Secure Waste Infrastructure Corporation【SES】株式ニュース

GFL Environmental and SECURE Waste Infrastructure announce acquisition by GFL, further expanding and densifying GFL's Western Canadian footprintApril 13, 2026 6:45 AM
PR Newswire (US)

Unique opportunity to acquire a leading waste management provider in Western CanadaImmediately accretive, increasing Adjusted Free Cash Flow(1) per share by 12% to 15%Highly attractive financial profile, increasing Adjusted EBITDA margin(1) to 31.6% and Adjusted Free Cash Flow(1) conversion to between 40.5% and 42.5% on a pro forma basisNet Leverage(1) neutral acquisition providing GFL with enhanced scale and balance sheet flexibilityPurchase price of $24.75 per SECURE common share delivers immediate value to SECURE shareholdersEnhances potential for broader future equity index inclusionMIAMI BEACH, FL and CALGARY, AB, April 13, 2026 /PRNewswire/ - GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) ("GFL") and SECURE Waste Infrastructure Corp. ("SECURE") (TSX: SES) today announced that they have entered into a definitive agreement (the "Arrangement Agreement") pursuant to which GFL has agreed to acquire all of the issued and outstanding common shares of SECURE for $24.75 per SECURE common share, representing an enterprise value of approximately $6.4 billion (the "Transaction"). The consideration for the Transaction will be satisfied through a combination of 80% in GFL subordinate voting shares and 20% in cash. The Transaction will be implemented through a plan of arrangement under the Business Corporations Act (Alberta).

The purchase price of $24.75 per SECURE common share represents a premium of 23% to the volume weighted average price of the common shares of SECURE for the 60 trading days ending April 10, 2026. Under the terms of the Transaction, SECURE common shareholders will receive, at their election, (i) $24.75 in cash, (ii) 0.4195 of a GFL subordinate voting share or (iii) a combination of $4.95 in cash and 0.3356 of a GFL subordinate voting share, for each SECURE common share held, subject to pro-ration, based on a maximum amount of GFL subordinate voting shares and maximum amount of cash as set out in the plan of arrangement, such that the aggregate consideration paid to SECURE common shareholders will consist of 80% GFL subordinate voting shares and 20% cash.The transaction is fully financed and is not subject to any financing conditions.SECURE operates a large scale, diversified waste management platform in Western Canada and North Dakota through its vertically integrated network of assets across over 80 locations, including 12 landfills, 55 waste treatment facilities, 12 recycling facilities, 98 injection wells and 5 transfer stations. SECURE's operations are supported by a proven management team and over 2,000 employees."The acquisition of SECURE will provide us with a highly complementary network of permitted waste processing and disposal assets that will densify our footprint in Western Canada, significantly enhance our scale and expand our ability to offer customers a full suite of waste management services", said Patrick Dovigi, Founder and CEO of GFL.Mr. Dovigi continued, "The transaction reinforces GFL's goal of creating long-term equity value for our shareholders and is expected to significantly accelerate the achievement of the multi-year financial targets we outlined at our Investor Day in early 2025. The high-quality portfolio of acquired assets coupled with SECURE's strong operating margins and lower maintenance capital intensity are expected to increase Adjusted EBITDA margin(1) to 31.6% and Adjusted Free Cash Flow(1) conversion to between 40.5% and 42.5%. The transaction is also expected to be immediately accretive to Adjusted Free Cash Flow(1) per share by 12% to 15%. Our significantly enhanced scale following the acquisition will allow us to materially increase our capital deployment capacity while maintaining our targeted year end Net Leverage(1) in the low-to-mid 3s. Additionally, the transaction increases GFL's float weighted market capitalization which provides greater liquidity and enhances potential for broader future equity index inclusion.""With this transaction, we have delivered to SECURE shareholders an immediate premium to market value, crystalizing the intrinsic value in our shares and delivering approximately $5.5 billion of equity value to shareholders", said Mick Dilger, Chairman of the Board of Directors of SECURE (the "SECURE Board"). "We have long respected how Patrick and his team have grown GFL over the years and believe that the 16% ownership interest that SECURE common shareholders will retain in the combined company will provide shareholders with meaningful upside as GFL continues to execute on its growth strategy.""The transaction will combine SECURE's hard to replicate infrastructure network with GFL's broader platform, strengthening GFL's ability to capture more waste streams across the value chain," said Allen Gransch, President and CEO of SECURE. "We look forward to joining the GFL team on closing and working together to further unlock value for all shareholders." Mr. Dovigi concluded, "We are excited that Allen and SECURE's other senior management will continue to lead the business following closing as both employees and shareholders of GFL. We look forward to welcoming the over 2,000 SECURE employees to the GFL family."The Transaction has been unanimously approved by the Board of Directors of both companies. Angelo, Gordon & Co. LP and Solus Alternative Asset Management LP, which collectively own approximately 20% of the issued and outstanding SECURE common shares, together with the directors and senior officers of SECURE who collectively own approximately 2% of the issued and outstanding SECURE common shares, have entered into customary voting and support agreements pursuant to which they have agreed to vote all of their SECURE common shares in favor of the Transaction at a special meeting of shareholders which is expected to be held in late May 2026 (the "Special Meeting").SECURE Special Committee and Board RecommendationsIn connection with the Transaction, the SECURE Board established a special committee (the "Special Committee"), comprised entirely of independent directors, to, among other matters, review the terms