Company Announcements

All dollar amounts are in USD unless otherwise noted and changes in performance are relative to same period of 2024 unless otherwise noted

• Full-year 2025 (FY25) Adjusted EBITDA⁽¹⁾ of $463.5 million increased 2% driven by 4% growth in propane operations offset by a 4% decline in CNG Adjusted EBITDA
• Fourth quarter 2025 (Q4) Adjusted EBITDA⁽¹⁾ of $161.9 million increased 2% due to 6% growth in propane operations offset by a 13% decline in CNG
• FY25 Adjusted EBTDA per share⁽¹⁾ of $1.46 increased 15%; Q4 Adjusted EBTDA per share⁽¹⁾ of $0.55 increased 12%
• FY25 Free Cash Flow per share⁽¹⁾ of $0.87 increased 89% driven by strong operating performance coupled with lower capital expenditures and lower average shares outstanding; Q4 Free Cash Flow per share⁽¹⁾ of $0.37 increased by 23%
• Full-year 2026 Adjusted EBITDA⁽¹⁾ is expected to increase approximately 2% versus 2025 Adjusted EBITDA, due to continued growth in propane operations, offset by lower expected contribution from CNG’s wellsite business
• In FY25, the company repurchased 8% of its outstanding common shares; since November 2024, the company has repurchased 13% of its outstanding common shares

⁽¹⁾ Adjusted EBITDA, Adjusted EBTDA per share and Free Cash Flow per share are Non-GAAP Financial Measures. See “Non-GAAP Financial Measures and Ratios” section below.

TORONTO--(BUSINESS WIRE)--Feb. 19, 2026-- Superior Plus Corp. (“Superior” or “the company”) (TSX: SPB) today released its fourth quarter and year end results for the period ended December 31, 2025.

“Superior entered 2025 with an ambitious plan to transform our North American propane business, and the year brought both significant progress and important lessons,” said Allan MacDonald, President and Chief Executive Officer. “We modernized key parts of our operations and improved productivity, delivering more propane with a leaner cost structure. At the same time, as we rolled out substantial changes across our network, we created service pressure in some regions. That pressure was amplified by cold weather and a resulting surge in customer demand that continued into the first quarter of this year. Superior Delivers is working and the long-term benefits remain intact; however, we have extended the timeline needed to complete the full transformation. We are entering 2026 with clear priorities, a disciplined plan, and a commitment to providing the best customer experience while delivering sustainable results for shareholders.”

“In our CNG business, Certarus continued to execute effectively, expanding in industrial markets and data centers with continued improvements in operational efficiency and cost effectiveness. While pricing pressure in the wellsite segment offset these accomplishments and resulted in a modest decline in Adjusted EBITDA, those pressures are cyclical and we remain confident in the long-term trajectory of the business.”

Segmented Information

Note: Beginning in Q1 2025, the contribution from wholesale activities has been rolled into the U.S. and Canadian Propane segments to better reflect how the business operates.

⁽¹⁾ Adjusted EBITDA from operations, Corporate Operating Costs and Adjusted EBITDA are Non-GAAP Financial Measures. See “Non-GAAP Financial Measures and Ratios” section below.
⁽²⁾ Comparative figures have been restated to be consistent with Superior’s segment disclosure. See “Overview of Superior and Basis of Presentation” for more information about the change in segment reporting.

⁽¹⁾ Adjusted EBITDA from operations, Adjusted EBITDA, Adjusted EBTDA per share, Adjusted Net Earnings (loss) per share and Free Cash Flow per share are Non-GAAP Financial Measures. See “Non-GAAP Financial Measures and Ratios” section below.
⁽²⁾ The basic weighted average number of outstanding shares for the three months and year ended December 31, 2025, was 221.7 million and 227.1 million (three months and year ended December 31, 2024, was 245.2 million and 247.7 million). The preferred share dividends are deducted from the numerator in this calculation.
⁽³⁾ The diluted weighted average number of outstanding shares for the three months and year ended December 31, 2025, was 251.7 million and 257.1 million (three months and year ended December 31, 2024, was 275.2 million and 277.7 million). The diluted weighted average number of shares assumes the exchange of the issued and outstanding preferred shares into common shares. There were no other dilutive instruments for the three months, and year ended December 31, 2025, and 2024.

