UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~July~~January 31, ~~2025~~2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-8929

ABM INDUSTRIES INCORPORATED

(Exact name of registrant as specified in its charter)


Delaware						94-1369354
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

__________________________

One Liberty Plaza, 7th Floor

New York, New York 10006

(Address of principal executive offices)

(212) 297-0200

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

__________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value

ABM

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Number of shares of the registrant’s common stock outstanding as of ~~September~~March 49, ~~2025~~2026: 6158,~~233~~532,~~895~~820

ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS			1
PART I. FINANCIAL INFORMATION			3
Item 1. Consolidated Financial Statements			3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3. Quantitative and Qualitative Disclosures About Market Risk			4035
Item 4. Controls and Procedures			4035
PART II. OTHER INFORMATION			4035
Item 1. Legal Proceedings			4035
Item 1A. Risk Factors			4035
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			4035
Item 3. Defaults Upon Senior Securities			4136
Item 4. Mine Safety Disclosures			4136
Item 5. Other Information			4136
Item 6. Exhibits			4237
SIGNATURES			4338

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains both historical and forward-looking statements regarding ABM and its subsidiaries (collectively referred to as “ABM,” “we,” “us,” “our,” or the “Company”). 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:

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

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

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

•Investments in and changes to our businesses, operating structure, or personnel relating to our ~~ELEVATE~~strategic ~~strategy~~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.

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

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

•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.

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

•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.

•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.

•Our ongoing implementation of new enterprise resource planning (“ERP”) 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.

•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.

•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 (collectively, “WGNSTAR”).

•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.

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

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

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

•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.

•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.

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

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

•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.

•Our business may be negatively impacted by adverse weather conditions.

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

•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, ~~2024~~2025, and in other reports (including all amendments to those reports) we file from time to time with the Securities and Exchange Commission (“SEC”).

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.

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.

ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in millions, except share and per share amounts)	~~July~~January 31, ~~2025~~2026		October 31, ~~2024~~2025
ASSETS
Current assets
Cash and cash equivalents	$	69100.34	$	64104.61
Trade accounts receivable, net of allowances of $25.1 and $22.8 at July 31, 2025 and October 31, 2024, respectively	1,495.0		1,384.1
Trade accounts receivable, net of allowances of $26.0 and $25.5 at January 31, 2026 and October 31, 2025, respectively	1,493.0		1,471.1
Costs incurred in excess of amounts billed	~~159~~162.10		~~162~~193.17
Prepaid expenses	~~155~~117.71		~~103~~91.2
Other current assets	7286.54		7478.86
Total current assets	1,~~951~~958.69		1,~~788~~938.7
Other investments	2750.40		3048.86
Property, plant and equipment, net of accumulated depreciation of $368.9 and $351.3 at July 31, 2025 and October 31, 2024, respectively	170.6		150.7
Property, plant and equipment, net of accumulated depreciation of $394.3 and $379.8 at January 31, 2026 and October 31, 2025, respectively	177.5		177.2
Right-of-use assets	9690.35		~~101~~95.21
Other intangible assets, net of accumulated amortization of $519.6 and $479.3 at July 31, 2025 and October 31, 2024, respectively	255.6		282.4
Other intangible assets, net of accumulated amortization of $544.9 and $532.2 at January 31, 2026 and October 31, 2025, respectively	231.9		243.2
Goodwill	2,~~588~~595.63		2,~~575~~591.91
Other noncurrent assets	~~180~~184.49		~~167~~175.5
Total assets	$	5,~~270~~289.50	$	5,~~097~~269.25
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of debt, net	$	29.34	$	3129.64
Trade accounts payable	~~357~~382.12		~~324~~401.32
Accrued compensation	~~243~~145.34		~~295~~195.60
Accrued taxes — other than income	4167.49		5648.21
Deferred revenue	79107.01		6374.7
Insurance claims	~~199~~202.71		~~197~~200.58
Income taxes payable	4.31		4.80
Current portion of lease liabilities	28.61		2628.62
Other accrued liabilities	~~330~~339.78		~~348~~324.21
Total current liabilities	1,~~313~~306.41		1,~~348~~305.47
Long-term debt, net	1,~~500~~600.48		1,~~302~~537.21
Long-term lease liabilities	8480.13		9283.07
Deferred income tax liability, net	5553.78		6039.29
Noncurrent insurance claims	~~426~~465.80		~~421~~459.83
Other noncurrent liabilities	5554.38		8654.83
Noncurrent income taxes payable	34.90		3.89
Total liabilities	3,~~439~~564.67		3,~~315~~483.28
Commitments and contingencies
Stockholders’ Equity
Preferred stock, $0.01 par value; 500,000 shares authorized; none issued	—		—
Common stock, $0.01 par value; 100,000,000 shares authorized; 61,725,062 and 62,196,665 shares issued and outstanding at July 31, 2025 and October 31, 2024, respectively	0.6		0.6
Common stock, $0.01 par value; 100,000,000 shares authorized; 58,598,372 and 60,176,611 shares issued and outstanding at January 31, 2026 and October 31, 2025, respectively	0.6		0.6
Additional paid-in capital	~~498~~347.65		~~527~~437.4
Accumulated other comprehensive loss, net of taxes	(1812.13)		(1920.15)
Retained earnings	1,~~349~~388.76		1,~~272~~368.91
Total stockholders’ equity	1,~~830~~724.93		1,~~781~~785.96
Total liabilities and stockholders’ equity	$	5,~~270~~289.50	$	5,~~097~~269.25

See accompanying notes to unaudited consolidated financial statements.

ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended July 31,				Nine Months Ended July 31,
	Three Months Ended January 31,
(in millions, except per share amounts)	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Revenues	$	2,~~224~~243.05	$	2,~~094~~114.29	$	~~6,450.5~~	$	~~6,182.0~~
Operating expenses	1,~~949~~983.65		1,~~831~~855.01		~~5,645.7~~		~~5,420.8~~
Selling, general and administrative expenses	~~177~~169.58		~~211~~169.80		~~521.7~~		~~526.3~~
Amortization of intangible assets	13.4		14.0		39.9		42.2
Restructuring and related expenses	3.7		—
Operating profit	83.4		37.4		243.3		192.8
Amortization of intangible assets	11.9		13.3
Income from unconsolidated affiliates	1.3		1.8		3.4		4.7
Operating profit	74.7		77.6
Interest expense	(25.3)		(21.2)		(72.1)		(63.1)
Income from unconsolidated affiliates	1.4		0.8
Income before income taxes	59.4		18.0		174.6		134.4
Interest expense	(24.0)		(22.9)
Income tax provision	(17.6)		(13.3)		(47.0)		(41.3)
Income before income taxes	52.1		55.5
Net income	41.8		4.7		127.6		93.1
Income tax provision	(13.4)		(11.9)
Other comprehensive income (loss)
Net income	38.8		43.6
Interest rate swaps	0.8		(12.4)		(5.7)		(18.1)
Other comprehensive income
Foreign currency translation and other	(1.5)		2.7		5.2		6.4
Interest rate swaps	(1.9)		(1.1)
Income tax (provision) / benefit	(0.2)		3.2		1.5		4.7
Foreign currency translation and other	9.5		(7.6)
Comprehensive income (loss)	$	41.0	$	(1.8)	$	128.6	$	86.1
Income tax benefit	0.5		0.3
Comprehensive income	$	46.9	$	35.2
Net income per common share
Basic	$	0.6764	$	0.0769	$	~~2.04~~	$	~~1.47~~
Diluted	$	0.6764	$	0.0769	$	~~2.03~~	$	~~1.46~~
Weighted-average common and common equivalent shares outstanding
Basic	6260.53		6362.17		~~62.6~~		~~63.3~~
Diluted	6260.87		63.52		~~63.0~~		~~63.6~~

See accompanying notes to unaudited consolidated financial statements.

ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

	Three Months Ended July 31,						Nine Months Ended July 31,
	Three Months Ended January 31,
	2025			2024			2025			2024
	2026			2025
(in millions, except per share amounts)	Shares	Amount		Shares	Amount		~~Shares~~	~~Amount~~		~~Shares~~	~~Amount~~
Common Stock
Balance, beginning of period	6260.32	$	0.6	62.82	$	0.6	~~62.2~~	$	~~0.6~~	~~62.8~~	$	~~0.6~~
Stock issued under employee stock purchase and share-based compensation plans	—0.5	—		—0.4	—		~~0.5~~	—		~~0.5~~	—
Repurchase of common stock, including excise tax	(02.61)	—		—(0.4)	—		~~(1.0)~~	—		~~(0.6)~~	—
Balance, end of period	6158.76	0.6		62.82	0.6		~~61.7~~	~~0.6~~		~~62.8~~	~~0.6~~
Additional Paid-in Capital
Balance, beginning of period		~~516~~437.34			~~544~~527.04			~~527.4~~			~~559.0~~
Stock Issued (taxes withheld) under employee stock purchase and share-based compensation plans, net		1.4			1.1			(7.1)			(6.7)
Taxes withheld under employee stock purchase and share-based compensation plans, net		(10.1)			(9.9)
Share-based compensation expense		811.18			610.5			~~26.8~~			~~23.1~~
Repurchase of common stock, including excise tax		(2791.27)			—(21.3)			~~(48.5)~~			~~(23.8)~~
Balance, end of period		~~498~~347.65			~~551~~506.68			~~498.6~~			~~551.6~~
Accumulated Other Comprehensive Loss, Net of Taxes
Balance, beginning of period		(1720.25)			(919.81)			~~(19.1)~~			~~(9.3)~~
Other comprehensive (loss) / income		(08.9)1			(68.4)			~~1.0~~			~~(7.0)~~
Balance, end of period		(1812.13)			(1627.35)			~~(18.1)~~			~~(16.3)~~
Retained Earnings
Balance, beginning of period		1,~~324~~368.71			1,~~308~~272.89			~~1,272.9~~			~~1,249.6~~
Net income		4138.8			443.76			~~127.6~~			~~93.1~~
Dividends
Common stock (1)		(1617.53)			(1416.14)			~~(49.4)~~			~~(42.4)~~
Stock issued under share-based compensation plans		(01.30)			(0.38)			~~(1.4)~~			~~(1.2)~~
Balance, end of period		1,~~349~~388.76			1,299.13			~~1,349.7~~			~~1,299.1~~
Total Stockholders’ Equity		$	1,~~830~~724.93		$	1,~~835~~779.02		$	~~1,830.9~~		$	~~1,835.0~~

(1) Cash dividends declared per common share were $0.~~265~~290 and $0.~~225~~265 for the three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024, respectively, and $0.795 and $0.675 for the nine months ended July 31,~~ 2025 ~~and 2024~~, respectively.

See accompanying notes to unaudited consolidated financial statements.

ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended July 31,
	Three Months Ended January 31,
(in millions)	~~2025~~2026		~~2024~~2025
Cash flows from operating activities
Net income	$	~~127~~38.68	$	9343.16
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	7825.97		7925.59
Deferred income taxes	(314.1)4		~~(14~~0.1)
Share-based compensation expense	2611.8		2310.15
Provision for bad debt	30.95		50.67
Discount accretion on insurance claims	0.52		0.42
Impairment of assets	1.3		—
Gain on sale of assets	(0.1)		(0.1)
Gain on sale of assets	(0.2)		—
Income from unconsolidated affiliates	(1.4)		(0.8)
Change in fair value of contingent consideration	—		36.0
Income from unconsolidated affiliates	(3.4)		(4.7)
Distributions from unconsolidated affiliates	5.5		4.6
Changes in operating assets and liabilities
Trade accounts receivable and costs incurred in excess of amounts billed	~~(96~~9.2)		42(139.37)
Prepaid expenses and other current assets	(3230.74)		~~(24~~0.2)7
Right-of-use assets	4.96		7(0.89)
Other noncurrent assets	(128.0)		(245.72)
Trade accounts payable and other accrued liabilities	55(2.04)		(6858.92)
Long-term lease liabilities	(73.94)		(30.56)
Insurance claims	6.79		469.65
Income taxes payable, net	(174.68)		(08.8)
Other noncurrent liabilities	~~(37~~0.2)6		(10.98)
Total adjustments	~~(26~~23.6)3		~~103~~(149.28)
Net cash provided by operating activities	101.0		196.3
Net cash provided by (used in) operating activities	62.0		(106.2)
Cash flows from investing activities
Additions to property, plant and equipment	(5813.62)		(4416.67)
Proceeds from sale of assets	0.52		0.94
Purchase of businesses, net of cash acquired	~~(16~~0.7)4		~~(114~~1.3)9
Net cash used in investing activities	(7412.86)		(~~157~~14.94)
Cash flows from financing activities
Taxes withheld from issuance of share-based compensation awards, net	(811.51)		(710.97)
Repurchases of common stock, including excise taxes	(4891.57)		(2321.83)
Dividends paid	(4917.43)		(4216.4)
Deferred financing costs paid	(8.0)		—
Borrowings from debt	354.5		579.9
Borrowings from debt	1,409.3		912.0
Repayment of borrowings from debt	(291.0)		(373.0)
Repayment of borrowings from debt	(1,212.0)		(887.4)
Changes in book cash overdrafts	2.6		(40.6)
Changes in book cash overdrafts	(43.0)		29.5
Repayment of finance lease obligations	(1.2)		(1.1)
Repayment of finance lease obligations	(3.3)		(3.1)
Net cash (used in) provided by financing activities	(55.2)		116.9
Cash paid to settle the contingent consideration liability	(59.0)		—
Effect of exchange rate changes on cash and cash equivalents	2.0		(1.8)
Net cash used in financing activities	(22.5)		(23.0)
Net decrease in cash and cash equivalents	(3.7)		(5.6)
Effect of exchange rate changes on cash and cash equivalents	1.0		1.4
Cash and cash equivalents at beginning of year	104.1		64.6
Net increase in cash and cash equivalents	4.7		16.8
Cash and cash equivalents at end of period	$	100.4	$	59.0
Cash and cash equivalents at beginning of year	64.6		69.5
Cash and cash equivalents at end of period	$	69.3	$	86.3

See accompanying notes to unaudited consolidated financial statements.

ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. THE COMPANY AND NATURE OF OPERATIONS

ABM is a leading provider of integrated facility services with a mission to make a difference, every person, every day. We are organized into four industry groups and one Technical Solutions segment:

Through these groups, we offer janitorial, facilities engineering, parking, and specialized mechanical and electrical technical solutions, on a standalone basis or in combination with other services.

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with (i) United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of our management, our unaudited consolidated financial statements and accompanying notes (the “Financial Statements”) include all normal recurring adjustments that are necessary for the fair statement of the interim periods presented. Interim results of operations are not necessarily indicative of results for the full year. The Financial Statements should be read in conjunction with our audited consolidated financial statements (and notes thereto) in our Annual Report on Form 10-K for the year ended October 31, ~~2024~~2025. Unless otherwise indicated, all references to years are to our fiscal years, which end on October 31.

Rounding

We round amounts in the Financial Statements to millions and calculate all percentages and per-share data from the underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding.

Management Reimbursement Revenue by Segment

We operate certain parking facilities under management reimbursement arrangements. Under these arrangements, we manage the parking facilities for management fees and pass through the revenues and expenses associated with the facilities to the owners. These revenues and expenses are reported in equal amounts as costs reimbursed from our managed locations. Management reimbursement revenue for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026, ~~was $88.7 million~~ and ~~$255.2 million, respectively. Management reimbursement revenue for the three and nine months ended July~~January 31, ~~2024~~2025, was $7991.60 million and $~~236~~82.60 million, respectively.

Recently Adopted Accounting Standards

InThere ~~September~~were ~~2022,~~no ~~the~~recently ~~FASB~~adopted ~~issued~~accounting ~~ASU~~standards 2022-04, Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, designed to enhance transparency around supplier finance programs by requiring new disclosures that would allow a user of the financial statements to understand the program’s nature, activity during the ~~period,~~three ~~changes~~months ~~from~~ended ~~period to period~~January 31, ~~and potential magnitude~~2026. This ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. We adopted this standard, effective November 1, 2023, and adopted the

rollforward requirement, effective November 1, 2024, on a prospective basis. We do not participate in any material supplier finance programs and, as such, the adoption of this guidance did not have an impact on our disclosures.

