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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

BRIGHTVIEW HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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980 Jolly Road
Blue Bell, Pennsylvania 19422

January 15, 2026

Dear Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of BrightView Holdings, Inc. (“BrightView,” the “Company” or “we”) to be held on Tuesday, March 3, 2026 at 11:00 a.m., Eastern Time. This year’s Annual Meeting will be virtual. You will be able to attend the Annual Meeting online, vote your shares and submit your questions by visiting https://meetings.lumiconnect.com/200-807-773-025, password: brightview2026.

As permitted by the rules of the Securities and Exchange Commission, we are furnishing our proxy materials to stockholders primarily over the Internet. We sent a Notice of Internet Availability of Proxy Materials on or about January 15, 2026 to our stockholders of record at the close of business on January 7, 2026. The notice contains instructions on how to access our Proxy Statement and 2025 Annual Report and vote online. If you would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the notice.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we strongly urge you to cast your vote promptly. You may vote over the Internet, as well as by telephone or by mail. Please review the instructions on the proxy or voting instruction card regarding each of these voting options.

Thank you for your continued support.

Sincerely,

Paul E. Raether
Chairman of the Board of Directors

Dale A. Asplund
President and Chief Executive Officer, Director

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NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Date

Tuesday, March 3, 2026

Time

11:00 a.m. Eastern Time. Online check-in will begin at 10:30 a.m. Eastern Time.

Place

Online via webcast at https://meetings.lumiconnect.com/200-807-773-025, password: brightview2026. To participate in the Annual Meeting, you will need the 11-digit control number included on your Notice Regarding the Availability of Proxy Materials, on your proxy card (if you received a printed copy of the proxy materials), or on the instructions that accompanied your proxy materials. You may vote your shares electronically and submit questions during the Annual Meeting by logging into https://meetings.lumiconnect.com/200-807-773-025, password: brightview2026.

Record date

The Board has fixed the close of business on January 7, 2026 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Each stockholder of record is entitled to one vote for each share of common stock held at that time. You will be able to request a list of stockholders of record during the Annual Meeting.

Items of business

As described in the proxy statement detailing the business to be conducted at the Annual Meeting, the holders of our Common Stock, par value $0.01 per share (“Common Stock”), and the holders of our Series A Convertible Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), voting together as a single class, will be asked:

(1)

To elect the seven director nominees listed therein.

(2)

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2026 (“Fiscal 2026”).

(3)

To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

The holders of our Series A Preferred Stock will vote with the holders of our Common Stock on an as-converted basis, voting together as a single class, on the matters set forth above. In addition, the holders of our Series A Preferred Stock, voting as a separate class, will be asked to elect two additional director nominees, designated by Birch Equity Holdings, LP and Birch-OR Equity Holdings, LLC (together, the “Investors”), who are affiliates of One Rock Capital Partners, LLC (“One Rock”), under the terms of an Investment Agreement, dated as of August 28, 2023 (the “Investment Agreement”).

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You have three options for submitting your vote before the Annual Meeting:

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Internet, through a computer or mobile device such as a tablet or smartphone;

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Telephone; or

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Mail.

Please vote as soon as possible to record your vote promptly, even if you plan to attend the virtual Annual Meeting.

By Order of the Board of Directors,
Jonathan M. Gottsegen
Corporate Secretary
January 15, 2026
Blue Bell, Pennsylvania

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on Tuesday, March 3, 2026: The Proxy Statement and 2025 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended September 30, 2025, are available at www.voteproxy.com.

