BrightView Holdings, Inc.

Previous wording

Cost of services provided is comprised of direct costs we incur associated with our operations during a period and includes employee costs, subcontractor costs, purchased materials, and operating equipment and vehicle costs. Employee costs consist of wages and other labor-related expenses, including benefits, workers compensation and healthcare costs, for those employees involved in delivering our services. Subcontractor costs consist of costs relating to our qualified service partner network in our Maintenance Services segment and subcontractors we engage from time to time in our Development Services segment. When our use of subcontractors increases, we may experience incrementally higher costs of services provided. Operating equipment and vehicle costs primarily consist of depreciation related to branch operating equipment and vehicles and related fuel expenses. A large component of our costs are variable, such as labor, subcontractor expense, fuel and materials.

Current wording

Cost of services provided is comprised of direct costs we incur associated with our operations during a period and includes employee costs, subcontractor costs, purchased materials, and operating equipment and vehicle costs. Employee costs consist of wages and other labor-related expenses, including benefits, self insurance and healthcare costs, for those employees involved in delivering our services. Subcontractor costs consist of costs relating to our qualified service partner network in our Maintenance Services segment and subcontractors we engage from time to time in our Development Services segment. When our use of subcontractors increases, we may experience incrementally higher costs of services provided. Operating equipment and vehicle costs primarily consist of depreciation related to branch operating equipment and vehicles and related fuel expenses. A large component of our costs are variable, such as labor, subcontractor expense, fuel and materials.

Previous wording

Selling, general and administrative expense consists of costs incurred related to compensation and benefits for management, sales and administrative personnel, equity-based compensation, branch and office rent and facility operating costs, depreciation expense related to branch and office locations, as well as professional fees, software costs and other miscellaneous expenses. Corporate expenses, including corporate executive compensation, finance, legal and information technology, are included in consolidated Selling, general and administrative expense.

Current wording

Selling, general and administrative expense consists of costs incurred related to compensation, benefits, and self insurance for management, sales and administrative personnel, equity-based compensation, branch and office rent and facility operating costs, depreciation expense related to branch and office locations, as well as professional fees, software costs and other miscellaneous expenses. Corporate expenses, including corporate executive compensation, finance, legal and information technology, are included in consolidated Selling, general and administrative expense.

Previous wording

Amortization expense consists of the periodic amortization of intangible assets, customer relationships. The corresponding intangible assets were originally recognized in connection with the KKR and ValleyCrest acquisitions, as well as from subsequent acquisitions.

Current wording

Amortization expense consists of the periodic amortization of intangible assets and customer relationships. The corresponding intangible assets were originally recognized in connection with the KKR and ValleyCrest acquisitions, as well as from subsequent acquisitions.

Previous wording

Other expense consists primarily of investment gains and losses related to investments held in Rabbi Trust.

Current wording

Other expense (income) consists primarily of losses on debt extinguishment as well as investment gains and losses related to investments held in Rabbi Trust.

Previous wording

Gross profit for the three months ended March 31, 2026 decreased $9.8 million, or 6.6%, to $137.7 million, from $147.5 million in the 2025 period. Gross margin decreased 270 basis points, to 19.6%, in the three months ended March 31, 2026, from 22.3% in the comparable 2025 period. The decreases in gross profit and gross margin were primarily driven by increased subcontractor costs and depreciation expense, largely offset by increases in net service revenues and decreases in materials costs.

Current wording

Gross profit for the three months ended June 30, 2026 decreased $19.0 million, or 11.1%, to $151.9 million, from $170.9 million in the 2025 period. Gross margin decreased 290 basis points, to 21.2%, in the three months ended June 30, 2026, from 24.1% in the comparable 2025 period. The decrease in gross profit was primarily driven by a non-routine self-insurance adjustment and increased depreciation expense, partially offset by the increase in revenues described above.

Previous wording

Selling, general and administrative expense for the three months ended March 31, 2026 decreased $1.8 million, or 1.5%, to $116.3 million, from $118.1 million in the 2025 period. As a percentage of revenue, Selling, general and administrative expense decreased 130 basis points for the three months ended March 31, 2026 to 16.5% from 17.8% in the 2025 period. The decrease was primarily driven by a decrease in business transformation and integration costs combined with increased efficiencies as a result of the Company's cost management initiatives, partially offset by increased selling costs driven by the company’s investment in new sellers.

