Bright Horizons Family Solutions reported a net loss of $230.69 million

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For the quarterly period ended June September 30, 2026

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As of July 27, October 22, 2026, there were 48,635,306 47,931,035 shares of common stock outstanding.

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For the quarterly period ended June September 30, 2026

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Financial statements 198 changes

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June September 30, 2026 December 31, 2025

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Other assets 118,818 111,734

Cash and cash equivalents $ 163,691 119,230 $ 140,091

Accounts receivable — net of allowance for credit losses of $ 3,406 3,797 and $ 3,667 at June September 30, 2026 and December 31, 2025, respectively

Prepaid expenses and other current assets 92,530 80,845 69,899

Total current assets 465,050 444,678 503,973

Fixed assets — net 559,728 566,030 574,200

Goodwill 1,818,900 1,532,162 1,824,175

Other intangible assets — net 191,366 186,479 193,452

Operating lease right-of-use assets 636,188 620,508 682,069

Other assets 129,689 111,734

Total assets $ 3,790,050 3,479,546 $ 3,889,603

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Deferred revenue 287,695 330,647

Current portion of revolving credit facility 205,953 283,087 199,552

Accounts payable and accrued expenses 310,318 327,178 292,812

Current portion of operating lease liabilities 110,405 111,291 110,229

Deferred revenue 229,633 330,647

Other current liabilities 47,926 31,592 32,925

Total current liabilities 971,672 992,156 966,165

Long-term debt — net 1,072,058 1,069,892 747,614

Operating lease liabilities 656,996 635,735 702,845

Other long-term liabilities 108,483 107,014 104,126

Deferred revenue 13,640 13,221 14,689

Deferred income taxes 23,682 23,141 14,873

Total liabilities 2,846,531 2,841,159 2,550,312

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Preferred stock, $ 0.001 par value; 25,000,000 shares authorized; no shares issued or outstanding at June September 30, 2026 and December 31, 2025

Common stock, $ 0.001 par value; 475,000,000 shares authorized; 49,244,296 48,110,275 and 55,622,045 shares issued and outstanding at June September 30, 2026 and December 31, 2025, respectively

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Retained earnings 987,643 959,132

Accumulated other comprehensive loss ( 44,173 40,711 ) ( 44,850 )

Retained earnings 679,050 959,132

Total stockholders' equity 943,519 638,387 1,339,291

Total liabilities and stockholders' equity $ 3,790,050 3,479,546 $ 3,889,603

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Three months ended June 30, Six months ended June 30,

Revenue $ 779,178 $ 731,570 $ 1,491,400 $ 1,397,097

Cost of services 590,215 549,020 1,138,947 1,058,810

Gross profit 188,963 182,550 352,453 338,287

Selling, general and administrative expenses 108,002 94,834 205,355 186,695

Amortization of intangible assets 1,144 1,664 2,332 3,268

Income from operations 79,817 86,052 144,766 148,324

Interest expense — net ( 14,023 ) ( 10,555 ) ( 26,045 ) ( 20,906 )

Income before income tax 65,794 75,497 118,721 127,418

Income tax expense ( 25,159 ) ( 20,722 ) ( 43,978 ) ( 34,594 )

Net income $ 40,635 $ 54,775 $ 74,743 $ 92,824

Common stock — basic $ 0.79 $ 0.96 $ 1.41 $ 1.62

Common stock — diluted $ 0.79 $ 0.95 $ 1.40 $ 1.61

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

Three months ended September 30, Nine months ended September 30, (In thousands, except share data)

Revenue $ 841,471 $ 802,812 $ 2,332,871 $ 2,199,909

Cost of services 636,645 585,763 1,775,592 1,644,573

Gross profit 204,826 217,049 557,279 555,336

Selling, general and administrative expenses 100,824 94,726 299,904 281,421

Goodwill impairment 290,000 — 296,275 —

Amortization of intangible assets 1,135 1,477 3,467 4,745

Income (loss) from operations ( 187,133 ) 120,846 ( 42,367 ) 269,170

Interest expense — net ( 17,195 ) ( 12,212 ) ( 43,240 ) ( 33,118 )

Income (loss) before income tax ( 204,328 ) 108,634 ( 85,607 ) 236,052

Income tax expense ( 26,362 ) ( 30,082 ) ( 70,340 ) ( 64,676 )

Net income (loss) $ ( 230,690 ) $ 78,552 $ ( 155,947 ) $ 171,376

Earnings (loss) per common share:

Common stock — basic $ ( 4.76 ) $ 1.38 $ ( 3.03 ) $ 3.00

Common stock — diluted $ ( 4.76 ) $ 1.37 $ ( 3.03 ) $ 2.97

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Common stock — basic 51,538,729 57,255,841 52,938,352 57,319,814

