Fourth Quarter 2025 Results and Full Year 2025 Highlights
-- Fourth quarter revenue, Adjusted EBITDA1 and Adjusted Free Cash Flow1 all
ahead of expectations
-- Fourth quarter Adjusted EBITDA margin1 of 30.2%, highest Q4 margin in
Company's history, 110 basis points increase over the prior year period2
-- Full year revenue of $6,615.9 million, increase of 9.5% excluding the
impact of divestitures3 (7.8% including the impact of divestitures)
-- Full year Adjusted EBITDA1 of $1,985.0 million, increase of 12.8%2;
Adjusted Net Income from continuing operations1 of $283.9 million; Net
income from continuing operations of $241.1 million
-- Full year Adjusted EBITDA margin1 of 30.0%, first time in Company's
history, 130 basis points increase over the prior year period2
-- Full year Adjusted Free Cash Flow1 of $755.9 million, increase of 23.6%;
cash flow from operating activities of $1,316.0 million
-- Completed acquisitions generating approximately $290 million in
annualized revenue
-- Completed $3.0 billion of share repurchases, representing over 10% of
issued and outstanding subordinate voting shares
-- Net Leverage1 of 3.4x, lowest year-end Net Leverage1 in Company's history
Guidance for 2026(4)
-- Revenue is estimated to be approximately $7,000 million, or $7,140
million on a constant currency basis, representing an increase of 8%
-- Adjusted EBITDA4 is estimated to be approximately $2,140 million, or
$2,185 million on a constant currency basis, representing an increase of
10%
-- Adjusted Free Cash Flow4 is estimated to be approximately $835 million,
or $860 million on a constant currency basis, representing an increase of
14%
-- Guidance does not include contribution from any incremental M&A
MIAMI BEACH, FL, Feb. 11, 2026 /CNW/ - GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) ("GFL", "we", or "our", or the "Company") today announced its results for the fourth quarter and full year 2025, as well as guidance for the full year 2026.
"Our more than 15,000 employees delivered another year of results that exceeded our expectations," said Patrick Dovigi, Founder and Chief Executive Officer of GFL. "The continued strong execution of our value creation strategies drove full year top-line growth of 9.5%(3) , Adjusted EBITDA margin(1) of 30%, the highest in our history, and industry-leading Adjusted EBITDA margin(1) expansion of 130 basis points over the prior year(2) . To achieve such a result in the face of ongoing macro headwinds reinforces our conviction in our stated goal of achieving low-to-mid 30s margins by 2028."
Mr. Dovigi continued, "During the year, we remained committed to our returns focused capital allocation strategies. We completed the sale of our Environmental Services business and the recapitalization of Green Infrastructure Partners at valuations that demonstrate the equity value creation our team is capable of achieving. We used the proceeds from these transactions to materially delever our balance sheet and buy back over 10% of our shares. We also deployed nearly $1 billion into accretive acquisitions and ended the year with Net Leverage(1) of 3.4x, the lowest year-end Net Leverage(1) in our history. Our M&A pipeline remains robust and going forward we will continue to be opportunistic in our approach to accretive M&A, strategic reinvestment and return of capital to shareholders, while maintaining Net Leverage in the low-to-mid 3s."
Mr. Dovigi concluded, "We have built a best-in-class North American platform that we will continue to optimize. Based on our strong results for 2025 and the contributions from our growth investments and recently completed M&A, we believe we are well positioned for another year of industry-leading financial performance in 2026."
Fourth Quarter Results(2)
-- Revenue of $1,686.4 million in the fourth quarter of 2025, increase of
7.3%, including 6.4% from core pricing.
-- Adjusted EBITDA1 increased by 11.1% to $508.7 million in the fourth
quarter of 2025, compared to $458.0 million in the fourth quarter of
2024. Adjusted EBITDA margin1 was 30.2% in the fourth quarter of 2025,
compared to 29.1% in the fourth quarter of 2024.
-- Net income from continuing operations was $72.7 million in the fourth
quarter of 2025, compared to net loss from continuing operations of
$211.4 million in the fourth quarter of 2024.
-- Adjusted Free Cash Flow1 was $424.6 million in the fourth quarter of
2025, compared to $281.4 million in the fourth quarter of 2024.
Year to Date Results(2)
-- Revenue of $6,615.9 million for the year ended December 31, 2025, an
increase of 9.5% excluding the impact of divestitures3 (7.8% including
the impact of divestitures), including 6.1% from core pricing3 and 0.5%
from positive volume3.
-- Adjusted EBITDA1 increased by 12.8% to $1,985.0 million for the year
ended December 31, 2025, compared to $1,759.6 million for the year ended
December 31, 2024. Adjusted EBITDA margin1 was 30.0% for the year ended
December 31, 2025, compared to 28.7% for the year ended December 31,
2024.
-- Net income from continuing operations was $241.1 million for the year
ended December 31, 2025, compared to net loss from continuing operations
of $897.5 million for the year ended December 31, 2024.
-- Adjusted Free Cash Flow1 was $755.9 million for the year ended December
31, 2025, compared to $611.4 million for the year ended December 31,
2024.
-- Repurchased 43,741,452 subordinate voting shares through a combination of
our normal course issuer bid, direct share buybacks and through secondary
offerings. We intend to continue to be opportunistic on further share
repurchases going forward.
Guidance for 2026(4)
GFL also provided its guidance for 2026. The following guidance is provided based on a USD/CAD exchange rate of 1.36 versus the average exchange rate for 2025 of 1.40.
-- Revenue is estimated to be approximately $7,000 million.
-- Full year core pricing in the mid 5s, volume of 0.25% to 0.50%,
and surcharges and commodity price impact of (0.5%).
-- Revenue from net M&A contribution of 2.5%.
-- Changes in foreign exchange resulting in approximately (2.1%)
revenue impact.
-- Adjusted EBITDA4 is estimated to be approximately $2,140 million.