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	Page
GENERAL INFORMATION		1
PROPOSAL NO. 1 — ELECTION OF DIRECTORS		7
Nominees for Election to the Board of Directors in 2026		8
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS		12
Communications with the Board		12
Director Independence and Independence Determinations		12
Board Structure		12
Board Committees and Meetings		13
Oversight of Risk Management		15
Executive Sessions		15
Committee Charters and Corporate Governance Guidelines		15
Insider Trading Policy and Hedging and Pledging		16
Code of Conduct		16
Our Commitment to Corporate Responsibility		16
Director Nomination Process		18
Executive Officers of the Company		20
PROPOSAL NO. 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		22
Audit and Non-Audit Fees		22
REPORT OF THE AUDIT COMMITTEE		24
EQUITY COMPENSATION PLAN INFORMATION		25
REPORT OF THE COMPENSATION COMMITTEE		26
EXECUTIVE COMPENSATION		27
Compensation Discussion and Analysis		27
Summary Compensation Table		36
Grants of Plan-Based Awards in Fiscal 2025		37
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table		38
Outstanding Equity Awards at Fiscal 2025 End		41
Option Exercises and Stock Vested in Fiscal 2025		43
Non-Qualified Deferred Compensation — Fiscal 2025		44
Potential Payments to Named Executive Officers Upon Termination of Employment or Change of Control		44
Pay Ratio Disclosure		49
Pay Ratio Methodology		49
Pay Versus Performance		50
Director Compensation in Fiscal 2025		53
OWNERSHIP OF SECURITIES		55
TRANSACTIONS WITH RELATED PERSONS		57
STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING		61
HOUSEHOLDING OF ANNUAL MEETING MATERIALS		61
OTHER BUSINESS		62

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980 Jolly Road
Blue Bell, Pennsylvania 19422

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 3, 2026

GENERAL INFORMATION

Why am I being provided with these materials?

We first sent a Notice of Internet Availability of Proxy Materials and made these proxy materials available to you via the Internet on or about January 15, 2026 or, upon your request, have delivered printed versions to you by mail in connection with the solicitation by the Board of Directors (the “Board”) of BrightView Holdings, Inc. of proxies to be voted at our Annual Meeting to be held on March 3, 2026, and at any postponements or adjournments of the Annual Meeting. Directors, officers and other Company employees also may solicit proxies by telephone or otherwise. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. You are invited to attend the Annual Meeting online and vote your shares electronically during the Annual Meeting.

What am I voting on?

The holders of our Common Stock and the holders of our Series A Preferred Stock, voting together as a single class, will be asked to vote on the following two proposals scheduled to be voted on at the Annual Meeting:

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Proposal No. 1: Election of the seven director nominees listed in this Proxy Statement (the “Nominee Proposal”).

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Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for Fiscal 2026 (the “Ratification Proposal”).

The holders of our Series A Preferred Stock will vote with the holders of our Common Stock on an as-converted basis, voting together as a single class, on the matters set forth above. In addition, the holders of our Series A Preferred Stock, will be asked to vote as a separate class on the election of two additional director nominees (Josh Goldman and Kurt Barker), designated by the Investors, who are affiliates of One Rock, under the terms of the Investment Agreement.

Who is entitled to vote?

You are entitled to vote online at the virtual Annual Meeting if you owned shares of our Common Stock or Series A Preferred Stock as of the close of business on January 7, 2026 (the “Record Date”). On the Record Date, 94,491,213 shares of our Common Stock were outstanding and eligible to be voted and 500,000 shares of Series A Preferred Stock, representing 54,241,750 shares of Common Stock on an as-converted basis, were outstanding and eligible to be voted. Each share of Common Stock owned as of the close of business on the Record Date is entitled to one vote on each matter that is properly brought before the Annual Meeting and on which holders of our Common Stock are entitled to vote, including shares:

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Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”); and

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•

Held for you in an account with a broker, bank or other nominee (shares held in “street name”) — street name holders generally cannot vote their shares directly and instead must instruct the broker, bank or other nominee how to vote their shares.

Each record holder of Series A Preferred Stock will have a number of votes equal to the largest number of whole shares of Common Stock into which such shares are convertible on the Record Date on each matter that is properly brought before the Annual Meeting and on which holders of Series A Preferred Stock are entitled to vote together with Common Stock as a single class; provided, however, that in no event shall the Series A Preferred Stock be convertible into Common Stock in a manner that would result in the Investors, their permitted transferees and affiliates holding more than 49% (together with any shares of Common Stock otherwise held by the Investors, permitted transferees and their affiliates) of the then issued and outstanding Common Stock (the “Conversion Limitation”). In addition, each holder of record of Series A Preferred Stock will have one vote for each share of Series A Preferred Stock on each matter that is properly brought before the Annual Meeting and on which holders of Series A Preferred Stock are entitled to vote separately, as a class.

What constitutes a quorum?

The holders of record of a majority of the voting power of the issued and outstanding shares of our capital stock entitled to vote at the Annual Meeting must be present in person or represented by proxy to constitute a quorum for the Annual Meeting. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “broker non-votes” as described below also are counted as present and entitled to vote for purposes of determining a quorum. Virtual attendance at the Annual Meeting constitutes presence in person for purposes of a quorum.