3. ACQUISITIONS

Acquisition of LMC FM

Effective June 1, 2025, we acquired LMC FM Limited (“LMC”), a Dublin-based facilities services company with coverage across Ireland, for a purchase price of approximately $22.50 million in cash plus the potential of $5.9 million of contingent consideration to be paid in calendar year 2027 upon the retention of the top two customers. The acquisition was accounted for under the acquisition method. Accordingly, the assets acquired and liabilities assumed were recognized on the date of acquisition at their estimated fair values, with the excess of the purchase price recorded as goodwill. The goodwill is not deductible for tax reporting purposes. As of ~~July~~ January 31, ~~2025~~2026, we recorded preliminary goodwill and intangibles of $1214.61 million and $12.9 million, respectively. The total assets acquired, excluding goodwill and intangibles, and liabilities assumed amounted to $2019.08 million and $1718.29 million, respectively. The purchase price allocation is subject to adjustments within the measurement period not to exceed one year from the acquisition date.

The unaudited Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026, include revenues of $913.30 million attributable to LMC, which are included in our Technical Solutions segment.

Acquisition of Quality Uptime

Effective June 21, 2024, we acquired Quality Uptime Services, Inc. (“Quality Uptime”), an uninterrupted power supply system (“UPS”) installation and maintenance company providing customized preventive and emergency service programs for mission-critical data centers and other facilities, for a net cash purchase price of $116.3 million. The acquisition was accounted for under the acquisition method. Accordingly, the assets acquired and liabilities assumed were recognized on the date of acquisition at their estimated fair values, with the excess of the purchase price recorded as goodwill. The goodwill is amortizable over 15 years for income tax purposes. As of July 31, 2025, we recorded goodwill and intangibles of $77.4 million and $35.2 million, respectively. The total assets acquired, excluding goodwill and intangibles, and liabilities assumed amounted to $24.0 million and $20.3 million, respectively.

Acquisition of RavenVolt

On September 1, 2022, we completed the acquisition of all of the equity interests of RavenVolt, Inc. (“RavenVolt”), a nationwide provider of advanced turn-key microgrid systems utilized by diversified commercial and industrial customers, national retailers, utilities, and municipalities. RavenVolt’s operations are included within our Technical Solutions segment.

The purchase price for the acquisition was approximately $170.0 million in cash at closing plus the potential of post-closing contingent consideration of up to $280.0 million. The estimate of the fair value of the contingent consideration on the date of acquisition was $59.0 million. The post-closing contingent consideration would be payable in cash in calendar years 2024, 2025, and 2026 if RavenVolt’s earnings before interest, taxes, depreciation, and amortization (“EBITDA”), as defined in the RavenVolt merger agreement, meets or exceeds certain defined targets. In 2024, defined EBITDA targets were not achieved, and as a result, no contingent consideration payment was made in 2024 for calendar year 2023. At October 31, 2024, the estimate of the fair value of the contingent consideration was $109.1 million. There was no material change in the fair value of the contingent consideration during the three and nine months ended July 31, 2025. In the third quarter of 2025, we made a $75.0 million payment for calendar year 2024, of which $16.0 million was classified as an operating cash outflow,. ~~and~~At ~~at July~~ January 31, ~~2025~~2026, the ~~estimate of the fair~~ value of the ~~remaining~~ contingent consideration iswas $3432.~~1 million.~~5 ~~The maximum contingent consideration that could be payable in calendar year 2026 related to calendar year 2025 target is $130.0~~ million~~. However~~, ifand ~~the~~there ~~EBITDA~~was ~~achieved~~no ~~for~~change ~~calendar~~since ~~years 2023–2025 cumulatively meets the defined EBITDA targets, the entire $280.0~~October ~~million would be paid in calendar year 2026~~31, ~~minus any earn-out payments made in 2024 and~~ 2025.

4. REVENUES

Disaggregation of Revenues

We generate revenues under several types of contracts, which are further explained below. Generally, the type of contract is determined by the nature of the services provided by each of our major service lines throughout our reportable segments; therefore, we disaggregate revenues from contracts with customers into major service lines. We have determined that disaggregating revenues into these categories best depicts how the nature, amount, timing, and uncertainty of revenues and cash flows are affected by economic factors. Our reportable segments are B&I, M&D, Aviation, Education, and Technical Solutions, as described in Note 1213, “Segment Information.”

	Three Months Ended July 31, 2025												Nine Months Ended July 31, 2025
	Three Months Ended January 31, 2026
(in millions)	B&I		M&D		Aviation		Education		TechnicalSolutions		Total		~~B&I~~		~~M&D~~		~~Aviation~~		~~Education~~		~~TechnicalSolutions~~		~~Total~~
Major Service Line
Janitorial(1)	$	~~715~~730.56	$	~~343~~333.38	$	6065.12	$	~~204~~203.93	$	—	$	1,~~323~~332.89	$	~~2,119.9~~	$	~~1,010.9~~	$	~~166.0~~	$	~~599.3~~	$	—	$	~~3,896.1~~
Aviation Services(2)	—		—		~~134~~131.54		—		—		~~134~~131.54		—		—		~~368.2~~		—		—		~~368.2~~
Parking and Transportation(3)	~~111~~107.62		1318.67		8487.20		0.1		—		~~209~~213.40		~~321.4~~		~~38.9~~		~~248.4~~		~~0.3~~		—		~~609.1~~
Facility Solutions	$	~~827~~837.19	$	~~356~~352.95	$	~~278~~283.86	$	~~205~~203.04	$	—	$	1,~~667~~677.83	$	~~2,441.3~~	$	~~1,049.8~~	$	~~782.7~~	$	~~599.6~~	$	—	$	~~4,873.4~~
Operations and Maintenance(4)	~~210~~225.57		5169.37		1214.91		3025.13		—		~~304~~334.89		~~632.0~~		~~150.5~~		~~39.3~~		~~88.6~~		—		~~910.4~~
Building & Energy Solutions(5)	1.25		0.71		—		—		~~249~~229.57		~~251~~231.43		~~3.9~~		~~0.9~~		—		—		~~662.0~~		~~666.8~~
Engineering and Infrastructure Solutions	$	~~211~~227.72	$	5269.08	$	1214.91	$	3025.13	$	~~249~~229.57	$	~~556~~566.2	$	~~635.9~~	$	~~151.4~~	$	~~39.3~~	$	~~88.6~~	$	~~662.0~~	$	~~1,577.1~~
Total	$	1,~~038~~065.71	$	~~408~~422.93	$	~~291~~297.87	$	~~235~~228.17	$	~~249~~229.57	$	2,~~224~~243.05	$	~~3,077.2~~	$	~~1,201.2~~	$	~~822.0~~	$	~~688.2~~	$	~~662.0~~	$	~~6,450.5~~

	Three Months Ended July 31, 2024												Nine Months Ended July 31, 2024
	Three Months Ended January 31, 2025
(in millions)	B&I		M&D		Aviation		Education		TechnicalSolutions		Total		~~B&I~~		~~M&D~~		~~Aviation~~		~~Education~~		~~TechnicalSolutions~~		~~Total~~
Major Service Line
Janitorial(1)	$	~~696~~697.18	$	~~326~~328.53	$	53.73	$	~~200~~197.61	$	—	$	1,~~277~~276.04	$	~~2,070.7~~	$	~~1,013.5~~	$	~~132.1~~	$	~~598.4~~	$	—	$	~~3,814.8~~
Aviation Services(2)	—		—		~~118~~117.83		—		—		~~118~~117.83		—		—		~~341.2~~		—		—		~~341.2~~
Parking and Transportation(3)	~~106~~104.05		1213.83		8486.63		0.1		—		~~203~~204.63		~~311.8~~		~~38.0~~		~~247.5~~		~~0.3~~		—		~~597.5~~
Facility Solutions	$	802.13	$	~~339~~341.36	$	~~257~~256.29	$	~~200~~197.72	$	—	$	1,~~599~~598.40	$	~~2,382.5~~	$	~~1,051.5~~	$	~~720.8~~	$	~~598.7~~	$	—	$	~~4,753.5~~
Operations and Maintenance(4)	~~208~~220.56		3752.87		1113.2		2728.61		—		~~285~~314.16		~~650.8~~		~~115.1~~		~~35.3~~		~~75.4~~		—		~~876.6~~
Building & Energy Solutions(5)	—		—		—		—		~~209~~202.73		~~209~~202.73		—		—		—		—		~~551.9~~		~~551.9~~
Engineering and Infrastructure Solutions	$	~~208~~220.56	$	3752.87	$	1113.2	$	2728.61	$	~~209~~202.73	$	~~494~~516.89	$	~~650.8~~	$	~~115.1~~	$	~~35.3~~	$	~~75.4~~	$	~~551.9~~	$	~~1,428.5~~
Total	$	1,~~010~~022.69	$	~~377~~394.13	$	~~268~~270.41	$	~~228~~225.3	$	~~209~~202.73	$	2,~~094~~114.29	$	~~3,033.4~~	$	~~1,166.6~~	$	~~756.1~~	$	~~674.0~~	$	~~551.9~~	$	~~6,182.0~~

(1) Janitorial arrangements provide a wide range of essential cleaning services for commercial office buildings, airports and other transportation centers, educational institutions, government buildings, health facilities, industrial buildings, retail stores, and stadiums and arenas. These arrangements are often structured as monthly fixed-price, square-foot, cost-plus, and work order contracts.

(2) Aviation Services arrangements support airlines and airports with services such as passenger assistance, catering logistics, and airplane cabin maintenance. These arrangements are often structured as monthly fixed-price, cost-plus, transaction price, and hourly contracts.

(3) Parking and Transportation arrangements provide parking and transportation services for clients at various locations, including airports and other transportation centers, commercial office buildings, educational institutions, health facilities, hotels, and stadiums and arenas. These arrangements are structured as management reimbursement, leased location, and allowance contracts. Certain of these arrangements are considered service concession agreements and are accounted for under the guidance of Topic 853; accordingly, service concession expense related to these arrangements is recorded as a reduction of the related parking service revenues.

(4) Operations and Maintenance arrangements provide onsite mechanical engineering and technical services and solutions relating to a broad range of facilities and infrastructure systems that are designed to extend the useful life of facility fixed assets, improve equipment operating efficiencies, reduce energy consumption, lower overall operational costs for clients, and enhance the sustainability of client locations. These arrangements are generally structured as monthly fixed-price, cost-plus, and work order contracts.

(5) Building & Energy Solutions arrangements provide custom energy solutions, including microgrid systems installation, electrical, HVAC, lighting, electric vehicle charging station installation, uninterrupted power supply services, and other general maintenance and repair services for clients in the public and private sectors and are generally structured as Energy Savings, Fixed-Price Repair, and Refurbishment contracts. We also franchise certain operations under franchise agreements relating to our Linc Network and TEGG brands pursuant to franchise contracts.

Contract Types

We have arrangements under various contract types, as described in Note 2, “Basis of Presentation and Significant Accounting Policies,” in our Annual Report on Form 10-K for the year ended October 31, ~~2024~~2025.

Certain arrangements involve variable consideration (primarily per transaction fees, reimbursable expenses, and sales-based royalties). We do not estimate the variable consideration for these arrangements; rather, we recognize these variable fees as they are earned. Some of our contracts, often related to Airline Services, may also include performance incentives based on variable performance measures that are ascertained exclusively by future performance and therefore cannot be estimated at contract inception and are recognized as revenue once known and mutually agreed upon. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current, and forecasted) that is reasonably available to us.

The majority of our contracts include performance obligations that are primarily satisfied over time as we provide the related services. These contract types include: monthly fixed-price; square-foot; cost-plus; work orders; transaction-price; hourly; management reimbursement; leased location; allowance; energy savings contracts; and fixed-price repair and refurbishment contracts, as well as our franchise and royalty fee arrangements. We recognize revenue as the services are performed using a measure of progress that is determined by the contract type. Generally, most of our contracts are cancelable by either party without a substantive penalty, and the majority have a notification period of 30 to 90 days.

We primarily account for our performance obligations under the series guidance, using the as-invoiced practical expedient when applicable. We apply the as-invoiced practical expedient to record revenue as the services are provided, given the nature of the services provided and the frequency of billing under the customer contracts. Under this practical expedient, we recognize revenue in an amount that corresponds directly with the value to the customer of our performance completed to date and for which we have the right to invoice the customer.

Remaining Performance Obligations

At ~~July~~January 31, ~~2025~~2026, performance obligations that were unsatisfied for which we expect to recognize revenue totaled $~~273~~224.02 million. We expect to recognize revenue on approximately 7780% of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter, based on our estimates of project timing.

obligations over the next 12 months, with the remainder recognized thereafter, based on our estimates of project timing.

These amounts exclude variable consideration primarily related to: (i) contracts where we have determined that the contract consists of a series of distinct service periods, and revenues are based on future performance that cannot be estimated at contract inception; (ii) parking contracts where we and the customer share the gross revenues or operating profit for the location; and (iii) contracts where transaction prices include performance incentives that are based on future performance and therefore cannot be estimated at contract inception. For these contract types, we apply the practical expedient that permits exclusion of information about the remaining performance obligations with original expected durations of one year or less.

Contract Balances

The timing of revenue recognition, billings, and cash collections results in contract assets and contract liabilities, as further explained below. The timing of revenue recognition may differ from the timing of invoicing to customers.

Contract assets primarily consist of billed trade receivables, unbilled trade receivables, and costs incurred in excess of amounts billed. Billed and unbilled trade receivables represent amounts from work completed in which we have an unconditional right to bill our customer. Costs incurred in excess of amounts billed typically arise when the revenue recognized on projects exceeds the amount billed to the customer. These amounts are transferred to billed trade receivables when the rights become unconditional. Contract assets also include the capitalization of incremental costs of obtaining a contract with a customer, primarily commissions. Commissions expense is recognized on a straight-line basis over a weighted average expected customer relationship period.

Contract liabilities consist of deferred revenue and advance payments and billings in excess of revenue recognized. We generally classify contract liabilities as current since the related contracts are generally for a period of one year or less. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation.

The following tables present the balances in our contract assets and contract liabilities:

(in millions)

~~July~~January 31, ~~2025~~2026

October 31, ~~2024~~2025

Contract assets

Billed trade receivables(1)

1,~~262~~229.40

1,~~282~~223.90

Unbilled trade receivables(1)

~~257~~290.70

~~124~~273.06

Costs incurred in excess of amounts billed

~~159~~162.10

~~162~~193.17

Capitalized commissions(2)

32.48

3032.83

(1) Included in “Trade accounts receivable, net,” on the unaudited Consolidated Balance Sheets.

(2) Included in “Other current assets” and “Other noncurrent assets” on the unaudited Consolidated Balance Sheets. During the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026, we capitalized $156.10 million of new costs and amortized $135.5 million of previously capitalized costs. There was no impairment loss recorded on the costs capitalized.

(in millions)	~~Nine~~Three Months ~~EndedJuly~~EndedJanuary 31, ~~2025~~2026
Contract liabilities(1)
Balance at beginning of period	$	~~118~~148.26
Additional contract liabilities	~~295~~131.39
Recognition of deferred revenue	(~~261~~85.9)
Balance at end of period	$	~~151~~194.6

(1) Included in “Deferred revenue” and “Other accrued liabilities” on the unaudited Consolidated Balance Sheets.

1211

5. ~~NET~~RESTRUCTURING ~~INCOME~~AND ~~PER~~RELATED ~~COMMON~~COSTS ~~SHARE~~

In the fourth quarter of 2025, we implemented a restructuring program (the “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 the Company’s cost structure and our strategic growth objectives. We recognized $17.1 million of cumulative restructuring charges under this program through the first quarter of 2026, which includes employee severance, asset impairment charges, and other related costs. We continue to review our overhead and cost structure for additional efficiency opportunities under this program. We expect these actions to be completed in 2026.