-- Full year Adjusted EBITDA margin4 is expected to be approximately
30.6%, increase of 60 basis points.
-- Adjusted Free Cash Flow4 is estimated to be approximately $835 million.
-- Full year net capex is expected to be approximately $800 million.
-- Full year net capex excludes approximately $175 million of
incremental growth capital expected to be deployed in 2026 related
to material recycling facilities and other infrastructure
primarily related to opportunities arising under extender producer
responsibility legislation.
-- Full year cash interest is expected to be approximately $395
million.
-- Net Leverage4 is estimated to be low 3s by the end of 2026, resulting
from growth in Adjusted EBITDA4 and Adjusted Free Cash Flow4.
The 2026 guidance excludes any impact from acquisitions, refinancing opportunities and any redeployment of capital. Implicit in forward-looking information in respect of our expectations for 2026 are certain current assumptions, including, among others, no changes to the current economic environment, including fuel and commodities. The 2026 guidance assumes GFL will continue to execute on our strategy of organically growing our business, leveraging our scalable network to attract and retain customers across multiple service lines, realizing operational efficiencies and extracting procurement and cost synergies. See "Forward-Looking Information".
______________________
(1) A non-IFRS measure; see accompanying Non-IFRS Reconciliation
Schedule; see "Non-IFRS Measures" for an explanation
of the composition of non-IFRS measures.
(2) Effective March 1, 2025, we completed the divestiture
of our Environmental Services line of business ("GFL
Environmental Services"). Certain revenue disaggregation
and segment reporting balances in prior periods have
been re-presented for consistency with the current
period presentation in relation to GFL Environmental
Services which has been presented as discontinued
operations. For additional information, refer to Note
2 and Note 23 in our Annual Financial Statements.
(3) Reflects pro forma adjustments to remove the contribution
of one divestiture in Fiscal 2024. Refer to "Supplemental
Data" for details.
(4) Information contained in the section titled "Guidance
for 2026" includes non-IFRS measures and ratios, including
Adjusted EBITDA, Adjusted EBITDA margin, Adjusted
Free Cash Flow and Net Leverage. Due to the uncertainty
of the likelihood, amount and timing of effects of
events or circumstances to be excluded from these
measures, GFL does not have information available
to provide a quantitative reconciliation of such projections
to comparable IFRS measures. See "Non-IFRS Measures"
below. See Fourth Quarter and Full Year 2025 Results
for the equivalent historical non-IFRS measure.
Q4 2025 Earnings Call
GFL will host a conference call related to our fourth quarter and full year 2025 earnings and our 2026 guidance on February 11, 2026 at 5:00 pm Eastern Time. A live audio webcast of the conference call can be accessed by logging onto our Investors page at investors.gflenv.com or by clicking here. Listeners may access the call toll-free by dialing 1-833-950-0062 in Canada or 1-833-470-1428 in the United States (access code: 051473) approximately 15 minutes prior to the scheduled start time.
We encourage participants who will be dialing in to pre-register for the conference call using the following link: https://www.netroadshow.com/events/login/LE9zwo3kQxD8wqN9wQqROJ7SatmjACUromI. Callers who pre-register will be given a conference access code and PIN to gain immediate access to the call and bypass the live operator on the day of the call. Participants may pre-register at any time, including up to and after the call start time. For those unable to listen live, an audio replay of the call will be available until February 26, 2026 by dialing 1-226-828-7578 in Canada or 1-866-813-9403 in the United States (access code: 259238).
Annual Report
GFL also announced that on or about February 17, 2026, it will be filing its annual report on Form 40-F, including the Company's audited consolidated financial statements (the "Annual Financial Statements") for the year ended December 31, 2025 with the U.S. Securities and Exchange Commission on EDGAR (www.sec.gov) and with the Canadian securities regulators on SEDAR+ (www.sedarplus.ca) The annual report will also be available on the Investors page of the Company's website at investors.gflenv.com. Shareholders may receive a hard copy of the complete Annual Financial Statements from the Company free of charge upon request by contacting GFL Investor Relations at ir@gflenv.com.
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.
For more information, visit the GFL web site at gflenv.com. To subscribe for investor email alerts please visit investors.gflenv.com or click here.
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. Particularly, statements regarding our expectations of future results, performance, achievements, prospects or opportunities, the markets in which we operate or potential share repurchases are forward-looking information. 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, including but not limited to certain assumptions set out herein in the section titled "Guidance for 2026"; our ability to obtain and maintain existing financing on acceptable terms; our ability to source and execute on acquisitions on terms acceptable to us; currency exchange and interest rates; commodity price fluctuations; our ability to implement price increases and surcharges; changes in waste volumes; labour, supply chain and transportation constraints; inflationary cost pressures; fuel supply and fuel price fluctuations; our ability to maintain a favourable working capital position; the impact of competition; the changes and trends in our industry or the global economy; changes to trade agreements, restrictions on trade, including sanctions, export controls, import duties, quotas, treaties, tariffs, trade wars, changes to trade and investment policies and other governmental actions; and changes in laws, rules, regulations, and global standards. Other 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. The purpose of disclosing our financial outlook set out in this release is to provide investors with more information concerning the financial impact of our business initiatives and growth strategies.
Non-IFRS Measures
This release makes reference to certain non-IFRS measures. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. Rather, these non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management also uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.
EBITDA represents, for the applicable period, net income (loss) from continuing operations plus (a) interest and other finance costs, plus (b) depreciation and amortization of property and equipment, landfill assets and intangible assets, plus (less) (c) the provision (recovery) for income taxes, in each case to the extent deducted or added to/from net income (loss) from continuing operations. We present EBITDA to assist readers in understanding the mathematical development of Adjusted EBITDA. Management does not use EBITDA as a financial performance metric.
