UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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ABM Industries Incorporated

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ITEMS OF BUSINESS

RECORD DATE

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

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

By Order of the Board of Directors,

David R. Goldman

Vice President and Corporate Secretary

TABLE OF CONTENTS

Note About Forward-Looking Statements

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

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

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

PROXY STATEMENT

We are providing the enclosed proxy materials to you in connection with the solicitation by the board of directors (the “Board”) of ABM Industries Incorporated (“ABM” or the “Company”) of proxies to be voted at the Annual Meeting of Stockholders to be held on Wednesday, March 25, 2026 (the “Annual Meeting”). We began making our proxy materials available to stockholders on February 13, 2026.

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider. You should read the entire Proxy Statement carefully before voting.

Stockholders of ABM as of January 26, 2026 (the “Record Date”) are entitled to vote. Each share of ABM common stock is entitled to one vote for each director nominee and one vote for each of the other proposals.

Virtual Annual Meeting

We have decided to hold the Annual Meeting virtually again this year because we believe that hosting a virtual Annual Meeting, (i) facilitates stockholder access by enabling stockholders to participate fully and equally from any location around the world at no cost, and (ii) improves meeting efficiency and our ability to effectively communicate and engage with our stockholders, regardless of their size, resources, or physical location.

We have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting. Our virtual Annual Meeting will be conducted on the internet via live webcast. Stockholders will be able to attend and participate online and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ABM2026. Stockholders will be able to vote their shares electronically during the Annual Meeting.

Stockholders who would like to attend and participate in the Annual Meeting will need the 16-digit control number included on their Notice of Internet Availability of Proxy Materials (the “Notice”), proxy card, or voting instruction form. The Annual Meeting will begin promptly at 11:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online access will begin 15 minutes prior to the start of the Annual Meeting, at 10:45 a.m. Eastern Time.

You may submit questions in advance on the day of the Annual Meeting by logging into www.proxyvote.com and entering your 16-digit control number. Once past the log-in screen, click on “Question for Management,” type in the question, and click “Submit.” Alternatively, stockholders will be able to submit questions live during the Annual Meeting by typing the question into the “Ask a Question” field, and clicking submit. We will answer questions that comply with the Annual Meeting rules of conduct during the Annual Meeting, subject to time constraints. Questions relevant to Annual Meeting matters that we do not have time to answer during the Annual Meeting will be posted to our website following the meeting along with those questions that were addressed during the Annual Meeting. Questions regarding personal matters or matters not relevant to Annual Meeting matters will not be answered.

Although the live webcast is available only to stockholders at the time of the Annual Meeting, a replay of the Annual Meeting will be made publicly available for one year at www.virtualshareholdermeeting.com/ABM2026.

Additional information regarding the ability of stockholders to ask questions during the Annual Meeting, related rules of conduct, and other materials for the Annual Meeting, including the list of our stockholders of record, will be available during the Annual Meeting at www.virtualshareholdermeeting.com/ABM2026.

If you have difficulty accessing the meeting, please call the technical support number that will be posted on the virtual Annual Meeting login page for assistance. Technical support will be available beginning approximately 15 minutes prior to the start of the Annual Meeting through its conclusion.

ABM’s Business Highlights and Accomplishments in Fiscal Year 2025

ABM’s 2025 Achievements

CORPORATE GOVERNANCE AND BOARD HIGHLIGHTS

Board Composition and Nominees

The following chart reflects the principal occupation, age, tenure and committee memberships of each member of our Board.

Corporate Governance

Our Board is committed to thoughtful and independent representation of stockholder interests and corporate governance policies and practices that drive long-term stockholder value. The following points summarize certain aspects of our corporate governance:

Board Independence, Composition and Tenure

Our Corporate Governance Principles provide that a majority of our directors must be independent. Our Board is comprised of independent directors, with the exception of Mr. Salmirs.

Our Board regularly assesses its collective skills, experience and perspectives. The Board and the Governance Committee believe that its current balance of backgrounds, experience, continuity and refreshment helps the Board most effectively serve the Company and its stockholders. The average tenure of our Board members is 7.6 years. 33% of our Board nominees are female and 25% are ethnically or racially diverse.

Director Nominee Skills and Experience Matrix

Our director nominees bring a well-rounded variety of experiences, qualifications, attributes and skills, and represent a mix of perspectives that contribute to the Company’s execution of its business and strategies. The director nominee skills and experience matrix below summarizes some of the key attributes that management and our Board have identified as particularly valuable to the effective oversight of the Company and the execution of our corporate strategy. This director nominee skills and experience matrix is not intended to be an exhaustive list of each of our director nominees’ skills or contributions to the Board. Further information on each director nominee, including some of their specific experience, qualifications, attributes and skills, is included in their biographies beginning on page 3 of this Proxy Statement.

EXECUTIVE COMPENSATION HIGHLIGHTS

Our Compensation Practices

Our Executive Compensation Programs

In fiscal year 2025, our compensation programs continued to reflect the compensation philosophy established by our Compensation Committee – one that is intended to align our executives’ compensation with our strategic goals, and motivate and retain executives who are critical to our future success and long-term performance. Key features of our compensation philosophy include:

Elements of Total Direct Compensation:

At-Risk Compensation

A significant portion of our executives’ compensation is at risk. At-risk compensation includes: annual cash incentive compensation (“bonus”), which is tied to annual financial and individual performance measures; performance-based equity awards, which are paid only if performance metrics established at the beginning of the three-year performance period are met; and time-based equity awards. Approximately 89% of our CEO’s compensation is at risk. An average of approximately 77% of our other named executive officers’ (“NEOs”) compensation is at risk.