Common stock — diluted 51,757,065 57,713,111 53,230,622 57,831,930

Common stock — basic 48,425,768 56,927,187 51,434,157 57,188,938

Common stock — diluted 48,425,768 57,377,773 51,434,157 57,680,543

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Three months ended June 30, Six months ended June 30,

Net income $ 40,635 $ 54,775 $ 74,743 $ 92,824

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three months ended September 30, Nine months ended September 30, (In thousands)

Net income (loss) $ ( 230,690 ) $ 78,552 $ ( 155,947 ) $ 171,376

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Foreign currency translation adjustments 1,605 55,959 ( 725 ) 79,891

Total other comprehensive income 2,016 53,814 677 74,840

Comprehensive income $ 42,651 $ 108,589 $ 75,420 $ 167,664

Foreign currency translation adjustments 3,082 ( 9,362 ) 2,357 70,529

Unrealized gain (loss) on cash flow hedges and investments, net of tax 411 380 ( 2,145 2,618 ) 1,402 1,782 ( 5,051 7,669 )

Total other comprehensive income (loss) 3,462 ( 11,980 ) 4,139 62,860

Comprehensive income (loss) $ ( 227,228 ) $ 66,572 $ ( 151,808 ) $ 234,236

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Three months ended June September 30, 2026

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Balance at April 1, 2026 52,870,361 $ 53 $ 198,526 $ — $ ( 46,189 ) $ 993,240 $ 1,145,630

Shares received in net share settlement of stock option exercises and vesting of restricted stock ( 10,808 ) — ( 891 ) ( 891 )

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and 118 more changes in the filing

Note 1: ORGANIZATION AND BASIS OF PRESENTATION 5 changes

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As of June September 30, 2026, the Company operated 988 979 early education and child care centers.

Basis of Presentation — The accompanying unaudited condensed consolidated balance sheet as of June September 30, 2026 and the unaudited condensed consolidated statements of income (loss), comprehensive income (loss), changes in stockholders' equity, and cash flows for the interim periods ended June September 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 September 30, 2026 and the unaudited condensed consolidated statements of income (loss), comprehensive income (loss), changes in stockholders' equity, and cash flows for the interim periods ended June September 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, except for the non-recurring goodwill impairment of $ 296.3 million recorded during the nine months ended September 30, 2026, which is described in Note 5, Goodwill and Intangible Assets . The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year.

During the three months ended September 30, 2026, the Company elected to revise the presentation in the statement of cash flows of routine borrowings and repayments with original maturities of 90 days or less under its revolving credit facility to be presented on a net basis. For the nine months ended September 30, 2026 and 2025, such amounts are included in borrowings under revolving credit facility within financing activities. Prior period amounts have been reclassified to conform to the current period presentation. The reclassification decreased the amount presented in financing activities as borrowings and repayments by $ 67.5 million for the nine months ended September 30, 2025. The reclassification did not affect total net cash used in financing activities or the ending balance of cash and cash equivalents.

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 nine months ended June September 30, 2026, the Company repurchased approximately 6.6 7.7 million shares for $ 473.2 557.7 million under the repurchase program (resulting in a $ 4.6 5.4 million excise tax liability). During the six nine months ended June September 30, 2025, the Company repurchased approximately 0.5 0.9 million shares for $ 60.7 106.0 million under the repurchase program (resulting in a $ 0.2 0.7 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 nine months ended June September 30, 2026, the Company has no remaining balance in APIC as of June September 30, 2026. All repurchased shares have been retired and, as of June September 30, 2026, $ 328.7 244.3 million remained available under the Board-approved repurchase program.

Note 2: REVENUE RECOGNITION 23 changes

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North America $ 339,993 $ 178,182 $ 28,295 $ 546,470

Outside North America 217,304 15,404 — 232,708

North America $ 340,082 $ 147,382 $ 28,633 $ 516,097

Outside North America 200,185 15,288 — 215,473

Three months ended June September 30, 2026

North America $ 314,302 $ 258,794 $ 33,134 $ 606,230

Outside North America 207,671 27,570 — 235,241

Three months ended June September 30, 2025

North America $ 315,171 $ 228,680 $ 33,933 $ 577,784

Outside North America 200,336 24,692 — 225,028

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Six months ended June 30, 2026

North America $ 672,589 $ 308,709 $ 55,214 $ 1,036,512

Outside North America 425,342 29,546 — 454,888

Six months ended June 30, 2025

North America $ 673,057 $ 266,211 $ 55,001 $ 994,269

Outside North America 377,757 25,071 — 402,828

Nine months ended September 30, 2026

North America $ 986,891 $ 567,503 $ 88,348 $ 1,642,742

Outside North America 633,013 57,116 — 690,129

Nine months ended September 30, 2025

North America $ 988,228 $ 494,891 $ 88,934 $ 1,572,053

Outside North America 578,093 49,763 — 627,856

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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 $ 258.8 295.8 million and $ 236.5 273.1 million as revenue during the six nine months ended June September 30, 2026 and 2025, respectively, which was included in the deferred revenue balance at the beginning of each respective period.