Adjusted EBITDA is a supplemental measure used by management and other users of our financial statements including, our lenders and investors, to assess the financial performance of our business without regard to financing methods or capital structure. Adjusted EBITDA is also a key metric that management uses prior to execution of any strategic investing or financing opportunity. For example, management uses Adjusted EBITDA as a measure in determining the value of acquisitions, expansion opportunities, and dispositions. In addition, Adjusted EBITDA is utilized by financial institutions to measure borrowing capacity. Adjusted EBITDA is calculated by adding and deducting, as applicable from EBITDA, certain expenses, costs, charges or benefits incurred in such period which in management's view are either not indicative of underlying business performance or impact the ability to assess the operating performance of our business, including: (a) (gain) loss on foreign exchange, (b) (gain) loss on sale of property and equipment, (c) change in value on Call Option, (d) share of net (income) loss of investments accounted for using the equity method, (e) share-based payments, (f) (gain) loss on divestiture, (g) transaction costs, (h) acquisition, rebranding and other integration costs (included in cost of sales related to acquisition activity), (i) Founder/CEO remuneration and (j) other. For the year ended December 31, 2025, change in value on Call Option has been added back to EBITDA. We use Adjusted EBITDA to facilitate a comparison of our operating performance on a consistent basis reflecting factors and trends affecting our business. As we continue to grow our business, we may be faced with new events or circumstances that are not indicative of our underlying business performance or that impact the ability to assess our operating performance.
Adjusted EBITDA margin represents Adjusted EBITDA divided by revenue. Management and other users of our financial statements including our lenders and investors use Adjusted EBITDA margin to facilitate a comparison of the operating performance of each of our operating segments on a consistent basis reflecting factors and trends affecting our business.
Acquisition EBITDA represents, for the applicable period, management's estimates of the annual Adjusted EBITDA of an acquired business, based on its most recently available historical financial information at the time of acquisition, as adjusted to give effect to (a) the elimination of expenses related to the prior owners and certain other costs and expenses that are not indicative of the underlying business performance, if any, as if such business had been acquired on the first day of such period and (b) contract and acquisition annualization for contracts entered into and acquisitions completed by such acquired business prior to our acquisition (collectively, "Acquisition EBITDA Adjustments"). Further adjustments are made to such annual Adjusted EBITDA to reflect estimated operating cost savings and synergies, if any, anticipated to be realized upon acquisition and integration of the business into our operations. Acquisition EBITDA is calculated net of divestitures. We use Acquisition EBITDA for the acquired businesses to adjust our Adjusted EBITDA to include a proportional amount of the Acquisition EBITDA of the acquired businesses based upon the respective number of months of operation for such period prior to the date of our acquisition of each such business.
Adjusted Cash Flows from Operating Activities represents cash flows from operating activities adjusted for (a) operating cash flows from discontinued operations, (b) incremental cash flow adjustment related to corporate costs attributable to discontinued operations, (c) transaction costs, (d) acquisition, rebranding and other integration costs, (e) Founder/CEO remuneration, (f) cash payments related to GFL Environmental Services transition services agreement, (g) cash taxes related to divestitures, (h) cash interest paid on early termination of long-term debt and (i) distribution received from joint ventures. Adjusted Cash Flows from Operating Activities is a supplemental measure used by investors as a valuation and liquidity measure in our industry. For the year ended December 31, 2025, cash payments related to GFL Environmental Services transition services agreement and cash interest paid on early termination of long-term debt have been added back to Adjusted Cash Flows from Operating Activities. These amounts were not paid in the prior period. Adjusted Cash Flows from Operating Activities is a supplemental measure used by management to evaluate and monitor liquidity and the ongoing financial performance of GFL.
Adjusted Free Cash Flow represents Adjusted Cash Flows from Operating Activities adjusted for (a) proceeds on disposal of assets and other, (b) purchase of property and equipment and (c) incremental growth investments. Adjusted Free Cash Flow is a supplemental measure used by investors as a valuation and liquidity measure in our industry. Adjusted Free Cash Flow is a supplemental measure used by management to evaluate and monitor liquidity and the ongoing financial performance of GFL.
Adjusted Net Income (Loss) from continuing operations represents net income (loss) from continuing operations adjusted for (a) amortization of intangible assets, (b) ARO discount rate depreciation adjustment, (c) amortization of deferred financing costs, (d) (gain) loss on foreign exchange, (e) change in value on Call Option, (f) share of net (income) loss of investments accounted for using the equity method, (g) loss on termination of hedged arrangements, (h) (gain) loss on divestiture, (i) transaction costs, (j) acquisition, rebranding and other integration costs, (k) Founder/CEO remuneration, (l) other and (m) the tax impact of the foregoing. Adjusted income (loss) per share from continuing operations is defined as Adjusted Net Income (Loss) from continuing operations divided by the weighted average shares in the period. For the year ended December 31, 2025, change in value on Call Option has been added back to net income (loss) from continuing operations. We believe that Adjusted income (loss) per share from continuing operations provides a meaningful comparison of current results to prior periods' results by excluding items that GFL does not believe reflect its fundamental business performance.
Net Leverage is a supplemental measure used by management to evaluate borrowing capacity and capital allocation strategies. Net Leverage is equal to our total long-term debt, as adjusted for fair value, deferred financings and other adjustments and reduced by our cash, divided by Run-Rate EBITDA.
