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BRIGHT HORIZONS FAMILY SOLUTIONS INC.

For the period ended Jun 30, 2026. Filed Aug 6, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 6, 2026

BFAM$51.74-0.4%Stored close · as of Nov 10, 2026

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Item 1. Condensed Consolidated Financial Statements (Unaudited)

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2026December 31, 2025
(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents$163,691$140,091
Accounts receivable — net of allowance for credit losses of $3,406 and $3,667 at June 30, 2026 and December 31, 2025, respectively208,829293,983
Prepaid expenses and other current assets92,53069,899
Total current assets465,050503,973
Fixed assets — net559,728574,200
Goodwill1,818,9001,824,175
Other intangible assets — net191,366193,452
Operating lease right-of-use assets636,188682,069
Other assets118,818111,734
Total assets$3,790,050$3,889,603
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt$9,375$—
Current portion of revolving credit facility205,953199,552
Accounts payable and accrued expenses310,318292,812
Current portion of operating lease liabilities110,405110,229
Deferred revenue287,695330,647
Other current liabilities47,92632,925
Total current liabilities971,672966,165
Long-term debt — net1,072,058747,614
Operating lease liabilities656,996702,845
Other long-term liabilities108,483104,126
Deferred revenue13,64014,689
Deferred income taxes23,68214,873
Total liabilities2,846,5312,550,312
Stockholders’ equity:
Preferred stock, $0.001 par value; 25,000,000 shares authorized; no shares issued or outstanding at June 30, 2026 and December 31, 2025——
Common stock, $0.001 par value; 475,000,000 shares authorized; 49,244,296 and 55,622,045 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively4956
Additional paid-in capital—424,953
Accumulated other comprehensive loss(44,173)(44,850)
Retained earnings987,643959,132
Total stockholders’ equity943,5191,339,291
Total liabilities and stockholders’ equity$3,790,050$3,889,603

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three months ended June 30,Six months ended June 30,
2026202520262025
(In thousands, except share data)
Revenue$779,178$731,570$1,491,400$1,397,097
Cost of services590,215549,0201,138,9471,058,810
Gross profit188,963182,550352,453338,287
Selling, general and administrative expenses108,00294,834205,355186,695
Amortization of intangible assets1,1441,6642,3323,268
Income from operations79,81786,052144,766148,324
Interest expense — net(14,023)(10,555)(26,045)(20,906)
Income before income tax65,79475,497118,721127,418
Income tax expense(25,159)(20,722)(43,978)(34,594)
Net income$40,635$54,775$74,743$92,824
Earnings per common share:
Common stock — basic$0.79$0.96$1.41$1.62
Common stock — diluted$0.79$0.95$1.40$1.61
Weighted average common shares outstanding:
Common stock — basic51,538,72957,255,84152,938,35257,319,814
Common stock — diluted51,757,06557,713,11153,230,62257,831,930

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended June 30,Six months ended June 30,
2026202520262025
(In thousands)
Net income$40,635$54,775$74,743$92,824
Other comprehensive income (loss):
Foreign currency translation adjustments1,60555,959(725)79,891
Unrealized gain (loss) on cash flow hedges and investments, net of tax411(2,145)1,402(5,051)
Total other comprehensive income2,01653,81467774,840
Comprehensive income$42,651$108,589$75,420$167,664

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Three months ended June 30, 2026
Common Stock · AdditionalPaid-in Capital · Treasury Stock,at Cost · Accumulated OtherComprehensive Loss · Retained Earnings · TotalStockholders’ Equity
Shares · Amount
(In thousands, except share data)
Balance at April 1, 202652,870,361$53$198,526$—$(46,189)$993,240$1,145,630
Stock-based compensation expense7,0327,032
Issuance of common stock under the Equity Incentive Plan36,899———
Shares received in net share settlement of stock option exercises and vesting of restricted stock(10,808)—(891)(891)
Purchase of treasury stock(250,903)(250,903)
Retirement of treasury stock(3,652,156)(4)(204,667)250,903(46,232)—
Other comprehensive income2,0162,016
Net income40,63540,635
Balance at June 30, 202649,244,296$49$—$—$(44,173)$987,643$943,519
Three months ended June 30, 2025
Common Stock · AdditionalPaid-in Capital · Treasury Stock,at Cost · Accumulated OtherComprehensive Loss · Retained Earnings · TotalStockholders’ Equity
Shares · Amount
(In thousands, except share data)
Balance at April 1, 202557,479,307$57$609,118$—$(89,269)$804,065$1,323,971
Stock-based compensation expense6,8296,829
Issuance of common stock under the Equity Incentive Plan47,953—1,9791,979
Shares received in net share settlement of stock option exercises and vesting of restricted stock(8,275)—(1,022)(1,022)
Purchase of treasury stock(41,225)(41,225)
Retirement of treasury stock(348,375)—(41,225)41,225—
Other comprehensive income53,81453,814
Net income54,77554,775
Balance at June 30, 202557,170,610$57$575,679$—$(35,455)$858,840$1,399,121

