BrightView Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549​

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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:

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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BRIGHTVIEW HOLDINGS, INC.

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(Name of Registrant as Specified In Its Charter)​

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

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

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No fee required.

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Fee paid previously with preliminary materials.

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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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January 16, 2025​

Dear Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of BrightView Holdings, Inc. to be held on Tuesday, March 4, 2025 at 11:00 a.m., Eastern Time. This year’s Annual Meeting will be virtual. You will be able to attend the meeting online, vote your shares and submit your questions by visiting https://web.lumiconnect.com/298109712, password: brightview2025.

As permitted by the rules of the Securities and Exchange Commission, we are furnishing our proxy materials to stockholders primarily over the Internet. We believe this process expedites receipt, reduces costs and conserves natural resources. We sent a Notice of Internet Availability of Proxy Materials on or about January 16, 2025 to our stockholders of record at the close of business on January 7, 2025. The notice contains instructions on how to access our Proxy Statement and 2024 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

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

Date

Tuesday, March 4, 2025

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Time

11:00 a.m. Eastern Time. Online check-in will begin at 10:30 a.m. Eastern Time, and you should allow ample time for online check-in procedures.

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Place

Online via webcast at https://web.lumiconnect.com/298109712, password: brightview2025. 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://web.lumiconnect.com/298109712, password: brightview2025.

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Record date

The Board of Directors has fixed the close of business on January 7, 2025 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.

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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:

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(1)

To elect the seven director nominees listed therein.

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(2)

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2025 (“Fiscal 2025”).

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(3)

To approve a non-binding, advisory resolution approving the compensation of our named executive officers.

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(4)

To provide a non-binding, advisory vote on the frequency (every one, two or three years) of the non-binding, advisory stockholder vote to approve the compensation of our named executive officers.

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(5)

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

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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, who are affiliates of One Rock Capital Partners, LLC, under the terms of an Investment Agreement, dated as of August 28, 2023.

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.

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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

January 16, 2025

Blue Bell, Pennsylvania