Rollforward of Restructuring and Related Liabilities


(in millions)	Employee Severance		Asset Impairment(2)		Other		Total
Balance, November 1, 2025	$	3.4	$	—	$	0.2	$	3.6
Costs recognized(1)	0.5		1.9		1.3		3.7
Payments	$	(2.2)	—		(0.4)		(2.5)
Non-cash items	—		(1.9)		—		(1.9)
Balance, January 31, 2026	$	1.8	$	—	$	1.1	$	2.9

(1) We include these costs within corporate expenses and are included within “Restructuring and related expenses” on the unaudited Consolidated Statements of Comprehensive Income.

(2) Represents various ROU asset impairments due to lease terminations or subleases as part of a real estate optimization project.

6. NET INCOME PER COMMON SHARE

Basic and Diluted Net Income Per Common Share Calculations

	Three Months Ended July 31,				Nine Months Ended July 31,
	Three Months Ended January 31,
(in millions, except per share amounts)	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Net income	$	4138.8	$	443.76	$	~~127.6~~	$	~~93.1~~
Weighted-average common and common equivalent shares outstanding — Basic	6260.53		6362.17		~~62.6~~		~~63.3~~
Effect of dilutive securities
Restricted stock units	0.32		0.3		~~0.3~~		~~0.2~~
Performance shares	0.1		0.1		~~0.1~~		~~0.1~~
Weighted-average common and common equivalent shares outstanding — Diluted	6260.87		63.52		~~63.0~~		~~63.6~~
Net income per common share
Basic	$	0.6764	$	0.0769	$	~~2.04~~	$	~~1.47~~
Diluted	$	0.6764	$	0.0769	$	~~2.03~~	$	~~1.46~~

Anti-Dilutive Outstanding Stock Awards Issued Under Share-Based Compensation Plans

Three Months Ended July 31,

Nine Months Ended July 31,

Three Months Ended January 31,

(in millions)

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

Anti-dilutive

0.3

—

~~0.2~~

1312

67. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value Hierarchy of Our Financial Instruments

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

(in millions)	Fair Value Hierarchy	~~July~~January 31, ~~2025~~2026		October 31, ~~2024~~2025
Cash and cash equivalents(1)	1	$	69100.34	$	64104.61
Insurance deposits(2)	1	4.8		24.38
Assets held in funded deferred compensation plan(3)	1	4.68		4.48
Credit facility(4)	2	1,~~532~~632.5		1,~~335~~569.30
Interest rate swap assets(5)	2	72.95		134.53
Preferred equity investment(6)	3	14.1		15.4
Interest rate swap liabilities(5)	2	0.1		0.1
Contingent consideration(7)(8)	3	39.8		109.1
Investments in equity investment(6)	3	34.1		34.1
Contingent consideration(7)(8)	3	38.7		38.3

(1) Cash and cash equivalents are stated at nominal value, which equals fair value.

(2) Represents restricted deposits that are used to collateralize our insurance obligations and are stated at nominal value, which equals fair value. These insurance deposits are included in “Other noncurrent assets” on the accompanying unaudited Consolidated Balance Sheets. See Note 78, “Insurance,” for further information.

(3) Represents investments held in a Rabbi trust associated with one of our deferred compensation plans, which we include in “Other noncurrent assets” on the accompanying unaudited Consolidated Balance Sheets. The fair value of the assets held in the funded deferred compensation plan is based on quoted market prices.

(4) Represents gross outstanding borrowings under our Amended Credit Facility. Due to variable interest rates, the carrying value of outstanding borrowings under this facility approximates the fair value. See Note 89, “Credit Facility,” for further information.

(5) Represents interest rate swap derivatives designated as cash flow hedges. The fair values of the interest rate swaps are estimated based on the present value of the difference between expected cash flows calculated at the contracted interest rates and the expected cash flows at current market interest rates using observable benchmarks for the Secured Overnight Financing Rate (“SOFR”) forward rates at the end of the period. Our interest rate swap assets and liabilities are included in “Other ~~noncurrent~~current assets” and “Other accrued liabilities,” respectively, on the accompanying unaudited Consolidated Balance Sheets. See Note 89, “Credit Facility,” for further information. Our interest rate swaps will mature in 2026.

(6) During the three months ended October 31, 2025, we purchased a $20.0 million call option to acquire an ownership interest in WGNSTAR. This Acquisition has now been completed—refer to Note 14, “Subsequent Events,” for further information. Our investments do not have a readily determinable fair value; therefore, we account for the investments using the measurement alternative under Topic 321 and measure the investments at initial cost plus or minus fair value adjustments if there are observable prices minus impairment, if any.

(7) Our contingent consideration payable related to the RavenVolt Acquisition is remeasured at each reporting date, based on significant inputs not observable in the market. The contingent consideration payment related to calendar year ~~2024~~2025, which ~~was~~is ~~made~~expected ~~in May 2025, represented a Level 3 measurement at October 31, 2024, and the amount related~~ to ~~calendar~~be ~~year~~made ~~2025, payable~~ in ~~calendar~~May ~~year~~ 2026, represents a Level 3 measurement at ~~July~~January 31, ~~2025~~2026, and at October 31, ~~2024~~2025, within the fair value hierarchy. After the acquisition date and until the contingency is resolved, the fair value of contingent consideration payable is adjusted each reporting period based primarily on the expected probability of achievement of the contingency targets, which are subject to our estimate. These changes in fair value are recognized within the “Selling, general and administrative expenses” of the unaudited Consolidated Statements of Comprehensive Income. See Note 3, “Acquisitions,” for further information.

(8) The balance at ~~July~~January 31, 2026, and October 31, 2025, ~~represents~~also includes the contingent consideration payable in calendar year 2027 related to the LMC Acquisition.

Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis

In addition to assets and liabilities that are measured at fair value on a recurring basis, we are also required to measure certain items at fair value on a non-recurring basis. These assets can include: goodwill; intangible assets; property, plant and equipment; lease-related ROU assets; and long-lived assets that have been reduced to fair value when they are held for sale. If certain triggering events occur, or if an annual impairment test is required, then we would evaluate these non-financial assets for impairment. If an impairment were to occur, then the asset would be recorded at the estimated fair value, using primarily unobservable Level 3 inputs.

1413

7then we would evaluate these non-financial assets for impairment. ~~INSURANCE~~If an impairment were to occur, then the asset would be recorded at the estimated fair value, using primarily unobservable Level 3 inputs.

8. INSURANCE

We use a combination of insured and self-insurance programs to cover workers’ compensation, general liability, automobile liability, property damage, and other insurable risks. For the majority of these insurance programs, we retain the initial $1.0 million to $5.0 million of exposure on a per-occurrence basis, either through deductibles or self-insured retentions. Beyond the retained exposures, we have varying primary policy limits ranging between $1.0 million and $5.0 million per occurrence. To cover general liability and automobile liability losses above these primary limits, we maintain commercial umbrella insurance policies that provide aggregate limits of $200.0 million. Our insurance policies generally cover workers’ compensation losses to the full extent of statutory requirements. Additionally, to cover property damage risks above our retained limits, we maintain policies that provide per occurrence limits of $75.0 million. We are also self-insured for certain employee medical and dental plans. We maintain stop-loss insurance for our self-insured medical plan under which we retain up to $0.5 million of exposure on a per-participant, per-year basis with respect to claims.

We maintain our reserves for workers’ compensation, general liability, automobile liability, and property damage insurance claims based upon known trends and events and the actuarial estimates of required reserves considering the most recently completed actuarial reports. We use all available information to develop our best estimate of insurance claims reserves as information is obtained. The results of actuarial reviews are used to estimate our insurance rates and insurance reserves.

~~Actuarial~~Interim Review ~~and Interim Update~~ Performed During ~~2025~~2026

We review our self-insurance liabilities on a regular basis and adjust our accruals accordingly. Actual claims activity or development may vary from our assumptions and estimates, which may result in material losses or gains. As we obtain additional information that affects the assumptions and estimates used in our reserve liability calculations, we adjust our self-insurance rates and reserves for future periods and, if appropriate, adjust our reserves for claims incurred in prior accounting periods.

During the ~~third~~first quarter of ~~2025~~2026, we performed a ~~comprehensive actuarial~~ review of the majority of our casualty insurance programs that considered changes in claims development and claims payment activity ~~for~~through January 31, 2026. Based on the ~~period~~results of ~~November~~the 1review, ~~2024,~~it ~~through~~was ~~April~~determined ~~30,~~that ~~2025~~there ~~(the~~was ~~“Actuarial~~no ~~Review”).~~adjustment ~~The~~required ~~Actuarial~~for ~~Review~~our ~~was~~total ~~comprehensive~~reserves inrelated ~~nature~~to ~~and~~prior ~~was~~years ~~based~~during onthe ~~loss~~three ~~development~~months ~~patterns,~~ended ~~trend~~January ~~assumptions~~31, ~~and~~2026. ~~underlying~~There ~~expected~~was ~~loss~~no ~~costs~~adjustment required for total reserves related to prior years during the ~~period~~three ~~analyzed~~months ended January 31, 2025.

During the nine months ended July 31, 2025, based on the results of the Actuarial Review, we made an insignificant adjustment to our total reserves for known claims as well as our estimate of the loss amounts associated with incurred but not reported claims (“IBNR claims”). During the nine months ended July 31, 2024, based on the results of the Actuarial Review, we increased our total reserves related to prior years by $17.9 million. We will continue to assess ongoing developments, which may result in further adjustments to reserves.

Insurance-Related Balances and Activity

(in millions)	~~July~~January 31, ~~2025~~2026		October 31, ~~2024~~2025
Insurance claim reserves, excluding medical and dental	$	~~613~~657.18	$	~~608~~649.45
Medical and dental claim reserves	139.52		1110.06
Insurance recoverables	8590.68		9190.08

At ~~July~~January 31, ~~2025~~2026, and October 31, ~~2024~~2025, insurance recoverables are included in both “Other current assets” and “Other noncurrent assets” on the accompanying unaudited Consolidated Balance Sheets.

Instruments Used to Collateralize Our Insurance Obligations

(in millions)	~~July~~January 31, ~~2025~~2026		October 31, ~~2024~~2025
Standby letters of credit	$	2418.97	$	5318.17
Surety bonds and surety-backed letters of credit	~~212~~239.36		~~175~~213.39
Restricted insurance deposits	4.8		24.38
Total	$	~~241~~263.90	$	~~230~~237.74

1514

89. CREDIT FACILITY

Credit Facility Information

(in millions)	~~July~~January 31, ~~2025~~2026		October 31, ~~2024~~2025
Current portion of long-term debt(1)(2)
Gross term loan	$	30.0	$	3230.50
Unamortized deferred financing costs	(0.76)		(0.96)
Current portion of term loan	$	29.34	$	3129.64
Long-term debt(1)(2)
Gross term loan	$	~~562~~547.5	$	~~503~~555.80
Unamortized deferred financing costs	(2.1.7)		(01.69)
Total noncurrent portion of term loan	~~560~~545.48		~~503~~553.21
Revolving line of credit(3)	~~940~~1,055.0		~~799~~984.0
Long-term debt	$	1,~~500~~600.48	$	1,~~302~~537.21

(1) At ~~July~~January 31, ~~2025~~2026, and October 31, ~~2024~~2025, the weighted average interest rate on all outstanding borrowings, not including letters of credit and swaps, was 65.0944% and 65.6884%, respectively.

(2) At ~~July~~January 31, ~~2025~~2026, we had borrowing capacity of $~~621~~507.7 million.

(3) At ~~July~~January 31, ~~2025~~2026, standby letters of credit amounted to $2923.75 million.

On September 1, 2017, we refinanced and replaced our then-existing $800.0 million credit facility with a new senior, secured five-year syndicated credit facility (the “Credit Facility”), consisting of a $900.0 million revolving line of credit (the “Revolver”) and an $800.0 million amortizing term loan, both of which matured on September 1, 2022. In accordance with terms of the Credit Facility, the revolver was reduced to $800.0 million on September 1, 2018. The Credit Facility was amended on June 28, 2021, to increase the capacity of the Revolver and term loan to $1.3 billion and $650 million, respectively, and to extend the maturity to June 28, 2026. It was further amended on November 1, 2022, to transition the benchmark interest rate from London Interbank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”).

On February 26, 2025, we amended and restated the Credit Facility (the “Amended Credit Facility”), extending the maturity date to February 26, 2030, and increasing the capacity of the revolving credit facility from $1.3 billion to $1.6 billion and the then-remaining term loan outstanding from $528.1 million to $600.0 million. The Amended Credit Facility provides for the issuance of up to $250.0 million for standby letters of credit and the issuance of up to $100.0 million in swingline advances. The obligations under the Amended Credit Facility are guaranteed by the material, domestic wholly owned subsidiaries of ABM and are secured by a pledge of substantially all of the existing and future property and assets of ABM and the guarantors, including a pledge of the capital stock of the wholly owned domestic subsidiaries held by ABM and the guarantors and 65% of the capital stock of the first-tier foreign subsidiaries held by ABM and the guarantors, in each case subject to exceptions. Additionally, we may repay amounts borrowed under the Amended Credit Facility at any time without penalty.

The Amended Credit Facility contains certain covenants, including a maximum total net leverage ratio of 5.00 to 1.00, a maximum secured net leverage ratio of 4.00 to 1.00, and a minimum interest coverage ratio of 1.50 to 1.00, as well as other financial and non-financial covenants. In the event of a material acquisition, as defined in the Amended Credit Facility, we may elect to increase the maximum total net leverage ratio to 5.50 to 1.00 for a total of four fiscal quarters and increase the maximum secured net leverage ratio to 4.50 to 1.00 for a total of four fiscal quarters. Our borrowing capacity is subject to, and limited by, compliance with the covenants described above. At ~~July~~January 31, ~~2025~~2026, we were in compliance with these covenants.

The Amended Credit Facility also includes customary events of default, including: failure to pay principal, interest, or fees when due; failure to comply with covenants; the occurrence of certain material judgments; and a change in control of the Company. If certain events of default occur, including certain cross-defaults, insolvency, change in control, or violation of specific covenants, then the lenders can terminate or suspend our access to the Amended Credit Facility, declare all amounts outstanding (including all accrued interest and unpaid fees) to be immediately due and payable, and require that we cash collateralize the outstanding standby letters of credit.

1615

We incurred deferred financing costs of $8.0 million in conjunction with the execution of the Amended Credit Facility, ~~declare~~and ~~all~~carried ~~amounts~~over ~~outstanding~~$2.9 ~~(including~~million ~~all~~of ~~accrued~~unamortized ~~interest~~deferred financing costs from initial execution and ~~unpaid~~previous ~~fees)~~amendments of the Credit Facility. Total deferred financing costs of $10.9 million, consisting of $3.0 million related to bethe ~~immediately~~term ~~due~~loan and ~~payable~~$7.9 million related to the Revolver, ~~and~~are ~~require~~being ~~that~~amortized weto ~~cash~~interest ~~collateralize~~expense over the ~~outstanding~~term ~~standby~~of ~~letters~~the ofAmended ~~credit.~~Credit Facility.

WeOn ~~incurred~~February ~~deferred~~3, ~~financing~~2026, ~~costs of $8.0 million in conjunction with~~ the ~~execution of the~~ Amended Credit Facility ~~and~~was ~~carried~~amended ~~over~~to ~~$2.9~~provide ~~million~~for ofa ~~unamortized~~new ~~deferred~~incremental ~~financing~~term ~~from~~loan ~~initial~~in ~~execution~~an ~~and~~aggregate ~~previous~~principal ~~amendments~~amount ofequal ~~the~~to ~~Credit Facility. Total deferred financing costs of~~ $10255.~~9 million, consisting of $3.~~0 million ~~related to~~ (the ~~term~~“First ~~loan~~Incremental ~~and~~Term $7Loan”).~~9 million~~ ~~related~~Refer to ~~the~~Note ~~Revolver~~14, ~~are~~“Subsequent ~~being~~Events,” ~~amortized~~for tofurther ~~interest expense over the term of the Amended Credit Facility~~information.

