GFL Environmental shares sold at US$42.73 by HPS funds

No Series A Preferred Shares remained outstanding after the conversion, and funds managed by HPS sold the issued shares at US$42.73 per share.

Available on EDGAR 11/12/2026 - 06:46 AM EST Accepted by SEC EDGAR 11/12/2026 - 06:46 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

GFL Environmental Inc. issued 6,219,896 subordinate voting shares after HPS Investment Partners, LLC, on behalf of the Series A preferred share holders, provided notice to convert 4,867,006 Series A perpetual convertible preferred shares. No Series A Preferred Shares remained outstanding after the conversion. Funds managed by HPS sold the issued shares in a block trade at US$42.73 per share.

Key Figures

Series A preferred shares converted: 4,867,006 shares Subordinate voting shares issued: 6,219,896 shares Block trade sale price: US$42.73 per share

3 metrics

Series A preferred shares converted 4,867,006 shares Conversion notice provided by HPS on behalf of the holders

Subordinate voting shares issued 6,219,896 shares Issued on conversion of Series A Preferred Shares

Block trade sale price US$42.73 per share Price for the subordinate voting shares issued on conversion

Key Terms

Series A perpetual convertible preferred shares, subordinate voting shares, block trade

3 terms

Series A perpetual convertible preferred shares financial

"conversion of 4,867,006 Series A perpetual convertible preferred shares"

subordinate voting shares technical

"for 6,219,896 subordinate voting shares"

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.

block trade financial

"sold by funds managed by HPS in a block trade"

A block trade is a large, privately arranged sale or purchase of a company's shares or bonds between big investors, often negotiated to avoid upsetting the public market price. Think of it like selling a truckload of goods directly to one buyer instead of unloading it on a busy street — it moves a lot of supply at once and can signal shifting demand, affect immediate liquidity, and influence short-term stock prices.

FAQ

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

How many GFL shares were issued when the preferred shares converted?

GFL issued 6,219,896 subordinate voting shares in exchange for the conversion of 4,867,006 Series A perpetual convertible preferred shares; no Series A Preferred Shares remained outstanding afterward.

At what price were the GFL shares sold?

Funds managed by HPS Investment Partners, LLC sold the subordinate voting shares issued on conversion in a block trade at US$42.73 per share.

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

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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 November 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 November 12, 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: November 12, 2026	By:	/s/ Mindy Gilbert
		Name: Mindy Gilbert
		Title: Executive Vice President and Chief Legal Officer

Exhibit 99.1

GFL Environmental Announces Issuance of 6,219,896 Subordinate Voting Shares on Conversion of Series A Preferred Shares

MIAMI BEACH, FL, November 12, 2026 – GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) (“GFL” or the “Company”) today announced that HPS Investment Partners, LLC (“HPS”), on behalf of the holders of the Company’s Series A perpetual convertible preferred shares (“Series A Preferred Shares”), has provided notice of conversion of 4,867,006 Series A Preferred Shares for 6,219,896 subordinate voting shares. Following the conversion, no Series A Preferred Shares will remain outstanding. The subordinate voting shares issued on conversion of the Series A Preferred Shares were sold by funds managed by HPS in a block trade, at a price of US$42.73 per share.

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 19 U.S. states. GFL has a workforce of more than 17,000 employees across its organization.

Forward-Looking Statements

This press release includes certain “forward-looking statements” within the meaning of applicable securities laws. 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 and changes in circumstances that may 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.

For further information:

Patrick Dovigi, Founder and Chief Executive Officer

+1 905-326-0101

pdovigi@gflenv.com

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 6.0 KB