CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

We express all amounts in this prospectus supplement in U.S. dollars, except where otherwise indicated. References to “$” and “US$” are to U.S. dollars and references to “C$” are to Canadian dollars.

The following table sets out the high and low rates of exchange for one U.S. dollar expressed in Canadian dollars during each of the following periods, the average rate of exchange for those periods and the rate of exchange in effect at the end of each of those periods, each based on the daily average rate of exchange published by the Bank of Canada for conversion of U.S. dollars into Canadian dollars.

On October 28, 2025, the daily average rate of exchange posted by the Bank of Canada for conversion of U.S. dollars into Canadian dollars was US$1.00 equals C$1.3959. No representation is made that U.S. dollars could be converted into Canadian dollars at that rate or any other rate.

FINANCIAL INFORMATION

Our financial statements included or incorporated by reference herein are reported in U.S. dollars and have been prepared in accordance with IFRS. Our financial statements are subject to audit in accordance with Canadian generally accepted auditing standards and our auditor is independent with respect to us within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of Manitoba and within the meaning of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), the applicable rules and regulations adopted thereunder by the SEC and the Public Company Accounting Oversight Board (United States). See “Auditor, Transfer Agent and Registrar”.

All financial information of JHCC and the audited annual and unaudited interim financial statements of JHCC included herein are reported in U.S. dollars and have been prepared in accordance with, or are derived from financial statements prepared in accordance with, U.S. generally accepted accounting principals (“U.S. GAAP”). The recognition, measurement and disclosure requirements of U.S. GAAP differ from IFRS.

This prospectus supplement contains pro forma financial information and other disclosure related to us, assuming, and after giving effect to, completion of the acquisition of JHCC and certain financing transactions related to the acquisition of JHCC. The pro forma financial statements contained herein include information from the financial statements of JHCC that were prepared in accordance with U.S. GAAP, and certain adjustments have been made for U.S. GAAP to IFRS differences. See “Cautionary Note Regarding Unaudited Pro Forma Combined Consolidated Financial Statements” and the notes to pro forma financial statements contained herein for more information.

at 1745 Ellice Avenue, Unit C1, Winnipeg, Manitoba R3H 1A6, by telephone at (204) 895-1244 or by email at info@boydgroup.com. These documents are also available through the internet on SEDAR+, which can be accessed online at www.sedarplus.com and on EDGAR at www.sec.gov.

This prospectus supplement is deemed to be incorporated by reference into the accompanying shelf prospectus as of the date of this prospectus supplement solely for the purposes of this offering. Other documents are also incorporated or are deemed to be incorporated by reference into the shelf prospectus as of the date of this prospectus supplement.

The following documents, which have been filed by us with the various securities commissions or similar authorities in each of the provinces of Canada, are specifically incorporated by reference into and form an integral part of the shelf prospectus as of the date of this prospectus supplement:

Any statement contained in this prospectus supplement, in the accompanying shelf prospectus or in any document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded, for purposes of this prospectus supplement, to the extent that a statement contained in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein or in the accompanying shelf prospectus modifies or supersedes such prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this prospectus.

Any document of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference into a short form prospectus, including any annual information forms, material

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change reports (except confidential material change reports), business acquisition reports, interim financial statements, annual financial statements and the independent auditor’s report thereon, management’s discussion and analysis and information circulars, filed by us with securities commissions or similar authorities in Canada after the date of this prospectus supplement and for the duration of this offering, shall be deemed to be incorporated by reference into this prospectus supplement. In addition, all documents filed on Form 6-K or Form 40-F by us with the SEC on or after the date of this prospectus supplement and for the duration of this offering shall be deemed to be incorporated by reference into the registration statement of which this prospectus supplement forms a part of, if and to the extent, in the case of any Report on Form 6-K, expressly provided in such document.

Furthermore, any “template version” of any “marketing materials” (each such term as defined in National Instrument 41-101 – General Prospectus Requirements) filed on SEDAR+ in connection with this offering after the date of the final form of this prospectus supplement but prior to the termination of the distribution of our common shares pursuant to this offering is deemed to be incorporated by reference in the final form of this prospectus supplement and in the accompanying shelf prospectus.

You should not assume that the information contained in or incorporated by reference in this prospectus supplement is accurate as of any date other than the date on the cover page of the prospectus supplement, and in the case of the documents incorporated by reference herein, other than of the respective dates of such documents.

Reference to our website or any other website in this prospectus and in any documents that are incorporated by reference into this prospectus do not incorporate by reference the information on such website into this prospectus, and we disclaim any such incorporation by reference.

The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to us and readers should review all information contained in this prospectus supplement, the accompanying shelf prospectus and the documents incorporated or deemed to be incorporated by reference herein and therein.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

This offering is being made concurrently in Canada pursuant to this prospectus supplement and the accompanying shelf prospectus and in the U.S. pursuant to the registration statement filed with the SEC under the U.S. Securities Act. This prospectus supplement and the accompanying shelf prospectus do not contain all of the information set forth in the registration statement, certain items of which are contained in the exhibits to the registration statement as permitted or required by the rules and regulations of the SEC.

The following documents have been or will be filed or furnished with the SEC as part of the registration statement of which this prospectus supplement forms a part: (i) the documents listed under the heading “Documents Incorporated by Reference” herein; (ii) powers of attorney from our directors and officers, as applicable; (iii) the consent of Deloitte LLP; (iv) the consent of Forvis Mazars, LLP; and (v) the underwriting agreement.

MARKETING MATERIALS

Before the filing of the final prospectus supplement, in connection with this offering, we and the underwriters held road shows that potential investors in the U.S. and in certain of the provinces of Canada were able to attend. We and the underwriters provided marketing materials to those potential investors in connection with those road shows.

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In doing so, we and the underwriters relied on a provision in applicable Canadian securities legislation that allows issuers in certain U.S. cross-border offerings to not have to file marketing materials relating to those road shows on SEDAR+ or include or incorporate by reference those marketing materials in the final prospectus supplement in respect of this offering. To rely on this exemption, we and the underwriters must give contractual rights to Canadian investors in the event the marketing materials contain a misrepresentation.

Accordingly, the Canadian underwriters, in signing the certificate to be contained in the final prospectus supplement, and we, in signing the certificate contained in the shelf prospectus, in each case in respect of this offering, have agreed that in the event the marketing materials relating to the road shows described above contain a misrepresentation (as defined in securities legislation in each of the provinces of Canada), a purchaser resident in a province of Canada who was provided with those marketing materials in connection with the road shows and who purchases our common shares under the final prospectus supplement in respect of this offering during the period of distribution shall have, without regard to whether the purchaser relied on the misrepresentation, rights against us and each such Canadian underwriter with respect to the misrepresentation that are equivalent to the rights under the securities legislation of the jurisdiction of Canada where the purchaser is resident, subject to the defences, limitations and other terms of that legislation, as if the misrepresentation was contained in the final prospectus supplement in respect of this offering.

However, this contractual right does not apply (i) to the extent that the contents of the marketing materials relating to the road shows have been modified or superseded by a statement in the final prospectus supplement in respect of this offering, and (ii) to any “comparables” as such term is defined in National Instrument 41-101 – General Prospectus Requirements in the marketing materials provided in accordance with applicable securities legislation.

A copy of the template version (as such term is defined in National Instrument 41-101 – General Prospectus Requirements) of the investor presentation dated October 29, 2025 utilized in connection with this offering is included beginning on page INV-1 of this prospectus supplement.

CAUTIONARY NOTE REGARDING UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTS

This prospectus supplement contains our unaudited pro forma combined consolidated financial information, comprising the pro forma consolidated statement of financial position as at June 30, 2025 and the pro forma consolidated statements of earnings for the year ended December 31, 2024 and the six months ended June 30, 2025, together with the notes thereto (the “pro forma financial statements”), giving effect to, among other things: (i) this offering (without giving effect to the exercise of the underwriters’ option to purchase additional common shares), (ii) the acquisition, (iii) drawings of US$210.0 million on our amended revolving credit facility, and (iv) drawings of US$375.0 million on our bridge credit facility. The pro forma financial statements are presented for illustrative purposes only and should not be considered to be an indication of our results of operations or financial condition following the completion of the acquisition. In addition, our pro forma financial statements are based in part on certain assumptions regarding the acquisition. These assumptions may not prove to be accurate, and other factors may affect our results of operations or financial condition following the completion of the acquisition. In particular and without limiting the foregoing, our pro forma financial statements assume certain matters which are set out therein. Our pro forma financial statements have been prepared using certain of our and JHCC’s respective historical financial statements as more particularly described in the notes to our pro forma financial statements. We have not independently verified the financial statements of JHCC that were used to prepare our pro forma financial statements or that are included in this prospectus supplement. Our pro forma financial statements are not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. Actual amounts recorded upon the finalization of the purchase price allocation pursuant to the equity purchase agreement may differ from the amounts reflected in our pro forma financial statements. Since our pro forma

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financial statements have been developed to retroactively show the effect of a transaction that has or is expected to occur at a later date, there are limitations inherent in the very nature of pro forma financial information and data. Our pro forma financial statements contained in this prospectus supplement are included for informational purposes only and undue reliance should not be placed on such statements. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors”.

NON-GAAP AND OTHER FINANCIAL MEASURES

This prospectus supplement, the shelf prospectus and the documents incorporated by reference herein and therein make reference to certain non-GAAP financial measures and non-GAAP ratios used to evaluate our performance. The terms “Standardized EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA adjusted for lease payments”, “same store sales”, “Net Debt” and “Net Debt before lease liabilities” are non-GAAP financial measures and the terms “Adjusted EBITDA Margin”, “Adjusted EBITDA Margin adjusted for lease payments”, “Adjusted Net Earnings Per Share” and “Net Debt before lease liabilities to Adjusted EBITDA adjusted for lease payments” are non-GAAP ratios. These non-GAAP financial measures and non-GAAP ratios do not have any standardized meaning prescribed within IFRS and therefore may not be comparable to similar measures disclosed by other issuers. In addition, we make reference herein to certain non-GAAP financial measures of JHCC, such as “JHCC Adjusted EBITDA” and “JHCC Adjusted EBITDA Margin”, which are not standardized measures under U.S. GAAP, which is JHCC’s applicable GAAP. Investors are cautioned that these measures should not be construed as alternatives to measures determined in accordance with IFRS or U.S. GAAP, as applicable. Management believes our and JHCC’s non-GAAP financial measures and non-GAAP ratios are important measures used to evaluate performance of the businesses and that these measures provide transparent and useful supplemental information to help investors evaluate our and JHCC’s operating results and financial positions, and the expected impact of the acquisition, particularly in relation to long-term growth. These measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with IFRS or U.S. GAAP, as applicable.

We have provided disclosure regarding our and JHCC’s non-GAAP financial measures and non-GAAP ratios, including where applicable reconciliations to the most directly comparable IFRS and GAAP measures, respectively, herein and in documents filed by us with securities commissions or similar authorities in Canada, including the annual and interim management’s discussion and analysis incorporated by reference in this prospectus as set forth under the heading “Documents Incorporated by Reference” and otherwise below in “The Acquisition—Reconciliation of Certain Non-GAAP Financial Measures” as well as the section entitled “Caution Concerning Non-GAAP Financial Measures” in the investor presentation included in this prospectus supplement.

Descriptions of Non-GAAP Financial Measures and Ratios

The following outlines the composition of certain non-GAAP financial measures and non-GAAP ratios used in this prospectus, and why management uses such measures. Except as otherwise described herein, non-GAAP financial measures and non-GAAP ratios are calculated on a consistent basis from period to period and are adjusted for specific items in each period, as applicable.

“Same store sales” is a measure of sales that includes only those locations in operation for the full comparative period. Same store sales is presented excluding the impact of foreign exchange on the current period. Same store sales is calculated by applying the prior period exchange rate to the current year’s sales.

“Standardized EBITDA” represents an indication of our capacity to generate income from operations before taking into account management’s financing decisions and costs of consuming tangible and intangible capital assets, which vary according to their vintage, technological age and management’s estimates of their useful life. Standardized EBITDA comprises sales less operating expenses before finance costs, capital asset amortization and impairment charges, and income taxes. The most directly comparable IFRS measure to Standardized EBITDA is net earnings.

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“Adjusted EBITDA”, with respect to us, is calculated to exclude items of an unusual nature that do not reflect normal or ongoing operations and which should not be considered in a valuation metric or should not be included in an assessment of the ability to service or incur debt. Included as an adjustment to EBITDA are acquisition and transformational cost initiatives expenses and fair value adjustments to contingent consideration. These adjustments do not relate to the current operating performance of the business units but are typically costs incurred to expand operations as well as to execute transformation plans, such as our five-year goal. Management believes that in addition to net earnings and cash flows, Adjusted EBITDA is useful to investors as providing an indication of earnings from operations and cash available for distribution, both before and after debt management, productive capacity maintenance and non-recurring and other adjustments. The most directly comparable IFRS measure to Adjusted EBITDA is net earnings. “Adjusted EBITDA adjusted for lease payments” is Adjusted EBITDA excluding the interest and principal components of lease payments.

“Adjusted EBITDA Margin” is a non-GAAP ratio that is a measure of operating profit that can be used to assess our operational performance. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total sales. “Adjusted EBITDA Margin adjusted for lease payments” is calculated by dividing Adjusted EBITDA Margin adjusted for lease payments by total sales.

“Adjusted Net Earnings” means net earnings adjusted to add back fair value adjustments (non-taxable) and acquisition and transformational cost initiatives (net of tax). We believe that certain users of financial statements are interested in understanding net earnings excluding certain fair value adjustments and other items of an unusual or infrequent nature that do not reflect normal or ongoing operations. This can assist users in comparing current results to historical results that did not include such items.

“Adjusted Net Earnings Per Share” means Adjusted Net Earnings, divided by our weighted average number of shares for the applicable period.

“Net Debt” means total debt, lease liabilities and long-term lease liabilities, less cash and cash equivalents, which is useful to assess our leverage. The most directly comparable IFRS measure to Net Debt is total debt. “Net Debt before lease liabilities” means Net Debt excluding lease liabilities and long-term lease liabilities.

“Net Debt before lease liabilities to Adjusted EBITDA adjusted for lease payments” is a non-GAAP ratio that helps to assess our leverage and ability to service our debt, excluding the impact of lease liabilities from both debt and earnings. This ratio provides a clearer picture of our debt burden by focusing on our core operating debt and earnings, rather than being skewed by lease accounting adjustments.

“JHCC Adjusted EBITDA” means JHCC management’s reported earnings from continuous operations before interest expense (net), state franchise tax expense and depreciation, with further adjustments for acquisition and store opening costs. “JHCC Adjusted EBITDA adjusted for lease payments” means JHCC Adjusted EBITDA plus an add-back for operating lease costs. We believe JHCC Adjusted EBITDA adjusted for lease payments is a more directly comparable measure for evaluating JHCC’s results against our results, as it approximately normalizes for differences between the treatment of leases under IFRS (under which we report) compared to U.S. GAAP (under which JHCC reports).

“JHCC Adjusted EBITDA Margin” is calculated by dividing JHCC Adjusted EBITDA by total sales of JHCC. “JHCC Adjusted EBITDA Margin adjusted for lease payments” is calculated by dividing JHCC Adjusted EBITDA Margin adjusted for lease payments by total sales.

other information with the SEC. Purchasers are invited to read and download a copy of any reports, statements or other information, other than confidential filings, that we file with the Canadian provincial securities commissions, the SEC or similar regulatory authorities. These filings are also electronically available from SEDAR+ at www.sedarplus.com and from EDGAR at www.sec.gov. Except as expressly provided herein, documents filed on SEDAR+ or on EDGAR are not, and should not be considered, part of this prospectus supplement or the accompanying shelf prospectus.