Current wording

Selling, general and administrative expense for the three months ended June 30, 2026 increased $8.3 million, or 7.8%, to $114.5 million, from $106.2 million in the 2025 period. As a percentage of revenue, Selling, general and administrative expense increased 100 basis points for the three months ended June 30, 2026 to 16.0% from 15.0% in the 2025 period. The increase was primarily driven by non-routine self-insurance adjustment combined with increased selling costs driven by the Company's investment in new sellers, partially offset by a decrease in non-seller compensation costs.

Previous wording

Amortization expense for the three months ended March 31, 2026 decreased $1.8 million, or 25.4%, to $5.3 million from $7.1 million in the 2025 period. The decrease was principally due the decrease in the amortization of intangible assets, based on the pattern consistent with expected future cash flows calculated at the time the assets were acquired.

Current wording

Amortization expense for the three months ended June 30, 2026 decreased $2.0 million, or 28.2%, to $5.1 million from $7.1 million in the 2025 period. The decrease was principally due the decrease in the amortization of intangible assets, based on the pattern consistent with expected future cash flows calculated at the time the assets were acquired.

Previous wording

Interest expense, net for the three months ended March 31, 2026 increased $0.9 million, or 7.0%, to $13.7 million from $12.8 million in the 2025 period. The increase was driven by a decrease in interest income associated with the decrease in the Company's cash and cash equivalents balance combined with increases in interest expense due to the impact of interest rate derivative contracts and an increase in the Company's outstanding debt balance. These were partially offset by lower interest expense caused by the decrease in interest rates as a result of the repricing of our Series B Term Loans in fiscal 2025.

Current wording

Interest expense, net for the three months ended June 30, 2026 increased $1.5 million, or 11.2%, to $14.9 million from $13.4 million in the 2025 period. The increase was driven by an increase in the Company's outstanding debt balance, a decrease in interest income associated with the Company's cash and cash equivalents balance, an increase in interest expense due to the impact of interest rate derivative contracts, and an increase in finance lease interest. These were partially offset by lower interest expense caused by the decrease in interest rates as a result of the repricing of our Series B Term Loans in fiscal 2025.

Previous wording

For the three months ended March 31, 2026, Income tax expense was $0.6 million compared to $2.3 million in the 2025 period. The decrease was primarily attributable to the change in Income before income taxes.

Current wording

For the three months ended June 30, 2026, Income tax expense was $2.3 million compared to $12.6 million in the 2025 period. The decrease was primarily attributable to the change in Income before income taxes.

Previous wording

For the three months ended March 31, 2026, Net income was $1.7 million compared to a Net income of $6.4 million in the 2025 period due to the changes noted above. Net loss as a percentage of revenue was 0.2% for the three months ended March 31, 2026 compared to 1.0% for the three months ended March 31, 2025.

Current wording

For the three months ended June 30, 2026, Net income was $6.1 million compared to a Net income of $32.3 million in the 2025 period due to the changes noted above. Net income as a percentage of revenue was 0.9% for the three months ended June 30, 2026 compared to 4.6% for the three months ended June 30, 2025.

Previous wording

Adjusted EBITDA increased $5.6 million for the three months ended March 31, 2026, to $79.1 million, from $73.5 million in the 2025 period. Adjusted EBITDA as a percentage of revenue was 11.3% and 11.1% for the three months ended March 31, 2026 and 2025, respectively. The increase in Adjusted EBITDA was primarily driven by an increase of $13.2 million, or 23.4%, in Maintenance Services Segment Adjusted EBITDA, partially offset by a decrease of $7.6 million, or 44.2%, in Development Services Segment Adjusted EBITDA, as discussed further below in Segment Results.

Current wording

Adjusted EBITDA decreased $17.1 million for the three months ended June 30, 2026, to $96.1 million, from $113.2 million in the 2025 period. Adjusted EBITDA as a percentage of revenue was 13.4% and 16.0% for the three months ended June 30, 2026 and 2025, respectively. The decrease in Adjusted EBITDA was primarily driven by a decrease of $18.7 million, or 22.9%, in Maintenance Services Segment Adjusted EBITDA, partially offset by an increase of $1.6 million, or 5.1%, in Development Services Segment Adjusted EBITDA, as discussed further below in Segment Results.