PROPOSAL 1—ELECTION OF TWELVE DIRECTOR NOMINEES TO SERVE ONE-YEAR TERMS

Proposal Summary

We are asking our stockholders to elect twelve director nominees to serve on the Board for a one-year term and until their successors are duly elected and qualified. Information about the Board and each director nominee is included in this section. The number of directors is currently fixed at twelve. All of the nominees currently serve as directors on the Board. Each nominee, other than Ms. Clements and Mr. Hytinen, was elected to the Board by the stockholders at the Company's 2025 Annual Meeting. The Board elected Ms. Clements and Mr. Hytinen to the Board on June 11, 2025, and October 29, 2025, respectively.

Board Recommendation

The Board unanimously recommends that you vote “FOR” each director nominee. After consideration of each nominee’s qualifications, skills and experience, as well as his or her prior contributions to our Board, the Board believes that each nominee should continue to serve on the Board.

Voting

Unless contrary instructions are received, the shares represented by a properly executed proxy will be voted “FOR” each of the director nominees presented below. Each nominee has agreed to serve, if elected. If, at the time of the Annual Meeting, one or more of the director nominees has become unavailable to serve, the shares represented by proxies will be voted for the remaining nominees and for any substitute director nominee or nominees designated by the Board unless the size of the Board is reduced. The Board knows of no reason why any of the director nominees will be unavailable or unable to serve.

Director nominees are elected by stockholders by a majority of the votes cast. This means that the number of shares voted “for” a director’s election must exceed 50% of the number of votes cast on the issue of that director’s election at a stockholder meeting as more fully described under “Questions and Answers About the Proxy Materials and the Annual Meeting” of this Proxy Statement. Pursuant to our Corporate Governance Principles, any nominee standing for re-election who does not receive a majority of votes cast “for” his or her re-election is expected to tender his or her resignation promptly following the failure to receive the required vote. The Governance Committee will then make a recommendation to the Board as to whether the Board should accept the resignation, and the Board will decide whether to accept the resignation.

Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2027

The Board of Directors

Legend:

AC – Audit Committee: CC – Compensation Committee; GC – Governance Committee; SER – Stakeholder and Enterprise Risk Committee

Corporate Governance

Our Board has adopted Corporate Governance Principles that reflect our commitment to sound corporate governance and the role of governance in building long-term stockholder value. Our Corporate Governance Principles, which include our independence standards, can be found on our website at http://investor.abm.com/corporate-governance.cfm. Other information relating to our corporate governance policies and procedures is also available on our website at the same address, including our Bylaws, our Code of Business Conduct, and the Charters of our Audit Committee, Compensation Committee, Governance Committee, and Stakeholder and Enterprise Risk Committee.

Identifying and Evaluating Nominees for Directors

Our Board is responsible for selecting nominees for election as directors. The Board delegates the screening process to the Governance Committee with the expectation that other members of the Board and executives will be requested to take part in this process, as appropriate. The Governance Committee is responsible for identifying, evaluating, and recommending director candidates to the Board. As part of this process, the Governance Committee is responsible for recommending to the Board the criteria for director candidates, and reviewing with the Board the requisite skills and characteristics of new Board candidates in the context of the current composition of the Board. This assessment includes review of a candidate’s experience in industry, finance, administration, corporate governance, as well as operations and marketing. Pursuant to the Company's Corporate Governance Principles, director candidates should be able to provide insights and practical wisdom based on their experience and expertise. The Governance Committee takes these factors into account when looking for candidates to recommend for approval by the full Board. The Governance Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are anticipated because of retirement or otherwise. In the event that any vacancy is anticipated, or otherwise arises, the Governance Committee considers various potential candidates to fill such vacancies.

The Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director, such as professional search firms and the relationships of current directors. In the case of a search firm, the Governance Committee will pay a fee for such a firm to assist it in the recruitment and identification of potential candidates for the Board. The Governance Committee generally provides the search firm with guidance as to the qualifications, qualities and skills that the Governance Committee is seeking in potential candidates, and the search firm identifies candidates for the Governance Committee’s consideration. Ms. Clements and Mr. Hytinen are each standing for election by stockholders for the first time at the Annual Meeting. Ms. Clements and Mr. Hytinen were each elected to serve as directors by the Board in 2025, and each was initially recommended to the Governance Committee by a search firm retained by the Governance Committee. The Governance Committee provided the search firm with guidance as to the qualifications, qualities and skills that the Governance Committee was seeking in potential candidates, and the search firm identified candidates for the Governance Committee’s consideration. In evaluating Ms. Clements as a director candidate, the Governance Committee considered her extensive executive experience in technology and digital transformations, as well as her experience in enhancing operational performance through the use of data and analytics, among many attributes, and concluded that she would contribute positively to the Board’s mix of skills and experiences. In evaluating Mr. Hytinen as a director candidate, the Governance Committee considered his extensive executive experience in corporate finance, strategic transformations, and operational leadership, among many attributes, and concluded that he would contribute positively to the Board’s mix of skills and experiences. After the Governance Committee evaluated Ms. Clements’ and Mr. Hytinen’s candidacies for the Board (including, without limitation, through interviews with directors, completion of questionnaires and related procedures), it then determined to recommend each of them to the Board for election.

Candidates may also come to the attention of the Governance Committee through stockholders or other persons. The Governance Committee will consider such candidates on the same basis and in the same manner as it considers all director candidates. Stockholders wishing to submit candidates for election as directors should provide the names of such candidates to the Corporate Secretary, ABM Industries Incorporated, One Liberty Plaza, New York, New York 10006. See “Questions and Answers About the Proxy Materials and the Annual Meeting” for more information on submitting stockholder director nominations to the Company.