We have filed with the SEC under the U.S. Securities Act the registration statement relating to our common shares, of which this prospectus supplement and the accompanying shelf prospectus form a part. This prospectus supplement and the accompanying shelf prospectus do not contain all of the information set forth in the registration statement, certain items of which are contained in the exhibits to the registration statement as permitted or required by the rules and regulations of the SEC. Items of information omitted from this prospectus supplement but contained in the registration statement are available on the SEC’s website at www.sec.gov.

As a foreign private issuer, we are exempt from the rules under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) prescribing the furnishing and content of proxy statements, and our officers and directors are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. Our reports and other information filed or furnished with or to the SEC are available from EDGAR at www.sec.gov, as well as from commercial document retrieval services.

THE CORPORATION

About Us

The Corporation was incorporated under the CBCA on September 19, 2019 for the primary purpose of acquiring and holding a controlling interest in the Boyd Group Income Fund and participating in a plan of arrangement, pursuant to which the Boyd Group Income Fund completed the conversion from an income trust to a corporate structure. As a result of the implementation of the plan of arrangement, the Corporation became the successor reporting issuer of the Boyd Group Income Fund on January 1, 2020.

We are one of the largest operators of non-franchised collision repair centers in North America by number of locations and sales. We operate locations in Canada under the trade names Boyd Autobody & Glass and Assured Automotive, and in the U.S. under the trade name Gerber Collision & Glass. We are also a major retail auto glass operator in the U.S., under the trade names Gerber Collision & Glass, Glass America, Auto Glass Service, Auto Glass Authority and Autoglassonly.com. We operate a third-party administrator, Gerber National Claims Services, that offers glass, emergency roadside and first notice of loss services. We also operate a Mobile Auto Solutions service that offers scanning and calibration services.

Collision Operations

We are a leading provider in the North American collision industry and operate full-service repair centers offering collision repair, glass repair, replacement services and calibration services. As of August 12, 2025, we operated over 1,000 collision locations across 34 U.S. states and five Canadian provinces.

Glass Operations

We are also an industry leader in the U.S. retail glass segment with operations across 39 U.S. states. Our third-party administrator business also provides glass services in the balance of the 50 states through affiliated glass providers, with approximately 5,500 affiliated glass provider locations and 15,000 affiliated roadside and towing service providers. Our Canadian glass operations are integrated in our collision business.

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Calibration Services

Calibration services currently represent approximately 5% of our sales mix. However, calibration services are growing as advanced driver assistance system technology expands, requiring additional repairs to meet original equipment manufacturer specifications. We estimate that calibration will account for approximately 10% of the industry revenue in the future.

Industry Overview

The Collision Repair Industry

The collision repair industry in North America is estimated to represent approximately $50 billion in annual revenue, according to a 2023 third party report on the U.S. and Canadian collision repair marketplace. Despite experiencing consolidation over the past decade, the industry remains highly fragmented with over 30,000 locations in the U.S., consisting of small independent single shop operators and multi-shop operations, with varying degrees of scale, operating in local regions. We estimate that 23,900 single shops generate in aggregate approximately $26 billion of collision repair revenues annually, and that 800 small multi-shop operations (with fewer than seven shops), which own a total of 2,300 shops, generate approximately $8 billion of collision repair revenues annually.

The following table shows our number of employees in Canada and the U.S. during our three fiscal years ended December 31, 2022, 2023 and 2024:

Competitive Conditions

Our industry is very competitive. Major public and private insurers use performance-based measurements in selecting collision repair partners. In Alberta, Ontario and in the U.S., where private insurers operate, a greater emphasis is placed on establishing and maintaining our direct repair program referral arrangements with insurance companies. Direct repair programs are established between insurance companies and collision repair shops to better manage automobile repair claims and increase levels of customer satisfaction. Insurance companies select collision repair operators to participate in their programs based on integrity, convenience and physical appearance of the facility, quality of work, customer service, cost of repair, cycle time and other key

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performance metrics. Major insurers use performance-based criteria for selecting collision repair partners. Insurers have many options for direct repair programs and have established direct repair programs with both independent single shop operators and multi-shop operations. Local and regional direct repair programs, and national and self-managed direct repair program relationships, represent an opportunity for us to increase our business. Some insurers have also moved to consolidate direct repair program repair volumes with a smaller number of repair shops. For some insurance carriers, there is a desire to do business with multi-location collision repairers to reduce the number and complexity of contacts necessary to manage their networks of collision repair providers and achieve a higher level of consistent performance. We believe that our scale and competitive average cost of repair favorably position us with all major and regional insurers. We continue to work at developing and strengthening our direct repair program relationships with insurance carriers in both Canada and the U.S.

Structural Changes Provide Tailwinds to Industry Growth

Over a 10-year period, the collision repair industry has grown at an estimated compounded annual growth rate of 4.80%. There are several long-term structural shifts that are impacting the industry. The increasing complexity of vehicles and the growing need for scanning and calibration services have contributed to a 40% rise in the average cost of repair over the past five years. We expect the need for calibration services to increase as advanced driver assistance system technology expands across North America. With our strong scale and ability to invest in our calibration capabilities, we believe we are well-positioned to grow our sales in the growing and attractive calibration industry.

Customer Relationships

We provide collision repair services to major insurance companies and individual vehicle owners, with the majority of our sales being derived from insurance-paid collision repair services. We strive to be a trusted partner to insurance customers. Our top five largest insurance customers accounted for approximately 51% of our sales in 2024 in aggregate. Of these top five insurance customers, the largest customer represented approximately 16% of our total sales in 2024. Customer relationship dynamics in our principal geographies differ from region to region. See “—Competitive Conditions”.

Cycles

Our operating results have been and are expected to continue to be subject to quarterly fluctuations due to a variety of factors including changes in purchasing patterns, pricing policies, general and regional economic downturns, unemployment rates and weather conditions. However, our geographic diversification may lessen the effect of this cyclicality.

THE ACQUISITION

The Acquisition

On October 29, 2025, we entered into the purchase agreement pursuant to which we will indirectly acquire all of the issued and outstanding equity interests of JHCC on the terms and subject to the conditions set forth in the purchase agreement. We will pay a purchase price of US$1.3 billion in cash, which is subject to adjustment for cash, debt (and debt-like liabilities), transaction expenses, income tax liability and net working capital in accordance with the terms and conditions of the purchase agreement. We expect to benefit from certain tax benefits relating to the acquisition of approximately US$150.0 million, which implies a purchase price, net of such expected tax benefits, of approximately US$1.15 billion before such adjustments. See “The Acquisition” and “The Acquisition—Business of Joe Hudson’s”. After giving full effect to our expected run-rate annual synergies (and assuming full realization of US$37.0 million of run-rate synergies representing a point at the lower end of the anticipated synergy range of approximately US$35.0 million to US$45.0 million), the

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acquisition is valued at approximately 9.3x JHCC Adjusted EBITDA for the 12 months ended June 30, 2025. JHCC Adjusted EBITDA is a non-GAAP financial measure, meaning it is not a standardized financial measure under U.S. GAAP and may not be comparable to similar measures disclosed by other issuers. See “Non-GAAP and Other Financial Measures” and “The Acquisition—Reconciliation of Certain Non-GAAP Financial Measures”.

The audited consolidated financial statements of JHCC as at and for the years ended December 31, 2024 and 2023, the unaudited interim consolidated financial statements of JHCC as at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024 and our pro forma financial statements which give effect to the acquisition of JHCC and certain other transactions as at and for the periods referred to therein are included elsewhere in this prospectus supplement.

We expect to fund the purchase price for the acquisition of Joe Hudson’s, together with related financing fees and transaction expenses, by way of the following: (i) US$ million from the net proceeds of this offering, excluding any net proceeds from the exercise of the underwriters’ option to purchase additional common shares; (ii) US$210.0 million of drawings under our amended revolving credit facility; and (iii) US$375.0 million of drawings under our bridge credit facility or net proceeds from one or more future offerings of additional senior unsecured notes. We have obtained commitments from the Canadian chartered bank affiliates of RBC Dominion Securities Inc., TD Securities Inc. and National Bank Financial Inc. for US$1.155 billion under a bridge credit facility. We also expect to amend the credit agreement for our revolving credit facility to, among other things, increase its size from US$575.0 million to US$775.0 million pursuant to the existing accordion feature of our existing revolving credit facility. The Canadian chartered bank affiliates of TD Securities Inc. and National Bank Financial Inc. have consented to such amendments, conditional on the acquisition being completed. Their consents represent the consent of the majority lenders under our existing credit agreement. In addition, the Canadian chartered bank affiliates of RBC Dominion Securities Inc., TD Securities Inc. and National Bank Financial Inc. have committed to provide the incremental US$200.0 million of revolving commitments pursuant to the accordion exercise, conditional on the acquisition being completed. See “—Financing the Acquisition”. The acquisition is not subject to a financing condition.

The acquisition is expected to close in the fourth quarter of 2025, subject to the satisfaction or waiver of customary closing conditions and regulatory approvals. See “The Acquisition—Closing Conditions”.

Overview

Our acquisition of Joe Hudson’s will add 258 company-operated collision repair locations across 18 contiguous U.S. states. The transaction is aligned with our goal to accelerate growth and establish our position as one of the leading players in the North American collision industry. We expect the acquisition to deliver growth in top-line sales and Adjusted EBITDA and to be accretive to our Adjusted EBITDA Margin profile.

We also expect the acquisition to be accretive to our Adjusted Net Earnings Per Share in the first full year after completion, including the impact of cost synergies, and double-digit accretive upon full realization of the synergies.

The financing of the acquisition aligns with our long-standing commitment to strong financial discipline. We expect to return to our current leverage level of 2.7x Net Debt after lease liabilities to Adjusted EBITDA after lease payments potentially as early as the end of 2027. Net Debt after lease liabilities and Adjusted EBITDA after lease payments are non-GAAP financial measures meaning they are not standardized financial measures under IFRS and they may not be comparable to similar financial measures disclosed by other issuers. See “The Acquisition—Financing the Acquisition”, “Non-GAAP and Other Financial Measures” and “The Acquisition—Reconciliation of Certain Non-GAAP Financial Measures”.

Significant Strategic Benefits

We believe our acquisition of Joe Hudson’s is a strong strategic fit that will be accretive to margins, with aligned market reach, complementary growth strategy and operational discipline, size and profitability level to

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support future growth, and significant whitespace for long-term growth. Specifically, the acquisition is expected to have the following significant strategic benefits:

Accelerating Our Growth and Establishing Our Leadership Position

The combination of our business with JHCC’s business is expected to accelerate our growth and establish our position as one of the leading players in the industry. The acquisition enhances overall proximity, convenience, and coverage for our potential addressable customer base. The increased footprint resulting from the acquisition would enhance our position in the South and Southeast regions of the U.S.

Post-closing, our location count will increase to 1,273, while our revenue share will remain modest at an estimated 7.6%, providing significant growth runway. JHCC has a complementary location footprint and the acquisition will increase our location count by 25% but only entering two new U.S. states.

Meaningful Potential Synergies

Based on our strong track record of multi-shop operator acquisitions and integrations, we have identified significant cost and revenue synergy opportunities. Specifically, we have identified potential annual cost synergies of approximately US$35.0 million to US$45.0 million that we expect could result from the acquisition. We expect these cost synergies to be derived from direct and indirect procurement savings, internalization of scanning and calibration, efficiencies achieved through densification, and operational and administrative cost savings. We target achieving our synergy goals by 2028 with 50% of those synergies targeted for completion in the near term.

Our ability to realize these potential synergies is dependent upon a number of material assumptions, including successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, and is subject to a number of known and unknown risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors”.

Key Platform Metrics

Joe Hudson’s currently has 258 collision center locations across 18 U.S. states. Since the end of 2020, Joe Hudson’s has more than doubled its location footprint through a combination of acquisitions and new start-up locations, adding 123 locations through acquisitions and 17 through new start-ups. Joe Hudson’s had sales of US$722 million, net loss of US$23 million and JHCC Adjusted EBITDA of US$63 million for the 12 months ended June 30, 2025. JHCC’s concentrated geographic footprint, coupled with operational discipline, has translated into strong JHCC Adjusted EBITDA Margin of 8.7% for the 12 months ended June 30, 2025. JHCC Adjusted EBITDA is a non-GAAP financial measure and JHCC Adjusted EBITDA Margin is a non-GAAP ratio meaning they are not standardized financial measures under U.S. GAAP and may not be comparable to similar measures disclosed by other issuers. See “Non-GAAP and Other Financial Measures” and “The Acquisition—Reconciliation of Certain Non-GAAP Financial Measures”.

Concentrated Footprint in the Growing U.S. Southeast

Joe Hudson’s location footprint is strategically focused across the U.S. Southeast. Joe Hudson’s top five states by location count include Alabama, Florida, Georgia, South Carolina and Texas, which account for 64% of Joe Hudson’s total locations. This concentrated footprint provides densification benefits and ability to provide superior customer and insurance carrier experience.

Joe Hudson’s targeted expansion strategy puts collision repair shops in high demand areas with exposure to positive demographic trends and industry driver growth. Vehicle miles traveled grew 4.3% in the states in which Joe Hudson’s operates, compared to 0.2% growth in non-JHCC states between 2019 and 2025 based on the National Highway Traffic Safety Administration Vehicle Miles Travelled as of August 2019 and August 2025, respectively. Population growth across Joe Hudson’s region grew at a 1.2% CAGR between 2021 and 2024, 40 basis points higher than the national average based on the U.S. Census State Population Totals.

Insurance Carrier Relationships

JHCC has strong and long-tenured relationships with major insurance partners. JHCC’s top 10 insurance carrier relationships contribute to approximately 79% of its sales.

Operations

JHCC has a strong, operations-focused culture that drives high customer satisfaction and site-level performance. JHCC employs a consistent strategy across its platform to ensure uniform shop operations. JHCC works to conform acquired locations to its operating model and has built integrated centralized support functions that accelerate consistency and efficiency in shop operations. These support functions include centralized parts management, file management and review groups alongside quality control and real estate teams.

Vendor Relationships

JHCC maintains a centralized approach to key supplier relationships. It uses select key vendors for its paint and associated products. For parts sourcing, JHCC uses an outside provider to manage supplier discounts and partnerships and another provider to streamline parts sourcing and procurement. JHCC maintains strong original equipment manufacturer relationships and programs with key automobile manufacturers. JHCC also maintains strong relationships with paintless dent repair providers and utilizes another supplier as its primary sublet calibration provider.

to, among other things: (i) this offering (without giving effect to the exercise of the underwriters’ option to purchase additional common shares), (ii) the acquisition, (iii) drawings of US$210.0 million on our amended revolving credit facility, and (iv) drawings of US$375.0 million on our bridge credit facility, and certain other assumptions and adjustments, all as described in the notes to the pro forma financial statements. These tables only set forth select information and should be read in conjunction with our pro forma financial statements and notes thereto included elsewhere in this prospectus supplement.

The summary unaudited pro forma combined consolidated financial information set forth below and our pro forma financial statements included in this prospectus supplement are not necessarily indicative of results of operations that would have occurred in the year ended December 31, 2024 or the six months ended June 30, 2025 had our acquisition of JHCC, this offering and the other transactions described taken place, nor are they indicative of operations expected for the second half of 2025 and future periods. The actual results of our operations for any period after our acquisition of JHCC may differ from the amounts set forth in the following analysis and such variation may be material.

