Management's Discussion & Analysis

OVERVIEW

Boyd Group Services Inc. ("BGSI"), through its operating company, The Boyd Group Inc. and its subsidiaries ("Boyd" or the "Company"), is one of the largest operators of non-franchised collision repair centers in North America in terms of number of locations and sales. The Company currently operates locations in Canada under the trade name Boyd Autobody & Glass and Assured Automotive, as well as in the U.S. under the trade name Gerber Collision & Glass. The Company is 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. In addition, the Company operates a third party administrator, Gerber National Claims Services ("GNCS"), that offers glass, emergency roadside and first notice of loss services. The Company also operates Mobile Auto Solutions ("MAS") in the U.S. and Volta Auto Diagnostics Ltd. ("Volta") in Canada that offer scanning and calibration services. The following is a geographic breakdown of the collision repair locations by trade name and location as at May 12, 2026.

1,315 locations
BOYD AUTOBODY & GLASS	46 locations	gerber COLLISION & GLASS	1,181 locations	GLASS-AMERICA
Alberta	16	Florida (+37)*	123	Colorado 22
British Columbia	13	Texas (+54)*	98	Virginia (+11)* 22
Manitoba	13	Michigan (+1)*	78	Maryland (+6)* 21
Saskatchewan	4	Illinois (+4)*	71	Arkansas (+14)* 17
		Alabama (+44)*	60	Minnesota 16
Assured	88 locations	Georgia (+17)*	59	Nevada (+1)* 16
		California	53	Pennsylvania 15
		North Carolina (+12)*	51	Kentucky (+8)* 14
Ontario (+1)*	83	New York	41	Hawaii 11
Nova Scotia	5	Wisconsin (+1)*	39	Kansas 11
		Indiana (+1)*	38	Oregon 11
		Washington	38	Mississippi (+10)* 10
		Oklahoma (+9)*	37	Iowa 7
		Louisiana (+9)*	36	Utah 5
		South Carolina (+15)*	36	Nebraska 4
		Ohio (+2)*	36	West Virginia (+2)* 2
		Tennessee (+9)*	31	Idaho 1
		Arizona	26	New Jersey 1
		Missouri (+4)*	24
The above numbers include 34 intake locations.		The above numbers include five intake locations and two fleet locations co-located with collision repair centers.

Locations added in 2026 and up to May 12, 2026

Boyd provides collision repair and glass services to insurance companies, individual vehicle owners, as well as fleet and lease customers, with a high percentage of the Company's revenue being derived from insurance-paid collision repair services.

BGSI's shares trade on the Toronto Stock Exchange and New York Stock Exchange under the symbols TSX: BYD.TO and NYSE: BGSI, respectively.

The following review of BGSI's operating and financial results for the period ended March 31, 2026, including material transactions and events of BGSI up to and including May 12, 2026, should be read in conjunction with the unaudited interim condensed consolidated financial statements for the three months ended March 31, 2026, as well as the annual audited consolidated financial statements, management discussion & analysis ("MD&A") and annual information form ("AIF") of BGSI, as filed on SEDAR+ at www.sedarplus.com, and EDGAR at www.sec.gov.

SIGNIFICANT EVENTS

On January 7, 2026, BGSI announced that regulatory requirements regarding the Joe Hudson's Collision Center ("Joe Hudson's") acquisition had been satisfied and as a result, the Company announced the closing of the acquisition on January 9, 2026, expanding the Company's footprint by 258 collision locations across the U.S. Southeast.

On March 17, 2026, the BGSI Board of Directors declared a cash dividend for the first quarter of 2026 of C$0.156 per common share. The dividend was paid on April 28, 2026 to common shareholders of record at the close of business on March 31, 2026.

On April 22, 2026, BGSI announced the appointment of Steve Hoeft as Chief Operating Officer for Boyd Group's U.S. Collision business and appointment of Zach Balthrop as Chief Commercial Officer for the Boyd Group. Cameron Dickson, who previously held the role of Chief Operating Officer at Joe Hudson's prior to the acquisition by Boyd, has taken over the role of Senior Vice President of Boyd's South Division.

In addition to the Joe Hudson's acquisition, the Company completed and opened the following number of collision repair acquisitions and start-up locations during the periods listed:

Location	Number of locations added through acquisition	Number of start-ups	Total
January 1, 2026 to March 31, 2026	3	8	11
April 1, 2026 to May 12, 2026	—	3	3
Total	3	11	14

OUTLOOK

Industry conditions continued to improve in the first quarter of 2026. Based on first quarter claims processing platform data, the Company estimates that repairable claims volume declined in the range of 0-2% during the quarter, which is now back in-line with Boyd's long-term growth framework.

The Company's long-term growth framework contemplates average same-store sales growth of 3–5%, supported by continued incremental market share gains driven by ongoing consolidation within the highly fragmented collision repair industry, strong performance with insurance clients, and disciplined operational execution. The framework also assumes 3–4% annual growth in average total cost of repair and approximately 1% growth in miles driven, partially offset by an approximate 2% decline in repairable claims due to the impact of collision avoidance systems. While growth in average total cost of repair has remained below historical averages in recent periods, management believes a return toward target levels over time is supported by the continued normalization of key industry drivers, including rising used vehicle values and increasing vehicle complexity.

The normalization in repairable claims has continued to positively benefit our business early in the second quarter, with same-store sales in April approaching the low end of our long-term range. Boyd continues to expect same-store sales growth to be complemented by new location growth. In the second quarter of 2026, the Company expects to open five start-up locations with 17 additional start-up locations to be added through year-end.

In the long-term, management remains confident in its business model and its ability to enhance its industry position by expanding its presence in North America through strategic acquisitions alongside organic growth from Boyd’s existing operations. The Company expects to generate 3% to 5% in average annual growth from same-store sales growth and an additional 5% to 7% in average annual growth through the addition of new locations over the long-term. Through more than 30 years of disciplined execution, Boyd now operates over 1,300 locations across North America, and with the acquisition of Joe Hudson’s, Boyd has solidified the Company’s position as the second largest independent collision repair operator. Despite this success, Boyd’s market share remains modest in a highly fragmented industry of approximately 30,000 repair locations. This fragmentation provides significant consolidation and scale-driven efficiency opportunities for Boyd over the long-term.

