ABM INDUSTRIES INC /DE/

Previous wording

In the fourth quarter of 2025, we launched a Restructuring Program to further streamline our operations and improve the efficiency of our support functions. This initiative is intended to enhance overall organizational effectiveness and ensure alignment between our cost structure and strategic growth objectives. Once fully implemented in 2026, this program is expected to deliver approximately $35.0 million of annualized cost savings. We recognized $20.1 million of cumulative restructuring charges under this program through the second quarter of 2026. The range of the remaining costs to be incurred related to the Restructuring Program cannot be reasonably estimated at this time.

Current wording

In the fourth quarter of 2025, we launched a Restructuring Program to further streamline our operations and improve the efficiency of our support functions. This initiative is intended to enhance overall organizational effectiveness and ensure alignment between our cost structure and strategic growth objectives. Once fully implemented in 2026, this program is expected to deliver approximately $35.0 million of annualized cost savings. We recognized $28.0 million of cumulative restructuring charges under this program through the third quarter of 2026. The range of the remaining costs to be incurred related to the Restructuring Program cannot be reasonably estimated at this time.

Previous wording

•We had an increase in operating profit of $4.6 million, to $86.9 million, during the three months ended April 30, 2026, as compared to the prior year period. The increase was primarily attributed to increase in revenues and decrease in certain discrete transformational costs under our ELEVATE strategy.

Current wording

•We had an increase in operating profit of $8.1 million, to $91.5 million, during the three months ended July 31, 2026, as compared to the prior year period. The increase was primarily attributed to an increase in revenues and a decrease in certain general and administrative compensation expenses, primarily due to reduced headcount as a result of the Restructuring Program. The increase was partially offset by restructuring charges incurred during the third quarter of 2026 under our Restructuring Program.

Previous wording

•Net cash provided by operating activities was $128.2 million for the six months ended April 30, 2026, as compared to cash used in operating activities of $73.9 million for the six months ended April 30, 2025. The $202.1 million improvement was primarily driven by favorable working capital changes, including improved cash collections and timing of payments.

Current wording

•Net cash provided by operating activities was $275.0 million for the nine months ended July 31, 2026, as compared to $101.0 million for the nine months ended July 31, 2025. The $174.0 million improvement was primarily driven by favorable working capital changes, including improved cash collections, and timing of payments.

Previous wording

•Dividends of $34.2 million were paid to shareholders, and dividends totaling $0.580 per common share were declared during the six months ended April 30, 2026. Additionally, we repurchased 0.1 million shares for $3.0 million, excluding excise taxes, during the three months ended April 30, 2026.

Current wording

•Dividends of $51.2 million were paid to shareholders, and dividends totaling $0.87 per common share were declared during the nine months ended July 31, 2026.

Previous wording

•At April 30, 2026, total outstanding borrowings under our Amended Credit Facility were $1.9 billion. At April 30, 2026, we had up to $518.9 million of borrowing capacity.

Current wording

•At July 31, 2026, total outstanding borrowings were $1.8 billion. At July 31, 2026, we had up to $495.3 million of borrowing capacity.

Previous wording

Selling, general and administrative expenses decreased by $4.0 million, or 2.3%, to $171.1 million during the three months ended April 30, 2026, as compared to the prior year period. The decrease in selling, general and administrative expenses was primarily attributable to:

Current wording

Selling, general and administrative expenses decreased by $6.2 million, or 3.5%, to $171.3 million during the three months ended July 31, 2026, as compared to the prior year period. The decrease in selling, general and administrative expenses was primarily attributable to:

Previous wording

•a $1.9 million increase in compensation and related expenses primarily due to higher salaries, certain incentive plans, and headcount expansion from the WGNSTAR Acquisition within M&D.

Current wording

•a $7.3 million decrease in compensation and related expenses primarily due to reduced headcount as a result of the Restructuring Program, partially offset by headcount expansion from the WGNSTAR Acquisition within M&D; and

Previous wording

Amortization of intangible assets increased by $2.7 million, or 20.5%, to $15.9 million during the three months ended April 30, 2026, as compared to the prior year period. The increase was primarily attributable to the amortization of intangibles acquired as part of the WGNSTAR Acquisition.