The Purchase Agreement

On October 29, 2025, we entered into the purchase agreement with TSG8 Parallel L.P. (“TSG Blocker Seller”), Carousel Capital Partners IV PV, L.P. (“CCP Blocker Seller”, and together with TSG Blocker Seller, the “Blocker Sellers”), JHCC, TSG8 Management L.P., TSG8 Parallel Warhawk Blocker L.P. (“TSG Blocker”), JHCC Blocker, Inc. (“CCP Blocker” and together with TSG Blocker, the “Blockers”), Project Tide Merger Sub LLC, and TSG Blocker Seller, as seller representative. Following the completion of the acquisition, JHCC will become our indirect, wholly-owned subsidiary. We will pay a purchase price of US$1.3 billion in cash, which is subject to adjustment for cash, debt (and debt-like liabilities), transaction expenses, income tax liability and net working capital in accordance with the terms and conditions of the purchase agreement.

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The purchase agreement contains covenants, representations and warranties of and from each of the parties thereto and various conditions precedent consistent with market standards for acquisition agreements in the North American collision and retail glass industry. Completion of the acquisition is subject to the satisfaction or waiver of customary conditions for transactions of this nature and magnitude, including, among other things, receipt of required regulatory approvals. There can be no assurance that the conditions will be satisfied or waived on a timely basis, or at all. See “Risk Factors—Risks Relating to the Acquisition”.

Set forth below is a summary of the material provisions of the purchase agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the purchase agreement, which will be filed on SEDAR+ under our issuer profile at www.sedarplus.ca. This summary of the purchase agreement is not intended to be, and should not be relied upon as, disclosure of any facts and circumstances relating to each of the sellers, JHCC or us. References to “Group Companies” means JHCC and its wholly-owned subsidiaries, references to the “sellers” are to the Blocker Sellers and references to the “buyer entities” are to The Boyd Group (U.S.) Inc. (the “buyer”) and Project Tide Merger Sub (“merger sub”), both of which are our indirect, wholly-owned subsidiaries.

Representations and Warranties of the Parties

Under the purchase agreement, each of JHCC, the sellers and we have made certain customary representations and warranties.

JHCC’s representations and warranties regarding itself and the Group Companies relate to, among other things: (i) organization and qualification; (ii) power and authority of JHCC to enter into and perform its obligations under the purchase agreement and certain ancillary agreements; (iii) authorization of governmental authorities; (iv) non-contravention; (v) JHCC ownership of equity interests in its subsidiaries and capitalization; (vi) financial statements; (vii) no undisclosed liabilities; (viii) absence of certain developments; (ix) ownership, sufficiency and condition of the Group Companies’ assets; (x) real property; (xi) intellectual property; (xii) compliance with laws and permits; (xiii) tax matters; (xiv) employee benefit plans; (xv) environmental matters; (xvi) contracts; (xvii) related party transactions; (xviii) labor matters; (xix) litigation and government orders; (xx) insurance; (xxi) no brokers; (xxii) suppliers and customers; (xxiii) inventory; (xxiv) direct repair programs; (xxv) standards of work; (xxvi) warranties; (xxvii) accounts receivable; (xxviii) accounts payable; (xxix) targets being actively evaluated for potential acquisition; and (xxx) exclusivity of representations.

The sellers’ representations and warranties relate to, among other things: (i) organization; (ii) power and authority of the sellers to enter into and perform their obligations under the purchase agreement and certain ancillary agreements; (iii) authorization of governmental authorities; (iv) non-contravention; (v) litigation and government orders; (vi) no brokers; (vii) sellers’ ownership of equity interests in the Blockers, capitalization of the Blockers and assets of the Blockers; (viii) Blocker tax matters; and (ix) exclusivity of representations and warranties.

Our representations and warranties relate to, among other things: (i) organization of the buyer entities; (ii) power and authority of each buyer entity to enter into and perform its obligations under the purchase agreement and certain ancillary agreements; (iii) authorization of governmental authorities; (iv) non-contravention; (v) litigation; (vi) financing matters, including that we will have sufficient funds at closing to consummate the acquisition and satisfy its obligations under the purchase agreement; (vii) no brokers; (viii) merger sub operations; (ix) buyer’s reliance; (x) solvency; and (xi) exclusivity of representations and warranties.

The representations, warranties, covenants and agreements of the parties will not survive the consummation of the transactions contemplated by the purchase agreement (except for those covenants and agreements that by their terms apply or are to be performed in whole or in part thereafter). Accordingly, the purchase agreement contemplates that we may obtain, and we intend to obtain, a buyer-side representations and warranties insurance

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policy in connection with the purchase agreement and the transactions contemplated thereby, insuring us for certain losses due to breaches of representations and warranties of the sellers and certain of their affiliates.

Covenants

In the purchase agreement, the sellers, JHCC and we have agreed to certain covenants governing the conduct of the parties, including the conduct of the business of JHCC and its subsidiaries during the period between the signing of the purchase agreement and the closing of the acquisition, at the closing and after the closing.

Interim Period Covenants

The sellers have agreed during the interim period between signing and closing to cause the Group Companies to conduct their operations in the ordinary course of business except, among other things: (i) as consented to in writing by us; (ii) as required by applicable law; or (iii) as expressly contemplated by the purchase agreement or as disclosed (including as necessary to consummate the pre-closing reorganization).

The purchase agreement also provides covenants as to restricted activities of the Group Companies during the interim period between signing and closing (subject to specified exceptions), including, but not limited to: (i) amending organizational documents; (ii) issuing, selling, granting or otherwise disposing of any equity securities of any member of the Group Companies or incurring or subjecting assets of the Group Companies to any encumbrances; (iii) engaging in certain transactions with respect to the shares or equity securities of the Group Companies; including declaring or making payment, redemption or repurchase in respect of any equity securities of the Group Companies; (iv) becoming liable for any guarantee of any liability of another person, other than specified exceptions, or incurring, assuming or becoming liable for any additional debt, or encumbering any Group Company assets; (v) entering into any related party transactions; (vi) certain acquisitions and investments; (vii) engaging in the sale, assignment, transfer, conveyance, lease, sublease, licence or other disposition of any material tangible asset or interest in real property; (viii) adopting any material change to any benefit plan, certain changes to employee compensation outside the ordinary course of business, or hiring or dismissal of certain employees; (ix) material changes in accounting principles or practices; (x) making certain tax elections, agreements and filings, and other tax matters; (xi) certain changes to collection of accounts receivable, processing or completion of works in process or cash management processes outside the ordinary course of business; (xii) amending, terminating, waiving or releasing any material rights under certain disclosed contracts and real property leases; (xiii) engaging in the sale, licence, sublicense, lease transfer, abandonment, permission to lapse or other disposition of any interest in intellectual property; (xiv) terminating any material permit; (xv) certain capital expenditures in excess of a specified dollar amount; (xvi) certain labour matters; (xvii) initiating or settling any action up to a specified dollar amount; (xviii) adopting a plan of complete or partial liquidation, dissolution, merger, consolidation or recapitalization of any Group Company; or (xix) agree or enter into a contractual obligation to do any of the foregoing.

Further, the sellers and the Group Companies will use commercially reasonable efforts to cooperate with us in connection with any of our debt or equity financings in connection with the acquisition.

During the interim period between signing and closing, the Group Companies are required to provide us with reasonable access to representatives of the Group Companies and to premises, properties, books, data, files, information, records and contracts of the Group Companies, subject to certain exceptions.

Required Regulatory Approvals

The parties have agreed to cooperate and use reasonable best efforts to make any filings with, or notifications or submissions to, any government entity that are necessary to consummate the acquisition, including to make appropriate filings of the notification and report form to obtain any approvals related to the

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Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) or other antitrust laws. Each of the buyer entities will use reasonable best efforts to obtain the required regulatory approvals so as to consummate the acquisition as promptly as reasonably practicable, but in any event, no later than the termination date; provided however, the termination date may, in certain circumstances, be extended by up to two periods of six months each.

Other Covenants

The purchase agreement also contains customary covenants between the parties, including without limitation, with respect to access to property, regulatory compliance, exclusivity, confidentiality, director and officer liability and indemnification, certain tax matters, access to records, employee matters, estoppel certificates and payment of expenses in connection with the acquisition.

Closing Conditions

The purchase agreement provides for the obligation of the buyer entities to complete the acquisition that are subject to the satisfaction of a number of conditions, including:

The purchase agreement provides for the obligation of Blocker Sellers and JHCC to complete the acquisition that are subject to the satisfaction of a number of conditions, including:

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Termination

The purchase agreement may be terminated at any time prior to the closing of the acquisition by mutual written consent of us and JHCC, or in certain circumstances where:

In the event that the purchase agreement is terminated in accordance with its terms, the purchase agreement (other than provisions relating to, among other things, confidentiality and expenses, which will survive such termination) will be null and void and all other rights and liabilities of the parties will terminate without further liability, except for liabilities arising in respect of wilful breaches under the purchase agreement prior to termination.

Ancillary Agreements

Concurrently with the execution and delivery of the purchase agreement, certain beneficial owners of JHCC executed and delivered to us restrictive covenant agreements.

Financing the Acquisition

We expect to fund the purchase price for the acquisition of Joe Hudson’s, together with related financing fees and transaction expenses, by way of the following: (i) US$  million from the net proceeds of this offering, excluding any net proceeds from the exercise of the underwriters’ option to purchase additional common shares; (ii) US$210.0 million of drawings under our amended revolving credit facility; and (iii) US$375.0 million of drawings under our bridge credit facility or net proceeds from one or more future offerings of additional senior unsecured notes. We have obtained commitments from the Canadian chartered

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bank affiliates of RBC Dominion Securities Inc., TD Securities Inc. and National Bank Financial Inc. for US$1.155 billion under a bridge credit facility. We also expect to amend the credit agreement for our revolving credit facility to, among other things, increase its size from US$575.0 million to US$775.0 million pursuant to the accordion feature of our existing revolving credit facility. The Canadian chartered bank affiliates of TD Securities Inc. and National Bank Financial Inc. have consented to such amendments, conditional on the acquisition being completed. Their consents represent the consent of the majority lenders under our existing credit agreement. In addition, the Canadian chartered bank affiliates of RBC Dominion Securities Inc., TD Securities Inc. and National Bank Financial Inc. have committed to provide the incremental US$200.0 million of revolving commitments pursuant to the accordion exercise, conditional on the acquisition being completed. The acquisition is not subject to financing conditions. See “Consolidated Capitalization”. See also “Risk Factors—Risks Relating to the Acquisition” for a discussion of certain risks relating to the financing of the acquisition.

A description of the sources and uses of funds relating to the acquisition, financing fees and transaction expenses is set out in the table below. Certain of the amounts below are estimated and are subject to change. See “Cautionary Note Regarding Forward-Looking Statements”.

Existing Revolving Credit Facilities

We currently maintain senior secured revolving credit facilities in an aggregate amount of US$575.0 million with an accordion feature which can increase the facilities to a maximum of US$875.0 million, pursuant to a fifth amended and restated credit agreement dated August 20, 2025 with a syndicate of Canadian and U.S. lending institutions. Our existing credit facilities will mature in August 2030. Our existing credit facilities are guaranteed by us and certain of our subsidiaries and are secured by substantially all of our assets. Our existing credit facilities include a swing line of up to a maximum of US$10.0 million for our Canadian borrower and US$30.0 million for our U.S. borrower.

Our existing credit facilities are subject to customary terms, conditions, covenants, events of default and other provisions, including, among other things, restrictive covenants that limit our ability to incur additional indebtedness, to make acquisitions, to create liens or other encumbrances, to pay dividends, to redeem equity or debt, or to make investments, capital expenditures, loans or guarantees and to sell or otherwise dispose of assets and merge or consolidate with another entity. Our existing credit facilities also include customary representations and warranties and a number of financial covenants that require us to meet certain financial ratios. These financial ratios require us to maintain a senior funded debt to EBITDA ratio of no greater than 3.5 to 1.0 and an interest coverage ratio of not less than 2.75 times. For four quarters following a material acquisition, the senior funded debt to EBITDA ratio may be increased to no greater than 4.0 to 1.0. For purposes of covenant calculations, property lease payments are deducted from EBITDA and the associated lease liabilities are excluded from senior funded debt, and EBITDA is further adjusted to reflect pro forma annualized acquisition results.

The interest rate for draws on our existing credit facilities is based on a pricing grid for our ratio of total funded debt to EBITDA as determined under the credit agreement. We can draw on the credit facilities in either the U.S. or in Canada, in either United States dollars or Canadian dollars. We can make draws in tranches as required. Tranches bear interest only and are not repayable until the maturity date but can be voluntarily repaid at any time. We have the ability to choose the base interest rate between Prime, Canadian Overnight Repo Rate Average, U.S. Prime, Secured Overnight Financing Rate or U.S. Base Rate at our election.

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Anticipated Amendments to Credit Agreement

We and our lenders anticipate entering into a sixth amended and restated credit agreement to among other things, increase the revolving credit facilities to US$775.0 million, permit the issuance of new senior unsecured notes and permit the completion of the acquisition. The sixth amended and restated credit agreement is expected to be on terms and conditions that are substantially similar to those in the fifth amended and restated credit agreement. The Canadian chartered bank affiliates of TD Securities Inc. and National Bank Financial Inc. have consented to such amendments, conditional on the acquisition being completed. Their consents represent the consent of the majority lenders under our existing credit agreement. In addition, the Canadian chartered bank affiliates of RBC Dominion Securities Inc., TD Securities Inc. and National Bank Financial Inc. have committed to provide an incremental US$200.0 of revolving commitments pursuant to the accordion feature of our existing credit agreement, conditional on the acquisition being completed.

Bridge Credit Facility

We have obtained commitments from the Canadian chartered bank affiliates of RBC Dominion Securities Inc., TD Securities Inc. and National Bank Financial Inc. for US$1.155 billion under a bridge credit facility. The bridge credit facility was obtained as an interim source of financing for the acquisition and to facilitate the execution of the purchase agreement. The bridge credit facility, if required, will be unsecured.

Prior to closing of the bridge credit facility, the amount of the bridge credit facility will be reduced or cancelled on a dollar-for-dollar basis with any net proceeds of (i) any public or private debt or equity offering by us, and (ii) the aggregate amount of any advances under our revolving credit facilities in excess of US$400 million at any time from the date hereof through the closing date of the bridge credit facility. We will be permitted to obtain advances under our revolving credit facilities under our fifth amended and restated credit agreement in excess of US$400 million for general operating purposes in the ordinary course of business or to repay any outstanding notes at maturity thereof (or within 60 days prior thereto), and such amounts will not reduce the commitments under the bridge credit facility. After the closing of our bridge credit facility, 100% of the net proceeds of any public or private debt or equity offering by us will be applied to reduce the bridge credit facility.

The bridge credit facility will mature 364 days following the closing date of the acquisition.

The definitive credit agreement or agreements pursuant to which the bridge credit facility will be extended, if the bridge credit facility is required, are expected to contain certain prepayment options in favour of us and certain mandatory prepayment obligations upon the occurrence of certain events. In particular, it is expected that we will be required to effect reductions or make certain mandatory prepayments of the bridge credit facility, including those described above. Such definitive credit agreement or agreements are expected to contain customary representations and warranties and affirmative and negative covenants of us that will be substantially similar to those in our existing credit agreement and certain additional representations and warranties as are customary for similar unsecured bridge credit facilities.

Customary fees for acquisition financings of the nature contemplated by the commitment letter have and may become payable by us.

