ABM INDUSTRIES INC /DE/

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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February 13, 2026 Dear Fellow Stockholders,On behalf of the Board of Directors, it is my pleasure to share our perspectives on ABM Industries Incorporated’s performance and progress over the past year.Strategic ExecutionFiscal 2025 was a year of solid execution against the Company’s long-term strategic priorities. Despite a complex and evolving macroeconomic backdrop, ABM delivered record revenue and new sales bookings, underscoring the resilience of its business model and the effectiveness of its strategic focus. These results reflect disciplined decision-making, continued investment in differentiated capabilities, and the consistent delivery of essential services to a broad and diversified client base.Throughout the year, the Board constructively engaged with management on execution across the enterprise, with particular attention to growth, operational discipline, and risk management. ABM continued to strengthen its position in markets where scale, technical expertise, and reliability are increasingly valued, while maintaining balance across its portfolio. The Board was encouraged by the Company’s ability to drive growth while also enhancing underlying performance in several of its segments, reinforcing confidence in ABM’s long-term strategy.In addition to financial performance, the Board oversaw meaningful progress on several strategic initiatives designed to support sustainable value creation. These included continued modernization of the Company’s operating platform, targeted investments in technology and data capabilities, and actions to improve efficiency and scalability. While initiatives of this scope require thoughtful execution, the Board believes these efforts are essential to positioning ABM for long-term competitiveness and margin expansion.Capital AllocationABM continued to deploy capital in a disciplined manner, balancing reinvestment in the business with meaningful returns to shareholders. During the year, the Company repurchased shares, reduced its outstanding share count, and extended its long-standing dividend record, actions that reflect both confidence in the business and a continued commitment to long-term shareholder value.The Board also supported the Company’s corporate development actions as a strategic lever to enhance ABM’s capabilities and growth profile. In December 2025, ABM announced an agreement to acquire WGNSTAR, a provider of managed workforce solutions and equipment support services for the semiconductor and high-technology industries. The Board believes the transaction aligns well with ABM’s disciplined approach to mergers and acquisitions, which emphasizes strategic fit, long-term growth, and value creation. Taken together with the Company’s RavenVolt acquisition, which expanded ABM’s capabilities in energy resiliency and microgrids, these transactions reflect the Company’s strategy to build scale and expertise in high-growth markets where we believe ABM is well positioned to create shareholder value over time.GovernanceWe remain committed to having the right mix of skills, qualifications and technical expertise on the Board. In 2025 we added Carol Clements, Chief Digital and Technology Officer of JetBlue, and Barry Hytinen, Chief Financial Officer of Iron Mountain, as independent directors. Carol and Barry bring expertise in important areas such as technology, cybersecurity, capital allocation and mergers & acquisitions, reflecting the Board's thoughtful approach to align Board refreshment efforts with the evolution of our corporate strategy.

The Board was also deeply engaged in its governance and oversight responsibilities. We maintained a strong focus on enterprise risk management, internal controls, and leadership development, while reinforcing a culture grounded in safety, integrity, and accountability. Succession planning and talent development continue to be priorities, supporting continuity and long-term organizational strength.A Bright FutureAs we look ahead, the Board believes ABM enters fiscal 2026 from a position of strength. Record bookings in 2025, a healthy backlog, and continued demand across key end markets support a positive outlook. At the same time, we are ever mindful of broader economic conditions and are committed to prudent oversight as the Company navigates both opportunities and challenges in the year ahead.On behalf of the Board, I thank ABM’s employees for their dedication and professionalism, our clients for their trust, and you, our stockholders, for your continued support.

Sincerely,

Sudhakar KesavanChairman of the Board

ITEMS OF BUSINESS

Election of the twelve director nominees to serve one-year terms.

Advisory approval of our executive compensation.

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2026.

Transaction of such other business as may properly come before the Annual Meeting.

RECORD DATE

Stockholders of record at the close of business on January 26, 2026 are entitled to notice of, and to vote at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 25, 2026: The Notice of Annual Meeting, Proxy Statement, Proxy Card and Annual Report to Stockholders are available on the Internet at www.proxyvote.com.

Whether or not you plan to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card or voting instruction card you received in the mail.