Long-Term Debt Maturities

During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026, we made principal payments under the term loan of $7.5 million ~~and $15~~.~~6 million,~~ ~~respectively.~~ As of ~~July~~January 31, ~~2025~~2026, the following principal payments are required under the Amended Credit Facility:

(in millions)						~~2025~~2026						~~2026~~2027						~~2027~~2028						~~2028~~2029						~~2029~~2030						~~2030~~
Debt maturities						$	722.5					$	30.0					$	30.0					$	30.0					$	301,520.0					$	~~1,405.0~~

Interest Rate Swaps

We utilize interest rate swap agreements to fix the variable interest rates on portions of our debt. The purpose of using these derivatives is to reduce our exposure to the interest rate risk associated with variable borrowings. Under these agreements, we typically pay a fixed interest rate in exchange for a SOFR-based variable interest rate on a given notional amount. All of our interest rate swaps are designated and accounted for as cash flow hedges. Changes in the fair value of these derivatives are reported as a component of other comprehensive income and are reclassified into earnings in the period or periods in which the hedged transaction affects earnings. For information regarding the valuation of our interest rate swaps, see Note 67, “Fair Value of Financial Instruments.”

Notional Amount

Fixed Interest Rate

Effective Date

Maturity Date

$100.0 million

1.72%

February 9, 2022

June 28, 2026

$150.0 million

1.85%

February 25, 2022

June 28, 2026

$100.0 million

2.88%

May 4, 2022

June 28, 2026

$161.9 million (1)

2.83%

July 7, 2022

June 28, 2026

$86.9 million

2.83%

July 7, 2022

June 28, 2026

$13.1 million (1)

2.79%

July 18, 2022

June 28, 2026

$13.1 million

2.79%

July 18, 2022

June 28, 2026

$170.0 million

3.81%

November 1, 2022

June 28, 2026

~~(1)~~At InJanuary 31, ~~July~~2026, ~~2022~~and October 31, we2025, ~~entered~~amounts ~~into~~recorded in accumulated other comprehensive loss (“AOCL”) for interest rate ~~swap~~swaps ~~agreements~~were ~~with~~a ~~notional~~gain ~~values~~of ~~totaling~~ $~~300~~1.0 million, atnet ~~inception~~of taxes of $1.4 ~~The~~million, ~~notional~~and ~~amount~~a ~~reduces~~gain toof $~~100~~2.0 4 million, innet ~~October~~of ~~2025~~taxes ~~before~~of ~~maturing~~$1.9 onmillion, ~~June~~respectively. 28At January 31, 2026, the total amount expected to be reclassified from AOCL to earnings during the next 12 months is a gain of $1.7 million, net of taxes of $0.6 million.

At July 31, 2025, and October 31, 2024, amounts recorded in accumulated other comprehensive loss (“AOCL”) for interest rate swaps were a gain of $5.1 million, net of taxes of $2.8 million, and a gain of $9.2 million, net of taxes of $4.3 million, respectively. At July 31, 2025, the total amount expected to be reclassified from AOCL to earnings during the next 12 months is a gain of $5.8 million, net of taxes of $2.1 million.16

1710. COMMON STOCK

9Effective September 3, 2025, our Board of Directors expanded our existing share repurchase program by an additional $150.0 ~~COMMON~~million ~~STOCK~~ of our common stock. Share repurchases may take place on the open market or otherwise, and all or part of the repurchases may be made pursuant to Rule 10b5-1 plans or in privately negotiated transactions. The timing of repurchases is at our discretion and will depend upon several factors, including market and business conditions, future cash flows, share price, share availability, and other factors. Repurchased shares are retired and returned to an authorized but unissued status. The repurchase program may be suspended or discontinued at any time without prior notice.

Effective December 13, 2023, our Board of Directors expanded our existing share repurchase program by an additional $150.0 million. Share repurchases may take place on the open market or otherwise, and all or part of the repurchases may be made pursuant to Rule 10b5-1 plans or in privately negotiated transactions. The timing of repurchases is at our discretion and will depend upon several factors, including market and business conditions, future cash flows, share price, share availability, and other factors. Repurchased shares are retired and returned to an authorized but unissued status. The repurchase program may be suspended or discontinued at any time without prior notice.

Repurchase Activity

We repurchased shares under the share repurchase program during the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026, as summarized below. At ~~July~~January 31, ~~2025~~2026, authorization for $~~106~~92.10 million of repurchases remained under our share repurchase program.

(in millions, except per share amounts)	Three Months ~~EndedJuly~~EndedJanuary 31, ~~2025~~2026		~~Nine~~Three Months Ended ~~July~~January 31, 2025
Total number of shares purchased	02.5607		0.9742
Average price paid per share (1)	$	48.77	$	49.82
Average price paid per share(1)	$	44.13	$	51.23
Total cash paid for share repurchases(1)	$	2791.1	$	4821.3

(in millions, except per share amounts)	Three Months Ended July 31, 2024		Nine Months Ended July 31, 2024
Total number of shares purchased	—		0.56
Average price paid per share	$	—	$	42.84
Total cash paid for share repurchases	$	—	$	23.8

(1) Average price paid per share and total cash paid for share repurchases does not include any excise tax for share repurchases as part of the Inflation Reduction Act of 2022.

1011. COMMITMENTS AND CONTINGENCIES

Letters of Credit and Surety Bonds

We use letters of credit and surety bonds to secure certain commitments related to insurance programs and for other purposes. As of ~~July~~January 31, ~~2025~~2026, these letters of credit totaled $2923.75 million and surety bonds and surety-backed letters of credit totaled $1,~~018~~061.08 million.

Guarantees

In some instances, we offer clients guaranteed energy savings under certain energy savings contracts. At ~~July~~January 31, ~~2025~~2026, total guarantees were $~~200~~201.62 million and extend through 2045. We include the estimated costs of guarantees in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current, and forecasted) that is reasonably available to us. Historically, we have not incurred any material losses in connection with these guarantees.

Sales Taxes

We collect sales tax from clients and remit those collections to the applicable states. In some cases when clients fail to pay their invoices, including the amount of any sales tax that we paid on their behalf, we may be entitled to seek a refund of that amount of sales tax from the applicable state.

Sales tax laws and regulations enacted by the various states are subject to interpretation, and our compliance with such laws is routinely subject to audit and review by such states. Audit risk is concentrated in several states that are conducting ongoing audits. The outcomes of ongoing and any future audits and changes in the states’ interpretation of the sales tax laws and regulations could materially adversely impact our results of operations.

Legal Matters

We are a party to a number of lawsuits, claims, and proceedings incident to the operation of our business, including those pertaining to labor and employment, contracts, personal injury, and other matters, some of which allege substantial monetary damages. Some of these actions may be brought as class actions on behalf of a class or purported class of employees.

At ~~July~~January 31, ~~2025~~2026, the total amount accrued for probable litigation losses where a reasonable estimate of the loss could be made was $9.32 million. We do not accrue for contingent losses that, in our judgment, are considered to be reasonably possible but not probable. The estimation of reasonably possible losses also requires the analysis of multiple possible outcomes that often depend on judgments about potential actions by third parties. Our management currently estimates the range of loss for all reasonably possible losses for which a reasonable estimate of the loss can be made is between zero and $1013.93 million. Factors underlying this estimated range of loss may change from time to time, and actual results may vary significantly from this estimate.

Litigation outcomes are difficult to predict, and the estimation of probable losses requires the analysis of multiple possible outcomes that often depend on judgments about potential actions by third parties. If one or more matters are resolved in a particular period in an amount in excess of or in a manner different than what we anticipated, this could have a material adverse effect on our financial position, results of operations, or cash flows.

In some cases, although a loss is probable or reasonably possible, we cannot reasonably estimate the maximum potential losses for probable matters or the range of losses for reasonably possible matters. Therefore, our accrual for probable losses and our estimated range of loss for reasonably possible losses do not represent our maximum possible exposure.

In determining whether to include any particular lawsuit or other proceeding in our disclosure, we consider both quantitative and qualitative factors. These factors include, but are not limited to: the amount of damages and the nature of any other relief sought in the proceeding; if such damages and other relief are specified, our view of the merits of the claims; whether the action is or purports to be a class action, and our view of the likelihood that a class will be certified by the court; the jurisdiction in which the proceeding is pending; and the potential impact of the proceeding on our reputation.

We are currently not a party to any material legal proceedings, and we are not aware of filings of any pending or contemplated litigation, claims, or assessments. There can be no assurance that future legal proceedings arising in the ordinary course of business or otherwise will not have a material adverse effect on our financial position, results of operations, or cash flows.

1112. INCOME TAXES

Our quarterly tax provision is calculated using an estimated annual effective tax rate that is adjusted for discrete items occurring during the period to arrive at our effective tax rate. During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025,~~2026 ~~we had effective tax rates of 29.6%~~ and ~~26.9%~~2025, ~~respectively. During the three and nine months ended July 31, 2024,~~ we had effective tax rates of 7425.06% and 3021.74%, respectively. The difference between the estimated annual effective tax rate before discrete items and statutory rate is primarily related to state income taxes, non-deductible compensation, and tax credits.

19The Work Opportunity Tax Credit (“WOTC”) and Federal Empowerment Zone (“FEZ”) credit are federal tax credits available to employers for hiring individuals from certain targeted groups. The Company has historically benefited from these tax credits, which expired on December 31, 2025. As of January 31, 2026, the credits have not been renewed, and our effective tax rate for the quarter only includes a benefit for those employees who started work before December 31, 2025.

related to energy efficiency incentives and the non-taxable change in the fair value of the contingent consideration related to the RavenVolt Acquisition

Our effective tax rate for the nine months ended July 31, 2025, benefited from discrete items, primarily from return to provision adjustments related to our non-U.S operations. Our effective tax rate for the nine months ended July 31, 2024, was impacted by discrete items, primarily from a change in uncertain tax positions, energy efficiency incentives, a return to provision adjustment related to our non-U.S. operations, a benefit for share-based compensation, and the non-taxable change in the fair value of the contingent consideration related to the RavenVolt Acquisition.

On July 4, 2025, the United States enacted the One Big Beautiful Bill Act (“OBBBA”), which contains a broad range of tax reform provisions affecting businesses. We do not anticipate a material impact on our consolidated financial statements.

The Organisation for Economic Co-operation and Development (“OECD”) Pillar Two Model Rules established a minimum global effective tax rate of 15% on country-by-country profits of large multinational companies. European Union member states along with many other countries have adopted or expect to adopt the OECD Pillar Two Model effective January 1, 2024, or thereafter. The OECD and other countries continue to publish guidelines and legislation that include transition and safe harbor rules. We continue to monitor new legislative changes and assess the global impact of the Pillar Two Model Rules. Based on our initial assessment, Pillar Two should not have a material impact to the Company’s income tax provision.

We plan to reinvest our foreign earnings to fund future non-U.S. growth and expansion, and we do not anticipate remitting such earnings to the United States.

2019

1213. SEGMENT INFORMATION

Our current reportable segments consist of B&I, M&D, Aviation, Education, and Technical Solutions, as further described below.

REPORTABLE SEGMENTS AND DESCRIPTIONS B&I B&I, our largest reportable segment, encompasses comprehensive facility solutions, including janitorial and maintenance, facilities engineering, and parking and transportation management to a diverse range of clients. Our expertise extends to commercial real estate properties, including corporate offices for high-tech clients, sports and entertainment venues, and both traditional hospitals and non-acute healthcare facilities. We typically provide these services pursuant to monthly fixed-price, square-foot, cost-plus, and parking arrangements (i.e., management reimbursement, leased location, or allowance) that are obtained through a competitive bid process as well as pursuant to work orders. M&D M&D provides integrated facility services, engineering, janitorial and maintenance, and other specialized solutions to a variety of manufacturing, distribution, and data center facilities. We typically provide these services pursuant to monthly fixed-price, square-foot, and cost-plus arrangements, that are obtained through a competitive bid process as well as pursuant to work orders. Aviation Aviation provides comprehensive support services to airlines and airports, including parking and transportation management, janitorial and maintenance services, passenger assistance, catering logistics, aircraft cabin maintenance, and transportation solutions. We typically provide services to clients in this segment under master services agreements. These agreements are typically re-bid upon renewal and are generally structured as monthly fixed-price, square-foot, cost-plus, parking, transaction-price, and hourly arrangements. Education Education delivers comprehensive facility services to public school districts, private schools, colleges, and universities. Our services include janitorial and custodial services, landscaping and grounds maintenance, facilities engineering, and parking management. These services are typically provided pursuant to monthly fixed-price, square-foot, and cost-plus arrangements that are obtained through either a competitive bid process or re-bid upon renewal as well as pursuant to work orders. Technical Solutions Technical Solutions specializes in comprehensive facility infrastructure services, including mechanical and electrical systems, EV charging station design, installation, and maintenance, as well as microgrid systems encompassing uninterrupted power supply (“UPS”) systems and power distribution units. These offerings are strategically leveraged for cross-selling across all our industry groups, both domestically and internationally. Contracts for this segment are generally structured as electrical contracting services for energy related products such as the installation of solar solutions, battery storage, distributed generation, and other specialized electric trade.

21The accounting policies for our segments are the same as those disclosed within our significant accounting policies in Note 2, “Basis of Presentation and Significant Accounting Policies.” Our management evaluates the performance of each reportable segment based on its respective operating profit results, which include the allocation of certain centrally incurred costs. Corporate expenses not allocated to segments include certain CEO and other finance and human resource departmental expenses, certain information technology costs, share-based compensation, certain legal costs and settlements, restructuring and related costs, certain actuarial adjustments to self-insurance reserves, and direct acquisition costs.

As of January 31, 2026, the Company’s Chief Operating Decision Makers (the “CODMs”), consisting of the Chief Executive Officer and the Chief Operating Officer, evaluate the performance of ABM’s operating segments and allocate resources based on segment operating profit and revenue. These metrics are regularly reviewed as part of ABM’s internal reporting package.

Segment operating profits are used to allocate resources, including investment spending, primarily as part of the annual budget process. On a monthly basis, the CODMs review budget-to-actual variances to assess performance, monitor trends, and compare results across segments. Segment performance is also considered in the determination of incentive compensation for segment leadership. Segment asset information is not provided to the CODMs, nor is it used in evaluating segment performance or making resource allocation decisions. Accordingly, segment assets are not disclosed in this note.