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Six months ended June 30, 2026
Common Stock · AdditionalPaid-in Capital · Treasury Stock,at Cost · Accumulated OtherComprehensiveLoss · Retained Earnings · TotalStockholders’ Equity
Shares · Amount
(In thousands, except share data)
Balance at January 1, 202655,622,045$56$424,953$—$(44,850)$959,132$1,339,291
Stock-based compensation expense14,45614,456
Issuance of common stock under the Equity Incentive Plan294,708———
Shares received in net share settlement of stock option exercises and vesting of restricted stock(107,651)—(7,817)(7,817)
Purchase of treasury stock(477,831)(477,831)
Retirement of treasury stock(6,564,806)(7)(431,592)477,831(46,232)—
Other comprehensive income677677
Net income74,74374,743
Balance at June 30, 202649,244,296$49$—$—$(44,173)$987,643$943,519
Six months ended June 30, 2025
Common Stock · AdditionalPaid-in Capital · Treasury Stock,at Cost · Accumulated OtherComprehensiveLoss · Retained Earnings · TotalStockholders’ Equity
Shares · Amount
(In thousands, except share data)
Balance at January 1, 202557,404,736$57$622,618$—$(110,295)$766,016$1,278,396
Stock-based compensation expense14,98614,986
Issuance of common stock under the Equity Incentive Plan392,065—12,63112,631
Shares received in net share settlement of stock option exercises and vesting of restricted stock(107,965)—(13,609)(13,609)
Purchase of treasury stock(60,947)(60,947)
Retirement of treasury stock(518,226)—(60,947)60,947—
Other comprehensive income74,84074,840
Net income92,82492,824
Balance at June 30, 202557,170,610$57$575,679$—$(35,455)$858,840$1,399,121

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended June 30,
20262025
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$74,743$92,824
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization47,80244,609
Impairment losses and other non-cash items22,934856
Stock-based compensation expense14,45614,986
Deferred income taxes8,0835,175
Changes in assets and liabilities:
Accounts receivable84,93887,431
Prepaid expenses and other current assets(3,821)(1,345)
Accounts payable and accrued expenses10,51913,581
Income taxes(14,523)(7,882)
Deferred revenue(42,978)(27,252)
Leases(11,693)(4,523)
Other assets(3,446)(4,446)
Other current and long-term liabilities15,7786,360
Net cash provided by operating activities202,792220,374
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets — net(39,081)(34,043)
Proceeds from debt securities and other investments8,8967,503
Purchases of debt securities and other investments(9,219)(6,322)
Payments and settlements for acquisitions — net of cash acquired—(5,106)
Net cash used in investing activities(39,404)(37,968)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facility1,241,463405,000
Payments under revolving credit facility(1,272,534)(3,500)
Borrowings of long-term debt — net of issuance costs373,748—
Principal payments of long-term debt—(451,000)
Payments of revolving credit facility debt issuance costs(334)(2,878)
Purchase of treasury stock(471,531)(60,330)
Proceeds from issuance of common stock upon exercise of options—10,230
Taxes paid related to the net share settlement of stock options and restricted stock(7,817)(13,609)
Net cash used in financing activities(137,005)(116,087)
Effect of exchange rates on cash, cash equivalents and restricted cash(1,744)7,045
Net increase in cash, cash equivalents and restricted cash24,63973,364
Cash, cash equivalents and restricted cash — beginning of period143,158123,715
Cash, cash equivalents and restricted cash — end of period$167,797$197,079

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Six months ended June 30,
20262025
(In thousands)
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents$163,691$179,222
Restricted cash, included in prepaid expenses and other current assets1,53715,363
Restricted cash, included in other assets2,5692,494
Total cash, cash equivalents and restricted cash — end of period$167,797$197,079
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash payments of interest$28,197$28,508
Cash received from cash flow hedges of interest rate risk$1,566$7,798
Cash payments of income taxes (net of refunds in 2026)$50,323$35,879
Cash paid for amounts included in the measurement of lease liabilities$85,741$78,999
NON-CASH TRANSACTIONS:
Fixed asset purchases recorded in accounts payable and accrued expenses$1,257$1,465
Operating right-of-use assets obtained in exchange for operating lease liabilities — net$11,916$32,329
Treasury stock purchases in other current liabilities$3,559$—
Restricted stock reclassified from other current liabilities to equity upon vesting$—$2,401

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  1. ORGANIZATION AND BASIS OF PRESENTATION

Organization— Bright Horizons Family Solutions Inc. (“Bright Horizons” or the “Company”) provides early education and child care, comprehensive back-up care solutions, and educational advisory services for employers and families in the United States, the United Kingdom, the Netherlands, Australia and India. The Company provides services designed to support both working families and employers' workforce strategies by supporting their employees across life and career stages, and improving employee recruitment, engagement, productivity, retention, and career advancement. The Company provides services primarily under multi-year contracts with employer-clients who offer early education and child care, back-up care, and educational advisory services as part of their employee benefits package.

As of June 30, 2026, the Company operated 988 early education and child care centers.

Basis of Presentation— The accompanying unaudited condensed consolidated balance sheet as of June 30, 2026 and the unaudited condensed consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the interim periods ended June 30, 2026 and 2025 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required in accordance with U.S. GAAP for complete financial statements and should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

In the opinion of the Company’s management, the Company’s unaudited condensed consolidated balance sheet as of June 30, 2026 and the unaudited condensed consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the interim periods ended June 30, 2026 and 2025, reflect all adjustments (consisting only of normal and recurring adjustments) necessary to present fairly the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year.

Stockholders’ Equity— The board of directors of the Company authorized a new share repurchase program of up to $600 million (exclusive of fees, commissions or other expenses) of the Company’s outstanding common stock effective March 9, 2026. The new share repurchase program has no expiration date and canceled and replaced the prior share repurchase program of up to $500 million announced in June 2025, of which approximately $127.6 million remained available thereunder. The shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with federal securities law, including under Rule 10b5-1 plans or accelerated share repurchase programs. During the six months ended June 30, 2026, the Company repurchased approximately 6.6 million shares for $473.2 million under the repurchase program (resulting in a $4.6 million excise tax liability). During the six months ended June 30, 2025, the Company repurchased approximately 0.5 million shares for $60.7 million under the repurchase program (resulting in a $0.2 million excise tax liability). Share repurchases are initially recorded to treasury stock at cost. Upon retirement, the par value of the share repurchases are recorded to common stock with the excess of the purchase price over par first recorded against any available additional paid in capital (“APIC”) and the balance recorded to retained earnings. Due to the volume of share repurchases under the authorized share repurchase program during the six months ended June 30, 2026, the Company has no remaining balance in APIC as of June 30, 2026. All repurchased shares have been retired and, as of June 30, 2026, $328.7 million remained available under the Board-approved repurchase program.