Current wording

Amortization of intangible assets increased by $2.1 million, or 15.8%, to $15.5 million during the three months ended July 31, 2026, as compared to the prior year period. The increase was primarily attributable to the amortization of intangibles acquired as part of the WGNSTAR Acquisition.

Previous wording

Interest expense increased by $4.2 million, or 17.6%, to $28.1 million during the three months ended April 30, 2026, as compared to the prior year period, and was driven by higher borrowings from our Amended Credit Facility, including the First Incremental Term Loan, to fund the WGNSTAR Acquisition and working capital requirements.

Current wording

Interest expense increased by $4.2 million, or 16.6%, to $29.5 million during the three months ended July 31, 2026, as compared to the prior year period, and was driven by higher borrowings from our Amended Credit Facility, including the First Incremental Term Loan, to fund the WGNSTAR Acquisition and working capital requirements.

Previous wording

Our effective tax rates from income on operations for the three months ended April 30, 2026, and April 30, 2025, were 27.9% and 29.4%, respectively, resulting in provisions for taxes of $16.6 million and $17.6 million, respectively.

Current wording

Our effective tax rates from income on operations for the three months ended July 31, 2026, and July 31, 2025, were 21.3% and 29.6%, respectively, resulting in provisions for taxes of $13.5 million and $17.6 million, respectively.

Previous wording

We had a loss of $1.6 million on interest rate swaps during the three months ended April 30, 2026, as compared to a loss of $5.4 million during the three months ended April 30, 2025, primarily due to underlying changes in the fair value of our interest rate swaps.

Current wording

We had a gain of $2.5 million on interest rate swaps during the three months ended July 31, 2026, as compared to a gain of $0.8 million during the three months ended July 31, 2025, primarily due to underlying changes in the fair value of our interest rate swaps.

Previous wording

We had a foreign currency translation loss of $3.8 million during the three months ended April 30, 2026, as compared to a foreign currency translation gain of $14.3 million during the three months ended April 30, 2025. This change was due to fluctuations in the exchange rate between the U.S. dollar (“USD”) and the British pound sterling (“GBP”). Future gains and losses on foreign currency translation will be dependent upon changes in the relative value of foreign currencies to the USD and the extent of our foreign assets and liabilities.

Current wording

We had a foreign currency translation loss of $2.3 million during the three months ended July 31, 2026, as compared to a foreign currency translation loss of $1.5 million during the three months ended July 31, 2025. This change was due to fluctuations in the exchange rate between the U.S. dollar (“USD”) and the British pound sterling (“GBP”). Future gains and losses on foreign currency translation will be dependent upon changes in the relative value of foreign currencies to the USD and the extent of our foreign assets and liabilities.

Previous wording

M&D revenues increased by $65.8 million, or 16.5%, to $463.8 million during the three months ended April 30, 2026, as compared to the prior year period. Revenue growth was comprised of acquisition growth of 9.2% and organic growth of 7.3%. Acquisition growth was driven by a $36.6 million revenue increase from the WGNSTAR Acquisition. The increase in organic revenue was primarily attributable to the expansion of business with existing clients and new business wins.

Current wording

M&D revenues increased by $72.1 million, or 17.6%, to $481.0 million during the three months ended July 31, 2026, as compared to the prior year period. Revenue growth was comprised of acquisition growth of 9.9% and organic growth of 7.8%. Acquisition growth was driven by a $40.4 million revenue increase from the WGNSTAR Acquisition. The increase in organic revenue was primarily attributable to expansion of business with existing clients and new business wins primarily within the semiconductor industry.

Previous wording

Aviation revenues increased by $78.3 million, or 14.8%, to $608.5 million during the six months ended April 30, 2026, as compared to the prior year period. The increase was primarily attributable to new business and scope expansions with the existing clients both domestically and internationally. Management reimbursement revenues for this segment totaled $29.5 million and $23.2 million for the six months ended April 30, 2026 and 2025, respectively.

