false2025Q30001437578--12-31http://fasb.org/us-gaap/2025#ServiceMemberhttp://fasb.org/us-gaap/2025#ServiceMemberhttp://fasb.org/us-gaap/2025#ServiceMemberhttp://fasb.org/us-gaap/2025#ServiceMemberP3Y281xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesbfam:centerxbrli:purebfam:acquisitioniso4217:AUD00014375782025-01-012025-09-3000014375782025-10-2700014375782025-09-3000014375782024-12-3100014375782025-07-012025-09-3000014375782024-07-012024-09-3000014375782024-01-012024-09-300001437578us-gaap:CommonStockMember2025-06-300001437578us-gaap:AdditionalPaidInCapitalMember2025-06-300001437578us-gaap:TreasuryStockCommonMember2025-06-300001437578us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-300001437578us-gaap:RetainedEarningsMember2025-06-3000014375782025-06-300001437578us-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-300001437578us-gaap:CommonStockMember2025-07-012025-09-300001437578us-gaap:TreasuryStockCommonMember2025-07-012025-09-300001437578us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300001437578us-gaap:RetainedEarningsMember2025-07-012025-09-300001437578us-gaap:CommonStockMember2025-09-300001437578us-gaap:AdditionalPaidInCapitalMember2025-09-300001437578us-gaap:TreasuryStockCommonMember2025-09-300001437578us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-300001437578us-gaap:RetainedEarningsMember2025-09-300001437578us-gaap:CommonStockMember2024-06-300001437578us-gaap:AdditionalPaidInCapitalMember2024-06-300001437578us-gaap:TreasuryStockCommonMember2024-06-300001437578us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300001437578us-gaap:RetainedEarningsMember2024-06-3000014375782024-06-300001437578us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-300001437578us-gaap:CommonStockMember2024-07-012024-09-300001437578us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-300001437578us-gaap:RetainedEarningsMember2024-07-012024-09-300001437578us-gaap:CommonStockMember2024-09-300001437578us-gaap:AdditionalPaidInCapitalMember2024-09-300001437578us-gaap:TreasuryStockCommonMember2024-09-300001437578us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-300001437578us-gaap:RetainedEarningsMember2024-09-3000014375782024-09-300001437578us-gaap:CommonStockMember2024-12-310001437578us-gaap:AdditionalPaidInCapitalMember2024-12-310001437578us-gaap:TreasuryStockCommonMember2024-12-310001437578us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001437578us-gaap:RetainedEarningsMember2024-12-310001437578us-gaap:AdditionalPaidInCapitalMember2025-01-012025-09-300001437578us-gaap:CommonStockMember2025-01-012025-09-300001437578us-gaap:TreasuryStockCommonMember2025-01-012025-09-300001437578us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-09-300001437578us-gaap:RetainedEarningsMember2025-01-012025-09-300001437578us-gaap:CommonStockMember2023-12-310001437578us-gaap:AdditionalPaidInCapitalMember2023-12-310001437578us-gaap:TreasuryStockCommonMember2023-12-310001437578us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001437578us-gaap:RetainedEarningsMember2023-12-3100014375782023-12-310001437578us-gaap:AdditionalPaidInCapitalMember2024-01-012024-09-300001437578us-gaap:CommonStockMember2024-01-012024-09-300001437578us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-09-300001437578us-gaap:RetainedEarningsMember2024-01-012024-09-3000014375782025-06-0300014375782021-12-310001437578us-gaap:OperatingSegmentsMembersrt:NorthAmericaMemberbfam:FullServiceCenterBasedCareMember2025-07-012025-09-300001437578us-gaap:OperatingSegmentsMembersrt:NorthAmericaMemberbfam:BackupDependentCareMember2025-07-012025-09-300001437578us-gaap:OperatingSegmentsMembersrt:NorthAmericaMemberbfam:EducationalAdvisoryServicesMember2025-07-012025-09-300001437578srt:NorthAmericaMember2025-07-012025-09-300001437578us-gaap:OperatingSegmentsMemberbfam:OutsideNorthAmericaMemberbfam:FullServiceCenterBasedCareMember2025-07-012025-09-300001437578us-gaap:OperatingSegmentsMemberbfam:OutsideNorthAmericaMemberbfam:BackupDependentCareMember2025-07-012025-09-300001437578us-gaap:OperatingSegmentsMemberbfam:OutsideNorthAmericaMemberbfam:EducationalAdvisoryServicesMember2025-07-012025-09-300001437578bfam:OutsideNorthAmericaMember2025-07-012025-09-300001437578us-gaap:OperatingSegmentsMemberbfam:FullServiceCenterBasedCareMember2025-07-012025-09-300001437578us-gaap:OperatingSegmentsMemberbfam:BackupDependentCareMember2025-07-012025-09-300001437578us-gaap:OperatingSegmentsMemberbfam:EducationalAdvisoryServicesMember2025-07-012025-09-300001437578us-gaap:OperatingSegmentsMembersrt:NorthAmericaMemberbfam:FullServiceCenterBasedCareMember2024-07-012024-09-300001437578us-gaap:OperatingSegmentsMembersrt:NorthAmericaMemberbfam:BackupDependentCareMember2024-07-012024-09-300001437578us-gaap:OperatingSegmentsMembersrt:NorthAmericaMemberbfam:EducationalAdvisoryServicesMember2024-07-012024-09-300001437578srt:NorthAmericaMember2024-07-012024-09-300001437578us-gaap:OperatingSegmentsMemberbfam:OutsideNorthAmericaMemberbfam:FullServiceCenterBasedCareMember2024-07-012024-09-300001437578us-gaap:OperatingSegmentsMemberbfam:OutsideNorthAmericaMemberbfam:BackupDependentCareMember2024-07-012024-09-300001437578us-gaap:OperatingSegmentsMemberbfam:OutsideNorthAmericaMemberbfam:EducationalAdvisoryServicesMember2024-07-012024-09-300001437578bfam:OutsideNorthAmericaMember2024-07-012024-09-300001437578us-gaap:OperatingSegmentsMemberbfam:FullServiceCenterBasedCareMember2024-07-012024-09-300001437578us-gaap:OperatingSegmentsMemberbfam:BackupDependentCareMember2024-07-012024-09-300001437578us-gaap:OperatingSegmentsMemberbfam:EducationalAdvisoryServicesMember2024-07-012024-09-300001437578us-gaap:OperatingSegmentsMembersrt:NorthAmericaMemberbfam:FullServiceCenterBasedCareMember2025-01-012025-09-300001437578us-gaap:OperatingSegmentsMembersrt:NorthAmericaMemberbfam:BackupDependentCareMember2025-01-012025-09-300001437578us-gaap:OperatingSegmentsMembersrt:NorthAmericaMemberbfam:EducationalAdvisoryServicesMember2025-01-012025-09-300001437578srt:NorthAmericaMember2025-01-012025-09-300001437578us-gaap:OperatingSegmentsMemberbfam:OutsideNorthAmericaMemberbfam:FullServiceCenterBasedCareMember2025-01-012025-09-300001437578us-gaap:OperatingSegmentsMemberbfam:OutsideNorthAmericaMemberbfam:BackupDependentCareMember2025-01-012025-09-300001437578us-gaap:OperatingSegmentsMemberbfam:OutsideNorthAmericaMemberbfam:EducationalAdvisoryServicesMember2025-01-012025-09-300001437578bfam:OutsideNorthAmericaMember2025-01-012025-09-300001437578us-gaap:OperatingSegmentsMemberbfam:FullServiceCenterBasedCareMember2025-01-012025-09-300001437578us-gaap:OperatingSegmentsMemberbfam:BackupDependentCareMember2025-01-012025-09-300001437578us-gaap:OperatingSegmentsMemberbfam:EducationalAdvisoryServicesMember2025-01-012025-09-300001437578us-gaap:OperatingSegmentsMembersrt:NorthAmericaMemberbfam:FullServiceCenterBasedCareMember2024-01-012024-09-300001437578us-gaap:OperatingSegmentsMembersrt:NorthAmericaMemberbfam:BackupDependentCareMember2024-01-012024-09-300001437578us-gaap:OperatingSegmentsMembersrt:NorthAmericaMemberbfam:EducationalAdvisoryServicesMember2024-01-012024-09-300001437578srt:NorthAmericaMember2024-01-012024-09-300001437578us-gaap:OperatingSegmentsMemberbfam:OutsideNorthAmericaMemberbfam:FullServiceCenterBasedCareMember2024-01-012024-09-300001437578us-gaap:OperatingSegmentsMemberbfam:OutsideNorthAmericaMemberbfam:BackupDependentCareMember2024-01-012024-09-300001437578us-gaap:OperatingSegmentsMemberbfam:OutsideNorthAmericaMemberbfam:EducationalAdvisoryServicesMember2024-01-012024-09-300001437578bfam:OutsideNorthAmericaMember2024-01-012024-09-300001437578us-gaap:OperatingSegmentsMemberbfam:FullServiceCenterBasedCareMember2024-01-012024-09-300001437578us-gaap:OperatingSegmentsMemberbfam:BackupDependentCareMember2024-01-012024-09-300001437578us-gaap:OperatingSegmentsMemberbfam:EducationalAdvisoryServicesMember