Previous wording

Adjusted Net Income for the three months ended March 31, 2026 decreased $8.2 million to $13.3 million, from $21.5 million in the 2025 period due to the changes noted above.

Current wording

Adjusted Net Income for the three months ended June 30, 2026 decreased $20.1 million to $25.4 million, from $45.5 million in the 2025 period due to the changes noted above.

Previous wording

Net service revenues for the three months ended March 31, 2026 increased $40.3 million, or 6.1%, to $702.9 million, from $662.6 million in the 2025 period. The increase was driven by an increase in Maintenance Services revenues of $61.8 million, partially offset by a decrease in Development Services revenues of $22.3 million.

Current wording

Net service revenues for the nine months ended June 30, 2026 increased $65.3 million, or 3.3%, to $2,035.3 million, from $1,970.0 million in the 2025 period. The increase was driven by an increase in Maintenance Services revenues of $98.0 million, partially offset by a decrease in Development Services revenues of $34.3 million.

Previous wording

Gross profit for the six months ended March 31, 2026 decreased $22.3 million, or 8.1%, to $252.0 million, from $274.3 million in the 2025 period. Gross margin decreased 260 basis points, to 19.1%, in the six months ended March 31, 2026, from 21.7% in the comparable 2025 period. The decreases in gross profit and gross margin were primarily driven by increased depreciation expense.

Current wording

Gross profit for the nine months ended June 30, 2026 decreased $41.3 million, or 9.3%, to $403.9 million, from $445.2 million in the 2025 period. Gross margin decreased 280 basis points, to 19.8%, in the nine months ended June 30, 2026, from 22.6% in the comparable 2025 period. The decrease in gross profit was primarily driven by increased depreciation expense and a non-routine self-insurance adjustment, partially offset by the increase in revenues described above.

Previous wording

Selling, general and administrative expense for the six months ended March 31, 2026 decreased $6.0 million, or 2.5%, to $231.4 million, from $237.4 million in the 2025 period. As a percentage of revenue, Selling, general and administrative expense decreased 120 basis points for the six months ended March 31, 2026 to 17.6% from 18.8% in the 2025 period. The decrease was primarily driven by a decrease in business transformation and integration costs combined with increased efficiencies as a result of the Company's cost management initiatives, partially offset by increased selling costs driven by the Company’s investment in new sellers.

Current wording

Selling, general and administrative expense for the nine months ended June 30, 2026 increased $2.4 million, or 0.7%, to $345.9 million, from $343.5 million in the 2025 period. As a percentage of revenue, Selling, general and administrative expense decreased 40 basis points for the nine months ended June 30, 2026 to 17.0% from 17.4% in the 2025 period. The increase was primarily driven by a non-routine self-insurance adjustment combined with increased selling costs driven by the Company's investment in new sellers, partially offset by a decrease in non-seller compensation costs.

Previous wording

Amortization expense for the six months ended March 31, 2026 decreased $3.7 million, or 24.3%, to $11.5 million from $15.2 million in the 2025 period. The decrease was principally due to the decrease in the amortization of intangible assets, based on the pattern consistent with expected future cash flows calculated at the time the assets were acquired.

Current wording

Amortization expense for the nine months ended June 30, 2026 decreased $5.6 million, or 25.1%, to $16.7 million from $22.3 million in the 2025 period. The decrease was principally due to the decrease in the amortization of intangible assets, based on the pattern consistent with expected future cash flows calculated at the time the assets were acquired.

Previous wording

Interest expense, net for the six months ended March 31, 2026 increased $0.3 million, or 1.1%, to $27.2 million from $26.9 million in the 2025 period. The increase was driven by a decrease in interest income associated with the decrease in the Company's cash and cash equivalents balance combined with an increase in interest expense due to the impact of interest rate derivative contracts and an increase in the Company's outstanding debt balance. These were partially offset by lower interest expense caused by the decrease in interest rates as a result of the repricing of our Series B Term Loans in fiscal 2025.

Current wording

Interest expense, net for the nine months ended June 30, 2026 increased $1.8 million, or 4.5%, to $42.1 million from $40.3 million in the 2025 period. The increase was driven by an increase in interest expense due to the impact of interest rate derivative contracts, a decrease in interest income associated with the decrease in the Company's cash and cash equivalents balance combined with an increase in the Company's outstanding debt balance, and an increase in finance lease interest. These were partially offset by lower interest expense caused by the decrease in interest rates as a result of the repricing of our Series B Term Loans in fiscal 2025.