  1. REVENUE RECOGNITION

Disaggregation of Revenue

The Company disaggregates revenue from contracts with customers into segments and geographical regions. Revenue disaggregated by segment and geographical region was as follows:

Full servicecenter-basedchild careBack-up careEducationaladvisory servicesTotal
(In thousands)
North America$339,993$178,182$28,295$546,470
Outside North America217,30415,404—232,708
$557,297$193,586$28,295$779,178
North America$340,082$147,382$28,633$516,097
Outside North America200,18515,288—215,473
$540,267$162,670$28,633$731,570
Full servicecenter-basedchild careBack-up careEducationaladvisory servicesTotal
(In thousands)
North America$672,589$308,709$55,214$1,036,512
Outside North America425,34229,546—454,888
$1,097,931$338,255$55,214$1,491,400
North America$673,057$266,211$55,001$994,269
Outside North America377,75725,071—402,828
$1,050,814$291,282$55,001$1,397,097

The classification “North America” is comprised of the Company’s operations in the United States (including Puerto Rico), and the classification “Outside North America” includes the Company’s operations in the United Kingdom, the Netherlands, Australia and India.

Deferred Revenue

The Company records deferred revenue when payments are received in advance of the Company’s performance under the contract, which is recognized as revenue as the performance obligation is satisfied. The Company recognized $258.8 million and $236.5 million as revenue during the six months ended June 30, 2026 and 2025, respectively, which was included in the deferred revenue balance at the beginning of each respective period.

Remaining Performance Obligations

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original contract term of one year or less, or for variable consideration allocated to the unsatisfied performance obligation of a series of services. The transaction price allocated to the remaining performance obligations relates to services that are paid or invoiced in advance. The Company’s remaining performance obligations not subject to the practical expedients were not material.

  1. LEASES

The Company has operating leases for certain of its full service and back-up early education and child care centers, corporate offices, call centers, and to a lesser extent, various office equipment, in the United States, the United Kingdom, the Netherlands, and Australia. Most of the leases expire within 10 to 15 years and many contain renewal options and/or termination provisions. As of June 30, 2026 and December 31, 2025, there were no material finance leases.

Lease Expense

The components of lease expense were as follows:

Three months ended June 30,Six months ended June 30,
2026202520262025
(In thousands)
Operating lease expense (1)$47,604$37,663$85,133$74,058
Variable lease expense (1)11,03412,01722,18323,354
Total lease expense$58,638$49,680$107,316$97,412

(1) Excludes short-term lease expense and sublease income, which were immaterial for the periods presented.

Operating lease expense for the three months ended June 30, 2026 includes impairment losses on operating lease right-of-use assets of $11.1 million. Refer to Note 9, Fair Value Measurements, and Note 11, Segment Information, for additional information.

Other Information

The weighted average remaining lease term and the weighted average discount rate were as follows:

June 30, 2026December 31, 2025
Weighted average remaining lease term (in years)99
Weighted average discount rate7.1%7.0%

Maturity of Lease Liabilities

The following table summarizes the maturity of lease liabilities as of June 30, 2026:

Operating Leases
(In thousands)
Remainder of 2026$70,345
2027156,113
2028143,386
2029127,674
2030106,177
Thereafter446,789
Total lease payments1,050,484
Less imputed interest(283,083)
Present value of lease liabilities767,401
Less current portion of operating lease liabilities(110,405)
Long-term operating lease liabilities$656,996

As of June 30, 2026, the Company had not entered into additional operating leases that have not yet commenced.

  1. ACQUISITIONS

The Company’s growth strategy includes expansion through strategic and synergistic acquisitions. The goodwill resulting from these acquisitions arises largely from synergies expected from combining the operations of the businesses acquired with the Company’s existing operations, including cost efficiencies and leveraging existing client relationships, as well as from benefits derived from gaining the related assembled workforce.

2025 Acquisitions

During the year ended December 31, 2025, the Company acquired three centers in the United Kingdom intwo separate business acquisitions, which were each accounted for as a business combination. The businesses were acquired for aggregate cash consideration of $6.8 million, net of $0.3 million cash acquired, and $0.1 million of deferred consideration, and are subject to adjustments from the settlement of the final working capital. The Company recorded goodwill of $4.9 million related to the full service center-based child care segment for these acquisitions, which will not be deductible for tax purposes. In addition, the Company recorded intangible assets of $0.5 million.

The determination and allocation of purchase price consideration is based on preliminary estimates of fair value; such estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). As of June 30, 2026, the purchase price allocation for one of these acquisitions remains open as the Company gathers additional information regarding the assets acquired and the liabilities assumed. The operating results for the acquired businesses are included in the consolidated results of operations from the date of acquisition and were not material to the Company’s financial results.

  1. GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of goodwill were as follows:

Full servicecenter-basedchild careBack-up careEducationaladvisory servicesTotal
(In thousands)
Balance at January 1, 2026$1,575,631$210,868$37,676$1,824,175
Adjustments to prior year acquisitions(217)——(217)
Impairment loss(6,302)——(6,302)
Effect of foreign currency translation1,656(412)—1,244
Balance at June 30, 2026$1,570,768$210,456$37,676$1,818,900

During the three months ended June 30, 2026, the Company identified certain indicators of potential impairment, therefore an interim test for goodwill impairment was performed as of June 30, 2026. For an immaterial foreign reporting unit specializing in tutoring services, the fair value was less than its book value, and therefore, the Company recognized goodwill impairment of $6.3 million. The inputs to the fair value are defined in the fair value hierarchy as level 3 due to the lack of observable inputs used in the model. Refer to Note 9, Fair Value Measurements, and Note 11, Segment Information, for additional information.