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Note 3: LEASES 6 changes

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 September 30, 2026 and December 31, 2025, there were no material finance leases.

1 unchanged paragraph

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30, (In thousands)

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Total lease expense $ 58,638 $ 49,680 $ 107,316 $ 97,412

Total lease expense $ 46,971 $ 48,268 $ 154,287 $ 145,680

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Operating lease expense for the three nine months ended June September 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 178 changes

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June September 30, 2026 December 31, 2025

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

Remainder of 2026 $ 70,345 30,237

Total lease payments 1,050,484 1,019,871

Less imputed interest ( 283,083 272,845 )

Present value of lease liabilities 767,401 747,026

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Long-term operating lease liabilities $ 656,996 635,735

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

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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 September 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.

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Impairment loss ( 6,302 ) — — ( 6,302 )

Effect of foreign currency translation 1,656 ( 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.

Impairment losses ( 296,275 ) — — ( 296,275 )

Effect of foreign currency translation 4,820 ( 378 ) — 4,442

Adjustments to prior year acquisitions ( 217 180 ) — — ( 217 180 )

Balance at September 30, 2026 $ 1,283,996 $ 210,490 $ 37,676 $ 1,532,162

The Company completed its annual goodwill impairment assessment as of October 1, 2026. The Company performed a quantitative goodwill impairment test for its reporting unit within full service center-based child care related to the full service operations outside North America and determined that the carrying value of the reporting unit exceeded its fair value. As a result, the Company recorded goodwill impairment losses of $ 290.0 million. The impairment losses resulted from a reduction in long-term cash flow projections primarily associated with the Company's operations in Australia, which was not offset by the expected cash flows of the remaining full service operations outside North America. Fair value was estimated using a discounted cash flow model and market-derived valuation assumptions. The Company performed qualitative assessments for the remaining reporting units in conjunction with its annual impairment assessment as of October 1, 2026, noting that a quantitative test was not required.

During the nine months ended September 30, 2026, the Company identified other indicators of impairment and recorded impairment losses of $ 6.3 million related to an immaterial foreign reporting unit within full service specializing in tutoring services.

Impairment losses are included in operating income (loss) under the caption "Goodwill impairment." 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 September 30, 2026 and December 31, 2025:

June September 30, 2026 Cost Accumulated

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Customer relationships $ 386,873 $ ( 381,537 ) $ 5,336

Trade names 16,304 ( 11,134 ) 5,170

Customer relationships $ 383,251 $ ( 382,650 ) $ 601

Trade names 16,382 ( 11,374 ) 5,008

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Trade names 180,860 180,870 — 180,860 180,870

During the three months ended September 30, 2026, the Company recorded impairment losses of approximately $ 4.0 million for customer relationships related to our full service center-based child care operations in Australia, which were included in selling, general, and administrative expenses on the income statement.

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

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Remainder of 2026 $ 2,409 462

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June September 30, 2026 December 31, 2025

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Term loan A 375,000 372,656 —

Revolving credit facility 465,953 543,087 499,552

Deferred financing costs and original issue discount ( 3,567 3,389 ) ( 2,386 )

Total debt 1,287,386 1,362,354 947,166

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Less current portion of revolving credit facility ( 205,953 283,087 ) ( 199,552 )

Long-term debt $ 1,072,058 1,069,892 $ 747,614

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All borrowings under the credit facilities are subject to variable interest. The effective interest rate for the term loans was 5.28 5.54 % and 5.47 % as of June September 30, 2026 and December 31, 2025, respectively, and the weighted average interest rate was 5.40 5.37 % and 6.06 % for the six nine months ended June September 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 5.29 % and 4.96 % as of June September 30, 2026 and December 31, 2025, respectively, and the weighted average interest rate was 4.97 5.00 % and 5.83 % for the six nine months ended June September 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.

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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 September 30, 2026, the Company does not hold any material indebtedness maturing on or before April 17, 2030.

As of June September 30, 2026, borrowings outstanding on the revolving credit facility were $ 459.5 543.1 million (composed of $ 365.0 475.0 million, € 48.8 39.8 million and £ 29.3 17.3 million) and letters of credit outstanding were $ 20.2 million, with $ 520.1 436.0 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 September 30, 2027, such balance has been presented as long-term on the condensed consolidated balance sheet at June September 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.