What is a “broker non-vote”?

A broker non-vote occurs when shares held by a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at its discretion. Under current New York Stock Exchange (“NYSE”) interpretations that govern broker non-votes, the Nominee Proposal is considered non-discretionary and a broker will lack the authority to vote shares at its discretion on such proposal. The Ratification Proposal is considered a discretionary matter, and a broker will be permitted to exercise its discretion on such proposal.

Why are holders of our Common Stock being asked to vote on the election of only seven out of the nine director nominees up for election?

A total of nine director nominees will be voted upon at the Annual Meeting. Holders of our Common Stock and holders of our Series A Preferred Stock, voting together as a single class, are being asked to vote on seven of the nine director nominees. The eighth and ninth director nominee will be voted upon only by the holders of our Series A Preferred Stock. Pursuant to the Investment Agreement (see “One Rock Investment” beginning on page 58) and based on their current level of ownership, the holders of our Series A Preferred Stock are entitled to designate two director nominees for election to the Board and vote separately as a class on their election.

Why do holders of Series A Preferred Stock have voting rights that differ from those of the holders of Common Stock with respect to the election of directors?

The central voting rights of our Series A Preferred Stock generally adhere to the one-share, one-vote principle (based on the number of shares of Common Stock issuable upon a conversion of our Series A Preferred Stock (subject to the Conversion Limitation)). On matters where holders of Common Stock and Series A Preferred Stock vote together as a single class, each holder of the Series A Preferred Stock is entitled to a number of votes that is equivalent to the number of shares of Common Stock issuable upon a conversion of that holder’s Series A Preferred Stock (see “One Rock Investment” beginning on page 58). The Series A Preferred Stock does not have disproportionate voting power as compared to the Common Stock on matters where it votes as a single class with the Common Stock. There are no “high-vote”

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mechanisms that entitle the holders of Series A Preferred Stock to cast votes on these matters in excess of the number of shares of Common Stock issuable upon a conversion of the Series A Preferred Stock. As is not uncommon for preferred stock investors, One Rock, through its affiliates, the Investors (as the holders of our Series A Preferred Stock), have the right to elect two directors to our Board, subject to a fall-away concept described below.

The voting rights of the Series A Preferred Stock are subject to qualifications. As a general matter, the Investors’ right to elect two directors is limited to the Investors. If the Investors cease to beneficially own, in the aggregate, at least 60% of the shares of Series A Preferred Stock and/or underlying shares of Common Stock issued on conversion of Series A Preferred Stock, the right to elect one of the two directors falls away. If the Investors cease to beneficially own, in the aggregate, at least 20% of the shares of Series A Preferred Stock and/or underlying shares of Common Stock issued on conversion of Series A Preferred Stock, the right to elect the second director falls away.

Moreover, we will have the right to redeem in cash all or a portion of the Series A Preferred Stock at our election on or after August 28, 2027. Given that the exclusive right of the Series A Preferred Stock to elect directors is limited to two directors on our Board and the qualifications described above, we believe that the voting rights of the Series A Preferred Stock do not inappropriately favor the holders of our Series A Preferred Stock.

How many votes do I have?

Each record holder of our Common Stock will have the right to cast one vote for each share of Common Stock on each matter that is properly brought before the Annual Meeting and on which holders of our Common Stock are entitled to vote. As of the Record Date, there were 94,491,213 shares of Common Stock outstanding.

In addition, each holder of record of Series A Preferred Stock will have one vote for each share of Series A Preferred Stock on each matter that is properly brought before the Annual Meeting and on which holders of Series A Preferred Stock are entitled to vote separately, as a class.

Are there any requirements on how the holders of the Series A Preferred Stock must vote on matters properly brought before the Annual Meeting?

Under the Investment Agreement, the Investors (i.e., One Rock) are required to vote their shares of our Series A Preferred Stock (i) for ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal 2026 and (ii) in favor of any proposal that One Rock’s director designees have approved as members of the Board.

How many votes are required to approve each proposal?

With respect to the Nominee Proposal, each director is elected at the Annual Meeting by a plurality vote, which means that the director nominees with the greatest number of votes cast, even if less than a majority, will be elected (with holders of our Common Stock and holders of Series A Preferred Stock voting together as a single class). There is no cumulative voting.