of the Transaction and consider potential alternatives available to SECURE. The Special Committee, after considering the terms of the proposed Transaction in detail and upon receipt of advice from external legal counsel and the advice and fairness opinion from its financial advisor, unanimously recommended to the SECURE Board, among other things, that the SECURE Board approve the proposed Transaction.The SECURE Board, informed in part by the recommendation of the Special Committee, and after considering the terms of the proposed Transaction in detail and receiving advice from external legal counsel and advice from its financial advisors and a fairness opinion, unanimously: (i) determined that the consideration to be received by the SECURE common shareholders pursuant to the Transaction is fair, from a financial point of view, and that the Transaction is in the best interests of SECURE; (ii) resolved to unanimously recommend that the SECURE common shareholders vote in favor of the Transaction; and (iii) authorized the entering into of the Arrangement Agreement and the performance by SECURE of its obligations under the Arrangement Agreement.RBC Capital Markets provided a verbal independent fairness opinion to the SECURE Board and ATB Cormark Capital Markets provided a verbal independent fairness opinion to the Special Committee, in each case, to the effect that, based upon and subject to the various matters, limitations and qualifications and assumptions stated in each such opinion, the consideration to be received by the SECURE common shareholders pursuant to the Transaction is fair, from a financial point of view, to the SECURE common shareholders._____________________(1)A non-IFRS measure; see "Non-IFRS Measures" below for an explanation of the composition of non-IFRS measures. 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.Financing PlanGFL has obtained fully committed financing for the Transaction through a bridge facility which can be used, together with cash on hand and capacity under its revolving credit facility, to fund the cash component of the Transaction. GFL will evaluate other long-term strategic and opportunistic financing opportunities as they present themselves. GFL expects to maintain its current credit rating profile following the closing of the Transaction.Transaction DetailsThe Transaction requires approval by at least: (i) 66 2/3% of the votes cast by SECURE common shareholders represented in person or by proxy at the Special Meeting; and (ii) a simple majority of the votes cast by SECURE common shareholders represented in person or by proxy at the Special Meeting, excluding those votes attached to SECURE common shares held by persons required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.Details of the Transaction and the required SECURE common shareholder approval will be included in an information circular ("Circular") that SECURE expects to mail to the SECURE common shareholders and file on SEDAR+ at www.sedarplus.ca in late April 2026. All holders of SECURE common shares are urged to read the Circular once available as it will contain additional important information concerning the Transaction, including the deadline for making elections to receive cash and/or GFL subordinate voting shares.The Transaction is expected to close in the second half of 2026, subject to the satisfaction of customary closing conditions, including court approval, regulatory approvals and approval by SECURE shareholders, as further detailed in the Arrangement Agreement, a copy of which will be filed on GFL's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov and SECURE's profile on SEDAR+ at www.sedarplus.ca.The Arrangement Agreement includes customary deal protection provisions, including that SECURE has agreed not to solicit or initiate any discussions regarding any other transaction, subject to customary "fiduciary out" rights to respond to a superior proposal. SECURE has also granted GFL a right-to-match any superior proposal and will pay a termination fee of $200 million to GFL if the Arrangement Agreement is terminated in certain circumstances. GFL has agreed to pay an expense reimbursement fee of up to $20 million to SECURE if the Arrangement Agreement is terminated in certain circumstances.Following completion of the Transaction, it is expected that the SECURE common shares will be delisted from the TSX and SECURE will cease to be a reporting issuer under Canadian securities laws.Conference CallGFL and SECURE will hold a conference call to discuss the Transaction on April 13, 2026 at 8:30 am Eastern Time. A live audio webcast of the conference call can be accessed by logging onto GFL's Investors page at investors.gflenv.com or by clicking here or 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: 194824) approximately 15 minutes prior to the scheduled start time.Participants who will be dialing in are encouraged to pre-register for the conference call using the following link: https://www.netroadshow.com/events/login/LE9zwo4AM07bxjk133DnH3hdaWqFuBeb9yC. 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.AdvisorsBarclays is acting as financial advisor to GFL and Stikeman Elliott LLP is acting as legal counsel to GFL in connection with the Transaction.Moelis & Company LLC and RBC Capital Markets are acting as financial advisors to SECURE. McCarthy Tétrault LLP is acting as lead Canadian legal counsel to SECURE in connection with the Transaction, with Bennett Jones LLP acting as Canadian competition counsel to SECURE.About GFLGFL 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.About SECURESECURE is a leading waste management and energy infrastructure business headquartered in Calgary, Alberta. SECURE's Waste Management segment is centered on a network of long-life, permitted processing, recovery, and disposal infrastructure across Western Canada and North Dakota that plays an essential role in the safe, efficient, and environmentally responsible management of waste generated by energy and industrial activity. Processing activities optimize the handling of hazardous and non-hazardous liquids, solids, emulsions, and industrial by-products, while recovery activities enable the recycling of metals and recovered oil, and disposal assets provide compliant, long-term solutions for residual waste. SECURE's Energy Infrastructure segment consists of crude oil terminals and storage facilities, and pipeline-connected infrastructure that enable the optimization, terminalling, storage and movement of crude oil and natural gas liquids to market, including value-adding marketing and optimization activities.Forward-Looking StatementsThis 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, including statements relating to the expected financial and other benefits of the Transaction to GFL and SECURE shareholders, GFL's expected credit rating profile, growth plans and leverage, the expected timing of closing, the timing for when SECURE expects to hold a special meeting of SECURE common shareholders to approve the Transaction and the mailing of the Circular in respect thereof, and the consideration to be received by SECURE shareholders pursuant to the Transaction. 