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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 September 30, 2026, there were no borrowings outstanding under this facility, and as of December 31, 2025, there were AU$ 9.4 million (USD$ 6.5 million) and AU$ 4.5 million (USD$ 3.0 million) of 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 nine months ended June September 30, 2026 was 6.22 6.36 % for this working capital credit facility.

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

Remainder of 2026 $ 4,688 2,344

Total future principal payments $ 825,000 822,656

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In February and October 2026, the Company entered into an additional interest rate cap agreement agreements with a total notional value of $ 150 million and $ 100 million, respectively, designated and accounted for as a cash flow hedge from inception. The February and October 2026 interest rate cap agreement, agreements, both of which has have a forward starting effective date of October 30, 2026, provides provide the Company with interest rate protection in the event the one-month term SOFR rate increases above 2.75 % and expires 3.5 %, respectively, and expire on October 31, 2027 and October 31, 2028, respectively.

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Derivative financial instruments Consolidated balance sheet classification June September 30, 2026 December 31, 2025 (In thousands)

Interest rate caps - asset Prepaid and other current assets $ 1,085 305 $ 1,763

Interest rate caps - asset Other assets $ 3,023 4,212 $ 423

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Cash flow hedges $ 913 Interest expense — net $ 181 $ 732

Income tax effect ( 239 ) Income tax expense ( 47 ) ( 192 )

Income tax effect ( 63 ) Income tax expense ( 854 ) 791

Net of income taxes $ 174 $ 2,348 $ ( 2,174 )

Three months ended June September 30, 2026

Cash flow hedges $ 237 1,237 Interest expense — net $ 3,202 234 $ ( 2,965 ) 1,003

Income tax effect ( 323 ) Income tax expense ( 61 ) ( 262 )

Net of income taxes $ 674 914 $ 134 173 $ 540 741

Three months ended June September 30, 2025

Cash flow hedges $ ( 397 ) Interest expense — net $ 3,224 $ ( 3,621 )

Income tax effect 106 Income tax expense ( 861 ) 967

Net of income taxes $ ( 291 ) $ 2,363 $ ( 2,654 )

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Six months ended June 30, 2026

Cash flow hedges $ 2,707 Interest expense — net $ 401 $ 2,306

Income tax effect ( 709 ) Income tax expense ( 105 ) ( 604 )

Net of income taxes $ 1,998 $ 296 $ 1,702

Six months ended June 30, 2025

Cash flow hedges $ ( 666 ) Interest expense — net $ 6,409 $ ( 7,075 )

Income tax effect 178 Income tax expense ( 1,711 ) 1,889

Net of income taxes $ ( 488 ) $ 4,698 $ ( 5,186 )

Three months ended June 30, Six months ended June 30,

Net income $ 40,635 $ 54,775 $ 74,743 $ 92,824

Weighted average common shares outstanding — basic 51,538,729 57,255,841 52,938,352 57,319,814

Effect of dilutive securities 218,336 457,270 292,270 512,116

Weighted average common shares outstanding — diluted 51,757,065 57,713,111 53,230,622 57,831,930

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

Nine months ended September 30, 2026

Cash flow hedges $ 3,944 Interest expense — net $ 635 $ 3,309

Income tax effect ( 1,032 ) Income tax expense ( 166 ) ( 866 )

Net of income taxes $ 2,912 $ 469 $ 2,443

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and 98 more changes in the filing