Our directors are expected to prepare for, attend and participate in Board meetings and meetings of the Committees of the Board on which they serve. They are also expected to meet as frequently and spend as much time as necessary to properly discharge their responsibilities and duties as directors and to arrange their schedules so that other existing and planned future commitments do not materially interfere with their service as a director.

Board Leadership Structure

The Board recognizes that good governance is not tied to any one practice with respect to leadership structure, and that the best practice is often determined by facts and circumstances that may change from time to time. The Board periodically evaluates its leadership structure and determines the most appropriate leadership structure at that time. In considering which leadership structure will allow it to most effectively carry out its responsibilities and best represent stockholders’ interests, the Board takes into account various factors, including the Company’s specific business needs, the Company’s operating and financial performance, industry conditions, economic and regulatory environments, the current composition of the Board, the policies and practices in place to provide independent Board oversight of management, the results of Board and committee annual self-assessments, and the advantages and disadvantages of alternative leadership structures based on circumstances at that time.

The Company currently has separate persons serving as its Chairman and its Chief Executive Officer and believes that at this time, the separation of these roles is the most effective leadership structure for ABM and its stockholders. The Chief Executive Officer (Mr. Salmirs) has general and active management over the business and affairs of the Company, including the execution of its strategic initiatives, subject to the oversight of the Board. The Chairman of our Board (Mr. Kesavan) is charged with, and focused on, presiding over all meetings of the Board and our stockholders, as well as providing advice and counsel to the Chief Executive Officer, coordinating the preparation of agendas, keeping directors informed of matters impacting the Company, and maintaining contact with the Company’s General Counsel.

Mr. Kesavan’s extensive management, operations, and leadership experience provides him with unique capabilities and insight, which are brought to bear in the performance of his responsibilities as Board Chairman. In particular, with respect to risk oversight, Mr. Kesavan is well positioned as a result of his risk management background of over 20 years as chief executive officer of another multinational public company. Mr. Kesavan leverages this knowledge and experience to provide leadership for the Board on the material risks facing ABM and to help guide the Board’s independent oversight of the Company’s risk exposures through his input in the Board’s meeting agendas and his facilitation of communications between the Board and management.

Director Independence

Our Corporate Governance Principles provide that a majority of our directors must be independent. Further, the Committee Charters for our Audit Committee, Compensation Committee, Governance Committee, and Stakeholder and Enterprise Risk Committee require all members be independent. Each year, our Governance Committee reviews the independence of each of our directors under applicable New York Stock Exchange (“NYSE”) listing standards and considers any current or previous employment relationships as well as any transactions or relationships between our Company and our directors or any members of their immediate families (or any entity of which a director or an immediate family member is an executive officer, general partner or significant equity holder). The purpose of this review is to determine whether any relationships or transactions exist that preclude a director from being deemed independent under applicable NYSE listing standards or are otherwise inconsistent with a determination that the director is independent.

Our Governance Committee has affirmatively determined and recommended to our Board, and the Board has affirmatively determined, that each of our currently-serving directors and director nominees (including Messrs. Allen, Colleran, DeVries, Garcia, Gartland, Hytinen, and Kesavan and Mmes. Baker, Clements, Golder, and Webb) other than Mr. Salmirs, our Chief Executive Officer, is independent under applicable NYSE and Securities and Exchange Commission (“SEC”) rules and regulations.

Board and Committee Evaluations

The Board recognizes that a robust and constructive evaluation process is an essential component of good corporate governance, and undertakes an annual evaluation process to identify ways to enhance the Board’s and committees’ effectiveness. Pursuant to its charter, the Governance Committee is responsible for overseeing the process for the Board’s and each Board committee’s annual self-evaluation. The Governance Committee annually reviews the format of the evaluation process, including whether to utilize a third-party facilitator, to ensure that the Board actively solicits actionable feedback on the operation and effectiveness of the Board, Board committees and individual directors.

For fiscal year 2025, the evaluation process included self-evaluations by each director with respect to the full Board and each applicable Board committee on topics including, but not limited to: the number and length of meetings, topics covered and materials provided, committee structure and activities, Board composition, succession planning, director participation and interaction with management, and key agenda topics for Board and committee meetings. A summary of results identifying themes, issues, and specific feedback were discussed with the full Board and each committee.

Our multi-step evaluation process generates meaningful comments and discussion, and the Board and committees identify and hold themselves accountable for action items stemming from the evaluations. The evaluation results have led to changes designed to increase our Board’s effectiveness and efficiency. For example, in recent years, as a result of the evaluations, enhancements have been made regarding director mix, Board and committee meeting materials and discussion topics, the structure and responsibilities of the Board’s committees, executive session discussions, committee reports to the Board, as well as the Board’s evaluation process.

The Board’s Oversight of Risk Management

Company management is responsible for day-to-day risk management activities, including the continuing development and implementation of our enterprise risk management (“ERM”) program. Our ERM processes are designed to work across the Company to assess, govern and manage risks identified by management in the short-, intermediate- and long-term and manage the Company’s responses to those risks. Management performs an annual risk assessment, which considers industry trends, benchmarks and internal surveys of key employees.

The Board, acting directly and through its committees, is responsible for the oversight of management’s ERM process and the Company’s risk management programs and processes generally, including oversight of the Company’s business to evaluate whether systemic risks are being adequately addressed. The Board is also responsible for periodically reviewing and overseeing the Company’s risk management and strategy related to its cybersecurity and artificial intelligence (“AI”) programs, policies, and practices, including (i) the Company’s processes for assessing, identifying, managing, and mitigating material risks from cybersecurity and AI-related threats and emerging developments; (ii) whether any risks from cybersecurity threats or AI technologies have materially affected or are reasonably likely to materially affect the Company; (iii) the expertise of members of management with respect to assessing and managing risks from cybersecurity threats and AI technologies; and (iv) the Company’s disclosure controls and procedures with respect to material cybersecurity or AI-related threats or incidents.