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 and the markets in which we operate 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. Without limiting the foregoing, there can be no assurance that the Transaction will be completed, or if so on the terms currently contemplated and as beneficial to the combined company as is anticipated by such forward looking information.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; 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 favorable working capital position; the impact of competition; the changes and trends in our industry or the global economy; and changes in laws, rules, regulations, and global standards. Other important factors that could materially affect the forward-looking information contained herein can be found in the "Risk Factors" section of GFL's annual information form for the year ended December 31, 2025, GFL's other periodic filings with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada, SECURE's Annual Information Form for the year ended December 31, 2025 and from time to time in filings made by SECURE with securities regulatory authorities. 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.Non-IFRS MeasuresThis 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."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."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."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.All references to "$" in this press release are to Canadian dollars.For more information:GFL:
Patrick Dovigi
+1 905-326-0101
pdovigi@gflenv.comSECURE:
Allen Gransch, President and Chief Executive Officer;
Chad Magus, Chief Financial Officer,
Phone: (403) 984-6100,
Email: ir@secure.ca,
Website: www.secure.ca

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Original: GFL Environmental and SECURE Waste Infrastructure announce acquisition by GFL, further expanding and densifying GFL's Western Canadian footprint

SECURE ANNOUNCES 2025 FOURTH QUARTER AND YEAR-END RESULTS, 2026 GUIDANCE AND 5% DIVIDEND INCREASEFebruary 20, 2026 7:00 AM
PR Newswire (Canada)

Achieved Full-Year 2025 Adjusted EBITDA of $501 million;Returned $373 million to shareholders in 2025 through dividends and the repurchase of 8% of outstanding sharesProvides 2026 Adjusted EBITDA guidance of $520–$550 millionBoard approval of a 5% increase to the quarterly dividend rate to $0.105 per shareCALGARY, AB, Feb. 20, 2026 /CNW/ - SECURE Waste Infrastructure Corp. ("SECURE" or the "Corporation") (TSX: SES), a leading waste management and energy infrastructure company, reported today its operational and financial results for the three and twelve months ended December 31, 2025, and provided financial guidance for 2026."2025 demonstrated the resilience and quality of SECURE's infrastructure-backed business model. From a macro perspective, it was a challenging year across our markets, but our teams executed with discipline, controlled costs, and continued to deliver reliable service to our customers," said Allen Gransch, President and Chief Executive Officer. "Despite a volatile macro backdrop, softer commodity prices, and near-term headwinds in metals recycling, we grew Adjusted EBITDA to over $500 million, generated strong free cash flow, and continued to return significant capital to shareholders. Our 5% dividend increase underscores our confidence in the strength and sustainability of the business.""As we enter 2026, we are well positioned for growth as several long-cycle, contracted infrastructure projects come online, metals recycling performance improves, and our core waste network continues to benefit from recurring production and industrial activity. We will continue to invest in high-return, infrastructure-backed organic projects as we expand our network to meet the growing needs of our customers. Based on current visibility, we expect to generate Adjusted EBITDA of $520 to $550 million in 2026, while maintaining disciplined capital allocation, a strong balance sheet, and financial flexibility."FOURTH QUARTER RESULTSGenerated revenue of $372 million and net income of $53 million ($0.24 per basic share)Achieved Adjusted EBITDA(1) of $135 million ($0.62 per basic share), up 15% year over year (24% on a per share basis)Delivered strong funds flow from operations of $118 million ($0.54 per basic share) and discretionary free cash flow(1) of $84 million ($0.39 per basic share), supporting the continued execution of SECURE's capital allocation priorities.Advanced key organic growth projects, including:Two fully contracted produced water disposal facilities in the Montney region, with the first facility commissioned during the fourth quarter and the second expected to be in service in Q1 2026;The reopening of an industrial waste processing facility in Alberta's Industrial Heartland, expected to be completed by the end of Q2 2026; andContinued optimization and expansion of metals recycling logistics.Returned significant capital to shareholders through dividends and share buybacks, while maintaining significant financial flexibility.Declared and paid a quarterly dividend of $0.10 per common share, representing a yield of approximately 2% on our current share price.Repurchased 932,200 common shares at a weighted average price of $17.16 per share for $16 million under the Corporation's Normal Course Issuer Bid ("NCIB"). The NCIB was renewed in December 2025, allowing the Corporation to