BUSINESS ENVIRONMENT & STRATEGY

As at May 12, 2026, the business environment of the Company and strategies adopted by management remain unchanged from those described in BGSI’s 2025 annual MD&A.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

Statements made in this Management’s Discussion & Analysis (“MD&A”), other than those concerning historical financial information, may be “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws of the U.S. and Canada, respectively (collectively, “forward-looking statements”) and therefore subject to various risks and uncertainties. Some forward-looking statements may, without limitation, be identified by words such as “may”, “will”, “could”, “should”, “would”, “likely”, “suspect”, “outlook”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “plan”, “forecast”, “objective”, “seek”, “aim”, “continue”, “goal”, “restore”, “embark”, “expect”, “target” and “endeavour” or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on such statements, as actual results may differ materially from those expressed or implied in such statements.

Forward-looking statements are subject to significant risks and are based on certain assumptions and analyses made by Boyd concerning its experience and perception of historical trends, currently available information, expected future developments and other factors it believes are appropriate.

Although the Company believes the expectations, plans, intentions, and strategies reflected in these forward-looking statements and the assumptions upon which they are based are reasonable, these statements relate to future events or the Company’s future financial performance, and involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control. If one or more of these risks or uncertainties occur, or if the Company’s underlying assumptions prove to be incorrect, actual results may vary significantly from those expressed or implied in such forward-looking statements. No forward-looking statement is a guarantee of future results and they should not be unduly relied upon. A number of factors could cause actual results, performance or achievement to differ materially from those discussed or implied in the forward-looking statements, including but not limited to those described under the headings “Business Risks and Uncertainties” of BGSI’s Annual Information Form dated March 17, 2026 for the year ended December 31, 2025 and this MD&A. Forward-looking statements, assumptions and risks factors in this MD&A include, but are not limited to:

Forward-looking Information	Key Assumptions	Most Relevant Risk Factors
In the long-term, management remains confident in its business model and its ability to enhance its industry position by expanding its presence in North America through strategic acquisitions alongside organic growth from Boyd’s existing operations.	Re-emergence of stability in economic conditions	Economic conditions deteriorate
	Stability in employment rates	Loss of one or more key customers or loss of significant volume from any customer
	New and existing customer relationships are expected to provide acceptable levels of revenue opportunities	Decline in the number of insurance claims
	The Company’s customer and supplier relationships provide it with competitive advantages to increase sales over time	Inability of the Company to pass cost increases to customers over time
	Sales share growth will more than offset systemic changes in the industry and environment	Increased competition which may prevent achievement of revenue goals
	Anticipated operating results of new locations will be accretive to overall Company results	Changes in market conditions and operating environment
		Changes in weather conditions
		Inability to maintain, replace or grow technician capacity could impact organic growth

Forward-looking Information	Key Assumptions	Most Relevant Risk Factors
The Company expects to generate 3% to 5% in average annual growth from same-store sales growth and an additional 5% to 7% in average annual growth through the addition of new locations over the long-term.

In the second quarter of 2026, the Company expects to open five start up locations with 17 additional start-up locations to be added through year-end. | New location opportunities continue to be available and are at acceptable and accretive prices

Financing options continue to be available at reasonable rates and on acceptable terms and conditions

New and existing customer relationships are expected to provide acceptable levels of revenue opportunities

Anticipated operating results of new locations will be accretive to overall Company results

Initiatives to increase production capacity are successful

Project 360 is successful

Technology is leveraged to optimize mix decisions

Material spend is optimized

Store operating model is optimized to drive leverage as volume scales

Tariff impacts are offset by client pricing increases | Acquisition market conditions change and repair shop owner demographic trends change

Credit and refinancing conditions prevent or restrict the ability of the Company to continue growth strategies

Changes in market conditions and operating environment

Significant decline in the number of insurance claims

Integration of new stores is not accomplished as planned

Increased competition which prevents achievement of acquisition and revenue goals

Initiatives to increase production capacity take longer than expected or are not successful

Insurance premium inflation and overall economic uncertainty continue to impact claims volumes

Anticipated cost savings take longer than expected or are not fully realized

Client pricing is not adjusted to reflect tariff impacts |
| The Company’s long-term growth framework contemplates average same-store sales growth of 3–5%, supported by continued incremental market share gains driven by ongoing consolidation within the highly fragmented collision repair industry, strong performance with insurance clients, and disciplined operational execution. The framework also assumes 3–4% annual growth in average total cost of repair and approximately 1% growth in miles driven, partially offset by an approximate 2% decline in repairable claims due to the impact of collision avoidance systems. While growth in average total cost of repair has remained below historical averages in recent periods, management believes a return toward target levels over time is supported by the continued normalization of key industry drivers, including rising used vehicle values and increasing vehicle complexity. | Normalization of key industry drivers, including increased used vehicle pricing and increasing vehicle complexity | Repairable claims decline more rapidly or significantly than anticipated

Miles driven do not increase as anticipated

Used vehicle pricing does not increase or does not increase as rapidly or significantly as anticipated

Increasing vehicle complexity does not result in an increase in total cost of repair |

