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Current Report · Items 2.02, 5.02, 9.01 · 8-K

BRIGHT HORIZONS FAMILY SOLUTIONS INC.

BFAMNYSEEQUITYCurrent

Results of Operations and Financial Condition · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

Item 2.02 Results of Operations and Financial Condition On February 12, 2026, Bright Horizons Family Solutions Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter and year ended December 31, 2025 and provided financial guidance for the year 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.…

Filed Feb 12, 2026Accepted Feb 12, 2026, 4:14 PM ESTCIK 1437578Accession 0001437578-26-000003
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Company context

Bright Horizons® is a leading provider of high-quality early education and child care, back-up care, and workforce education services. For 40 years, we have partnered with employers to support workforces by providing services that help working families and employees thrive personally and professionally. Bright Horizons operates approximately 1,000 early education and child care centers in the United States, the United Kingdom, the Netherlands, Australia and India, and serves more than 1,450 of the world’s leading employers. Bright Horizons’ early education and child care centers, back-up child and elder care, and workforce education programs help employees succeed at each life and career stage. For more information, go to www.brighthorizons.com.

Current securities

Recent company filings

  1. SCHEDULE 13G filingSep 17, 2026
  2. 4 filingSep 2, 2026
  3. 4 filingSep 2, 2026
  4. 144 filingSep 2, 2026
  5. 144 filingSep 1, 2026

Disclosure sections

Items 2.02, 5.02, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 2.02Item 2.02 - Results of Operations
Item 2.02 Results of Operations and Financial Condition On February 12, 2026, Bright Horizons Family Solutions Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter and year ended December 31, 2025 and provided financial guidance for the year 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information contained in this Item, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (e) Long-Term Incentive Program On February 9, 2026, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”), following a review of the Company’s long-term incentive equity program and with input from its independent compensation consultant (the “Compensation Consultant”), approved a revised Long-Term Incentive Program (the “LTIP”) under the Company’s shareholder approved 2012 Omnibus Long-Term Incentive Plan, as amended and restated. To better align the Company’s LTIP program with market practice, the Compensation Committee approved increasing the percentage of performance-based equity awards to be awarded to the Company’s key employees, including the Company’s named executive officers, and to eliminate the award of stock options, in each case commencing with fiscal year 2026. Under the revised LTIP, each named executive officer’s LTIP award will be comprised 50% (up from 25%) of performance-based restricted stock units (“PRSUs”) and 50% of time-based restricted stock units (“RSUs”). The Compensation Committee also undertook a review of the Company’s form of RSU award agreement and approved a new form of award agreement that will be used under the revised LTIP and provides, in part, that if a grantee’s employment is terminated on account of the death or disability prior to the RSU award vesting date, the award will vest either in full or pro-rata depending on the term of a grantee’s employment. This description of the form of RSU award agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of RSU award agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. NEO Compensation Changes On February 9, 2026, the Compensation Committee, with input from the Compensation Consultant, following a review and assessment of the overall compensation for the Company’s named executive officers, approved the following compensation changes for fiscal year 2026 to better align compensation to market practice: (i) for Stephen H. Kramer, the Company’s Chief Executive Officer and President, an increase in the value of Mr. Kramer’s target total LTIP award to $5,000,000 (from $3,500,000) and (ii) for Elizabeth Boland, the Company’s Chief Financial Officer, an increase in the value of Ms. Boland’s target total LTIP award to $1,500,000 (from $1,100,000). The Compensation Committee also approved a one-time RSU award for Mandy Berman, the Company’s Chief Operating Officer, Backup Care and Education Advisory Services, valued at $500,000 and vesting on the second anniversary of the grant date, in recognition of additional responsibilities that she will undertake at the Company.
Filed exhibits (1)
EX-99.1 (by filename) bfam-123125xex991.htm

EX-99.1 2 bfam-123125xex991.htm EX-99.1 Document Exhibit 99.1 Bright Horizons Family Solutions Reports Financial Results for the Fourth Quarter and Full Year of 2025 NEWTON, MA - (BUSINESS WIRE) - February 12, 2026 - Bright Horizons Family Solutions® Inc. (NYSE: BFAM) today announced financial results for the fourth quarter and full year of 2025 and provided guidance for 2026. Bright Horizons is a leading provider of high-quality early education and child care, comprehensive back-up care solutions, and educational advisory services. Our offerings are designed to support both working families and employers’ workforce strategies by supporting their employees across life and career stages, and improve employee recruitment, engagement, productivity, retention, and career advancement. Fourth Quarter 2025 Highlights (compared to Fourth Quarter 2024): • Revenue of $734 million (increase of 9%) • Income from operations of $45 million (decrease of 6%) • Net income of $22 million and diluted earnings per common share of $0.38 (decreases of 25% and 24%, respectively) Non-GAAP financial measures: • Adjusted EBITDA* of $123 million (increase of 12%) • Adjusted income from operatio…

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