2024-01-012024-09-300001437578srt:MinimumMember2025-09-300001437578srt:MaximumMember2025-09-300001437578country:GBbfam:A2025AcquisitionsMember2025-04-012025-04-300001437578bfam:A2025AcquisitionsMember2025-04-012025-04-300001437578bfam:A2025AcquisitionsMember2025-04-300001437578bfam:A2024AcquisitionsMember2024-04-012024-04-300001437578bfam:A2024AcquisitionsMember2024-04-300001437578bfam:A2024AcquisitionsMember2022-01-012024-04-300001437578srt:MinimumMemberbfam:A2024AcquisitionsMember2024-04-300001437578srt:MaximumMemberbfam:A2024AcquisitionsMember2024-04-300001437578country:AUbfam:A2024AcquisitionsMember2024-01-012024-12-310001437578bfam:A2024AcquisitionsMember2024-01-012024-12-310001437578bfam:A2024AcquisitionsMemberbfam:FullServiceCenterBasedCareMember2024-12-310001437578bfam:A2024AcquisitionsMember2024-12-310001437578bfam:OnlyAboutChildrenMember2024-01-012024-01-310001437578bfam:OnlyAboutChildrenMember2024-01-310001437578bfam:A2021AcquisitionsMember2024-04-012024-04-300001437578bfam:FullServiceCenterBasedCareMember2024-12-310001437578bfam:BackupDependentCareMember2024-12-310001437578bfam:EducationalAdvisoryServicesMember2024-12-310001437578bfam:FullServiceCenterBasedCareMember2025-01-012025-09-300001437578bfam:BackupDependentCareMember2025-01-012025-09-300001437578bfam:EducationalAdvisoryServicesMember2025-01-012025-09-300001437578bfam:FullServiceCenterBasedCareMember2025-09-300001437578bfam:BackupDependentCareMember2025-09-300001437578bfam:EducationalAdvisoryServicesMember2025-09-300001437578us-gaap:CustomerRelationshipsMember2025-09-300001437578us-gaap:TradeNamesMember2025-09-300001437578us-gaap:TradeNamesMember2025-09-300001437578us-gaap:CustomerRelationshipsMember2024-12-310001437578us-gaap:TradeNamesMember2024-12-310001437578us-gaap:TradeNamesMember2024-12-310001437578us-gaap:RevolvingCreditFacilityMember2025-04-170001437578bfam:TermLoanBMemberus-gaap:SecuredDebtMember2025-09-300001437578bfam:TermLoanBMemberus-gaap:SecuredDebtMember2024-12-310001437578bfam:TermLoanAMemberus-gaap:SecuredDebtMember2025-09-300001437578bfam:TermLoanAMemberus-gaap:SecuredDebtMember2024-12-310001437578us-gaap:RevolvingCreditFacilityMember2025-09-300001437578us-gaap:RevolvingCreditFacilityMember2024-12-310001437578us-gaap:LineOfCreditMember2025-09-300001437578us-gaap:LineOfCreditMember2024-12-310001437578us-gaap:RevolvingCreditFacilityMember2025-08-212025-08-210001437578us-gaap:RevolvingCreditFacilityMember2025-08-210001437578us-gaap:RevolvingCreditFacilityMember2025-04-160001437578bfam:TermLoanAMemberus-gaap:SecuredDebtMember2025-04-172025-04-170001437578bfam:TermLoanAMemberus-gaap:SecuredDebtMember2025-04-170001437578bfam:TermLoanBMemberus-gaap:SecuredDebtMember2024-12-112024-12-110001437578bfam:TermLoanBMemberus-gaap:SecuredDebtMember2025-01-012025-01-310001437578us-gaap:SecuredDebtMember2025-09-300001437578us-gaap:SecuredDebtMember2024-12-310001437578us-gaap:SecuredDebtMember2024-09-300001437578us-gaap:RevolvingCreditFacilityMember2024-09-300001437578us-gaap:BaseRateMemberbfam:TermLoanBMemberus-gaap:SecuredDebtMember2025-08-212025-08-210001437578us-gaap:SecuredOvernightFinancingRateSofrMemberbfam:TermLoanBMemberus-gaap:SecuredDebtMember2025-08-212025-08-210001437578bfam:SOFRFloorMemberbfam:TermLoanBMemberus-gaap:SecuredDebtMember2025-08-212025-08-210001437578bfam:FederalFundsRateAndOvernightBankFundingRateMemberbfam:TermLoanBMemberus-gaap:SecuredDebtMember2025-08-212025-08-210001437578bfam:OneMonthTermSOFRMemberbfam:TermLoanBMemberus-gaap:SecuredDebtMember2025-08-212025-08-210001437578us-gaap:InterestRateFloorMemberbfam:TermLoanBMemberus-gaap:SecuredDebtMember2025-08-212025-08-210001437578bfam:TermLoanBMemberus-gaap:SecuredDebtMember2025-08-200001437578us-gaap:BaseRateMemberbfam:TermLoanBMemberus-gaap:SecuredDebtMember2024-12-112024-12-110001437578us-gaap:SecuredOvernightFinancingRateSofrMemberbfam:TermLoanBMemberus-gaap:SecuredDebtMember2024-12-112024-12-110001437578us-gaap:BaseRateMemberbfam:TermLoanBMemberus-gaap:SecuredDebtMember2025-01-012025-01-310001437578us-gaap:SecuredOvernightFinancingRateSofrMemberbfam:TermLoanBMemberus-gaap:SecuredDebtMember2025-01-012025-01-310001437578bfam:BaseRateFloorRateMemberbfam:TermLoanBMemberus-gaap:SecuredDebtMember2024-12-112024-12-110001437578bfam:SOFRFloorMemberbfam:TermLoanBMemberus-gaap:SecuredDebtMember2024-12-112024-12-110001437578us-gaap:BaseRateMemberbfam:TermLoanBMemberus-gaap:SecuredDebtMember2024-12-102024-12-100001437578us-gaap:SecuredOvernightFinancingRateSofrMemberbfam:TermLoanBMemberus-gaap:SecuredDebtMember2024-12-102024-12-100001437578bfam:TermLoanBMemberus-gaap:SecuredDebtMember2025-02-012025-02-280001437578bfam:TermLoanBMemberus-gaap:SecuredDebtMember2025-05-012025-05-310001437578bfam:TermLoanBMemberus-gaap:SecuredDebtMember2025-08-012025-08-310001437578bfam:TermLoanAMemberbfam:QuarterlyPaymentRateForFirstThreeYearsMemberus-gaap:SecuredDebtMember2025-09-300001437578bfam:TermLoanAMemberbfam:PaymentRateInYearFourMemberus-gaap:SecuredDebtMember2025-09-300001437578bfam:TermLoanAMemberbfam:PaymentRateInYearFiveMemberus-gaap:SecuredDebtMember2025-09-300001437578us-gaap:BaseRateMemberbfam:TermLoanAMembersrt:MinimumMemberus-gaap:SecuredDebtMember2025-01-012025-09-300001437578us-gaap:BaseRateMemberbfam:TermLoanAMembersrt:MaximumMemberus-gaap:SecuredDebtMember2025-01-012025-09-300001437578us-gaap:SecuredOvernightFinancingRateSofrMemberbfam:TermLoanAMembersrt:MinimumMemberus-gaap:SecuredDebtMember2025-01-012025-09-300001437578us-gaap:SecuredOvernightFinancingRateSofrMemberbfam:TermLoanAMembersrt:MaximumMemberus-gaap:SecuredDebtMember2025-01-012025-09-300001437578bfam:BaseRateFloorRateMemberbfam:TermLoanAMembersrt:MinimumMemberus-gaap:SecuredDebtMember2025-01-012025-09-300001437578bfam:SOFRFloorMemberbfam:TermLoanAMemberus-gaap:SecuredDebtMember2025-01-012025-09-300001437578us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMembersrt:MinimumMember2025-04-172025-04-170001437578us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMembersrt:MaximumMember2025-04-172025-04-170001437578us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMembersrt:MinimumMember2025-04-172025-04-170001437578us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMembersrt:MaximumMember2025-04-172025-04-170001437578us-gaap:RevolvingCreditFacilityMemberbfam:BaseRateFloorRateMembersrt:MinimumMember2025-04-172025-04-170001437578us-gaap:RevolvingCreditFacilityMemberbfam:SOFRFloorMember2025-04-172025-04-170001437578us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMembersrt:MinimumMember2025-04-162025-04-160001437578us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMembersrt:MaximumMember2025-04-162025-04-160001437578us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMembersrt:MinimumMember2025-04-162025-04-160001437578us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMembersrt:MaximumMember2025-04-162025-04-160001437578bfam:UncommittedWorkingCapitalCreditFacilityMember2024-12-310001437578bfam:UncommittedWorkingCapitalCreditFacilityMember2025-09-300001437578us-gaap:RevolvingCreditFacilityMember2025-01-012025-09-300001437578us-gaap:InterestRateCapMember2021-12-310001437578bfam:ExpirationDateOneMemberus-gaap:InterestRateCapMember2021-12-310001437578bfam:ExpirationDateTwoMemberus-gaap:InterestRateCapMember2021-12-310001437578us-gaap:InterestRateCapMember2025-03-310001437578us-gaap:InterestRateCapMember2025-07-310001437578us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2025-09-300001437578us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001437578us-gaap:InterestRateCapMemberus-gaap:OtherAssetsMember2025-09-300001437578us-gaap:InterestRateCapMemberus-gaap:OtherAssetsMember2024-12-310001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberbfam:AmountOfGainLossRecognizedInOtherComprehensiveIncomeLossMember2025-07-012025-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberbfam:AmountOfNetGainLossReclassifiedIntoEarningsMember2025-07-012025-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberbfam:TotalEffectOnOtherComprehensiveIncomeLossMember2025-07-012025-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:IncomeTaxEffectMemberbfam:AmountOfGainLossRecognizedInOtherComprehensiveIncomeLossMember2025-07-012025-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:IncomeTaxEffectMemberbfam:AmountOfNetGainLossReclassifiedIntoEarningsMember2025-07-012025-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:IncomeTaxEffectMemberbfam:TotalEffectOnOtherComprehensiveIncomeLossMember2025-07-012025-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:AmountOfGainLossRecognizedInOtherComprehensiveIncomeLossMember2025-07-012025-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:AmountOfNetGainLossReclassifiedIntoEarningsMember2025-07-012025-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:TotalEffectOnOtherComprehensiveIncomeLossMember2025-07-012025-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberbfam:AmountOfGainLossRecognizedInOtherComprehensiveIncomeLossMember2024-07-012024-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberbfam:AmountOfNetGainLossReclassifiedIntoEarningsMember2024-07-012024-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberbfam:TotalEffectOnOtherComprehensiveIncomeLossMember2024-07-012024-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:IncomeTaxEffectMemberbfam:AmountOfGainLossRecognizedInOtherComprehensiveIncomeLossMember2024-07-012024-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:IncomeTaxEffectMemberbfam:AmountOfNetGainLossReclassifiedIntoEarningsMember2024-07-012024-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:IncomeTaxEffectMemberbfam:TotalEffectOnOtherComprehensiveIncomeLossMember2024-07-012024-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:AmountOfGainLossRecognizedInOtherComprehensiveIncomeLossMember2024-07-012024-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:AmountOfNetGainLossReclassifiedIntoEarningsMember2024-07-012024-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:TotalEffectOnOtherComprehensiveIncomeLossMember2024-07-012024-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberbfam:AmountOfGainLossRecognizedInOtherComprehensiveIncomeLossMember2025-01-012025-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberbfam:AmountOfNetGainLossReclassifiedIntoEarningsMember2025-01-012025-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberbfam:TotalEffectOnOtherComprehensiveIncomeLossMember2025-01-012025-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:IncomeTaxEffectMemberbfam:AmountOfGainLossRecognizedInOtherComprehensiveIncomeLossMember2025-01-012025-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:IncomeTaxEffectMemberbfam:AmountOfNetGainLossReclassifiedIntoEarningsMember2025-01-012025-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:IncomeTaxEffectMemberbfam:TotalEffectOnOtherComprehensiveIncomeLossMember2025-01-012025-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:AmountOfGainLossRecognizedInOtherComprehensiveIncomeLossMember2025-01-012025-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:AmountOfNetGainLossReclassifiedIntoEarningsMember2025-01-012025-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:TotalEffectOnOtherComprehensiveIncomeLossMember2025-01-012025-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberbfam:AmountOfGainLossRecognizedInOtherComprehensiveIncomeLossMember2024-01-012024-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberbfam:AmountOfNetGainLossReclassifiedIntoEarningsMember2024-01-012024-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberbfam:TotalEffectOnOtherComprehensiveIncomeLossMember2024-01-012024-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:IncomeTaxEffectMemberbfam:AmountOfGainLossRecognizedInOtherComprehensiveIncomeLossMember2024-01-012024-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:IncomeTaxEffectMemberbfam:AmountOfNetGainLossReclassifiedIntoEarningsMember2024-01-012024-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:IncomeTaxEffectMemberbfam:TotalEffectOnOtherComprehensiveIncomeLossMember2024-01-012024-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:AmountOfGainLossRecognizedInOtherComprehensiveIncomeLossMember2024-01-012024-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:AmountOfNetGainLossReclassifiedIntoEarningsMember2024-01-012024-09-300001437578us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberbfam:TotalEffectOnOtherComprehensiveIncomeLossMember2024-01-012024-09-300001437578us-gaap:EmployeeStockOptionMemberus-gaap:CommonStockMember2025-07-012025-09-300001437578us-gaap:EmployeeStockOptionMemberus-gaap:CommonStockMember2024-07-012024-09-300001437578us-gaap:EmployeeStockOptionMemberus-gaap:CommonStockMember2025-01-012025-09-300001437578us-gaap:EmployeeStockOptionMemberus-gaap:CommonStockMember2024-01-012024-09-300001437578us-gaap:InterestRateCapMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2025-09-300001437578us-gaap:InterestRateCapMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:FairValueInputsLevel2Member2025-09-300001437578us-gaap:InterestRateCapMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:OtherAssetsMemberus-gaap:FairValueInputsLevel2Member2025-09-300001437578us-gaap:InterestRateCapMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2024-12-310001437578us-gaap:InterestRateCapMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:FairValueInputsLevel2Member2024-12-310001437578us-gaap:InterestRateCapMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:OtherAssetsMemberus-gaap:FairValueInputsLevel2Member2024-12-310001437578us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2025-09-300001437578us-gaap:OtherAssetsMember2025-09-300001437578us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001437578us-gaap:OtherAssetsMember2024-12-310001437578us-gaap:FairValueInputsLevel1Member2025-09-300001437578us-gaap:FairValueInputsLevel2Member2025-09-300001437578us-gaap:AccumulatedTranslationAdjustmentMember2024-12-310001437578us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-12-310001437578us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2024-12-310001437578us-gaap:AccumulatedTranslationAdjustmentMember2025-01-012025-09-300001437578us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-01-012025-09-300001437578us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2025-01-012025-09-300001437578us-gaap:AccumulatedTranslationAdjustmentMember2025-09-300001437578us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-09-300001437578us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2025-09-300001437578us-gaap:AccumulatedTranslationAdjustmentMember2023-12-310001437578us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-12-310001437578us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2023-12-310001437578us-gaap:AccumulatedTranslationAdjustmentMember2024-01-012024-09-300001437578us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-01-012024-09-300001437578us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2024-01-012024-09-300001437578us-gaap:AccumulatedTranslationAdjustmentMember2024-09-300001437578us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-09-300001437578us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2024-09-300001437578bfam:FullServiceCenterBasedCareMember2025-09-300001437578bfam:FullServiceCenterBasedCareMember2025-07-012025-09-300001437578bfam:FullServiceCenterBasedCareMember2025-01-012025-09-300001437578bfam:FullServiceCenterBasedCareMember2024-07-012024-09-300001437578bfam:FullServiceCenterBasedCareMember2024-01-012024-09-300001437578bfam:MaryLouBurkeAfonsoMember2025-07-012025-09-300001437578bfam:MaryLouBurkeAfonsoMember2025-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission File Number: 001-35780