Our Stakeholder and Enterprise Risk Committee assists the Board in its oversight of the Company’s ERM program, including providing input with respect to the risks identified in the ERM process (e.g., changes in significant risks), identification and potential impacts of emerging risks, and discussions with management about how such risks are being mitigated by the Company. Management regularly provides reports to the Stakeholder and Enterprise Risk Committee covering the ERM process and significant risks, including summaries of the findings and recommendations of third-party experts.

Our Stakeholder and Enterprise Risk Committee also oversees risks related to (i) certain social issues, including, but not limited to, culture and inclusion, employee engagement, talent acquisition, development, and retention, and health and safety; (ii) certain environmental issues, including, but not limited to, climate change, emissions tracking and energy consumption; and (iii) cybersecurity, including by reviewing the Company’s cybersecurity risk tolerances and mitigation strategies. The Stakeholder and Enterprise Risk Committee also receives and reviews presentations on selected risk topics, including emerging risks, as management or the Stakeholder and Enterprise Risk Committee deem appropriate from time to time, and provides oversight to management relating to the identification, evaluation, and mitigation of stakeholder risks, including, but not limited to, risks related to social and environmental matters.

Our Audit Committee reviews and discusses guidelines and policies with respect to risk assessment and risk management, the Company’s major financial risk exposures (including risks relating to the Company’s accounting, reporting and financial practices, including financial controls) and the steps management has taken to monitor and control these exposures, The Audit Committee also assists the Board in its oversight of the Company’s compliance with legal and regulatory requirements.

Our Compensation Committee reviews and assesses annually risks arising from the Company’s compensation policies and practices for its employees and whether any such risks are reasonably likely to have a material adverse effect on the Company, as further discussed in “Compensation Discussion and Analysis” later in this Proxy Statement.

Our Governance Committee reviews and assesses risks associated with board structure and other corporate governance policies and practices, and whether any such risks are reasonably likely to have a material adverse effect on the Company.

In fulfilling their oversight responsibilities, all committees receive regular reports on their respective areas of responsibility from members of management. Each committee reports regularly to the full Board on its activities, including on matters relating to risk oversight. In addition, the Board participates in regular discussions in executive sessions led by the Chairman of the Board, as well as with the Company’s senior management on many key subjects, including strategy, industry group performance, operations, information systems, finance, and legal.

The Board’s Role in Cybersecurity Risk Oversight

ABM recognizes the importance of cybersecurity risk management, which is integrated within ABM’s overall ERM framework and is aligned with standard industry information security frameworks. Specifically, cybersecurity is one of the key risk topics covered within ABM’s enterprise risk framework through the Company’s regular identification, assessment, and reporting processes.

ABM’s management is responsible for the day-to-day administration of the Company’s cybersecurity policies, processes, practices, and risk management. Our internal information security program is managed by a dedicated team of cybersecurity professionals led by our Chief Information Security Officer, who has specific responsibility for cybersecurity risk management and reports to our Chief Information Officer. The Chief Information Security Officer meets regularly with our executive management team to review our cybersecurity programs, objectives, trends and threats.

Our Board has ultimate oversight of the Company’s risk management and strategy related to its cybersecurity and AI programs, policies, and practices, including (i) the Company’s processes for assessing, identifying, managing, and mitigating material risks from cybersecurity and AI-related threats and emerging developments; (ii) whether any risks from cybersecurity threats or AI technologies have materially affected or are reasonably likely to materially affect the Company; (iii) the expertise of members of management with respect to assessing and managing risks from cybersecurity threats and AI technologies; and (iv) the Company’s disclosure controls and procedures with respect to material cybersecurity or AI-related risks and incidents. The Board is assisted by its Stakeholder and Enterprise Risk Committee, which oversees the Company’s enterprise risk management program and the identification, evaluation, and mitigation of stakeholder risks, including those relating to cybersecurity.

In addition, ABM maintains a monitoring system and escalation process to inform senior management and the Board of any potentially material cybersecurity issues. Specifically, our cybersecurity operations team monitors and reviews cybersecurity developments and threats, conducts initial assessments of these threats, and escalates any matter requiring senior management’s attention to our Chief Information Officer. We have also developed cyber incident response plans and related playbooks to guide the handling of information security incidents, outlining a coordinated approach to investigate, contain, and mitigate incidents. These response plans establish clear communication protocols for notifying senior management and other key stakeholders based on defined severity thresholds. Under these plans, any significant incident is escalated to a multifunctional materiality committee comprised of management representatives for information technology, legal, compliance, operations, finance, and accounting.

ABM’s Chief Information Officer and Chief Information Security Officer regularly provide reports and updates to other members of senior management, our Board, and our Board’s Stakeholder and Enterprise Risk Committee. In connection with these updates, our Board reviews the Company’s cybersecurity programs and oversees the Company’s efforts to continually enhance the Company’s cybersecurity posture and to mitigate related risks. The reports from ABM’s Chief Information Officer and Chief Information Security Officer also include updates on emerging trends and progress on overall enterprise cybersecurity priorities.

Corporate Responsibility

As one of the world’s largest providers of integrated facility, engineering, and infrastructure solutions, ABM embraces its responsibility to take care of people, spaces, and places in ways that are ethical, responsible, and environmentally conscious. Corporate responsibility is embedded in our culture, mission and values, and helps guide how we operate, deliver solutions, and create long-term value for our business, stockholders, employees, clients, and the communities we serve.