The Company also has intangible assets, which consisted of the following as of June 30, 2026 and December 31, 2025:

June 30, 2026CostAccumulatedamortizationNet carryingamount
(In thousands)
Definite-lived intangible assets:
Customer relationships$386,873$(381,537)$5,336
Trade names16,304(11,134)5,170
403,177(392,671)10,506
Indefinite-lived intangible assets:
Trade names180,860—180,860
$584,037$(392,671)$191,366
December 31, 2025CostAccumulatedamortizationNet carryingamount
(In thousands)
Definite-lived intangible assets:
Customer relationships$386,482$(379,457)$7,025
Trade names16,148(10,693)5,455
402,630(390,150)12,480
Indefinite-lived intangible assets:
Trade names180,972—180,972
$583,602$(390,150)$193,452

The Company estimates that it will record amortization expense related to intangible assets existing as of June 30, 2026 as follows:

Estimated amortization expense
(In thousands)
Remainder of 2026$2,409
20273,156
20281,776
2029720
2030699
Thereafter1,746
$10,506
  1. CREDIT ARRANGEMENTS AND DEBT OBLIGATIONS

Senior Secured Credit Facilities

The Company’s senior secured credit facilities consist of a term loan B facility (“term loan B”) and a term loan A facility (“term loan A” and, together with term loan B, the “term loans”), as well as a $1.0 billion multi-currency revolving credit facility (“revolving credit facility”).

Long-term debt obligations were as follows:

June 30, 2026December 31, 2025
(In thousands)
Term loan B$450,000$450,000
Term loan A375,000—
Revolving credit facility465,953499,552
Deferred financing costs and original issue discount(3,567)(2,386)
Total debt1,287,386947,166
Less current portion of term loans(9,375)—
Less current portion of revolving credit facility(205,953)(199,552)
Long-term debt$1,072,058$747,614

On June 1, 2026, the Company amended its existing senior secured credit facilities to, among other changes, issue a $375 million new term loan A facility as well as increase the borrowing capacity of its revolving credit facility from $900 million to $1.0 billion. On the closing date, the proceeds of the term loan A, together with cash on hand, were used to repay outstanding borrowings under the revolving credit facility, including all outstanding interest and related fees and expenses. In conjunction with the amendment, the Company capitalized $1.8 million in fees that will be amortized over the term of the senior secured credit facilities, of which $1.4 million related to the term loan A that have been recorded as deferred financing costs in long-term debt and $0.4 million related to the revolving credit facility that have been recorded in other assets.

On August 21, 2025, the Company amended its existing senior secured credit facilities to, among other changes, refinance the existing term loan B and to extend the maturity date. On the closing date, the Company used its revolving credit facility to prepay $50 million of the outstanding principal amount of the existing term loan B. In conjunction with the amendment, the Company recorded expense of $1.9 million and capitalized $0.2 million in fees to new lenders that have been recorded as deferred financing costs in long-term debt and will be amortized over the term of the credit facility.

On April 17, 2025, the Company amended its existing senior secured credit facilities to, among other changes, increase the borrowing capacity of its revolving credit facility from $400 million to $900 million and extend the maturity date. On the closing date, the Company used $362.5 million from its revolving credit facility to repay the outstanding balances under the previous term loan A. In conjunction with the amendment, the Company recorded expense of $0.6 million and capitalized $2.9 million in fees that have been recorded in other assets and will be amortized over the term of the revolving credit facility.

All borrowings under the credit facilities are subject to variable interest. The effective interest rate for the term loans was 5.28% and 5.47% as of June 30, 2026 and December 31, 2025, respectively, and the weighted average interest rate was 5.40% and 6.06% for the six months ended June 30, 2026 and 2025, respectively, prior to the effects of any interest rate hedge arrangements.

The effective interest rate for the revolving credit facility was 4.99% and 4.96% as of June 30, 2026 and December 31, 2025, respectively, and the weighted average interest rate was 4.97% and 5.83% for the six months ended June 30, 2026 and 2025, respectively, prior to the effects of any interest rate hedge arrangements. The effective interest rate on the revolving credit facility may fluctuate from borrowing to borrowing for various reasons, including changes in the term benchmark or base interest rate, and the selected interest period as terms may vary between under-30 day and over-30 day borrowings.

Term Loan B

As noted above, the terms of the term loan B were amended on August 21, 2025.

The term loan B matures on August 21, 2032. Borrowings under the amended term loan B bear interest at a rate per annum equal to the base rate plus a margin of 0.75% or the term Secured Overnight Financing Rate (“SOFR”) plus a margin of 1.75%. The term SOFR option is one, three or six month SOFR, as selected by the Company, or, with the approval of the applicable lenders, twelve months or less than one month term SOFR, subject to an interest rate floor of 0.50%. The base rate is the highest of (x) the prime rate quoted by The Wall Street Journal, (y) the greater of the federal funds rate and the overnight bank funding rate, in either case, plus 0.50%, and (z) one-month term SOFR plus 1.00%, subject to an interest rate floor of 1.50%.

Prior to the August 2025 amendment, the term loan B required quarterly principal payments equal to 1% per annum of the aggregate principal amount of the term loan B outstanding as of December 11, 2024, the date the Company previously amended its senior secured credit facility, with the remaining principal balance due at maturity. Effective as of December 11, 2024, borrowings under the term loan B bore interest at a rate per annum of 1.00% over the base rate, or 2.00% over the selected term SOFR rate. Effective as of January 2025, borrowings under the term loan B bore interest at a rate per annum of 0.75% over the base rate, or 1.75% over the selected term SOFR rate. The base rate was subject to an interest rate floor of 1.50% and the selected term SOFR rate was subject to an interest rate floor of 0.50%.