Reconciliation of Certain Non-GAAP Financial Measures

Please see below for a description of the methodology used to calculate the non-GAAP financial measures and non-GAAP ratios referenced herein. Except as otherwise described herein, our and JHCC’s non-GAAP financial measures and non-GAAP ratios are calculated on a consistent basis from period to period and are adjusted for specific items in each period, as applicable.

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Note:

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RECENT DEVELOPMENTS

We announced certain of our preliminary financial results for the three-month period ended September 30, 2025. These summary preliminary financial results are set forth below.

For the third quarter of 2025, we expect to report sales of between $787 million and $792 million, up approximately 5% year-over year and driven by same store sales growth in the range of 2% to 2.5%, as well as new locations that were not in operation for the full comparative period. Based on claims processing platform data for the third quarter, we estimate that the repairable claims across the collision repair industry were down in the range of 3% to 5%, an improvement over the prior quarter.

We expect to report an increase of 21% to 23% in Adjusted EBITDA compared to the third quarter of 2024 and 12.3% to 12.5% in Adjusted EBITDA Margin compared to 10.7% in the third quarter of 2024. Adjusted EBITDA is a non-GAAP financial measure and Adjusted EBITDA Margin is a non-GAAP ratio, meaning they are not standardized financial measures under IFRS and may not be comparable to similar measures disclosed by other issuers. See “Non-GAAP and Other Financial Measures” and “The Acquisition—Reconciliation of Certain Non-GAAP Financial Measures”.

During the third quarter, we added 24 location repair shops, including 17 through acquisition and seven start-ups.

We caution you that all figures and information indicated above with respect to the three-month period ended September 30, 2025 are preliminary, estimated and unaudited, have not been reviewed by our auditors, are based on currently available information and are subject to change as our financial results are finalized as a result of, among other things, the completion of our financial closing procedures, the preparation of our financial statements for such period and the completion of other operational procedures. We have provided ranges, rather than specific amounts, because these estimated results are preliminary and subject to change. Actual results may vary from the estimated preliminary results presented above. These preliminary results have been prepared by, and are the responsibility of, our management. The report of Deloitte LLP incorporated by reference in this prospectus supplement refers exclusively to our historical audited financial statements and does not extend to the unaudited financial information included above and should not be read to do so.

These estimates should not be viewed as a substitute for our full interim financial statements prepared in accordance with IFRS. We intend to issue a press release with respect to the finalized financial results for the three and nine-month periods ended September 30, 2025 by November 12, 2025. At such time, we will also file our unaudited consolidated financial statements, together with the notes thereto, and management’s discussion and analysis for the nine-month period ended September 30, 2025.

prospects, financial condition, results of operations and cash flows could be materially adversely impacted. In that case, the trading price of our common shares could decline and investors could lose all or part of their investment. There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the below described or other unforeseen risks.

Risks Relating to the Offering

The market price for our common shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control.

The trading price of our common shares has in the past been, and may continue to be, subject to significant fluctuations. This may make it more difficult for holders of our common shares to resell their common shares when they want at prices that they find attractive. These fluctuations may be caused by events related or unrelated to our operating performance and beyond our control. Factors that may contribute to fluctuations include, but are not limited to:

If the market price of our common shares drops significantly, holders of our common shares could institute securities litigation, including class action lawsuits, against us, regardless of the merits of such claims. Such a lawsuit could cause us to incur substantial costs and could divert the time and attention of our management and other resources from our business.

In addition, the market price for securities in the stock markets, including the TSX and the NYSE, have experienced significant price and trading fluctuations, interest rate changes, inflation, conflict in eastern Europe, recession concerns, events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, that have in the past and that may in the future lead to market-wide liquidity problems, and other factors. These fluctuations resulted in volatility in the market prices of securities that often has been unrelated or disproportionate to changes in operating performance. Accordingly, broad market fluctuations may adversely affect the market prices of our common shares.

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There is no guarantee that investors in our common shares will achieve a return on their investments.

A holding of our common shares is speculative and involves a high degree of risk and should be undertaken only by holders whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. A holding of our common shares is appropriate only for holders who have the capacity to absorb a loss of some or all of their holdings.

There currently is no active market for our common shares in the U.S. and one may fail to develop, which may make it difficult for investors to sell their common shares.

Our common shares are currently listed only on the TSX. Prior to this offering, our common shares have not been listed on a stock exchange in the U.S. We have applied to list our common shares on the NYSE in connection with this offering. However, if an active trading market does not develop in the U.S., you may have difficulty selling any of the common shares that you buy over a U.S. exchange. We cannot predict the extent to which investor interest in us will lead to the development of an active trading market on the NYSE or otherwise, or how liquid that market might become. The offering price may not be indicative of prices that will prevail in the U.S. trading market or otherwise following this offering. Listing of our common shares on the NYSE in addition to the TSX may increase price volatility on the TSX and also result in volatility of the trading price on the NYSE because trading will be in two markets, which may result in less liquidity on both exchanges. In addition, different liquidity levels, volumes of trading, currencies and market conditions on the two exchanges may result in different prevailing trading prices.

This offering is not conditional on the closing of the acquisition and, if the acquisition is not completed, management will have broad discretion in the application of the net proceeds of this offering.

We intend to use the net proceeds from this offering as set forth in this prospectus supplement under the heading “Use of Proceeds”. However, this offering is not conditional upon the completion of the acquisition. If the acquisition is not completed, management will have broad discretion concerning the use of the net proceeds of this offering as well as the timing of such expenditures. See “Risk Factors—Risks Relating to the Acquisition ”. In addition, there may be circumstances where, for sound business reasons, we may re-allocate the net proceeds of this offering other than as described under the heading “Use of Proceeds” in ways that a purchaser may not consider desirable, if management believes it would be in our best interest to do so. Until utilized, some or all of the net proceeds of this offering may be held in cash balances in our bank account or invested at our discretion. As a result, a purchaser will be relying on the judgment of management for the application of the net proceeds of this offering. The results and the effectiveness of the application of the net proceeds are uncertain. If the net proceeds are not applied effectively, our business, financial condition and results of operations may suffer, which could adversely affect the price of our common shares in the market.

We will continue to seek growth organically and through acquisitions. This strategy may expose us to a number of risks.

We will continue to seek growth organically and through acquisition. This strategy may expose us to a number of risks, including but not limited to: assumption of liabilities of an acquired business, including liabilities that were unknown at the time the acquisition was negotiated; valuation methodologies may not accurately capture the value of the acquired business; failure to realize anticipated benefits, such as cost savings and revenue enhancements; difficulties relating to combining previously separate entities, where applicable, into a single, integrated, and efficient business; the effects of diverting management’s attention from day-to-day operations to matters involving the integration of acquired companies; potentially substantial transaction costs associated with business combinations; potential impairment resulting from the overpayment for an acquisition; difficulties relating to assimilating the personnel, services, and systems of an acquired business and to assimilating marketing and other operational capabilities; increased burdens on our staff and on our administrative, internal control and operating systems, which may hinder our legal and regulatory compliance activities; and difficulties in applying and integrating our system of internal controls to an acquired business.

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We seek to leverage our organizational structure, business processes and experience to successfully integrate acquired businesses. If we are unable to invest in and successfully acquire and integrate new businesses, implement new equipment, systems and processes, we may be unable to expand our business as planned. While we often obtain indemnification rights from the sellers of acquired businesses or purchases insurance to cover potential losses, such rights may be limited in nature, may be difficult to enforce, the losses may exceed any dedicated escrow funds or insurance coverage, and the indemnitors may not have the ability to financially support the indemnity.

In addition, there is no assurance that we will continue to locate suitable acquisition targets or that it will be able to consummate any such transaction on terms and conditions acceptable to us. Existing cash balances and cash flow from operations, together with borrowing capacity under our credit facilities, may be insufficient to make acquisitions. Credit and equity market conditions may also make it more difficult and costly to finance acquisitions. Through acquisitions, we may also enter into business activities or geographies where we have limited or no experience. This would expose us to additional business risks that are different than those we have traditionally experienced with our existing business.

At any given time, we typically consider, or may be in the process of negotiating, a number of potential acquisitions, some of which may be material in size. In connection with such potential acquisitions, we regularly enter into non-disclosure or confidentiality agreements, indicative term sheets, non-binding letters of intent and other similar agreements with potential sellers, and conduct due diligence as applicable. We do not in every case proceed to the closing of a transaction. We typically do not publicly announce a prospective acquisition prior to the time we enter into a definitive agreement with respect thereto, and may not publicly announce non-material acquisitions until a closing occurs, or at all. Accordingly, at any given time, an acquisition announcement could be imminent. The announcement of any material acquisition by us (or rumours thereof, even if unfounded) could result in volatility in the market price and trading volume of our common shares. Further, we cannot predict the reaction of the market, or of our stakeholders, customers or competitors, to the announcement of any such material acquisition or to rumours thereof.

General inflationary pressures may have a material adverse effect on us.

General inflationary pressures may affect labour and other operating costs, which could have a material adverse effect on our financial condition, results of operations, and the capital expenditures required to advance our business plans. While central banks in Canada, the U.S., and globally have taken actions to combat the current inflationary environment, there can be no assurance that any governmental action that has or will be taken to control inflationary or deflationary cycles will be effective, or whether any governmental action may contribute to economic uncertainty or a recession. Governmental action to address inflation or deflation may also affect currency values. Accordingly, inflation and any governmental response thereto may have a material adverse effect on our business, results of operations, cash flow, financial condition, and the price of our common shares.

A recession, slowdown and/or sustained downturn in the economy may have a material adverse effect on our business, results of operations, cash flow, financial condition and the price of our common shares.

A recession, slowdown and/or sustained downturn in the economy (or any particular segment thereof) may have a material adverse effect on our business, results of operations, cash flow, financial condition and the price of our common shares. A recession, slowdown and/or sustained downtown in the economy may also have the effect of heightening certain other risks described herein and in the documents incorporated by reference herein. There can be no assurance that any governmental action will be taken to curb or prevent a recession, slowdown and/or sustained downtown or that any governmental action taken will be effective. A recession, slowdown and/or sustained downtown may also lead to instability in credit and equity markets, affect our ability to finance our operations, or finance on favorable terms. The impact of any recession, slowdown and/or sustained downturn on the financial condition, cash flows, operations, credit risk, liquidity and availability of credit is uncertain and

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cannot be predicted. Management will continue to monitor and assess the risk and potential impact of any recession, slowdown and/or sustained downturn on our judgments, estimates, accounting policies and amounts recognized in the consolidated financial statements.

Our current and potential competitors may have advantages relative to us.

Our current and potential competitors may have greater brand recognition, more established insurance relationships and service networks, access to larger customer bases, and substantially greater financial, technical, sales, marketing and other resources than us. As a result, those competitors may have advantages relative to us. If we are unable to compete effectively, we may experience a loss of revenue share or reduced profitability.

Investors in our common shares may face dilution from future offerings by us.

The number of common shares that we are authorized to issue is unlimited. Subject to the rules of any applicable stock exchange on which our common shares are listed (including the TSX and the NYSE) and applicable securities laws, we may, in our sole discretion, issue additional common shares from time to time, and the interests of our shareholders may be diluted thereby. We cannot predict the size or nature of future sales or issuances of securities or the effect, if any, that such future sales and issuances will have on the market price of our common shares. Sales or issuances of substantial numbers of common shares or other securities that are convertible or exchangeable into common shares, or the perception that such sales or issuances could occur, may adversely affect prevailing market prices of our common shares. With any additional sale or issuance of common shares or other securities that are convertible or exchangeable into common shares, investors will suffer dilution to their voting power and economic interest in us. Furthermore, to the extent holders of our stock options or other convertible securities convert or exercise their securities and sell the common shares they receive, the trading price of our common shares may decrease due to the additional amount of common shares available in the market.

We may require but be unable to attain additional capital which may impair our ability to deliver on our business and growth strategies.

Our ability to generally carry on our business and pursue our growth strategy may require us to raise additional capital. Additional capital may be sought through public or private debt or equity financings by us or another Boyd entity and may result in dilution to or otherwise may have a negative effect on existing shareholders. Further, there can be no assurances that additional financing will be available to us when required or desired by us, on advantageous terms or at all, which may adversely affect our ability to carry on our business.

We rely on long-term borrowings and access to revolving credit facilities to fund our ongoing operations. Our ability to refinance or renew such debt is dependent upon financial market conditions. We have senior unsecured notes maturing in 2033, senior secured revolving credit facilities in an aggregate amount of $575.0 million with an accordion feature which can increase the facilities to a maximum of $875.0 million that are committed to 2030, and a senior secured term loan maturing in March 2027. We have obtained commitments for the bridge credit facility and majority lender consent for certain amendments to the credit agreement for our revolving credit facility. See “The Acquisition—Financing the Acquisition”. Renewed or additional financing may not be available when required, or may not be available on commercially favorable or otherwise satisfactory terms in the future. We may need to raise additional debt or equity capital to fund strategic acquisitions, expand our operations and distribution networks, invest in partnerships and research and development, enhance our services and products, or invest in or acquire additional capital assets or complementary products, services, businesses, or technologies. Our ability to arrange such financing to fund investments in future opportunities will depend in part upon prevailing capital market conditions as well as our business performance and investor perception of future business potential. Our access to financial markets could be adversely impacted by various factors including but not limited to: changes in credit markets that reduce available credit or the ability to renew existing facilities on acceptable terms or at all; a deterioration in our financial situation that would violate current

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covenants and/or prohibit us from obtaining capital from banks, financial institutions, or investors; an adverse perception in capital markets of our financial condition or prospects; a decline in credit ratings; extreme volatility in credit markets that increase margin or credit requirements; significant and rapid increases in market interest rates; volatility in equity markets where our common shares trade; general economic conditions; or volatility in our results that would substantially increase our cost of our capital. A lowering or withdrawal of the debt ratings assigned to us and our 2033 senior unsecured notes by rating agencies may increase future borrowing costs and reduce access to capital. Our 2033 senior unsecured notes currently have a non-investment grade rating, and any rating assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Any lowering of our credit rating may make it more difficult or more expensive to obtain additional debt financing.

Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. There can be no assurance that we will be successful in our efforts to arrange additional financing, if needed, on terms satisfactory to management or at all. If we raise additional funds through further issuances of convertible debt or equity securities, our existing shareholders could suffer significant dilution, and any new equity securities we might issue could have rights, preferences, and privileges superior to those attaching to our common shares.

We may issue additional senior unsecured notes as an alternative to drawing on our bridge credit facility in order to partially finance the acquisition. If we raise additional funds through the issuance or incurrence of additional debt, our degree of leverage could increase significantly and could have material adverse consequences, including: limiting our ability to further access financial markets as described above; having to dedicate a portion of our cash flows from operations to the payment of interest on our existing indebtedness and not having such cash flows available for other purposes, including operations, innovation, and future business opportunities; exposing us to increased interest expense on borrowings at various rates; limiting our ability to adjust to changing market conditions; placing us at a competitive disadvantage compared to our competitors that have less debt; making us vulnerable in a downturn in general economic conditions; and rendering us unable to make capital expenditures that are important to our growth and strategies. As the amount of debt issued or incurred by us increases, there is an increased risk that cash flows generated by us will be insufficient to service our debt obligations.

Payment of dividends on our common shares is at the discretion of our board of directors and we may not declare and pay dividends in the future.

Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, financial results, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. If we do not declare and pay dividends in the future, investors may not receive any return on an investment in our common shares unless they sell their common shares for a price greater than that which such investors paid for them.

If securities or industry analysts do not publish research or reports about our business, or if they publish price targets or estimates of the future price of our common shares that differ from market expectations, the price of our common shares could decline.