Forward-looking Information	Key Assumptions	Most Relevant Risk Factors
The Company remains committed to returning to an Adjusted EBITDA margin of 14%, supported by Project 360 and the realization of synergies on the Joe Hudson’s acquisition. Project 360 is expected to result in $100 million in annual recurring cost savings and the synergies on the Joe Hudson’s acquisition are expected to result in $40 million in incremental cost savings. These savings are being managed and disclosed as a single, integrated cost initiative totalling approximately $140 million from 2025 to 2029. During 2025, approximately $40 million of savings were realized, with an additional $20 million realized in the first quarter of 2026. An additional $30 million is expected to be realized in 2026 and the remaining $50 million is expected to be realized between 2027 and 2029.	The project is completed according to the estimated timeline
Cost savings initiatives have been appropriately identified
Adequate time and resources are dedicated to achieving cost savings objectives
Initiatives to increase production capacity are successful
Technology is leveraged to optimize mix decisions
Material spend is optimized
Store operating model is optimized to drive leverage as volume scales	Cost savings realized differ from amounts originally anticipated
Timeframe for cost savings differs from original timeline
Initiatives to increase production capacity take longer than expected or are not successful
Anticipated cost savings take longer than expected or are not fully realized
Project 360 and the one-time costs to realize synergies on the Joe Hudson’s acquisition are expected to total in the $50-53 million range. The integration and cost to achieve synergies on the Joe Hudson’s Collision Center acquisition are estimated to also require approximately $30 million in capital expenditures, with the majority of these costs being incurred during 2026.	The actual cost for these expenditures agrees with the original estimate
The project and realization of synergies are completed according to the estimated timeline
No other new requirements are identified or required during the period
All identified costs are required during the period	BGSI may identify additional expenditure needs that were not originally anticipated
BGSI may identify expenditure needs that were originally anticipated; however, are no longer required or required on a different timeline
Stated objective to gradually increase dividends over time.	Growing profitability of the Company and its subsidiaries
The continued and increasing ability of the Company to generate cash available for dividends
Balance sheet strength and flexibility is maintained and the dividend level is manageable taking into consideration bank covenants, growth requirements and maintaining a dividend level that is supportable over time	BGSI is dependent upon the operating results of the Company
Economic conditions deteriorate
Changes in weather conditions
Decline in the number of insurance claims
Loss of one or more key customers or loss of significant volume from any customer
Changes in government regulation
During 2026, the Company plans to make cash capital expenditures, excluding those related to network technology upgrades and acquisition and development of new locations, within the range of 1.6% and 1.8% of sales. In addition to these capital expenditures, the Company plans to invest in network technology upgrades to further strengthen our technology and security infrastructure and prepare for advanced technology needs in the future.	The actual cost for these capital expenditures agrees with the original estimate
The purchase, delivery and installation of the capital items is consistent with the estimated timeline
No other new capital requirements are identified or required during the period
All identified capital requirements are required during the period	Actual expenditures could be above or below 1.6% to 1.8% of sales
The timing of the expenditures could occur on a different timeline
BGSI may identify additional capital expenditure needs that were not originally anticipated
BGSI may identify capital expenditure needs that were originally anticipated; however, are no longer required or required on a different timeline

Forward-looking Information	Key Assumptions	Most Relevant Risk Factors
New locations that were not in operation for the full comparative period will contribute meaningfully as their sales mature over the next two to three year period.	Re-emergence of stability in economic conditions and employment rates
New and existing customer relationships are expected to provide acceptable levels of revenue opportunities
The Company’s customer and supplier relationships provide it with competitive advantages to increase sales over time	Economic conditions deteriorate
Loss of one or more key customers or loss of significant volume from any customer
Decline in the number of insurance claims
Increased competition which may prevent achievement of revenue goals
Changes in market conditions and operating environment
Inability to maintain, replace or grow technician capacity

Forward-looking statements are based on management’s current plans, estimates, projections, beliefs and opinions as of the date of this MD&A, and other than as required by applicable securities laws, the Company does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs or opinions change.

Readers are cautioned that the foregoing table is not exhaustive. Readers should refer to the “Business Risks and Uncertainties” section of BGSI’s Annual Information Form dated March 17, 2026 for the year ended December 31, 2025, the “Business Risks and Uncertainties” and other sections of this MD&A and our other periodic filings with Canadian and U.S. securities regulatory authorities. All forward-looking statements presented herein should be considered in conjunction with such filings. All forward-looking statements contained herein are expressly qualified by the foregoing “Caution Concerning Forward-Looking Statements”.

NON-GAAP FINANCIAL MEASURES AND RATIOS

EBITDA, ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) should not be considered an alternative to net earnings in measuring the performance of BGSI, nor should it be used as an exclusive measure of cash flow. Readers are cautioned that EBITDA, Adjusted EBITDA and Adjusted EBITDA margin as reported by BGSI may not be comparable in all instances to EBITDA as reported by other companies.

EBITDA represents an indication of the Company’s 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. EBITDA comprises sales less operating expenses before finance costs, capital asset amortization and impairment charges, and income taxes.

Adjusted EBITDA is calculated to exclude items of an unusual nature that do not reflect normal or ongoing operations of BGSI 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 initiative expenses and fair value adjustments to contingent consideration and financial instruments which do not have a cash impact. 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 execute transformational plans. Acquisition and transformational costs include transaction costs in acquiring and integrating a business acquisition and other costs related to the execution of Project 360. From time to time BGSI may make other adjustments to its Adjusted EBITDA for items that are not expected to recur. Management believes that in addition to net earnings and cash flows, Adjusted EBITDA is useful to readers to provide 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.

Adjusted EBITDA margin is a measure of operating profit that can be used to assess Boyd's operational performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by total sales.

The following is a reconciliation of BGSI's net earnings to EBITDA and Adjusted EBITDA:

ADJUSTED EBITDA

(thousands of U.S. dollars)	Three months ended March 31,
	2026	2025
Net loss	$ (7,926)	$ (2,637)
Add:
Finance costs	30,075	17,832
Income tax recovery	(666)	(290)
Depreciation of property, plant and equipment	26,666	20,847
Depreciation of right of use assets	42,021	31,615
Amortization of intangible assets	12,425	6,680
EBITDA	$ 102,595	$ 74,047
Add (deduct):
Fair value adjustments	(1,280)	1
Acquisition and transformational cost initiatives	21,070	6,497
Adjusted EBITDA	$ 122,385	$ 80,545
Sales	$ 996,676	$ 778,323
Adjusted EBITDA margin (%)	12.3%	10.3%

ADJUSTED NET EARNINGS AND ADJUSTED NET EARNINGS PER SHARE

Adjusted net earnings means net earnings adjusted to add back fair value adjustments (net of tax) and acquisition and transformational cost initiatives (net of tax). Commencing in the fourth quarter of 2025, and on a go-forward basis, the calculation of Adjusted net earnings also excludes amortization of intangibles arising on acquisitions. Amortization of intangible assets arising on acquisition is the result of the purchase price allocation on completion of an acquisition. There are no future capital expenditures associated with maintaining or replacing these intangible assets. Comparative periods have been restated to reflect this additional adjustment. BGSI believes 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 of the Company. This can assist these 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 the weighted average number of shares for the applicable period.

