On June 28, 2018 (and as amended and restated on March 10, 2020 and amended on 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 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 year ended September 30, 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		21,000	$	14.66
Outstanding at September 30, 2025		86,000	$	14.66

A summary of the Company’s restricted stock unit activity for the year ended September 30, 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		825,000	$	16.51
Less: Vested		1,522,000	$	8.72
Less: Forfeited		238,000	$	11.58
Outstanding at September 30, 2025		2,779,000	$	10.51

During the year ended September 30, 2025, the Company issued 825,000 restricted stock units (“RSUs”) at a weighted average grant date fair value of $16.51 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 $12.1 over the requisite service period. During the year ended September 30, 2025, 1,522,000 RSUs vested and 238,000 RSUs were forfeited.

A summary of the Company’s stock option activity for the year ended September 30, 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		132,000	$	14.07
Less: Forfeited		566,000	$	21.64
Outstanding at September 30, 2025		2,338,000	$	19.11
Vested and exercisable at September 30, 2025		2,024,000	$	18.91
Expected to vest after September 30, 2025		314,000	$	20.46

A summary of the Company’s performance stock unit activity for the year ended September 30, 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		67,000	$	9.31
Outstanding at September 30, 2025		1,328,000	$	9.40
Vested and granted at September 30, 2025		262,000	$	7.48

During the year ended September 30, 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 service 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 is expected to be approximately $4.1 over the requisite service period, dependent on the achievement of the identified performance conditions. As of September 30, 2025, 262,000 PSUs vested and are expected to be granted on during the first quarter of fiscal 2026. During the year ended September 30, 2025, 67,000 PSUs were forfeited.

The fair value of each restricted stock award, RSU, or PSU granted under the 2018 Omnibus Incentive Plan was estimated on the date of grant in accordance with the fair value provisions in ASC 718.

The fair values of the RSU awards granted during the periods presented were determined based on the trading price of the company’s common shares on the date of grant.

The fair value of the 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.

There were no new stock option awards granted for the years ended September 30, 2025, September 30, 2024, and September 30, 2023.

The fair value of PSU awards subject to a performance condition is determined based on the trading price of the company’s common shares on the date of grant.

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 $18.2, $20.2 and $22.1 in equity-based compensation expense for the years ended September 30, 2025, September 30, 2024 and September 30, 2023, 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. Total unrecognized compensation cost was $24.3, $30.6 and $23.7 as of September 30, 2025, September 30, 2024 and September 30, 2023, 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 2,100,000 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 73,000, 188,000, and 177,000 were issued on November 18, 2024, November 17, 2023, and November 14, 2022, respectively. An additional portion thereof is expected to be issued in November 2025.