Previous wording

For the six months ended March 31, 2026, Income tax benefit was $4.6 million compared to $1.9 million in the 2025 period. The increase was primarily attributable to the change in Loss before income taxes.

Current wording

For the nine months ended June 30, 2026, Income tax benefit was $2.3 million compared to expense of $10.7 million in the 2025 period. The increase was primarily attributable to the change in Income (loss) before income taxes.

Previous wording

For the six months ended March 31, 2026, Net loss was $13.5 million compared to a Net loss of $4.0 million in the 2025 period due to the changes noted above. Net loss as a percentage of revenue was 1.0% for the six months ended March 31, 2026 compared to 0.3% for the six months ended March 31, 2025.

Current wording

For the nine months ended June 30, 2026, Net loss was $7.4 million compared to a Net income of $28.3 million in the 2025 period due to the changes noted above. Net loss as a percentage of revenue was 0.4% for the nine months ended June 30, 2026 compared to 1.4% for the nine months ended June 30, 2025.

Previous wording

Adjusted EBITDA increased $6.9 million for the six months ended March 31, 2026, to $132.5 million, from $125.6 million in the 2025 period. Adjusted EBITDA as a percentage of revenue was 10.1% and 10.0% for the six months ended March 31, 2026 and 2025, respectively. The increase in Adjusted EBITDA was primarily driven by an increase of $14.0 million, or $105.0, in Maintenance Services Segment Adjusted EBITDA, partially offset by a decrease of $7.1 million, or $27.5, in Development Services Segment Adjusted EBITDA, as discussed further below in Segment Results.

Current wording

Adjusted EBITDA decreased $10.2 million for the nine months ended June 30, 2026, to $228.6 million, from $238.8 million in the 2025 period. Adjusted EBITDA as a percentage of revenue was 11.2% and 12.1% for the nine months ended June 30, 2026 and 2025, respectively. The decrease in Adjusted EBITDA was primarily driven by an decrease of $5.5 million, or 8.3%, in Development Services Segment Adjusted EBITDA combined with a decrease of $4.7 million, or 2.7%, in Maintenance Services Segment Adjusted EBITDA, as discussed further below in Segment Results.

Previous wording

Adjusted Net Income for the six months ended March 31, 2026 decreased $16.0 million to $11.1 million, from $27.1 million in the 2025 period due to the changes noted above.

Current wording

Adjusted Net Income for the nine months ended June 30, 2026 decreased $36.1 million to $36.5 million, from $72.6 million in the 2025 period due to the changes noted above.

Previous wording

Set forth below are the reconciliations of net income (loss) to Adjusted EBITDA and Adjusted Net Income, and cash flows from operating activities to Adjusted Free Cash Flow. Adjusted EPS is defined as Adjusted Net Income (shown below) divided by the

Current wording

Set forth below are the reconciliations of net income (loss) to Adjusted EBITDA and Adjusted Net Income, and cash flows from operating activities to Adjusted Free Cash Flow. Adjusted EPS is defined as Adjusted Net Income (shown below) divided by the Adjusted Weighted Average Number of Common Shares Outstanding for the period used in the calculation of basic EPS which is presented in Note 14 “Earnings (Loss) Per Share of Common Stock” in the Notes to our unaudited consolidated financial statements.

Previous wording

Represents expenses related to distinct initiatives, typically significant enterprise-wide changes, including actions taken as part of the Company's One BrightView initiative. Such expenses are excluded from the measures disclosed above since such expenses vary in amount based on occurrence as well as factors specific to each of the activities, are outside of the normal operations of the business, and create a lack of comparability between periods.

Current wording

Represents expenses related to distinct initiatives, typically significant enterprise-wide changes, including actions taken as part of the Company's One BrightView initiative, and other non-operating expenses. Such expenses are excluded from the measures disclosed above since such expenses vary in amount based on occurrence as well as factors specific to each of the activities, are outside of the normal operations of the business, and create a lack of comparability between periods.

