Bain Capital to sell 1.5M BRP Inc. (DOOO) shares via underwriting

Rhea-AI Filing Summary

BRP Inc. entered into an underwriting agreement on September 10, 2025 with Bain Capital Integral Investors II, L.P. and BMO Nesbitt Burns Inc. covering the sale of 1,500,000 subordinate voting shares of BRP held by the Bain Capital entity. The agreement sets the terms under which BMO Nesbitt Burns Inc. will underwrite and distribute these shares on behalf of the selling shareholder.

A copy of the full underwriting agreement is filed as Exhibit 1.1 and is deemed filed for all purposes under the U.S. securities laws, giving investors access to the detailed conditions governing this secondary share sale.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of September, 2025

Commission File Number: 001-38648

BRP INC.

(Translation of registrant’s name into English)

726 Saint-Joseph Street

Valcourt, Quebec, Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☐   Form 40-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

On September 10, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Bain Capital Integral Investors II, L.P. (the “Selling Shareholder”), and BMO Nesbitt Burns Inc. in connection with the sale of 1,500,000 shares of subordinate voting shares of the Company by the Selling Shareholder.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is a summary of the material terms of such agreement and does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.

EXHIBIT INDEX

Exhibit 1.1 to this report of a Foreign Private Issuer on Form 6-K is deemed filed for all purposes under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

Exhibit  No.		Description
1.1		Underwriting Agreement, dated September 10, 2025, by and among BRP Inc., BMO Nesbitt Burns Inc., and Bain Capital Integral Investors II, L.P.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BRP Inc.
By:		/s/ Martin Langelier
Name:		Martin Langelier
Title:		Chief Legal Officer and Corporate Services

Date: September 11, 2025

FAQ

What does BRP Inc. (DOOO) disclose in this Form 6-K?

BRP Inc. reports that it entered into an underwriting agreement on September 10, 2025 with Bain Capital Integral Investors II, L.P. and BMO Nesbitt Burns Inc. for the underwritten sale of 1,500,000 subordinate voting shares held by the Bain Capital entity.

How many BRP Inc. (DOOO) shares are involved in the Bain Capital sale?

The agreement covers the sale of 1,500,000 subordinate voting shares of BRP Inc., all of which are being sold by Bain Capital Integral Investors II, L.P. as the selling shareholder.

Who is the underwriter for the BRP Inc. (DOOO) share sale?

The shares will be underwritten by BMO Nesbitt Burns Inc. under the underwriting agreement dated September 10, 2025, which governs the distribution of the 1,500,000 subordinate voting shares.

Is BRP Inc. issuing new shares in this 1,500,000 share transaction?

No. The Form 6-K describes a secondary sale in which Bain Capital Integral Investors II, L.P., as the selling shareholder, is selling 1,500,000 existing subordinate voting shares of BRP Inc. pursuant to the underwriting agreement.

Where can investors find the full terms of the BRP Inc. underwriting agreement?

The complete underwriting agreement is included as Exhibit 1.1 and is deemed filed under the U.S. Securities Act of 1933 and the Securities Exchange Act of 1934, allowing investors to review all material terms.

What role does BRP Inc. (DOOO) play in the 1,500,000 share transaction?

BRP Inc. is a party to the underwriting agreement with Bain Capital Integral Investors II, L.P. and BMO Nesbitt Burns Inc., which sets the conditions under which the 1,500,000 subordinate voting shares held by the Bain Capital entity will be sold.