The following tables present the measure of profit or loss used by the CODMs, along with other significant segment items that are regularly provided and used in managing the business:

Financial Information by Reportable Segment

	Three Months Ended July 31,				Nine Months Ended July 31,
	Three Months Ended January 31, 2026
(in millions)	~~2025~~B&I		~~2024~~M&D		~~2025~~Aviation		~~2024~~Education		Technical Solutions		Total
Revenues	$	1,065.1	$	422.3	$	297.7	$	228.7	$	229.7	$	2,243.5
Business & Industry	$	1,038.7	$	1,010.6	$	3,077.2	$	3,033.4
Significant Segment Expenses
Manufacturing & Distribution	408.9		377.1		1,201.2		1,166.6
Direct labor costs	596.4		276.1		183.6		147.3		81.5		1,284.9
Aviation	291.8		268.4		822.0		756.1
Indirect costs	29.2		5.5		3.2		5.9		26.5		70.3
Education	235.1		228.3		688.2		674.0
General and administrative	19.6		12.0		11.1		2.4		20.4		65.5
Technical Solutions	249.5		209.7		662.0		551.9
Selling	8.2		3.2		0.4		0.3		13.8		25.9
Total Revenues	$	2,224.0	$	2,094.2	$	6,450.5	$	6,182.0
Other segment items(1)	332.0		89.2		86.8		51.2		79.1		638.3
Operating profit
Segment operating profit	$	79.7	$	36.3	$	12.6	$	21.6	$	8.4	$	158.6
Business & Industry	$	73.8	$	77.8	$	236.2	$	235.0
Corporate											(81.9)
Manufacturing & Distribution	36.4		40.9		115.6		125.9
Adjustment for income from unconsolidated affiliates, included in Aviation and Technical Solutions											(1.4)
Aviation	19.7		17.8		48.4		40.6
Adjustment for tax deductions for energy efficient government buildings, included in Technical Solutions											(0.5)
Education	21.1		18.0		48.9		42.3
Total operating profit											$	74.7
Technical Solutions	19.4		17.9		49.4		41.4
Income from unconsolidated affiliates											1.4
Corporate	(85.7)		(130.6)		(251.8)		(285.0)
Interest expense											(24.0)
Adjustment for income from unconsolidated affiliates, included in Aviation and Technical Solutions	(1.3)		(1.8)		(3.4)		(4.7)
Income before income taxes											$	52.1
Adjustment for tax deductions for energy efficient government buildings, included in Technical Solutions	—		(2.6)		(0.1)		(2.6)
Other significant segment items(2)
Total operating profit	$	83.4	$	37.4	$	243.3	$	192.8
Materials and supplies	$	29.3	$	15.9	$	6.7	$	10.8	$	66.2
Income from unconsolidated affiliates	1.3		1.8		3.4		4.7
Salaries and wages (other than direct)	28.4		8.0		4.0		4.5		35.7
Interest expense	(25.3)		(21.2)		(72.1)		(63.1)
Consulting and professional services	2.8		1.0		5.4		0.4		2.4
Income before income taxes	$	59.4	$	18.0	$	174.6	$	134.4
Travel and entertainment (other than direct)	1.9		0.5		0.5		0.2		1.7
Legal	1.1		0.3		0.5		0.2		0.4

The accounting policies for our segments are the same as those disclosed within our significant accounting policies in Note 2, “Basis of Presentation and Significant Accounting Policies.” Our management evaluates the performance of each reportable segment based on its respective operating profit results, which include the allocation of certain centrally incurred corporate costs. Certain corporate costs not allocated to segments include information technology, human resources, executive and finance expenses, and legal costs and settlements. Additionally, share-based compensation, actuarial adjustments to self-insurance reserves related to prior years, acquisition and integration costs, and changes in fair values of contingent consideration are not allocated to segments. Management does not review asset information by segment, therefore we do not present assets in this note.21


	Three Months Ended January 31, 2025
(in millions)	B&I		M&D		Aviation		Education		Technical Solutions		Total
Revenues	$	1,022.9	$	394.3	$	270.1	$	225.3	$	202.3	$	2,114.9
Significant Segment Expenses
Direct labor costs	571.0		256.0		161.1		151.9		54.4		1,194.3
Indirect costs	31.5		8.6		3.4		5.5		21.9		70.8
General and administrative	18.2		11.0		10.2		2.3		19.6		61.3
Selling	7.4		3.1		0.3		0.3		13.1		24.2
Other segment items(1)	315.6		76.2		82.9		51.3		76.8		602.8
Segment operating profit	$	79.4	$	39.4	$	12.2	$	14.0	$	16.6	$	161.5
Corporate											(83.2)
Adjustment for income from unconsolidated affiliates, included in Aviation and Technical Solutions											(0.8)
Adjustment for tax deductions for energy efficient government buildings, included in Technical Solutions											—
Total operating profit											$	77.6
Income from unconsolidated affiliates											0.8
Interest expense											(22.9)
Income before income taxes											$	55.5

Other significant segment items(2)
Materials and supplies	$	28.0	$	14.2	$	5.4	$	10.8	$	61.4
Salaries and wages (other than direct)	30.1		7.9		3.8		3.9		32.6
Consulting and professional services	2.9		1.1		11.6		0.9		1.8
Travel and entertainment (other than direct)	1.9		0.4		0.5		0.3		1.9
Legal	0.4		1.0		0.6		0.2		0.2

(1) Other segment items consist of payroll related expenses, materials and supplies, insurance costs, depreciation and amortization, consulting and professional services, and various other expense items.

(2) Note these items are included in the segment expenses and operating profit shown above and are listed separately below segment operating profit as they are metrics that are separately provided to the CODMs on a regular basis.

1314. SUBSEQUENT EVENTS

~~Restructuring~~Subsequent Amendment of Amended Credit Facility and Closing of WGNSTAR Acquisition

InOn ~~the~~February ~~fourth~~3, ~~quarter of 2025~~2026, we ~~implemented~~incurred a$255.0 million ~~restructuring~~of ~~program~~the toFirst ~~further~~Incremental ~~streamline~~Term ~~our~~Loan, ~~operations~~pursuant ~~and~~to ~~improve~~an ~~the~~amendment ~~efficiency~~to ofthe ~~our~~Amended ~~support~~Credit ~~functions~~Facility. ~~This~~The ~~initiative~~initial isapplicable ~~intended~~rate with respect to ~~enhance~~the ~~overall~~First ~~organizational~~Incremental ~~effectiveness~~Term ~~and~~Loan ~~ensure~~shall ~~alignment~~be ~~between~~Term ~~the~~SOFR ~~Company’s~~plus ~~cost~~2.0% ~~structure~~per ~~and~~annum. ~~our~~Beginning ~~strategic~~on ~~growth~~the ~~objectives.~~first Weadjustment ~~anticipate~~date ~~incurring~~occurring ~~approximately~~after ~~$10.0 million~~the delivery of ~~restructuring~~a ~~charges~~compliance ~~during~~certificate for the ~~fourth~~fiscal quarter of ~~2025~~the ~~related~~Company ending April 30, 2026, the applicable rate with respect to ~~these~~the ~~organizational~~First ~~actions~~Incremental Term Loan will be determined pursuant to the applicable pricing grid set forth in the Amended Credit Facility. WeThe ~~continue~~other terms and conditions that apply to ~~review~~the ~~our~~First ~~overhead~~Incremental Term Loan are substantially the same as the terms and ~~cost~~conditions ~~structure~~that ~~for~~apply ~~additional~~to ~~efficiency~~the ~~opportunities~~other term loans outstanding under ~~this~~the ~~program.~~Amended Credit Facility.

~~Share~~On ~~Repurchase~~February ~~Program~~4, 2026, we consummated the acquisition of WGNSTAR for an aggregate purchase price of approximately $264 million in cash (subject to customary working capital adjustments). We financed the acquisition with borrowings under the Amended Credit Facility. WGNSTAR is a provider of managed workforce solutions and equipment support services for the semiconductor and high-technology industries across the U.S. and Ireland. The acquisition will be accounted for under the acquisition method. Accordingly, the assets acquired and liabilities assumed will be recognized on the date of acquisition at their estimated fair values, with the excess of the purchase price recorded as goodwill. The purchase price allocation will be subject to adjustments within the measurement period not to exceed one year from the acquisition date.

In 2019, our Board of Directors authorized a program to repurchase up to $150.0 million of our common stock. Effective September 2, 2025, authorization for $83.1 million of repurchases remained under our Share Repurchase Program, and on September 3, 2025, our Board of Directors expanded the Share Repurchase Program by an additional $150.0 million. At September 3, 2025, authorization for $233.1 million of repurchases remained under the Share Repurchase Program.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to facilitate an understanding of the results of operations and financial condition of ABM. This MD&A is provided as a supplement to, and should be read in conjunction with, our Financial Statements and our Annual Report on Form 10-K for the year ended October 31, ~~2024~~2025, which has been filed with the SEC. This MD&A contains forward-looking statements about our business, operations, and industry that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations, and intentions. Our future results and financial condition may be materially different from those we currently anticipate. See “Forward-Looking Statements” for more information.

Throughout the MD&A, amounts and percentages may not recalculate due to rounding. Unless otherwise indicated, all information in the MD&A and references to years are based on our fiscal years, which end on October 31.

Business Overview

ABM is a leading provider of integrated facility solutions, customized by industry, with a mission to make a difference, every person, every day.

In 2021, we launched our multiyear ELEVATE ~~Strategy~~transformation and systems modernization plan to strengthen our industry leadership, enhance our core service capabilities, and modernize our systems, processes, and tools — with a goal of advancing data integrity, technology enablement, and operational consistency to support long-term growth and value creation.

InAs ~~December~~this ~~2021~~work progresses, weABM ~~announced our multiyear strategic plan called ELEVATE. The ELEVATE strategy~~ is ~~designed~~entering toa ~~strengthen~~phase ~~our~~of ~~industry~~turning ~~leadership~~modernization ~~position~~efforts ~~through~~into ~~end-market~~measurable ~~repositioning~~performance ~~and~~improvements ~~build~~across on our ~~core services, which we expect will drive significant long-term value for our stakeholders~~enterprise.

WeLooking ahead, ABM will continue to ~~make~~advance ~~significant~~this ~~investments~~transformation ~~over~~and ~~the~~modernization ~~life of the~~ program, ~~which~~where ~~are~~appropriate ~~expected~~while tooptimizing ~~total~~systems ~~$200~~and processes company-wide ~~$215~~that ~~million,~~we ~~and~~expect weto ~~will~~drive ~~continue~~performance, tostrengthen ~~implement~~client ~~various~~trust, ~~measures~~and ~~with~~create ~~the~~long-term ~~aim~~value tofor ~~ELEVATE:~~shareholders.

•the client experience, by serving as a trusted advisor who can provide innovative multiservice solutions and consistent service delivery;

•the team member experience, by investing in workforce management, training, developing the next generation of ABM leaders, and building on our inclusive culture; and

•our use of technology and data to power client and employee experiences with cutting-edge data and analytics, processes, and tools that will fundamentally change how we operate our business.

Restructuring Program

In the fourth quarter of 2025, we launched a ~~restructuring~~Restructuring ~~program~~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 ~~early~~ 2026, this program is expected to deliver approximately $35.0 million of annualized cost savings. We ~~expect~~recognized ~~to record~~ $1017.0 1 million inof cumulative restructuring charges ~~related~~under this program through the first quarter of 2026. The range of the remaining costs to ~~these~~be ~~actions~~incurred inrelated to the ~~fourth~~Restructuring ~~quarter~~Program cannot be reasonably estimated at this time.

We will continue to review our overhead and cost structure for efficiency opportunities under this program.

Segment Reporting

Our current reportable segments consist of B&I, M&D, Aviation, Education, and Technical Solutions, as further described below.

REPORTABLE SEGMENTS AND DESCRIPTIONS B&I, our largest reportable segment, encompasses comprehensive facility solutions, including janitorial and maintenance, facilities engineering, and parking and transportation management to a diverse range of clients. Our expertise extends to commercial real estate properties, including corporate offices for high-tech clients, sports and entertainment venues, and both traditional hospitals and non-acute healthcare facilities. We typically provide these services pursuant to monthly fixed-price, square-foot, cost-plus, and parking arrangements (i.e., management reimbursement, leased location, or allowance) that are obtained through a competitive bid process as well as pursuant to work orders. M&D provides integrated facility services, engineering, janitorial and maintenance, and other specialized solutions to a variety of manufacturing, distribution, and data center facilities. We typically provide these services pursuant to monthly fixed-price, square-foot, and cost-plus arrangements, that are obtained through a competitive bid process as well as pursuant to work orders. Aviation provides comprehensive support services to airlines and airports, including parking and transportation management, janitorial and maintenance services, passenger assistance, catering logistics, aircraft cabin maintenance, and transportation solutions. We typically provide services to clients in this segment under master services agreements. These agreements are typically re-bid upon renewal and are generally structured as monthly fixed-price, square-foot, cost-plus, parking, transaction-price, and hourly arrangements. Education delivers comprehensive facility services to public school districts, private schools, colleges, and universities. Our services include janitorial and custodial services, landscaping and grounds maintenance, facilities engineering, and parking management. These services are typically provided pursuant to monthly fixed-price, square-foot, and cost-plus arrangements that are obtained through either a competitive bid process or re-bid upon renewal as well as pursuant to work orders. Technical Solutions specializes in comprehensive facility infrastructure services, including mechanical and electrical systems, EV charging station design, installation, and maintenance, as well as microgrid systems encompassing uninterrupted power supply (“UPS”) systems and power distribution units. These offerings are strategically leveraged for cross-selling across all our industry groups, both domestically and internationally. Contracts for this segment are generally structured as electrical contracting services for energy related products such as the installation of solar solutions, battery storage, distributed generation, and other specialized electric trade.

Key Financial Highlights

•Revenues increased by $~~129~~128.86 million, or 6.21%, to $2,~~224~~243.05 million during the three months ended ~~July~~January 31, ~~2025~~2026, as compared to the prior year period. Revenue growth was comprised of organic growth of 5.05% and acquisition growth of 10.26%. The organic revenue growth was due to net new business and expansion of business with existing customers among all our industry groups~~. The increase in revenues includes strategic pricing decisions for contract rebids within B&I and for select new wins within M&D~~, as well as higher project and recurring services revenues ~~due~~associated towith ~~the~~mission-critical ~~higher~~infrastructure ~~microgrid~~and ~~projects~~data center solutions within Technical Solutions. Acquisition growth was driven by a $2513.50 million revenue increase from the ~~Quality Uptime and~~ LMC ~~acquisitions~~Acquisition.

•We had ana ~~increase~~decrease in operating profit of $462.09 million, to $8374.47 million, during the three months ended ~~July~~January 31, ~~2025~~2026, as compared to the prior year period. The ~~increase~~decrease was primarily attributed to:

◦~~respective~~restructuring ~~revenue~~charges ~~increases~~incurred ~~for~~during ~~all~~the ~~industry~~first ~~groups~~quarter ~~and~~of ~~operational~~2026 ~~efficiencies~~under ~~within~~our ~~Aviation~~Restructuring ~~and~~Program; ~~Education.~~and

~~The~~◦service ~~increase~~mix ~~was~~and ~~partially~~timing ~~offset~~of ~~by:~~the completion of certain projects due to temporary weather related delays in Technical Solutions.

~~◦strategic~~The ~~pricing~~decrease ~~decisions~~was ~~for~~partially ~~contract~~offset ~~rebids and proactive extensions, combined with managing the timing of contract escalations to maintain and expand certain customer accounts within B&I; and~~by:

◦~~strategic~~operational ~~pricing~~efficiencies, onincluding ~~select~~cost ~~new~~savings ~~wins~~realized ~~within~~from ~~M&D~~initiatives implemented under our Restructuring Program.

•Our effective tax rates for the three months ended ~~July~~January 31, ~~2025~~2026, and ~~July~~January 31, ~~2024~~2025, were 2925.6% and 7421.04%, respectively. Our effective tax rate for the three months ended ~~July~~January 31, ~~2025~~2026, was ~~not~~reduced ~~impacted~~ by ~~any significant~~ discrete items, primarily share based compensation. Our effective tax rate for the three months ended ~~July~~January 31, ~~2024~~2025, was ~~impacted~~reduced by discrete items, ~~related~~primarily return to ~~energy~~provision ~~efficiency~~adjustments ~~incentives~~related ~~and~~to ~~the~~our non-~~taxable~~U.S. ~~change~~operations. ~~in the fair value of the contingent consideration related to the RavenVolt Acquisition~~

•Net cash provided by operating activities was $~~101~~62.0 million ~~and~~for ~~$196.3 million during~~ the ~~nine~~three months ended ~~July 31,~~January ~~2025, and July~~ 31, ~~2024~~2026, ~~respectively.~~as ~~The~~compared ~~decrease~~to ~~was~~cash ~~primarily~~used ~~driven by an increase~~ in ~~working~~operating ~~capital~~activities ~~requirements~~of ~~due~~$106.2 tomillion ~~the~~for ~~transition to~~ the ~~Company’s~~three ~~new~~months ~~ERP~~ended ~~system~~January 31, ~~for~~2025. ~~our~~The ~~B&I~~$168.2 ~~and~~million ~~M&D~~improvement ~~segments~~was ~~that~~primarily ~~temporarily~~driven ~~delayed~~by ~~invoicing~~favorable tochanges ~~certain clients within these industry groups~~ in ~~the~~working ~~first~~capital, ~~half~~including ofimproved ~~2025. There has been significant improvement in operating~~ cash ~~flows~~collections ~~during the third quarter,~~ and wetiming ~~anticipate~~of ~~full normalization in the fourth quarter~~payments.