The following is a reconciliation of BGSI's net earnings to Adjusted net earnings:

(thousands of U.S. dollars, except share and per share amounts)	Three months ended March 31,
	2026	2025
Net loss	$ (7,926)	$ (2,637)
Add (deduct):
Fair value adjustments (net of tax)	(947)	1
Acquisition and transformational cost initiatives (net of tax)	16,627	4,808
Amortization of intangibles arising on acquisitions (net of tax)	8,305	4,402
Adjusted net earnings (1)	$ 16,059	$ 6,574
Weighted average number of shares	27,829,990	21,467,582
Adjusted net earnings per share (1)	$ 0.58	$ 0.31

(1) Comparative figures have been restated to conform with current period presentation

SAME-STORE SALES

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 sales. The following is a reconciliation of BGSI's sales to same-store sales:

(thousands of U.S. dollars)	Three months ended March 31,
	2026	2025
Sales	$ 996,676	$ 778,323
Less:
Sales from locations not in the comparative period	(203,863)	(539)
Sales from under-performing facilities closed during the period	—	(862)
Foreign exchange	(2,932)	—
Same-store sales (excluding foreign exchange)	$ 789,881	$ 776,922

Dividends

BGSI declared dividends of C$0.156 per share in the first quarter of 2026 (2025 - C$0.153).

Dividends to shareholders of BGSI were declared and paid as follows:

(thousands of U.S. dollars)
Record date	Payment date	Dividend amount
March 31, 2026	April 28, 2026	$ 3,165
(thousands of U.S. dollars)
---	---	---
Record date	Payment date	Dividend amount
March 31, 2025	April 28, 2025	$ 2,287

RESULTS OF OPERATIONS

| Results of Operations
(thousands of U.S. dollars, except per share amounts) | | | |
| --- | --- | --- | --- |
| | Three months ended March 31, | | |
| | 2026 | % change | 2025 |
| Sales - Total | 996,676 | 28.1 | 778,323 |
| Same-store sales - Total (excluding foreign exchange) (1) | 789,881 | 1.7 | 776,922 |
| Gross margin % | 46.5 | 0.6 | 46.2 |
| Operating expense % | 34.2 | (4.5) | 35.8 |
| Adjusted EBITDA margin (1)% | 12.3 | 19.4 | 10.3 |
| Adjusted EBITDA (1) | 122,385 | 51.9 | 80,545 |
| Acquisition and transformational cost initiatives | 21,070 | 224.3 | 6,497 |
| Depreciation and amortization | 81,112 | 37.1 | 59,142 |
| Fair value adjustments | (1,280) | N/A | 1 |
| Finance costs | 30,075 | 68.7 | 17,832 |
| Income tax recovery | (666) | 129.7 | (290) |
| Adjusted net earnings (1)(2) | 16,059 | 144.3 | 6,574 |
| Adjusted net earnings per share (1)(2) | 0.58 | 87.1 | 0.31 |
| Net loss | (7,926) | N/A | (2,637) |
| Basic and diluted loss per share | (0.28) | N/A | (0.12) |
| (1) As defined in the non-GAAP financial measures and ratios section of the MD&A.
(2) Comparative figures have been restated to conform with current period presentation | | | |

Joe Hudson's Collision Center and Project 360

The Company remains committed to returning to an Adjusted EBITDA margin of 14%, supported by Project 360 and the realization of synergies from the Joe Hudson's acquisition. On January 9, 2026, the Company closed the acquisition of Joe Hudson's Collision Center. The acquisition added 258 locations across the US Southeast region, increasing Boyd's North American location footprint by 25%. This expanded scale, combined with enhanced regional density, is expected to support improved profitability through meaningful cost synergies across the combined company. The combined synergies and saving associated with the Project 360 transformation initiative are expected to be $140 million from 2025 to 2029. During 2025, approximately $40 million of savings were realized, with an additional $20 million realized in the first quarter of 2026. An additional $30 million is expected in 2026 and the remaining $50 million to be realized between 2027 and 2029.

Boyd has made solid progress with the integration of Joe Hudson's during the first quarter and the beginning of second quarter of 2026 with conversion of all locations to the Company's information technology platforms and branding. Project 360 along with the integration and cost to achieve synergies on the Joe Hudson's acquisition were estimated to require approximately $50-53 million in operating costs and $30 million in capital expenditures. To date, approximately $26.5 million in operating costs and approximately $2.6 million in capital expenditures have been recorded on the integration and transformation project.

1st Quarter Comparison - Three months ended March 31, 2026 vs. 2025

Sales

Sales totaled $996.7 million for the three months ended March 31, 2026, an increase of $218.4 million or 28.1% when compared to the same period of 2025. The increase in sales was the result of the following:

$203.3 million of incremental sales were generated from 339 new locations that were not in operation for the full comparative period. Joe Hudson’s 258 stores contributed $168.0 million in sales since the completion of the acquisition on January 9, 2026.
Same-store sales¹ excluding foreign exchange increased $13.0 million or 1.7%. Sales were negatively impacted by unusual winter storm activity in the U.S. South by an estimated 90 basis points, adjusting for this impact, same-store sales would have been 2.6%. Sales decreased by $2.9 million due to the translation of same-store sales at a lower Canadian dollar exchange rate. The Company continued to outperform the industry on volume, driven by strong performance with insurance clients, although the average total cost of repair remained flat on a year-over-year basis, which limited the level of same-store sales growth that could be achieved. Based on first quarter claims processing platform data, the Company estimates that repairable claims volume was down in the range of 0-2%. While growth in average total cost of repair has remained below historical averages in recent periods, management believes a return toward target levels over time is supported by the continued normalization of key industry drivers, including rising used vehicle values, increasing vehicle complexity and inflation on wages and cost of parts. The first quarter of 2026 recognized the same number of selling and production days when compared to the same period of the prior year.
Sales were affected by the closure of under-performing facilities which decreased sales by $0.9 million.

Same-store sales are calculated by including sales for locations and businesses that have been in operation for the full comparative period.

Gross Profit

Gross Profit was $463.7 million or 46.5% of sales for the three months ended March 31, 2026, compared to $359.3 million or 46.2% of sales for the same period of 2025. Gross profit increased $104.4 million primarily as a result of incremental sales attributable to location growth and increased same-store sales. Gross profit was also positively impacted by Project 360 savings and synergies associated with the acquisition of Joe Hudson’s. Gross margin benefitted from increased parts and paint margins from Project 360 and Joe Hudson’s synergy realization, partially offset by a lower mix of higher margin glass sales and variability in performance based pricing. The gross margin percentage is also impacted by the lower gross margin percentage in the Joe Hudson’s business. To date, the Company has not experienced any material impact as a result of tariffs.

