GFL Environmental Renews Aggressive Dual-Track Share Buyback Plan

MIAMI BEACH, FL – February 27, 2026 – GFL Environmental Inc. is doubling down on its strategy to return capital to shareholders, announcing a multifaceted plan that combines a massive share repurchase program with a unique, pre-approved mechanism to buy back stock from its largest institutional backers. The move signals the company's confidence in its financial position and its belief that its own shares represent a compelling investment.

The North American waste management giant confirmed it has received approval from the Toronto Stock Exchange (TSX) to renew its Normal Course Issuer Bid (NCIB), a standard tool for companies to buy back their own stock on the open market. Simultaneously, GFL announced it has secured special exemptive relief from the Ontario Securities Commission (OSC), granting it a powerful, parallel path to repurchase shares directly from underwriters during secondary offerings by a specific group of major shareholders.

This dual-track approach provides GFL with significant flexibility to manage its share count, potentially boosting earnings per share and signaling value to the market, all while providing an orderly exit ramp for the private equity and pension plan giants that helped fuel its growth.

A Two-Pronged Approach to Share Repurchases

Under the renewed NCIB, which will run from March 3, 2026, to March 2, 2027, GFL is authorized to repurchase up to 27,396,513 subordinate voting shares. This figure represents 10% of the company's public float, the maximum allowed under the bid. All shares repurchased through this program will be cancelled, effectively reducing the total number of shares outstanding and increasing the ownership stake of remaining shareholders.

This is a continuation of a well-established strategy for the company. In the preceding 12-month period, GFL actively used its buyback authorization, repurchasing 18,360,127 shares. The company has been vocal about its intentions, with management previously noting a perceived “significant dislocation in the value of GFL share price” as a key reason for deploying capital on its own stock.

What makes this year's announcement particularly noteworthy is the second, more specialized tool at its disposal. The exemptive relief from the OSC permits GFL to purchase up to 34,657,586 shares—representing 10% of its total issued and outstanding shares—from offerings made by a select group of its major investors. These investors include prominent names like BC Partners Advisors L.P., Ontario Teachers' Pension Plan Board, and affiliates of HPS Investment Partners, LLC.

Crucially, the two programs are independent; purchases under the OSC order will not count against the NCIB limit, and vice versa. This effectively gives GFL two separate, large pools of repurchase authorization to draw from over the next year.

Balancing Growth, Debt, and Shareholder Returns

This aggressive capital return strategy is set against a backdrop of strong operational performance but also a heavily leveraged balance sheet. For the full year 2025, GFL reported robust revenue of $6.6 billion and a record-high Adjusted EBITDA margin of 30.0%. The company also generated $756 million in adjusted free cash flow, providing the financial firepower for its strategic initiatives.

However, the company's net debt to equity ratio stood at 98% as of September 2025. While this is an improvement from previous years, it remains a high figure that requires careful management. GFL's leadership has a stated goal of reducing its net leverage into the low-to-mid 3.0x range, a target it believes is achievable even while pursuing acquisitions and investing in growth areas like renewable natural gas (RNG) facilities.

The decision to allocate a significant portion of capital to share repurchases, especially with a P/E ratio recently hovering below 6.0, suggests management sees its own stock as one of the most undervalued assets available. It's a form of financial engineering that juxtaposes the company's core mission of environmental services with the sophisticated capital management required of a modern, publicly traded industrial giant.

The Major Shareholders and the OSC's Green Light

The special relief granted by the OSC shines a spotlight on the relationship between GFL and its foundational investors. The order creates a structured, transparent mechanism for these large shareholders to divest portions of their holdings without causing significant downward pressure on the stock price that a massive open-market sale could trigger.

This is not a new arrangement. In 2025, GFL executed similar repurchases from these same investor groups during secondary offerings. For instance, the company acquired over 7 million shares from a consortium including Ontario Teachers' and HPS in March 2025, and later purchased another 1.275 million shares in a November 2025 offering involving BC Partners and others.

To ensure fairness and protect the interests of public shareholders, the OSC's order comes with strict conditions. Any purchases GFL makes under this relief must be at a discount to the market price on the day the offering is announced. Furthermore, a special committee of independent directors must oversee and approve any such transaction, ensuring it is in the best interests of the company.

This framework addresses potential corporate governance concerns by providing a clear, regulated pathway for facilitating liquidity for major shareholders, a common challenge for companies that have grown with significant private equity backing.

A Look Across the Waste Management Landscape

GFL's capital allocation strategy, while notable for its unique structure, exists within a broader industry trend. Its main competitors, Waste Management (WM) and Republic Services (RSG), also employ significant capital return programs.

WM recently announced a new $3 billion share repurchase authorization and has a long history of steady dividend increases. Similarly, RSG has consistently used buybacks to reduce its share count over the last decade while also growing its dividend. All three industry leaders are balancing shareholder returns with strategic investments in sustainability, technology, and acquisitions.

Where GFL distinguishes itself is in the tailored nature of its repurchase strategy. The OSC exemptive relief is a specific tool designed to manage its particular shareholder structure, reflecting a pragmatic approach to navigating its post-IPO evolution. By providing this dedicated liquidity channel for its largest investors, GFL can potentially smooth out their exits over time, creating a more stable and predictable market for its shares while continuing to opportunistically reduce its share count on the open market.