Empowering People

Our employees are the driving force behind our success. As a service-oriented organization with a widely distributed workforce of more than 100,000 employees supporting more than 20,000 clients across the U.S., U.K., and Ireland, our ability to attract, develop, and retain talent directly impacts client satisfaction and business performance. To succeed in a competitive labor market, ABM has established recruitment, retention, and development strategies that are integral to our overall business strategy.

We seek to foster a culture where employees feel respected, supported, and empowered to contribute and grow. We utilize regional recruitment strategies, applicant-tracking technology, and analytics tools to improve efficiency and consistency in our human capital processes, with particular focus on attracting, retaining, and developing our frontline employees, who represent the majority of our workforce.

Safety is embedded as a core value and foundational element of our culture. Our “Think Safe, Act Safe, Be Safe” approach establishes a safety-first mindset from day one of employment and is reinforced through daily safety moments, role-specific training, and ongoing engagement. Our health and safety programs are designed to meet or exceed Occupational Safety and Health Administration standards and other applicable regulatory requirements, supporting the well-being of our employees, clients, and the communities we serve.

ABM continues to invest in learning and leadership development. Our ABM University learning platform provides team members with access to on-demand training, reference materials, and development tools tailored to job level and role-specific needs. Frontline team members receive on-the-job and safety training aligned to their work environment, while staff and management employees have access to expanded professional and leadership development opportunities.

Responsible Business Practices

Since our founding more than a century ago, ABM has been committed to operating with integrity and accountability. Our business and compliance policies, practices, and reporting are designed to support ethical and responsible operations across our organization and supply chain.

Our Code of Business Conduct reflects ABM’s core values of respect, integrity, collaboration, innovation, trust, and excellence. The Code of Business Conduct addresses topics such as conflicts of interest, duty of loyalty, gifts and gratuities, bribery and corruption, and harassment and discrimination, and serves as a key resource to help employees recognize and report unethical conduct.

The Company provides comprehensive annual training and certification programs on our Code of Business Conduct for our Board of Directors and all of our staff and management employees. All ABM employees are empowered to report any violations of the Code of Business Conduct or applicable law and are provided with various channels to do so.

ABM also maintains a Supplier Code of Conduct, which sets expectations that suppliers comply with applicable laws and uphold standards related to human rights, environmental responsibility, and the safety and integrity of products and services.

Oversight and Reporting

Our Board oversees ABM’s corporate responsibility-related risks and priorities with the assistance of its committees. Our Board receives regular reports from meetings of its Stakeholder and Enterprise Risk Committee, which is responsible for the oversight of the Company’s programs, policies, and practices relating to social and environmental matters that may impact the Company’s business and key stakeholders. Our Board also receives regular reports from meetings of its Governance Committee, which is responsible for oversight of our Company’s corporate governance practices and overall corporate responsibility-related framework.

Since 2011, we have voluntarily published a Corporate Responsibility Report on an annual basis, which aligns with the Global Reporting Initiative framework and the disclosure framework of the Sustainability Accounting Standards Board. Additional information about our Corporate Responsibility approach can be found on our corporate website. Environmental Stewardship

Environmental stewardship is a key pillar within ABM’s corporate responsibility strategy. Through our actions, policies, and partnerships, ABM works to reduce our environmental footprint and support our clients in optimizing operations, improving efficiency, and advancing their environmental objectives.

ABM’s portfolio of energy, electrification, and engineering facility solutions provides electrical infrastructure and energy resiliency services designed to increase reliability, reduce downtime, and support evolving energy and carbon considerations.

To support continuity of service, ABM maintains contingency planning, business continuity, crisis management, and disaster recovery procedures intended to help prepare for severe weather events and other operational disruptions.

In 2024, ABM opened its Electrification Center in Forsyth County, Georgia, which centralizes electrical infrastructure operations, distribution, and training. In 2025, the Electrification Center supported community engagement through partnerships with local schools and universities, providing education and exposure for career paths in electrical infrastructure and skilled trades.

ABM’s corporate responsibility efforts continue to be recognized externally. In 2025, ABM was named among Newsweek’s America’s Most Responsible Companies and USA Today’s America’s Climate Leaders.

Mandatory Retirement

The Board has adopted a retirement policy for directors who attain the age of 73, subject to waiver by the Board if the Governance Committee and Board each deem a director’s continued service is in the best interests of the Company.

Outside Board Limits

We limit the number of other public company boards our directors may join to ensure that our directors are able to rigorously prepare for and participate in Board and Committee meetings. Directors who are full-time employees of the Company or who serve as chief executive officers or equivalent positions at other public companies may not serve on more than one other board of a publicly traded company. Other directors may not serve on more than four boards of public companies (including the Company’s Board). Any Audit Committee member’s service on more than three public company audit committees will be subject to the Board’s determination that the member is able to serve effectively on the Company’s Audit Committee and the disclosure of that determination in ABM’s annual proxy statement. A director is required to notify the Governance Committee before accepting an invitation to serve on another board to enable ABM to consider whether (1) any regulatory issues or potential conflicts are raised by the director accepting such an invitation and (2) the director will have the time required for preparation, participation and attendance at Board meetings. Service on other boards and other commitments are considered by the Governance Committee and the Board when reviewing Board candidates and in connection with the Board’s annual self-assessment process. The Governance Committee is responsible for reviewing directors’ compliance with the Company’s overboarding policy on an annual basis. All of our current Board members are in compliance with the Company’s overboarding policy.

