GFL Environmental plans US$750M senior notes sale

GFL Environmental Inc. plans a private offering of US$750 million in senior notes due 2031 through a U.S. wholly owned subsidiary, with guarantees from GFL and certain subsidiaries.

Rhea-AI Filing Summary

GFL Environmental Inc. plans a private offering of US$750 million in senior notes due 2031 through a U.S. wholly owned subsidiary, with guarantees from GFL and certain subsidiaries. The company intends to use the proceeds mainly to repay its revolving credit facility and cover fees and expenses, increasing liquidity to help fund the cash portion and costs of its previously announced acquisition of SECURE Waste Infrastructure Corp. and to support other growth initiatives. GFL expects this financing to lower its average effective borrowing rate and be leverage neutral, aligning with its target of maintaining leverage in the mid 3.0x range.

Insights

Credit & capital structure analyst

GFL plans a US$750M notes deal to refinance debt and support an acquisition while keeping leverage stable.

GFL Environmental is arranging a private offering of US$750 million senior notes due 2031, issued by a U.S. subsidiary and guaranteed by the parent and certain subsidiaries. Proceeds are earmarked to repay its revolving credit facility, pay related fees, and bolster liquidity for the SECURE Waste Infrastructure Corp. acquisition and other growth plans.

The company states the transaction is expected to reduce its average effective borrowing rate and be leverage neutral, consistent with a leverage target in the mid 3.0x range. That suggests the new notes largely refinance existing borrowings rather than add substantial net debt, with overall impact depending on final pricing and completion of the acquisition.

Because the notes are offered privately under Rule 144A and Regulation S, access is limited to qualified institutional buyers and certain offshore or Canadian investors. Subsequent filings may provide more detail on final terms and how the financing interacts with integration of the SECURE Waste Infrastructure Corp. transaction.

Key Figures

Notes offering size: US$750 million Maturity: 2031 Target leverage: mid 3.0x range +1 more

4 metrics

Notes offering size US$750 million Aggregate principal amount of senior notes due 2031

Maturity 2031 Senior notes due year

Target leverage mid 3.0x range Company’s stated leverage objective after the offering

Employee count more than 15,000 employees Workforce across Canada and 18 U.S. states

Key Terms

senior notes, revolving credit facility, Rule 144A, Regulation S, +2 more

6 terms

senior notes financial

"a private offering of US$750 million in aggregate principal amount of senior notes due 2031"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

revolving credit facility financial

"use the proceeds from the Notes Offering to repay amounts drawn on its revolving credit facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

Rule 144A regulatory

"The Notes are being offered only to qualified institutional buyers under Rule 144A"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"and outside the United States in compliance with Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

forward-looking information regulatory

"This release includes certain “forward-looking statements” and “forward-looking information”"

Forward-looking information are predictions, plans, estimates or expectations about a company’s future performance, results or events, such as sales forecasts, project timelines, or anticipated costs. It matters to investors because these statements guide expectations but rely on assumptions and uncertain factors—like a weather forecast for a business—so investors should treat them as informed guesses rather than guarantees and consider the risks and possible changes behind the numbers.

private placement financial

"In Canada, the Notes are to be offered and sold on a private placement basis"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Offering Details

private_notes · US$750 million

Offering

Offering Type private_notes

Securities Offered senior notes

Offering Amount US$750 million

Use of Proceeds Repay revolving credit facility borrowings, fund fees and expenses, and enhance liquidity for the SECURE Waste Infrastructure Corp. acquisition and other growth initiatives.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is GFL (GFL) issuing in its June 2026 financing announcement?

GFL plans a private offering of US$750 million senior notes due 2031. The notes will be issued by a U.S. wholly owned subsidiary, guaranteed by GFL and certain subsidiaries, and sold to qualified institutional buyers and select investors under Rule 144A and Regulation S.

How will GFL (GFL) use the US$750 million senior notes proceeds?

GFL intends to use proceeds to repay amounts drawn on its revolving credit facility and cover related fees and expenses. The company also aims to maximize liquidity to help fund cash consideration and costs for the SECURE Waste Infrastructure Corp. acquisition and pursue other growth initiatives.

How does GFL expect the new senior notes to affect its leverage?

GFL expects the notes offering to be leverage neutral, keeping leverage in the mid 3.0x range. This means the transaction is primarily refinancing existing debt rather than adding substantial net borrowings, according to the company’s stated capital structure objectives.

Will the GFL (GFL) senior notes be registered under the U.S. Securities Act?