•Dividends of $4917.43 million were paid to shareholders, and dividends totaling $0.~~795~~290 per common share were declared during the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026. Additionally, ~~in August 2025~~ we repurchased 02.491 million shares for $2391.01 million, excluding excise taxes, ~~making~~during ~~our~~the ~~total~~three ~~share~~months ~~purchases~~ended ~~in 2025 1.46 million shares for $71.3 million~~January 31, ~~excluding excise taxes~~2026.

•At ~~July~~January 31, ~~2025~~2026, total outstanding borrowings under our Amended Credit Facility were $1.56 billion. At ~~July~~January 31, ~~2025~~2026, we had up to $~~621~~507.7 million of borrowing capacity.

Results of Operations

Three Months Ended ~~July~~January 31, ~~2025~~2026, Compared with the Three Months Ended ~~July~~January 31, ~~2024~~2025

Consolidated

	Three Months Ended July 31,
	Three Months Ended January 31,
(in millions, except per share amounts)	~~2025~~2026			~~2024~~2025			Increase / (Decrease)
Revenues	$	2,~~224~~243.05		$	2,~~094~~114.29		$	~~129~~128.86	6.21%
Operating expenses	1,~~949~~983.65			1,~~831~~855.01			~~118~~128.64		6.59%
Gross margin	1211.36		%	12.63		%	(2369) bps
Selling, general and administrative expenses	~~177~~169.58			~~211~~169.80			~~(34~~0.3)8		~~(16~~0.2)4%
Amortization of intangible assets	13.4			14.0			(0.6)		(4.2)%
Restructuring and related expenses	3.7			—			3.7		NM*
Operating profit	83.4			37.4			46.0		NM*
Amortization of intangible assets	11.9			13.3			(1.4)		(10.0)%
Income from unconsolidated affiliates	1.3			1.8			(0.5)		(29.0)%
Operating profit	74.7			77.6			(2.9)		(3.7)%
Interest expense	(25.3)			(21.2)			(4.1)		(19.5)%
Income from unconsolidated affiliates	1.4			0.8			0.6		88.3%
Income before income taxes	59.4			18.0			41.4		NM*
Interest expense	(24.0)			(22.9)			(1.1)		(4.9)%
Income tax provision	(17.6)			(13.3)			(4.3)		(31.8)%
Income before income taxes	52.1			55.5			(3.4)		(6.0)%
Net income	41.8			4.7			37.1		NM*
Income tax provision	(13.4)			(11.9)			(1.5)		(12.7)%
Other comprehensive income (loss)
Net income	38.8			43.6			(4.8)		(11.1)%
Interest rate swaps	0.8			(12.4)			13.2		NM*
Other comprehensive income
Foreign currency translation and other	(1.5)			2.7			(4.2)		NM*
Interest rate swaps	(1.9)			(1.1)			(0.8)		(68.0)%
Income tax (provision) / benefit	(0.2)			3.2			(3.4)		NM*
Foreign currency translation and other	9.5			(7.6)			17.1		NM*
Comprehensive income (loss)	$	41.0		$	(1.8)		$	42.8	NM*
Income tax benefit	0.5			0.3			0.2		70.2%
Comprehensive income	$	46.9		$	35.2		$	11.7	33.5%

*Not meaningful

Revenues

Revenues increased by $~~129~~128.86 million, or 6.21%, to $2,~~224~~243.05 million during the three months ended ~~July~~January 31, ~~2025~~2026, as compared to the prior year period. Revenue growth was comprised of organic growth of 5.05% and acquisition growth of 10.26%. The organic revenue growth was due to net new business and expansion of business with existing customers among all our industry groups~~. The increase in revenues includes strategic pricing decisions for contract rebids within B&I and for select new wins within M&D~~, as well as higher project and recurring services revenues ~~due~~associated towith ~~the~~mission-critical ~~higher~~infrastructure ~~microgrid~~and ~~projects~~data center solutions within Technical Solutions. Acquisition growth was driven by a $2513.50 million revenue increase from the ~~Quality Uptime and~~ LMC ~~acquisitions~~Acquisition.

Operating Expenses

Operating expenses increased by $~~118~~128.64 million, or 6.59%, to $1,~~949~~983.65 million during the three months ended ~~July~~January 31, ~~2025~~2026, as compared to the prior year period. Gross margin decreased by 2369 bps to 1211.36% in the three months ended ~~July~~January 31, ~~2025~~2026, from 12.63% in the prior year period. The decrease in gross margin was primarily driven by strategic pricing decisions for contract rebids within B&I, ~~and~~service ~~select~~mix ~~new wins~~ within M&D asand ~~well~~Technical asSolutions, ~~the~~and ~~management~~weather-related ofdisruptions ~~contract~~in ~~escalation~~Aviation ~~timing to maintain~~ and ~~expand~~Technical ~~certain customer accounts within B&I~~Solutions. This was partially offset by operational efficiencies ~~within~~achieved ~~Aviation~~through ~~and~~our ~~Education~~Restructuring ~~and~~Program aas ~~decrease~~well inas ~~the~~positive ~~prior~~operational ~~year~~impacts ~~insurance~~from ~~adjustment~~weather-related disruptions within Education.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ~~decreased~~increased by $340.38 million, or 160.24%, to $~~177~~169.58 million during the three months ended ~~July~~January 31, ~~2025~~2026, as compared to the prior year period. The ~~decrease~~increase in selling, general and administrative expenses was primarily attributable to:

•~~an absence of an adjustment to the contingent consideration related to the RavenVolt Acquisition as compared to~~ a $362.05 million ~~fair value adjustment to~~ increase ~~the~~in ~~contingent~~costs ~~consideration~~associated ~~recorded~~with ~~during~~systems’ ~~the three months ended July 31, 2024~~go-live.

The increase was partially offset by:

~~The~~•a $2.4 million decrease ~~was~~in ~~partially~~accruals ~~offset~~for ~~by:~~potential legal settlements.

•an $11.1 million increase in compensation and related expenses primarily due to higher salaries and headcount expansion from recent acquisitions.

Amortization of Intangible Assets

Amortization of intangible assets decreased by $01.64 million, or 410.20%, to $1311.49 million during the three months ended ~~July~~January 31, ~~2025~~2026, as compared to the prior year period. The decrease was primarily ~~due~~attributable to ~~the~~certain ~~lower amortization of~~ intangibles, ~~primarily intangibles~~ acquired as part of the Able and GCA acquisitions~~, partially offset by amortization of intangibles from the Quality Uptime and LMC acquisitions~~.

Interest Expense

Interest expense increased by $41.1 million, or 194.59%, to $2524.30 million during the three months ended ~~July~~January 31, ~~2025~~2026, as compared to the prior year period, and was driven by higher borrowings from our Amended Credit Facility to fund working capital requirements due to the transition to the Company’s new ERP system for our B&I and M&D segments that temporarily delayed invoicing to certain clients within these industry groups in the first half of 2025, and payment of the $75.~~0 million contingent consideration liability related to the RavenVolt Acquisition.~~

Income Taxes from Operations

Our effective tax rates from income on operations for the three months ended ~~July~~January 31, ~~2025~~2026, and ~~July~~January 31, ~~2024~~2025, were 2925.6% and 7421.04%, respectively, resulting in provisions for taxes of $1713.64 million and $1311.39 million, respectively.

Our effective tax rate for the three months ended ~~July~~January 31, ~~2025~~2026, was ~~not~~reduced ~~impacted~~ by ~~any significant~~ discrete items, primarily share based compensation. Our effective tax rate for the three months ended ~~July~~January 31, ~~2024~~2025, was ~~impacted~~reduced by discrete items, ~~related~~primarily return to ~~energy~~provision ~~efficiency~~adjustments ~~incentives~~related ~~and~~to ~~the~~our non-~~taxable~~U.S. ~~change in the fair value of the contingent consideration related to the RavenVolt Acquisition~~operations.

The WOTC and FEZ credit are federal tax credits available to employers for hiring individuals from certain targeted groups. We have historically benefited from these credits, and they expired on December 31, 2025. As of January 31, 2026, the credits have not been renewed and our effective tax rate for the three months ended January 31, 2026, includes a benefit only for those employees who started work before December 31, 2025. Any extension or renewal of the WOTC and FEZ credit is subject to future legislative action by Congress and would occur retroactively.

Interest Rate Swaps

We had a ~~gain~~loss of $01.89 million on interest rate swaps during the three months ended ~~July~~January 31, ~~2025~~2026, as compared to a loss of $121.41 million during the three months ended ~~July~~January 31, ~~2024~~2025, primarily due to underlying changes in the fair value of our interest rate swaps.

Foreign Currency Translation

We had a foreign currency translation ~~loss~~gain of $19.5 million during the three months ended ~~July~~January 31, ~~2025~~2026, as compared to a foreign currency translation ~~gain~~loss of $2.7.6 million during the three months ended ~~July~~January 31, ~~2024~~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.

Segment Information

Financial Information for Each Reportable Segment

	Three Months Ended July 31,
	Three Months Ended January 31,
(in millions)	~~2025~~2026			~~2024~~2025			Increase / (Decrease)
Revenues
Business & Industry	$	1,~~038~~065.71		$	1,~~010~~022.69		$	2842.12	24.81%
Manufacturing & Distribution	~~408~~422.93			~~377~~394.13			3128.80		87.41%
Aviation	~~291~~297.87			~~268~~270.41			2327.46		810.72%
Education	~~235~~228.17			~~228~~225.3			63.84		31.05%
Technical Solutions	~~249~~229.57			~~209~~202.73			3927.84		1913.06%
	$	2,~~224~~243.05		$	2,~~094~~114.29		$	~~129~~128.86	6.21%
Operating profit
Business & Industry	$	7379.87		$	7779.84		$	~~(4.~~0).3	(50.2)4%
Operating profit margin	7.15		%	7.78		%	(6028) bps
Manufacturing & Distribution	36.43			4039.94			(43.51)		(117.17)%
Operating profit margin	8.96		%	10.90		%	(~~196~~139) bps
Aviation	1912.76			1712.82			10.94		112.07%
Operating profit margin	64.82		%	64.65		%	14(31) bps
Education	21.16			1814.0			37.16		1754.2%
Operating profit margin	9.04		%	76.92		%	~~109~~322 bps
Technical Solutions	198.4			1716.96			1(8.52)		8(49.50)%
Operating profit margin	73.87		%	8.52		%	(75452) bps
Corporate	(8581.79)			(~~130~~83.62)			441.93		341.46%
Adjustment for income from unconsolidated affiliates, included in Aviation and Technical Solutions	(1.34)			(10.8)			(0.56)		29(88.03)%
Adjustment for tax deductions for energy efficient government buildings, included in Technical Solutions	—(0.5)			~~(2.6)~~—			2(0.65)		NM*
	$	8374.47		$	3777.46		$	46(2.09)	~~123~~(3.07)%

*Not meaningful

Business & Industry
	Three Months Ended July 31,
	Three Months Ended January 31,
($ in millions)	~~2025~~2026			~~2024~~2025			Increase / (Decrease)
Revenues	$	1,~~038~~065.71		$	1,~~010~~022.69		$	2842.12	24.81%
Operating profit	7379.87			7779.84			~~(4.~~0).3		(50.2)4%
Operating profit margin	7.15		%	7.78		%	(6028) bps

B&I revenues increased by $2842.12 million, or 24.81%, to $1,~~038~~065.71 million during the three months ended ~~July~~January 31, ~~2025~~2026, as compared to the prior year period. The revenue increase was primarily driven by client expansions ~~both~~domestically ~~domestic~~ and ~~international.~~new ~~This~~client ~~includes~~wins ~~strategic~~internationally ~~pricing~~as ~~decisions~~well ~~for~~as ~~contract~~higher ~~rebids~~volumes ~~and~~of ~~proactive~~work ~~extensions,~~orders asacross ~~well~~all asgeographies. ~~higher~~This ~~volumes~~includes instrategic ~~our~~pricing ~~sports~~decisions for contract rebids and ~~entertainment~~proactive ~~business~~extensions. Management reimbursement revenues for this segment totaled $7573.48 million and $6971.93 million for the three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, respectively.

Operating profit ~~decreased~~increased by $4.0.3 million, or 50.24%, to $7379.87 million during the three months ended ~~July~~January 31, ~~2025~~2026, as compared to the prior year period. Operating profit margin decreased by 6028 bps to 7.15% in the three months ended ~~July~~January 31, ~~2025~~2026, from 7.78% in the prior year period. The decrease in operating profit margin was primarily driven by strategic pricing decisions for contract rebids and proactive extensions, ~~combined~~and ~~with~~investments ~~managing~~made ~~contract~~in ~~escalation~~the ~~timing~~second tohalf ~~maintain~~of ~~and~~2025 ~~expand~~to hire certain ~~customer~~sales ~~accounts~~expertise to support future growth, partially offset by operational efficiencies achieved through our Restructuring Program.

Manufacturing & Distribution
	Three Months Ended July 31,
	Three Months Ended January 31,
($ in millions)	~~2025~~2026			~~2024~~2025			Increase / (Decrease)
Revenues	$	~~408~~422.93		$	~~377~~394.13		$	3128.80	87.41%
Operating profit	36.43			4039.94			(43.51)		(117.17)%
Operating profit margin	8.96		%	10.90		%	(~~196~~139) bps

M&D revenues increased by $3128.80 million, or 87.41%, to $~~408~~422.93 million during the three months ended ~~July~~January 31, ~~2025~~2026, as compared to the prior year period. The increase was primarily attributable to the expansion of business with existing clients and new business wins~~, including strategic pricing decisions for select new wins~~. ~~This was partially offset by a loss of a certain customer in the first quarter of 2025.~~

Operating profit decreased by $43.51 million, or 117.17%, to $36.43 million during the three months ended ~~July~~January 31, ~~2025~~2026, as compared to the prior year period. Operating profit margin decreased by ~~196~~139 bps to 8.96% in the three months ended ~~July~~January 31, ~~2025~~2026, from 10.90% in the prior year period. The decrease in operating profit margin was primarily attributable to ~~strategic~~contract ~~pricing~~mix ~~on select new wins,~~ and investments made in the ~~fourth~~second ~~quarter~~half of ~~2024~~2025 to hire certain technical expertise to support future growth.

Aviation
	Three Months Ended July 31,
	Three Months Ended January 31,
($ in millions)	~~2025~~2026			~~2024~~2025			Increase / (Decrease)
Revenues	$	~~291~~297.87		$	~~268~~270.41		$	2327.46	810.72%
Operating profit	1912.76			1712.82			10.94		112.07%
Operating profit margin	64.82		%	64.65		%	14(31) bps

Aviation revenues increased by $2327.46 million, or 810.72%, to $~~291~~297.87 million during the three months ended ~~July~~January 31, ~~2025~~2026, as compared to the prior year period. The increase was primarily attributable to new business wins in the second half of 2025 and scope expansions with ~~the~~ existing clients both domestically and internationally. Management reimbursement revenues for this segment totaled $1315.36 million and $910.6 million for the three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, respectively.

Operating profit increased by $10.94 million, or 112.07%, to $1912.76 million for the three months ended ~~July~~January 31, ~~2025~~2026, as compared to the prior year period. Operating profit margin ~~increased~~decreased by 1431 bps to 64.82% in the three months ended ~~July~~January 31, ~~2025~~2026. The operating profit margin ~~increased~~decreased primarily due to ~~contract mix and operational efficiencies, particularly in managing overhead costs, partially offset by~~ weather-related ~~inefficiencies~~disruptions at airport locations.

