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 nine month period ended June 30, 2023 is presented in the following table:


	Shares		Weighted-Avg Distribution Price per Share
Outstanding at September 30, 2022		541,000	$	14.40
Less: Redeemed		136,000	$	13.63
Less: Forfeited		184,000	$	14.66
Outstanding at June 30, 2023		221,000	$	14.66

A summary of the Company’s restricted stock unit activity for the nine month period ended June 30, 2023 is presented in the following table:


	Shares		Weighted-Avg Distribution Price per Share
Outstanding at September 30, 2022		2,285,000	$	12.73
Granted		2,427,000	$	7.30
Less: Vested		523,000	$	14.73
Less: Forfeited		644,000	$	10.21
Outstanding at June 30, 2023		3,545,000	$	9.18

During the nine month period ended June 30, 2023, the Company issued 2,427,000 restricted stock units (“RSUs”) at a weighted average grant date fair value of $7.30 per share, all of which are subject to vesting. The majority of these units vest ratably over a four-year period commencing on the grant date. Non-cash equity-based compensation expense associated with the new grants will total approximately $14.5 over the requisite service period. During the nine month period ended June 30, 2023, 523,000 RSUs vested and 644,000 RSUs were forfeited.

A summary of the Company’s stock option activity for the nine month period ended June 30, 2023 is presented in the following table:


	Shares		Weighted-Avg Exercise Price per Share
Outstanding at September 30, 2022		7,489,000	$	19.07
Less: Forfeited		1,212,000	$	19.01
Outstanding at June 30, 2023		6,277,000	$	19.08
Vested and exercisable at June 30, 2023		4,928,000	$	19.23
Expected to vest after June 30, 2023		1,349,000	$	18.55

A summary of the Company’s performance stock unit activity for the nine month period ended June 30, 2023 is presented in the following table:


	Shares		Weighted-Avg Distribution Price per Share
Outstanding at September 30, 2022		403,000	$	12.41
Granted		838,000	$	7.48
Less: Forfeited		716,000	$	10.25
Outstanding at June 30, 2023		525,000	$	7.48

During the nine month period ended June 30, 2023, the Company issued 838,000 performance stock units (“PSUs”) at a weighted average distribution price of $7.48 per share and a weighted average grant date fair value of $7.48 per share, which cliff vest

at the end of the three-year performance period. The number of the PSUs that vest upon completion of the performance period can range from 0% to 200% of the original grant, subject to certain limitations, contingent upon performance conditions. The performance condition metrics are the Company’s three-year average Adjusted EBITDA margin and compound annual growth rate of the Company’s land organic revenue. The fair value of these awards is determined based on the trading price of the company’s common shares on the date of grant. Non-cash equity-based compensation expense associated with the grant will be approximately $3.4 over the requisite service period. During the nine month period ended June 30, 2023, no PSUs vested and 716,000 PSUs were forfeited.

The Company recognizes equity-based compensation expense 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 $3.9 and $4.8 in equity-based compensation expense for the three months ended June 30, 2023 and 2022, respectively, included in Selling, general and administrative expense in the accompanying Consolidated Statements of Operations. The Company recognized $15.7 and $14.0 in equity-based compensation expense for the nine month periods ended June 30, 2023 and 2022, respectively, included in Selling, general and administrative expense in the accompanying Consolidated Statements of Operations. The resulting charges increased Additional paid-in capital by the same amount for each applicable period. Total unrecognized compensation cost was $29.4 and $36.2 as of June 30, 2023 and September 30, 2022, respectively, which is expected to be recognized over a weighted average period of 1.1 and 1.3 years as of June 30, 2023 and September 30, 2022, respectively.

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 under the Company’s 2018 Employee Stock Purchase Plan on October 22, 2018, of which 177,000 were issued on November 14, 2022 and 112,000 were issued on November 15, 2021. An additional portion thereof is expected to be issued in November 2023.