BRIGHT HORIZONS FAMILY SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Delaware

80-0188269

(State or other jurisdiction
of incorporation)

(I.R.S. Employer
Identification Number)

2 Wells Avenue

Newton, Massachusetts

02459

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (617) 673-8000

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

BFAM

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 27, 2025, there were 56,553,944 shares of common stock outstanding.

Table of Contents

BRIGHT HORIZONS FAMILY SOLUTIONS INC.

FORM 10-Q

For the quarterly period ended September 30, 2025

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION		Page
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	39
Signatures		40

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

BRIGHT HORIZONS FAMILY SOLUTIONS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	September 30, 2025		December 31, 2024

	(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	116,604	$	110,327
Accounts receivable — net of allowance for credit losses of $3,700 and $3,571 at September 30, 2025 and December 31, 2024, respectively	246,653		283,336
Prepaid expenses and other current assets	91,441		102,368

Total current assets	454,698		496,031
Fixed assets — net	585,534		572,939
Goodwill	1,819,238		1,762,683
Other intangible assets — net	194,727		197,575
Operating lease right-of-use assets	721,201		725,897
Other assets	108,749		95,194
Total assets	$	3,884,147	$	3,850,319
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	28,500
Current portion of revolving credit facility	169,321		—
Accounts payable and accrued expenses	280,913		304,541
Current portion of operating lease liabilities	107,328		102,090
Deferred revenue	243,404		305,098
Other current liabilities	40,171		39,170
Total current liabilities	841,137		779,399
Long-term debt — net	747,525		918,449
Operating lease liabilities	724,327		743,562
Other long-term liabilities	101,504		94,501
Deferred revenue	16,177		15,713
Deferred income taxes	26,024		20,299
Total liabilities	2,456,694		2,571,923
Stockholders’ equity:
Preferred stock, $0.001 par value; 25,000,000 shares authorized; no shares issued or outstanding at September 30, 2025 and December 31, 2024	—		—
Common stock, $0.001 par value; 475,000,000 shares authorized; 56,801,470 and 57,404,736 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively	57		57
Additional paid-in capital	537,439		622,618
Accumulated other comprehensive loss	(47,435)		(110,295)
Retained earnings	937,392		766,016
Total stockholders’ equity	1,427,453		1,278,396
Total liabilities and stockholders’ equity	$	3,884,147	$	3,850,319

See accompanying notes to condensed consolidated financial statements.

Table of Contents

BRIGHT HORIZONS FAMILY SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024

	(In thousands, except share data)
Revenue	$	802,812	$	719,099	$	2,199,909	$	2,011,867
Cost of services	585,763		537,564		1,644,573		1,532,792
Gross profit	217,049		181,535		555,336		479,075
Selling, general and administrative expenses	94,726		89,499		281,421		264,544
Amortization of intangible assets	1,477		2,640		4,745		16,139

Income from operations	120,846		89,396		269,170		198,392

Interest expense — net	(12,212)		(11,613)		(33,118)		(37,307)
Income before income tax	108,634		77,783		236,052		161,085
Income tax expense	(30,082)		(22,878)		(64,676)		(50,017)
Net income	$	78,552	$	54,905	$	171,376	$	111,068

Earnings per common share:
Common stock — basic	$	1.38	$	0.95	$	3.00	$	1.92
Common stock — diluted	$	1.37	$	0.94	$	2.97	$	1.90

Weighted average common shares outstanding:
Common stock — basic	56,927,187		58,062,009		57,188,938		57,970,587
Common stock — diluted	57,377,773		58,701,618		57,680,543		58,483,404

See accompanying notes to condensed consolidated financial statements.

Table of Contents

BRIGHT HORIZONS FAMILY SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024

	(In thousands)
Net income	$	78,552	$	54,905	$	171,376	$	111,068
Other comprehensive income (loss):
Foreign currency translation adjustments	(9,362)		47,343		70,529		33,949
Unrealized loss on cash flow hedges and investments, net of tax	(2,618)		(10,304)		(7,669)		(9,647)
Total other comprehensive income (loss)	(11,980)		37,039		62,860		24,302
Comprehensive income	$	66,572	$	91,944	$	234,236	$	135,370

See accompanying notes to condensed consolidated financial statements.

Table of Contents

BRIGHT HORIZONS FAMILY SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)


	Three months ended September 30, 2025
	Common Stock			Additional Paid-in Capital		Treasury Stock, at Cost		Accumulated Other Comprehensive Loss		Retained Earnings		Total Stockholders’ Equity
	Shares	Amount

	(In thousands, except share data)
Balance at July 1, 2025	57,170,610	$	57	$	575,679	$	—	$	(35,455)	$	858,840	$	1,399,121

Stock-based compensation expense				7,526								7,526
Issuance of common stock under the Equity Incentive Plan	42,911	—		1,596								1,596
Shares received in net share settlement of stock option exercises and vesting of restricted stock	(13,689)	—		(1,620)								(1,620)
Purchase of treasury stock						(45,742)						(45,742)
Retirement of treasury stock	(398,362)	—		(45,742)		45,742						—
Other comprehensive loss								(11,980)				(11,980)
Net income										78,552		78,552
Balance at September 30, 2025	56,801,470	$	57	$	537,439	$	—	$	(47,435)	$	937,392	$	1,427,453


	Three months ended September 30, 2024
	Common Stock			Additional Paid-in Capital		Treasury Stock, at Cost		Accumulated Other Comprehensive Loss		Retained Earnings		Total Stockholders’ Equity
	Shares	Amount

	(In thousands, except share data)
Balance at July 1, 2024	57,986,925	$	58	$	673,013	$	—	$	(71,838)	$	681,988	$	1,283,221

Stock-based compensation expense				9,091								9,091
Issuance of common stock under the Equity Incentive Plan	169,144	—		17,907								17,907
Shares received in net share settlement of stock option exercises and vesting of restricted stock	(22,056)	—		(2,972)								(2,972)


Other comprehensive income								37,039				37,039
Net income										54,905		54,905
Balance at September 30, 2024	58,134,013	$	58	$	697,039	$	—	$	(34,799)	$	736,893	$	1,399,191

See accompanying notes to condensed consolidated financial statements.