Previous wording

Represents losses on the extinguishment of debt related to Amendment No. 9 to the Credit Agreement, in the fiscal year ended September 30, 2025 and includes accelerated amortization of deferred financing fees and original issue discount as well as fees paid to lenders and third parties.

Current wording

Represents losses on the extinguishment of debt related to the Tenth Credit Agreement Amendment, Eleventh Credit Agreement Amendment, and the Sixth Amendment to the Receivables Financing Agreement, in the nine months ended June 30, 2026, and the Ninth Credit Agreement Amendment, in the nine months ended June 30, 2025 and includes accelerated amortization of deferred financing fees and original issue discount as well as fees paid to lenders and third parties.

Previous wording

Maintenance Services net service revenues for the six months ended March 31, 2026 increased by $88.9 million, or 9.9%, from the 2025 period. Snow removal services increased by $85.2 million, or 41.6%, due to increased snowfall in the period 1 and Commercial Landscaping services increased by $3.7 million, or 0.5%. The increase in Commercial Landscaping services revenue was driven by increased ancillary services.

Current wording

Maintenance Services net service revenues for the three months ended June 30, 2026 increased by $9.1 million, or 1.8%, from the 2025 period. Commercial Landscaping services increased by $11.7 million, or 2.3%, and Snow removal services decreased by $2.5 million or 42.0%. The increase in Commercial landscaping services revenue was driven by increased contract revenue and to a lesser extent ancillary services.

Previous wording

Segment Results for the Six Months Ended March 31, 2026 and 2025

Current wording

Segment Results for the Nine Months Ended June 30, 2026 and 2025

Previous wording

The following tables present Net service revenues, Segment Adjusted EBITDA, and Segment Adjusted EBITDA Margin for each of our segments for the six months ended March 31, 2026 and 2025. Changes in Segment Adjusted EBITDA Margin are shown in basis points, or bps.

Current wording

The following tables present Net service revenues, Segment Adjusted EBITDA, and Segment Adjusted EBITDA Margin for each of our segments for the nine months ended June 30, 2026 and 2025. Changes in Segment Adjusted EBITDA Margin are shown in basis points, or bps.

Previous wording

Maintenance Services net service revenues for the three months ended March 31, 2026 increased by $61.8 million, or 12.5%, from the 2025 period. Snow removal services increased by $49.2 million, or 28.5%, due to increased snowfall in the period 1, and Commercial Landscaping services increased by $12.6 million, or 4.0%. The increase in Commercial landscaping services revenue was driven by increased ancillary and contract services.

Current wording

Maintenance Services net service revenues for the nine months ended June 30, 2026 increased by $98.0 million, or 6.9%, from the 2025 period. Snow removal services increased by $82.7 million, or 39.2%, due to increased snowfall in the period 1 and Commercial Landscaping services increased by $15.3 million, or 1.3%. The increase in Commercial Landscaping services revenue was driven by increases in contract and ancillary services revenues.

Previous wording

Segment Adjusted EBITDA for the three months ended March 31, 2026 increased by $13.2 million to $69.5 million from $56.3 million in the 2025 period. Segment Adjusted EBITDA Margin increased 110 basis points, to 12.5%, in the three months ended March 31, 2026, from 11.4% in the 2025 period. The increases in Segment Adjusted EBITDA and Adjusted EBITDA Margin were primarily driven by increased snow removal services and commercial landscaping revenue described above, partially offset by increased investments in our sales force and increased snow services costs.

Current wording

Segment Adjusted EBITDA for the nine months ended June 30, 2026 decreased by $4.7 million to $168.0 million from $172.7 million in the 2025 period. Segment Adjusted EBITDA Margin decreased 110 basis points, to 11.1%, in the nine months ended June 30, 2026, from 12.2% in the 2025 period. The decreases in Segment Adjusted EBITDA and Adjusted EBITDA Margin were primarily driven by a non-routine self-insurance adjustment, and continued investments in our sales force, partially offset by increased snow removal services and commercial landscaping revenue described above.

Previous wording

Development Services net service revenues for the three months ended March 31, 2026 decreased $22.3 million, or 13.0%, compared to the 2025 period. The decrease was driven by the timing and mix of Development Services projects.

Current wording

Development Services net service revenues for the nine months ended June 30, 2026 decreased $34.3 million, or 6.1%, compared to the 2025 period. The decrease was driven by the timing and mix of Development Services projects.