Operating Expenses

Operating Expenses for the three months ended March 31, 2026 increased $62.6 million to $341.3 million from $278.7 million for the same period of 2025. The increase in operating expenses was primarily the result of location growth related to the addition of Joe Hudson’s stores during the quarter. Closed locations lowered operating expenses by $0.7 million.

Operating expenses as a percentage of sales were 34.2% for the three months ended March 31, 2026, which compared to 35.8% for the same period of 2025. Operating expenses as a percentage of sales was positively impacted by Project 360, the transformational cost initiative launched during the fourth quarter of 2024. Boyd continued to make solid progress on the Project 360 cost transformation plan during the first quarter, which includes the continued realization of cost savings from the implementation of the indirect staffing model. The decrease as a percentage of sales was also supported by the mitigating effect of same-store sales growth which partially offset typical cost increases. A lower operating expense ratio in new stores, driven by the Joe Hudson’s acquisition, positively contributed to results.

¹ As defined in the non-GAAP financial measures and ratios section of the MD&A

Acquisition and Transformational Cost Initiatives

Acquisition and Transformational Cost Initiatives for the three months ended March 31, 2026 were $21.1 million compared to $6.5 million recorded for the same period of 2025. Acquisition costs relate to various acquisitions, including acquisitions from prior periods, as well as other completed or potential acquisitions. The acquisition costs for this year of $12.4 million (2025 - $1.0 million) include $11.4 million (2025 - $nil) related to the Joe Hudson’s acquisition. The expenses related to the transformational cost initiatives of $8.7 million (2025 - $5.5 million) include costs associated with Project 360 as well as costs incurred to realize synergies on the Joe Hudson’s acquisition.

Adjusted EBITDA

Earnings before interest, income taxes, depreciation and amortization, as well as fair value adjustments and acquisition and transformational cost initiatives (“Adjusted EBITDA”)² for the three months ended March 31, 2026 totaled $122.4 million or 12.3% of sales compared to Adjusted EBITDA of $80.5 million or 10.3% of sales in the same period of the prior year. The $41.8 million increase in Adjusted EBITDA is primarily the result of new stores added through the acquisition of Joe Hudson’s, as well as improvements in gross margin, and the impact of Project 360 that resulted in significant cost savings.

Adjusted EBITDA as a percentage of sales benefitted from increased gross margin and decreased operating expenses as a percentage of sales as a result of Project 360 and Joe Hudson’s synergy realization of approximately $20 million in the quarter. Additionally, the inclusion of Joe Hudson’s higher-margin profile contributed a 30-basis-point expansion to the overall Adjusted EBITDA margin.

Depreciation and Amortization

Depreciation related to property, plant and equipment totaled $26.7 million or 2.7% of sales for the three months ended March 31, 2026, an increase of $5.8 million when compared to the $20.8 million or 2.7% of sales recorded in the same period of the prior year. The increase in depreciation expense was primarily due to location growth primarily driven by the Joe Hudson’s acquisition.

Depreciation related to right of use assets totaled $42.0 million, or 4.2% of sales for the three months ended March 31, 2026, as compared to $31.6 million or 4.1% of sales for the same period of the prior year. The increase in depreciation expense was primarily due to growth in locations, driven mostly by the acquisition of Joe Hudson’s.

Amortization of intangible assets for the three months ended March 31, 2026 totaled $12.4 million or 1.2% of sales, compared to the $6.7 million or 0.9% of sales expensed for the same period of the prior year. The increase in amortization is primarily the result of the addition of intangibles related to the Joe Hudson’s acquisition.

Finance Costs

Finance Costs of $30.1 million or 3.0% of sales for the three months ended March 31, 2026 increased from $17.8 million or 2.3% of sales for the same period of the prior year. The increase in finance costs was due primarily to interest incurred on the senior unsecured notes and increased interest on lease liabilities both as a result of the Joe Hudson’s transaction, partially offset by a decrease in interest on the revolving credit facility, primarily driven by lower principal balances and decreased rates.

² As defined in the non-GAAP financial measures and ratios section of the MD&A.

Income Taxes

Current and Deferred Income Tax Recovery of $0.7 million for the three months ended March 31, 2026 compared to $0.3 million for the same period of the prior year. Income tax expense is impacted by permanent differences arising on non-deductible expenses, including executive compensation and certain acquisition costs related to the Joe Hudson’s transaction, which impacts the tax computed on accounting income.

Net (Loss) Earnings and (Loss) Earnings Per Share

Net Loss for the three months ended March 31, 2026 was $7.9 million or (0.8)% of sales compared to net loss of $2.6 million or (0.3)% of sales in the same period of the prior year. The net loss amount in 2026 was impacted by acquisition and transformational cost initiatives of $16.6 million (net of tax). Adjusted net earnings³ for the first quarter of 2026 was $16.1 million, or 1.6% of sales. This compares to Adjusted net earnings of $6.6 million or 0.8% of sales in the same period of 2025. Net earnings and Adjusted net earnings for the period benefited from higher Adjusted EBITDA. Net earnings and Adjusted net earnings were negatively impacted by increased depreciation expense and increased finance costs, additionally net earnings was impacted by increased amortization of intangible assets. The increase in depreciation and amortization expenses were primarily driven by location growth including Joe Hudson’s. The increase in finance costs was primarily driven by the acquisition of Joe Hudson’s, which increased interest expense related to the senior unsecured notes as well as lease liabilities.

