On June 28, 2018 (and as amended and restated on March 10, 2020), in connection with the IPO, the Company’s Board of Directors adopted, and its stockholders approved, the BrightView Holdings, Inc. 2018 Omnibus Incentive Plan (the “2018 Omnibus Incentive Plan”). The 2018 Omnibus Incentive Plan provides that the total number of shares of common stock that may be issued under the plan is 18,650,000. Under the plan, the Company may grant stock options, stock appreciation rights, restricted stock, other equity-based awards and other cash-based awards to employees, directors, officers, consultants and advisors.

A summary of the Company’s restricted stock award activity for the year ended September 30, 2021 is presented in the following table:


	Shares		Weighted-Avg Purchase Price per Share
Outstanding at September 30, 2020		1,123,000	$	15.12
Granted		—		—
Less: Redeemed		253,000	$	17.54
Less: Forfeited		68,000	$	16.47
Outstanding at September 30, 2021		802,000	$	14.31

A summary of the Company’s restricted stock unit activity for the year ended September 30, 2021 is presented in the following table:


	Shares		Weighted-Avg Purchase Price per Share
Outstanding at September 30, 2020		749,000	$	16.58
Granted		876,000	$	14.28
Exercised		221,000	$	16.68
Forfeited		105,000	$	15.20
Outstanding at September 30, 2021		1,299,000	$	15.14

During the fiscal year ended September 30, 2021, the Company issued 876,000 restricted stock units (“RSUs”) at a weighted average grant date fair value of $14.28, all of which are subject to vesting. The majority of these units vest ratably over a four-year period commencing on the first anniversary of the grant date. Non-cash equity-based compensation expense associated with the new

grants will be approximately $10.5 over the requisite service period. During the fiscal year ended September 30, 2021, 221,000 RSUs were exercised and 105,000 RSUs were forfeited.

A summary of the Company’s stock option activity for the year ended September 30, 2021 is presented in the following table:


	Shares		Weighted-Avg Purchase Price per Share
Outstanding at September 30, 2020		6,711,000	$	20.08
Granted		687,000	$	13.78
Exercised		26,000	$	13.98
Forfeited		355,000	$	20.84
Outstanding at September 30, 2021		7,017,000	$	21.55
Vested and exercisable at September 30, 2021		3,432,000	$	20.81
Expected to vest after September 30, 2021		3,585,000	$	22.42

On November 19, 2020, the Company issued 687,000 stock options at a weighted average exercise price of $13.78 and a weighted average grant date fair value of $6.71, the majority of which vest and become exercisable ratably over a four-year period commencing on the first anniversary of the grant date. Non-cash equity-based compensation expense associated with the grant will be approximately $4.1 over the requisite service period. During the fiscal year ended September 30, 2021, 26,000 options were exercised and 355,000 options were forfeited.

The fair value of each restricted stock award or RSU granted under the Plan and the 2018 Omnibus Incentive Plan was estimated on the date of grant in accordance with the fair value provisions in ASC 718. The fair value of the Unit awards and stock option awards granted were estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The Company chose the Black-Scholes-Merton model based on its experience with the model and the determination that the model could be used to provide a reasonable estimate of the fair value of awards with terms such as those discussed above. The fair value of the Unit awards and stock option awards are calculated based on a combination of the income and market multiple approaches. Under the income approach, specifically the discounted cash flow method, forecast cash flows are discounted to the present value at a risk-adjusted discount rate. The valuation analyses determine discrete free cash flows over several years based on the forecast financial information provided by management and a terminal value for the residual period beyond the discrete forecast, which are discounted at the appropriate rate to estimate the Company’s enterprise value.

The weighted-average assumptions used in the valuation of Unit awards, restricted stock into which such Unit awards were converted and stock option awards granted or modified for the years ended September 30, 2021, September 30, 2020 and September 30, 2019 are presented in the table below:


	Fiscal Year Ended
	September 30, 2021			September 30, 2020			September 30, 2019
Assumptions:
Risk-free interest rate		0.49	%		1.56	%		2.85	%
Dividend yield		—			—			—
Volatility factor		54.40	%		43.51	%		38.85	%
Expected term (in years)		6.4			6.3			6.3

The Company expenses equity-based compensation using the estimated fair value as of the grant date over the requisite service or performance period applicable to the grant. Estimates of future forfeitures are made at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company recognized $19.7, $23.6 and $15.7 in equity-based compensation expense for the years ended September 30, 2021, September 30, 2020 and September 30, 2019, respectively, included in Selling, general and administrative expense in the accompanying Consolidated Statements of Operations. The resulting charge increased Additional paid in capital by the same amount. Total unrecognized compensation cost was $25.6, $36.2 and $40.2 as of the years ended September 30, 2021, September 30, 2020 and September 30, 2019, respectively, which is expected to be recognized over a weighted average period of 1.2 years.

The Company’s Stockholders have approved the Company’s 2018 Employee Stock Purchase Plan, (the “ESPP”). A total of 1,100,000 shares of the Company’s common stock were made available for sale on October 22, 2018, of which 172,000 were issued on November 14, 2019, and 120,000 were issued on November 14, 2020. An additional portion thereof is expected to be issued in November 2021.