Updated 2026 Expectations

• Superior is expecting Adjusted EBITDA⁽¹⁾ growth in 2026 of approximately 2% compared to 2025 Adjusted EBITDA⁽¹⁾ of $463.5 million. See below for key assumptions underlying this forecast:

(1) Adjusted EBITDA, Capital Expenditures and Corporate Operating Costs are Non-GAAP Financial Measures. Leverage Ratio is a Non-GAAP ratio. See “Non-GAAP Financial Measures and Ratios” section below.
(2) Assumes stable commodity pricing through 2026.

• The company continues to expect Superior Delivers to result in incremental Adjusted EBITDA of at least $75 million, however the full benefit is now expected to be realized in 2028 versus the previous expectation of 2027
• Superior now expects a compound annual growth rate in Adjusted EBITDA of approximately 2% from 2024 to 2027, replacing the company’s previous estimate of 8% over the same period. Superior expects free cash flow to grow at a compound annual growth rate of 20-25%¹ from 2024 to 2027, compared with the previous estimate of 40%. The reduction in expected growth is due to a downturn in Certarus’ wellsite business and an extended timeline to transform the propane business which is expected to impact customer growth. As a result, these revised growth estimates replace in their entirety the 2027 financial targets and three-year growth rate estimates disclosed in the company’s news release dated on April 2, 2025
• Additional key assumptions for the above forward-looking information can be found under the “Financial Outlook” section in Superior’s 2025 Fourth Quarter MD&A
  
  ⁽¹⁾ When describing Free Cash Flow growth over a multi-year period, the calculation includes changes in working capital to best reflect the actual capital needs of the business over this timeframe. When reporting Free Cash Flow on a quarterly and annual basis, the calculation excludes changes in working capital to eliminate short-term fluctuations and better reflect underlying Free Cash Flow generation of the business in that period.

Propane Distribution Results and Superior Delivers (changes in performance are relative to the same period of 2024)

• FY25 Adjusted EBITDA⁽¹⁾ across propane operations increased $13.7 million, or 4%, driven by increased volumes and contributions from Superior Delivers
• Q4 Adjusted EBITDA⁽¹⁾ across propane operations increased $7.5 million, or 6%, driven by increased volumes and contributions from Superior Delivers
• Superior Delivers contributed $16.2 million to Adjusted EBITDA⁽¹⁾ in FY25 and $11.2 million in Q4, slightly above the recently revised guidance
• Within the Customer Growth pillar of Superior Delivers, the company introduced new market assessment tools to enable highly targeted customer acquisition
• Through the Cost-to-Serve pillar, the scheduling optimization tool continues to evolve and is expected to contribute to EBITDA growth in 2026

CNG Results (changes in performance are relative to the same period in 2024)

• FY25 Adjusted EBITDA⁽¹⁾ decreased by 4% to $142.5 million. Q4 Adjusted EBITDA⁽¹⁾ decreased 13% to $34.3 million due to the impact of lower prices in the wellsite business partly offset by increased operating efficiencies
• FY25 volumes of 31,329,000 MMBtu were up 7%, setting a new volume record for Certarus. Q4 volumes of 8,203,000 MMBtu increased 12% despite the activity downturn in CNG’s largest end market, reflecting resilience in wellsite market share coupled with growth in the industrial and renewable segments
• For FY25 and Q4, Certarus delivered a 6% and 10% reduction, respectively, in operating costs per MMBtu as an ongoing focus on operational excellence continues to drive efficiencies
• In FY25, Certarus secured two new data center contracts, and successfully launched a new hub in Florida to facilitate further growth in the industrial segment
• Certarus continues to exercise capital discipline and drive free cash flow with 2025 capex down by nearly $50 million, or 50%, while EBITDA declined by $5.7 million, or 4%