Basic and Diluted Loss Per Share was $0.28 per share for the three months ended March 31, 2026 compared to $0.12 for the first quarter of 2025. Adjusted net earnings per share was $0.58 compared to $0.31 for the first quarter of 2025.

| Summary of Quarterly Results
(in thousands of U.S. dollars, except per share amounts) | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2026 Q1 | 2025 Q4 | 2025 Q3 | 2025 Q2 | 2025 Q1 | 2024 Q4 | 2024 Q3 | 2024 Q2 | |
| Sales | $ 996,676 | $ 793,854 | $ 790,210 | $ 780,407 | $ 778,323 | $ 752,339 | $ 752,293 | $ 779,163 | |
| Adjusted EBITDA (1) | $ 122,385 | $ 103,609 | $ 98,366 | $ 93,786 | $ 80,545 | $ 83,408 | $ 80,128 | $ 89,576 | |
| Net (loss) earnings | $ (7,926) | $ 4,790 | $ 10,845 | $ 5,422 | $ (2,637) | $ 2,442 | $ 2,895 | $ 10,826 | |
| Basic and diluted (loss) earnings per share | $ (0.28) | $ 0.19 | $ 0.51 | $ 0.25 | $ (0.12) | $ 0.11 | $ 0.13 | $ 0.50 | |
| Adjusted net earnings (1)(2) | $ 16,059 | $ 22,773 | $ 17,824 | $ 15,267 | $ 6,574 | $ 10,822 | $ 7,580 | $ 16,313 | |
| Adjusted net earnings per share (1)(2) | $ 0.58 | $ 0.90 | $ 0.83 | $ 0.71 | $ 0.31 | $ 0.50 | $ 0.35 | $ 0.76 | |
| (1) As defined in the non-GAAP financial measures and ratios section of the MD&A. | | | | | | | | | |
| (2) Comparative figures have been restated to conform with current period presentation | | | | | | | | | |

LIQUIDITY AND CAPITAL RESOURCES

Cash flow from operations, together with cash on hand and undrawn credit on existing facilities are expected to be sufficient to meet operating requirements, capital expenditures and dividends. At March 31, 2026, BGSI had cash totaling $54.5 million (December 31, 2025 - $1,228.6 million). The net working capital ratio (current assets divided by current liabilities) was 0.60:1 at March 31, 2026 (December 31, 2025 - 3.14:1).

At March 31, 2026, BGSI had total debt outstanding, net of cash, of $2,004.8 million compared to $488.1 million at December 31, 2025, $1,281.9 million at September 30, 2025, $1,241.5 million at June 30, 2025 and $1,252.6 million at March 31, 2025. Debt, net of cash, increased when compared to the prior quarter primarily as a result of acquisition activity and other investments in the business. During the fourth quarter of 2025, the Company closed a debt offering of C$525

³ As defined in the non-GAAP financial measures and ratios section of the MD&A.

million senior unsecured notes and initial public equity offering of $897 million in the United States. The net proceeds of these offerings were used to fund the acquisition of Joe Hudson’s Collision Center on January 9, 2026.

| Total debt, net of cash
(thousands of U.S. dollars) | | | | | |
| --- | --- | --- | --- | --- | --- |
| | March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 |
| Revolving credit facility & swing line
(net of financing costs) | $ 297,875 | $ 224,491 | $ 253,764 | $ 387,931 | $ 376,885 |
| Term Loan A (net of financing costs) | 124,948 | 124,933 | 124,920 | 124,904 | 124,895 |
| Senior unsecured notes | 567,789 | 577,143 | 196,512 | — | — |
| Seller notes (1) | 9,853 | 11,359 | 10,174 | 7,677 | 9,904 |
| Total debt before lease liabilities | $ 1,000,465 | $ 937,926 | $ 585,370 | $ 520,512 | $ 511,684 |
| Cash | 54,479 | 1,228,614 | 64,320 | 14,685 | 1,286 |
| Total (cash, net of debt) debt, net of cash
before lease liabilities | $ 945,986 | $ (290,688) | $ 521,050 | $ 505,827 | $ 510,398 |
| Lease liabilities | 1,058,782 | 778,807 | 760,888 | 735,645 | 742,217 |
| Total debt, net of cash | $ 2,004,768 | $ 488,119 | $ 1,281,938 | $ 1,241,472 | $ 1,252,615 |
| (1) Seller notes are loans granted to the Company by the sellers of businesses related to the acquisition of those businesses. | | | | | |

Operating Activities

Cash flow generated from operations, before considering working capital changes, was $101.9 million for the three months ended March 31, 2026 compared to $72.9 million in the same period of 2025.

In the first quarter of 2026, changes in working capital items provided net cash of $22.8 million compared with using net cash of $2.7 million in the same period of 2025. Changes in accounts receivable, inventory, prepaid expenses, income taxes, accounts payable and accrued liabilities are significantly influenced by timing of collections and expenditures.

Financing Activities

Cash provided by financing activities totaled $1.8 million for the three months ended March 31, 2026 compared to cash used in financing activities of $44.6 million during the same period of the prior year. During the first quarter of 2026, cash was provided by draws of the revolving credit facility and swing line in the amount of $184.2 million, primarily to fund acquisition and new location growth activity including Joe Hudson’s, offset by cash used to repay draws and debt associated with seller notes in the amount of $111.9 million, to fund interest costs on long-term debt of $6.7 million and interest on senior unsecured notes of $8.1 million. Cash used by financing activities also included $37.2 million in repayments of lease liabilities, $16.1 million to fund interest costs on lease liabilities and to pay dividends of $3.2 million. Cash was also provided by the interest received from the proceeds of debt and equity offerings amounting to $0.7 million.

During the first quarter of 2025, cash was provided by draws of the revolving credit facility and swing line, primarily to fund acquisition and new location growth activity, in the amount of $98.5 million, offset by cash used to repay draws as well as long-term debt associated with seller notes in the amount of $94.1 million and cash used to fund interest costs on long-term debt of $7.0 million. Cash used by financing activities included $28.6 million used to repay lease liabilities and cash used to fund interest costs on lease liabilities of $11.0 million. Cash was also used to pay dividends totaling $2.3 million.

Debt Financing

The Company maintains a credit agreement which consists of revolving credit and swing line facilities aggregating $675.0 million with an accordion feature which can increase the facilities to a maximum of $1,075.0 million (the "Facilities"). During 2025, the Company amended its credit agreement to increase the capacity of the Facilities and extend the maturity to August 2030. The Facilities are accompanied by a fixed-rate Term Loan A maturing in March 2027, in the amount of $125.0 million at an interest rate of 3.455%.