Table of Contents

BRIGHT HORIZONS FAMILY SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)


	Nine months ended September 30, 2025
	Common Stock			Additional Paid-in Capital		Treasury Stock, at Cost		Accumulated Other Comprehensive Loss		Retained Earnings		Total Stockholders’ Equity
	Shares	Amount

	(In thousands, except share data)
Balance at January 1, 2025	57,404,736	$	57	$	622,618	$	—	$	(110,295)	$	766,016	$	1,278,396

Stock-based compensation expense				22,512								22,512
Issuance of common stock under the Equity Incentive Plan	434,976	—		14,227								14,227
Shares received in net share settlement of stock option exercises and vesting of restricted stock	(121,654)	—		(15,229)								(15,229)
Purchase of treasury stock						(106,689)						(106,689)
Retirement of treasury stock	(916,588)	—		(106,689)		106,689						—
Other comprehensive income								62,860				62,860
Net income										171,376		171,376
Balance at September 30, 2025	56,801,470	$	57	$	537,439	$	—	$	(47,435)	$	937,392	$	1,427,453


	Nine months ended September 30, 2024
	Common Stock			Additional Paid-in Capital		Treasury Stock, at Cost		Accumulated Other Comprehensive Loss		Retained Earnings		Total Stockholders’ Equity
	Shares	Amount

	(In thousands, except share data)
Balance at January 1, 2024	57,817,593	$	58	$	645,894	$	—	$	(59,101)	$	625,825	$	1,212,676

Stock-based compensation expense				24,607								24,607
Issuance of common stock under the Equity Incentive Plan	355,290	—		31,296								31,296
Shares received in net share settlement of stock option exercises and vesting of restricted stock	(38,870)	—		(4,758)								(4,758)


Other comprehensive income								24,302				24,302
Net income										111,068		111,068
Balance at September 30, 2024	58,134,013	$	58	$	697,039	$	—	$	(34,799)	$	736,893	$	1,399,191

See accompanying notes to condensed consolidated financial statements.

Table of Contents

BRIGHT HORIZONS FAMILY SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine months ended September 30,
	2025		2024

	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	171,376	$	111,068
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	68,655		75,601
Stock-based compensation expense	22,512		24,607

Deferred income taxes	8,491		(6,844)
Non-cash interest and other — net	5,190		10,464
Changes in assets and liabilities:
Accounts receivable	38,526		52,386
Prepaid expenses and other current assets	(9,327)		6,038
Accounts payable and accrued expenses	(18,161)		13,318
Income taxes	(3,479)		5,486
Deferred revenue	(65,171)		(44,463)
Leases	(8,288)		(7,753)
Other assets	(14,459)		(8,866)
Other current and long-term liabilities	6,927		(14,229)
Net cash provided by operating activities	202,792		216,813

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets — net	(58,907)		(65,254)

Proceeds from debt securities and other investments	10,287		23,908
Purchases of debt securities and other investments	(9,760)		(43,049)
Payments and settlements for acquisitions — net of cash acquired	(5,106)		(8,267)


Net cash used in investing activities	(63,486)		(92,662)

CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings under revolving credit facility	537,102		156,500
Payments under revolving credit facility	(67,820)		(156,500)
Principal payments of long-term debt	(501,000)		(12,000)
Payments of debt issuance costs	(3,046)		—
Purchase of treasury stock	(104,671)		—
Proceeds from issuance of common stock upon exercise of options	11,826		24,808
Taxes paid related to the net share settlement of stock options and restricted stock	(15,229)		(4,758)
Payments of deferred and contingent consideration for acquisitions	—		(103,872)
Net cash used in financing activities	(142,838)		(95,822)
Effect of exchange rates on cash, cash equivalents and restricted cash	5,786		1,307
Net increase in cash, cash equivalents and restricted cash	2,254		29,636
Cash, cash equivalents and restricted cash — beginning of period	123,715		89,451
Cash, cash equivalents and restricted cash — end of period	$	125,969	$	119,087

See accompanying notes to condensed consolidated financial statements.

Table of Contents

BRIGHT HORIZONS FAMILY SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(Unaudited)


	Nine months ended September 30,
	2025		2024

	(In thousands)
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents	$	116,604	$	109,933
Restricted cash, included in prepaid expenses and other current assets	6,838		6,895
Restricted cash, included in other assets	2,527		2,259
Total cash, cash equivalents and restricted cash — end of period	$	125,969	$	119,087

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash payments of interest	$	42,699	$	57,158
Cash received from cash flow hedges of interest rate risk	$	11,772	$	18,769
Cash payments of income taxes	$	58,171	$	51,763
Cash paid for amounts included in the measurement of lease liabilities	$	119,757	$	120,666

NON-CASH TRANSACTIONS:
Fixed asset purchases recorded in accounts payable and accrued expenses	$	1,738	$	3,282
Operating right-of-use assets obtained in exchange for operating lease liabilities — net	$	41,845	$	54,381
Restricted stock reclassified from other current liabilities to equity upon vesting	$	2,401	$	6,488
Contingent consideration issued for acquisitions	$	—	$	696
Treasury stock purchases in other current liabilities	$	1,351	$	—

See accompanying notes to condensed consolidated financial statements.

Table of Contents

BRIGHT HORIZONS FAMILY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION AND BASIS OF PRESENTATION

Organization — Bright Horizons Family Solutions Inc. (“Bright Horizons” or the “Company”) provides center-based early education and child care, back-up child and senior care, tuition assistance and student loan repayment program management, 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 help families, employers and their employees better integrate work and family life, primarily under multi-year contracts with employers who offer early education and child care, back-up and family care, and workforce education services as part of their employee benefits packages in an effort to support employees across life and career stages and to improve employee engagement, and to working families directly through community-facing child care centers.

As of September 30, 2025, we operated 1,013 early education and child care centers.

Basis of Presentation — The accompanying unaudited condensed consolidated balance sheet as of September 30, 2025 and the unaudited condensed consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the interim periods ended September 30, 2025 and 2024 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, 2024. 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 September 30, 2025 and the unaudited condensed consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the interim periods ended September 30, 2025 and 2024, 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 share repurchase program of up to $500 million (exclusive of fees, commissions or other expenses) of the Company’s outstanding common stock effective June 3, 2025. The share repurchase program has no expiration date and replaced and canceled the prior $400 million authorization announced in December 2021, of which $58.9 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 nine months ended September 30, 2025, the Company repurchased approximately 0.9 million shares for $106.0 million (resulting in a $0.7 million excise tax liability). During the nine months ended September 30, 2024, there were no share repurchases under the repurchase program. All repurchased shares have been retired and, as of September 30, 2025, $448.8 million remained available under the Board-approved repurchase program.

Table of Contents

2. 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 service center-based child care		Back-up care		Educational advisory services		Total

	(In thousands)
Three months ended September 30, 2025
North America	$	315,171	$	228,680	$	33,933	$	577,784
Outside North America	200,336		24,692		—		225,028
	$	515,507	$	253,372	$	33,933	$	802,812
Three months ended September 30, 2024
North America	$	308,166	$	182,661	$	30,749	$	521,576
Outside North America	178,401		19,122		—		197,523
	$	486,567	$	201,783	$	30,749	$	719,099


	Full service center-based child care		Back-up care		Educational advisory services		Total

	(In thousands)
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
	$	1,566,321	$	544,654	$	88,934	$	2,199,909
Nine months ended September 30, 2024
North America	$	958,879	$	409,754	$	81,638	$	1,450,271
Outside North America	518,405		43,191		—		561,596
	$	1,477,284	$	452,945	$	81,638	$	2,011,867

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 $273.1 million and $243.6 million as revenue during the nine months ended September 30, 2025 and 2024, 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.