Common Share Repurchases

• For the year ended December 31, 2025, Superior repurchased 8% of the outstanding common shares, or 19.6 million shares, for C$141.2 million at a volume weighted average cost of approximately C$7.20 per common share
• From November 2024 until the date of this release, the company has repurchased approximately 32 million shares or 13% of its outstanding common shares for approximately C$225 million
• On November 19, 2025, a normal course issuer bid (NCIB) commenced and will terminate on November 18, 2026, or the date on which Superior has purchased the maximum number of its common shares permitted under the NCIB
• As at December 31, 2025, Superior has 218.8 million common shares issued and outstanding compared to 238.4 million on December 31, 2024
• During 2026, the company expects to continue repurchasing shares over the near term. However, the company may transition from share repurchases to debt repayment to increase financial flexibility to redeem its $260 million preferred shares which may become redeemable at par in mid-2027

Corporate Governance

• Following the departure of Michael Horowitz from Brookfield and his resignation from Superior’s board of directors effective today, Superior is pleased to welcome Chris Folan who joins Superior’s board as Brookfield’s nominee under the terms of their investment. Mr. Folan, a consultant engaged by Brookfield, spent 30 years as an Investment Banker with CIBC Capital Markets, retiring in 2025 after a career advising senior management teams and boards on complex strategic, M&A, and financing transactions. He most recently served as Managing Director in Calgary, previously leading CIBC’s energy practices in London, and held previous positions in Toronto and Singapore

Quarterly Dividend

• Superior is declaring a quarterly common share dividend of C$0.045 per share, payable to shareholders of record as of March 31, 2026. The common share dividend will be payable on April 15, 2026

Debt, Leverage and the Preferred Shares Outstanding

• The company’s Q4 2025 leverage of 4.0x was down slightly compared with 4.1x at Q4 2024 due to higher Adjusted EBITDA and, to a lesser extent, lower net debt balances. Consistent with its revised outlook, including the extended timeline for the propane transformation, the company now expects to achieve a leverage ratio of approximately 3.8x by the end of 2026 and 3.5x by the end of 2027, assuming a transition from share repurchases to debt reduction during 2026
• If the company were to redeem its preferred shares using incremental debt, its 2027 targeted leverage ratio would increase by approximately 0.5x
• While leverage of 4.0x is manageable given the stable and free-cash-flow-generative nature of the propane business, Superior remains committed to ultimately de-lever to 3.0x in order to maximize long term financial flexibility and to facilitate future growth

⁽¹⁾ Adjusted EBITDA and Leverage Ratio are Non-GAAP Financial Measures. See “Non-GAAP Financial Measures and Ratios” section below

MD&A and Financial Statements

Superior’s MD&A and the unaudited condensed Consolidated Financial Statements as at and for the quarter and year ended December 31, 2025, provide a detailed explanation of Superior’s operating results. These documents are available online on Superior’s website at Superior Plus Financial Reports and on Superior’s profile at SEDAR+.

2025 Fourth Quarter Conference Call

A conference call and webcast to discuss the 2025 fourth quarter and year-end financial results will be held at 8:30 AM EDT on Friday, February 20, 2025. To register as a participant, please use the following link: Register Here. The webcast will be available for replay on Superior's website at: https://www.superiorplus.com/ under the Events section.

About Superior Plus

Superior is a leading North American distributor of propane, compressed natural gas, renewable energy and related products and services, servicing approximately 750,000 customer locations in the U.S. and Canada. Through its primary businesses, propane distribution and CNG, RNG and hydrogen distribution, Superior safely delivers low carbon¹ fuels to residential, commercial, utility, agricultural and industrial customers not connected to a pipeline. By displacing more carbon intensive fuels, Superior is a leader in the energy transition and helping customers lower operating costs and improve environmental performance.

¹Superior defines ‘low carbon’ and ‘lower carbon’ fuels as those with a lower carbon intensity than fossil fuels that may be utilized in the same application (e.g. diesel, gasoline).