Run-Rate EBITDA represents Adjusted EBITDA for the applicable period as adjusted to give effect to management's estimates of (a) Acquisition EBITDA Adjustments (as defined above) and (b) the impact of annualization of certain new municipal and disposal contracts and cost savings initiatives, entered into, commenced or implemented, as applicable, in such period, as if such contracts or costs savings initiatives had been entered into, commenced or implemented, as applicable, on the first day of such period ((a) and (b), collectively, "Run-Rate EBITDA Adjustments"). Run-Rate EBITDA has not been adjusted to take into account the impact of the cancellation of contracts and cost increases associated with these contracts. These adjustments reflect monthly allocations of Acquisition EBITDA for the acquired businesses based on straight line proration. As a result, these estimates do not take into account the seasonality of a particular acquired business. While we do not believe the seasonality of any one acquired business is material when aggregated with other acquired businesses, the estimates may result in a higher or lower adjustment to our Run-Rate EBITDA than would have resulted had we adjusted for the actual results of each of the acquired businesses for the period prior to our acquisition. We primarily use Run-Rate EBITDA to show how GFL would have performed if each of the acquired businesses had been consummated at the start of the period as well as to show the impact of the annualization of certain new municipal and disposal contracts and cost savings initiatives. We also believe that Run-Rate EBITDA is useful to investors and creditors to monitor and evaluate our borrowing capacity and compliance with certain of our debt covenants. Run-Rate EBITDA as presented herein is calculated in accordance with the terms of our revolving credit agreement.
All references to "$" in this press release are to Canadian dollars, unless otherwise noted.
For further information:
Patrick Dovigi, Founder and Chief Executive Officer
+1 905-326-0101
pdovigi@gflenv.com
GFL Environmental Inc.
Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss)
(In millions of dollars except per share amounts)
Three months endedDecember Year endedDecember 31,
31,
2025 2024(1) 2025 2024(1)
Revenue $ 1,686.4 $ 1,571.2 $ 6,615.9 $ 6,138.8
Expenses
Cost of sales 1,348.8 1,272.5 5,248.6 5,010.0
Selling, general
and
administrative
expenses 254.7 224.5 967.4 864.5
Interest and other
finance costs 134.5 162.6 595.2 665.8
(Gain) loss on
sale of property
and equipment (95.6) 1.2 (91.1) (2.7)
(Gain) loss on
foreign exchange (85.3) 279.5 (256.9) 291.2
Loss (Gain) on
divestiture 8.6 (12.8) 8.6 481.8
Change in value on
Call Option 60.0 -- 60.0 --
Other 3.4 (1.0) (181.8) (29.7)
1,629.1 1,926.5 6,350.0 7,280.9
Share of net
(loss) income of
investments
accounted
for using the
equity method (16.0) 1.3 (39.0) 18.2
Income (loss)
before income
taxes 41.3 (354.0) 226.9 (1,123.9)
Current income tax
recovery (48.1) (78.1) (0.7) (16.4)
Deferred tax
expense
(recovery) 16.7 (64.5) (13.5) (210.0)
Income tax
recovery (31.4) (142.6) (14.2) (226.4)
Net income (loss)
from continuing
operations 72.7 (211.4) 241.1 (897.5)
Net (loss) income
from discontinued
operations (48.5) 11.9 3,572.3 159.8
Net income (loss) 24.2 (199.5) 3,813.4 (737.7)
Less: Net loss
attributable to
non-controlling
interests (9.7) (10.4) (20.7) (15.0)
Net income (loss)
attributable to
GFL Environmental
Inc. $ 33.9 $ (189.1) $ 3,834.1 $ (722.7)
Items that may be
subsequently
reclassified to
net
income (loss)
Currency
translation
adjustment (204.0) 429.0 (484.2) 544.1
Reclassification
to net income
(loss) of fair
value
movements on cash
flow hedges, net
of tax 1.1 1.4 9.1 (4.3)
Fair value
movements on cash
flow hedges, net
of tax 13.4 (32.2) 36.0 (44.8)
Share of other
comprehensive
income (loss) of
investments
accounted for
using the
equitymethod, net
of tax 11.1 -- 2.3 (1.2)
Reclassification
to net income
(loss) of foreign
currency
differences on
divestitures (2.3) -- (0.8) (26.5)
Other
comprehensive
(loss) income (180.7) 398.2 (437.6) 467.3
Comprehensive
(loss) income
from continuing
operations (108.0) 186.8 (196.5) (430.2)
Comprehensive
(loss) income
from discontinued
operations (48.5) 11.9 3,395.8 159.8
Total
comprehensive
(loss) income (156.5) 198.7 3,199.3 (270.4)
Less: Total
comprehensive
(loss) income
attributable
to
non-controlling
interests (12.6) 4.8 (31.4) 4.8
Total
comprehensive
(loss) income
attributable to
GFL Environmental
Inc. $ (143.9) $ 193.9 $ 3,230.7 $ (275.2)
Basic income
(loss) per
share(2)
Continuing
operations $ 0.19 $ (0.58) $ 0.57 $ (2.53)
Discontinued
operations (0.13) 0.06 9.67 0.42
Total operations $ 0.06 $ (0.52) $ 10.24 $ (2.11)
Diluted income
(loss) per
share(2)
Continuing
operations $ 0.19 $ (0.58) $ 0.56 $ (2.53)
Discontinued
operations (0.13) 0.06 9.43 0.42
Total operations $ 0.06 $ (0.52) $ 9.99 $ (2.11)
Weighted average
number of shares
outstanding 359,414,533 393,503,219 369,560,643 380,841,299
Diluted weighted
average number of
shares
outstanding 367,250,914 393,503,219 378,689,219 380,841,299
______________________
(1) Comparative figures have been re-presented, refer
to Note 2 and 23 in our Annual Financial Statements.
(2) Basic and diluted income (loss) per share is calculated
on net income (loss) attributable to GFL Environmental
Inc. adjusted for amounts attributable to preferred
shareholders. Refer to Note 14 in our Annual Financial
Statements.
GFL Environmental Inc.