repurchase up to 10% of its public float over the subsequent 12-months.Ended the year with a Total Debt to Adjusted EBITDA(2) covenant ratio of 2.1x (1.8x excluding leases), providing flexibility to fund growth, return capital, and pursue selective tuck-in acquisitions.Closed offering of $300 million aggregate principal amount of 5.75% senior unsecured notes due November 20, 2032. The net proceeds of the offering were used to repay existing indebtedness under the Corporation's senior secured revolving credit facility.ANNUAL RESULTSGenerated $1,472 million of revenue and net income of $123 million ($0.55 per basic share).Generated full-year Adjusted EBITDA of $501 million ($2.24 per basic share), reflecting growth on an absolute basis despite a softer operating environment. Driven by the significant share repurchases in 2024 and 2025, Adjusted EBITDA on a per share basis increased 17%.Generated funds flow from operations of $378 million ($1.69 per basic share), and discretionary free cash flow of $273 million ($1.22 per basic share).Deployed $138 million of organic growth capital, exceeding the original expectation of approximately $75 million, as customer demand accelerated and project scopes expanded. Growth capital spending in 2025 was approximately 10% or $13 million above the revised guidance of $125 million provided last quarter, reflecting the advancement of two produced water disposal expansions at existing facilities in December that we will continue to incur costs on and complete in 2026. Repurchased 18,989,290 common shares at a weighted average price per share of $14.96 for a total cost of $284 million, reducing total shares outstanding in the year by 8%.___________________________________________________________________________________ •Non-GAAP financial measure or Non-GAAP ratio. Refer to the "Non-GAAP and other specified financial measures" section herein. • Calculated in accordance with the Corporation's credit facility agreements. Refer to the Q4 2025 Management's Discussion and Analysis ("MD&A").SUBSEQUENT EVENTSThe Corporation has continued litigation with Canadian Energy Services L.P. ("CES") regarding certain patented drilling fluid technology (the "Patent") dating back to 2018. SECURE was confirmed as the owner of the Patent after CES's appeals were dismissed by the Federal Court of Appeal in April of 2025 and by the Supreme Court of Canada on January 28, 2026. After the Federal Court of Appeal's confirmation of SECURE's ownership of the Patent, SECURE filed an infringement claim against CES on May 22, 2025, alleging damages of at least $100 million. The litigation is at an early stage and outcomes remain uncertain. The Corporation's Board of Directors approved a 5% increase to the quarterly dividend rate to $0.105 per share, further demonstrating confidence in the strength and resilience of the business. SECURE expects the revised rate to apply beginning with the Q2 2026 dividend paid in April, subject to future declaration.VOLUNTARY CHANGE IN ACCOUNTING POLICYIn the fourth quarter, SECURE implemented a voluntary accounting policy change related to the presentation of our oil purchase and resale activities and certain commodity-related derivative instruments. As a result, we now present realized and unrealized gains and losses from physically settled commodity contracts and related derivatives on a net basis within revenue, rather than presenting gross proceeds and offsetting costs. SECURE's management and Board of Directors believes this provides a clearer view of SECURE's underlying, infrastructure-driven earnings and improves the transparency and comparability of our reported results for investors.OUTLOOKAs of early 2026, SECURE is operating with strong momentum, supported by the commissioning of contracted organic growth projects, improving performance in the metals recycling business, and continued stability across our core waste management and energy infrastructure network.Global energy and industrial markets remain influenced by geopolitical and macroeconomic uncertainty, including evolving developments in major hydrocarbon-producing regions, continued trade tensions and tariff-related disruptions. While these factors continue to impact market sentiment and certain end markets, the direct exposure to SECURE's business remains limited. The Corporation's infrastructure-backed model, high proportion of ongoing production and industrial-linked volumes, and long-term contracted assets continue to provide stability through market cycles and support resilient, recurring cash flows.Customers across SECURE's network remain disciplined in their capital and operating decisions, prioritizing efficiency and free cash flow generation amid a cautious macro environment and lower commodity prices. Canadian oil and gas production continues to demonstrate resilience, supported by structurally low break-even economics, with the median Canadian production company requiring approximately US$50/bbl WTI to fund maintenance capital and base dividends. This capital discipline supports stable production levels even in a sub-US$60/bbl environment.Improved market access is further strengthening netbacks, with incremental export capacity on the Trans Mountain Pipeline Expansion and the commissioning of LNG Canada is supporting incremental natural gas production, particularly in the Montney. Together, these structural improvements underpin stable production levels and associated waste volumes across SECURE's network. Ongoing regulatory-driven environmental remediation programs further underpin stable, counter-cyclical demand, supporting long-term visibility and growth.In metals recycling, U.S.