Board Committees

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Governance Committee and the Stakeholder and Enterprise Risk Committee. Each committee is composed solely of independent directors, meets periodically throughout the year, reports its actions and recommendations to the Board, receives reports from senior management, meets regularly in executive session, annually evaluates its performance and has the authority to retain outside advisors. Annually, or more frequently, as needed, our Governance Committee reviews committee assignments and makes recommendations to the Board with respect to committee membership, taking into consideration each director’s qualifications and the desire to refresh committee membership. The primary responsibilities of each committee, as well as membership of each committee, as of the date of this Proxy Statement, are summarized below. Each committee is governed by a charter, which sets forth the applicable responsibilities for each committee. For more information, see the committee charters on the corporate governance section of our website at http://investor.abm.com/corporate-governance.cfm.

Board and Committee Attendance in Fiscal Year 2025

During fiscal year 2025, the Board held six meetings. During fiscal year 2025, the Board’s four committees (Audit, Compensation, Governance, and Stakeholder and Enterprise Risk), held a collective total of 23 meetings. In fiscal year 2025, each director attended 94% or more of the meetings of the Board and the committees on which he or she served (held during the period in which the director served on the Board and/or such committees). Overall attendance at Board and committee meetings was 99%.

Our Board meets in executive session during each regularly scheduled Board meeting, with Sudhakar Kesavan, the Chairman of the Board, presiding at such executive sessions, and may meet in executive session during specially called meetings.

We do not have a policy regarding directors’ attendance at our annual meetings of stockholders; however, all directors are encouraged to attend. All of our directors serving at the time of the 2025 Annual Meeting of Stockholders attended such meeting.

DIRECTOR COMPENSATION FOR FISCAL YEAR 2025

ABM compensates non-employee directors through a combination of annual cash retainers, fees relating to chairing or serving on a committee, and equity grants. ABM also reimburses its directors for out-of-pocket expenses incurred in attending Board and Committee meetings. Equity awards to non-employee directors in fiscal year 2025 were granted under our stockholder-approved ABM Industries Incorporated 2021 Equity and Incentive Compensation Plan (Amended and Restated February 10, 2025) (the “2021 Equity and Incentive Compensation Plan”). The Governance Committee annually reviews and approves the compensation of non-employee directors. Pay Governance LLC (“Pay Governance”), the Compensation Committee’s independent consultant, periodically provides information regarding non-employee director compensation to the Governance Committee. No changes were made to non-employee director compensation in fiscal year 2025. The following table describes the components of the non-employee director compensation program in effect during 2025.

2025 Non-Employee Director Compensation Elements

2025 Non-Employee Director Compensation Table

*Mr. Salmirs is a member of the Board and President and Chief Executive Officer of ABM. His compensation for fiscal year 2025 is reported in the 2025, 2024 and 2023 Summary Compensation Table and other sections of this Proxy Statement. In fiscal year 2025, Mr. Salmirs did not receive any compensation for his service on the Board.

Non-Employee Director Deferred Compensation Plan

Non-employee directors are eligible to participate in the ABM Deferred Compensation Plan for Non-Employee Directors (“Director Deferred Compensation Plan”). Plan participants may elect to defer receipt of all or any portion of their annual cash retainers and fees until they cease to be members of the Board, or to specified withdrawal dates (at least three years after their election), in accordance with the terms of the Director Deferred Compensation Plan. The amounts held in each director’s account are credited with interest quarterly at a rate based on the prime interest rate published in the Wall Street Journal on the last business day coinciding with or next preceding the valuation date. In addition, the Director Deferred Compensation Plan permits directors to defer the settlement of Director RSUs to a date later than the vesting date.

Director Stock Ownership Policy

Our Director Stock Ownership Policy requires directors to hold common stock (including unvested or deferred RSUs) having a value equivalent to five times his or her annual cash retainer within five years of becoming a director. Under this policy, directors who are not at their targeted stock ownership level within the five-year period must hold at least 50% of any net shares realized until they reach their target. “Net shares realized” means unrestricted shares acquired by a director under our equity incentive plans or acquired pursuant to the exercise of an option, net of any shares sold to pay the exercise price. All directors are either at or above the targeted stock ownership levels or are still within the initial five-year period.

Pursuant to our anti-hedging and pledging policy, our directors are not permitted to hedge or pledge shares of ABM’s common stock.

PROPOSAL 2—ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION

Proposal Summary

As required by Section 14A of the Exchange Act, we are asking our stockholders to approve, on an advisory basis, the Company’s executive compensation policies and practices as described in the Compensation Discussion and Analysis, accompanying tables and related narrative contained in this Proxy Statement. At our 2023 annual meeting of stockholders, our stockholders voted to conduct this advisory vote on an annual basis. Accordingly, the Company has determined to submit an advisory vote on our executive compensation to our stockholders at each annual meeting (with the next one occurring in 2027) until the next advisory vote on the frequency of such advisory votes in 2029.

Board Recommendation

The Board unanimously recommends that you vote “FOR” the following resolution:

RESOLVED—that the stockholders approve, on an advisory basis, the compensation of the Company’s executives named in the 2025, 2024 and 2023 Summary Compensation Table, as disclosed in the Company’s 2026 Proxy Statement pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission, which disclosure includes the Compensation Discussion and Analysis, the compensation tables and other executive compensation disclosures.

Voting

Unless contrary instructions are received, the shares represented by a properly executed proxy will be voted “FOR” the preceding resolution. Your vote is advisory and so it will not be binding on the Board. However, the Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our executive compensation program for our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and other executive officers named in the 2025, 2024 and 2023 Summary Compensation Table (collectively, our “NEOs”).