With respect to the election to the Board of Josh Goldman and Kurt Barker, the holders of our Series A Preferred Stock, voting as a separate class, will elect such director nominees under the terms of the Investment Agreement.

With respect to the Ratification Proposal, approval requires a vote of the holders of a majority of the voting power of the shares of our stock present in person or represented by proxy and entitled to vote on the proposal (with holders of our Common Stock and holders of Series A Preferred Stock voting together as a single class).

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How are votes counted?

With respect to the Nominee Proposal, you may vote “FOR” or “WITHHOLD” with respect to each nominee (with holders of our Common Stock and holders of Series A Preferred Stock voting together as a single class). Votes that are “withheld” will not count as a vote “for” or “against” a director because directors are elected by plurality voting. Broker non-votes and abstentions will have no effect on the outcome of the Nominee Proposal.

With respect to the election to the Board of Josh Goldman and Kurt Barker, the holders of our Series A Preferred Stock, voting as a separate class, may vote “FOR” or “WITHHOLD” with respect to each such nominee. Votes that are “withheld” will not count as a vote “for” or “against” a director because directors are elected by plurality voting. Broker non-votes and abstentions will have no effect on the outcome of the election to the Board of Josh Goldman and Kurt Barker.

With respect to the Ratification Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN” (with holders of our Common Stock and holders of Series A Preferred Stock voting together as a single class). Abstentions will be counted as a vote “AGAINST” the Ratification Proposal. Broker discretionary voting is permitted, so broker non-votes are not expected.

If you just sign and submit your proxy card without voting instructions, your shares will be voted “FOR” each director nominee listed herein and “FOR” the Ratification Proposal as recommended by the Board and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon.

Who will count the vote?

Representatives of Equiniti Trust Company, LLC (“EQ”) will tabulate the votes and act as inspector of elections.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

•

“FOR” each of the nominees to the Board set forth in this Proxy Statement.

•

“FOR” the Ratification Proposal.

How can I attend the Annual Meeting online?

This year’s Annual Meeting will be a virtual meeting, conducted exclusively via live webcast. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person.

You will be able to attend the Annual Meeting online and submit your questions during the Annual Meeting by visiting https://meetings.lumiconnect.com/200-807-773-025, password: brightview2026. To participate in the Annual Meeting, you will need the 11-digit control number included on your Notice of Internet Availability, on your proxy card, or on the instructions that accompanied your proxy materials.

Stockholders will have the same rights and opportunities to participate in our virtual Annual Meeting as they would at an in-person meeting.

The virtual Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the Annual Meeting.

The Annual Meeting webcast will begin promptly at 11:00 a.m. Eastern Time. We encourage you to access the Annual Meeting webcast prior to the start time. Online access to the Annual Meeting will open at 10:30 a.m. Eastern Time.

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How can I vote my shares before the Annual Meeting?

The voting process depends on whether you hold your shares in your own name (as the “stockholder of record”) or beneficially in “street name.” If you are a stockholder of record, you may vote by granting a proxy. Specifically, you may vote:

•

By Internet — You may submit your proxy by going to www.voteproxy.com and by following the instructions on how to complete an electronic proxy card.

•

By Telephone — You may submit your proxy by dialing 1-800-776-9437 and by following the recorded instructions.

•

By Mail — You may vote by mail by requesting a proxy card from us, indicating your vote by completing, signing and dating the card where indicated, and by mailing or otherwise returning the card in the envelope provided. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

If you hold your shares in street name, you may also submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker, or other nominee on how to submit voting instructions.

Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time on March 2, 2026 for the voting of shares held by stockholders of record or held in street name.

Mailed proxy cards or voting instruction forms must be mailed sufficiently in advance to be received and processed by our tabulator before the polls close at the Annual Meeting. Brokers, banks or nominees may have earlier cutoff deadlines.

How do I vote online during the Annual Meeting?

If you are a stockholder of record, you may vote your shares by attending the Annual Meeting online and following the on-screen voting instructions.

If you hold your shares in “street name,” you may need to follow additional instructions provided by your broker in order to vote your shares and submit questions during the Annual Meeting. Your broker may require you to obtain a legal proxy which must reflect the number of shares you hold along with your name and email address. The legal proxy must then be submitted to EQ at proxy@equiniti.com, by fax to 718-765-8730, or mailed to:

Equiniti Trust Company, LLC Attn: Proxy Tabulation Department
55 Challenger Road
Suite 200B, 2nd Floor
Ridgefield Park, NJ 07660

Your submission to EQ must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time, on Friday, February 27, 2026. A confirmation of registration email and 11-digit voter control number from EQ will be issued after registration materials have been received.