Education
	Three Months Ended July 31,
	Three Months Ended January 31,
($ in millions)	~~2025~~2026			~~2024~~2025			Increase
Revenues	$	~~235~~228.17		$	~~228~~225.3		$	63.84	31.05%
Operating profit	21.16			1814.0			37.16		1754.2%
Operating profit margin	9.04		%	76.92		%	~~109~~322 bps

Education revenues increased by $63.84 million, or 31.05%, to $~~235~~228.17 million during the three months ended ~~July~~January 31, ~~2025~~2026, as compared to the prior year period. The increase was primarily attributable to ~~net~~ new business ~~and scope expansions with the existing clients~~wins.

Operating profit increased by $37.16 million, or 1754.2%, to $21.16 million for the three months ended ~~July~~January 31, ~~2025~~2026, as compared to the prior year period. Operating profit margin increased by ~~109~~322 bps to 9.04% in the three months ended ~~July~~January 31, ~~2025~~2026, from 76.92% in the prior year period. The increase in operating profit margin was primarily attributable to operational efficiencies, ~~particularly~~partially inaided ~~managing~~by ~~overtime,~~the ~~materials~~impact ~~and~~of ~~supplies,~~weather-related ~~and~~school ~~general~~closures ~~and~~on ~~administrative~~operating ~~headcount~~costs.

Technical Solutions
	Three Months Ended July 31,
	Three Months Ended January 31,
($ in millions)	~~2025~~2026			~~2024~~2025			Increase / (Decrease)
Revenues	$	~~249~~229.57		$	~~209~~202.73		$	3927.84	1913.06%
Operating profit	198.4			1716.96			1(8.52)		8(49.50)%
Operating profit margin	73.87		%	8.52		%	(75452) bps

Technical Solutions revenues increased by $3927.84 million, or 1913.06%, to $~~249~~229.57 million during the three months ended ~~July~~January 31, ~~2025~~2026, as compared to the prior year period. Revenue growth was comprised of organic growth of 67.81% and acquisition growth of 126.24%. The organic revenue growth was primarily driven by ~~higher~~our ~~project~~Mission ~~revenues~~Critical ~~due~~business, toreflecting ~~the~~higher ~~microgrid~~project ~~projects~~and asrecurring ~~well~~services asrevenues ~~certain~~associated ~~infrastructure~~with ~~solutions~~mission-critical ~~projects,~~infrastructure ~~partially~~and ~~offset~~data bycenter ~~a decrease in electric vehicle charging station revenues~~solutions. Acquisition growth was driven by a $2513.50 million revenue increase from the ~~Quality Uptime and~~ LMC ~~acquisitions~~Acquisition.

Operating profit ~~increased~~decreased by $18.52 million, or 849.50%, to $198.4 million during the three months ended ~~July~~January 31, ~~2025~~2026, as compared to the prior year period. Operating profit margin decreased by 75452 bps to 73.87% in the three months ended ~~July~~January 31, ~~2025~~2026, from 8.52% in the prior year period. The decrease in operating profit margin was primarily attributable to service mix, ~~and~~as ~~higher~~well ~~amortization~~as temporary weather-related delays in the completion of ~~intangible~~certain ~~assets~~projects.

Corporate
	Three Months Ended July 31,
	Three Months Ended January 31,
($ in millions)	~~2025~~2026		~~2024~~2025		Decrease
Corporate expenses	$	(8581.79)	$	(~~130~~83.62)	$	441.93	341.46	%

Corporate expenses decreased by $441.93 million, or 341.46%, to $8581.79 million during the three months ended ~~July~~January 31, ~~2025~~2026, as compared to the prior year period. The decrease in corporate expenses was primarily attributable to:

•~~an absence of an adjustment to the contingent consideration related to the RavenVolt Acquisition as compared to~~ a $364.08 million ~~fair~~decrease ~~value~~in ~~adjustment~~accruals tofor ~~increase~~potential ~~the~~legal ~~contingent consideration recorded during the three months ended July 31, 2024; and~~settlements.

•a $7.1 million decrease in unfavorable self-insurance reserve adjustment as a result of actuarial evaluations completed.

The decrease was partially offset by:

•a $43.27 million increase in ~~compensation~~restructuring ~~and~~charges ~~related~~under ~~expenses~~our ~~primarily~~Restructuring ~~due to higher salaries and headcount expansion from recent acquisitions~~Program.

Results of Operations

Nine Months Ended July 31, 2025, Compared with the Nine Months Ended July 31, 2024

	Nine Months Ended July 31,
(in millions)	2025			2024			Increase / (Decrease)
Revenues	$	6,450.5		$	6,182.0		$	268.5	4.3%
Operating expenses	5,645.7			5,420.8			224.9		4.1%
Gross margin	12.5		%	12.3		%	16 bps
Selling, general and administrative expenses	521.7			526.3			(4.6)		(0.9)%
Amortization of intangible assets	39.9			42.2			(2.3)		(5.5)%
Operating profit	243.3			192.8			50.5		26.2%
Income from unconsolidated affiliates	3.4			4.7			(1.3)		(28.4)%
Interest expense	(72.1)			(63.1)			(9.0)		(14.2)%
Income before income taxes	174.6			134.4			40.2		29.9%
Income tax provision	(47.0)			(41.3)			(5.7)		(13.8)%
Net income	127.6			93.1			34.5		37.0%
Other comprehensive income (loss)
Interest rate swaps	(5.7)			(18.1)			12.4		(68.6)%
Foreign currency translation and other	5.2			6.4			(1.2)		(18.8)%
Income tax benefit	1.5			4.7			(3.2)		(68.9)%
Comprehensive income	$	128.6		$	86.1		$	42.5	49.3%

*Not meaningful

Revenues

Revenues increased by $268.5 million, or 4.3%, to $6,450.5 million during the nine months ended July 31, 2025, as compared to the prior year period. Revenue growth was comprised of organic growth of 3.4% and acquisition growth of 0.9%. The organic revenue growth was primarily driven by higher project revenues due to the higher microgrid projects within Technical Solutions and the net new business and expansion of business with existing customers within Aviation, B&I, M&D, and Education, partially offset by strategic pricing decisions, including for contract rebids within B&I and for new wins within M&D. Acquisition growth was driven by a $54.8 million revenue increase from the Quality Uptime and LMC acquisitions.

Operating Expenses

Operating expenses increased by $224.9 million, or 4.1%, to $5,645.7 million during the nine months ended July 31, 2025, as compared to the prior year period. Gross margin increased by 16 bps to 12.5% in the nine months ended July 31, 2025, from 12.3% in the nine months ended July 31, 2024. The increase in gross margin was primarily driven by operational efficiencies within Aviation and Education and a decrease in prior year insurance adjustment, partially offset by strategic pricing decisions for contract rebids and proactive extensions combined with managing contract escalation timing to maintain and expand certain customer accounts within B&I and strategic pricing on select new wins within M&D.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased by $4.6 million, or 0.9%, to $521.7 million during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024. The decrease in selling, general and administrative expenses was primarily attributable to:

•an absence of an adjustment to the contingent consideration related to the RavenVolt Acquisition as compared to a $36.0 million fair value adjustment to increase the contingent consideration recorded during the three months ended July 31, 2024.

The decrease was partially offset by:

•a $24.8 million increase in compensation and related expenses primarily due to higher salaries, certain incentive plans, headcount expansion from recent acquisitions, and ongoing business growth; and

•a $6.4 million increase in costs associated with systems’ go-live.

Amortization of Intangible Assets

Amortization of intangible assets decreased by $2.3 million, or 5.5%, to $39.9 million during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024. This decrease was due to lower amortization of intangibles, primarily intangibles acquired as part of the Able and GCA acquisitions, partially offset by amortization of intangibles from the Quality Uptime and LMC acquisitions.

Interest Expense

Interest expense increased by $9.0 million to $72.1 million during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024. The increase was driven by higher borrowings from our Amended Credit Facility to fund working capital requirements.

Income Taxes from Operations

Our effective tax rates on income from operations for the nine months ended July 31, 2025, and July 31, 2024, were 26.9% and 30.7%, respectively, resulting in provisions for taxes of $47.0 million and $41.3 million, respectively.

Our effective tax rate for the nine months ended July 31, 2025, benefited from discrete items, primarily from a return to provision adjustments related to our non-U.S. operations. Our effective tax rate for the nine months ended July 31, 2024, was impacted by discrete items, primarily from a change for uncertain tax positions, energy efficiency incentives, a return to provision adjustment related to our non-U.S. operations, a benefit for share-based compensation, and the non-taxable change in fair value of the contingent consideration related to the RavenVolt Acquisition.

Interest Rate Swaps

We had a loss of $5.7 million during the nine months ended July 31, 2025, as compared to a loss of $18.1 million during the nine months ended July 31, 2024, primarily due to underlying changes in the fair value of our interest rate swaps.

Foreign Currency Translation

We had a foreign currency translation gain of $5.2 million during the nine months ended July 31, 2025, as compared to a foreign currency translation gain of $6.4 million during the nine months ended July 31, 2024. 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.

Segment Information

Financial Information for Each Reportable Segment

	Nine Months Ended July 31,
(in millions)	2025			2024			Increase / (Decrease)
Revenues
Business & Industry	$	3,077.2		$	3,033.4		$	43.8	1.4%
Manufacturing & Distribution	1,201.2			1,166.6			34.6		3.0%
Aviation	822.0			756.1			65.9		8.7%
Education	688.2			674.0			14.2		2.1%
Technical Solutions	662.0			551.9			110.1		20.0%
	$	6,450.5		$	6,182.0		$	268.5	4.3%
Operating profit
Business & Industry	$	236.2		$	235.0		$	1.2	0.5%
Operating profit margin	7.7		%	7.7		%	(7) bps
Manufacturing & Distribution	115.6			125.9			(10.3)		(8.1)%
Operating profit margin	9.6		%	10.8		%	(116) bps
Aviation	48.4			40.6			7.8		19.5%
Operating profit margin	5.9		%	5.4		%	53 bps
Education	48.9			42.3			6.6		15.6%
Operating profit margin	7.1		%	6.3		%	83 bps
Technical Solutions	49.4			41.4			8.0		19.4%
Operating profit margin	7.5		%	7.5		%	(4) bps
Corporate	(251.8)			(285.0)			33.2		11.6%
Adjustment for income from unconsolidated affiliates, included in Aviation and Technical Solutions	(3.4)			(4.7)			1.3		28.4%
Adjustment for tax deductions for energy efficient government buildings, included in Technical Solutions	(0.1)			(2.6)			2.5		NM*
	$	243.3		$	192.8		$	50.5	26.2%

*Not meaningful

Business & Industry
	Nine Months Ended July 31,
($ in millions)	2025			2024			Increase / (Decrease)
Revenues	$	3,077.2		$	3,033.4		$	43.8	1.4%
Operating profit	236.2			235.0			1.2		0.5%
Operating profit margin	7.7		%	7.7		%	(7) bps

B&I revenues increased by $43.8 million, or 1.4%, to $3,077.2 million during the nine months ended July 31, 2025, as compared to the prior year period. The revenue increase was primarily driven by client expansions both domestic and international, partially offset by strategic pricing decisions for contract rebids and attrition of certain engineering clients. Management reimbursement revenues for this segment totaled $218.4 million and $209.0 million for the nine months ended July 31, 2025 and 2024, respectively.

Operating profit increased by $1.2 million, or 0.5%, to $236.2 million during the nine months ended July 31, 2025, as compared to the prior year period. Operating profit margin decreased by 7 bps to 7.7% in the nine months ended July 31, 2025, from 7.7% in the nine months ended July 31, 2024. The decrease in operating profit margin was primarily driven by strategic pricing decisions for contract rebids and proactive extensions combined with managing contract escalation timing to maintain and expand certain customer accounts, partially offset by lower amortization of intangible assets.

Manufacturing & Distribution
	Nine Months Ended July 31,
($ in millions)	2025			2024			Increase / (Decrease)
Revenues	$	1,201.2		$	1,166.6		$	34.6	3.0%
Operating profit	115.6			125.9			(10.3)		(8.1)%
Operating profit margin	9.6		%	10.8		%	(116) bps

M&D revenues increased by $34.6 million, or 3.0%, to $1,201.2 million during the nine months ended July 31, 2025, as compared to the prior year period. The increase was primarily attributable to the expansion of business with existing clients and new business wins, including strategic pricing decisions for select new wins. This was partially offset by a loss of a certain customer in the first quarter of 2025.

Operating profit decreased by $10.3 million, or 8.1%, to $115.6 million during the nine months ended July 31, 2025, as compared to the prior year period. Operating profit margin decreased by 116 bps to 9.6% in the nine months ended July 31, 2025, from 10.8% in the nine months ended July 31, 2024. The decrease in operating profit margin was primarily attributable to strategic pricing on select new wins and investments made in the fourth quarter of 2024 to hire certain technical expertise to support future growth.

Aviation
	Nine Months Ended July 31,
($ in millions)	2025			2024			Increase
Revenues	$	822.0		$	756.1		$	65.9	8.7%
Operating profit	48.4			40.6			7.8		19.5%
Operating profit margin	5.9		%	5.4		%	53 bps

Aviation revenues increased by $65.9 million, or 8.7%, to $822.0 million during the nine months ended July 31, 2025, 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 $36.5 million and $27.3 million for the nine months ended July 31, 2025 and 2024, respectively.

Operating profit increased by $7.8 million, or 19.5%, to $48.4 million during the nine months ended July 31, 2025, as compared to the prior year period. Operating profit margin increased by 53 bps to 5.9% in the nine months ended July 31, 2025, from 5.4% in the nine months ended July 31, 2024. The increase was primarily attributable to contract mix and operational efficiencies, particularly in managing overhead costs, partially offset by base wage increases.

Education
	Nine Months Ended July 31,
($ in millions)	2025			2024			Increase
Revenues	$	688.2		$	674.0		$	14.2	2.1%
Operating profit	48.9			42.3			6.6		15.6%
Operating profit margin	7.1		%	6.3		%	83 bps

Education revenues increased by $14.2 million, or 2.1%, to $688.2 million during the nine months ended July 31, 2025, as compared to the prior year period. The increase was primarily attributable to net new business and expansion of business with existing customers.

Operating profit increased by $6.6 million, or 15.6%, during the nine months ended July 31, 2025, as compared to the prior year period. Operating profit margin increased by 83 bps to 7.1% in the nine months ended July 31, 2025, from 6.3% in the nine months ended July 31, 2024. The increase in operating profit margin was primarily attributable to operational efficiencies, particularly in managing overtime, materials and supplies, and general and administrative headcount, partially offset by base wage increases.

Technical Solutions
	Nine Months Ended July 31,
($ in millions)	2025			2024			Increase / (Decrease)
Revenues	$	662.0		$	551.9		$	110.1	20.0%
Operating profit	49.4			41.4			8.0		19.4%
Operating profit margin	7.5		%	7.5		%	(4) bps

Technical Solutions revenues increased by $110.1 million, or 20.0%, to $662.0 million during the nine months ended July 31, 2025, as compared to the prior year period. Revenue growth was comprised of organic growth of 10.0% and acquisition growth of 10.0%. The organic revenue increase was primarily driven by higher project revenues due to the higher microgrid systems projects, partially offset by a decrease in electric vehicle charging station revenues. Acquisition growth was driven by a $54.8 million revenue increase from the Quality Uptime and LMC acquisitions.

Operating profit increased by $8.0 million, or 19.4%, to $49.4 million during the nine months ended July 31, 2025, as compared to the prior year period. Operating profit margin decreased by 4 bps to 7.5% in the nine months ended July 31, 2025, from 7.5% in the nine months ended July 31, 2024. The decrease in operating profit margin was primarily attributable to higher amortization of intangible assets.