Forward-Looking Information

This news release contains information or statements that are or may be “forward-looking statements” within the meaning of applicable Canadian securities laws. When used in this presentation, the words “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “forecast”, “project”, “intend”, “target”, “potential”, “continue” or the negative of these terms or terminology of a similar nature as they relate to Superior or an affiliate/subsidiary of Superior are intended to identify forward-looking statements. Forward-looking statements in this news release include, without limitation, information and statements relating to: Superior’s future financial position, the anticipated initiatives, impact of, and our ability to successfully execute on the Superior Delivers transformation, expected 2026 Adjusted EBITDA growth, expected Adjusted EBITDA growth from 2024 to 2027, expected 2026 Adjusted EBITDA of $50 million attributable to Superior Delivers initiatives in 2026 and $75+ million by 2028, expected allocation of capital to share repurchases in 2026, anticipated free cash-flow growth from 2024 to 2027, expected Leverage Ratio at the end of 2026 and 2027 and the estimated impact on leverage related to a potential redemption of Superior’s $260 million preferred shares in 2027.

Forward-looking information is provided to provide information about management’s expectations and plans for the future and may not be appropriate for other purposes. Forward-looking information herein is based on various assumptions, and expectations that Superior believes are reasonable in the circumstances, including the assumptions referenced in this press release as well as assumptions about our ability to execute on the goals and targets of the Superior Delivers transformation, including $40 million in Adjusted EBITDA growth from cost-to-serve improvements, $30 million in Adjusted EBITDA growth from customer growth initiatives; and $5 million in Adjusted EBITDA growth from the company’s wholesale business activities, in each case, from 2025 to 2028; foreign exchange rates; competition; expected average weather; interest rates remaining flat with the current level; expected renewal of its NCIB in 2025; number and average acquisition price of common shares repurchased; management’s estimates and expectations in relation to future economic and business conditions and the resulting impact on growth and accretion in various financial metrics; the absence of significant undisclosed costs or liabilities associated with acquisitions; and other assumptions disclosed in Superior’s 2025 Q4 MD&A available at SEDAR+ at www.sedarplus.ca and on Superior’s website at http://www.superiorplus.com/investor-relations/financial-reports/. No assurance can be given that these assumptions and expectations will prove correct. Those assumptions and expectations are based on information currently available to Superior, including information obtained from third-party industry analysts and other third-party sources, and the historic performance of Superior’s businesses and businesses it has acquired. Superior cautions that the assumptions used to prepare such forward-looking information, including estimated financial guidance, could prove to be incorrect or inaccurate.

The forward-looking information is also subject to the risks and uncertainties set forth below. By its very nature, forward-looking information involves numerous assumptions, risks and uncertainties, both general and specific. Should one or more of these risks and uncertainties materialize or should underlying assumptions prove incorrect, as many important factors are beyond our control, Superior’s actual performance and financial results may vary materially from those estimates and expectations contemplated, expressed or implied in the forward-looking information. These risks and uncertainties include the success and of, and timing to achieve, the initiatives being pursued pursuant to the Superior Delivers program, ongoing capital requirements of the businesses, weather differing materially from the five year average weather, market conditions, demand and competition for CNG in jurisdictions where CNG operates, economic activity in the oil and gas sector, commodity prices, risks relating to incorrect assessments of value when making acquisitions, failure to realize expected cost-savings and synergies from acquisitions, increases in debt service charges, the loss of key personnel, fluctuations in foreign currency and exchange rates, fluctuations in commodity prices, increasing rates of inflation, inadequate insurance coverage, liability for cash taxes, counterparty risk, compliance with environmental laws and regulations, reduced customer demand, operational risks involving our facilities and equipment, force majeure, labour relations matters, our ability to access external sources of debt and equity capital, and the risks identified in (i) our 2024 Annual MD&A under the heading “Risk Factors” and (ii) Superior’s most recent Annual Information Form. The preceding list of assumptions, risks and uncertainties is not exhaustive.

When relying on our forward-looking information to make decisions with respect to Superior, investors and others should carefully consider the preceding factors, other uncertainties and potential events. Any forward-looking information is provided as of the date of this document and, except as required by law, Superior does not undertake to update or revise such information to reflect new information, subsequent or otherwise. For the reasons set forth above, investors should not place undue reliance on forward-looking information.