Unaudited Consolidated Statements of Financial Position
(In millions of dollars)
December 31, 2025 December 31, 2024
Assets
Cash $ 85.6 $ 133.8
Trade and other receivables, net 802.0 1,175.1
Income taxes recoverable 96.0 86.0
Prepaid expenses and other assets 180.6 300.7
Current assets 1,164.2 1,695.6
Property and equipment, net 7,324.3 7,851.7
Intangible assets, net 1,757.0 2,833.2
Investments accounted for using the
equity method 1,898.0 344.4
Other long-term assets 256.8 207.4
Deferred income tax assets -- 209.3
Goodwill 6,894.9 8,065.8
Non-current assets 18,131.0 19,511.8
Total assets $ 19,295.2 $ 21,207.4
Liabilities
Accounts payable and accrued
liabilities 1,888.3 1,880.2
Income taxes payable 5.7 --
Long-term debt -- 1,146.5
Lease obligations 59.9 69.4
Due to related party -- 2.9
Landfill closure and post-closure
obligations 44.0 51.7
Current liabilities 1,997.9 3,150.7
Long-term debt 7,422.6 8,853.0
Lease obligations 450.6 477.2
Other long-term liabilities 34.5 41.6
Deferred income tax liabilities 777.7 464.5
Landfill closure and post-closure
obligations 1,126.5 998.7
Non-current liabilities 9,811.9 10,835.0
Total liabilities 11,809.8 13,985.7
Shareholders' equity
Share capital 7,008.4 9,938.0
Contributed surplus 205.7 151.3
Retained earnings (deficit) 229.5 (3,573.5)
Accumulated other comprehensive
(loss) income (140.8) 462.6
Total GFL Environmental Inc.'s
shareholders' equity 7,302.8 6,978.4
Non-controlling interests 182.6 243.3
Total shareholders' equity 7,485.4 7,221.7
Total liabilities and shareholders'
equity $ 19,295.2 $ 21,207.4
GFL Environmental Inc.
Unaudited Consolidated Statements of Cash Flows
(In millions of dollars)
Three months Year endedDecember 31,
endedDecember 31,
2025 2024 2025 2024
Operating
activities
Net income (loss) $ 24.2 $ (199.5) $ 3,813.4 $ (737.7)
Adjustments for
non-cash items
Depreciation of
property and
equipment 265.7 295.4 1,053.9 1,126.7
Amortization of
intangible
assets 74.7 110.9 262.2 441.1
Share of net loss
(income) of
investments
accounted
for using the
equity method 16.0 (1.3) 39.0 (18.2)
Loss (gain) on
divestiture 114.0 (12.8) (4,352.8) 481.8
Other 3.4 (1.0) (181.8) (27.0)
Interest and
other finance
costs 134.5 165.2 596.8 674.9
Share-based
payments 56.5 14.1 151.5 104.7
(Gain) loss on
unrealized
foreign exchange (85.7) 280.3 (257.1) 292.3
(Gain) loss on
sale of property
and equipment (95.6) 2.1 (89.9) (2.2)
Change in value
on Call Option 60.0 -- 60.0 --
Current income
tax (recovery)
expense (42.3) (67.6) 28.6 25.4
Deferred tax
(recovery)
expense (41.5) (49.1) 778.9 (232.5)
Interest paid in
cash (78.1) (97.2) (449.2) (490.4)
Income taxes paid
in cash, net (28.0) (8.0) (34.3) (43.8)
Changes in
non-cash working
capital items 87.6 150.4 (57.8) (17.9)
Landfill closure
and post-closure
expenditures (20.1) (16.6) (45.4) (37.0)
445.3 565.3 1,316.0 1,540.2
Investing
activities
Purchase of
property and
equipment (248.3) (317.2) (1,141.4) (1,193.0)
Proceeds on
disposal of
assets and other 42.4 20.8 58.4 61.3
(Payments)
proceeds from
divestitures (5.3) 16.5 5,811.8 86.0
Business
acquisitions and
investments, net
of cash
acquired (366.7) (36.0) (983.2) (649.5)
Distribution
received from
associates and
joint ventures 1.7 1.4 212.9 10.8
(576.2) (314.5) 3,958.5 (1,684.4)
Financing
activities
Repayment of
lease
obligations (34.5) (0.5) (115.0) (103.8)
Issuance of
long-term debt 799.7 749.6 2,633.2 3,240.5
Repayment of
long-term debt (524.9) (942.3) (4,818.9) (2,906.3)
Proceeds from -- -- 28.0 --
termination of
hedged
arrangements
Payment for
termination of
hedged
arrangements (1.1) (1.1) (2.2) (7.5)
Payment of
contingent
purchase
consideration
and holdbacks (0.4) (1.4) (5.3) (30.0)
Repurchase of
subordinate
voting shares (208.9) -- (2,967.4) --
Dividends issued
and paid (7.6) (7.5) (31.1) (28.2)
Payment of
financing costs (0.2) (7.6) (5.9) (25.1)
Repayment of loan
to related party -- -- (2.9) (5.8)
Distribution to -- -- (56.4) --
non-controlling
interest
Contribution from
non-controlling
interests -- 11.2 27.1 29.4
22.1 (199.6) (5,316.8) 163.2
(Decrease)
increase in cash (108.8) 51.2 (42.3) 19.0
Changes due to
foreign exchange
revaluation of
cash (0.2) (16.9) (5.9) (20.9)
Cash, beginning
of year 194.6 99.5 133.8 135.7
Cash, end of year $ 85.6 $ 133.8 $ 85.6 $ 133.8
SUPPLEMENTAL DATA
You should read the following information in conjunction with our audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2024, as well as our audited consolidated financial statements and notes thereto for the year ended December 31, 2025.
Revenue Growth
The following tables summarize the revenue growth in our segments for the periods indicated:
Three months ended December 31, 2025
ContributionfromAcquisitions OrganicGrowth ForeignExchange RevenueGrowth Impact TotalRevenueGrowth
fromdivestitures
Canada 3.4 % 6.5 % -- % 9.9 % -- % 9.9 %
USA 5.3 1.1 (0.3) 6.1 -- 6.1
Total 4.7 % 2.8 % (0.2) % 7.3 % -- % 7.3 %
Year ended December 31, 2025
Pro forma excluding divestitures(1)
ContributionfromAcquisitions OrganicGrowth ForeignExchange RevenueGrowth Impact Total
fromdivestitures RevenueGrowth
Canada 1.4 % 10.1 % -- % 11.5 % -- % 11.5 %
USA 3.8 2.8 1.9 8.5 (2.4) 6.1
Total 3.0 % 5.1 % 1.4 % 9.5 % (1.7) % 7.8 %
________________________
(1) Reflects pro forma adjustments to remove the contribution
of one divestiture in Fiscal 2024.
