Bright Horizons (BFAM) COO reports PRSU vesting and tax share withholding

Rhea-AI Filing Summary

BRIGHT HORIZONS FAMILY SOLUTIONS INC. COO North America Center Ops Mary Lou Burke reported equity compensation activity in company common stock. On February 24, 2026, she acquired 3,847 shares at $0.00 per share through the vesting of performance-based restricted stock units tied to financial metrics from January 1, 2023 to December 31, 2025.

To cover related tax obligations, 1,283 shares and 2,428 shares were withheld at $71.64 per share in tax-withholding dispositions tied to the vesting and settlement of these performance-based units and other restricted stock units. Following these transactions, she directly holds 26,585 common shares and indirectly holds 1,320 shares as UTMA custodian for her daughter.

Insider Trade Summary

Net Buyer: 136 shares

Net Buy 5 txns

Insider Burke Mary Lou

Role COO North America Center Ops

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,847	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,283	$71.64	$92K
Exercise Price or Tax Liability	Common Stock	2,428	$71.64	$174K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 26,585 shares (Direct); Common Stock — 2,640 shares (Indirect, UTMA Custodian for daughter)

Footnotes (3)

1. F1. 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. F2. 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. F3. 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.

FAQ

What did BFAM executive Mary Lou Burke report in this Form 4?

Mary Lou Burke reported equity compensation activity involving Bright Horizons common stock. She acquired shares through the vesting of performance-based restricted stock units and had additional shares withheld to satisfy tax obligations tied to this vesting and to other restricted stock units.

How many BFAM shares did Mary Lou Burke acquire through awards?

She acquired 3,847 shares of Bright Horizons common stock. These came from the vesting of performance-based restricted stock units, where each unit converted into one share based on the company’s achievement of specified financial performance metrics over a defined multi-year period.

Why were BFAM shares disposed of in Mary Lou Burke’s Form 4 filing?

Shares were disposed of solely to satisfy tax withholding obligations. Specifically, 1,283 and 2,428 shares of Bright Horizons common stock were withheld in connection with the vesting and settlement of performance-based restricted stock units and other restricted stock units granted as part of compensation.

What was the share price used for BFAM tax-withholding transactions?

The tax-withholding dispositions used a price of $71.64 per share. This price applied to both sets of withheld Bright Horizons shares that were delivered to cover tax liabilities arising from the vesting of performance-based restricted stock units and restricted stock units.

How many BFAM shares does Mary Lou Burke own after these transactions?

After the reported transactions, she directly owns 26,585 shares of Bright Horizons common stock. In addition, she indirectly holds 1,320 shares as UTMA custodian for her daughter, reflecting a separate custodial ownership position reported in the Form 4.

What performance period governed Mary Lou Burke’s BFAM performance-based units?

The performance-based restricted stock units vested based on Bright Horizons’ achievement of financial metrics over a period from January 1, 2023 to December 31, 2025. The number of shares issued reflected the company’s performance over that specific multi-year timeframe.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/26/2026 - 04:42 PM Learn about SEC filing dates

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
Estimated average burden
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^*

Burke Mary Lou

(Last) (First) (Middle)

C/O BRIGHT HORIZONS FAMILY SOLUTIONS INC

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)
	COO North America Center Ops

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		3,847(1)	A	$0.00	30,296	D
Common Stock	02/24/2026		F		1,283(2)	D	$71.64	29,013	D
Common Stock	02/24/2026		F		2,428(3)	D	$71.64	26,585	D
Common Stock								1,320	I	UTMA Custodian for daughter
Common Stock								1,320	I	UTMA Custodian for daughter

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:

	/s/ John Casagrande, as attorney in fact for Mary Lou Burke	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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