The estimates and targets regarding Superior’s future financial performance, including, but not limited to, estimated target of incremental Adjusted EBITDA of $75+ million from the Superior Delivers transformation by 2028, are provided herein to assist readers in understanding Superior’s estimated and targeted financial results, and such information may not be appropriate for other purposes. Superior and its management believe that such information has been prepared based on assumptions that are reasonable in the circumstances, reflecting management’s best estimates and judgements, and represents, to the best of management’s knowledge and opinion, Superior’s estimated and targeted financial results. However, because this information is highly subjective, it should not be relied on as necessarily indicative of future results.

Non-GAAP Financial Measures and Ratios

Throughout this news release, Superior has identified specific terms, including ratios, that it uses that are not standardized measures under International Financial Reporting Standards (“Non-GAAP Financial Measures”) and therefore may not be comparable to similar financial measures disclosed by other issuers. Information to reconcile these Non-GAAP Financial Measures to the most directly comparable financial measures in Superior’s condensed consolidated financial statements as at and for the three months and year ended December 31, 2025 (“Q4 2025 Financial Statements”) is provided below. Certain additional disclosures for these Non-GAAP Financial Measures, including an explanation of the composition of these financial measures, how they provide helpful information to an investor, and any additional purposes management uses for them, are incorporated by reference from the “Non-GAAP Financial Measures and Reconciliations” section in Superior’s 2025 Fourth Quarter MD&A dated February 19, 2026, available on www.sedarplus.com.

Adjusted EBITDA is consistent with the Segment profit (loss) disclosed in Note 26 Reportable Segment Information of the Financial Statements. Adjusted EBITDA from operations is the sum of U.S. Propane, Canadian Propane, and CNG Segment profit (loss). Adjusted EBITDA per share is calculated by dividing Adjusted EBITDA by the weighted average outstanding shares assuming the exchange of the issued and outstanding preferred shares into common shares.

Adjusted EBTDA is calculated as Adjusted EBITDA less interest on borrowings and interest on lease liability. Adjusted EBTDA per share is calculated by dividing Adjusted EBTDA by the weighted average outstanding shares assuming the exchange of the issued and outstanding preferred shares into common shares.

Corporate Operating Costs are defined as Corporate Segment profit (loss) disclosed in Note 26 Reportable Segment Information of the condensed consolidated financial statements for the year ended December 31, 2025.

Capital Expenditures are inclusive of purchases of property, plant and equipment and intangible assets and lease additions.

Leverage Ratio is determined by dividing Superior’s Net Debt ($1,848.4 million) by its Adjusted EBITDA ($463.5 million), both components are Non-GAAP Financial Measures.

Free Cash Flow per share for Q4 2025 is calculated as Segment Profit (Loss) ($161.9 million) less interest expense ($23.5 million), taxes paid ($5.5 million), capital expenditures ($44.1 million), transaction, restructuring and other costs ($2.7 million) and the preferred share dividend paid in the period ($4.8 million). Free Cash Flow per share is calculated by dividing Free Cash Flow by the weighted average common outstanding shares. This calculation excludes changes in non-cash operating working capital and other, which can fluctuate meaningfully and from quarter to quarter and can therefore detract from the purpose of the metric which is to demonstrate the performance from the underlying operations.

Adjusted Net Earnings for Q4 2025 is calculated as segment profit for the period ($161.9 million) and adjusting for depreciation and amortization ($63.2 million), current taxes ($12.4 million), gain (loss) on disposal ($2.9 million), finance expense ($24.6 million) and the preferred share dividend paid in the period ($4.8 million). Adjusted Net Earnings per share is calculated by dividing Adjusted Net Earnings by the weighted average common shares outstanding.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260219737235/en/

Superior Plus Corp.
Website: www.superiorplus.com
E-mail: investor-relations@superiorplus.com
Toll-Free: 1-866-490-PLUS (7587)

Chris Lichtenheldt, Vice President, Investor Relations
Tel: (905) 285-4988

Carolyn Skinner, Senior Manager, Corporate Communications
Tel: (416) 428-9186

Source: Superior Plus