By Order of the Board of Directors,

David R. Goldman

Vice President and Corporate Secretary

TABLE OF CONTENTS

Note About Forward-Looking Statements

This Proxy Statement contains both historical and forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. We make forward-looking statements related to future expectations, estimates, and projections that are uncertain and often contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “outlook,” “plan,” “predict,” “should,” “target,” or other similar words or phrases. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and assumptions that are difficult to predict. Particular risks and uncertainties that could cause our actual results to be materially different from those expressed in our forward-looking statements include those listed below:

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Our success depends on our ability to gain profitable business despite competitive market pressures.

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Our results of operations can be adversely affected by labor shortages, turnover, and labor cost increases.

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We may not be able to attract and retain qualified personnel and senior management we need to support our business.

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Investments in and changes to our businesses, operating structure, or personnel relating to our strategic initiatives, including the implementation of strategic transformations, enhanced business processes, and technology initiatives, may not have the desired effects on our financial condition and results of operations.

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Our ability to preserve long-term client relationships is essential to our continued success.

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Our use of subcontractors or joint venture partners to perform work under customer contracts exposes us to liability and financial risk.

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Our international business involves risks different from those we face in the United States that could negatively impact our results of operations and financial condition.

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Decreases in commercial office space utilization due to hybrid work models and increases in office vacancy rates could adversely affect our financial condition.

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Negative changes in general economic conditions, such as recessionary pressures, high interest rates, durable and non-durable goods pricing, changes in energy prices, or changes in consumer goods pricing could reduce the demand for our services and, as a result, reduce our revenue and earnings and adversely affect our financial condition.

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We may experience breaches of, or disruptions to, our information technology systems or those of our third-party providers or clients, or other compromises of our data that could adversely affect our business.

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Our ongoing implementation of new enterprise resource planning and related boundary systems could adversely impact our ability to operate our business, including the timing and amount of working capital needed, and report our financial results.

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Acquisitions, divestitures, and other strategic transactions could fail to achieve financial or strategic objectives, disrupt our ongoing business, and adversely impact our results of operations.

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We may not realize the growth opportunities and synergies that are anticipated from our acquisition of Iveagh New Opportunities Limited, a company incorporated in Ireland, and its direct and indirect wholly-owned subsidiaries.

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We manage our insurable risks through a combination of third-party purchased policies and self-insurance, and we retain a substantial portion of the risk associated with expected losses under these programs, which exposes us to volatility associated with those risks, including the possibility that changes in estimates to our ultimate insurance loss reserves could result in material charges against our earnings.

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Our risk management and safety programs may not have the intended effect of reducing our liability for personal injury or property loss.

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Unfavorable developments in our class and representative actions and other lawsuits alleging various claims could cause us to incur substantial liabilities.

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We are subject to extensive legal and regulatory requirements, which could limit our profitability by increasing the costs of legal and regulatory compliance.

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A significant number of our employees are covered by collective bargaining agreements that could expose us to potential liabilities in relation to our participation in multiemployer pension plans, requirements to make contributions to other benefit plans, and the potential for strikes, work slowdowns or similar activities, and union organizing drives.

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Our business may be materially affected by changes to fiscal and tax policies. Negative or unexpected tax consequences could adversely affect our results of operations.

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Future increases in the level of our borrowings and interest rates could affect our results of operations.

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Impairment of goodwill and long-lived assets could have a material adverse effect on our financial condition and results of operations.

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If we fail to maintain proper and effective internal control over financial reporting in the future, our ability to produce accurate and timely financial statements could be negatively impacted, which could harm our operating results and investor perceptions of our Company and as a result may have a material adverse effect on the value of our common stock.

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Our business may be negatively impacted by adverse weather conditions.

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Catastrophic events, disasters, pandemics, and terrorist attacks could disrupt our services.

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Actions of activist investors could disrupt our business.

The list of factors above is illustrative and by no means exhaustive. Additional information regarding these and other risks and uncertainties we face is contained in our Annual Report on Form 10-K for the year ended October 31, 2025, and in other reports (including all amendments to those reports) we file from time to time with the Securities and Exchange Commission.

We urge readers to consider these risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.