The trading market for our common shares depends, in part, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us publish price targets or estimates of the future price of our common shares that differ from market expectations, or publish inaccurate or unfavorable research about our business, the price of our common shares could decline. In addition, if our results of operations fail to meet the expectations of research analysts and investors, the price of our common shares could decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our common shares could decrease, which might cause the price and trading volume of our common shares to decline.

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We will incur increased costs as a result of being a public company in the U.S., and our management will be required to devote substantial time to U.S. public company compliance efforts.

As a public company in the U.S., we will incur additional legal, accounting, NYSE-related, reporting and other expenses that we did not incur as a public company in Canada. The additional demands associated with being a U.S. public company may disrupt regular operations of our business by diverting the attention of some of our senior management team away from revenue-producing activities to additional management and administrative oversight, adversely affecting our ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing our business. Any of these effects could harm our business, results of operations and financial condition.

If our efforts to comply with new U.S. laws, regulations and standards differ from the activities intended by regulatory or governing bodies, such regulatory bodies or third parties may initiate legal proceedings against us and our business may be adversely affected. As a public company in the U.S., it is more expensive for us to obtain or retain director and officer liability insurance, and we will be required to accept reduced coverage or incur substantially higher costs to continue our coverage. These factors could also make it more difficult for us to attract and retain qualified directors.

The U.S. Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. Pursuant to Section 404 of the Sarbanes-Oxley Act (“Section 404”), we will be required to furnish a report by our management on our internal control over financial reporting, which will in the future, starting with respect to the year ended December 31, 2026, be required to be accompanied by an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.

To achieve compliance with Section 404 within the prescribed period, we will document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of our internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that neither we nor our independent registered public accounting firm will be able to conclude within the prescribed timeframe that our internal control over financial reporting is effective as required by Section 404. This could result in a determination that there are one or more material weaknesses in our internal control over financial reporting, which could cause an adverse reaction in the financial markets due to a loss of confidence in the reliability of our consolidated financial statements. In addition, in the event that we are not able to demonstrate compliance with the Sarbanes-Oxley Act, that our internal control over financial reporting is perceived as inadequate, or that we are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results and the price of our common shares may decline. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the NYSE.

As a foreign private issuer, we are subject to different U.S. securities laws and rules than a domestic U.S. issuer, which may limit the information publicly available to our shareholders.

We are a “foreign private issuer” as such term is defined in Rule 405 under the U.S. Securities Act, and are permitted, under a multijurisdictional disclosure system adopted by the U.S. and Canada, to prepare our disclosure documents filed under the Exchange Act, in accordance with Canadian disclosure requirements. Under the Exchange Act, we are subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. As a result, we will not file the same reports that a U.S. domestic issuer would file with the SEC, although we will be required to file or furnish to the SEC the continuous disclosure documents that we are required to file in Canada under Canadian securities laws. In

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addition, our officers, directors, and principal shareholders are exempt from the reporting and “short swing” profit recovery provisions of Section 16 of the Exchange Act. Therefore, our shareholders may not know on as timely a basis when our officers, directors and principal shareholders purchase or sell shares, as the reporting deadlines under the corresponding Canadian insider reporting requirements are longer.

As a foreign private issuer, we are exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements. We are also exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information. While we expect to comply with the corresponding requirements relating to proxy statements and disclosure of material non-public information under Canadian securities laws, these requirements differ from those under the Exchange Act and Regulation FD and shareholders should not expect to receive in every case the same information at the same time as such information is provided by U.S. domestic companies.

In addition, as a foreign private issuer, we have the option to follow certain Canadian corporate governance practices, except to the extent that such laws would be contrary to U.S. securities laws, and provided that we disclose the requirements we are not following and describe the Canadian practices we follow instead. For example, we do not intend to follow the minimum quorum requirements for shareholder meetings as well as certain NYSE shareholder approval requirements prior to the issuance of securities, as permitted for foreign private issuers. As a result, our shareholders may not have the same protections afforded to shareholders of U.S. domestic companies that are subject to all U.S. corporate governance requirements.

Following the completion of this offering, we may cease to qualify as a foreign private issuer. If we cease to qualify, we will be subject to the same reporting requirements and corporate governance requirements as a U.S. domestic issuer which may increase our costs of being a public company in the U.S.

We are governed by the corporate and securities laws of Canada which in some cases have a different effect on shareholders than the corporate laws of Delaware, U.S. and U.S. securities laws.

We are governed by the CBCA and other relevant laws, which may affect the rights of shareholders differently than those of a company governed by the laws of a U.S. jurisdiction, and may, together with our constating documents, have the effect of delaying, deferring or discouraging another party from acquiring control of us by means of a tender offer, a proxy contest or otherwise, or may affect the price an acquiring party would be willing to offer in such an instance. The material differences between the CBCA and Delaware General Corporation Law (“DGCL”), that may have the greatest such effect include, but are not limited to, the following: (i) for material corporate transactions (such as mergers and amalgamations, other extraordinary corporate transactions or amendments to our articles) the CBCA generally requires a two-thirds majority vote by shareholders, whereas DGCL generally requires only a majority vote; and (ii) under the CBCA, holders of 5% or more of our common shares that carry the right to vote at a meeting of shareholders can requisition a special meeting of shareholders, whereas such right does not exist under the DGCL.

As we are organized under the federal laws of Canada and certain of our directors and officers reside in Canada or the provinces thereof, it may be difficult for U.S. shareholders to effect service on us to realize on judgments obtained in the U.S. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers residing outside of Canada.

We are governed by the CBCA with our principal place of business in Canada, certain of our directors and officers reside or are organized outside of the U.S. and a portion of our assets or the assets of these persons may be located outside the U.S. Consequently, it may be difficult for investors who reside in the U.S. to effect service of process in the U.S. upon us or upon such persons who are not residents of the U.S., or to realize upon judgments of courts of the U.S. predicated upon the civil liability provisions of the U.S. federal securities laws. A judgment of a U.S. court predicated solely upon such civil liabilities may be enforceable in Canada by a Canadian court if the U.S. court in which the judgment was obtained had jurisdiction, as determined by the

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Canadian court, in the matter. Investors should not assume that Canadian courts: (i) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue sky laws of any state within the U.S., or (ii) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or any such state securities or blue sky laws. Similarly, some of our directors and officers are residents of countries other than Canada and all or a substantial portion of the assets of such persons are located outside Canada. As a result, it may be difficult for Canadian investors to initiate a lawsuit within Canada against these persons. In addition, it may not be possible for Canadian investors to collect from these persons judgments obtained in courts in Canada predicated on the civil liability provisions of securities legislation of certain of the provinces of Canada. It may also be difficult for Canadian investors to succeed in a lawsuit in the U.S. based solely on violations of Canadian securities laws.

We may be negatively impacted by changes in taxation rates or laws.

Changes in taxation rates or law, or misinterpretation of the law or any failure to manage tax risks adequately could result in increased charges, financial loss, including penalties and reputational damage, and which could have a material adverse effect on our prospects, business, financial condition and results of operations.

Our overall effective income tax rate may be adversely affected by the following: changes to current domestic laws in the countries in which we operate, namely Canada and the U.S.; changes to or terminations of the income tax treaties we currently rely on; an increase in income and withholding tax rates; changes to free trade and export processing zone rules in certain countries; changes in domestic laws and income tax treaties that may result from the Organization for Economic Co-operation and Development (OECD) initiatives against base erosion and profit sharing (BEPS); changes to guidance regarding the interpretation and application of domestic laws, free trade and export processing zones, and income tax treaties; increases in the proportion of our overall profits being earned in higher tax rate jurisdictions due to changes in the locations of our operations; or other factors.

We may have exposure to greater than anticipated tax liabilities or expenses. We are subject to income taxes and non-income taxes in a variety of jurisdictions and our tax structure is subject to review by both domestic and foreign taxation authorities. The determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment. Tax filings are subject to audits, which could materially change the amount of current and deferred income tax assets and liabilities. As outlined in note 18 to our most recent annual financial statements, we have unrecognized deferred income tax assets which are reassessed at each reporting date and are recognized to the extent that it has become probable the benefit will be recovered. If we achieve a consistent level of profitability, the likelihood of recording a deferred income tax asset on our consolidated balance sheets for some portion of the losses incurred in prior periods in one of our business jurisdictions will increase. Any change to the recognition of the deferred income tax asset would also result in an income tax recovery or income tax expense, as applicable, on our consolidated statements of operations in the period in which the recognition of assets is changed. In addition, if we have recorded a deferred income tax asset on the consolidated balance sheets, it will record income tax expense in any period in which it uses that deferred income tax asset to offset any income tax payable in that period, reducing net income reported for that period, perhaps materially.

Risks Relating to the Acquisition

There can be no assurance that the acquisition will be completed, and if the acquisition is not completed, dilution on a per common share basis may occur and we could be subject to a number of risks that may adversely affect our business.

The closing of this offering is not conditional on the closing of the acquisition. The acquisition is expected to close in the fourth quarter of 2025 and is subject to customary closing conditions, including the receipt of

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regulatory approvals. While we believe that the conditions to closing of the acquisition are likely to be satisfied, there can be no assurance that we will obtain the required approvals or that the acquisition will be completed. Our common shares sold under this prospectus will remain outstanding whether or not the acquisition is completed. If the acquisition is not completed, we intend to use the net proceeds of this offering to reduce our outstanding indebtedness and finance future growth opportunities including acquisitions, or for other general corporate purposes, which may include funding the purchase of our common shares pursuant to any normal course issuer bid in effect at such time, pursuant to a substantial issuer bid or as otherwise permitted by applicable laws. However, our management will have broad discretion over the use of proceeds from this offering, and there can be no assurance that we would make such purchases of common shares if the acquisition is not completed, and any such purchases would be subject to limitations under applicable laws and regulatory requirements, including any maximum number of common shares that may be purchased pursuant to our normal course issuer bid or pursuant to such applicable laws and regulatory requirements.

While the net proceeds from the sale of our common shares under this prospectus are expected to be applied towards the uses specified in “Use of Proceeds”, to the extent that any of those net proceeds remain uninvested or invested in low-yielding investments pending their use, this offering may result in dilution, on a per common share basis, to our net earnings, Adjusted EBITDA, Adjusted Net Earnings Per Share and other measures used by us.

If the acquisition is not completed, we could be subject to a number of risks that may adversely affect our business and the market price of our common shares, including:

We may also be subject to litigation related to any failure to complete the acquisition or related to any proceeding to specifically enforce our performance obligations under the purchase agreement.

If the acquisition is not completed, these risks may materialize and may adversely affect our business, financial results and financial condition, as well as the price of our common shares, which may cause the value of your investment to decline.

We may not realize the full amount of cost savings, synergies and benefits anticipated from the acquisition.

Although we estimate annual cost synergies of approximately US$35.0 million to US$45.0 million in connection with the acquisition, inclusion of the estimated annual synergies in this prospectus supplement should not be viewed as a representation that we will in fact achieve these synergies. We continue to evaluate our estimates of the synergies to be realized from the acquisition, and to refine them and, as such, the actual synergies could differ, perhaps materially, from our current estimates. Expenses required to realize the synergies and the sources of the synergies are difficult to estimate accurately and could differ materially from these estimates and we cannot assure investors that we will achieve the full amount of anticipated synergies or at all. Accordingly, any benefits that we realize from the acquisition may be offset, in whole or in part, by unexpected costs incurred or delays in integrating the businesses, which could cause our financial and operating assumptions with respect to the acquisition to be inaccurate. In light of these significant uncertainties, investors should not place undue reliance on our estimates of annual synergies.

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Although we expect to benefit from certain tax benefits relating to the acquisition of approximately US$150.0 million, our ability to realize these tax benefits is based on a number of assumptions, including that we earn sufficient taxable income over the period in which deductions from the acquisition are available, that tax rates remain the same, and that there are no adverse changes in applicable laws or regulations. If any of our assumptions prove incorrect, we may not realize the tax benefits we expect to be available.

We may not realize any or all of the anticipated benefits from the acquisition, which could adversely affect our business.

We believe that the acquisition will be beneficial to us and our shareholders, including as described in “The Acquisition”. However, there is a risk that some or all of the benefits anticipated from the acquisition may fail to materialize, not occur within the time periods anticipated or may differ materially from our estimates. The ability to realize the anticipated benefits of the acquisition will depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as our ability to realize growth opportunities and potential operational gains from integrating JHCC’s business with our existing business following the acquisition. Even if we are able to integrate these businesses and operations successfully, this integration may not result in the realization of the full benefits of the growth opportunities we currently expect within the anticipated time frame or at all. Further, we may be unable to retain existing JHCC customers or employees following the acquisition. In addition, any benefits that we realize may be offset, in whole or in part, by reductions in sales, or through increases in other expenses, including costs to achieve our estimated synergies and growth.

Moreover, a variety of factors, including those risk factors set forth in the prospectus and this prospectus supplement and the documents incorporated by reference in the prospectus and this prospectus supplement, a number of which are beyond our control, may adversely affect our ability to achieve the anticipated benefits of the acquisition.

Our ability to borrow under our credit facilities is subject to certain customary conditions which may impact our ability to fund the acquisition.

Our ability to borrow under our credit facilities is subject to certain customary conditions that we must satisfy. The completion of the acquisition is not subject to any financing conditions. If we are unable to satisfy one or more of those conditions and such conditions are not waived, we will not be able to borrow amounts under our credit facilities to fund the acquisition. If we cannot borrow under our credit facilities, we may not have the cash necessary to fund the purchase price and close the acquisition and the sellers will, in certain circumstances, have the right to terminate the purchase agreement. In addition, while it is possible that alternative sources of financing may be available, alternative sources, if available, may be on terms that are less favorable than the terms of our credit facilities. See “The Acquisition—Financing the Acquisition”.

There may be unexpected liabilities related to the acquisition that may have a material adverse effect on our business, financial condition or future prospects.

We have conducted due diligence in connection with the acquisition. However, there may be liabilities of JHCC that we failed to discover or were unable to quantify accurately or at all in the due diligence which we conducted in connection with the acquisition and we may not be indemnified for any or all of these liabilities.

In connection with the acquisition, we intend to obtain a representation and warranty insurance policy with aggregate coverage limits of up to $130,000,000. Our representation and warranty insurance policy will be subject to certain exclusions and limitations. In addition, there may be circumstances for which the insurer may elect to limit such coverage or refuse to indemnify us or situations for which the coverage provided under the representation and warranty insurance policy may not be sufficient or applicable.

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The discovery, existence, or quantification of any such liabilities and our inability to recover or claim from the sellers, JHCC or the provider of the representation and warranty insurance policy could have a material adverse effect on our business, financial condition or future prospects.

We cannot assure the accuracy or completeness of information with respect to JHCC and its business.

All information related to JHCC in this prospectus supplement is based on information provided by JHCC and the sellers. Although we have conducted what we believe to be a prudent and thorough level of investigation with respect to JHCC and its business in connection with the acquisition, a certain degree of risk remains regarding the accuracy and completeness of such information. While we have no reason to believe the information obtained from JHCC and the sellers is misleading, untrue or incomplete, we cannot assure the accuracy or completeness of such information, nor can we compel JHCC or the sellers to disclose events which may have occurred or may affect the completeness or accuracy of such information, but which are unknown to us. Prospective investors are cautioned that JHCC (i) has not reviewed this disclosure contained in this prospectus relating to itself or its business, nor represented that such disclosure represents full, true and plain disclosure of all material facts relating to itself and/or its business and does not contain a misrepresentation relating to itself and/or its business, and (ii) has no liability to investors participating in this offering in the event that the disclosure contained in this prospectus relating to itself and/or its business contains a misrepresentation.