Forward-looking statements 228 changes

This Quarterly Report on Form 10-Q includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). The following cautionary statements are being made pursuant to the provisions of the Act and with the intention of obtaining the benefits of the "safe harbor" provisions of the Act. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms "believes," "expects," "may," "will," "should," "seeks," "projects," "approximately," "intends," "plans," "estimates" or "anticipates," or, in each case, their negatives or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Quarterly Report on Form 10-Q and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations; financial condition; liquidity; workplace and demographic trends; wage rate increases, personnel costs and other labor market impacts; future center closures and additional portfolio optimization consolidation and impacts; our operations outside the United States; back-up care services, and use types and utilization; enrollment trends and recovery and occupancy in both the United States and outside the United States, including the U.K.; our Australia business and operating conditions and operating performance; our center cohort occupancy levels; cost management and capital spending; investments in employees, and wages, and expanded safeguarding expenditures; contributions and growth in our back-up care segment; the availability or lack of government support programs; tuition rate increases and pricing strategies; leases, terms and expirations; ability to respond to changing or volatile market conditions; our growth and strategic priorities; ability to grow and sustain our business; demand for services; our business model; our value proposition, client relations and partnerships; seasonality; macroeconomic trends and changing conditions, including uncertainty and inflationary or recessionary pressures; fluctuating interest rates; changes in laws and regulations; investments in segments and strategic opportunities; investments in technology, marketing, user experience and network supply; our opportunities for expansion; acquisitions, contributions and expected synergies; contingent consideration; amortization expense; our fair value estimates; goodwill from business combinations; future impairment losses; fixed assets; estimates and impact of employee equity transactions; unrecognized tax benefits and the impact of uncertain tax positions; our effective tax rate and estimates; the outcome of tax audits, settlements and tax liabilities; impact of tax benefits/expense; fluctuations, impact and estimates of foreign currency exchange rates and interest rates; our capital allocation; share repurchase program and future activity; the outcome of litigation, legal proceedings/claims, settlements and our insurance coverage, including the portion that is self-insured; our interest rates, weighted average interest rate, expense and impact of our interest rate cap agreements; credit risk; the use of derivatives or other market risk sensitive instruments; critical accounting policies and estimates; impact of new accounting pronouncements; our indebtedness; borrowings under our senior secured credit facilities; the need for additional debt or equity financing, including raising additional funds or refinancing our outstanding indebtedness, and our ability to obtain such financing; contractual and actual maturities; our sources, drivers and uses of cash flows and impacts of future cash flows in certain markets; our ability to fund operations and make capital expenditures and payments with cash and cash equivalents and borrowings; and our ability to meet financial obligations and comply with covenants of our senior secured credit facilities.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, changes in the demand for child care, dependent care and other workplace solutions, including variations in enrollment trends and lower than expected demand from employer sponsor clients as well as variations in workforce demographics and work environments; the constrained labor market for teachers and staff and ability to hire and retain talent, including the impact of increased compensation and labor costs; the availability or lack of government support programs, and the impact of available government child care benefit programs; our ability to respond to changing client and customer needs; competition in our industry; the possibility that acquisitions may disrupt our operations and expose us to additional risk; our ability to pass on our increased costs; our ability to maintain applicable licenses and registrations in the jurisdictions in which we operate; our indebtedness and the terms of such indebtedness; our ability to withstand seasonal fluctuations in the demand for our services; our ability to implement our growth strategies successfully; our ability to close underperforming centers or exit unfavorable lease arrangements; changes in general economic, political, business and financial market conditions and other macroeconomic events and uncertainty, including the impact of inflation and interest rate fluctuations; fluctuations in currency exchange rates; the effects of a cyber-attack, data breach or other security incident on our information technology system or software or those of our third party vendors; changes in tax rates or policies; damage or harm to our brand or reputation or negative public perception, including as a result of incidents and media coverage; outcome of legal matters, claims, allegations, actual or threatened litigation and regulatory investigations and reviews; insurance risks including self-insured risks and excess coverage; changes in laws and regulations; and other risks and uncertainties more fully described in the "Risk Factors" section of our Annual Report on Form 10-K filed on February 26, 2026, and other factors disclosed from time to time in our other filings with the Securities and Exchange Commission.

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The following is a discussion of the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of Bright Horizons Family Solutions Inc. ("we" or the "Company") for the three and six nine months ended June September 30, 2026, as compared to the three and six nine months ended June September 30, 2025. This discussion should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.

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As of June September 30, 2026, we operated 988 979 early education and child care centers with the capacity to serve approximately 112,500 children in the United States, the United Kingdom, the Netherlands, Australia and India.

Our reportable segments are comprised of (1) full service center-based child care, (2) back-up care, and (3) educational advisory services. Full service center-based child care includes traditional center-based early education and child care, preschool, and elementary education. Back-up care 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. Educational advisory services includes include tuition assistance and student loan repayment program management, workforce education, related educational advising, and college admissions counseling services.

During the three months ended June September 30, 2026, we saw strong growth in back-up care with a 19% 13% year-over-year increase in revenue as a result of increased utilization. We also saw year-over-year revenue growth of 3% 1% in our full service center-based child care segment, primarily from reflecting annual tuition rate increases offset by the effects of center closures. To track our continued improvement in occupancy rates, we monitor occupancy for a cohort of centers that has been operating since the 2021 fall enrollment cycle, and as of June September 30, 2026, this cohort of centers totaled 719 712 centers. Occupancy represents utilization for each respective center and is calculated as the average full-time enrollment divided by the total operating capacity during the period. For the quarter ended June September 30, 2026, 53% 42% of these centers were more than 70% enrolled, 42% 49% were between 40-70% enrolled and 5% 9% were less than 40% enrolled, which reflects improved occupancy and for the less than 40% enrolled cohort, as well as the effect of closing unperforming underperforming centers when compared to the same period in the prior year.

