026 (GFL)?

The Order permits purchases of up to 50% of resale offerings, subject to a 34,657,586 share maximum. According to the company, the Order represents 10% of issued and outstanding shares and expires 12 months from the release date.

Will shares bought under the OSC Order reduce GFL's NCIB capacity (GFL)?

No, purchases under the OSC Order do not reduce the NCIB maximum and vice versa. According to the company, each program's limits are independent and cumulative when determining repurchase activity.

What trading limits apply to GFL's daily repurchases on the TSX under the NCIB (GFL)?

Daily repurchases on the TSX are limited to 103,153 subordinate voting shares, equal to 25% of the ADTV used. According to the company, ADTV was 412,615 shares for the Aug 18, 2025–Feb 18, 2026 period.

How many shares did GFL repurchase under its prior NCIB ending March 2, 2026 (GFL)?

Under the NCIB that began March 3, 2025, GFL repurchased 18,360,127 subordinate voting shares. According to the company, that prior authorization allowed up to 28,046,256 shares (10% public float as of Feb 18, 2025).

Who will oversee purchases made under the OSC exemptive Order for GFL resale offerings (GFL)?

A special committee of independent directors will oversee any purchases made under the Order to ensure they are in the company's best interests. According to the company, this committee will review discount purchases tied to resale offering announcements.