Table of Contents

3. 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 September 30, 2025 and December 31, 2024, there were no material finance leases.

Lease Expense

The components of lease expense were as follows:


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024

	(In thousands)
Operating lease expense (1)	$	37,064	$	39,681	$	111,122	$	115,889
Variable lease expense (1)	11,204		11,855		34,558		33,958
Total lease expense	$	48,268	$	51,536	$	145,680	$	149,847

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

Other Information

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


	September 30, 2025	December 31, 2024

Weighted average remaining lease term (in years)	9	9
Weighted average discount rate	7.0%	7.0%

Maturity of Lease Liabilities

The following table summarizes the maturity of lease liabilities as of September 30, 2025:


	Operating Leases

	(In thousands)
Remainder of 2025	$	30,323
2026	159,005
2027	153,257
2028	141,563
2029	125,341
Thereafter	534,658
Total lease payments	1,144,147
Less imputed interest	(312,492)
Present value of lease liabilities	831,655
Less current portion of operating lease liabilities	(107,328)
Long-term operating lease liabilities	$	724,327

As of September 30, 2025, the Company had not entered into additional operating leases that have not yet commenced.

Table of Contents

4. 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

In April 2025, the Company acquired two centers in the United Kingdom in one business acquisition, which was accounted for as a business combination. The business was acquired for cash consideration of $5.1 million, net of cash acquired, which is subject to adjustments from the settlement of the final working capital. The Company recorded goodwill of $3.8 million related to the full service center-based child care segment for this acquisition, 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 September 30, 2025, the purchase price allocation for this acquisition remains open as the Company gathers additional information regarding the assets acquired and the liabilities assumed. The operating results for the acquired business are included in the consolidated results of operations from the date of acquisition and were not material to the Company’s financial results.

2024 Acquisitions

In April 2024, the Company acquired the remaining shares outstanding of a provider of early education and tutoring in the Netherlands for cash consideration of $1.3 million and contingent consideration of $0.7 million payable in 2026 and 2027, resulting in control and consolidation of an investment previously accounted for under the equity method. The Company had previously made investments totaling $8.4 million in this entity. The Company recorded goodwill of $10.2 million related to the full service center-based child care segment, which will not be deductible for tax purposes. In addition, the Company recorded intangible assets of $0.7 million that will be amortized over three to five years.

Additionally, during the year ended December 31, 2024, the Company acquired two centers in Australia in two separate business acquisitions, which were each accounted for as a business combination. The businesses were acquired for aggregate cash consideration of $7.2 million. The Company recorded goodwill of $6.8 million related to the full service center-based child care segment in relation to these acquisitions, which will not be deductible for tax purposes. In addition, the Company recorded intangible assets of $0.9 million that will be amortized over four years.

In January 2024, the Company paid deferred consideration of $106.5 million related to the 2022 acquisition of Only About Children. The acquisition date fair value of the deferred consideration of $97.7 million is presented as cash used in financing activities in the consolidated statement of cash flows while the accrued interest is presented as cash used in operating activities.

In April 2024, the Company paid contingent consideration of $14.3 million related to a 2021 acquisition.

5. GOODWILL AND INTANGIBLE ASSETS

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


	Full service center-based child care		Back-up care		Educational advisory services		Total

	(In thousands)
Balance at January 1, 2025	$	1,515,919	$	209,088	$	37,676	$	1,762,683
Additions from acquisitions	3,752		—		—		3,752
Adjustments to prior year acquisitions	531		—		—		531
Effect of foreign currency translation	50,519		1,753		—		52,272
Balance at September 30, 2025	$	1,570,721	$	210,841	$	37,676	$	1,819,238

Table of Contents

The Company also has intangible assets, which consisted of the following as of September 30, 2025 and December 31, 2024:


September 30, 2025	Cost		Accumulated amortization		Net carrying amount

	(In thousands)
Definite-lived intangible assets:
Customer relationships	$	397,717	$	(389,606)	$	8,111
Trade names	16,057		(10,406)		5,651
	413,774		(400,012)		13,762
Indefinite-lived intangible assets:
Trade names	180,965		—		180,965
	$	594,739	$	(400,012)	$	194,727


December 31, 2024	Cost		Accumulated amortization		Net carrying amount

	(In thousands)
Definite-lived intangible assets:
Customer relationships	$	394,098	$	(383,127)	$	10,971
Trade names	15,226		(9,111)		6,115
	409,324		(392,238)		17,086
Indefinite-lived intangible assets:
Trade names	180,489		—		180,489
	$	589,813	$	(392,238)	$	197,575

The Company estimates that it will record amortization expense related to intangible assets existing as of September 30, 2025 as follows:


	Estimated amortization expense

	(In thousands)
Remainder of 2025	$	1,483
2026	4,332
2027	3,100
2028	1,742
2029	707
Thereafter	2,398
	$	13,762

Table of Contents

6. 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 $900 million multi-currency revolving credit facility (“revolving credit facility”). Prior to April 17, 2025, the Company’s senior secured credit facilities included a term loan A facility (“term loan A”).

Long-term debt obligations were as follows:


	September 30, 2025		December 31, 2024

	(In thousands)
Term loan B	$	450,000	$	583,500
Term loan A	—		367,500
Revolving credit facility	469,321		—
Deferred financing costs and original issue discount	(2,475)		(4,051)
Total debt	916,846		946,949
Less current portion of term loans	—		(28,500)
Less current portion of revolving credit facility	(169,321)		—
Long-term debt	$	747,525	$	918,449

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 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.

On December 11, 2024, the Company amended its existing senior secured credit facilities to, among other changes, reduce the applicable interest rates of the term loan B by 25 basis points. In connection with the terms of this amendment, the applicable interest rate spread for the term loan B was further reduced by 25 basis points in January 2025, when the Company received a credit rating upgrade.

All borrowings under the credit facilities are subject to variable interest. The effective interest rate for the term loans was 5.91% and 6.21% as of September 30, 2025 and December 31, 2024, respectively, and the weighted average interest rate was 6.06% and 7.44% for the nine months ended September 30, 2025 and 2024, respectively, prior to the effects of any interest rate hedge arrangements. The effective interest rate for the revolving credit facility was 5.70% as of September 30, 2025 and the weighted average interest rate was 5.83% and 7.81% for the nine months ended September 30, 2025 and 2024, 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 can 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 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%.

Table of Contents

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 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%.

Prior to the December 2024 amendment, borrowings under the term loan B bore interest at a rate per annum of 1.25% over the base rate, or 2.25% over the adjusted term SOFR rate.

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, balances outstanding under the term loan A were repaid on April 17, 2025 using availability under the revolving credit facility.

Prior to the April 2025 debt amendment, the 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 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 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 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 September 30, 2025, the Company does not hold any material indebtedness maturing on or before April 17, 2030.

As of September 30, 2025, borrowings outstanding on the revolving credit facility were $468.0 million and letters of credit outstanding were $20.2 million, with $411.8 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 $300 million through September 30, 2026, such balance has been presented as long-term on the condensed consolidated balance sheet at September 30, 2025. As of December 31, 2024, there were no borrowings outstanding on the revolving credit facility, and letters of credit outstanding were $15.2 million, with $384.8 million available for borrowing.

Borrowings 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.

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. As of September 30, 2025 and December 31, 2024, there were AU$2.0 million (USD$1.3 million) and no borrowings outstanding under this facility, respectively.

Table of Contents

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 revolving credit facility requires Bright Horizons Family Solutions LLC as 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.

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 rate 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 expire on October 31, 2025, provide the Company with interest rate protection in the event the one-month term SOFR rate increases 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 have 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.

