Bright Horizons (BFAM) executive logs award vesting and tax share withholdings

Rhea-AI Filing Summary

Bright Horizons Family Solutions executive Rosamund Marshall reported equity-related transactions in company common stock tied to vesting of incentive awards. On February 24, 2026, she acquired 2,623 shares at $0.00 per share through the vesting and settlement of performance-based restricted stock units, granted based on financial performance from January 1, 2023 to December 31, 2025. On the same date, 1,181 shares and 2,164 shares were disposed of at $71.64 per share to satisfy tax withholding obligations related to the vesting of those performance-based units and other restricted stock units. After these transactions, her directly held ownership changed in line with these award settlements and tax withholdings.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Marshall Rosamund

Role Managing Director - Intl.

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,623	$0.00	--
Tax Withholding	Common Stock	1,181	$71.64	$85K
Tax Withholding	Common Stock	2,164	$71.64	$155K

Holdings After Transaction: Common Stock — 23,804 shares (Direct)

Footnotes (1)

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 →

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

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Marshall Rosamund

(Last) (First) (Middle)

C/O BRIGHT HORIZONS FAMILY SOLUTIONS

2 WELLS AVENUE

(Street)

NEWTON MA 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Managing Director - Intl.

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/24/2026		A		2,623(1)	A	$0.00	23,804	D
Common Stock	02/24/2026		F		1,181(2)	D	$71.64	22,623	D
Common Stock	02/24/2026		F		2,164(3)	D	$71.64	20,459	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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:

	John Casagrande, attorney-in-fact for Rosamund Marshall	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.
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FAQ

What did BFAM executive Rosamund Marshall report on this Form 4?

Rosamund Marshall reported equity award activity in Bright Horizons common stock. She received vested performance-based restricted stock units and had shares withheld to cover related tax obligations, all reflected as non-derivative common stock transactions on the reported date.

How many BFAM shares did Rosamund Marshall acquire through awards?

She acquired 2,623 shares of Bright Horizons common stock at $0.00 per share. These shares came from the vesting and settlement of performance-based restricted stock units earned over a defined financial performance period ending December 31, 2025.

Why were some BFAM shares disposed of in Rosamund Marshall’s filing?

The disposals represent shares withheld for tax obligations, not open-market sales. A total of 1,181 and 2,164 shares were withheld at $71.64 per share to satisfy taxes from vesting of performance-based and time-based restricted stock units.

What performance period applied to Rosamund Marshall’s PRSU vesting at BFAM?

The performance-based restricted stock units vested based on Bright Horizons’ financial performance from January 1, 2023 through December 31, 2025. The number of units converted into shares depended on the company’s achievement of specified financial metrics during that period.

Were Rosamund Marshall’s BFAM transactions open-market buys or sells?

No, the transactions were award-related. She received shares via vesting of performance-based restricted stock units and had additional shares withheld to pay tax liabilities, rather than executing discretionary open-market purchases or sales of Bright Horizons stock.