-Canada trade dynamics and tariffs on finished steel continue to dampen domestic demand for ferrous scrap. These impacts have been mitigated by SECURE's diversified end markets, expanded rail logistics capacity, and operational flexibility as volumes have been redirected to the U.S.Growth in 2026 is expected to be driven primarily by the commissioning of long-cycle, contracted water infrastructure projects advanced in 2025, incremental capacity expansions in constrained regions, and improving performance across the metals recycling business. Importantly, the Corporation's capital program is designed to support existing customer activity and long-term contracted volumes, rather than relying on a recovery in drilling activity or commodity prices.2026 FINANCIAL GUIDANCEGiven current visibility and the contracted nature of its growth projects, management remains confident in SECURE's ability to deliver year-over-year Adjusted EBITDA growth and strong free cash flow generation in 2026. Based on the current macroeconomic environment, the Corporation expects the following for 2026:Adjusted EBITDA: $520 million to $550 million, with approximately 75% contributed by the Waste Management segment.Growth Capital Expenditures: Approximately $75 million in organic growth capital for the following projects:Completion of the Redwater industrial waste processing facility in Alberta's Industrial Heartland scheduled to be opened at the end of the second quarter;Expansion capital for two waste processing facilities by providing additional produced water disposal wells, water pipelines and associated infrastructure in the Montney;A variety of waste management facility optimization projects and equipment, including the investment of pre-shredding infrastructure for the Edmonton metals recycling facility to enhance throughput and reduce downtime on the mega shredder.Sustaining Capital Expenditures: SECURE also expects to invest approximately $85 million in sustaining capital, including the expansion of landfill cells.With a Total Debt to EBITDA ratio of 2.1x at December 31, 2025 (1.8x excluding leases) and substantial discretionary free cash flow generation expected, SECURE will continue to execute a disciplined capital allocation strategy to support long-term value creation, including:Advancing high-return organic projects and pursuing strategic, complementary acquisition opportunities in a disciplined manner, focusing on high quality assets that are strategically aligned, accretive to cash flow, and offer clear integration and synergy potential;Increasing the quarterly dividend by 5% to $0.105 per share ($0.42 annualized), equal to approximately $91 million based on current shares outstanding, generating a yield of approximately 2%;At management's and the Board's discretion, continuing opportunistic share repurchases under the NCIB when we believe our shares trade at a meaningful discount to intrinsic value; andMaintaining a strong balance sheet to provide significant financial flexibility and resilience.With portfolio simplification and strategic repositioning largely complete, 2026 is expected to be a year focused on execution, consistency, and incremental growth. With more than 80 high barrier to entry facilities strategically located across Western Canada and North Dakota, SECURE is well positioned to manage growing waste and water volumes associated with industrial and upstream activity. A disciplined approach to capital allocation, a strong balance sheet, and a contract-backed investment strategy are expected to support sustainable growth and resilient shareholder returns through 2026 and beyond.FOURTH QUARTER AND YEAR-END 2025 CONFERENCE CALL SECURE will host a conference call on Friday, February 20, 2026, at 9:00 a.m. MST to discuss the fourth quarter and annual 2025 results. To participate in the conference call, dial 437-900-0527 or toll free 1-888-510-2154. To access the simultaneous webcast, please visit www.secure.ca/financial-statements-and-events. For those unable to listen to the live call, a taped broadcast will be available at www.secure.ca and, until midnight MST on Friday, February 27, 2026, by dialing 1-888-660-6345 and using the pass code 17852#.ABOUT SECURE SECURE is a leading waste management and energy infrastructure business headquartered in Calgary, Alberta. SECURE's Waste Management segment is centered on a network of long-life, permitted processing, recovery, and disposal infrastructure across Western Canada and North Dakota that plays an essential role in the safe, efficient, and environmentally responsible management of waste generated by energy and industrial activity. Processing activities optimize the handling of hazardous and non-hazardous liquids, solids, emulsions, and industrial by-products, while recovery activities enable the recycling of metals and recovered oil, and disposal assets provide compliant, long-term solutions for residual waste. SECURE's Energy Infrastructure segment consists of crude oil terminals and storage facilities, and pipeline-connected infrastructure that enable the optimization, terminalling, storage and movement of crude oil and natural gas liquids to market, including value-adding marketing and optimization activities.SECURE's shares trade under the symbol SES and are listed on the Toronto Stock Exchange.NON-GAAP AND OTHER SPECIFIED FINANCIAL MEASURES The Corporation uses accounting principles that are generally accepted in Canada (the issuer's "GAAP"), which includes International Financial Reporting Standards ("IFRS"). This news release contains certain measures that are considered "specified financial measures" (being either "non-GAAP financial measures", "non-GAAP ratios", "capital management measures" or "supplementary financial measures", as applicable) as defined in National Instrument 52-112 - Non-GAAP and Other Financial Measures Disclosures, including: Adjusted EBITDA and Discretionary Free Cash Flow (non-GAAP financial measures); Adjusted EBITDA per basic share (non-GAAP ratio); Discretionary Free Cash Flow per basic share (non-GAAP ratio);and Total Debt (capital management measure), which do not have any standardized meaning as prescribed by IFRS. These measures are intended as a complement to results provided in accordance with IFRS. The Corporation believes these measures provide additional useful information to analysts, shareholders and other users to understand the Corporation's financial results, profitability, cost management, liquidity and ability to generate funds to finance its operations.However, these measures should not be used as an alternative to IFRS measures because they are not standardized financial measures under IFRS and therefore might not be comparable to similar financial measures disclosed by other companies. See the "Non-GAAP and other specified financial measures" section of the Corporation's MD&A for the three and twelve months ended December 31, 2025 and 2024 for further details, which is incorporated by reference herein and available on SECURE's profile at www.sedarplus.ca and on our website at www.secure.ca.Adjusted EBITDA and Adjusted EBITDA per basic shareAdjusted EBITDA is calculated as noted in the table below and reflects items that the Corporation considers appropriate to adjust given the irregular nature and relevance to comparable operations. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA per basic share is defined as Adjusted EBITDA divided by basic weighted average common shares. For the three and twelve months ended December 31, 2025 and 2024, transaction and related costs have been adjusted as they are costs outside the normal course of business. The following table reconciles the Corporation's net income, being the most directly comparable financial measure disclosed in the Corporation's financial statements, to Adjusted EBITDA for the three and twelve months ended December 31, 2025 and 2024.
Three months ended December 31,Twelve months ended December 31,
20252024% Change20252024% ChangeNet income533456123582(79)Adjustments:

Depreciation, depletion and amortization (1)4842141881739Share-based compensation (2)39(67)3034(12)Transaction and related costs12(50)94125Interest, accretion and finance costs 211275715529Gain on asset divestitures————(520)(100)Other (income) expense(8)5(100)4320155Current tax expense 11—412846Deferred tax expense (recovery)161145—103(100)Unrealized loss (gain) on mark to market transactions (3) —1(100)(4)11(136)Adjusted EBITDA135117155014902 (1) Included in cost of sales and/or general and administrative ("G&A") expenses on the Consolidated Statements of Comprehensive Income.(2) Included in G&A expenses on the Consolidated Statements of Comprehensive Income (3) Includes amounts reported in revenue on the Consolidated Statements on Comprehensive Income.Discretionary free cash flow and Discretionary free cash flow per basic shareDiscretionary free cash flow is defined as funds flow from operations adjusted for sustaining capital expenditures, and lease payments. The Corporation may deduct or include additional items in its calculation of discretionary free cash flow that are unusual, non-recurring, or non-operating in nature. Discretionary Free Cash Flow per basic share is defined as discretionary free cash flow divided by basic weighted average common shares. For the three and twelve months ended December 31, 2025 and 2024, transaction and related costs have been adjusted as they are costs outside the normal course of business. The following table reconciles the Corporation's funds flow from operations, being the most directly comparable financial measure disclosed in the Corporation's financial statements, to discretionary free cash flow.
Three months ended December 31,Twelve months ended December 31,
20252024% Change20252024% ChangeFunds flow from operations11810611378411(8)Adjustments:

Sustaining capital (1)(28)(22)27(87)(72)21Lease liability principal payments (7)(6)17(27)(27)22Transaction and related costs12(50)94125Discretionary free cash flow84805273316(14)(1) The Corporation classifies capital expenditures as either growth, acquisition or sustaining capital. Refer to "Operational Definitions" in the MD&A for further information.FINANCIAL STATEMENTS AND MD&AThe Corporation's consolidated financial statements and notes thereto and MD&A for the three and twelve months ended December 31, 2025 and 2024 are available on SECURE's website at www.secure.ca and on SEDAR+ at www.sedarplus.ca.FORWARD-LOOKING STATEMENTSCertain statements contained or incorporated by reference in this press release constitute "forward-looking statements and/or "forward-looking information" within the meaning of applicable securities laws (collectively referred to as "forward-looking statements"). When used in this press release, the words "achieve", "advance", "anticipate", "believe", "can be", "capacity", "commit", "continue", "could", "deliver", "drive", "enhance", "ensure", "estimate", "execute", "expect", "focus", "forecast", "forward", "future", "goal", "grow", "integrate", "intend", "may", "maintain", "objective", "ongoing", "opportunity", "outlook", "plan", "position", "potential", "prioritize", "realize", "remain", "result", "seek", "should", "strategy", "target" "will", "would" and similar expressions, as they relate to SECURE, its management are intended to identify forward-looking statements. Such statements reflect the current views of SECURE and speak only as of the date of this press release.In particular, this press release contains or implies forward-looking statements pertaining but not limited to: SECURE's 2026 guidance and outlook, including with respect to Adjusted EBITDA and planned capital expenditures and growth projects (including for organic growth capital, sustaining capital and asset retirement obligations); SECURE's expectations and priorities for 2026 and beyond and its ability and position to achieve such priorities; SECURE's business plans, objectives, goals, targets, priorities and strategies; that structural improvements in Western Canada will underpin stable production levels and associated waste volumes across SECURE's network; the strength of SECURE's recurring cash flow; factors enabling growth for SECURE and its customers; SECURE's expectations related to global energy demand and the corresponding demand for its services; expectations and uncertainty with respect to the economy, evolving economic conditions and the industrial landscape in North America; factors impacting Adjusted EBITDA guidance; expectations with respect to growth drivers and financial performance in 2026; the Corporation's expectation that its strong balance sheet and projected cash flows will provide SECURE with the flexibility to execute on its capital priorities; SECURE's dividend policy, and the declaration, timing and amount of dividends thereunder; statements concerning shareholder returns, share buybacks and the NCIB, including the duration of the NCIB, the number of common shares which may be purchased under the NCIB, the timing, amount and price of purchases of common shares under the NCIB; statements pertaining to the quantum of damages which may be determined to have been suffered by SECURE as a result of the infringement by CES, SECURE's