In February 2025, the Company voluntarily prepaid $44.5 million of the outstanding principal balance on its term loan B, which satisfied the remaining annual principal payments due until maturity. In May 2025 and August 2025, the Company utilized its revolving credit facility to prepay $39.0 million and $50.0 million, respectively, of the outstanding principal balance on its term loan B to lower borrowing costs.

Term Loan A

As noted above, the Company issued a $375 million term loan A facility on June 1, 2026.

The term loan A matures on April 17, 2030 and requires scheduled quarterly amortization payments equal to 2.5% per annum of the original aggregate principal amount of the term loan A for the period commencing September 30, 2026 through and including June 30, 2028, increasing to 5.0% per annum thereafter through March 30, 2030. The remaining principal balance is due at maturity. Borrowings under the term loan A bear interest at a rate per annum equal to the term SOFR rate plus a margin ranging from 1.25% to 1.75% or base rate plus a margin ranging from 0.25% to 0.75%. The term SOFR option is one, three or six month SOFR, as selected by the Company, or, with the approval of the applicable lenders, twelve months or less than one month SOFR, subject to an interest rate floor of 0.00%. The base rate is the highest of (x) the prime rate quoted by The Wall Street Journal, (y) the greater of the federal funds rate and the overnight bank funding rate, in either case, plus 0.50%, and (z) one-month term SOFR plus 1.00%, subject to an interest rate floor of 1.00%.

As noted above, balances outstanding under the previous term loan A facility were repaid on April 17, 2025 using availability under the revolving credit facility. Prior to the April 2025 debt amendment, the previous term loan A was scheduled to mature on November 23, 2026 and required quarterly principal payments equal to 2.5% per annum of the original aggregate principal amount of the previous term loan A in each of the first three years,5.0% in the fourth year, and 7.5% in the fifth year. The remaining principal balance was due at maturity. Borrowings under the previous term loan A bore interest at a rate per annum ranging from 0.50% to 0.75% over the base rate, or 1.50% to 1.75% over the adjusted term SOFR rate. The base rate was subject to an interest rate floor of 1.00% and the adjusted term SOFR rate was subject to an interest rate floor of 0.00%.

Revolving Credit Facility

As noted above, the terms of the revolving credit facility were amended on June 1, 2026 and April 17, 2025.

The revolving credit facility matures on April 17, 2030. However, if there is any additional material indebtedness maturing on or before April 17, 2030, the maturity date will be 91 days prior to the maturity of that material indebtedness, unless the Company satisfies a minimum liquidity threshold test as of that date. As of June 30, 2026, the Company does not hold any material indebtedness maturing on or before April 17, 2030.

As of June 30, 2026, borrowings outstanding on the revolving credit facility were $459.5 million (composed of $365.0 million, €48.8 million and £29.3 million) and letters of credit outstanding were $20.2 million, with $520.1 million available for borrowing. Since the revolving credit facility has a contractual maturity in excess of 12 months from the balance sheet date and the Company has the ability and intends to renew borrowings of at least $260 million through June 30, 2027, such balance has been presented as long-term on the condensed consolidated balance sheet at June 30, 2026. As of December 31, 2025, borrowings outstanding on the revolving credit facility were $496.5 million (composed of $370.0 million, €71.8 million and £31.4 million) and letters of credit outstanding were $20.2 million, with $383.7 million available for borrowing.

Borrowings held in USD under the revolving credit facility bear interest at a rate per annum ranging from 0.25% to 0.75% over the base rate (as defined in the credit agreement), or 1.25% to 1.75% over the term SOFR rate. The base rate is subject to an interest rate floor of 1.00% and the term SOFR rate is subject to an interest rate floor of 0.00%. Prior to the April 17, 2025 amendment, borrowings under the revolving credit facility bore interest at a rate per annum ranging from 0.50% to 0.75% over the base rate, or 1.50% to 1.75% over the adjusted term SOFR rate.

Borrowings held in Euros under the revolving credit facility bear interest at a rate per annum equal to the Euro Interbank Offered Rate “Euribor” subject to an interest rate floor of 0.00% plus applicable margin between 1.25% and 1.75%. Borrowings held in British pounds under the revolving credit facility bear daily interest at a rate per annum equal to the Sterling Overnight Index Average rate, or SONIA, subject to an interest rate floor of 0.00% plus a 0.0326% spread adjustment in addition to an applicable margin between 1.25% and 1.75%.

In 2024, the Company entered into a AU$5 million (USD$3.3 million) uncommitted working capital credit facility in Australia for short-term borrowing purposes. In 2026, the line of credit was increased to AU$9.4 million (USD$6.5 million). As of June 30, 2026 and December 31, 2025, there were AU$9.4 million (USD$6.5 million) and AU$4.5 million (USD$3.0 million) borrowings outstanding under this facility, respectively. The effective interest rate as of June 30, 2026 and December 31, 2025 was 6.35% and 5.59%, respectively, and the weighted average interest rate for the six months ended June 30, 2026 was 6.22% for this working capital credit facility.

Debt Covenants

All obligations under the senior secured credit facilities are secured by substantially all the assets of the Company’s material U.S. subsidiaries. The senior secured credit facilities contain a number of covenants that, among other things and subject to certain exceptions, may restrict the ability of Bright Horizons Family Solutions LLC (the “Borrower”), the Company’s wholly-owned subsidiary, and its restricted subsidiaries, to: incur liens; make investments, loans, advances and acquisitions; incur additional indebtedness or guarantees; pay dividends on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness; engage in transactions with affiliates; sell assets, including capital stock of the Company’s subsidiaries; alter the business conducted; enter into agreements restricting the Company’s subsidiaries’ ability to pay dividends; and consolidate or merge.

In addition, the credit agreement governing the senior secured credit facilities requires Bright Horizons Capital Corp. (the “Guarantor”), the Company’s direct subsidiary, to be a passive holding company, subject to certain exceptions. The Company is the ultimate parent of the Guarantor and the Borrower and the Company’s material assets are held, and operations are conducted, by the Borrower and its subsidiaries. The term loan A and the revolving credit facility require the Borrower and its restricted subsidiaries to comply with a maximum first lien net leverage ratio not to exceed 4.25 to 1.00. A breach of the applicable covenant is subject to certain equity cure rights.

