Boyd Group - 40-F annual report 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Boyd Group Services Inc.

 

 

1745 Ellice Avenue, Unit C1

(Address and telephone number of Registrant’s principal executive offices)

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

 

Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”):

Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period covered by this annual report:

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒   No ☐

Regulation S-T

Yes ☒   No ☐

Rule 12b-2

Emerging growth company. ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Certain statements in this Annual Report on (this “”) and the exhibits attached hereto are forward-looking statements under the provisions of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “”), and forward-looking information within the meaning of applicable Canadian securities legislation (collectively, “”). Forward-looking statements are subject to risks, uncertainties and contingencies that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Investors are cautioned not to put undue reliance on forward-looking statements. Applicable risks and uncertainties include, but are not limited to, those identified in the section “Business Risks and Uncertainties” in the Annual Information Form (the “”) and Management’s Discussion and Analysis (the “) for the year ended December 31, 2025 of Boyd Group Services Inc. (“,” “,” “,” or the “”), attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Annual Report and incorporated herein by reference, and in other filings that we have made and may make with applicable securities authorities in the future. Please also see the section entitled “Caution Concerning Forward-Looking Statements” in each of the AIF and MD&A, attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Annual Report, in each case, incorporated by reference herein, for a discussion of forward-looking statements. Except as required by applicable law, we do not intend, and undertake no obligation, to update any forward-looking statements to reflect, in particular, new information or future events, or otherwise.

A. . Disclosure controls and procedures are designed to ensure that (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission (the “” or the “”) under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in the Company’s reports filed under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer (“”) and its Chief Financial Officer (“”), as appropriate, to allow for timely decisions regarding required disclosure.

At the end of the period covered by this report, an evaluation was carried out under the supervision of and with the participation of the Company’s management, including the CEO and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in and under the Exchange Act). The evaluation included documentation review, enquiries and other procedures considered

B. . This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the Commission for newly public companies.

C. . This Annual Report does not include an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the Commission for newly public companies.

D. . During the period covered by this Annual Report, no change occurred in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. See “Certification on Internal Control over Financial Reporting” in the MD&A.

The Company’s board of directors (the “”) has determined that it has at least one audit committee financial expert serving on its Audit Committee. The Board has determined that William Onuwa is an audit committee financial expert and is independent, as that term is defined by the Exchange Act and the New York Stock Exchange’s (“”) corporate governance standards applicable to the Company.

The Board has adopted a written code of business conduct and ethics (the “”), by which it and all officers and employees of the Company, including the Company’s principal executive officer, principal financial officer and principal accounting officer or controller, abide. There were no waivers granted in respect of the Code during the fiscal year ended December 31, 2025. The Code is posted on the Company’s website at https://boydgroup.com/sustainability/. If there is an amendment to the Code, or if a waiver of the Code is granted to any of Company’s principal executive officer, principal financial officer, principal accounting officer or controller,

PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT AND PROCEDURES

See the section Policies and Procedures” in our AIF, which section is incorporated by reference herein.

The Board has a separately designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act and satisfies the requirements of Exchange Act Company’s Audit Committee is comprised of William Onuwa (Chair), John Hartmann and Christine Feuell, all of whom, in the opinion of the Company’s Board, are independent (as determined under the Exchange Act and the rules of the NYSE) and are financially literate.

The NYSE Listed Company Manual generally requires that a listed company’s provide for a quorum for any meeting of the holders of the company’s common shares that is sufficiently high to ensure a representative vote. As a foreign private issuer, we have elected to comply with practices that are permitted under Canadian law in lieu of this NYSE requirement. Our provide that two persons (one of whom shall be, or shall be representing, a Canadian) present and holding or representing by proxy, in the aggregate, not less than 25% of the shares entitled to be voted at the meeting shall be a quorum.

This Annual Report is incorporated by reference into the Company’s Registration Statement on Form (File and

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to the securities in relation to which the obligation to file an annual report on arises; or transactions in said securities.

The Registrant has previously filed a in connection with the class of securities in relation to which the obligation to file this report arises.

Any change to the name or address of the agent for service of process of the registrant shall be communicated promptly to the Commission by an amendment to the referencing the file number of the Registrant.

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.