Detail of Organic Growth
The following table summarizes the components of our organic growth for the periods indicated:
Three Year Year
monthsendedDecember endedDecember endedDecember
31,2025 31,2025 31,2025(1)
Price 6.4 % 6.0 % 6.1 %
Surcharges (0.6) (1.0) (1.0)
Volume (2.3) 0.5 0.5
Commodity price (0.7) (0.5) (0.5)
Total organic
growth 2.8 % 5.0 % 5.1 %
________________________
(1) Reflects pro forma adjustments to remove the contribution
of one divestiture in Fiscal 2024.
Operating Segment Results
The following tables summarize our operating segment results for the periods indicated, excluding the results of GFL Environmental Services which has been presented as discontinued operations:
Three months endedDecember 31, 2025 Three months endedDecember 31, 2024(1)
($ millions) Revenue AdjustedEBITDA(2) AdjustedEBITDAMargin(3) Revenue AdjustedEBITDA(2) AdjustedEBITDAMargin(3)
Canada $ 552.8 $ 175.9 31.8 % $ 502.9 $ 151.2 30.1 %
USA 1,133.6 394.0 34.8 1,068.3 373.0 34.9
Solid Waste 1,686.4 569.9 33.8 1,571.2 524.2 33.4
Corporate -- (61.2) -- -- (66.2) --
Total $ 1,686.4 $ 508.7 30.2 % $ 1,571.2 $ 458.0 29.1 %
Year endedDecember 31, 2025 Year endedDecember 31, 2024(1)
($ millions) Revenue AdjustedEBITDA(2) AdjustedEBITDAMargin(3) Revenue AdjustedEBITDA(2) AdjustedEBITDAMargin(3)
Canada $ 2,162.6 $ 689.6 31.9 % $ 1,940.4 $ 578.6 29.8 %
USA 4,453.3 1,557.4 35.0 4,198.4 1,441.7 34.3
Solid Waste 6,615.9 2,247.0 34.0 6,138.8 2,020.3 32.9
Corporate -- (262.0) -- -- (260.7) --
Total $ 6,615.9 $ 1,985.0 30.0 % $ 6,138.8 $ 1,759.6 28.7 %
________________________
(1) Comparative figures have been re-presented, refer
to Note 2 and 23 in our Annual Financial Statements.
(2) A non-IFRS measure; see accompanying Non-IFRS Reconciliation
Schedule; see "Non-IFRS Measures" for an explanation
of the composition of non-IFRS measures.
(3) See "Non-IFRS Measures" for an explanation of the
composition of non-IFRS measures.
Net Leverage
The following table presents the calculation of Net Leverage as at the dates indicated:
($ millions) December 31, 2025 December 31, 2024
Total long-term debt, net of
derivative asset(1) $ 7,401.6 $ 9,884.8
Deferred finance costs and other
adjustments (25.1) (134.9)
Total long-term debt excluding
deferred finance costs
and other adjustments $ 7,426.7 $ 10,019.7
Less: cash (85.6) (133.8)
7,341.1 9,885.9
Trailing twelve months Adjusted
EBITDA(2) 1,985.0 2,250.5
Run-Rate EBITDA Adjustments(3) 172.6 182.6
Run-Rate EBITDA(3) $ 2,157.6 $ 2,433.1
Net Leverage(2) 3.4x 4.1x
________________________
(1) Total long-term debt includes derivative asset reclassified
for financial statement presentation purposes to other
long-term assets, refer to Note 10 in our Annual Financial
Statements.
(2) A non-IFRS measure; see accompanying Non-IFRS Reconciliation
Schedule; see "Non-IFRS Measures" for an explanation
of the composition of non-IFRS measures.
(3) See "Non-IFRS Measures" for an explanation of the
composition of non-IFRS measures and ratios.
Shares Outstanding
The following table presents the total shares outstanding as at the date indicated:
December 31, 2025
Subordinate voting shares 346,110,312
Multiple voting shares 11,812,964
Basic shares outstanding 357,923,276
Effect of dilutive instruments 16,970,218
Series A Preferred Shares (as converted) 5,847,311
Series B Preferred Shares (as converted) 8,700,482
Diluted shares outstanding 389,441,287
NON-IFRS RECONCILIATION SCHEDULE
Adjusted EBITDA
The following tables provide a reconciliation of our net income (loss) from continuing operations to EBITDA and Adjusted EBITDA for the periods indicated, excluding the results of GFL Environmental Services which has been presented as discontinued operations:
($ millions) Three months Three months
endedDecember 31, 2025 endedDecember 31,
2024(1)
Net income (loss) from
continuing operations $ 72.7 $ (211.4)
Add:
Interest and other
finance costs 134.5 162.6
Depreciation of property
and equipment 265.7 263.0
Amortization of
intangible assets 74.7 71.4
Income tax recovery (31.4) (142.6)
EBITDA 516.2 143.0
Add:
(Gain) loss on foreign
exchange(2) (85.3) 279.5
(Gain) loss on sale of
property and equipment (95.6) 1.2
Change in value on Call 60.0 --
Option
Share of net loss of
investments accounted
for using
the equity method(3) 20.4 3.1
Share-based payments(4) 56.5 11.9
Loss (gain) on
divestiture(5) 8.6 (12.8)
Transaction costs(6) 18.0 19.8
Acquisition, rebranding
and other integration
costs(7) 6.5 2.1
Founder/CEO
remuneration(8) -- 11.2
Other 3.4 (1.0)
Adjusted EBITDA $ 508.7 $ 458.0
($ millions) Year endedDecember 31, Year endedDecember 31,
2025 2024(1)
Net income (loss) from
continuing operations $ 241.1 $ (897.5)
Add:
Interest and other
finance costs 595.2 665.8
Depreciation of property
and equipment 1,053.9 996.9
Amortization of
intangible assets 262.2 286.7
Income tax recovery (14.2) (226.4)
EBITDA 2,138.2 825.5
Add:
(Gain) loss on foreign
exchange(2) (256.9) 291.2
Gain on sale of property
and equipment (91.1) (2.7)
Change in value on Call 60.0 --
Option
Share of net loss of
investments accounted
for using
the equity method(3) 56.5 16.9
Share-based payments(4) 150.2 97.5
Loss on divestiture(5) 8.6 481.8
Transaction costs(6) 56.1 46.1
Acquisition, rebranding
and other integration
costs(7) 13.4 6.2
Founder/CEO
remuneration(8) 31.8 26.8
Other(9) (181.8) (29.7)
Adjusted EBITDA $ 1,985.0 $ 1,759.6
________________________
(1) Comparative figures have been re-presented, refer
to Note 2 and 23 in our Annual Financial Statements.