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual Annual Meeting website?

If you encounter any technical difficulties with the virtual Annual Meeting website on the Annual Meeting day, please call the technical support number that will be posted on the virtual Annual Meeting log in page. Technical support will be available starting at 10:30 a.m. Eastern Time on Tuesday, March 3, 2026 and until the Annual Meeting has finished.

How do I submit a question at the Annual Meeting?

Stockholders will be able to submit questions live during the virtual Annual Meeting by following the on-screen instructions. We will answer questions relevant to meeting matters and that otherwise comply with

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the Annual Meeting rules of conduct. Questions regarding personal matters or matters not relevant to the Annual Meeting will not be answered.

What does it mean if I receive more than one Notice of Internet Availability on or about the same time?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you vote by Internet or telephone, vote once for each notice of internet availability you receive.

May I change my vote or revoke my proxy?

You may change your vote and revoke your proxy at any time prior to the vote at the Annual Meeting.

If you are the stockholder of record, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method), by providing a written notice of revocation to the Company’s Corporate Secretary at BrightView Holdings, Inc., 980 Jolly Road, Blue Bell, Pennsylvania 19422 prior to your shares being voted, or by attending the Annual Meeting online and voting. Attendance virtually at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, trustee or nominee following the instructions it has provided, or, if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the Annual Meeting online and voting.

Could other matters be decided at the Annual Meeting?

We do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement.

If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

We also have retained D.F. King & Co., Inc. to assist in soliciting proxies. We expect to pay D.F. King & Co., Inc. approximately $12,000 plus expenses in connection with its solicitation of proxies.

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PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Our business and affairs are managed under the direction of the Board. The Board is currently comprised of nine directors, eight of whom are independent under the corporate governance standards of the NYSE. All of our directors are subject to annual election.

Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated the following nine individuals to serve for one-year terms expiring at the 2027 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified: James R. Abrahamson; Dale A. Asplund; Kurt Barker; Jane Okun Bomba; William Cornog; Josh Goldman; Frank Lopez; Paul E. Raether and Mara Swan. All of our director nominees currently serve on our Board.

Seven of the nine director nominees will be voted upon by the holders of our Common Stock and the holders of our Series A Preferred Stock, voting together as a single class. Proxies solicited by the Board will be exercised for the election of each of the following seven nominees: James R. Abrahamson; Dale A. Asplund; Jane Okun Bomba; William Cornog; Frank Lopez; Paul E. Raether and Mara Swan, unless you vote “withhold” with respect to one or more of the nominees or elect to abstain from voting.

Two of the nine director nominees, Kurt Barker and Josh Goldman, have been designated by the Investors under the terms of the Investment Agreement (the “One Rock Designees”). The holders of Series A Preferred Stock will vote separately, as a class, on the election of each of Messrs. Barker and Goldman to hold office until the 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualified (or until his earlier death, resignation, retirement, disqualification, or removal). Only the holders of Series A Preferred Stock have the right to vote on the election of each of Messrs. Barker and Goldman and proxies solicited by the Board from holders of our Series A Preferred Stock will be exercised for the election of Messrs. Barker and Goldman unless the Investors vote “against” or abstain from voting for Messrs. Barker and Goldman. For so long as the Investors or their respective affiliates beneficially own, in the aggregate, at least 60% of the shares of Series A Preferred Stock and/or underlying shares of Common Stock issued on conversion of Series A Preferred Stock, the Investors will have the right to designate two individuals for election to the Board. After the Investors cease to beneficially own, in the aggregate, at least 60% of the shares of our Series A Preferred Stock (or underlying shares of Common Stock to be issued on conversion of the Series A Preferred Stock), the Investors will have the right to designate one individual for election to the Board. The Investors will no longer be entitled to designate any individuals for election to the Board after the Investors cease to own, in the aggregate, at least 20% of the shares of our Series A Preferred Stock and/or underlying shares of Common Stock issued on conversion of Series A Preferred Stock. Further, our obligation to have any individual elected to the Board or to nominate any individual to the Board shall in each case be subject to the qualifications set forth in the Investment Agreement. In the event the Investors or their respective affiliates no longer beneficially own, in the aggregate, at least 60% of the shares of our Series A Preferred Stock or an equivalent amount of our Common Stock, on an as-converted basis, (i) at the request of a majority of the directors then in office or the Chairman of the Board, one of the One Rock Designees shall resign immediately from the Board and any committee thereof or (ii) if no such request is made, such One Rock Designee shall continue to serve until his or her term expires at the next annual meeting of stockholders of the Company (unless such One Rock Designee otherwise elects to resign). In the event the Investors or their respective affiliates no longer beneficially own, in the aggregate, at least 20% of the shares of our Series A Preferred Stock or an equivalent amount of our Common Stock, on an as-converted basis, (i) at the request of a majority of the directors then in office or the Chairman of the Board, the remaining One Rock Designee shall resign immediately from the Board and any committee thereof or (ii) if no such request is made, such remaining One Rock Designee shall continue to serve until his or her term expires at the next annual meeting of stockholders of the Company.

Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) attached to this Proxy Statement intend to vote the proxies held by them “FOR” the election of the seven director nominees. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board. The Investors intend to vote “FOR” the election of the One Rock Nominees. If any of the One Rock Nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), the Investors will vote for another One Rock Nominee in accordance with the terms of the Investment Agreement.

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Nominees for Election to the Board in 2026

The following information describes the offices held, other business directorships and other background information for each director nominee. We believe that our director nominees collectively provide an appropriate mix of experience and skills relevant to the size and nature of our business. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below.

Seven Nominees for Election as Directors with a term expiring at the 2027 Annual Meeting of Stockholders, to be elected by the holders of our Common Stock and holders of Series A Preferred Stock, voting together as a single class.

Name	Age	Principal Occupation and Other Information
James R. Abrahamson	70	James R. Abrahamson served as interim President and Chief Executive Officer of the Company from June 1, 2023, until September 30, 2023, and has been a member of the Board since August 2015. Mr. Abrahamson’s public company board experience includes currently serving as independent Board Chair of VICI Properties, Inc. (NYSE: VICI), a leading REIT comprised of large-scale experiential focused destination resort and gaming facilities across the country, since its inception in October 2017 and subsequent IPO in February 2018. Previously, Mr. Abrahamson served as an independent director of CorePoint Lodging Inc. (NYSE: CPLG), a leading midscale hotel REIT comprised of over 100 hotels, from its launch and IPO in May 2018 until its sale to Highgate in February 2022. Mr. Abrahamson served as an independent director of LaQuinta Holdings (NYSE: LQ) from 2015 until its sale to Wyndham Hotels & Resorts in 2018 and as an executive director of the board of Intercontinental Hotels Group (LON: IHG) in 2010 and 2011. Mr. Abrahamson’s corporate career includes prior service as Chief Executive Officer of Interstate Hotels & Resorts (“Interstate”), a privately held leading global hotel management company comprised of approximately 500 hotels from 2011 to March 2017; he was named to the position of Chairman and CEO in October 2016. He then served as Board Chair from March 2017 until the sale of Interstate to Aimbridge Hospitality in October 2019. Prior to joining Interstate in 2011, Mr. Abrahamson held senior leadership positions with InterContinental Hotels Group (LON: IHG), Hyatt Corporation (NYSE: H), Marcus Corporation (NYSE: MCS) and Hilton Worldwide (NYSE: HLT). Mr. Abrahamson has also previously served as President of the Marriott International National Association owners’ organization in 2017 and 2018, as Board Chair of the American Hotel and Lodging Association in 2015 and 2016 and as Board Chair of the U.S. Travel Association in 2013 and 2014. He holds a degree in Business Administration from the University of Minnesota.
Dale A. Asplund	57	Dale A. Asplund has served as President and CEO of the Company since October 2023 and has been a member of the Board since October 2023. Prior to joining the Company, Mr. Asplund served as Executive Vice President, Chief Operating Officer of United Rentals, Inc. from May 2019 until September 2023. In this role, Mr. Asplund served on the executive leadership team with company-wide responsibility for operations and employee safety. Prior to this role, Mr. Asplund served as Executive Vice President, Business Services and Chief Information Officer at United Rentals, Inc. from January 2017 to May 2019. Mr. Asplund joined United

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SEC Form DEF 14A filed by BrightView Holdings Inc.