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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 directo