Pro forma financial information may not be indicative of our financial condition or results following the acquisition.

The unaudited pro forma consolidated financial information contained in this prospectus supplement is presented for illustrative purposes only as of the date and for the periods referred to therein and may not be indicative of our financial condition, results of operations or cash flows following the completion of the acquisition and the final results may differ materially. The unaudited pro forma combined consolidated financial information has been derived from the respective historical financial statements of us and JHCC, and certain adjustments and assumptions have been made to give effect to the acquisition and the financing of the acquisition, as more particularly described in the notes to such pro forma financial statements. The information upon which such adjustments and assumptions have been made is preliminary and adjustments and assumptions of this nature are difficult to make with complete accuracy. Moreover, the unaudited pro forma combined consolidated financial information does not include, among other things, estimated synergies or adjustments related to restructuring or integration activities in connection with the acquisition, or future acquisitions or disposals not yet known or probable. Actual amounts recorded upon the finalization of the purchase price allocation pursuant to the purchase agreement may differ from the amounts reflected in our pro forma financial statements. Additionally, the unaudited pro forma consolidated financial information may not reflect all of the costs that are expected to be incurred by JHCC and us in connection with the acquisition. Actual amounts recorded upon consummation of the acquisition will differ from such pro forma consolidated financial information. Since the pro forma consolidated financial information have been developed to retroactively show the effect of a transaction that occurred at a later date, there are limitations inherent in the very nature of pro forma data. Accordingly, the unaudited pro forma consolidated financial information contained in this prospectus supplement is presented for informational purposes only and our assets, results of operations and financial condition following the acquisition may differ significantly from those indicated in the unaudited pro forma financial information.

Forward-looking statements are based on assumptions.

Forward-looking statements are based on a number of assumptions, many of which are outside of our control, and, if some or all of the underlying assumptions prove to be inaccurate, our actual financial and operational results may be different from the forward-looking statements and such differences may be material. This prospectus supplement includes forward-looking statements relating to, among other matters, the anticipated benefits of the acquisition, synergies and our anticipated growth, which are based on a number of assumptions

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and estimates that are discussed in this prospectus supplement and that may not prove to be correct. Such assumptions are further subject, to a significant degree, on future business decisions, some of which may change, and that could further cause our actual results to differ materially from those set out in forward-looking statements. Accordingly, the forward-looking statements contained in this prospectus supplement are only an estimate of what management believes to be realizable as of the date of this prospectus supplement. Forward-looking statements should be read together with the historical financial and operational information included or incorporated by reference in this prospectus. Although we consider the assumptions and estimates underlying forward-looking statements to be reasonable as of the date of this prospectus supplement, those assumptions and estimates are inherently uncertain and subject to significant business, economic, financial and competitive risks and uncertainties, many of which are beyond our control and if our assumptions prove to be inaccurate, our actual results may differ materially from those set out in forward-looking statements.

The acquisition is conditional upon the receipt of all required regulatory approvals.

The acquisition is conditional upon, among other things, the receipt of all required regulatory approvals. There is no certainty, nor can we provide any assurance, that the required regulatory approvals can be obtained on conditions acceptable to us, or, if so obtained, when they will be obtained. A substantial delay in obtaining the required regulatory approvals or the conditioning of the required regulatory approvals on unfavorable terms or conditions could have a material adverse effect on our ability to complete the acquisition and, if completed, on our or JHCC’s business, financial condition, results of operations or cash flows. In addition, in the event that regulatory agencies impose such unfavorable terms and/or conditions for required regulatory approvals, we may still be required to complete the transaction on the terms set forth in the purchase agreement.

We may be exposed to increased litigation following the acquisition, which could have an adverse effect on our business and operations.

We may be exposed to increased litigation from shareholders, customers, suppliers and other third parties following the acquisition. Such litigation may have an adverse impact on our business and results of operations or may cause disruptions to our operations. Even if any such claims are without merit, defending against these claims can result in substantial costs and divert the time and resources of management.

The acquisition may trigger change of control provisions which could result in unanticipated expenses in connection with the acquisition.

JHCC is a party to agreements that contain change of control or other similar provisions which may be triggered by the acquisition. The operation of these provisions, if triggered, could result in unanticipated expenses and/or cash payments following the consummation of the acquisition or could adversely affect the results of operations and financial condition of JHCC. Unless consents are obtained or other appropriate arrangements are agreed to or these provisions are waived by the other party, the operation of any of these provisions could adversely affect JHCC, which could adversely affect our business, operating results and financial condition.

There can be no assurance that we will be successful in integrating JHCC’s operations or that the expected benefits of the acquisition will be realized.

Although we expect to realize certain benefits as a result of the acquisition, there is a possibility that, following the acquisition, we will be unable to successfully integrate JHCC into our operations in order to realize the anticipated benefits of the acquisition or may be unable to do so within the anticipated timeframe.

We expect to implement certain operational improvements and cost-savings initiatives following the completion of the acquisition. Any cost-savings that we realize from such efforts may differ materially from our estimates. In addition, any cost-savings that we realize may be offset, in whole or in part, by reductions in sales or through increases in other expenses. Our operational improvements and cost-savings plans are subject to numerous risks and uncertainties that may change at any time.

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To effectively integrate JHCC into our current operations, we must establish appropriate operational, administrative, finance, management systems and controls and marketing functions relating to JHCC. These efforts, together with the ongoing integration following the acquisition, will require substantial attention from our management. This diversion of management attention, as well as any other difficulties which we may encounter in completing the acquisition and integration process, could have an adverse effect on our business, financial condition, results of operations and cash flows. There can be no assurance that we will be successful in integrating JHCC’s operations or that the expected benefits of the acquisition will be realized.

We expect to incur significant costs in connection with the acquisition and integrating the operations of JHCC into our business and may incur unexpected costs or liabilities.

We expect to incur significant costs associated with completing the acquisition and integrating the operations of JHCC into our business. The substantial majority of such costs are expected to be non-recurring expenses resulting from the acquisition and will consist of transaction costs related to the acquisition, facilities and systems consolidation costs and employment-related costs. Additional unanticipated costs may be incurred in the integration of our and JHCC’s respective businesses and such costs, if incurred, may have a negative effect on our business, operations and financial performance and cash flows.

We may be unable to retain customers or employees of JHCC following the acquisition.

We may be unable to retain customers or employees of JHCC following the acquisition. The continuing and collaborative efforts of the senior management and employees of JHCC are important to its success and its business would be harmed if it were to lose their services. The existence of undisclosed liabilities and our inability to retain the customers or employees of JHCC could have an adverse impact on our business, financial condition and results of operations.

We will not control JHCC until completion of the acquisition and the business and results of operations of JHCC may be adversely affected by events that are outside of our control during the intervening period.

Although the purchase agreement contains covenants on the part of JHCC regarding the operation of its business prior to closing the acquisition, we will not control JHCC until completion of the acquisition and the business and results of operations of JHCC may be adversely affected by events that are outside of our control during the intervening period. Historic and current performance of the business and operations of JHCC may not be indicative of success in future periods. As a result, the operations and financial performance of JHCC may be negatively affected which may adversely affect our future business, financial condition and results of operations.

We will incur additional debt to finance the acquisition.

In financing the acquisition, we will incur additional debt, including by way of borrowings under our revolving credit facilities and, potentially, through the issuance of new senior unsecured notes. See “The Acquisition—Financing the Acquisition” and “Consolidated Capitalization”. Such borrowings or debt securities, if incurred or issued, will increase our consolidated indebtedness. Such additional indebtedness will increase our interest expense and debt service obligations and may have a negative effect on our results of operations and/or credit ratings. Such increased indebtedness may also make our results more sensitive to increases in interest rates. Our degree of leverage could have other important consequences for purchasers, including: (i) having a negative effect on our ratings; (ii) limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; (iii) limiting our ability to declare dividends on our common shares; (iv) being vulnerable in a downturn in general economic conditions; and (v) being unable to make capital expenditures that are important to its growth and strategies.

The historical financial information relating to JHCC has been derived on a historical basis.

The historical financial information relating to JHCC included in this prospectus supplement, including JHCC’s information used to prepare our pro forma financial statements, has been derived from the historical

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accounting records of JHCC. This historical financial information may not reflect what JHCC’s financial position, results of operations or cash flows would have been had we owned all of the equity interests in JHCC during the periods presented or what our financial position, results of operations or cash flows will be in the future. The historical financial information does not contain any adjustments to reflect changes that may occur in our cost structure, financing and operations as a result of the acquisition.

In preparing our pro forma financial statements, we have given effect to, among other items, this offering, the completion of the acquisition and the completion of certain transactions for the purpose of financing the purchase price of the acquisition. The assumptions and estimates underlying our pro forma financial statements may be materially different from our actual experience going forward. See “Cautionary Note Regarding Forward-Looking Statements”.

No assurance of future performance

Historic and current performance of our business and the business of JHCC may not be indicative of continued consistent performance or success in future periods. The future performance of our business after the acquisition may be adversely affected by economic downturns and other factors beyond our control. As a result of these factors, our operations and financial performance, including JHCC, may be negatively affected, which may adversely affect our financial results.

2025 and 2024 and notes thereto incorporated by reference in this prospectus supplement and the pro forma financial statements included elsewhere in this prospectus supplement.

Notes:

    common shares (    common shares if the underwriters’ option to purchase additional common shares is exercised in full) will be issued from our treasury in this offering. See “Plan of Distribution”.

The consummation of the acquisition is not contingent upon the consummation of this offering, and this offering is not contingent upon the consummation of the acquisition. There is no guarantee the acquisition will be completed on a timely basis or at all and completion of the acquisition remains subject to customary closing conditions. If the acquisition is not completed, we intend to use the net proceeds from this offering to reduce our outstanding indebtedness and finance future growth opportunities including acquisitions, or for other general corporate purposes. Management will have discretion with respect to the actual use of the net proceeds of this offering. See “Risk Factors”.

the terms of the shelf prospectus and this prospectus supplement and in the U.S. under the terms of the registration statement, of which the shelf prospectus and this prospectus supplement form a part, through the underwriters and/or affiliates thereof registered to offer our common shares for sale in such jurisdictions in accordance with applicable securities laws and such other registered dealers as may be designated by the underwriters. Subject to applicable law, the underwriters, their affiliates, or such other registered dealers as may be designated by the underwriters, may offer our common shares outside of Canada and the U.S.

In consideration for the services provided by the underwriters in connection with this offering, and pursuant to the terms of the underwriting agreement, we have agreed to pay the underwriters the underwriters’ fee equal to  % of the gross proceeds from this offering (including any gross proceeds raised on exercise of the underwriters’ option to purchase additional common shares). We have also agreed to reimburse the underwriters for certain of their expenses in an amount up to $50,000. We will be responsible for all expenses related to this offering, whether or not it is completed. We have agreed to grant to the underwriters an option, exercisable in whole or in part, on or prior to the date that is 30 days following the date of the underwriting agreement, to purchase up to an additional number of common shares that is equal to 15% of the number of common shares sold in the base offering under this prospectus supplement, at a price equal to the offering price. The option to purchase additional common shares is exercisable by the underwriters giving notice to us prior to the deadline for exercising the option, which notice will specify the number of additional common shares to be purchased. This prospectus qualifies the grant of the underwriters’ option to purchase additional common shares and the distribution of the additional common shares issuable on the exercise thereof. A purchaser who acquires additional common shares forming part of the underwriters’ over-allocation position acquires those additional common shares under this prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the underwriters’ option to purchase additional common shares or secondary market purchases.

The obligations of the underwriters under the underwriting agreement are several and not joint (within the meaning of such terms under the laws of the State of New York) and are subject to certain closing conditions. Each underwriter is entitled, at its option, to terminate and cancel, without any liability on its part, its obligations under the underwriting agreement, by giving written notice to that effect if, prior to the closing, any of the following occurs: (a) any order to cease or suspend trading in any of the common shares is made, or any proceeding is announced, threatened or commenced for the making of any such order, by any securities regulatory authority, any stock exchange or by any other competent authority, and has not been rescinded, revoked or withdrawn; (b) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, threatened or announced or any order or ruling is issued under or pursuant to any statute of Canada or any province, or of the U.S. or any state thereof or by any official of any stock exchange or by any other regulatory authority having jurisdiction over us or any of our and our subsidiaries’ material assets or the affairs (on a consolidated bases), or there is any change of law, or the interpretation, pronouncement or administration thereof ,which in the reasonable opinion of such underwriter, may prevent or operates to prevent or restrict materially the distribution of, or trading in the common shares, or might reasonably be expected to have a significant adverse effect on the market price or value of the common shares; (c) there should develop, occur or come into effect or existence any event, action, state, condition or occurrence of national or international consequence (including any natural catastrophe, acts of hostilities, acts of war, terrorism or any escalation thereof or other calamity or crisis) or any change or development involving a prospective change in national or international political, financial or economic conditions or any governmental action, law, regulation, inquiry or other occurrence of any nature which, in the reasonable opinion of such underwriter, significantly adversely affects or might reasonably be expected to significantly adversely affect the Canadian or U.S. financial markets generally or our and our subsidiaries’ business, operations, capital or affairs (on a consolidated basis), or the market price or value of the common shares; (d) there shall occur any material change (actual, imminent or reasonably expected), or change in material fact which in the reasonable opinion of the underwriters (or any of them), might reasonably be expected to have a significant adverse effect on our and our subsidiaries’ business, operations, capital or affairs (on a consolidated basis), or the market price or value of the common shares, or the underwriters shall become aware of any material fact with respect to us which had not been publicly disclosed or

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disclosed in writing to the underwriters at or prior to the date hereof and which in the reasonable opinion of the underwriters (or any of them) might reasonably be expected to have a significant adverse effect on our and our subsidiaries’ business, operations, capital or affairs (on a consolidated basis), or the market price or value of the common shares; or (e) we shall be in material breach of, or have failed to comply in any material respect with, any terms or conditions of the underwriting agreement. The underwriters are, however, subject to certain closing conditions, severally and not jointly, obligated to take up and pay for all of the common shares that they have agreed to purchase if any common shares are purchased under the underwriting agreement.

Subject to the terms of the underwriting agreement, we have also agreed to indemnify the underwriters and their respective affiliates against certain liabilities, including civil liabilities under Canadian and U.S. securities legislation, or to contribute to any payments the underwriters may be required to make in respect thereof. The underwriters, as principals, conditionally offer the common shares qualified under this prospectus, subject to prior sale, if, as and when delivered to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the common shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officers’ certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Pursuant to the underwriting agreement, we have agreed that until the date that is 90 days following the date of the underwriting agreement, we will not, directly or indirectly, and will not publicly disclose any intention to, without the prior written consent of at least three of the joint bookrunners, on behalf of the underwriters, such consent not to be unreasonably withheld, conditioned or delayed, subject to certain exceptions: (i) create, allot, authorize, offer, issue, secure, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, directly or indirectly, any common shares, rights to purchase such common shares or any securities convertible into or exercisable or exchangeable for such common shares, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such common shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares or such other securities or interests, in cash or otherwise, or agree to do any of the foregoing or announce any intention to do any of the foregoing. The foregoing restriction shall not apply to (a) common shares to be sold under the underwriting agreement, (b) for purposes of director, officer, employee or consultant incentive plans existing at the date hereof, or (c) to satisfy existing instruments issued as of the date hereof.