Our Compensation Committee (referred to as the “Committee” in this section of the Proxy Statement) oversees all aspects of our NEO compensation. Our NEOs for fiscal year 2025 are:

*Mr. Ellis served as Executive Vice President and Chief Financial Officer through June 6, 2025. He then served as Senior Advisor from June 7, 2025 until his termination from the Company on September 5, 2025.

OUR COMPENSATION PHILOSOPHY AND PRACTICES

Compensation Philosophy

Our objective is to design an executive compensation program that encourages all of our leaders to produce strong financial results and create sustainable long-term value for our stockholders. To achieve this, we:

Best Practices

The following are some of the best practices we employ in our compensation program.

Fiscal 2025 Overview and Impact on Executive Compensation

In fiscal year 2025, the Board and management team focused on ensuring the Company was well-positioned and appropriately resourced to build on its strengths and capture growth opportunities across our business segments.

Pay-for-Performance Alignment

The following graph provides a historical realizable pay-for-performance analysis for ABM’s CEO against the Company’s 2025 peer group for 2022–2024. The Company’s relative pay and performance were strongly aligned over the period, with the relative TSR performance at the 55th percentile of the group and CEO realizable pay at the 41st percentile of the group. The Committee’s independent consultant conducted the realizable pay-for-performance assessment in order to ensure alignment with our pay for performance philosophy. Our pay-for-performance alignment is attributable to setting appropriate and rigorous performance goals within the annual and long-term incentive plans, using incentive metrics that align with shareholder value creation, using a balanced mix of fixed vs. variable compensation and LTI vehicles, and providing competitive compensation opportunities.

Fiscal Year 2024 “Say-on-Pay” Vote Results

In March 2025, our say-on-pay proposal received 97.5% approval by our stockholders. The Committee and management are committed to continually strengthening our pay-for-performance correlation, as well as the overall design of our executive compensation program to support driving the right behaviors for sustainable success, aligning with best practices in corporate governance and reflecting the interests of our stockholders and stakeholders. The Committee and management use the annual say-on-pay vote as a guidepost for stockholder perspective and believe that this result indicates that our programs are aligned with stockholders’ interests.

Compensation Decision Process

Role of the Compensation Committee

The Committee is responsible for the design of the Company’s executive compensation program, and for reviewing the overall effectiveness of our executive compensation program to ensure the design achieves our objectives. The Committee:

Based on the Committee’s assessment of the CEO’s performance achievement against his performance objectives, the Committee recommends CEO compensation to the independent members of our Board. This recommendation includes base pay level, cash incentive compensation and equity awards. All elements of CEO pay are approved by the Board, with Mr. Salmirs recusing himself.

The Committee generally has the authority to delegate its authority to subcommittees or the Chair of the Committee, as well as to officers of the Company, when it deems appropriate and in the best interests of the Company. The Committee has delegated authority to the chief executive officer to determine and approve equity awards for non-executive officer employees of the Company.

Role of Compensation Consultants

In 2025, the Committee continued to directly engage Pay Governance to serve as the Committee’s independent compensation consultant. The Committee takes into consideration the advice of its independent consultant to inform its decision-making process and has sole authority for retaining and terminating its consultant, as well as approving the terms of engagement, including fees. Services provided by the consultant to the Committee relating to executive compensation include: attend Committee meetings to present and offer independent recommendations, insights and perspectives on executive compensation matters; assess our Compensation Comparator Group (“CCG”) used for compensation decisions; assess how our executive compensation program aligns with pay for performance; review targeted pay levels and the mix of principal compensation components for the CEO and other NEOs; advise on annual and long-term incentive design and plan structure, performance goals, award opportunities and vesting conditions; and update the Committee on emerging trends and best practices in the area of executive compensation. The Committee meets multiple times throughout the year with the compensation consultant in executive session without management present. The compensation consultant works for the Committee and, with the approval of the Committee, has also provided services to the Governance Committee in connection with director compensation matters. Pay Governance does not provide any other services to the Company. The Committee has determined Pay Governance to be independent from management and that its engagement did not present any conflicts of interest. From time to time, the Committee may engage other consultants and advisors in connection with various compensation and benefits matters.

The Company’s management retains Willis Towers Watson as its primary compensation consultant to advise on program design, apprise management of evolving practices and trends, and perform other consulting services as needed.

Role of the CEO

The CEO makes recommendations to the Committee on the base salary, annual cash incentive targets, and equity awards for all executive officers other than himself. These recommendations are based on his assessment of each executive officer’s performance during the year and his review of, among other things, competitive market data and analysis of each specific executive’s role.

Use of Market Data and Our Compensation Comparator Group

The Committee uses compensation at our comparator group as one of its tools in connection with its assessment of our executive compensation programs and levels of compensation. Working with Pay Governance, the Committee regularly reviews the various criteria by which it selects the CCG. Companies in our CCG are generally selected with reference to the following criteria:

The Committee’s decisions relating to NEO pay are informed by its review of the compensation practices reported in the proxy statements filed by the companies in the CCG. The Committee believes that this proxy data provides a reasonable indicator of total compensation paid by companies that recruit executives with skill sets similar to those which we seek in our executives. Compensation for our executives is typically managed within the ranges of compensation paid by companies in the CCG. While the Committee normally references the CCG median (50th percentile) for each compensation element, the Committee uses its judgment to determine pay levels necessary to pay for performance and attract and retain executive talent. The Committee places significant weight on individual job performance, experience, compensation history, future potential, internal comparisons, affordability, retention risk, and in the case of executives other than the CEO, the CEO’s recommendations.