infringement claim against CES and the potential outcomes of such claim, including the potential recovery of damages or profits of such infringement claim, the ability of SECURE to protect and enforce its intellectual property rights; and other statements.Forward-looking statements are based on certain assumptions that SECURE has made in respect thereof as at the date of this press release regarding, among other things: SECURE's expectations for the remainder of 2026; SECURE's 2026 outlook; economic and operating conditions, including commodity prices, crude oil and natural gas storage levels, interest rates, exchange rates, and inflation; ability to enter into signing agreements with customers to backstop the investments and acquisition opportunities present; continued demand for the Corporation's infrastructure services and activity linked to long-term and recurring projects; the expectation with respect to the commercial agreements entered into by SECURE for water disposal services in the Montney resource play and the benefits derived therefrom; the changes in market activity and growth will be consistent with industry activity in Canada and the U.S. and growth levels in similar phases of previous economic cycles; expectations and responses of SECURE's customers in response to economic concerns and instability; infrastructure developments in western Canada; increased capacity and stronger pricing with access to global markets through new infrastructure; the impact of any new pandemic or epidemic and other international or geopolitical events, including government responses related thereto and their impact on global energy pricing, oil and gas industry exploration and development activity levels and production volumes; anticipated sources of funding being available to SECURE on terms favourable to SECURE; the success of the Corporation's operations and growth projects; the impact of seasonal weather patterns; the Corporation's competitive position, operating, acquisition and sustaining costs remaining substantially unchanged; the Corporation's ability to attract and retain customers; that counterparties comply with contracts in a timely manner; current commodity prices, forecast taxable income, existing tax pools and planned capital expenditures; that there are no unforeseen events preventing the performance of contracts or the completion and operation of the relevant facilities; that there are no unforeseen material costs in relation to the Corporation's facilities and operations; that prevailing regulatory, tax and environmental laws and regulations apply or are introduced as expected, and the timing of such introduction; increases to the Corporation's share price and market capitalization over the long term; disparity between the Corporation's share price and the fundamental value of the business; the Corporation's ability to repay debt and return capital to shareholders; credit ratings; the Corporation's ability to obtain and retain qualified personnel (including those with specialized skills and knowledge), technology and equipment in a timely and cost-efficient manner; the Corporation's ability to access capital and insurance; operating and borrowing costs, including costs associated with the acquisition and maintenance of equipment and property; the ability of the Corporation and our subsidiaries to successfully market our services in western Canada and the U.S.; environmental, social and governance ("ESG"), sustainability and environmental considerations in the oil and gas industry; the impacts of climate-change on the Corporation's business; the current business environment remaining substantially unchanged; present and anticipated programs and expansion plans of other organizations operating in the energy service industry resulting in an increased demand for the Corporation's and our subsidiaries' services; future acquisition and maintenance costs; the Corporation's ability to achieve its ESG and sustainability targets and goals and the costs associated therewith; and other risks and uncertainties described in SECURE's Annual Information Form for the year ended December 31, 2025 ("AIF") and from time to time in filings made by SECURE with securities regulatory authorities.Forward-looking statements involve significant known and unknown risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether such results will be achieved. Readers are cautioned not to place undue reliance on these statements as a number of factors could cause actual results to differ materially from the results discussed in these forward-looking statements, including but not limited to: general global financial conditions, including general economic conditions in Canada and the U.S.; the effect of any tariffs currently imposed, including the delay or escalation of any such tariffs, or the implementation of any new or additional tariffs, surtaxes, export bans, or other restrictive trade measures or countermeasures affecting international trade, including between the U.S. and Canada; the effect of any pandemic or epidemic, inflation and international or geopolitical events and governmental responses thereto on economic conditions, commodity prices and the Corporation's business and operations; changes in the level of capital expenditures made by oil and natural gas producers and the resultant effect on demand for oilfield services during drilling and completion of oil and natural gas wells; volatility in market prices for oil and natural gas and the effect of this volatility on the demand for oilfield services generally; a transition to alternative energy sources; the Corporation's inability to retain customers; risks inherent in the energy industry, including physical climate-related impacts; the Corporation's ability to generate sufficient cash flow from operations to meet our current and future obligations; the seasonal nature of the oil and gas industry; increases in debt service charges including changes in the interest rates charged under the Corporation's current and future debt agreements; inflation and supply chain disruptions; the Corporation's ability to access external sources of debt and equity capital and insurance; disruptions to our operations resulting from events out of our control; the process, resources, cost, results, timing