In addition, our directors and officers have executed “lock-up” letters pursuant to which, until the date that is 90 days following the date of the underwriting agreement, they have agreed that they will not, and will not publicly disclose the intention to, without the consent of at least three of the joint bookrunners, on behalf of the underwriters, such consent not to be unreasonably withheld, conditioned or delayed, subject to certain exceptions: (i) sell, offer, contract to sell, grant or sell any option, right or warrant to purchase, or otherwise lend, transfer, assign or dispose of (including, without limitation, by making any short sale, engaging in any hedging transaction or entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of), as applicable, common shares or securities convertible or exchangeable into common shares (whether or not cash settled), in a public offering or by way of private placement or otherwise; (ii) secure or pledge any common shares or any securities convertible or exchangeable into common shares; or (iii) agree to or publicly announce any intention to do any of the foregoing things. The exceptions include: (a) bona fide gifts to the immediate family of the lock-up party or by will or intestacy, provided the recipient thereof agrees in writing for the benefit of the underwriters to be bound by the terms of the lock-up agreement for the remainder of its term; (b) dispositions to any trust for the direct or indirect benefit of the lock-up party and/or the immediate family of the lock-up party, provided that such trust agrees in writing for the benefit of the underwriters to be bound by the terms of the lock-up agreement for the remainder of its term; (c) dispositions to any wholly-owned subsidiary of the lock-up party or to a corporation, partnership, limited liability company or other entity of which the lock-up party and the immediate family of the lock-up party are the legal and beneficial owners of all of the outstanding equity securities or similar interests, provided that such subsidiary or entity agrees in writing for the benefit of the underwriters to be bound by the terms of the lock-up

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agreement for the remainder of its term; (d) if the lock-up party is a corporation, partnership, limited liability company or other entity, dispositions to any affiliate, limited partner, member or security holder of the lock-up party or to any investment fund or other entity controlled or managed by the lock-up party, the manager or general partner of the lock-up party, or an affiliate, limited partner, member or security holder of the manager or general partner of the lock-up party, provided that such transferee agrees in writing for the benefit of the underwriters to be bound by the terms of the lock-up agreement for the remainder of its term; (e) pledges or security interests, provided that the pledgee or beneficiary of the security interest agrees in writing for the benefit of the underwriters to be bound by the terms of the lock-up agreement for the remainder of its term; (f) exercises, vesting or settlement of awards pursuant to any of our employee or executive incentive compensation arrangements existing as at the date hereof and sales to cover the payment of the exercise prices or the payment of taxes associated with such exercises, vesting or settlement of such awards (provided however that, other than such sales, the securities issuable thereunder shall be subject to the restrictions set out in the lock-up agreement); or (g) transfers pursuant to a bona fide third party take-over bid made to all of our shareholders, a plan of arrangement or amalgamation involving a change of control of our company, or similar acquisition or business combination transaction provided that in the event that the take-over bid, plan of arrangement or amalgamation, or acquisition or business combination transaction is not completed, any common shares, as applicable, held by the lock-up party shall remain subject to the restrictions contained in the lock-up agreement.

The outstanding common shares are listed and posted for trading on the TSX under the symbol “BYD”. On October 28, 2025, the last trading day prior to the date on which this offering was announced, the closing price of the common shares on the TSX was C$214.11 or US$153.38 per common share (based on the daily exchange rate for the U.S. dollar in terms of Canadian dollars, as quoted by the Bank of Canada on October 28, 2025, of US$1.000 = C$1.3959). We have applied to list on the TSX the common shares distributed under this prospectus supplement and an additional     common shares to be issued by us if the underwriters’ option to purchase additional common shares is exercised in full. We have applied to list our outstanding common shares, the common shares distributed under this prospectus supplement and the additional common shares to be issued by us if the underwriters’ option to purchase additional common shares is exercised in full on the NYSE under the symbol “BGSI”. Any such listing will be subject to fulfilling all of the listing requirements of the TSX and the NYSE, respectively.

The underwriters may offer our common shares at a price lower than that stated above. The underwriters propose to offer the common shares initially at the offering price. After a reasonable effort has been made to sell all of the common shares at the offering price, the underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the common shares remaining unsold. Any such reduction will not affect the proceeds received by us. The compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the common shares is less than the gross proceeds to be paid by the underwriters to us.

Pursuant to policy statements of certain securities regulators, the underwriters may not, throughout the period of distribution, bid for or purchase common shares. The foregoing restriction is subject to certain exceptions including a bid or purchase permitted under the rules of applicable Canadian regulatory authorities and the TSX including the Universal Market Integrity Rules for Canadian Marketplaces administered by the Canadian Investment Regulatory Organization, such as: (a) a bid or purchase in connection with market stabilization or market balancing activities made in accordance with such rules, (b) a bid or purchase on behalf of a client where the order was not solicited, or if the order was solicited, the solicitation occurred prior to the commencement of the applicable restricted period, or (c) a bid or purchase to cover a short position entered into prior to the commencement of the applicable restricted period. In connection with this distribution, the underwriters may over-allot or effect transactions that stabilize or maintain the market price of the common shares at levels other than those which otherwise might prevail on the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. The underwriters may carry out these transactions on the TSX, the NYSE or otherwise. Stabilizing transactions consist of bids or purchases made for the purpose of preventing or delaying a decline in the market price of the common shares while this offering is in

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progress. Short sales involve the sale by the underwriters of a greater number of common shares than they are required to purchase in this offering. Short sales may be “covered short sales”, which are short positions in an amount not greater than the underwriters’ option to purchase additional common shares, or may be “naked short sales”, which are short positions in excess of that amount.

The underwriters may close out any covered short position either by exercising the option to purchase additional common shares, in whole or in part, or by purchasing common shares in the open market. In making this determination, the underwriters will consider, among other things, the price of the common shares available for purchase in the open market compared with the price at which they may purchase common shares through the option to purchase additional common shares. If, following the closing of this offering, the market price of the common shares decreases, the short position created by the over-allocation position in the common shares may be filled through purchases in the open market, creating upward pressure on the price of the common shares. If, following the closing of this offering, the market price of common shares increases, the over-allocation position in the common shares may be filled through the exercise of the option to purchase additional common shares.

The underwriters must close out any naked short position by purchasing common shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common shares in the open market that could adversely affect investors who purchase in this offering. Any naked short position would form part of the underwriters’ over-allocation position. A purchaser who acquires common shares forming part of the underwriters’ over-allocation position resulting from any covered short sales or naked short sales will acquire such common shares under this prospectus supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the option to purchase additional common shares or secondary market purchases.

Subscriptions will be received subject to rejection or allotment in whole or in part and the underwriters reserve the right to close the subscription books at any time without notice. It is expected that we will arrange for the instant deposit of the common shares by the underwriters under the book-based system of registration, to be registered to DTC and deposited with DTC on the closing date, or as otherwise may be agreed to with the underwriters. In the case of certain Canadian purchasers, we may alternatively arrange for the electronic deposit of the common shares distributed under this offering under the book-based system of registration, to be registered in the name of CDS or its nominee and deposited with CDS on the closing date. No certificates evidencing the common shares will be issued to purchasers of the common shares. Purchasers of the common shares will receive only a customer confirmation from the underwriter or other registered dealer from or through whom a beneficial interest in the common shares is purchased.

It is expected that delivery of the common shares will be made against payment therefor on or about November 4, 2025, which is the third business day following the anticipated pricing date of the offering (such settlement cycle being referred to as “T+3”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the common shares on any date prior to one business day before delivery will be required, by virtue of the fact that the common shares initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the common shares who wish to trade the common shares prior to their date of delivery hereunder should consult their own advisors.

Sales Outside the U.S. and Canada

No action has been taken in any jurisdiction (except in the U.S. and Canada) that would permit a public offering of our common shares, or the possession, circulation or distribution of this prospectus supplement or any other material relating to us or our common shares in any jurisdiction where action for that purpose is required. Accordingly, the common shares may not be offered or sold, directly or indirectly, and neither this prospectus supplement nor any other offering material or advertisements in connection with our common shares may be

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distributed or published, in or from any country or jurisdiction, except in compliance with any applicable rules and regulations of any such country or jurisdiction.

The underwriters may arrange to sell the common shares offered hereby in certain jurisdictions outside the U.S. and Canada, either directly or through affiliates, where it is permitted to do so.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of our common shares may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of our common shares may be made at any time under the following exemptions under the Prospectus Directive:

provided that no such offer of our common shares shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to our common shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and our common shares to be offered so as to enable an investor to decide to purchase our common shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended), including by Directive 2010/73/EU, and includes any relevant implementing measure in the Relevant Member State.

This European Economic Area selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

In the United Kingdom, this prospectus supplement is only addressed to and directed as qualified investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this prospectus supplement relates is available only to relevant persons and will only be engaged with relevant persons. Any person who is not a relevant person should not act or relay on this prospectus or any of its contents.

Dubai International Financial Centre

This prospectus supplement relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for the prospectus supplement. The common shares to which this prospectus supplement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the common shares offered should conduct their own due diligence on the common shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

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Hong Kong

The common shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the common shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to common shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Singapore

This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the common shares may not be circulated or distributed, nor may the common shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the common shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the common shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).

Where the common shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the common shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

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Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

Please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to our common shares constitutes either a “small number private placement” or a “small number private secondary distribution” (each as is described in Paragraph 4, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to our common shares. Our common shares may only be transferred en bloc without subdivision to a single investor.

Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission in relation to this offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the common shares may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the common shares without disclosure to investors under Chapter 6D of the Corporations Act.

The common shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under this offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring common shares must observe such Australian on-sale restrictions.

This prospectus supplement contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Switzerland

The common shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the common shares or this offering may be publicly distributed or otherwise made publicly available in Switzerland.

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Neither this document nor any other offering or marketing material relating to this offering, our company or the common shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of common shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of common shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of common shares.

Taiwan

The common shares have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate this offering and sale of the common shares in Taiwan.

United Arab Emirates

The common shares have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this prospectus does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority.

As of October 29, 2025, approximately US$   and C$  has been drawn under our revolving credit facility. Indebtedness under the credit facility is secured by certain of our assets, including a pledge of shares of certain of our subsidiaries. We are in compliance in all material respects with the terms and conditions of our credit facility and no breach thereunder has been waived under our credit agreement since execution. Except as disclosed in this prospectus supplement or the documents incorporated by reference herein, there has been no material change in our financial position since the execution of the credit facility. The decision to offer the common shares hereunder was made independently of the lenders and such lenders had no influence as to the determination of the terms of this offering. The terms and conditions of this offering were established through negotiations with the underwriters, without involvement of the lenders. The underwriters will derive no direct benefit from this offering other than their respective share of the underwriters’ fee.

In consideration of certain financial advisory services provided to us in connection with the acquisition (as defined below), RBC Dominion Securities Inc. will be entitled to receive, out of the underwriters’ fee, a work fee equal to 5.0% of the aggregate underwriters’ fee prior to payment of the remaining 95.0% of the underwriters’ fee to the underwriters.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to our assets, securities and/or instruments (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments. See “Plan of Distribution”.

This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not, and is not intended to be, nor should it be construed to be, legal or tax advice to any particular holder. Accordingly, prospective purchasers of the common shares should consult their own tax advisors with respect to their particular circumstances.

Currency Conversion

For purposes of the Tax Act, all amounts related to the acquisition, holding or disposition of common shares (including dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars. Amounts denominated in any other currency must be converted into Canadian dollars based on the exchange rate quoted by the Bank of Canada on the date such amounts arise or such other rate of exchange that is acceptable to the Minister of National Revenue (Canada).

Holders Resident in Canada

This section of the summary applies to a Holder who, at all relevant times, is, or is deemed to be, resident in Canada for the purposes of the Tax Act and any applicable tax treaty or convention (a “Resident Holder”). This portion of the summary is not applicable to a Resident Holder: (a) that is a “financial institution”, as defined in the Tax Act for purposes of the “mark-to-market rules” contained in the Tax Act; (b) an interest in which would be a “tax shelter investment” as defined in the Tax Act; (c) that is a “specified financial institution” as defined in the Tax Act; (d) that has elected to report its “Canadian tax results”, as defined in the Tax Act, in a currency other than Canadian currency; (e) that enters into a “derivative forward agreement” as defined in the Tax Act with respect to the common shares; or (f) that receives dividends on the common shares under or as part of a “dividend rental arrangement” (as defined in the Tax Act). Any such Resident Holder to which this summary does not apply should consult its own tax advisor.

Additional considerations, not discussed herein, may be applicable to a Resident Holder that is a corporation resident in Canada and is, or becomes, or does not deal at arm’s length for purposes of the Tax Act with a corporation resident in Canada that is or becomes, as part of a transaction or series of transactions or events that includes the acquisition of common shares, controlled by a non-resident person or group of persons not dealing at arm’s length with each other for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Resident Holders should consult their own tax advisors with respect to the consequences of acquiring common shares.

Certain Resident Holders whose common shares might not otherwise qualify as capital property may be entitled to make the irrevocable election provided by subsection 39(4) of the Tax Act to have the common shares and every other “Canadian security” (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years deemed to be capital property. Resident Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) of the Tax Act is available and/or advisable in their particular circumstances.

Dividends

A Resident Holder will be required to include in computing its income for a taxation year any taxable dividends received or deemed to be received on the common shares.

Such dividends received by a Resident Holder that is an individual (other than certain trusts) will be subject to the gross-up and dividend tax credit rules in the Tax Act normally applicable to dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit in respect of dividends designated by us as “eligible dividends”. There may be limitations on our ability to designate dividends as eligible dividends.

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A dividend received or deemed to be received by a Resident Holder that is a corporation must be included in computing its income but will generally be deductible in computing the corporation’s taxable income, subject to all of the rules and restrictions under the Tax Act in that regard. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Such Resident Holders should consult their own tax advisors.

A Resident Holder that is a “private corporation” (as defined in the Tax Act) or a “subject corporation” (as defined in the Tax Act), will generally be liable to pay a tax under Part IV of the Tax Act (refundable under certain circumstances) on dividends received (or deemed to be received) on the common shares to the extent such dividends are deductible in computing the Resident Holder’s taxable income for the year. A “subject corporation” is generally a corporation (other than a private corporation) controlled directly or indirectly by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts).

Dispositions

A disposition or a deemed disposition of a common share (except to us, other than a purchase by us in the open market, if we acquired the common share in the manner in which shares would normally be purchased by any member of the public in the open market) by a Resident Holder will generally result in the Resident Holder realizing a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the common share exceed (or are less than) the aggregate of the adjusted cost base to the Resident Holder thereof and any reasonable costs of disposition. The adjusted cost base to a Resident Holder of a common share will be determined by averaging the cost of that common share with the adjusted cost base (determined immediately before the acquisition of the common share) of all other common shares held as capital property at that time by the Resident Holder. Such capital gain (or capital loss) will be subject to the tax treatment described below under “Holders Resident in Canada—Taxation of Capital Gains and Capital Losses”.

Taxation of Capital Gains and Capital Losses

A Resident Holder will generally be required to include in computing its income for the taxation year of disposition, one-half of the amount of any capital gain (a “taxable capital gain”) realized in such year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder will be required to deduct one-half of the amount of any capital loss (an “allowable capital loss”) against taxable capital gains realized in the taxation year of disposition. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances specified in the Tax Act.

The amount of any capital loss realized on the disposition or deemed disposition of a common share by a Resident Holder that is a corporation may, in certain circumstances, be reduced by the amount of dividends received or deemed to have been received by it on such common shares to the extent and under the circumstances specified in the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns common shares or where a partnership or trust, of which a corporation is a member or a beneficiary, is a member of a partnership or a beneficiary of a trust that owns common shares. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Additional Refundable Tax

A Resident Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) or at anytime in the relevant taxation year a “substantive CCPC” (as defined in the Tax Act) may be liable to pay a tax (refundable under certain circumstances) on its “aggregate investment income” (as defined in the Tax Act) for the year, including taxable capital gains.