The senior notes will not be registered under the U.S. Securities Act of 1933. They may not be offered or sold in the United States without registration or a valid exemption, and are being placed privately under Rule 144A, Regulation S, and Canadian private placement rules.

Where will GFL’s new senior notes be offered and who can buy them?

The notes are being offered to qualified institutional buyers in the United States under Rule 144A and to investors outside the United States under Regulation S. In Canada, they will be sold on a private placement basis in certain provinces to eligible institutional investors.

How does the notes offering relate to GFL’s acquisition of SECURE Waste Infrastructure Corp.?

GFL plans to use part of the notes proceeds to maximize liquidity for the previously announced SECURE Waste Infrastructure Corp. acquisition. Funds are intended to cover a portion of the cash consideration, transaction costs, and expenses tied to that deal, alongside other growth initiatives.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/22/2026 - 08:33 AM Learn about SEC filing dates

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 June 2026

Commission File Number: 001-39240

GFL Environmental Inc.

(Translation of registrant’s name into English)

1759 Purdy Avenue, Suite 300

Miami Beach, Florida 33139

(Address of principal executive offices)

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

Form 20-F ¨ Form 40-F x

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): ¨

EXHIBIT INDEX

The following Exhibit 99.1 is furnished as part of this Current Report on Form 6-K.

Exhibit  Number		Description
99.1		Press Release, dated June 22, 2026

SIGNATURE

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.

	GFL Environmental Inc.
Date: June 22, 2026	By:	/s/ Mindy Gilbert
		Name: Mindy Gilbert
		Title: Executive Vice President and Chief Legal Officer

Exhibit 99.1

GFL Environmental Inc. Announces Proposed Private Offering of Senior Notes

MIAMI BEACH, FL, June 22, 2026 – GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) (“GFL” or the “Company”) today announced that it is planning to commence, subject to market and other conditions, a private offering (the “Notes Offering”) of US$750 million in aggregate principal amount of senior notes due 2031 (the “Notes”). The Notes will be issued by a U.S. wholly owned subsidiary of GFL and will be guaranteed by GFL and certain of its other subsidiaries.

GFL intends to use the proceeds from the Notes Offering to repay amounts drawn on its revolving credit facility and to fund fees and expenses, with a view to maximizing its available liquidity to fund a portion of the cash consideration, transaction costs and expenses for the previously announced acquisition of SECURE Waste Infrastructure Corp. and to pursue other growth initiatives. The Notes Offering is expected to lower the Company’s average effective borrowing rate and to be leverage neutral, consistent with the Company’s commitment to maintain leverage in the mid 3.0x range.

The Notes being offered in the Notes Offering have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes are being offered only to qualified institutional buyers under Rule 144A and outside the United States in compliance with Regulation S under the Securities Act. In Canada, the Notes are to be offered and sold on a private placement basis in certain provinces of Canada.

This release shall not constitute an offer to sell or a solicitation of an offer to buy any security, nor shall there be any offer, solicitation or sale of any security in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful.

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.

Forward-Looking Information

This release includes certain “forward-looking statements” and “forward-looking information” (collectively, “forward-looking information”), within the meaning of applicable U.S. and Canadian securities laws, respectively. Forward-looking information includes all statements that do not relate solely to historical or current facts and may relate to our future outlook, financial guidance and anticipated events or results and may include statements regarding our financial performance, financial condition or results, business strategy, growth strategies, budgets, operations and services. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “does not anticipate”, “believes”, or “potential” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”, although not all forward-looking information includes those words or phrases. In addition, any statements that refer to expectations, intentions, projections, guidance, potential or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts nor assurances of future performance but instead represent management's expectations, estimates and projections regarding future events or circumstances.

Forward-looking information is based on our opinions, estimates and assumptions that we considered appropriate and reasonable as of the date such information is stated, is subject to known and unknown risks, uncertainties, assumptions and other important factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Important factors that could materially affect our forward-looking information can be found in the “Risk Factors” section of GFL's annual information form for the year ended December 31, 2025 and GFL's other periodic filings with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. Shareholders, potential investors and other readers are urged to consider these risks carefully in evaluating our forward-looking information and are cautioned not to place undue reliance on such information. There can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors not currently known to us or that we currently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The forward-looking information contained in this release represents our expectations as of the date of this release (or as the date it is otherwise stated to be made), and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable U.S. or Canadian securities laws.

For more information:

Patrick Dovigi

+1 905-326-0101

pdovigi@gflenv.com

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 10.2 KB