GFL Environmental Inc. received an amended Schedule 13G/A from a group of BC Partners–related investment entities reporting a significant ownership stake in its Subordinate Voting Shares. Based on 347,010,981 shares outstanding as of November 20, 2025, the reporting group collectively beneficially owns 76,646,477 shares, representing 22.1% of the class.
As of December 31, 2025, BCEC-GFL Borrower (Cayman) LP directly holds 62,062,374 Subordinate Voting Shares (17.9%), and GFL Borrower II (Cayman) LP directly holds 14,584,103 shares (4.2%). The filing details a chain of ownership through various Cayman, Luxembourg, and Guernsey entities and includes disclaimers about possible "group" status with Magny Cours Investment Pte Ltd. and with investor Patrick Dovigi and affiliates under an Investor Rights Agreement, while expressly disclaiming beneficial ownership of their shares.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
GFL Environmental Inc.
(Name of Issuer)
Subordinate Voting Shares, no par value
(Title of Class of Securities)
36168Q104
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
36168Q104
1
Names of Reporting Persons
BCEC-GFL Borrower (Cayman) LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
62,062,374.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
62,062,374.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
62,062,374.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
17.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
36168Q104
1
Names of Reporting Persons
BCEC-GFL Borrower GP (Cayman), Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
62,062,374.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
62,062,374.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
62,062,374.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
17.9 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
36168Q104
1
Names of Reporting Persons
GFL Borrower II (Cayman) LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
14,584,103.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
14,584,103.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,584,103.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
36168Q104
1
Names of Reporting Persons
GFL Borrower II GP (Cayman), Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
14,584,103.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,584,103.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,584,103.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.2 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
36168Q104
1
Names of Reporting Persons
GFL Borrower Luxembourg S.a r.l.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
LUXEMBOURG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
76,646,477.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
62,062,374.00
8
Shared Dispositive Power
14,584,103.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
76,646,477.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
22.1 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
36168Q104
1
Names of Reporting Persons
BCEC - GFL Holdings (Guernsey) L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
GUERNSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
76,646,477.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
62,062,374.00
8
Shared Dispositive Power
14,584,103.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
76,646,477.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
22.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
36168Q104
1
Names of Reporting Persons
BCEC Management X Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
GUERNSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
76,646,477.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
62,062,374.00
8
Shared Dispositive Power
14,584,103.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
76,646,477.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
22.1 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
GFL Environmental Inc.
(b)
Address of issuer's principal executive offices:
100 New Park Place, Suite 500, Vaughan, Ontario, Canada, L4K 0H9
Item 2.
(a)
Name of person filing:
See Item 2(c) below
(b)
Address or principal business office or, if none, residence:
See Item 2(c) below
(c)
Citizenship:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
(i) BCEC-GFL Borrower (Cayman) LP
c/o BC Partners Advisors L.P.
650 Madison Avenue
New York, New York 10022
Citizenship: Cayman Islands
(ii) BCEC-GFL Borrower GP (Cayman), Ltd
c/o BC Partners Advisors L.P.
650 Madison Avenue
New York, New York 10022
Citizenship: Cayman Islands
(iii) GFL Borrower II (Cayman) LP
168 Robinson Road, #37-01
Capital Tower, Singapore 068912
Citizenship: Cayman Islands
(iv) GFL Borrower II GP (Cayman), Ltd
c/o BC Partners Advisors L.P.
650 Madison Avenue
New York, New York 10022
Citizenship: Cayman Islands
(v) GFL Borrower Luxembourg S.a r.l.
c/o BC Partners Advisors L.P.
650 Madison Avenue
New York, New York 10022
Citizenship: Luxembourg
(vi) BCEC-GFL Holdings (Guernsey) L.P.
c/o BC Partners Advisors L.P.
650 Madison Avenue
New York, New York 10022
Citizenship: Guernsey
(vii) BCEC Management X Limited
c/o BC Partners Advisors L.P.
650 Madison Avenue
New York, New York 10022
Citizenship: Guernsey
BCEC-GFL Borrower (Cayman) LP directly holds 62,062,374 subordinate voting shares, no par value (the "Subordinate Voting Shares") of GFL Environmental Inc. (the "Issuer") and GFL Borrower II (Cayman) LP directly holds 14,584,103 Subordinate Voting Shares of the Issuer. BCEC-GFL Borrower GP (Cayman), Ltd is the general partner of BCEC-GFL Borrower (Cayman) LP, and GFL Borrower II GP (Cayman), Ltd is the general partner of GFL Borrower II (Cayman) LP. Each of BCEC-GFL Borrower GP (Cayman), Ltd and GFL Borrower II GP (Cayman), Ltd is wholly-owned by GFL Borrower Luxembourg S.a r.l. GFL Borrower Luxembourg S.a r.l. is wholly-owned by BCEC - GFL Holdings (Guernsey) L.P. The general partner of BCEC - GFL Holdings (Guernsey) L.P. is BCEC Management X Limited.
(d)
Title of class of securities:
Subordinate Voting Shares, no par value
(e)
CUSIP No.:
36168Q104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Calculations of the percentage of Subordinate Voting Shares of the Issuer beneficially owned are based on 347,010,981 Subordinate Voting Shares outstanding as of November 20, 2025, as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on November 24, 2025. Each of the Reporting Persons may be deemed to be the beneficial owner of the Subordinate Voting Shares listed on such Reporting Person's cover page.
As of December 31, 2025, BCEC-GFL Borrower (Cayman) LP directly holds 62,062,374 Subordinate Voting Shares of the Issuer and GFL Borrower II (Cayman) LP directly holds 14,584,103 Subordinate Voting Shares of the Issuer.