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Holders Not Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act: (i) is not, and is not deemed to be, resident in Canada; and (ii) does not use or hold, and is not deemed to use or hold, the common shares in connection with carrying on a business in Canada (a “Non-Resident Holder”). This summary does not apply to a Holder that carries on, or is deemed to carry on, an insurance business in Canada and elsewhere, or that is an “authorized foreign bank” (as defined in the Tax Act) and such Holders should consult their own tax advisors.

Dividends

Dividends paid or credited or deemed under the Tax Act to be paid or credited by us to a Non-Resident Holder on the common shares will be subject to Canadian withholding tax at the rate of 25%, subject to any reduction in the rate of withholding to which the Non-Resident Holder is entitled under any applicable income tax convention between Canada and the country in which the Non-Resident Holder is resident. For example, where a Non-Resident Holder is a resident of the U.S., is fully entitled to the benefits under the U.S.-Canada Treaty and is the beneficial owner of the dividend, the applicable rate of Canadian withholding tax is generally reduced to 15%.

Dispositions

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition or deemed disposition of a common share unless the common share is, or is deemed to be, “taxable Canadian property” of the Non-Resident Holder for the purposes of the Tax Act at the time of disposition and the Non-Resident Holder is not entitled to an exemption under an applicable income tax convention between Canada and the country in which the Non-Resident Holder is resident.

Generally, a common share will not constitute taxable Canadian property of a Non-Resident Holder provided that the common shares are listed on a “designated stock exchange” for the purposes of the Tax Act (which currently includes the TSX and NYSE) at the time of disposition, unless at any time during the 60 month period immediately preceding the disposition, (i) at least 25% of the issued shares of any class or series of our capital stock were owned by or belonged to one or any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s length for purposes of the Tax Act, and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships; and (ii) at such time, more than 50% of the fair market value of such shares was derived, directly or indirectly, from one or any combination of real or immovable property situated in Canada, “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in the Tax Act), or options in respect of, interests in, or for civil law rights in, such properties, whether or not such property exists. A common share may be deemed to be “taxable Canadian property” in certain other circumstances.

In cases where a Non-Resident Holder disposes (or is deemed to have disposed) of a common share that is taxable Canadian property of that Non-Resident Holder, and the Non-Resident Holder is not entitled to an exemption under an applicable income tax convention, the consequences described above under the headings “Holders Resident in Canada—Dispositions” and “Holders Resident in Canada—Taxation of Capital Gains and Capital Losses” will generally be applicable to such disposition. Such Non-Resident Holders should consult their own tax advisors.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the U.S. federal income tax considerations generally applicable to the ownership and disposition of our common shares acquired in this offering by U.S. Holders (as defined below).

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Unless otherwise noted, this summary addresses only U.S. Holders that hold our common shares as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment). This summary is based on the Code, U.S. Treasury regulations promulgated thereunder, the Canada-U.S. Tax Convention, judicial decisions, administrative pronouncements and other relevant authorities, all as in effect as of the date hereof and all of which are subject to change or differing interpretations (possibly with retroactive effect).

This summary does not address U.S. federal estate, gift or other non-income tax considerations, any alternative minimum tax, the Medicare tax on certain net investment income, or any state, local or non-U.S. tax considerations, relating to the ownership or disposition of our common shares, nor does it address all aspects of U.S. federal income taxation that may be relevant to a particular U.S. Holder in light of that U.S. Holder’s particular circumstances or that may be relevant to certain types of U.S. Holders subject to special treatment under U.S. federal income tax law, such as:

The information set forth below is of a general nature only and is not intended to be tax advice. Each prospective investor should consult its tax advisor with respect to the U.S. federal, state, local and non-U.S. income and other tax considerations relevant to the ownership and disposition of our common shares in light of its particular circumstances.

General

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our common shares that is, for U.S. federal income tax purposes:

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If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) owns our common shares, the U.S. federal income tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership (or other entity or arrangement). Partnerships (or other entities or arrangements) holding our common shares and their partners should consult their tax advisors regarding an investment in our common shares.

Distributions

Subject to the discussion below under “Passive Foreign Investment Company (“PFIC”) Considerations,” the gross amount of any distributions to a U.S. Holder on our common shares (including any Canadian taxes withheld therefrom) will generally be subject to tax as dividends to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, and will be includible in the gross income of such U.S. Holder on the day actually or constructively received. Such dividends will not be eligible for the dividends received deduction generally allowed to U.S. corporations under the Code. Distributions in excess of our current and accumulated earnings and profits are treated as a non-taxable return of capital to the extent of the U.S. Holder’s adjusted tax basis in our common shares and any remaining amount will generally be treated as capital gain. We do not intend to determine our earnings and profits in accordance with U.S. federal income tax principles. Therefore, U.S. Holders should expect that the full amount of any distribution we pay will be treated as a dividend for U.S. federal income tax purposes even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

An individual or other non-corporate U.S. Holder of our common shares may be eligible for reduced rates of taxation on dividends (i) received from a qualified foreign corporation if such qualified foreign corporation is neither a PFIC (as defined below) nor treated as such with respect to such U.S. Holder for the taxable year in which the dividend is paid or for the preceding taxable year, and (ii) provided that certain holding period and other requirements are met. A Canadian corporation that is not classified as a PFIC is generally treated as a qualified foreign corporation with respect to dividends paid on common shares if it is either eligible for benefits of the Canada-U.S. Tax Convention or such common shares are “readily tradable” on an “established securities market” in the U.S., such as the NYSE.

For U.S. foreign tax credit purposes, dividends received on our common shares will generally be treated as income from sources outside the U.S. and will generally constitute passive category income. A U.S. Holder that does not claim a foreign tax credit for any foreign taxes withheld may instead elect to deduct such taxes in computing its taxable income for U.S. federal income tax purposes. A U.S. Holder’s election to deduct foreign taxes instead of claiming foreign tax credits applies to all creditable foreign income taxes paid or accrued in the relevant taxable year. The rules regarding foreign tax credits and the deductibility of foreign taxes are complex and the application thereof depends in large part on the U.S. Holder’s individual facts and circumstances. All U.S. Holders should consult their tax advisors regarding the availability of foreign tax credits and the deductibility of foreign taxes in light of their particular circumstances.

Sale or Other Disposition of Our Common Shares

Subject to the discussion below under “Passive Foreign Investment Company (“PFIC”) Considerations,” a U.S. Holder will generally recognize gain or loss on the sale or other disposition of our common shares in an amount equal to the difference between the amount realized on the disposition and the U.S. Holder’s adjusted tax basis in our common shares. Any such gain or loss will generally be long-term capital gain or loss if the U.S. Holder’s holding period in our common shares exceeds one year at the time of disposition and will generally be

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U.S. source gain or loss for U.S. foreign tax credit purposes. Long-term capital gains of individuals and certain other non-corporate U.S. Holders are generally eligible for a reduced rate of taxation relative to the rate applicable to ordinary income. The deductibility of capital losses may be subject to limitations.

Any gain or loss on the sale or other disposition of our common shares will generally be treated as U.S. source income or loss for U.S. foreign tax credit purposes. Accordingly, U.S. Holders may not be able to claim a foreign tax credit for any foreign taxes imposed in connection with a disposition of our common shares in the absence of foreign source income from other sources. Any such U.S. Holder may instead elect to deduct such taxes in computing its taxable income for U.S. federal income tax purposes, but only for a year in which such U.S. Holder elects to do so for all foreign taxes paid or accrued during such year. The rules regarding foreign tax credits and the deductibility of foreign taxes are complex and the application thereof depends in large part on the U.S. Holder’s individual facts and circumstances.

U.S. Holders should consult their tax advisors regarding the tax consequences if a foreign tax is imposed on their disposition of our common shares, including with respect to the availability of the foreign tax credit or deduction in lieu thereof in light of their particular circumstances.

Passive Foreign Investment Company (“PFIC”) Considerations

The treatment of U.S. Holders of our common shares could be materially different from that described above if we are treated as a PFIC for U.S. federal income tax purposes. A non-U.S. corporation, such as the Corporation, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year in which either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income (the “asset test”).

Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. Passive assets are those which give rise to passive income and include assets held for investment, as well as cash, assets readily convertible into cash, and (subject to certain exceptions) working capital. Our goodwill and other unbooked intangibles are taken into account and may be classified as active or passive depending on the income such assets generate or are held to generate. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly, indirectly or constructively, 25% or more (by value) of its stock.

Based on an analysis of our income and the value of our assets, we believe that we were not a PFIC for the taxable year ended December 31, 2024 and do not expect to be classified as a PFIC for the current taxable year ending December 31, 2025, although our PFIC status for such period will not be determinable until after the close of the year and accordingly no assurances can be given that we will not become a PFIC for the current or any future year. The determination of whether we are or will become a PFIC is uncertain because it is a fact-intensive inquiry made on an annual basis that depends, in part, on the composition of our income and assets and the fair market value of our subsidiaries’ shares and assets. Fluctuations in the market price of our common shares may influence whether we are classified as a PFIC for the current or subsequent taxable years because the value of our assets for purposes of the asset test may be determined by reference to the market price of our common shares from time to time (which may be volatile). The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets. Under circumstances where our revenue from activities that produce passive income increases relative to our revenue from activities that produce non-passive income, or where we determine not to deploy cash for active purposes, our risk of being classified as a PFIC will increase.

If we are a PFIC for any taxable year during which a U.S. Holder holds our common shares, the U.S. Holder will be subject to special tax rules with respect to any “excess distribution” that the holder receives on our

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common shares and any gain the U.S. Holder recognizes from a sale or other disposition (including a pledge) of our common shares, unless the U.S. Holder makes a “mark-to-market” election as discussed below. Distributions received by a U.S. Holder on our common shares in a taxable year that are greater than 125% of the average annual distributions the U.S. Holder received in the three preceding taxable years or, if shorter, such U.S. Holder’s holding period for our common shares will be treated as an excess distribution. Under these special tax rules:

If we are a PFIC for any taxable year during which a U.S. Holder holds our common shares, we will continue to be treated as a PFIC with respect to such U.S. Holder’s common shares in future taxable years unless (i) we cease to be a PFIC and (ii) the U.S. Holder makes a “deemed sale” election under the PFIC rules. If a U.S. Holder makes a deemed sale election, the U.S. Holder will be deemed to have sold our common shares at their fair market value as of the last day of the last year for which we were a PFIC. Any gain from such deemed sale would be treated as an excess distribution subject to the excess distribution rules described above.

Alternatively, a U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock of a PFIC to elect out of the excess distribution tax treatment discussed in the second preceding paragraph. If a U.S. Holder makes a valid mark-to-market election for our common shares, the U.S. Holder will include in income each year an amount equal to the excess, if any, of the fair market value of our common shares as of the close of such U.S. Holder’s taxable year over such U.S. Holder’s adjusted basis in such common shares. The U.S. Holder is allowed a deduction for the excess, if any, of such U.S. Holder’s adjusted basis in our common shares over their fair market value as of the close of the taxable year. Deductions are allowable, however, only to the extent of any net mark-to-market gains on our common shares included in the U.S. Holder’s income for prior taxable years. Amounts included in the U.S. Holder’s income under a mark-to-market election, as well as gain on the actual sale or other disposition of our common shares, will be treated as ordinary income. Ordinary loss treatment also applies to the deductible portion of any mark-to-market loss on our common shares, as well as to any loss realized on the actual sale or disposition of our common shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included in income with respect to such common shares. The U.S. Holder’s basis in our common shares will be adjusted to reflect any such income or loss amounts. If a U.S. Holder makes such a mark-to-market election, then, in any taxable year for which we are a PFIC, tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us (except that the lower applicable capital gains rate for qualified dividend income would not apply). If a U.S. Holder makes a valid mark-to-market election, and we subsequently cease to be classified as a PFIC, such U.S. Holder will not be required to take into account the mark-to-market income or loss described above during any period that we are not classified as a PFIC.

The mark-to-market election is available only for “marketable stock” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market, as defined in applicable regulations. We expect that our common shares will continue to be listed on the NYSE, which is a qualified exchange for these purposes, and, consequently, assuming that our common shares are regularly traded, if a U.S. Holder holds our common shares, it is expected that the mark-to-market election would be available to such U.S. Holder were we to be or become a PFIC.

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In addition, because, as a technical matter, a mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any such lower-tier PFICs.

We do not intend to provide the information necessary for U.S. Holders to make qualified electing fund elections, which, if available, would result in tax treatment different from the general tax treatment for PFICs described above.

A U.S. Holder that owns our common shares during any taxable year that we are a PFIC must generally file an annual report (IRS Form 8621) regarding their ownership of such shares. U.S. Holders should consult their tax advisors concerning the U.S. federal income tax considerations with respect to holding and disposing of our common shares if we were, are, or become a PFIC, including the availability and possibility of making a mark-to-market election and the annual PFIC filing requirements, if any.

Backup Withholding and Disclosure with Respect to Foreign Financial Assets

In general, dividends paid to a U.S. Holder in respect of common shares and the proceeds received by a U.S. Holder from the sale, exchange or other disposition of common shares within the United States or through certain U.S.-related financial intermediaries will be subject to U.S. information reporting rules, unless a U.S. Holder is a corporation or other exempt recipient and properly establishes such exemption. Backup withholding may apply to such payments if a U.S. Holder does not establish, in the manner provided by law, an exemption from backup withholding, or fails to provide a correct taxpayer identification number or make any other required certifications.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

In addition, certain U.S. Holders are required to report information relating to an interest in the common shares, subject to certain exceptions (including an exception for common shares held in accounts maintained by certain financial institution), by attaching a completed IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their tax return for each year in which they hold an interest in the common shares. U.S. Holders are urged to consult their tax advisors regarding information reporting requirements relating to their ownership of the common shares.

THE PRECEDING SUMMARY OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS INTENDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE TAX ADVICE. U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX CONSIDERATIONS GENERALLY APPLICABLE TO THE OWNERSHIP AND DISPOSITION OF OUR COMMON SHARES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

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PRIOR SALES

All information provided in this section is provided as of October 27, 2025. Except as set out below, we have not sold or issued any common shares or securities convertible into common shares during the 12-month period before the date of this prospectus supplement.

Our auditor is Deloitte LLP, located at 360 Main Street, Suite 2300, Winnipeg, Manitoba R3C 3Z3. Deloitte LLP is independent with respect to the Corporation within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of Manitoba and within the meaning of the U.S. Securities Act, the applicable rules and regulations adopted thereunder by the SEC and the Public Company Accounting Oversight Board (United States).

The audited financial statements of JHCC as of and for the years ended December 31, 2024 and 2023, together with the notes hereto and the report of independent auditor thereon, which are included herein, have been audited by Forvis Mazars, LLP, as set forth in the independent auditor’s report thereon dated June 10, 2025. Forvis Mazars, LLP was the auditor of JHCC for the years ended December 31, 2024 and 2023, and throughout the period covered by the financial statements of JHCC included herein. Forvis Mazars, LLP was independent of JHCC within the meaning of the independence rules and standards of the American Institute of Certified Public Accountants.

FINANCIAL STATEMENTS

JHCC Holdings Parent, LLC and Subsidiaries

Interim Consolidated Financial Statements

Six Months Ended June 30, 2025 and 2024

F-1-1-1

F-1-1-2

See Notes to Interim Consolidated Financial Statements

F-1-1-4