Current wording

Aviation revenues increased by $36.4 million, or 12.5%, to $328.1 million during the three months ended July 31, 2026, as compared to the prior year period. The increase was primarily attributable to new business wins driven largely by a U.K.-based airport and new business and scope expansions across the domestic and international markets. Management reimbursement revenues for this segment totaled $12.5 million and $13.3 million for the three months ended July 31, 2026 and 2025, respectively.

Previous wording

Operating profit decreased by $0.2 million, or 0.9%, to $16.3 million for the three months ended April 30, 2026, as compared to the prior year period. Operating profit margin decreased by 108 bps to 5.3% in the three months ended April 30, 2026. The operating profit margin decreased primarily due to contract and service mix as well as weather-related disruptions.

Current wording

Operating profit decreased by $1.3 million, or 6.9%, to $18.4 million for the three months ended July 31, 2026, as compared to the prior year period. Operating profit margin decreased by 117 bps to 5.6% in the three months ended July 31, 2026. The operating profit margin decreased primarily due to contract and service mix.

Previous wording

Education revenues increased by $4.4 million, or 1.9%, to $232.2 million during the three months ended April 30, 2026, as compared to the prior year period. The increase was primarily attributable to price escalations on certain contracts.

Current wording

Education revenues increased by $0.7 million, or 0.3%, to $235.8 million during the three months ended July 31, 2026, as compared to the prior year period. The increase was primarily attributable to price escalations on certain contracts.

Previous wording

Operating profit increased by $2.6 million, or 18.8%, to $16.4 million for the three months ended April 30, 2026, as compared to the prior year period. Operating profit margin increased by 100 bps to 7.0% in the three months ended April 30, 2026, from 6.0% in the prior year period. The increase in operating profit margin was primarily attributable to favorable pricing and labor management, including strict control over overtime cost.

Current wording

Operating profit increased by $1.9 million, or 8.7%, to $23.0 million for the three months ended July 31, 2026, as compared to the prior year period. Operating profit margin increased by 75 bps to 9.7% in the three months ended July 31, 2026, from 9.0% in the prior year period. The increase in operating profit margin was primarily attributable to favorable pricing and labor management, including strict control over overtime costs.

Previous wording

Technical Solutions revenues increased by $57.2 million, or 27.2%, to $267.3 million during the three months ended April 30, 2026, as compared to the prior year period. Revenue growth was comprised of organic growth of 21.5% and acquisition growth of 5.7%. The organic revenue growth was primarily driven by battery energy storage system and related energy infrastructure projects as well as microgrid projects. Acquisition growth was driven by a $12.0 million revenue increase from the LMC Acquisition.

Current wording

Technical Solutions revenues increased by $10.4 million, or 4.2%, to $259.9 million during the three months ended July 31, 2026, as compared to the prior year period. Revenue growth was comprised of organic growth of 2.1% and acquisition growth of 2.1%. The organic revenue growth was primarily driven by higher project revenues in energy and power solutions and HVAC services, partially offset by a decrease in microgrid revenue due to project delays. Acquisition growth was driven by a $5.3 million revenue increase from the LMC Acquisition.

Previous wording

Corporate expenses decreased by $3.9 million, or 4.7%, to $79.0 million during the three months ended April 30, 2026, as compared to the prior year period. The decrease in corporate expenses was primarily attributable to:

Current wording

Corporate expenses decreased by $0.3 million, or 0.3%, to $85.4 million during the three months ended July 31, 2026, as compared to the prior year period. The decrease in corporate expenses was primarily attributable to:

Previous wording

•a $3.1 million increase in restructuring charges under our Restructuring Program; and

Current wording

•a $7.8 million increase in restructuring charges under our Restructuring Program; and

Previous wording

Six Months Ended April 30, 2026, Compared with the Six Months Ended April 30, 2025

Current wording

Nine Months Ended July 31, 2026, Compared with the Nine Months Ended July 31, 2025

Previous wording

Revenues increased by $306.9 million, or 7.3%, to $4,533.5 million during the six months ended April 30, 2026, as compared to the prior year period. Revenue growth was comprised of organic growth of 5.8% and acquisition growth of 1.5%. The organic revenue growth was primarily driven by net new business and expansion of business with existing customers, primarily within Aviation and M&D, as well as higher project revenues for battery energy storage system and related energy infrastructure projects, and microgrid projects within Technical Solutions. Acquisition growth was driven by a $61.5 million revenue increase from the WGNSTAR and LMC acquisitions.