In September 2024, the Committee reviewed the CCG and determined for fiscal year 2025 to maintain the current peer group as each company remained within the Company’s selection criteria.

Elements of Compensation

The material components of our executive compensation program and their purposes and characteristics are summarized below.

Using the elements of compensation described above, we structure our program in a way that places a significant portion of our executives’ compensation at risk. At-risk compensation includes: annual cash incentive compensation (“Bonus”) that is tied to annual financial, safety and individual performance measures; performance-based equity awards that are paid only if performance metrics established at the beginning of the three-year performance period are met (“PSs”); and time-based equity awards ("RSUs" together with PSs, “LTIs”). As reflected in the charts below, approximately 89% of our CEO’s compensation is at risk. Approximately 77% of our other NEOs’ compensation is at risk.

HOW WE COMPENSATED OUR NEOs IN 2025

2025 Base Salary

The Committee reviews total compensation, including base salaries, for executives in the first quarter of each fiscal year, and as needed, in connection with recruitment, promotions or other changes in responsibilities that occur during the year. Base salary amounts affect potential annual cash performance incentive payments and equity award grant amounts, since these other compensation elements are based on a percentage of base salary. The following table shows each NEO’s 2024 and 2025 base salaries as of October 31 of each fiscal year. Annual changes in base salary typically become effective on January 1.

2025 Annual Cash Incentive Compensation

Each year, the Committee reviews the Company’s strategic and financial plan and key business objectives to align the CIP with the achievement of the Company’s goals. The metrics in the CIP have been selected to focus on driving sustainable, long-term value for our stockholders, as demonstrated by financial, safety and strategic goal achievement.

The Committee reviews the design, metrics and performance level requirements for the CIP annually, establishes the relative weightings of Financial Objectives, Safety Objectives and Personal Objectives for the CEO and all NEOs at the beginning of the year, and evaluates performance achieved against the objectives to determine cash payouts earned under the CIP.

Each of our NEOs was eligible to earn an annual cash incentive award under the CIP in fiscal year 2025.

2025 Financial and Safety Objectives for the CIP

For 2025, the Committee set Financial Objectives to incentivize top-line growth and bottom-line profitability and set 2025 Safety Objectives to drive continued improvement on key measures of workplace safety.

2025 Personal Objectives for the CIP

At the beginning of fiscal year 2025, the Committee, in consultation with the full Board, established 2025 Personal Objectives for the CEO that aligned with the Company’s most critical strategic priorities for the year. At the beginning of fiscal year 2025, CEO also worked with each other NEO to establish 2025 Personal Objectives for each such NEO aligned to his or her most critical priorities for the year, which reflect the unique role of each NEO.

Bonus Targets and CIP Performance Objectives Weighting

The target and maximum bonus opportunities for each NEO, expressed as a percentage of his or her base salary on October 31, 2025, are set forth in the following table. The relative weights of the Performance Objectives for each NEO are: Financial Objectives, 70%; Safety Objectives, 10%; and Personal Objectives, 20%. Payout can range from 0% to 200% of target, with payout at Threshold performance of 24.125% of each NEO’s target.

2025 Annual Cash Incentive Program

Funding Levels and Payouts Under CIP for NEOs in 2025

In December 2024, the Committee approved rigorous financial goals under the CIP that were based on the Company’s business plan, which is approved by the full Board. The Committee approved the goals with a holistic view of the prior year’s performance, the expected fiscal year 2025 performance of the Company, and macroeconomic factors impacting the Company. The Company’s financial and safety performance in 2025 resulted in a combined funding level for Financial Objectives and Safety Objectives that was at target, with Organic Revenue and Safety funding above target, and CIP Adjusted Net Income funding slightly below target. In combination, Financial Objectives and Safety Objectives are used to determine 80% of the annual CIP opportunity for the NEOs, and Personal Objectives are used to determine 20% of the annual CIP opportunity for the NEOs.

2025 Funding Levels for Financial and Safety Objectives

2025 Personal Objectives Achievements and CIP Award Payment for Scott Salmirs, President and CEO

For fiscal year 2025, the Committee considered Mr. Salmirs’ performance against his Personal Objectives in a process that involved discussions with all of the independent Board Members. After considering their perspectives, the Committee concluded Mr. Salmirs’ delivered on his Personal Objectives, including:

The Committee recommended, and the Board (with Mr. Salmirs recusing himself) approved, payout at 125.0% of target for Mr. Salmirs for the 20% Personal Objectives component of his 2025 CIP award.

As described above, Financial Objectives, which comprised 70% of Mr. Salmirs’ cash incentive compensation, were funded at 96.3%, and Safety Objectives, which comprised 10% of Mr. Salmirs’ CIP, were funded at 126.0%. Accordingly, Mr. Salmirs was awarded a 2025 CIP payment of $1,622,188, which represents 105.0% of his overall target.

2025 Personal Objectives Achievements and CIP Award Payments for Our Other NEOs

For fiscal 2025, the Committee considered the performance of Mr. Orr, Mr. Jacobsen, Mr. Valentin, and Mr. Mahoney against their Personal Objectives in a process that involved discussions with Mr. Salmirs. After considering the perspectives of Mr. Salmirs, the Committee concluded that Mr. Orr, Mr. Jacobsen, Mr. Valentin and Mr. Mahoney delivered on their Personal Objectives as described in the table below. Pursuant to his Separation Agreement (as defined below), for fiscal year 2025, Mr. Ellis’s Personal Objectives were deemed earned at target.

The following table presents the fiscal year 2025 performance under our CIP for our other NEOs’ Financial Objectives, Safety Objectives and Personal Objectives, and their resulting payout (both the total award dollar amount and as a percentage of target opportunity).