On June 28, 2018 (and as amended and restated on March 10, 2020 and March 5, 2024), 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 total number of shares of common stock that may be issued under the 2018 Omnibus Incentive Plan is 24,650,000 Under the 2018 Omnibus Incentive 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.

On September 11, 2023, the Company adopted the BrightView Holdings, Inc. 2023 Employment Inducement Incentive Award Plan (the “Inducement Plan”). Pursuant to the Inducement Plan, the Company may grant equity incentive compensation as a material inducement for certain individuals to commence employment with the Company. A total of 1,750,000 shares of common stock are reserved for grant under the Inducement Plan. Awards granted under the Inducement Plan may be in the form of non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, dividend equivalent rights and other equity-based awards, or any combination of those awards.

A summary of the Company’s restricted stock award activity for the six month period ended March 31, 2025 is presented in the following table:


	Shares		Weighted-Avg Distribution Price per Share
Outstanding at September 30, 2024		107,000	$	14.66
Less: Forfeited		3,000	$	14.66
Outstanding at March 31, 2025		104,000	$	14.66

A summary of the Company’s restricted stock unit activity for the six month period ended March 31, 2025 is presented in the following table:


	Shares		Weighted-Avg Distribution Price per Share
Outstanding at September 30, 2024		3,714,000	$	8.50
Granted		704,000	$	16.92
Less: Vested		972,000	$	8.61
Less: Forfeited		85,000	$	9.94
Outstanding at March 31, 2025		3,361,000	$	10.20

During the six month period ended March 31, 2025, the Company issued 704,000 restricted stock units (“RSUs”) at a weighted average grant date fair value of $16.92 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 $9.2 over the requisite service period.

A summary of the Company’s stock option activity for the six month period ended March 31, 2025 is presented in the following table:


	Shares		Weighted-Avg Exercise Price per Share
Outstanding at September 30, 2024		3,036,000	$	19.37
Less: Exercised		74,000	$	14.13
Less: Forfeited		278,000	$	22.08
Outstanding at March 31, 2025		2,684,000	$	19.23
Vested and exercisable at March 31, 2025		2,303,000	$	19.00
Expected to vest after March 31, 2025		381,000	$	20.64

A summary of the Company’s performance stock unit activity for the six month period ended March 31, 2025 is presented in the following table:


	Shares*		Weighted-Avg Distribution Price per Share
Outstanding at September 30, 2024		1,114,000	$	7.40
Granted		281,000	$	17.33
Less: Forfeited		3,000	$	7.48
Outstanding at March 31, 2025		1,392,000	$	9.40

* Awards above presented assuming 100% attainment

During the six month period ended March 31, 2025, the Company issued 281,000 performance stock units (“PSUs”) at a weighted average distribution price of $17.33 per share and a weighted average grant date fair value of $17.33 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 $4.1 over the requisite service period. During the six month period ended March 31, 2025, no PSUs vested and 3,000 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 $4.6 and $4.8 in equity-based compensation expense for the three months ended March 31, 2025 and 2024, 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 $31.8 and $30.6 as of March 31, 2025 and September 30, 2024, respectively, which is expected to be recognized over a weighted average period of 1.3 and 1.2 years as of March 31, 2025 and September 30, 2024, respectively.

The Company’s Stockholders have approved the Company’s 2018 Employee Stock Purchase Plan, (the “ESPP”). A total of 2,100,000 shares of the Company’s common stock were made available for sale under the Company’s 2018 Employee Stock Purchase Plan, of which 73,000 were issued on November 18, 2024, and 188,000 were issued on November 17, 2023. An additional portion thereof is expected to be issued in November 2025.