As of June 30, 2026, future principal payments of long-term debt are as follows for the years ending December 31:

Long-term debt
(In thousands)
Remainder of 2026$4,688
20279,375
202814,062
202918,750
2030328,125
Thereafter450,000
Total future principal payments$825,000

Derivative Financial Instruments

The Company is subject to interest rate risk as all borrowings under the senior secured credit facilities are subject to variable interest rates. The Company’s risk management policy permits using derivative instruments to manage interest rates and other risks. The Company uses interest rate caps to manage a portion of the risk related to changes in cash flows from interest rate movements.

In December 2021, the Company entered into interest rate cap agreements with a total notional value of $900 million, designated and accounted for as cash flow hedges from inception. Interest rate cap agreements for $600 million, which had a forward starting effective date of October 31, 2023 and expired on October 31, 2025, provided the Company with interest rate protection in the event the one-month term SOFR rate increased above 2.4%. Interest rate cap agreements for $300 million, which had a forward starting effective date of October 31, 2023 and expire on October 31, 2026, provide the Company with interest rate protection in the event the one-month term SOFR rate increases above 2.9%.

In March and July 2025, the Company entered into additional interest rate cap agreements with a total notional value of $150 million and $100 million, respectively, designated and accounted for as cash flow hedges from inception. The March and July 2025 interest rate cap agreements, both of which had forward starting effective dates of October 31, 2025, provide the Company with interest rate protection in the event the one-month term SOFR rate increases above 3.5% and 3.0%, respectively, and expire on October 31, 2027 and October 31, 2026, respectively.

In February 2026, the Company entered into an additional interest rate cap agreement with a total notional value of $150 million, designated and accounted for as a cash flow hedge from inception. The interest rate cap agreement, which has a forward starting effective date of October 30, 2026, provides the Company with interest rate protection in the event the one-month term SOFR rate increases above 2.75%, and expires on October 31, 2027.

The fair value of the derivative financial instruments was as follows for the periods presented:

Derivative financial instrumentsConsolidated balance sheet classificationJune 30, 2026December 31, 2025
(In thousands)
Interest rate caps - assetPrepaid and other current assets$1,085$1,763
Interest rate caps - assetOther assets$3,023$423

The effect of the derivative financial instruments on other comprehensive income (loss) was as follows:

Derivatives designated as cash flow hedging instrumentsAmount of gain (loss) recognized in other comprehensive income (loss)Consolidated statement of income classificationAmount of net gain (loss) reclassified into earningsTotal effect on other comprehensive income (loss)
(In thousands) · (In thousands)
Cash flow hedges$913Interest expense — net$181$732
Income tax effect(239)Income tax expense(47)(192)
Net of income taxes$674$134$540
Cash flow hedges$237Interest expense — net$3,202$(2,965)
Income tax effect(63)Income tax expense(854)791
Net of income taxes$174$2,348$(2,174)
Derivatives designated as cash flow hedging instrumentsAmount of gain (loss) recognized in other comprehensive income (loss)Consolidated statement of income classificationAmount of net gain (loss) reclassified into earningsTotal effect on other comprehensive income (loss)
(In thousands) · (In thousands)
Cash flow hedges$2,707Interest expense — net$401$2,306
Income tax effect(709)Income tax expense(105)(604)
Net of income taxes$1,998$296$1,702
Cash flow hedges$(666)Interest expense — net$6,409$(7,075)
Income tax effect178Income tax expense(1,711)1,889
Net of income taxes$(488)$4,698$(5,186)

During the next 12 months, the Company estimates that a net gain of $1.0 million, pre-tax, will be reclassified from accumulated other comprehensive loss and recorded as a reduction to interest expense related to these derivative financial instruments.

  1. EARNINGS PER SHARE

The following tables set forth the computation of basic and diluted earnings per share:

Three months ended June 30,Six months ended June 30,
2026202520262025
(In thousands, except share data)
Net income$40,635$54,775$74,743$92,824
Weighted average common shares outstanding — basic51,538,72957,255,84152,938,35257,319,814
Effect of dilutive securities218,336457,270292,270512,116
Weighted average common shares outstanding — diluted51,757,06557,713,11153,230,62257,831,930
Earnings per common share — basic$0.79$0.96$1.41$1.62
Earnings per common share — diluted$0.79$0.95$1.40$1.61

For the three and six months ended June 30, 2026 and 2025, basic and diluted earnings per share were calculated using the treasury method. Equity awards outstanding to purchase or receive 1.1 million and 0.9 million shares of common stock were excluded from diluted earnings per share for the three months ended June 30, 2026 and 2025, respectively, since their effect was anti-dilutive. Equity awards outstanding to purchase or receive 1.1 million and 1.0 million shares of common stock were excluded from diluted earnings per share for the six months ended June 30, 2026 and 2025, respectively, since their effect was anti-dilutive.

  1. INCOME TAXES

The Company’s effective income tax rates were 38.2% and 27.4% for the three months ended June 30, 2026 and 2025, respectively, and 37.0% and 27.2% for the six months ended June 30, 2026 and 2025, respectively. The effective income tax rate may fluctuate from quarter to quarter for various reasons, including changes to income before income tax, jurisdictional mix of income before income tax, unbenefited losses, valuation allowances, jurisdictional income tax rate changes, as well as discrete items such as non-deductible transaction costs, the settlement of foreign, federal and state tax matters and the effects of excess tax benefit (shortfall tax expense) associated with the exercise or expiration of stock options and vesting of restricted stock, which is included in tax expense.