The Facilities are with a syndicate of Canadian and U.S. banks and are secured by the shares and assets of the Company as well as guarantees by BGSI and subsidiaries, while the Term Loan A is with one of the syndicated banks. The interest rate for draws on the Facilities are based on a pricing grid of BGSI's ratio of total funded debt to EBITDA as determined under the credit agreement. The Company can draw on the Facilities in either the U.S. or in Canada, in either U.S. or Canadian dollars. The Company 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. The Company has the ability to choose the base interest rate between Prime, Canadian Overnight Repo Rate Average ("CORRA"), U.S. Prime or Secured Overnight Financing Rate ("SOFR") at the Company's election. The total syndicated Facilities include a swing line up to a maximum of $10.0 million for the Canadian borrower and $30.0 million for the U.S. borrower. As at March 31, 2026, the Company has drawn $260.0 million (December 31, 2025 - $226.0 million U.S.) and the Canadian borrower had drawn $39.3 million (December 31, 2025 - $nil) on the Facilities, $125.0 million (December 31, 2025 - $125.0 million) on the Term Loan A, and $nil (December 31, 2025 - $nil) on the swing line.

The Company is subject to certain financial covenants which must be maintained to avoid acceleration of the termination of the credit agreement. The financial covenants require BGSI to maintain a senior funded debt to EBITDA ratio of no greater than 3.50 and an interest coverage ratio of not less than 2.75. For four quarters following a material acquisition, the senior funded debt to EBITDA ratio may be increased to less than 4.00. For purposes of covenant calculations, property lease payments are deducted from EBITDA, and EBITDA is further adjusted to reflect permitted transaction-related costs, proforma annualized acquisition results and anticipated synergies.

The Company supplements its debt financing by negotiating with sellers in certain acquisitions to provide financing to the Company in the form of term notes. The notes payable to sellers are typically at favorable interest rates and for terms of one to 15 years. This source of financing is another means of supporting BGSI's growth, at a relatively low cost. During the three months ended March 31, 2026, no seller notes agreement were entered into (year ended December 31, 2025 - five seller notes for an aggregate amount of $7.5 million).

Senior Unsecured Notes

The Company has two outstanding senior unsecured notes. On September 4, 2025, the Company issued C$275.0 million in notes due 2033 (the "2033 Notes") at an annual interest rate of 5.75%. On November 6, 2025, the Company issued C$525.0 million in notes due 2030 (the "2030 Notes") at an annual interest rate of 5.5%. For both issuances, interest is payable semi-annually in arrears.

Through the use of cross-currency swaps, the Company has effectively converted the 2033 Notes into a fixed U.S. dollar obligation with an effective interest rate of 6.9% and the 2030 Notes into a fixed U.S. dollar obligation with an effective interest rate of 6.4%.

The 2033 Notes and the 2030 Notes contain redemption options, which were recognized as an embedded derivative asset, and valued at fair value through profit and loss. A fair market value gain of $617 was recognized in the statement of earnings during the period ended March 31, 2026 related to the redemption options.

Shareholders' Capital

During the first quarter of 2021, the Company instituted a stock option plan for senior management, which was approved by shareholders on May 12, 2021. The Company's stock option plan allows for the granting of options up to an amount of 250,000 Common shares under this plan. Each tranche of the options vests equally over two, three, four and five year periods. The term of an option shall be determined and approved by the People, Culture and Compensation Committee; provided that the term shall be no longer than ten years from the grant date.

The information on the outstanding options is as follows:

	2026		2025
	Number	Weighted average exercise price (C$)	Number	Weighted average exercise price (C$)
Balance at the beginning of period	85,587	$ 217.61	67,762	$ 219.84
Granted during the period	35,385	194.28	29,380	211.27
Forfeited during the period	(547)	231.12	(1,805)	222.62
Exercised during the period	(98)	187.49	(866)	190.69
Balance at the end of period	120,327	$ 210.71	94,471	$ 217.39
Exercisable at the end of the period	33,771	$ 208.10	19,253	$ 198.30

The weighted average grant date fair value of stock options granted during the three months ended March 31, 2026 was $59.45 per option (2025 - $69.51). The fair value of each option granted was determined using a Black-Scholes option pricing model. The option valuation was based on the following assumptions:

	2026	2025
Risk-free interest rate	2.83%	2.84%
Expected life (years)	5.5	5.5
Expected stock price volatility	27.93%	30.73%
Expected dividend yield	0.267%	0.259%

Investing Activities

Cash used in investing activities totaled $1,319.7 million for the three months ended March 31, 2026. This compares to cash used in investing activities of $44.3 million used in the same period of the prior year. The increase was primarily driven by the acquisition of Joe Hudson's on January 9, 2026. During the three months ended March 31, 2026, the Company completed sale leaseback transactions for proceeds of $17.2 million. This compares to proceeds of $9.2 million for the three months ended March 31, 2025. The remainder of the investing activity in both periods related primarily to the development of businesses which consisted of property, plant and equipment additions.

Acquisitions and Development of Businesses

On January 9, 2026, the Company completed the acquisition of Joe Hudson’s Collision Center. Joe Hudson’s is a leading multi-site collision repair operator in the United States, adding 258 locations across the US Southeast region.

In addition to the Joe Hudson’s acquisition, the Company completed and opened the following number of collision repair acquisitions and start-up locations during the periods listed:

	Number of locations added through acquisition	Number of start-ups	Total
January 1, 2026 to March 31, 2026	3	8	11
April 1, 2026 to May 12, 2026	—	3	3
Total	3	11	14

In addition to Boyd’s established single shop pipeline, Boyd will continue to be a strategic buyer of complementary scaled MSO acquisitions at the right economics. The Company is seeing a continuation of the 2025 trend, with an increasing number of small regional MSOs entering the market as attractive acquisition targets.

The Company added four locations through acquisition and eight start-up locations, for a total of 12 new locations from the beginning of 2025 until the prior year first quarter reporting date of May 13, 2025.

Included as part of cash used for acquisition and development of business were costs related to the acquisition of businesses, as well as the development of businesses which consisted primarily of property, plant and equipment additions to bring new locations up to the Company’s standard of quality and also includes development of brownfield and greenfield start-up locations that have not yet opened.

Start-ups

Start-up collision repair facilities include brownfield locations, which are existing buildings converted to Boyd’s use. In some cases this would include opening in a building that was previously a collision repair facility. The Company will also develop greenfield locations which consist of Boyd’s prototype building from the ground up. In both cases, Boyd ensures the location is favorable and zoned appropriately to be able to operate upon completion of development. Depending on a variety of factors including zoning, permitting, supply chain and availability of trades, the development of a start-up facility can take between 10 and 24 months, with greenfields generally taking longer than brownfields.