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


Derivative financial instruments	Consolidated balance sheet classification	September 30, 2025		December 31, 2024

		(In thousands)
Interest rate caps - asset	Prepaid and other current assets	$	858	$	8,407
Interest rate caps - asset	Other assets	$	3,438	$	6,311

Table of Contents

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


Derivatives designated as cash flow hedging instruments	Amount of gain (loss) recognized in other comprehensive income (loss)		Consolidated statement of income classification	Amount of net gain (loss) reclassified into earnings		Total effect on other comprehensive income (loss)

	(In thousands)			(In thousands)
Three months ended 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)

Three months ended September 30, 2024
Cash flow hedges	$	(9,123)	Interest expense — net	$	5,590	$	(14,713)
Income tax effect	2,436		Income tax expense	(1,492)		3,928
Net of income taxes	$	(6,687)		$	4,098	$	(10,785)


Derivatives designated as cash flow hedging instruments	Amount of gain (loss) recognized in other comprehensive income (loss)		Consolidated statement of income classification	Amount of net gain (loss) reclassified into earnings		Total effect on other comprehensive income (loss)

	(In thousands)			(In thousands)
Nine months ended September 30, 2025
Cash flow hedges	$	(1,063)	Interest expense — net	$	9,633	$	(10,696)
Income tax effect	284		Income tax expense	(2,572)		2,856
Net of income taxes	$	(779)		$	7,061	$	(7,840)

Nine months ended September 30, 2024
Cash flow hedges	$	3,180	Interest expense — net	$	16,979	$	(13,799)
Income tax effect	(849)		Income tax expense	(4,533)		3,684
Net of income taxes	$	2,331		$	12,446	$	(10,115)

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.

Table of Contents

7. EARNINGS PER SHARE

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


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024

	(In thousands, except share data)
Net income	$	78,552	$	54,905	$	171,376	$	111,068

Weighted average common shares outstanding — basic	56,927,187		58,062,009		57,188,938		57,970,587
Effect of dilutive securities	450,586		639,609		491,605		512,817
Weighted average common shares outstanding — diluted	57,377,773		58,701,618		57,680,543		58,483,404

Earnings per common share — basic	$	1.38	$	0.95	$	3.00	$	1.92
Earnings per common share — diluted	$	1.37	$	0.94	$	2.97	$	1.90

For the three and nine months ended September 30, 2025 and 2024, basic and diluted earnings per share were calculated using the treasury method. Equity awards outstanding to purchase or receive 1.2 million and 0.8 million shares of common stock were excluded from diluted earnings per share for the three months ended September 30, 2025 and 2024, respectively, since their effect was anti-dilutive. Equity awards outstanding to purchase or receive 1.0 million and 1.3 million shares of common stock were excluded from diluted earnings per share for the nine months ended September 30, 2025 and 2024, respectively, since their effect was anti-dilutive. These equity awards may become dilutive in the future.

8. INCOME TAXES

The Company’s effective income tax rates were 27.7% and 29.4% for the three months ended September 30, 2025 and 2024, respectively, and 27.4% and 31.0% for the nine months ended September 30, 2025 and 2024, 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 September 30, 2025, the net shortfall tax expense from stock-based compensation increased tax expense by $0.1 million. During the nine months ended September 30, 2025, the net excess tax benefit from stock-based compensation decreased tax expense by $1.2 million. During the three and nine months ended September 30, 2024, the net shortfall tax expense from stock-based compensation increased tax expense by $0.2 million and $0.9 million, respectively. For the three and nine months ended September 30, 2025 and 2024, 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%.

The Company’s unrecognized tax benefits were $0.2 million as of September 30, 2025 and December 31, 2024, inclusive of interest. The outstanding balance of the unrecognized tax benefits may change over the next 12 months.

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 2021 through 2023 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 2020 through 2023 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.

Table of Contents

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law in the U.S. In accordance with ASC 740, the Company has recognized the effects of the new tax law in the period of enactment ended September 30, 2025. The OBBBA includes tax reform provisions, such as the permanent extension of certain expiring provisions of the 2017 Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business expenses. The legislation has various effective dates, ranging from early 2025 through 2026. The Company does not expect these changes to have a significant impact on its consolidated financial statements.

9. 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 value of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable and accrued expenses approximates their fair value because of their short-term nature.

Financial instruments that potentially expose the Company to concentrations of credit risk consisted 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 September 30, 2025.

Long-term Debt — The Company’s term loan B is recorded at adjusted cost, net of original issue discounts and deferred financing costs. The fair value of the Company’s term loan B 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 September 30, 2025 and December 31, 2024, 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 September 30, 2025, the fair value of the interest rate cap agreements was $4.3 million, of which $0.9 million was recorded in prepaid expenses and other current assets and $3.4 million was recorded in other assets on the consolidated balance sheet. As of December 31, 2024, the fair value of the interest rate cap agreements was $14.7 million, of which $8.4 million was recorded in prepaid expenses and other current assets and $6.3 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.

Table of Contents

Debt securities are recorded at fair value. As of September 30, 2025, the fair value of the available-for-sale debt securities was $38.9 million and was classified based on the instruments’ maturity dates, with $16.4 million included in prepaid expenses and other current assets and $22.5 million in other assets on the consolidated balance sheet. As of December 31, 2024, the fair value of the available-for-sale debt securities was $33.7 million, with $11.7 million included in prepaid expenses and other current assets and $22.0 million in other assets on the consolidated balance sheet. As of September 30, 2025, debt securities classified as Level 1 and Level 2 had a fair value of $29.9 million and $9.0 million, respectively.

As of September 30, 2025 and December 31, 2024, the amortized cost was $38.6 million and $33.7 million, respectively. The debt securities held at September 30, 2025 had remaining contractual maturities ranging from less than one year to approximately six years. Unrealized gains and losses, net of tax, on available-for-sale debt securities were immaterial for the three and nine months ended September 30, 2025 and 2024.

10. 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:


	Nine months ended September 30, 2025
	Foreign currency translation adjustments(1)		Unrealized gain (loss) on cash flow hedges		Unrealized gain (loss) on investments		Total

	(In thousands)
Balance at January 1, 2025	$	(118,673)	$	8,345	$	33	$	(110,295)
Other comprehensive income (loss) before reclassifications — net of tax	70,529		(779)		180		69,930
Less: amounts reclassified from accumulated other comprehensive income (loss) — net of tax	—		7,061		9		7,070
Net other comprehensive income (loss)	70,529		(7,840)		171		62,860
Balance at September 30, 2025	$	(48,144)	$	505	$	204	$	(47,435)


	Nine months ended September 30, 2024
	Foreign currency translation adjustments(1)		Unrealized gain (loss) on cash flow hedges		Unrealized gain (loss) on investments		Total

	(In thousands)
Balance at January 1, 2024	$	(76,130)	$	17,100	$	(71)	$	(59,101)
Other comprehensive income (loss) before reclassifications — net of tax	33,949		2,331		433		36,713
Less: amounts reclassified from accumulated other comprehensive income (loss) — net of tax	—		12,446		(35)		12,411
Net other comprehensive income (loss)	33,949		(10,115)		468		24,302
Balance at September 30, 2024	$	(42,181)	$	6,985	$	397	$	(34,799)

(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.

Table of Contents

11. 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 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 service center-based child care		Back-up care		Educational advisory services		Total

	(In thousands)
Three months ended September 30, 2025
Revenue	$	515,507	$	253,372	$	33,933	$	802,812
Cost of services	446,292		123,785		15,686		585,763
Other segment items (1)	52,465		34,255		9,483		96,203
Income from operations (2)	$	16,750	$	95,332	$	8,764	$	120,846
Interest expense — net							(12,212)
Income before income tax							$	108,634

Three months ended September 30, 2024
Revenue	$	486,567	$	201,783	$	30,749	$	719,099
Cost of services	421,312		101,303		14,949		537,564
Other segment items (1)	52,790		29,993		9,356		92,139
Income from operations	$	12,465	$	70,487	$	6,444	$	89,396
Interest expense — net							(11,613)
Income before income tax							$	77,783

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

(2)For the three months ended September 30, 2025, income from operations includes $1.3 million of costs incurred in connection with the August 2025 debt refinancing and $2.4 million of net lease termination costs allocated to the full service center-based child care segment.