During the three months ended June 30, 2026 and 2025, the net shortfall tax expense from stock-based compensation increased tax expense by $0.5 million and $0.1 million, respectively. During the six months ended June 30, 2026, the net shortfall tax expense from stock-based compensation increased tax expense by $3.0 million. During the six months ended June 30, 2025, the net excess tax benefit from stock-based compensation decreased tax expense by $1.3 million. For the three months ended June 30, 2026 and 2025, prior to the inclusion of the excess tax benefit (shortfall tax expense), other discrete items and unbenefited losses in certain foreign jurisdictions, the effective income tax rate approximated 27%. For the six months ended June 30, 2026 and 2025, prior to the inclusion of the excess tax benefit (shortfall tax expense), other discrete items and unbenefited losses in certain foreign jurisdictions, the effective income tax rate approximated 28% and 27%, respectively.

The Company’s unrecognized tax benefits were $1.1 million and $1.0 million as of June 30, 2026 and December 31, 2025, respectively, inclusive of interest.

The Company and its domestic subsidiaries are subject to U.S. federal income tax as well as tax in multiple state jurisdictions. U.S. federal income tax returns are typically subject to examination by the Internal Revenue Service and the statute of limitations for federal tax returns is three years. The Company’s filings for the tax years 2022 through 2024 are subject to audit based upon the federal statute of limitations.

State income tax returns are generally subject to examination for a period of three to four years after filing of the respective return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. The Company’s filings for the tax years 2021 through 2024 are subject to audit based upon the statute of limitations.

The Company is also subject to corporate income tax for its subsidiaries located in the United Kingdom, the Netherlands, Australia, India, and Puerto Rico. The tax returns for the Company’s subsidiaries located in foreign jurisdictions are subject to examination for periods ranging from one to six years.

  1. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are classified using a three-level hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The Company uses observable inputs where relevant and whenever possible. The three levels of the hierarchy are defined as follows:

Level 1 — Fair value is derived using quoted prices from active markets for identical instruments.

Level 2 — Fair value is derived using quoted prices for similar instruments from active markets or for identical or similar instruments in markets that are not active; or, fair value is based on model-derived valuations in which all significant inputs and significant value drivers are observable from active markets.

Level 3 — Fair value is derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The carrying values of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable and accrued expenses approximate their fair values due to their short-term nature.

Financial instruments that potentially expose the Company to concentrations of credit risk consist mainly of cash and accounts receivable. The Company mitigates its exposure by maintaining its cash in financial institutions of high credit standing. The Company’s accounts receivable are derived primarily from the services it provides, and the related credit risk is dispersed across many clients in various industries with no single client accounting for more than 10% of the Company’s net revenue or accounts receivable. No significant credit concentration risk existed as of June 30, 2026.

Long-term Debt— The Company’s term loans are recorded at adjusted cost, net of original issue discounts and deferred financing costs. The fair value of the Company’s term loans is based on current bid prices or prices for similar instruments from active markets and is classified as Level 2. The Company's revolving credit facility is recorded at cost, and its fair value is classified as Level 2. As of June 30, 2026 and December 31, 2025, the estimated fair value approximated the carrying value of the total long-term debt.

Derivative Financial Instruments— The Company’s derivative financial instruments, comprised of interest rate cap agreements, are recorded at fair value and estimated using market-standard valuation models. Such models project future cash flows and discount the future amounts to a present value using market-based observable inputs. Additionally, the fair value of the interest rate caps included consideration of credit risk. The Company used a potential future exposure model to estimate this credit valuation adjustment (“CVA”). The inputs to the CVA were largely based on observable market data, with the exception of certain assumptions regarding credit worthiness. As the magnitude of the CVA was not a significant component of the fair value of the interest rate caps, it was not considered a significant input. The fair value of the interest rate caps is classified as Level 2. As of June 30, 2026, the fair value of the interest rate cap agreements was $4.1 million, of which $1.1 million was recorded in prepaid expenses and other current assets and $3.0 million was recorded in other assets on the consolidated balance sheet. As of December 31, 2025, the fair value of the interest rate cap agreements was $2.2 million, of which $1.8 million was recorded in prepaid expenses and other current assets and $0.4 million was recorded in other assets on the consolidated balance sheet.

Debt Securities— The Company’s investments in debt securities, which are classified as available-for-sale, primarily consist of U.S. Treasury and U.S. government agency securities, corporate bonds and certificates of deposits. These securities are held in escrow by the Company’s wholly-owned captive insurance company and were purchased with restricted cash. As such, these securities are not available to fund the Company’s operations.

Debt securities are recorded at fair value. As of June 30, 2026, the fair value of the available-for-sale debt securities was $39.5 million and was classified based on the instruments’ maturity dates, with $13.4 million included in prepaid expenses and other current assets and $26.1 million in other assets on the consolidated balance sheet. As of December 31, 2025, the fair value of the available-for-sale debt securities was $39.5 million, with $15.4 million included in prepaid expenses and other current assets and $24.1 million in other assets on the consolidated balance sheet. As of June 30, 2026, debt securities classified as Level 1 and Level 2 had a fair value of $29.1 million and $10.4 million, respectively. As of December 31, 2025, debt securities classified as Level 1 and Level 2 had a fair value of $30.9 million and $8.6 million, respectively.

As of June 30, 2026 and December 31, 2025, the amortized cost was $39.6 million and $39.3 million, respectively. The debt securities held at June 30, 2026 had remaining contractual maturities ranging from less thanone year to approximately five years. Unrealized gains and losses, net of tax, on available-for-sale debt securities were immaterial for the three and six months ended June 30, 2026 and 2025.

Nonrecurring Fair Value Estimates— During the three months ended June 30, 2026, the Company recognized impairment losses of $19.1 million. This includes $12.8 million primarily related to operating lease right-of-use assets and fixed assets, and $6.3 million of goodwill, in its full service center-based child care segment. The Company continues to monitor developments in certain markets which could lead to future impairment.