While we continue to see year-over-year growth in certain markets, our operating environment is impacted by increased operating costs, a tight labor market, varying enrollment demands, shifting work demographics, and challenging macroeconomic conditions, We remain focused on the evolving needs of clients, families and children as well as the changes in operating environments, varying enrollment demands, including in our U.K. and Australia full service business, where we have recently experienced more challenging enrollment trends and operating conditions. We are actively monitoring and assessing the continue to assess trends and operating conditions in Australia and we continue to focus our efforts are focused on improving the overall operating performance, while exploring strategic alternatives, and where appropriate, close closing centers that we do not believe have long-term potential. We continue to assess our global portfolio of centers through the evaluation of expected near-term and long-term performance, as well as our partnerships with clients. As a result, we routinely close underperforming centers and expect to continue to optimize our portfolio and close underperforming through the closure or other exit of centers identified in these evaluations over the next 12 months.

We are remain focused on the evolving needs of clients, families and children and on our strategic priorities to deliver of delivering high quality education and care services, connect connecting across our service lines, extend expanding our impact on new and existing customers and clients, and preserve preserving our strong culture. and We are remain committed to serving the needs of families, clients and our employees and to continuing investments in our programs and service quality. To support our commitment to providing high quality services, we regularly review and refine our processes, policies, and training programs, including our safeguarding practices. In 2026, we continued to invest in safeguarding initiatives, including the implementation of cameras across our portfolio of centers, expanded training and oversight of our center based staff, and partnering with an independent, third-party safeguarding expert to augment our dedicated safeguarding team. We expect to continue making these investments, as appropriate, throughout the remainder of 2026 and beyond. We are confident in our value proposition, business model, the strength of our client partnerships, the strength of our balance sheet and liquidity position, and our ability to continue to respond to changing market conditions.

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The following table sets forth statement of income data as a percentage of revenue for the three months ended June September 30, 2026 and 2025:

Three Months Ended June September 30,

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Revenue $ 779,178 100.0 % $ 731,570 100.0 %

Cost of services 590,215 75.7 % 549,020 75.0 %

Gross profit 188,963 24.3 % 182,550 25.0 %

Selling, general and administrative expenses 108,002 13.9 % 94,834 13.0 %

Amortization of intangible assets 1,144 0.2 % 1,664 0.2 %

Income from operations 79,817 10.2 % 86,052 11.8 %

Interest expense — net (14,023) (1.8) % (10,555) (1.5) %

Income before income tax 65,794 8.4 % 75,497 10.3 %

Income tax expense (25,159) (3.2) % (20,722) (2.8) %

Net income $ 40,635 5.2 % $ 54,775 7.5 %

Revenue $ 841,471 100.0 % $ 802,812 100.0 %

Cost of services 636,645 75.7 % 585,763 73.0 %

Gross profit 204,826 24.3 % 217,049 27.0 %

Selling, general and administrative expenses 100,824 12.0 % 94,726 11.8 %

Goodwill impairment 290,000 34.4 % — — %

Amortization of intangible assets 1,135 0.1 % 1,477 0.1 %

Income (loss) from operations (187,133) (22.2) % 120,846 15.1 %

Interest expense — net (17,195) (2.1) % (12,212) (1.6) %

Income (loss) before income tax (204,328) (24.3) % 108,634 13.5 %

Income tax expense (26,362) (3.1) % (30,082) (3.7) %

Net income (loss) $ (230,690) (27.4) % $ 78,552 9.8 %

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Six Months Ended June 30,

The following table sets forth statement of income data as a percentage of revenue for the six nine months ended June September 30, 2026 and 2025:

Nine Months Ended September 30,

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Revenue $ 1,491,400 100.0 % $ 1,397,097 100.0 %

Cost of services 1,138,947 76.4 % 1,058,810 75.8 %

Gross profit 352,453 23.6 % 338,287 24.2 %

Selling, general and administrative expenses 205,355 13.8 % 186,695 13.4 %

Amortization of intangible assets 2,332 0.1 % 3,268 0.2 %

Income from operations 144,766 9.7 % 148,324 10.6 %

Interest expense — net (26,045) (1.7) % (20,906) (1.5) %

Income before income tax 118,721 8.0 % 127,418 9.1 %

Income tax expense (43,978) (3.0) % (34,594) (2.5) %

Net income $ 74,743 5.0 % $ 92,824 6.6 %

Revenue $ 2,332,871 100.0 % $ 2,199,909 100.0 %

Cost of services 1,775,592 76.1 % 1,644,573 74.8 %

Gross profit 557,279 23.9 % 555,336 25.2 %

Selling, general and administrative expenses 299,904 12.9 % 281,421 12.8 %

Goodwill impairment 296,275 12.7 % — — %

Amortization of intangible assets 3,467 0.1 % 4,745 0.2 %

Income (loss) from operations (42,367) (1.8) % 269,170 12.2 %

Interest expense — net (43,240) (1.9) % (33,118) (1.5) %

Income (loss) before income tax (85,607) (3.7) % 236,052 10.7 %

Income tax expense (70,340) (3.0) % (64,676) (2.9) %

Net income (loss) $ (155,947) (6.7) % $ 171,376 7.8 %

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Three Months Ended June September 30, 2026 Compared to the Three Months Ended June September 30, 2025

