BRP Inc. 6-K Filing

From the Filing

0001193125-25-325425.txt : 20251219 0001193125-25-325425.hdr.sgml : 20251219 20251218210256 ACCESSION NUMBER: 0001193125-25-325425 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20251218 FILED AS OF DATE: 20251219 DATE AS OF CHANGE: 20251218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRP Inc. CENTRAL INDEX KEY: 0001748797 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS TRANSPORTATION EQUIPMENT [3790] ORGANIZATION NAME: 04 Manufacturing EIN: 000000000 STATE OF INCORPORATION: A8 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38648 FILM NUMBER: 251584781 BUSINESS ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: 726 SAINT-JOSEPH STREET CITY: VALCOURT NON US STATE TERRITORY: QUEBEC, CANADA PROVINCE COUNTRY: A8 BUSINESS PHONE: 450-532-2211 MAIL ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: 726 SAINT-JOSEPH STREET CITY: VALCOURT NON US STATE TERRITORY: QUEBEC, CANADA PROVINCE COUNTRY: A8 6-K 1 d88037d6k.htm 6-K 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of December, 2025 Commission File Number: 001-38648 BRP INC. (Translation of registrant’s name into English) 726 Saint-Joseph Street Valcourt, Quebec, Canada (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ☐ Form 40-F ☒ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐ On December 18, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Bain Capital Integral Investors II, L.P. (the “Selling Shareholder”), and RBC Dominion Securities Inc. in connection with the sale of 1,850,000 shares of subordinate voting shares of the Company by the Selling Shareholder. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is a summary of the material terms of such agreement and does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement. EXHIBIT INDEX Exhibit 1.1 to this report of a Foreign Private Issuer on Form 6-K is deemed filed for all purposes under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Exhibit No. Description 1.1 Underwriting Agreement, dated December 18, 2025, by and among BRP Inc., RBC Dominion Securities Inc., and Bain Capital Integral Investors II, L.P. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BRP Inc. By: /s/ Martin Langelier               Name: Martin Langelier Title: Chief Legal Officer and Corporate Services Date: December 18, 2025 EX-1.1 2 d88037dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 McT Draft December 18, 2025 UNDERWRITING AGREEMENT December 18, 2025 BRP Inc. 726, rue Saint-Joseph Valcourt, Québec Canada J0E 2L0 - and - Bain Capital Integral Investors II, L.P. 200 Clarendon Street Boston, MA 02116 Ladies and Gentlemen: RBC Dominion Securities Inc., as sole underwriter (the “ Underwriter ”), understands that Bain Capital Integral Investors II, L.P. (“ Bain ” or the “ Selling Shareholder ”) proposes to sell to the Underwriter an aggregate of 1,850,000 subordinate voting shares (the “ Securities ”) of BRP Inc. (the “ Comp