BRP and its principal shareholder announce Bought Deal Secondary Offering

BRP logo © BRP

The short form base shelf prospectus and preliminary prospectus supplement are, and the final prospectus supplement relating to the secondary offering will be within two business days, accessible through SEDAR+.

BRP Inc. (TSX:DOO; NASDAQ:DOOO) ("BRP" or the "Company") announced today that Bain Capital Integral Investors II, L.P. ("Bain" or the "Selling Shareholder"), and the Company have entered into an agreement with BMO Capital Markets to complete a secondary offering on a bought deal basis (the "Offering"). Under the agreement, BMO Capital Markets has agreed to purchase from Bain 1,500,000 subordinate voting shares of the Company (the "Subordinate Voting Shares") at a price to the public of C$90.71 per Subordinate Voting Share.

In connection with the Offering, the Company will file a prospectus supplement to its short form base shelf prospectus dated March 26, 2025. The prospectus supplement will be filed with the securities regulatory authorities in each of the provinces and territories of Canada as well as with the U.S. Securities and Exchange Commission (SEC) as part of an effective registration statement on Form F-10 under the U.S./Canada Multijurisdictional Disclosure System.

Bain and its affiliates currently hold 11,996,629 multiple voting shares of the Company (the "Multiple Voting Shares") representing approximately 16.4% of the issued and outstanding shares of the Company (the "Shares") and approximately 27.1% of the voting power attached to all of the Shares. Following the closing of the Offering and not accounting for the anticipated distribution in kind described below, Bain and its affiliates will hold 10,496,629 Multiple Voting Shares, representing approximately 14.4% of the issued and outstanding Shares and approximately 24.4% of the voting power attached to all of the Shares.

The net proceeds of the Offering will be paid directly to the Selling Shareholder. The Company will not receive any proceeds from the Offering.

BRP's Subordinate Voting Shares are listed on the Toronto Stock Exchange (TSX) and Nasdaq Global Select Market (NASDAQ) under the symbol "DOO" and "DOOO", respectively.

The Offering is expected to close on or about September 12, 2025, subject to customary closing conditions.

The Offering is being made only by means of the prospectus supplement and the registration statement, which contain important information about the Offering. Before making an investment decision, prospective investors should read such documents, including the documents incorporated by reference therein, which, when available, may be accessed for free in Canada on SEDAR+ at www.sedarplus.ca or in the United States by visiting EDGAR on the SEC website at www.sec.gov. The Company's short form base shelf prospectus and preliminary prospectus supplement are, and the final prospectus supplement will be within two business days, accessible through SEDAR+. Delivery of the short form base shelf prospectus and final prospectus supplement, including any amendments thereto, will be satisfied in accordance with the "access equals delivery" provisions of applicable Canadian securities legislation. Electronic or paper copies of the short form base shelf prospectus and final prospectus supplement, when available, may be obtained upon request in Canada by contacting BMO Capital Markets, Brampton Distribution Centre c/o The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by telephone at (905) 791-3151 Ext. 4312 or by email at , and in the United States by contacting BMO Capital Markets Corp., Attn: Equity Syndicate Department, 3 Times Square, 25th Floor, New York, NY 10036 (Attn: Equity Syndicate).

In connection with the consummation of the Offering, Bain expects to complete a distribution in kind of up to 1,200,000 Multiple Voting Shares to certain of its affiliates and limited partners, which Multiple Voting Shares will be subject to a contractual lock-up or statutory restrictions on transfer.

No securities regulatory authority has either approved or disapproved the contents of this press release. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.