The Company believes that start-up facilities offer a number of advantages and as a result plans to continue increasing the proportion of growth using this approach. This approach provides another option to grow in geographies that are new and growing and also allows Boyd to design and develop a facility that has a preferred footprint and flow. Being able to accommodate Boyd’s future needs in terms of glass and calibration services is another benefit. These facilities are also attractive from a customer and employee perspective. Having the capability to grow through start-ups at a higher pace gives the Company optionality to invest in a way that continues to provide accretive returns when multi-shop or single location acquisition opportunities are not ideal. While the pipeline continues to grow, the Company currently has following start-up facilities in development and scheduled to open over the next twelve months:

	Number of start-up locations currently in development
April 1, 2026 to June 30, 2026	5
July 1, 2026 to September 30, 2026	6
October 1, 2026 to December 31, 2026	11
January 1, 2027 to March 31, 2027	5
Total	27

Start-up facilities, whether brownfield or greenfield, have a longer ramp-up period when compared to the Company's historical single shop acquisitions. It generally takes longer for sales to build up to steady state levels in start-up locations. Whereas with single store acquisitions, it takes on average between 12-24 months to add the necessary employees and DRP relationships to drive sales to projected levels, for start-ups it can take between 24-36 months from the time of store opening. During these ramp up periods, leveraging of fixed costs is limited, which impacts the operating expense ratio and supplementing production staff wages may be required, which impacts gross margin. For start-up locations, pre-opening costs such as utilities, core staff, property taxes and shop supplies are incurred without sales revenue to offset these costs. This pattern of extended ramp up would typically result in losses for the months leading up to the opening and continue at decreasing levels as the revenue increases. Performance of newly developed locations will vary, but the long-term value creation of developing start-up sites are very attractive. Based on Boyd's history, newly developed locations would reach maturity by the end of their third year.

Capital Expenditures

Although most of Boyd's repair facilities are leased, funds are required to ensure facilities are properly repaired and maintained to ensure the Company's physical appearance communicates Boyd's standard of professional service and quality. The Company's need to maintain its facilities and upgrade or replace equipment to meet increased complexity of newer vehicles, signage, computers, software and vehicles forms part of the annual cash requirements of the business. The Company manages these expenditures by annually reviewing and determining its capital budget needs and then authorizing major expenditures throughout the year based upon individual business cases. Excluding expenditures related to network technology upgrades and acquisition and development, the Company spent approximately $11.1 million or 1.3% of sales, excluding sales achieved by Joe Hudson's locations, on capital expenditures during the first quarter of 2026. The Company spent $11.4 million or 1.5% of sales on capital expenditures excluding expenditures related to network technology upgrades and acquisition and development during the same period of 2025.

During 2026, the Company plans to make cash capital expenditures, excluding those related to network technology upgrades and acquisition and development of new locations, within the range of 1.6% and 1.8% of sales. In addition to these capital expenditures, the Company invested in network technology upgrades to further strengthen our technology and security infrastructure and prepare for advanced technology needs in the future. The company finalized the network technology upgrades in the first quarter of 2026, with capital expenditures totaling $2.8 million. This investment fell within the projected 2026 budget of $2 million to $4 million.

In connection with the integration of Joe Hudson's, the Company expects to incur capital expenditures of approximately $30 million with the majority of these costs being incurred during 2026. These investments are primarily directed toward facility modernization and brand conversion to align the acquired locations with the Company's operational and quality standards. As of March 31, 2026, the Company has deployed $2.6 million toward these initiatives.

LEGAL PROCEEDINGS

Neither BGSI, nor any of its subsidiaries are involved in any legal proceedings which are material in any respect.

RELATED PARTY TRANSACTIONS

Boyd has not entered into any new related party transactions beyond the items disclosed in the 2025 annual report.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements that present fairly the financial position, financial condition and results of operations requires that BGSI make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the balance sheet date and reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates.

The critical accounting estimates are substantially unchanged from those identified in the 2025 annual MD&A.

INTERNAL CONTROL OVER FINANCIAL REPORTING

BGSI’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. During the first quarter of 2026, there have been no changes in BGSI’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, BGSI’s internal control over financial reporting.

The Company’s assessment and conclusion on the effectiveness of internal controls over financial reporting excludes the controls, policies and procedures of Joe Hudson’s Collision Center, the control of which was acquired on January 9, 2026. The scope limitation is in accordance with section 3.3(1)(b) of National Instrument 52-109, which allows an issuer to limit the design of disclosure controls and procedures and internal control over financial reporting to exclude controls, policies, and procedures of a business that the issuer acquired not more than 365 days before the end of the financial period in question. Joe Hudson’s aggregated sales and net earnings for the quarter ended March 31, 2026, was $168.0 million, and $12.1 million respectively, and constituted approximately 37.6% of total assets as at March 31, 2026.

BUSINESS RISKS AND UNCERTAINTIES

Risks and uncertainties affecting the business remain substantially unchanged from those identified in the 2025 annual MD&A, except as noted below.

Market Environment Change

The collision repair industry has recently experienced declines in claim volumes and muted growth in Total Cost of Repair (“TCOR”). Claim volumes steadily improved throughout 2025 and into the early part of 2026. Key drivers that supported this recovery include insurance premium inflation falling below overall consumer price index levels and insurance rate reductions across several carriers. While claim volumes have stabilized, TCOR has remained below expected levels, despite positive indicators such as increasing new and used vehicle prices. Increased new and used vehicle prices lower total losses and therefore result in an increase in TCOR. TCOR is also positively impacted by wage inflation and inflation on the cost of parts. The overall age of vehicles in the market continues to be impacted by the disruption to purchasing patterns that occurred during the COVID pandemic, with a higher mix of older vehicles being repaired, which is a current headwind in terms of the growth in TCOR. There can be no assurance as to the timing or magnitude that TCOR will increase, which could negatively impact Boyd’s revenues and result in a material adverse effect on the Company’s business and financial condition.

ADDITIONAL INFORMATION

BGSI’s shares trade on the Toronto Stock Exchange and New York Stock Exchange under the symbols TSX: BYD.TO and NYSE: BGSI, respectively. Additional information relating to the BGSI is available on SEDAR+ (www.sedarplus.com), EDGAR (www.sec.gov) and the Company website (www.boydgroup.com).