Bright Horizons (NYSE: BFAM) CEO reports PRSU vesting and tax share withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

BRIGHT HORIZONS FAMILY SOLUTIONS INC. CEO & President Stephen Howard Kramer reported equity compensation activity involving common stock. He acquired 12,240 shares at $0.00 per share through the vesting of performance-based restricted stock units tied to financial metrics for the period from January 1, 2023 to December 31, 2025.

To cover tax withholding obligations from this PRSU vesting and from separate restricted stock unit vesting, 4,083 shares and 8,793 shares were disposed of at $71.64 per share through share withholding, rather than open-market sales. Following these transactions, he directly held 114,501 shares of common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Kramer Stephen Howard

Role CEO & President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	12,240	$0.00	--
Tax Withholding	Common Stock	4,083	$71.64	$293K
Tax Withholding	Common Stock	8,793	$71.64	$630K

Holdings After Transaction: Common Stock — 127,377 shares (Direct)

Footnotes (1)

Represents the acquisition of shares of the Registrant's common stock upon the vesting of performance-based restricted stock units (PRSUs). The number of PRSUs was based on the Registrant's level of achievement of certain financial performance metrics for the performance period, which commenced on January 1, 2023 and ended on December 31, 2025. Each PRSU represents a contingent right to receive one share of Registrant common stock upon vesting and settlement. Represents shares withheld to satisfy tax withholding obligations arising as a result of the vesting and settlement of the PRSUs described in footnote 1. Represents shares withheld to satisfy tax withholding obligation arising upon the vesting of restricted stock units (RSU). Each RSU represents a right to receive one share of Registrant common stock upon vesting.

Form 4 Insider Transactions: What Each Field Means →

02/26/2026 - 04:43 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kramer Stephen Howard

(Last)

(First)

(Middle)

C/O BRIGHT HORIZONS FAMILY SOLUTIONS INC

2 WELLS AVENUE

(Street)

NEWTON

02459

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BRIGHT HORIZONS FAMILY SOLUTIONS INC. [ BFAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/24/2026		A		12,240⁽¹⁾	A	$0.00	127,377	D
Common Stock	02/24/2026		F		4,083⁽²⁾	D	$71.64	123,294	D
Common Stock	02/24/2026		F		8,793⁽³⁾	D	$71.64	114,501	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the acquisition of shares of the Registrant's common stock upon the vesting of performance-based restricted stock units (PRSUs). The number of PRSUs was based on the Registrant's level of achievement of certain financial performance metrics for the performance period, which commenced on January 1, 2023 and ended on December 31, 2025. Each PRSU represents a contingent right to receive one share of Registrant common stock upon vesting and settlement.

2. Represents shares withheld to satisfy tax withholding obligations arising as a result of the vesting and settlement of the PRSUs described in footnote 1.

3. Represents shares withheld to satisfy tax withholding obligation arising upon the vesting of restricted stock units (RSU). Each RSU represents a right to receive one share of Registrant common stock upon vesting.

Remarks:

	/s/ John Casagrande, as attorney in fact for Stephen Kramer	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did BFAM CEO Stephen Howard Kramer report?

Stephen Howard Kramer reported equity compensation activity, including 12,240 Bright Horizons common shares acquired via performance-based restricted stock unit vesting and shares withheld to cover related tax obligations. These were compensation-related entries rather than open-market stock purchases or discretionary sales.

How many BFAM shares did the CEO receive through PRSU vesting?

Stephen Howard Kramer received 12,240 shares of Bright Horizons common stock upon vesting of performance-based restricted stock units. These PRSUs were tied to the company’s achievement of specific financial performance metrics over a multi-year period that ran from early 2023 through the end of 2025.

Why were some BFAM shares disposed of in this Form 4 filing?

Shares were disposed of solely to satisfy tax withholding obligations triggered by the vesting and settlement of performance-based restricted stock units and other restricted stock units. The company withheld 4,083 shares and 8,793 shares at a price of $71.64 per share for these tax-related purposes.

Were BFAM shares in this Form 4 sold on the open market?

The filing indicates the dispositions were for tax withholding, not open-market sales. Code “F” transactions represent payment of exercise price or tax liability by delivering or withholding shares, meaning they are administrative in nature rather than discretionary purchases or sales in the market.

What is the remaining BFAM shareholding for the CEO after these transactions?

After the reported grant and tax-withholding dispositions, Stephen Howard Kramer directly owned 114,501 shares of Bright Horizons common stock. This figure reflects the net result of the PRSU and RSU vesting activity and the shares retained after satisfying required tax obligations.

What performance period was used for the BFAM PRSUs that vested?

The performance-based restricted stock units that vested for Stephen Howard Kramer were based on Bright Horizons’ achievement of specified financial metrics over a performance period beginning January 1, 2023 and ending December 31, 2025, linking his equity award directly to multi-year company performance outcomes.