Revenue. Revenue for the three months ended June September 30, 2026, increased by $47.6 $38.7 million, or 7%, 5%, to $779.2 $841.5 million from $731.6 $802.8 million for the same period in 2025. The following table summarizes the revenue and percentage of total revenue for each of our segments for the three months ended June September 30, 2026 and 2025:

Three Months Ended June September 30,

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Full service center-based child care $ 557,297 71.5 % $ 540,267 73.9 % $ 17,030 3.2 %

Tuition 511,952 91.9 % 495,701 91.8 % 16,251 3.3 %

Management fees and operating subsidies 45,345 8.1 % 44,566 8.2 % 779 1.7 %

Back-up care 193,586 24.9 % 162,670 22.2 % 30,916 19.0 %

Educational advisory services 28,295 3.6 % 28,633 3.9 % (338) (1.2) %

Total revenue $ 779,178 100.0 % $ 731,570 100.0 % $ 47,608 6.5 %

Full service center-based child care $ 521,973 62.0 % $ 515,507 64.2 % $ 6,466 1.3 %

Tuition 473,822 90.8 % 468,424 90.9 % 5,398 1.2 %

Management fees and operating subsidies 48,151 9.2 % 47,083 9.1 % 1,068 2.3 %

Back-up care 286,364 34.1 % 253,372 31.6 % 32,992 13.0 %

Educational advisory services 33,134 3.9 % 33,933 4.2 % (799) (2.4) %

Total revenue $ 841,471 100.0 % $ 802,812 100.0 % $ 38,659 4.8 %

Revenue generated by the full service center-based child care segment in the three months ended June September 30, 2026 increased by $17.0 $6.5 million, or 3%, 1%, when compared to the same period in 2025. Tuition revenue increased by $16.3 $5.4 million, or 3%, 1%, when compared to the prior year, primarily due to average tuition rate increases of approximately 4%, offset by the impact of centers that have closed since March 31, 2025, the same period in the prior year, which reduced revenue by approximately 2.5%, 3%, and by lower enrollment in our Australia centers, which reduced revenue by approximately 1%. Fluctuations in foreign currency exchange rates for our United Kingdom, Netherlands and Australia operations increased tuition revenue in the three months ended June 30, 2026 by approximately 1%, or $5.0 million. We expect our center closures to be impacted by fluctuations in the foreign currency exchange rates throughout the remainder of exceed new openings over the year, although next 12 months, and that we do not expect the impact on net earnings will continue to be material. have challenging enrollment trends, including lower than historical average enrollment in our Australia centers.

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Revenue generated by back-up care services in the three months ended June September 30, 2026 increased by $30.9 $33.0 million, or 19%, 13%, when compared to the same period in 2025. Revenue growth in the back-up care segment was primarily attributable to increased utilization of center-based care, in-home care, and school-age programs by employees of new and existing clients.

Revenue generated by educational advisory services of $33.1 million in the three months ended June September 30, 2026 remained relatively consistent with the same period in 2025.

Cost of Services. Cost of services increased by $41.2 $50.8 million, or 8%, 9%, to $590.2 $636.6 million for the three months ended June September 30, 2026 from $549.0 $585.8 million for the same period in 2025.

Cost of services in the full service center-based child care segment increased by $24.1 $30.9 million, or 5%, 7%, to $469.8 $477.2 million in the three months ended June September 30, 2026 when compared to the same period in 2025. The increase in cost of services was primarily associated with increased Personnel costs, which represent approximately 70% of the costs for this segment, Personnel costs increased 2% 1% during the quarter compared to the same period in the prior year, related to average hourly wage rate increases of approximately 3%, and higher benefits costs, including medical care expenses, and the impact of foreign currency exchange rates, partially offset by reductions in labor from net center closures since the prior year. Impairment losses In addition, cost of $12.8 services increased due to incremental expense of $23.4 million primarily related to long-lived assets, arising from center closures, changes in market assumptions and reduced operating performance at general liability reserves for certain centers, also contributed to the increase in safeguarding matters. Cost of services for the three months ended September 30, 2025, included $2.4 million of net lease termination costs.