Current wording

Revenues increased by $400.1 million, or 6.2%, to $6,850.6 million during the nine months ended July 31, 2026, as compared to the prior year period. Revenue growth was comprised of organic growth of 4.5% and acquisition growth of 1.7%. The organic revenue growth was primarily driven by net new business and expansion of business with existing clients primarily within Aviation and M&D, as well as higher project revenues in energy and power solutions and HVAC services within Technical Solutions. Acquisition growth was driven by a $107.1 million revenue increase from the WGNSTAR and LMC acquisitions.

Previous wording

Operating expenses increased by $300.4 million, or 8.1%, to $3,996.5 million during the six months ended April 30, 2026, as compared to the prior year period. Gross margin decreased by 71 bps to 11.8% in the six months ended April 30, 2026, from 12.6% in the six months ended April 30, 2025. The decrease in gross margin was primarily driven by contract and service mix within B&I, M&D, and Aviation, and weather-related impacts in Aviation and Technical Solutions, partially offset by operational efficiencies, particularly in managing overtime, in Education.

Current wording

Operating expenses increased by $381.8 million, or 6.8%, to $6,027.5 million during the nine months ended July 31, 2026, as compared to the prior year period. Gross margin decreased by 46 bps to 12.0% in the nine months ended July 31, 2026, from 12.5% in the nine months ended July 31, 2025. The decrease in gross margin was primarily driven by contract and service mix within B&I, M&D, Aviation, and Technical Solutions, partially offset by favorable pricing and operational efficiencies, particularly in managing overtime, within Education.

Previous wording

Selling, general and administrative expenses decreased by $3.2 million, or 1.0%, to $340.9 million during the six months ended April 30, 2026, as compared to the six months ended April 30, 2025. The decrease in selling, general and administrative expenses was primarily attributable to:

Current wording

Selling, general and administrative expenses decreased by $9.5 million, or 1.8%, to $512.2 million during the nine months ended July 31, 2026, as compared to the nine months ended July 31, 2025. The decrease in selling, general and administrative expenses was primarily attributable to:

Previous wording

Amortization of intangible assets increased by $1.4 million, or 5.2%, to $27.9 million during the six months ended April 30, 2026, as compared to the six months ended April 30, 2025. This increase was due to the amortization of intangibles acquired as part of the WGNSTAR Acquisition.

Current wording

Amortization of intangible assets increased by $3.5 million, or 8.8%, to $43.4 million during the nine months ended July 31, 2026, as compared to the nine months ended July 31, 2025. This increase was due to the amortization of intangibles acquired as part of the WGNSTAR Acquisition.

Previous wording

Interest expense increased by $5.3 million to $52.1 million during the six months ended April 30, 2026, as compared to the six months ended April 30, 2025. The increase was driven by higher borrowings from our Amended Credit Facility, including the First Incremental Term Loan, to fund the WGNSTAR Acquisition and working capital requirements.

Current wording

Interest expense increased by $9.5 million to $81.6 million during the nine months ended July 31, 2026, as compared to the nine months ended July 31, 2025. The increase was driven by higher borrowings from our Amended Credit Facility, including the First Incremental Term Loan, to fund the WGNSTAR Acquisition and working capital requirements.

Previous wording

Our effective tax rates on income from operations for the six months ended April 30, 2026, and April 30, 2025, were 26.8% and 25.6%, respectively, resulting in provisions for taxes of $30.0 million and $29.5 million, respectively.

Current wording

Our effective tax rates on income from operations for the nine months ended July 31, 2026, and July 31, 2025, were 24.8% and 26.9%, respectively, resulting in provisions for taxes of $43.5 million and $47.0 million, respectively.

Previous wording

Our effective tax rate for the six months ended April 30, 2026, was reduced by discrete items, primarily share based compensation. Our effective tax rate for the six months ended April 30, 2025, was reduced by discrete items, primarily return to provision adjustments related to our non-U.S. operations.

