GFL 40-F
GFL Environmental Inc. (GFL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
[Check one]
Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
or
Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
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Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”).
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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At December 31, 2025,
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Emerging growth company
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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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TABLE OF CONTENTS
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Clawback Policy | ||
Annual Information Form | ||
Management’s Discussion and Analysis for the Fiscal Year Ended December 31, 2025 | ||
Consolidated Financial Statements for the Fiscal Year Ended December 31, 2025 | ||
Consent of KPMG LLP dated February 18, 2026 | ||
Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
Inline Interactive Data File |
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INTRODUCTION
In this annual report on Form 40-F for the year ended December 31, 2025, all references to “GFL”, “we”, “our”, “us”, “the Company” or similar terms refer to GFL Environmental Inc. and its consolidated subsidiaries.
DISCLOSURE CONTROLS AND PROCEDURES
The information provided under the heading “Disclosure Controls and Procedures” contained in the Company’s Management’s Discussion and Analysis for the fiscal year ended December 31, 2025, filed as Exhibit 99.2 to this annual report on Form 40-F (“2025 MD&A”), is incorporated by reference herein.
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management’s annual report on internal control over financial reporting
The information provided under the heading “Management’s Annual Report on Internal Control Over Financial Reporting”, contained in the 2025 MD&A, is incorporated by reference herein.
Auditor’s attestation report on internal control over financial reporting
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears on page F-6 of the Company’s audited annual consolidated financial statements for the fiscal year ended December 31, 2025, filed as Exhibit 99.3 to this annual report on Form 40-F and is incorporated by reference herein.
Changes in internal control over financial reporting
The information provided under the heading “Changes in Internal Control Over Financial Reporting”, contained in the 2025 MD&A, is incorporated by reference herein.
AUDIT COMMITTEE FINANCIAL EXPERT
The information provided under the heading “Directors and Officers - Committees of our Board of Directors - The Audit Committee” identifying the Company’s Audit Committee Financial Experts, and confirming the independence of the Audit Committee Financial Experts, contained in the Company’s Annual Information Form (dated February 18, 2026), filed as Exhibit 99.1 to this annual report on Form 40-F (the “Annual Information Form”), is incorporated by reference herein.
CODE OF ETHICS
Our board of directors has adopted a written code of ethics (the “Code of Ethics”) which applies to all of our officers (including our principal executive officer, principal financial officer, principal accounting officer and/or controller), directors, employees, contractors and agents, acting on behalf of us. We have posted a current copy of our Code of Ethics on our investor relations website at http://investors.gflenv.com under “Governance Documents” in the “Sustainability” section. We granted no waivers under the Code of Ethics in 2025. We intend to satisfy the disclosure requirement regarding amendments to, or waivers from, a provision of the Code of Ethics by posting such information on our website at the address and location specified above. The information contained on our website is not incorporated by reference into this Annual Report on Form 40-F.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our auditor is
The information provided under the heading “Directors and Officers - Committees of our Board of Directors – Auditor Service Fees”, contained in the Annual Information Form, is incorporated by reference herein.
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OFF-BALANCE SHEET ARRANGEMENTS
Performance Bonds
The information provided under the heading “Other Commitments”, contained in the 2025 MD&A, is incorporated by reference herein.
CONTRACTUAL AND OTHER OBLIGATIONS
Contractual Obligations
The information provided under the heading “Contractual Obligations”, contained in the 2025 MD&A, is incorporated by reference herein.
Other Commitments
The information provided under the heading “Other Commitments”, contained in the 2025 MD&A, is incorporated by reference herein.
IDENTIFICATION OF THE AUDIT COMMITTEE
The information provided under the heading “Directors and Officers” identifying the Company’s Audit Committee and confirming the independence of the Audit Committee, contained in the Annual Information Form, is incorporated by reference herein.
SUMMARY OF SIGNIFICANT CORPORATE GOVERNANCE DIFFERENCES
We are a “foreign private issuer” (as such term is defined in Rule 3b–4 under the Securities Exchange Act of 1934 (the “Exchange Act”)), and our subordinate voting shares are listed on the New York Stock Exchange (the “NYSE”). The NYSE Listing Rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of the NYSE. Accordingly, we may follow certain corporate governance practices of our “home country”, Canada, in lieu of certain of the corporate governance requirements of the NYSE. The application of such exceptions requires that we disclose any significant ways that our corporate governance practices differ from the NYSE Listing Rules that we do not follow, if any.
Although we currently follow the corporate governance requirements of the NYSE and do not avail ourselves of the exemptions afforded to foreign private issuers under the NYSE Listing Rules, to the extent permitted, we may in the future decide to follow Canadian corporate governance practices instead of some or nearly all of the NYSE’s requirements. Following our “home country” governance practices may provide less protection than is accorded to investors under the NYSE Listing Rules applicable to domestic U.S. issuers. If in the future we decide to follow our “home country” governance practices, we intend to make available a comparison of NYSE Corporate Governance Rules required to be followed by domestic U.S. issuers and our corporate governance either in our annual report or on our website, as required by the NYSE Listing Rules.
UNDERTAKING
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the U.S. Securities and Exchange Commission (the “SEC”) Staff, and to furnish promptly, when requested to do so by the SEC Staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
| GFL Environmental Inc. | ||
By: | /s/ Patrick Dovigi | ||
Name: | Patrick Dovigi | ||
Title: | President and Chief Executive Officer | ||
Date: February 18, 2026 | |||
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EXHIBIT INDEX
Exhibits | | Description |
97 | ||
99.1 | ||
99.2 | Management’s Discussion and Analysis for the Fiscal Year Ended December 31, 2025 | |
99.3 | Consolidated Financial Statements for the Fiscal Year Ended December 31, 2025 | |
99.4 | ||
99.5 | Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
99.6 | Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
99.7 | Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
99.8 | Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS | Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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