The estimated fair value of the applicable long-lived assets was based on the fair value of the asset groups, calculated using a discounted cash flow model, with unobservable inputs. The fair value of the fixed assets was insignificant given the current and expected cash flows for the related centers and the valuation of the lease right-of-use-assets considered the amount a market participant would pay for use of the asset. The Company classified the long-lived assets as a Level 3 fair value measurement due to the lack of observable inputs used in the model.

In performing the quantitative analysis for goodwill, the Company compares the fair value of the reporting unit with its carrying amount. Fair value for each reporting unit is determined by estimating the present value of expected future cash flows, which are forecasted for each of the next 15 years, applying a long-term growth rate to the final year, discounted using the applicable discount rate.

Refer to Note 3, Leases, Note 5, Goodwill and Intangible Assets, and Note 11, Segment Information, for additional information about impairment losses.

  1. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss, which is included as a component of stockholders’ equity, is comprised of foreign currency translation adjustments and unrealized gains (losses) on cash flow hedges and investments, net of tax.

The changes in accumulated other comprehensive income (loss) by component were as follows:

Six months ended June 30, 2026
Foreign currencytranslation adjustments(1)Unrealized gain (loss) oncash flow hedgesUnrealized gain (loss) oninvestmentsTotal
(In thousands)
Balance at January 1, 2026$(44,516)$(552)$218$(44,850)
Other comprehensive income (loss) before reclassifications — net of tax(725)1,998(289)984
Less: amounts reclassified from accumulated other comprehensive income — net of tax—29611307
Net other comprehensive income (loss)(725)1,702(300)677
Balance at June 30, 2026$(45,241)$1,150$(82)$(44,173)
Six months ended June 30, 2025
Foreign currencytranslation adjustments(1)Unrealized gain (loss) oncash flow hedgesUnrealized gain (loss) oninvestmentsTotal
(In thousands)
Balance at January 1, 2025$(118,673)$8,345$33$(110,295)
Other comprehensive income (loss) before reclassifications — net of tax79,891(488)14079,543
Less: amounts reclassified from accumulated other comprehensive income — net of tax—4,69854,703
Net other comprehensive income (loss)79,891(5,186)13574,840
Balance at June 30, 2025$(38,782)$3,159$168$(35,455)

(1)Taxes are not provided for the currency translation adjustments related to the undistributed earnings of foreign subsidiaries that are intended to be indefinitely reinvested.

  1. SEGMENT INFORMATION

The Company’s reportable segments are comprised of (1) full service center-based child care, (2) back-up care, and (3) educational advisory services. The full service center-based child care segment includes traditional center-based early education and child care, preschool, and elementary education. The Company’s back-up care segment consists of center-based back-up child care, in-home care for children and seniors, school-age programs (including camps and tutoring), pet care, self-sourced reimbursed care, and Sittercity, an online marketplace for families and caregivers. The Company’s educational advisory services segment consists of tuition assistance and student loan repayment program management, workforce education, related educational advising, and college admissions counseling services.

Intercompany activity is eliminated in the segment results. The assets and liabilities of the Company are managed centrally and are reported internally in the same manner as the consolidated financial statements; therefore, no segment asset information is produced or included herein.

Revenue, cost of services, other segment items and income from operations by reportable segment were as follows:

Full servicecenter-basedchild careBack-up careEducationaladvisory servicesTotal
(In thousands)
Revenue$557,297$193,586$28,295$779,178
Cost of services469,818105,37915,018590,215
Other segment items (1)62,41937,9298,798109,146
Income from operations (2)$25,060$50,278$4,479$79,817
Interest expense — net(14,023)
Income before income tax$65,794
Revenue$540,267$162,670$28,633$731,570
Cost of services445,74388,75614,521549,020
Other segment items (1)54,24432,9919,26396,498
Income from operations$40,280$40,923$4,849$86,052
Interest expense — net(10,555)
Income before income tax$75,497

(1)Other segment items for each reportable segment includes selling, general and administrative expenses and amortization expense.

(2)For the three months ended June 30, 2026, income from operations includes $19.1 million of impairment losses related to the full service center-based child care segment, of which $12.8 million was recorded to cost of services and $6.3 million was recorded to selling, general and administrative expenses. Refer to Note 3, Leases, Note 5, Goodwill and Intangible Assets, and Note 9, Fair Value Measurements, for additional information on impairment losses.

Full servicecenter-basedchild careBack-up careEducationaladvisory servicesTotal
(In thousands)
Revenue$1,097,931$338,255$55,214$1,491,400
Cost of services918,712189,89530,3401,138,947
Other segment items (1)117,25472,51017,923207,687
Income from operations (2)$61,965$75,850$6,951$144,766
Interest expense — net(26,045)
Income before income tax$118,721
Revenue$1,050,814$291,282$55,001$1,397,097
Cost of services867,863161,49729,4501,058,810
Other segment items (1)109,41762,47818,068189,963
Income from operations$73,534$67,307$7,483$148,324
Interest expense — net(20,906)
Income before income tax$127,418

(1)Other segment items for each reportable segment includes selling, general and administrative expenses and amortization expense.

(2)For the six months ended June 30, 2026, income from operations includes$19.1 million of impairment losses related to the full service center-based child care segment, of which$12.8 million was recorded to cost of services and$6.3 million was recorded to selling, general and administrative expenses in the second quarter. Refer to Note 3, Leases, Note 5, Goodwill and Intangible Assets, and Note 9, Fair Value Measurements, for additional information on impairment losses.

Depreciation and amortization expense was $24.6 million and $22.7 million for the three months ended June 30, 2026 and 2025, respectively, and $47.8 million and $44.6 million for the six months ended June 30, 2026 and 2025, respectively. Approximately 85% of depreciation and amortization expense in each period related to the full service center-based child care segment.

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