Current wording

Our effective tax rate for the nine months ended July 31, 2026, was reduced by discrete items, primarily research and development tax credits, enhanced WOTC, and share-based compensation. Our effective tax rate for the nine months ended July 31, 2025, was reduced by discrete items, primarily return to provision adjustments related to our non-U.S. operations.

Previous wording

We had a loss of $3.5 million during the six months ended April 30, 2026, as compared to a loss of $6.5 million during the six months ended April 30, 2025, primarily due to underlying changes in the fair value of our interest rate swaps.

Current wording

We had a loss of $1.0 million during the nine months ended July 31, 2026, as compared to a loss of $5.7 million during the nine months ended July 31, 2025, primarily due to underlying changes in the fair value of our interest rate swaps.

Previous wording

We had a foreign currency translation gain of $5.7 million during the six months ended April 30, 2026, as compared to a foreign currency translation gain of $6.7 million during the six months ended April 30, 2025. This change was due to fluctuations in the exchange rate between the USD and the GBP. Future gains and losses on foreign currency translation will be dependent upon changes in the relative value of foreign currencies to the USD and the extent of our foreign assets and liabilities.

Current wording

We had a foreign currency translation gain of $3.4 million during the nine months ended July 31, 2026, as compared to a foreign currency translation gain of $5.2 million during the nine months ended July 31, 2025. This change was due to fluctuations in the exchange rate between the USD and the GBP. Future gains and losses on foreign currency translation will be dependent upon changes in the relative value of foreign currencies to the USD and the extent of our foreign assets and liabilities.

Previous wording

B&I revenues increased by $42.5 million, or 2.1%, to $2,080.9 million during the six months ended April 30, 2026, as compared to the prior year period. The revenue increase was primarily driven by client expansions both domestic and international, partially offset by attrition of certain clients in the second quarter of 2026. Management reimbursement revenues for this segment totaled $147.9 million and $143.1 million for the six months ended April 30, 2026 and 2025, respectively.

Current wording

B&I revenues increased by $16.0 million, or 0.5%, to $3,093.2 million during the nine months ended July 31, 2026, as compared to the prior year period. The revenue increase was primarily driven by client expansions, partially offset by attrition of certain domestic clients in the second and third quarters of 2026. Management reimbursement revenues for this segment totaled $224.3 million and $218.4 million for the nine months ended July 31, 2026 and 2025, respectively.

Previous wording

Operating profit decreased by $6.0 million, or 3.7%, to $156.4 million during the six months ended April 30, 2026, as compared to the prior year period. Operating profit margin decreased by 45 bps to 7.5% in the six months ended April 30, 2026, from 8.0% in the six months ended April 30, 2025. The decrease in operating profit margin was primarily driven by contract and service mix.

Current wording

Operating profit decreased by $4.9 million, or 2.1%, to $231.3 million during the nine months ended July 31, 2026, as compared to the prior year period. Operating profit margin decreased by 20 bps to 7.5% in the nine months ended July 31, 2026, from 7.7% in the nine months ended July 31, 2025. The decrease in operating profit margin was primarily driven by contract and service mix, partially offset by labor efficiencies.

Previous wording

M&D revenues increased by $93.8 million, or 11.8%, to $886.1 million during the six months ended April 30, 2026, as compared to the prior year period. Revenue growth was comprised of organic growth of 7.2% and acquisition growth of 4.6%. The increase in organic revenue was primarily attributable to the expansion of business with existing clients and new business wins. Acquisition growth was driven by a $36.6 million revenue increase from the WGNSTAR Acquisition.

Current wording

M&D revenues increased by $165.9 million, or 13.8%, to $1,367.1 million during the nine months ended July 31, 2026, as compared to the prior year period. Revenue growth was comprised of organic growth of 7.4% and acquisition growth of 6.4%. The increase in organic revenue was primarily attributable to the expansion of business with existing clients and new business wins, including within the semiconductor industry. Acquisition growth was driven by a $76.9 million revenue increase from the WGNSTAR Acquisition.