(2) Consists of (i) non-cash gains and losses on foreign
exchange and interest rate swaps entered into in connection
with our debt instruments and (ii) gains and losses
attributable to foreign exchange rate fluctuations.
(3) Excludes share of Adjusted EBITDA of investments accounted
for using the equity method for RNG projects.
(4) This is a non-cash item and consists of the amortization
of the estimated fair value of share-based payments
granted to certain members of management under share-based
payment plans.
(5) Consists of losses resulting from the divestiture
of non-core businesses.
(6) Consists of acquisition, integration and other costs
such as legal, consulting and other fees and expenses
incurred in respect of acquisitions and financing
activities completed during the applicable period.
We expect to incur similar costs in connection with
other acquisitions in the future and, under IFRS,
such costs relating to acquisitions are expensed as
incurred and not capitalized. This is part of SG&A.
(7) Consists of costs related to the rebranding of equipment
acquired through business acquisitions. We expect
to incur similar costs in connection with other acquisitions
in the future. This is part of cost of sales.
(8) Consists of cash payments to the Founder and CEO,
which payment had been previously satisfied through
the issuance of restricted share units.
(9) The year ended December 31, 2025 includes $186.7 million
gain on dilution of equity investment in GIP and $6.5
million gain on dilution of equity investment in GFL
Environmental Service JV LP ("GES"), refer to Note
3 in our Annual Financial Statements.
Adjusted Net Income (Loss) from Continuing Operations
The following tables provide a reconciliation of our net income (loss) from continuing operations to Adjusted Net Income from continuing operations for the periods indicated, excluding the results of GFL Environmental Services which has been presented as discontinued operations:
($ millions) Three months Three months
endedDecember 31, 2025 endedDecember 31,
2024(1)
Net income (loss) from
continuing operations $ 72.7 $ (211.4)
Add:
Amortization of
intangible assets(2) 74.7 71.4
ARO discount rate
depreciation
adjustment(3) (0.3) 3.0
Amortization of deferred
financing costs 3.4 5.6
(Gain) loss on foreign
exchange(4) (85.3) 279.5
Change in value on Call 60.0 --
Option
Share of net loss of
investments accounted
for using
the equity method(5) 20.4 3.1
Loss (gain) on
divestiture(7) 8.6 (12.8)
Transaction costs(8) 18.0 19.8
Acquisition, rebranding
and other integration
costs(9) 6.5 2.1
Founder/CEO
remuneration(10) -- 11.2
Other 3.4 (1.0)
Tax effect(12) (49.1) (129.1)
Adjusted Net Income from
continuing operations $ 133.0 $ 41.4
Adjusted income per
share from continuing
operations,
basic $ 0.37 $ 0.11
Adjusted income per
share from continuing
operations,
diluted $ 0.36 $ 0.11
($ millions) Year endedDecember 31, Year endedDecember 31,
2025 2024(1)
Net income (loss) from
continuing operations $ 241.1 $ (897.5)
Add:
Amortization of
intangible assets(2) 262.2 286.7
ARO discount rate
depreciation
adjustment(3) 0.8 7.3
Amortization of deferred
financing costs 33.6 22.7
(Gain) loss on foreign
exchange(4) (256.9) 291.2
Change in value on Call 60.0 --
Option
Share of net loss of
investments accounted
for using
the equity method(5) 56.5 16.9
Loss on termination of
hedged arrangements(6) 30.5 17.2
Loss on divestiture(7) 8.6 481.8
Transaction costs(8) 56.1 46.1
Acquisition, rebranding
and other integration
costs(9) 13.4 6.2
Founder/CEO
remuneration(10) 31.8 26.8
Other(11) (181.8) (29.7)
Tax effect(12) (72.0) (235.7)
Adjusted Net Income from
continuing operations $ 283.9 $ 40.0
Adjusted income per
share from continuing
operations,
basic $ 0.77 $ 0.11
Adjusted income per
share from continuing
operations,
diluted $ 0.75 $ 0.11
________________________
(1) Comparative figures have been re-presented, refer
to Note 2 and 23 in our Annual Financial Statements.
(2) This is a non-cash item and consists of the amortization
of intangible assets such as customer lists, municipal
contracts, non-compete agreements, trade name and
other licenses.
(3) This is a non-cash item and consists of depreciation
expense related to the difference between the ARO
calculated using the credit adjusted risk-free discount
rate required for measurement of the ARO through purchase
accounting compared to the risk-free discount rate
required for quarterly valuations.
(4) Consists of (i) non-cash gains and losses on foreign
exchange and interest rate swaps entered into in connection
with our debt instruments and (ii) gains and losses
attributable to foreign exchange rate fluctuations.
