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.
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| Exhibit
No. |
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Description |
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| 1.1 |
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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.
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| BRP Inc. |
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| By: |
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/s/ Martin Langelier |
| Name: |
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Martin Langelier |
| Title: |
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Chief Legal Officer and Corporate Services |
Date: September 11, 2025
