Form 4: KKR Affiliates Divest 11.6 Million Shares of BrightView Holdings Stock in Pre-Arranged Sale

KKR Group Partnership L.P. and its affiliated entities reported the sale of 11.6 million shares of BrightView Holdings, Inc. common stock at $14.40 per share, reducing their beneficial ownership to 21.53 million shares, as part of a Rule 10b5-1(c) plan.

Summary

• KKR Group Partnership L.P. and several related entities, including KKR Group Holdings Corp., KKR Group Co. Inc., KKR & Co. Inc., KKR Management LLP, Henry R. Kravis, and George R. Roberts, reported a disposition of BrightView Holdings, Inc. common stock.
• The transaction involved the sale of 11,600,000 shares of common stock on June 6, 2025.
• The shares were sold at a price of $14.40 per share, which represents the secondary public offering price less an underwriting discount of $0.60 per share.
• Following this transaction, the reporting persons collectively beneficially own 21,533,123 shares of BrightView Holdings, Inc. common stock indirectly.
• The sale was conducted pursuant to a Rule 10b5-1(c) contract, instruction, or written plan for the purchase or sale of equity securities.
• The reporting persons disclaim beneficial ownership of the securities except to the extent of their pecuniary interest therein.

Sentiment

Score: 4

Explanation: The sentiment is neutral to slightly negative. While the sale is part of a pre-arranged plan (10b5-1), the divestment of a significant stake by a major institutional investor like KKR can be perceived as a reduction in conviction or a strategic exit, potentially putting downward pressure on the stock. However, it's a common private equity action and not necessarily indicative of operational issues for BrightView.

Positives

• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-arranged and orderly disposition of shares, which can reduce market uncertainty compared to unplanned sales.
• The sale occurred at a specific price of $14.40 per share, providing a clear valuation for the divested block of shares.

Negatives

• A significant block of 11.6 million shares was sold by a major institutional investor (KKR), which could be perceived negatively by the market as a reduction in institutional ownership or conviction.
• The sale reduces KKR's overall beneficial ownership in BrightView Holdings, Inc., potentially signaling a partial exit strategy.

Risks

• The sale of a large block of shares by a significant investor like KKR could lead to increased supply in the market, potentially exerting downward pressure on BrightView Holdings, Inc.'s stock price.
• Investor sentiment might be negatively impacted by a major shareholder reducing its stake, leading to concerns about the company's future prospects or KKR's long-term view.

Future Outlook

This Form 4 filing reports a specific transaction and does not contain any forward-looking statements or guidance regarding BrightView Holdings, Inc.'s operational performance, financial projections, or strategic outlook.

Management Comments

• "Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein."
• "The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein."

Industry Context

The sale of a significant stake by a private equity firm like KKR in a portfolio company such as BrightView Holdings (a landscaping services provider) is a common occurrence as private equity funds mature their investments and seek to realize returns. This transaction may reflect KKR's portfolio management strategy rather than specific operational issues at BrightView.

Related Party Transactions

• The transaction involves KKR Group Partnership L.P. and its affiliates, including KKR's founding partners, who are significant shareholders and have director representation on BrightView Holdings, Inc.'s board, making this a related party transaction in the context of insider reporting.

Stakeholder Impact

• Shareholders: The sale of a large block of shares by KKR could lead to increased supply in the market, potentially impacting the stock price. Existing shareholders might view this as a signal from a major investor.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this transaction report, as it pertains solely to share ownership changes.

Next Steps

• No specific future actions or milestones for BrightView Holdings, Inc. are mentioned in this Form 4. KKR will continue to manage its remaining stake in BrightView, which may involve further divestments or continued holding.

Key Dates

Recommendation

Keywords

BrightView Holdings, BV, KKR, SEC Form 4, Insider Trading, Stock Sale, Institutional Investor, Equity Disposition, 10b5-1 Plan, Secondary Offering