Cost of services in the back-up care segment increased by $16.6 $20.6 million, or 19%, 17%, to $105.4 $144.4 million in the three months ended June September 30, 2026, when compared to the prior year. The increase in cost of services correlates to the increase in revenue and is primarily associated with care provider fees to serve the increase in utilization levels of center-based care, in-home care, and school-age programs over the prior year, and the continued investment in technology to support our customer user experience, service offerings, and marketing outreach. We expect to continue investing in increasing our network provider supply and in technology to support the growth of this segment.

Cost of services in the educational advisory services segment increased decreased by $0.5 $0.6 million, or 3%, 4%, to $15.0 $15.1 million in the three months ended June September 30, 2026 when compared to the prior year in line with the trend in revenue.

Gross Profit. Gross profit increased decreased by $6.4 $12.2 million, or 4%, 6%, to $189.0 $204.8 million for the three months ended June September 30, 2026 from $182.6 $217.0 million for the same period in 2025 primarily due to incremental contributions from the back-up care segment, resulting from higher utilization of back-up care services partially which were offset by impairment losses related to incremental general liability expense for certain safeguarding matters in the full service center-based child care segment. Gross profit margin was 24% of revenue for the three months ended June September 30, 2026, a decrease of approximately 1% 3% from the same period in 2025.

Selling, General and Administrative Expenses ( " SGA " ). SGA increased by $13.2 $6.1 million, or 14%, 6%, to $108.0 $100.8 million for the three months ended June September 30, 2026 from $94.8 $94.7 million for the same period in 2025, primarily due to impairment losses of $6.3 $4.0 million related to goodwill long-lived assets in the full service center-based child care segment, attributable to an immaterial foreign reporting unit specializing in tutoring services, and higher personnel costs. SGA for the three months ended September 30, 2025 included $1.3 million in expenses within the full service segment related to the August 2025 debt refinancing. SGA was 14% 12% of revenue for the three months ended June September 30, 2026, a 1% increase from which is consistent with the same period in 2025. Refer to Note 6, Credit Arrangements and Debt Obligations , for additional information on the August 2025 debt refinancing.

Goodwill Impairment Losses. During the three months ended September 30, 2026, we completed our annual goodwill impairment assessment as of October 1, 2026, which resulted in impairment losses of $290.0 million due to revised long-term cash flow projections for our operations in Australia, which was not offset by the expected cash flows of the remaining full service operations outside North America. We continue to monitor developments in certain markets as further decreases in cash flows could lead to additional future impairments.

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and 148 more changes in the filing

Controls and procedures 2 changes

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As of June September 30, 2026, we conducted an evaluation under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), regarding the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The term "disclosure controls and procedures" means controls and other procedures that are designed to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods and that such disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of June September 30, 2026.

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There have been no changes in our internal control over financial reporting that occurred during the quarter ended June September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Legal proceedings 1 change

We are, from time to time, subject to claims, suits, proceedings, governmental reviews and matters arising in the ordinary course of business. Such claims have in the past generally been covered by third-party insurance for amounts above our self-insured retention level, but there can be no assurance that our insurance will be adequate to cover all liabilities that may arise out of claims or matters brought against us. While we believe the resolution of such legal matters will not have a material adverse effect on our financial position results of operations, or cash flows, although liquidity, in light of recent safeguarding matters, including in the U.S. and U.K., we may experience higher than average claims and settlements that may not be fully covered by insurance and we cannot predict the ultimate outcome of any such actions.

Unregistered sales of stock 6 changes

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The table below sets forth information regarding purchases of our common stock during the three months ended June September 30, 2026:

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April 1, 2026 to April 30, 2026 315,000 $ 82.97 315,000 $ 550,949

May 1, 2026 to May 31, 2026 1,695,000 $ 67.74 1,695,000 $ 436,125

July 1, 2026 to July 31, 2026 648,990 $ 74.61 648,990 $ 280,294

August 1, 2026 to August 31, 2026 483,790 $ 72.75 483,790 $ 245,099

June September 1, 2026 to June September 30, 2026 1,642,156 13,000 $ 65.41 1,642,156 65.16 13,000 $ 328,717 244,252 (1) The board of directors of the Company authorized a new share repurchase program of up to $600 million of the Company's outstanding common stock effective March 9, 2026. The share repurchase program has no expiration date. The March 2026 share repurchase program 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. All repurchased shares have been retired.

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Exhibits 3 changes

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10.1 Fifth Amendment to Second Amended and Restated Credit Agreement, dated as of June 1, 2026, by and among Bright Horizons Family Solutions LLC, Bright Horizons Capital Corp., certain subsidiaries of the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, the 2026 Term A L enders, the 2026 Revolving Credit Lenders party thereto and the L/C Issuer party thereto. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, File No. 001-35780, filed June 1, 2026) (1)

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Certain schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules (or similar attachments) upon request by the SEC.

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Date: August 6, October 30, 2026 By: /s/ Elizabeth Boland

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