(5) Excludes share of Adjusted EBITDA of investments accounted
for using the equity method for RNG projects.
(6) Consists of gains and losses on the termination of
hedged arrangements associated with the 3.750% 2025
Secured Notes, the 5.125% 2026 Secured Notes, the
4.250% 2025 Secured Notes and the 4.750% 2029 Notes.
(7) Consists of losses resulting from the divestiture
of non-core businesses.
(8) Consists of acquisition, integration and other costs
such as legal, consulting and other fees and expenses
incurred in respect of acquisitions and financing
activities completed during the applicable period.
We expect to incur similar costs in connection with
other acquisitions in the future and, under IFRS,
such costs relating to acquisitions are expensed as
incurred and not capitalized. This is part of SG&A.
(9) Consists of costs related to the rebranding of equipment
acquired through business acquisitions. We expect
to incur similar costs in connection with other acquisitions
in the future. This is part of cost of sales.
(10) Consists of cash payments to the Founder and CEO,
which payment had been previously satisfied through
the issuance of restricted share units.
(11) The year ended December 31, 2025 includes $186.7 million
gain on dilution of equity investment in GIP and $6.5
million gain on dilution of equity investment in GES,
refer to Note 3 in our Annual Financial Statements.
(12) Consists of the tax effect of the adjustments to net
income (loss) from continuing operations.
Adjusted Cash Flows from Operating Activities and Adjusted Free Cash Flow
The following tables provide a reconciliation of our cash flows from operating activities to Adjusted Cash Flows from Operating Activities and Adjusted Free Cash Flow for the periods indicated:
($ millions) Three months Three months
endedDecember 31, 2025 endedDecember 31,
2024(1)
Cash flows from operating
activities $ 445.3 $ 565.3
Less:
Operating cash flows from
discontinued
operations(2) (29.9) 133.9
Incremental cash flow
adjustment related to
corporate
costs attributable to
discontinued
operations(3) -- (31.6)
Cash flows from operating
activities (excluding
discontinued
operations) 475.2 463.0
Add:
Transaction costs(4) 18.0 19.8
Acquisition, rebranding
and other integration
costs(5) 6.5 2.1
Founder/CEO
remuneration(6) -- 11.2
Cash payments related to 3.8 --
GFL Environmental
Services
transition services
agreement(7)
Cash taxes related to
divestitures 28.2 1.3
Distribution received
from joint ventures 1.7 1.4
Adjusted Cash Flows from
Operating Activities 533.4 498.8
Proceeds on disposal of
assets and other 42.4 17.2
Purchase of property and
equipment (248.3) (285.9)
Adjusted Free Cash Flow
(including incremental
growth
investments) 327.5 230.1
Incremental growth
investments(9) 97.1 51.3
Adjusted Free Cash Flow $ 424.6 $ 281.4
($ millions) Year endedDecember 31, Year endedDecember 31,
2025 2024(1)
Cash flows from operating
activities $ 1,316.0 $ 1,540.2
Less:
Operating cash flows from
discontinued
operations(2) 39.7 471.1
Incremental cash flow
adjustment related to
corporate
costs attributable to
discontinued
operations(3) -- (126.2)
Cash flows from operating
activities (excluding
discontinued
operations) 1,276.3 1,195.3
Add:
Transaction costs(4) 56.1 46.1
Acquisition, rebranding
and other integration
costs(5) 13.4 6.2
Founder/CEO
remuneration(6) 31.8 26.8
Cash payments related to 12.6 --
GFL Environmental
Services
transition services
agreement(7)
Cash taxes related to
divestitures 28.2 16.3
Cash interest paid on 68.9 --
early termination of
long-term
debt(8)
Distribution received
from joint ventures 9.1 10.8
Adjusted Cash Flows from
Operating Activities 1,496.4 1,301.5
Proceeds on disposal of
assets and other 58.4 57.7
Purchase of property and
equipment (1,123.3) (1,046.1)
Adjusted Free Cash Flow
(including incremental
growth
investments) 431.5 313.1
Incremental growth
investments(9) 324.4 298.3
Adjusted Free Cash Flow $ 755.9 $ 611.4
________________________
(1) Comparative figures have been re-presented, refer
to Note 2 and 23 in our Annual Financial Statements.
(2) Consists of operating cash flows from discontinued
operations. As at December 31, 2025, GFL Environmental
Services was presented as discontinued operations.
Refer to Note 23 in our Annual Financial Statements.
(3) Consists of corporate costs attributable to GES. This
adjustment was not reflected in prior quarters' comparative
figures. If the adjustment had been reflected in prior
quarters' comparative figures, cash flows from operating
activities (excluding discontinued operations) would
have increased by $31.6 million for each of the three
months ended March 31, 2024, June 30, 2024 and September
30, 2024.
(4) Consists of acquisition, integration and other costs
such as legal, consulting and other fees and expenses
incurred in respect of acquisitions and financing
activities completed during the applicable period.
We expect to incur similar costs in connection with
other acquisitions in the future, and, under IFRS,
such costs relating to acquisitions are expensed as
incurred and not capitalized. This is part of SG&A.
(5) Consists of costs related to the rebranding of equipment
acquired through business acquisitions. We expect
to incur similar costs in connection with other acquisitions
in the future. This is part of cost of sales.
(6) Consists of cash payments to the Founder and CEO,
which payment had been previously satisfied through
the issuance of restricted share units.
(7) Consists of cash payments to GFL for services provided
to GES based on the transition services agreement,
which was satisfied in full on March 3, 2025 in connection
with our divestiture of GFL Environmental Services.
(8) Consists of interest and related fees on early repayment
of revolving credit facility, Term Loan B Facility,
3.75% 2025 Secured Notes and 5.125% 2026 Secured Notes.
(9) Consists of incremental sustainability related capital
projects, primarily related to recycling and RNG.
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SOURCE GFL Environmental Inc.
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February 11, 2026 16:09 ET (21:09 GMT)