Previous wording

Operating profit increased by $0.2 million, or 0.6%, to $28.9 million during the six months ended April 30, 2026, as compared to the prior year period. Operating profit margin decreased by 67 bps to 4.7% in the six months ended April 30, 2026, from 5.4% in the six months ended April 30, 2025. The decrease was primarily attributable to contract and service mix as well as weather-related disruptions.

Current wording

Operating profit decreased by $1.1 million, or 2.5%, to $47.3 million during the nine months ended July 31, 2026, as compared to the prior year period. Operating profit margin decreased by 85 bps to 5.0% in the nine months ended July 31, 2026, from 5.9% in the nine months ended July 31, 2025. The decrease was primarily attributable to contract and service mix as well as weather-related disruptions in the first half of 2026.

Previous wording

Education revenues increased by $7.7 million, or 1.7%, to $460.9 million during the six months ended April 30, 2026, as compared to the prior year period. The increase was primarily attributable to net new business and expansion of business with existing customers.

Current wording

Education revenues increased by $8.5 million, or 1.2%, to $696.7 million during the nine months ended July 31, 2026, as compared to the prior year period. The increase was primarily attributable to net new business and expansion of business with existing clients and price escalations on certain contracts.

Previous wording

Operating profit increased by $10.2 million, or 36.6%, during the six months ended April 30, 2026, as compared to the prior year period. Operating profit margin increased by 211 bps to 8.2% in the six months ended April 30, 2026, from 6.1% in the six months ended April 30, 2025. The increase in operating profit margin was primarily attributable to operational efficiencies, particularly in managing overtime, aided by the impact of weather-related school closures on operating costs.

Current wording

Operating profit increased by $12.0 million, or 24.6%, during the nine months ended July 31, 2026, as compared to the prior year period. Operating profit margin increased by 164 bps to 8.7% in the nine months ended July 31, 2026, from 7.1% in the nine months ended July 31, 2025. The increase in operating profit margin was primarily attributable to favorable pricing and operational efficiencies, particularly in managing overtime.

Previous wording

Technical Solutions revenues increased by $84.6 million, or 20.5%, to $497.1 million during the six months ended April 30, 2026, as compared to the prior year period. Revenue growth was comprised of organic growth of 14.5% and acquisition growth of 6.0%. The organic revenue increase was primarily driven by battery energy storage system and related energy infrastructure projects, microgrid projects, and mechanical projects. Acquisition growth was driven by a $24.9 million revenue increase from the LMC Acquisition.

Current wording

Technical Solutions revenues increased by $95.0 million, or 14.4%, to $757.0 million during the nine months ended July 31, 2026, as compared to the prior year period. Revenue growth was comprised of organic growth of 9.8% and acquisition growth of 4.6%. The organic revenue increase was primarily driven by energy and power solutions and HVAC services. Acquisition growth was driven by a $30.2 million revenue increase from the LMC Acquisition.

Previous wording

Corporate expenses decreased by $5.2 million, or 3.1%, to $160.9 million during the six months ended April 30, 2026, as compared to the prior year period. The decrease in corporate expenses was primarily attributable to:

Current wording

Corporate expenses decreased by $5.5 million, or 2.2%, to $246.3 million during the nine months ended July 31, 2026, as compared to the prior year period. The decrease in corporate expenses was primarily attributable to:

Previous wording

•a $6.8 million increase in restructuring charges under our Restructuring Program; and

Current wording

•a $14.6 million increase in restructuring charges under our Restructuring Program.

Previous wording

During the six months ended April 30, 2026, we made principal payments under the term loan of $18.2 million. At April 30, 2026, the total outstanding borrowings under our Amended Credit Facility in the form of cash borrowings and standby letters of credit were $1.9 billion and $23.5 million, respectively, and our weighted average interest rate on all outstanding borrowings, excluding letters of credit, was 5.66%. At April 30, 2026, we had up to $518.9 million of borrowing capacity.

Current wording

During the nine months ended July 31, 2026, we made principal payments under the term loan of $36.4 million. At July 31, 2026, the total outstanding borrowings in the form of cash borrowings and standby letters of credit were $1.8 billion and $22.4 million, respectively, and our weighted average interest rate on all outstanding borrowings, excluding letters of credit, was 5.53%. At July 31, 2026, we had up to $495.3 million of borrowing capacity.