Previous wording

1 As defined by the National Oceanic Atmospheric Administration, U.S. Department of Commerce (“NOAA”) for the Company's footprint during the respective three-month periods and six-month periods

Current wording

1 As defined by the National Oceanic Atmospheric Administration, U.S. Department of Commerce (“NOAA”) for the Company's footprint during the respective nine-month periods

Previous wording

Net cash provided by operating activities for the six months ended March 31, 2026 decreased $69.4 million to $82.3 million, from $151.7 million in the 2025 period. This decrease was due to a decrease in cash provided by accounts receivable and unbilled and deferred revenue. The decrease was partially offset by increases in non-cash adjustments to reconcile net loss to net cash provided by operating activities combined with a decrease in cash used by accounts payable and other operating liabilities.

Current wording

Net cash provided by operating activities for the nine months ended June 30, 2026 decreased $79.1 million to $128.3 million, from $207.4 million in the 2025 period. This decrease was primarily due to a decrease in cash provided by unbilled and deferred revenue, and accounts receivable.

Previous wording

Net cash used by investing activities increased $23.4 million to $106.8 million for the six months ended March 31, 2026 from $83.4 million in the 2025 period. The increase was primarily driven by a $21.2 million increase in capital expenditures in comparison to the prior period.

Current wording

Net cash used by investing activities increased $13.9 million to $165.3 million for the nine months ended June 30, 2026 from $179.2 million in the 2025 period. The increase was primarily driven by a $17.0 million decrease in capital expenditures in comparison to the prior period.

Previous wording

Net cash flows used by financing activities of $39.9 million for the six months ended March 31, 2026 included repurchase of common stock and distributions of $33.2 million, repayments of finance lease obligations of $27.8 million, Series A preferred stock dividends of $18.1 million, and repayments under the Receivables Financing Agreement of $13.0 million. These uses of cash were partially offset by proceeds from our Receivables Financing Agreement of $45.1 million and increase in book overdrafts of $6.5 million.

Current wording

Net cash flows used by financing activities of $23.1 million for the nine months ended June 30, 2026 included repurchase of common stock and distributions of $42.8 million, repayments of finance lease obligations of $40.8 million, Series A preferred stock dividends of $26.9 million, repayments under the Receivables Financing Agreement of $13.0 million, and debt issuance and prepayment costs of $10.4 million. These uses of cash were partially offset by proceeds from our Receivables Financing Agreement of $104.5 million and increase in book overdrafts of $5.6 million.

Previous wording

Adjusted Free Cash Flow decreased $91.5 million to an outflow of $24.5 million for the six months ended March 31, 2026 from an inflow of $67.0 million in the 2025 period. The decrease in Adjusted Free Cash Flow was due to a decrease in net cash provided by operating activities, combined with an increase in cash used for capital expenditures, each as described above.

Current wording

Adjusted Free Cash Flow decreased $63.0 million to an outflow of $37.2 million for the nine months ended June 30, 2026 from an inflow of $25.8 million in the 2025 period. The decrease in Adjusted Free Cash Flow was due to a decrease in net cash provided by operating activities, partially offset by a decrease in cash used for capital expenditures, each as described above.

Previous wording

Net working capital is defined as current assets less current liabilities. Net working capital decreased $34.6 million to $117.2 million as of March 31, 2026, from $151.8 million as of September 30, 2025, primarily driven by a decrease in cash and cash equivalents of $64.4 million, increase in deferred revenue of $26.4 million, and a decrease in unbilled revenue of $19.9 million. This was partially offset by an increase in accounts receivable, net of $38.9 million, a decrease in accrued expenses and other current liabilities of $17.1 million, a decrease in accounts payable of $13.4 million, and an increase in other current assets of $8.7 million.

Current wording

Net working capital is defined as current assets less current liabilities. Net working capital decreased $18.4 million to $133.4 million as of June 30, 2026, from $151.8 million as of September 30, 2025, primarily driven by a decrease in cash and cash equivalents of $60.1 million, increase in current portion of long term debt of $7.4 million and decrease in unbilled revenue of $2.0 million. This was partially offset by decreases in accrued expenses and other current liabilities of $20.3 million, accounts payable of $18.7 million, and deferred revenue of $8.4 million and an increase in accounts receivable, net of $7.9 million.