Corporate
	Nine Months Ended July 31,
($ in millions)	2025		2024		Decrease
Corporate expenses	$	(251.8)	$	(285.0)	$	33.2	11.6%

Corporate expenses decreased by $33.2 million, or 11.6%, to $251.8 million during the nine months ended July 31, 2025, as compared to the prior year period. The decrease in corporate expenses was primarily attributable to:

•a $16.8 million decrease in unfavorable self-insurance reserve adjustment as a result of actuarial evaluations completed.

This decrease was partially offset by:

•a $9.7 million increase in compensation and related expenses primarily due to higher salaries and headcount expansion from recent acquisitions; and

•a $5.4 million increase in costs associated with systems’ go-live.

Liquidity and Capital Resources

Our primary sources of liquidity are operating cash flows and borrowing capacity under our Amended Credit Facility. We assess our liquidity in terms of our ability to generate cash to fund our short- and long-term cash requirements. As such, we project our anticipated cash requirements as well as cash flows generated from operating activities to meet those needs.

In addition to normal working capital requirements, we anticipate that our short- and long-term cash requirements will include funding legal settlements, insurance claims, dividend payments, capital expenditures, share repurchases, mandatory loan repayments, contingent consideration payments from acquisitions, and systems and technology transformation initiatives under our ELEVATE strategy. We anticipate long-term cash uses may also include strategic acquisitions. On a long-term basis, we will continue to rely on our Amended Credit Facility for any long-term funding not provided by operating cash flows.

and technology transformation initiatives under our ELEVATE strategy. We anticipate long-term cash uses may also include strategic acquisitions. On a long-term basis, we will continue to rely on our Amended Credit Facility for any long-term funding not provided by operating cash flows.

We believe that our operating cash flows and borrowing capacity under our Amended Credit Facility are sufficient to fund our cash requirements for the next 12 months. In the event that our plans change or our cash requirements are greater than we anticipate, we may need to access the capital markets to finance future cash requirements. However, there can be no assurance that such financing will be available to us should we need it or, if available, that the terms will be satisfactory to us and not dilutive to existing shareholders.

Credit Facility

On September 1, 2017, we refinanced and replaced our then-existing $800.0 million credit facility with a new senior, secured five-year syndicated credit facility, consisting of a $900.0 million revolver and an $800.0 million amortizing term loan. In accordance with terms of the Credit Facility, the revolver was reduced to $800.0 million on September 1, 2018. On February 26, 2025, we amended and restated the Credit Facility (the “Amended Credit Facility”), extending the maturity date to February 26, 2030, and increasing the capacity of the revolving credit facility from $1.3 billion to $1.6 billion and the then-remaining term loan outstanding from $528.1 million to $600.0 million. The Amended Credit Facility provides for the issuance of up to $250.0 million for standby letters of credit and the issuance of up to $100.0 million in swingline advances.

During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026, we made principal payments under the term loan of $7.5 million ~~and $15~~.~~6 million, respectively.~~ At ~~July~~January 31, ~~2025~~2026, the total outstanding borrowings under our Amended Credit Facility in the form of cash borrowings and standby letters of credit were $1.56 billion and $2923.75 million, respectively, and our weighted average interest rate on all outstanding borrowings, excluding letters of credit, was 65.0944%. At ~~July~~January 31, ~~2025~~2026, we had up to $~~621~~507.7 million of borrowing capacity.

Reinvestment of Foreign Earnings

We plan to reinvest our foreign earnings to fund future non-U.S. growth and expansion, and we do not anticipate remitting such earnings to the United States.

IFM Insurance Company

IFM Assurance Company (“IFM”) is a wholly owned captive insurance company that we formed in 2015. IFM is part of our enterprise-wide, multiyear insurance strategy that is intended to better position our risk and safety programs and provide us with increased flexibility in the end-to-end management of our insurance programs. IFM began providing coverage to us as of January 1, 2015.

Share Repurchases

We repurchased shares under the share repurchase program during the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026, as summarized below. Share repurchases may take place on the open market or otherwise, and all or part of the repurchases may be made pursuant to Rule 10b5-1 plans or in privately negotiated transactions. The timing of repurchases is at our discretion and will depend upon several factors, including market and business conditions, future cash flows, share price, share availability, and other factors. Repurchased shares are retired and returned to an authorized but unissued status. The share repurchase program may be suspended or discontinued at any time without prior notice. At January 31, 2026, authorization for $92.0 million of repurchases remained under our share repurchase program.


(in millions, except per share amounts)	Three Months Ended January 31, 2026		Three Months Ended January 31, 2025
Total number of shares purchased	2.07		0.42
Average price paid per share(1)	$	44.13	$	51.23
Total cash paid for share repurchases(1)	$	91.1	$	21.3

any time without prior notice. At July 31, 2025, authorization for $106.1 million of repurchases remained under our share repurchase program.

(in millions, except per share amounts)	Three Months EndedJuly 31, 2025		Nine Months Ended July 31, 2025
Total number of shares purchased	0.56		0.97
Average price paid per share(1)	$	48.77	$	49.82
Total cash paid for share repurchases(1)	$	27.1	$	48.3

(1) Average price paid per share and total cash paid for share repurchases does not include any excise tax for share repurchases as part of the Inflation Reduction Act of 2022.

Cash Flows

In addition to revenues and operating profit, our management views operating cash flows as a good indicator of financial performance, because strong operating cash flows provide opportunities for growth both organically and through acquisitions. Operating cash flows primarily depend on: revenue levels; the quality and timing of collections of accounts receivable; the timing of payments to suppliers and other vendors; the timing and amount of income tax payments; and the timing and amount of payments on insurance claims and legal settlements.

	Nine Months Ended July 31,
	Three Months Ended January 31,
(in millions)	~~2025~~2026		~~2024~~2025
Net cash provided by operating activities	$	101.0	$	196.3
Net cash provided by (used in) operating activities	$	62.0	$	(106.2)
Net cash used in investing activities	(7412.86)		(~~157~~14.94)
Net cash used in financing activities	(22.5)		(23.0)
Net cash (used in) provided by financing activities	(55.2)		116.9

Operating Activities

Net cash provided by operating activities was $~~101~~62.0 million ~~and~~for ~~$196.3 million during~~ the ~~nine~~three months ended ~~July 31,~~January ~~2025, and July~~ 31, ~~2024~~2026, ~~respectively.~~as ~~The~~compared ~~decrease was primarily driven by an increase in working capital requirements due~~ to ~~the~~cash ~~transition~~used ~~to the Company’s new ERP system for our B&I and M&D segments that temporarily delayed invoicing to certain clients within these industry groups~~ in ~~the~~operating ~~first~~activities ~~half~~ of ~~2025~~$106.2 ~~There~~million ~~has~~for ~~been~~the ~~significant~~three ~~improvement~~months inended ~~operating cash flows during the third quarter~~January 31, ~~and we anticipate full normalization in the fourth quarter~~2025. InThe ~~addition, we made a~~ $75168.02 million ~~payment~~improvement ~~for~~was ~~contingent~~primarily ~~consideration~~driven ~~related~~by tofavorable ~~the~~changes ~~RavenVolt~~in ~~Acquisition~~working capital, ofincluding ~~which~~improved ~~$16.0 million was classified as an operating~~ cash ~~outflow~~collections ~~during~~and ~~the~~timing ~~nine~~of ~~months ended July 31, 2025~~payments.

Investing Activities

Net cash used in investing activities decreased by $~~83.~~1.8 million during the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026, as compared to the prior year period. This ~~quarter’s~~decrease ~~activity~~ was primarily ~~related~~due to lower purchases of property, plant and equipment ~~and payment for the LMC Acquisition~~.

Financing Activities

Net cash used in financing activities was $2255.52 million ~~and $23.0 million~~ during the ~~nine~~three months ended ~~July 31,~~January ~~2025, and July~~ 31, ~~2024~~2026, ~~respectively.~~as ~~This~~compared ~~quarter’s activity was primarily related~~ to annet ~~increase~~cash inprovided ~~share~~by ~~repurchases~~financing ~~and~~activities ~~a $75.0 million payment for contingent consideration related to the RavenVolt Acquisition,~~ of ~~which~~ $59116.09 million ~~was classified as a financing cash outflow~~ during the ~~nine~~three months ended ~~July~~ January 31, 2025. This quarter’s activity was ~~partially~~primarily ~~offset~~related byto ~~higher~~an increase in share repurchases and lower net borrowings from our Amended Credit Facility.

Contingencies

For disclosures on contingencies, see Note 1011, “Commitments and Contingencies,” of the Notes to unaudited Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

3833

Critical Accounting Policies and Estimates

Our Financial Statements are prepared in accordance with U.S. GAAP, which require us to make certain estimates in the application of our accounting policies based on the best assumptions, judgments, and opinions of our management. There have been no significant changes to our critical accounting policies and estimates. For a description of our critical accounting policies, see Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended October 31, ~~2024~~2025.

Recently Issued Accounting Pronouncements

Accounting Standard Updates

Topic

Summary

Effective Date/Method of Adoption

2023-07

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

This ASU, issued in November 2023, improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This standard requires disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and are included within each reported measure of segment profit and loss, as well as the total amount of any other items included in segment operating results that were not deemed to be significant expenses for separate disclosure, along with a qualitative description of the composition of these other items. The amended disclosure requirements are required to be applied retrospectively. Beginning with the Company’s Form 10-K that will be filed for the annual period ending October 31, 2025, this ASU will result in expanded disclosures related to each reportable segment, but will have no impact on the Company’s financial position or results of operations.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

2023-09

Income Taxes (Topic 740): Improvements to Income Tax Disclosures

This ASU, issued in December 2023, is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. We are currently evaluating the impact of implementing this guidance on our financial statements.

This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

2024-03

Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

This ASU, issued in November 2024, is intended to improve financial reporting by requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods. We are currently evaluating the impact of implementing this guidance on our financial statements.

This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

2025-06

Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software

This ASU, issued in September 2025, removes all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40 and requires the capitalization of software costs to begin when 1) management has authorized and committed to funding the software project, and 2) it is probable that the project will be completed and the software will be used to perform the function intended.

This ASU is effective for fiscal years beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted.

2025-11

Interim Reporting (Topic 270): Narrow-Scope Improvements

This ASU, issued in December 2025, improves the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments also add a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. We are currently evaluating the impact of implementing this guidance on our financial statements.

This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There are no material changes related to market risk from the disclosures in our Annual Report on Form 10-K for the year ended October 31, ~~2024~~2025.

ITEM 4. CONTROLS AND PROCEDURES.

a. Disclosure Controls and Procedures.

As of the end of the period covered by this report, our Principal Executive Officer and Principal Financial Officer evaluated our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and (2) accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.

b. Changes in Internal Control Over Financial Reporting.

To support the growth of our financial shared service capabilities and standardize our financial systems, we continue to update several key platforms, including our HR information systems, enterprise resource planning (“ERP”) system, and labor management system. The implementation of several key platforms involves changes in the systems that include internal controls. During the third quarter of 2023 and first quarter of 2025, we had a change in our internal control over financial reporting as a result of our implementation of a new ERP and key boundary systems for the Education, Business & Industry, and Manufacturing & Distribution industry groups that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. The new ERP system and key boundary systems for these industry groups is replacing our legacy system in which a significant portion of our business transactions originate, are processed, and recorded. The rest of our industry groups will transition to our new ERP system and key boundary systems over the next several years. Our new ERP system and key boundary systems are intended to provide us with enhanced transactional processing and management tools, as compared with our legacy system, and is intended to enhance internal ~~controls~~control over financial reporting. We believe our new ERP system and key boundary systems will facilitate better transactional reporting and oversight, enhance our internal control over financial reporting, and function as an important component of our disclosure controls and procedures. Although some of the transitions have proceeded to date without material adverse effects, the possibility exists that they could adversely affect our internal ~~controls~~control over financial reporting and procedures.

There were no other changes in our internal control over financial reporting during the ~~third~~first quarter of ~~2025~~2026 identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

A discussion of material developments in our litigation matters occurring in the period covered by this report is found in Note 1011, “Commitments and Contingencies,” to the unaudited Consolidated Financial Statements in this Form 10-Q.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risk factors identified in our Annual Report on Form 10-K for the year ended October 31, ~~2024~~2025, in response to Item 1A., “Risk Factors,” of Part I of the Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Common Stock Repurchases

Effective ~~December~~September 133, ~~2023~~2025, our Board of Directors expanded our existing share repurchase program by an additional $150.0 million. Share repurchases may take place on the open market or otherwise, and all or part of

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the repurchases may be made pursuant to Rule 10b5-1 plans or in privately negotiated transactions. The timing of repurchases is at our discretion and will depend upon several factors, including market and business conditions, future cash flows, share price, share availability, and other factors. Repurchased shares are retired and returned to an authorized but unissued status. The repurchase program may be suspended or discontinued at any time without prior notice.

The following table sets forth, for the months indicated, our purchases of common stock in the ~~third~~first quarter of fiscal year ~~2025~~2026:

(in millions, except per share amounts)	Total Number of Shares Purchased	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plan	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
Period
5/1/2025 – 5/31/2025	—	$	—	—	$	133.2
11/01/2025- 11/30/2025	—	$	—	—	$	183.1
6/1/2025– 6/30/2025	—	$	—	—	$	133.2
12/01/2025- 12/31/2025	0.32	$	42.68	0.32	$	169.6
7/1/2025 – 7/31/2025	0.56	$	48.77	0.56	$	106.1
01/01/2026- 01/31/2026	1.75	$	44.39	1.75	$	92.0
Total	02.5607	$	4844.7713	02.5607

(1) Average price paid per share and total cash paid for share repurchases does not include any excise tax for share repurchases as part of the Inflation Reduction Act of 2022.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

Trading Arrangements

During the three months ended ~~July~~January 31, ~~2025~~2026, certain of our “officers,” as defined in Rule 16a-1(f) of the Exchange Act, and directors adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, as follows:

Trading Arrangements

Name and Title

Action

Date of Action

Rule 10b5-1 Trading Arrangement1

Non-Rule 10b5-1 Trading Arrangement

Aggregate Number of Securities to Be Sold

Aggregate Number of Securities to Be Purchased

Duration

Raul Valentin, Executive Vice President and Chief Human Resources Officer

Adoption

July 15, 2025

1,639 shares of common stock

From October 14, 2025, until the earlier of (i) the date when all the shares under the plan are sold and (ii) April 13, 2026

Scott Salmirs, President and Chief Executive Officer

Adoption

December 24, 2025

50,000 shares of common stock

From March 26, 2026, until the earlier of (i) the date when all the shares under the plan are sold and (ii) December 31, 2026

(1) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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ITEM 6. EXHIBITS.

(a) Exhibits

Exhibit No.						Exhibit Description
10.1						First Amendment, dated as of February 3, 2026, to Amended and Restated Credit Agreement, dated as of February 26, 2025, by and among ABM Industries Incorporated, ABM Aviation UK Limited, each of the other subsidiaries of ABM Industries Incorporated from time to time party thereto, the financial institutions listed on the signature pages thereof as lenders and Bank of America, N.A. as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on February 5, 2026)
10.2*†						Executive Employment Agreement, dated as of October 31, 2020, by and between ABM Industries Incorporated and Sean Mahoney
10.3*†						Change in Control Agreement, dated as of October 31, 2020, by and between ABM Industries Incorporated and Sean Mahoney
31.1†						Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2†						Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32‡						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS†						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH†						Inline XBRL Taxonomy Extension Schema Document
101.CAL†						Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF†						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB†						Inline XBRL Taxonomy Label Linkbase Document
101.PRE†						Inline XBRL Presentation Linkbase Document
104†						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)




*			Indicates management contract or compensatory plan, contract, or arrangement.
†			Indicates filed herewith.

‡			Indicates furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						ABM Industries Incorporated

~~September~~March 510, ~~2025~~2026 /s/ David M. Orr David M. OrrExecutive Vice President and Chief Financial Officer(Duly Authorized Officer)

~~September~~March 510, ~~2025~~2026 /s/ Dean A. Chin Dean A. ChinSenior Vice President, Chief Accounting Officer, Corporate Controller and Treasurer(Principal Accounting Officer)

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