and impact of any litigation matters involving the Corporation, the Corporation's ability to successfully appeal adverse outcomes of such litigation, if any, and the timing, determination and recovery of amounts related to such litigation, including any appeals, as well as the Corporation's ability to collect any judgment ultimately awarded, if any, and the timing thereof; the timing and amount of stimulus packages and government grants relating to site rehabilitation programs; the cost of compliance with and changes in legislation and the regulatory and taxation environment, including uncertainties with respect to implementing binding targets for reductions of emissions and the regulation of hydraulic fracturing services and services relating to the transportation of dangerous goods; uncertainties in weather and temperature affecting the duration of the oilfield service periods and the activities that can be completed; ability to maintain and renew the Corporation's permits and licenses which are required for its operations; competition; impairment losses on physical assets; sourcing, pricing and availability of raw materials, consumables, component parts, equipment, suppliers, facilities, and skilled management, technical and field personnel; supply chain disruption; the Corporation's ability to effectively complete acquisition and divestiture transactions on acceptable terms or at all; failure to realize the benefits of acquisitions or dispositions and risks related to the associated business integration (including specifically with respect to the two strategic acquisitions in the metals recycling business); risks related to a new business mix and significant shareholder; liabilities and risks, including environmental liabilities and risks inherent in SECURE's operations; the Corporation's ability to invest in and integrate technological advances and match advances of our competition; the viability, economic or otherwise, of such technology; credit, commodity price and foreign currency risk to which the Corporation is exposed in the conduct of our business; compliance with the restrictive covenants in the Corporation's current and future debt agreements; the Corporation's or our customers' ability to perform their obligations under long-term contracts; misalignment with our partners and the operation of jointly owned assets; the Corporation's ability to source products and services on acceptable terms or at all; the Corporation's ability to retain key or qualified personnel, including those with specialized skills or knowledge; uncertainty relating to trade relations and associated supply disruptions; the effect of changes in government and actions taken by governments in jurisdictions in which the Corporation operates, including in the U.S.; the effect of climate change and related activism on our operations and ability to access capital and insurance; the effects of the introduction of greenwashing regulations in the jurisdictions in which we operate; cyber security and other related risks; the Corporation's ability to bid on new contracts and renew existing contracts; potential closure and post-closure costs associated with landfills operated by the Corporation; the Corporation's ability to protect our proprietary technology and our intellectual property rights; legal proceedings and regulatory actions to which the Corporation may become subject, including in connection with any claims for infringement of a third parties' intellectual property rights and the outcome of such proceedings and actions; third parties infringing on the intellectual property rights of the Corporation and the Corporation's ability to protect such rights, including the cost and outcome of such protection measures; the Corporation's ability to meet its ESG and sustainability targets or goals and the costs associated therewith; claims by, and consultation with, Indigenous Peoples in connection with project approval; disclosure controls and internal controls over financial reporting; and other risk factors identified in the AIF and from time to time in filings made by the Corporation with securities regulatory authorities.The guidance in respect of the Corporation's expectations of Adjusted EBITDA, capital expenditures (including organic growth capital and sustaining capital), and discretionary free cash flow in 2026 in this press release may be considered to be a financial outlook for the purposes of applicable Canadian securities laws. Such information is based on assumptions about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information currently available, and which may become available in the future. These projections constitute forward-looking statements and are based on several material factors and assumptions set out above. Actual results may differ significantly from such projections. See above for a discussion of certain risks that could cause actual results to vary. The financial outlook contained in this press release has been approved by management as of the date of this press release. Readers are cautioned that any such financial outlook contained herein should not be used for purposes other than those for which it is disclosed herein. SECURE and its management believe that the financial outlook contained in this press release has been prepared based on assumptions that are reasonable in the circumstances, reflecting management's best estimates and judgments, and represents, to the best of management's knowledge and opinion, expected and targeted financial results. However, because this information is highly subjective, it should not be relied on as necessarily indicative of future results.Although forward-looking statements contained in this press release are based upon what the Corporation believes are reasonable assumptions, the Corporation cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements in this press release are made as of the date hereof and are expressly qualified by this cautionary statement. Unless otherwise required by applicable securities laws, SECURE does not intend, or assume any obligation, to update these forward-looking statements.

SOURCE SECURE Waste Infrastructure Corp.

Original: SECURE ANNOUNCES 2025 FOURTH QUARTER AND YEAR-END RESULTS, 2026 GUIDANCE AND 5% DIVIDEND INCREASE