BRP and its principal shareholder announce bought deal secondary offering

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+

VALCOURT, QC, Dec. 17, 2025 /CNW/ - BRP Inc. (TSX: DOO) (NASDAQ: DOO) ("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 RBC Capital Markets to complete a secondary offering on a bought deal basis (the "Offering"). Under the agreement, RBC Capital Markets has agreed to purchase from Bain 1,850,000 subordinate voting shares of the Company (the "Subordinate Voting Shares") at a price to the public of C$100.00 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 10,453,493 multiple voting shares of the Company (the "Multiple Voting Shares") representing approximately 14.2% of the issued and outstanding shares of the Company (the "Shares") and approximately 24.3% of the voting power attached to all of the Shares. Following the closing of the Offering, Bain and its affiliates will hold 8,603,493 Multiple Voting Shares, representing approximately 11.7% of the issued and outstanding Shares and approximately 20.7% 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".

The Offering is expected to close on or about December 23, 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 RBC Dominion Securities Inc. by telephone at 1-416-842-5349 or by email at [e-mail] and in the United States by contacting RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, New York, NY 10281, by telephone at 877-822-4089 or by email at [e-mail]. Prospective investors should read the preliminary prospectus supplement and registration statement before making an investment decision.

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.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements included in this press release, including, but not limited to, statements relating to the proposed offering and other statements that are not historical facts, constitute "forward-looking statements" within the meaning of applicable securities laws. The words "may", "will", "would", "should", "could", "expects", "forecasts", "plans", "intends", "trends", "indications", "anticipates", "believes" "estimates", "outlook", "predicts", "projects", "likely" or "potential" or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. Forward-looking statements, by their nature, involve inherent risks and uncertainties and are based on a number of assumptions, and are subject to important risks and uncertainties, both general and specific, made by the Company in light of its experience and perception of historical trends. Forward-looking statements cannot be relied upon due to, amongst other things, changing external events and general uncertainties of the business. Completion of the proposed offering is subject to numerous factors, many of which are beyond BRP's control, including but not limited to, the failure of customary closing conditions and other important factors disclosed previously and from time to time in BRP's filings with the securities regulatory authorities in each of the provinces and territories of Canada and the United States. The forward-looking statements contained in this press release are made as of the date of the press release (or as of the date they are otherwise stated to be made), and are subject to change after such date and the Company has no intention and undertakes no obligation to update or revise any forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities regulations.

About BRP
BRP Inc. is a global leader in the world of powersports products, propulsion systems and boats built on over 80 years of ingenuity and intensive consumer focus. Through its portfolio of industry-leading and distinctive brands featuring Ski-Doo and Lynx snowmobiles, Sea-Doo watercraft and pontoons, Can-Am on and off-road vehicles, Quintrex boats and Rotax marine propulsion systems as well as Rotax engines for karts and recreational aircraft, BRP unlocks exhilarating adventures and provides access to experiences across different playgrounds. The Company completes its lines of products with a dedicated parts, accessories and apparel portfolio to fully optimize the riding experience. Committed to growing responsibly, BRP is developing electric models for its existing product lines. Headquartered in Quebec, Canada, BRP had annual sales of CA$7.8 billion from over 130 countries and employed approximately 16,500 driven, resourceful people as of January 31, 2025.

www.brp.com
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Ski-Doo, Lynx, Sea-Doo, Can-Am, Rotax, Quintrex and the BRP logo are trademarks of Bombardier Recreational Products Inc. or its affiliates. All other trademarks are the property of their respective owners.

SOURCE BRP Inc.

For information: Émilie Proulx, Media Relations, [e-mail]; Philippe Deschênes, Investor Relations, Tel.: [phone], [e-mail]