By virtue of certain rights that Magny Cours Investment Pte Ltd., an affiliate of GIC Private Limited, has with respect to its investment in GFL Borrower II (Cayman) LP, GFL Borrower II (Cayman), LP and Magny Cours Investment Pte Ltd. may be deemed to share dispositive power over the securities held by GFL Borrower II (Cayman) LP. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person is a member of a group with Magny Cours Investment Pte Ltd. and its affiliates for the purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Each Reporting Person disclaims beneficial ownership of any Subordinate Voting Shares that may be deemed to be beneficially owned by Magny Cours Investment Pte Ltd. and its affiliates.
By virtue of a certain Investor Rights Agreement, dated as of March 5, 2020 (the "Investor Rights Agreement"), entered into by and among Patrick Dovigi and certain of his affiliates (collectively with their affiliated transferees, the "Investor"), the Issuer and, solely for certain limited purposes, BC Partners Advisors, L.P., an affiliate of the Reporting Persons, the Investor and the Reporting Persons may be deemed to be part of a "group" for purposes of Section 13(d) of the Exchange Act. However, neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that such persons are members of any such group. Each of the Reporting Persons and the Investor and their respective affiliates separately make Schedule 13G filings reporting the Subordinate Voting Shares they may be deemed to beneficially own. Each Reporting Person disclaims beneficial ownership of any Subordinate Voting Shares that may be deemed to be beneficially owned by the Investor and its affiliates.
(b)
Percent of class:
Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Subordinate Voting Shares listed on such Reporting Person's cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See each cover page hereof.
(ii) Shared power to vote or to direct the vote:
See each cover page hereof.
(iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof.
(iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Item 4.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
BCEC-GFL Borrower (Cayman) LP
Signature:
/s/ Matthew Elston
Name/Title:
Matthew Elston, Director of BCEC-GFL Borrower GP (Cayman), Ltd, its general partner
Date:
02/13/2026
Signature:
/s/ Mark Rodliffe
Name/Title:
Mark Rodliffe, Director of BCEC-GFL Borrower GP (Cayman), Ltd, its general partner
Date:
02/13/2026
BCEC-GFL Borrower GP (Cayman), Ltd
Signature:
/s/ Matthew Elston
Name/Title:
Matthew Elston, Director
Date:
02/13/2026
Signature:
/s/ Mark Rodliffe
Name/Title:
Mark Rodliffe, Director
Date:
02/13/2026
GFL Borrower II (Cayman) LP
Signature:
/s/ Matthew Elston
Name/Title:
Matthew Elston, Director of GFL Borrower II GP (Cayman), Ltd, its general partner
Date:
02/13/2026
Signature:
/s/ Mark Rodliffe
Name/Title:
Mark Rodliffe, Director of GFL Borrower II GP (Cayman), Ltd, its general partner
Date:
02/13/2026
GFL Borrower II GP (Cayman), Ltd
Signature:
/s/ Matthew Elston
Name/Title:
Matthew Elston, Director
Date:
02/13/2026
Signature:
/s/ Mark Rodliffe
Name/Title:
Mark Rodliffe, Director
Date:
02/13/2026
GFL Borrower Luxembourg S.a r.l.
Signature:
/s/ Christelle Retif
Name/Title:
Christelle Retif, Manager
Date:
02/13/2026
Signature:
/s/ Pierre Stemper
Name/Title:
Pierre Stemper, Manager
Date:
02/13/2026
BCEC - GFL Holdings (Guernsey) L.P.
Signature:
/s/ Matthew Elston
Name/Title:
Matthew Elston, Director of BCEC Management X Limited, its general partner
Date:
02/13/2026
Signature:
/s/ Mark Rodliffe
Name/Title:
Mark Rodliffe, Director of BCEC Management X Limited, its general partner
What ownership stake in GFL (GFL) is reported in this Schedule 13G/A?
The filing reports that related BC Partners entities beneficially own 76,646,477 Subordinate Voting Shares of GFL Environmental Inc., representing 22.1% of the class, based on 347,010,981 shares outstanding as of November 20, 2025.
Which entities directly hold GFL (GFL) Subordinate Voting Shares in this filing?
BCEC-GFL Borrower (Cayman) LP directly holds 62,062,374 Subordinate Voting Shares and GFL Borrower II (Cayman) LP directly holds 14,584,103 Subordinate Voting Shares of GFL Environmental Inc., as of December 31, 2025, according to the ownership section.
What percentage of GFL (GFL) shares does each main reporting holder own?
BCEC-GFL Borrower (Cayman) LP is shown with 17.9% of GFL’s Subordinate Voting Shares, while GFL Borrower II (Cayman) LP is shown with 4.2%. Together, the reporting group’s aggregate beneficial ownership is stated as 22.1% of the class.
How is the 22.1% ownership in GFL (GFL) calculated in the filing?
The percentages are calculated using 347,010,981 Subordinate Voting Shares outstanding as of November 20, 2025, as reported in a Prospectus Supplement. The reporting persons then apply their respective share counts to that total to derive ownership percentages.
Does the GFL (GFL) Schedule 13G/A describe any group relationships or disclaimers?
The filing notes that the reporting persons may be deemed part of a group with Magny Cours Investment Pte Ltd. and with investor Patrick Dovigi and affiliates under an Investor Rights Agreement, but expressly disclaims both group membership and beneficial ownership of those parties’ shares.
Which jurisdictions are the GFL (GFL) reporting entities organized in?
The reporting entities are organized in Cayman Islands, Luxembourg, and Guernsey. Cayman entities hold the shares directly, while Luxembourg and Guernsey entities sit higher in the ownership chain, including BCEC-GFL Holdings (Guernsey) L.P. and BCEC Management X Limited.
