BrightView Holdings美股招股说明书(2025-06-04版)

10,000,000Shares BrightView Holdings, Inc. Common Stock The selling stockholder named in this prospectus supplement is offering 10,000,000shares of commonstock of BrightView Holdings, Inc. We will not receive any proceeds from the sale of our common stock bythe selling stockholder. Our common stock is listed on the New York Stock Exchange, or NYSE, under the symbol “BV.” OnJune 3, 2025, the closing sales price of our common stock as reported on the NYSE was $15.85 per share. Investing in our common stock involves risk. See “Risk Factors” beginning on pageS-3of this prospectussupplement and in the reports we file with the Securities and Exchange Commission, or the SEC, pursuant to theSecurities Exchange Act of 1934, as amended, or the Exchange Act, incorporated by reference in this prospectussupplement or the accompanying prospectus, to read about factors you should consider before buying shares of ourcommon stock. Neither the SEC nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Per ShareTotalPublic offering price$$Underwriting discounts and commissions$$Proceeds, before expenses, to the selling stockholder$$(1) The underwriters expect to deliver the shares against payment in New York, New York on or about, 2025. TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-iiiMarket, Ranking and Other Industry DataS-iiiTrademarks, Service Marks and TradenamesS-ivBasis of PresentationS-ivNon-GAAP Financial MeasuresS-ivProspectus Supplement SummaryS-1Risk FactorsS-3Special Note Regarding Forward-Looking StatementsS-8Use of ProceedsS-11Dividend PolicyS-12Selling StockholderS-13Certain United States Federal Income Tax Consequences to Non-U.S. HoldersS-14Underwriting (Conflicts of Interest)S-17Legal MattersS-25ExpertsS-25Where You Can Find More InformationS-25Incorporation by ReferenceS-26 ProspectusABOUT THIS PROSPECTUSiiMARKET, RANKING AND OTHER INDUSTRY DATAiiiBRIGHTVIEW HOLDINGS, INC.1RISK FACTORS2SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS3USE OF PROCEEDS6SELLING STOCKHOLDERS7DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF DEPOSITARY SHARES18DESCRIPTION OF DEBT SECURITIES19DESCRIPTION OF WARRANTS30DESCRIPTION OF SUBSCRIPTION RIGHTS31DESCRIPTION OF PURCHASE CONTRACTS32DESCRIPTION OF UNITS33PLAN OF DISTRIBUTION34LEGAL MATTERS38EXPERTS38WHERE YOU CAN FIND MORE INFORMATION38INCORPORATION BY REFERENCE39 You should rely only on the information contained, or incorporated by reference, in this prospectussupplement and the accompanying prospectus or in any free writing prospectus that we authorize to bedelivered to you. We, the selling stockholder and the underwriters have not authorized anyone to provide anyinformation or to make any representations other than those contained, or incorporated by reference, in thisprospectus supplement and the accompanying prospectus or in any free writing prospectus we have prepared.We, the selling stockholder and the underwriters take no responsibility for, and can provide no assurance as tothe reliability of, any other information that others may provide you. The selling stockholder and theunderwriters are offering to sell, and seeking offers to buy, these securities only in jurisdictions where offers andsales are permitted. You should assume that the information contained, or incorporated by reference, in thisprospectus supplement and the accompanying prospectus or any free writing prospectus prepared by us or onour behalf is accurate only as of their respective dates or on the date or dates which are specified in suchdocuments, and that any information in documents that we have incorporated by reference is accurate only asof the date of such document incorporated by reference. Our business, financial condition, results of operationsand prospects may have changed since that date. For investors outside the United States: The selling stockholder and the underwriters are offering to sell,and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted.None of us, the selling stockholder or the underwriters has done anything that would permit this offering orpossession or distribution of this prospectus supplement and the accompanying prospectus in any jurisdictionwhere action for that purpose is required, other than in the United States. Persons outside the United States whocome into possession of this prospectus supplement and the accompanying prospectus must inform themselvesabout, and observe any restrictions relating to, the offering of the shares of common stock and the distributionof this prospectus supplement and the accompanying prospectus outside the United States. ABOUT THIS PROSPECTUS SUPPLEMENT This document has two parts, a prospectus supplement and an accompanying prospectus dated June4,2025. This