Table of Contents


	Full service center-based child care		Back-up care		Educational advisory services		Total

	(In thousands)
Nine months ended September 30, 2025
Revenue	$	1,566,321	$	544,654	$	88,934	$	2,199,909
Cost of services	1,314,155		285,282		45,136		1,644,573
Other segment items (1)	161,882		96,733		27,551		286,166
Income from operations (2)	$	90,284	$	162,639	$	16,247	$	269,170
Interest expense — net							(33,118)
Income before income tax							$	236,052

Nine months ended September 30, 2024
Revenue	$	1,477,284	$	452,945	$	81,638	$	2,011,867
Cost of services	1,241,214		247,469		44,109		1,532,792
Other segment items (1)	169,517		87,413		23,753		280,683
Income from operations	$	66,553	$	118,063	$	13,776	$	198,392
Interest expense — net							(37,307)
Income before income tax							$	161,085

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

(2)For the nine months ended September 30, 2025, income from operations includes $1.3 million of costs incurred in connection with the August 2025 debt refinancing and $2.4 million of net lease termination costs allocated to the full service center-based child care segment.

Depreciation and amortization expense totaled $24.0 million and $68.7 million for the three and nine months ended September 30, 2025, respectively, of which approximately 85% related to the full service center-based child care segment. Depreciation and amortization expense totaled $22.5 million and $75.6 million for the three and nine months ended September 30, 2024, respectively, of which approximately 90% related to the full service center-based child care segment.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Special Note Regarding Forward-Looking Statements

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 labor markets; future center closures and portfolio optimization and impacts; our operations outside the United States; back-up care services and use types; enrollment recovery and occupancy improvement in the United States and outside the United States; our center cohort occupancy levels; cost management and capital spending; investments in employees and wages; 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 regain and sustain our business; demand for services; 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, including the OBBBA and its impacts; investments in segments and strategic opportunities; investments in technology, marketing and user experience; our opportunities for expansion; acquisitions, contributions and expected synergies; contingent consideration; amortization expense; our fair value estimates; goodwill from business combinations; impairments; 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 and our insurance coverage; debt securities; 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, and our ability to obtain such financing; contractual and actual maturities; our sources, drivers and uses of cash flows; 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 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; 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, including as a result of recent incidents and media coverage; claims, allegations, actual or threatened litigation or insurance risks; 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 27, 2025, and other factors disclosed from time to time in our other filings with the Securities and Exchange Commission.

Table of Contents

Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this Quarterly Report, those results or developments may not be indicative of results or developments in subsequent periods.

Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement that we make in this Quarterly Report speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future information, events, developments or otherwise, except as required by law.

Overview

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 nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024. 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, 2024.

We are a leading provider of high-quality education and care, including early education and child care, back-up and family care solutions, and workforce education services that are designed to help families, employers and their employees solve the challenges of the modern workforce and thrive personally and professionally. We provide services primarily under multi-year contracts with employers who offer early education and child care, back-up care, and educational advisory services as part of their employee benefits packages in an effort to support employees across life and career stages and to improve recruitment, employee engagement, productivity, retention and career advancement, and we serve the needs of working families directly through our community facing child care centers.

As of September 30, 2025, we operated 1,013 early education and child care centers with the capacity to serve approximately 115,000 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 an online marketplace for families and caregivers. Educational advisory services include tuition assistance and student loan repayment program management, workforce education and related educational advising, and college admissions counseling services.

During the three months ended September 30, 2025, we saw strong growth in back-up care with a 26% year-over-year increase in revenue as a result of increased utilization. We also saw year-over-year revenue growth of 6% in our full service center-based child care segment, including net enrollment growth of 1%. 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 September 30, 2025, this cohort of centers totaled 753 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 September 30, 2025, 44% of these centers were more than 70% enrolled, 44% were between 40-70% enrolled and 12% were less than 40% enrolled, which reflects improved occupancy when compared to the same period in the prior year.

While we continue to see year-over-year growth and progress, we continue to navigate through a dynamic operating environment that is impacted by increased costs, a tight labor market, varying enrollment demands, shifting work demographics, and challenging and uncertain macroeconomic conditions. We monitor and respond to the changing conditions and operating environments, and the evolving needs of clients, families and children. We continue to review the optimization of our portfolio of centers through the routine closure of underperforming centers to accommodate evolving changes in demand in the markets we serve and expect to close additional underperforming centers identified in the review process over the next 12 months. In the event of a center closure, where possible, we shift enrollment and teachers to other centers at nearby locations.

We remain focused on our strategic priorities to deliver high quality education and care services, connect across our service lines, extend our impact on new and existing customers and clients, and preserve our strong culture and we remain committed to serving the needs of families, clients and our employees. 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 and unpredictable market conditions.

Table of Contents

Results of Operations

The following table sets forth statement of income data as a percentage of revenue for the three months ended September 30, 2025 and 2024:


	Three Months Ended September 30,
	2025		%		2024		%

	(In thousands, except percentages)
Revenue	$	802,812	100.0	%	$	719,099	100.0	%
Cost of services	585,763		73.0	%	537,564		74.8	%
Gross profit	217,049		27.0	%	181,535		25.2	%
Selling, general and administrative expenses	94,726		11.8	%	89,499		12.4	%
Amortization of intangible assets	1,477		0.1	%	2,640		0.4	%
Income from operations	120,846		15.1	%	89,396		12.4	%

Interest expense — net	(12,212)		(1.6)	%	(11,613)		(1.6)	%
Income before income tax	108,634		13.5	%	77,783		10.8	%
Income tax expense	(30,082)		(3.7)	%	(22,878)		(3.2)	%
Net income	$	78,552	9.8	%	$	54,905	7.6	%

Adjusted EBITDA (1)	$	156,068	19.4	%	$	120,989	16.8	%
Adjusted income from operations (1)	$	124,496	15.5	%	$	89,396	12.4	%
Adjusted net income (1)	$	90,135	11.2	%	$	64,901	9.0	%

(1)Adjusted EBITDA, adjusted income from operations and adjusted net income are financial measures that are not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), which are commonly referred to as “non-GAAP financial measures.” Refer to “Non-GAAP Financial Measures and Reconciliation” below for a reconciliation of these non-GAAP financial measures to their respective measures determined under GAAP and for information regarding our use of non-GAAP financial measures.

The following table sets forth statement of income data as a percentage of revenue for the nine months ended September 30, 2025 and 2024:


	Nine Months Ended September 30,
	2025		%		2024		%

	(In thousands, except percentages)
Revenue	$	2,199,909	100.0	%	$	2,011,867	100.0	%
Cost of services	1,644,573		74.8	%	1,532,792		76.2	%
Gross profit	555,336		25.2	%	479,075		23.8	%
Selling, general and administrative expenses	281,421		12.8	%	264,544		13.1	%
Amortization of intangible assets	4,745		0.2	%	16,139		0.8	%
Income from operations	269,170		12.2	%	198,392		9.9	%

Interest expense — net	(33,118)		(1.5)	%	(37,307)		(1.9)	%
Income before income tax	236,052		10.7	%	161,085		8.0	%
Income tax expense	(64,676)		(2.9)	%	(50,017)		(2.5)	%
Net income	$	171,376	7.8	%	$	111,068	5.5	%

Adjusted EBITDA (1)	$	363,987	16.5	%	$	298,600	14.8	%
Adjusted income from operations (1)	$	272,820	12.4	%	$	198,392	9.9	%
Adjusted net income (1)	$	196,358	8.9	%	$	145,823	7.2	%

(1)Adjusted EBITDA, adjusted income from operations and adjusted net income are financial measures that are not calculated in accordance with GAAP, which are commonly referred to as “non-GAAP financial measures.” Refer to “Non-GAAP Financial Measures and Reconciliation” below for a reconciliation of these non-GAAP financial measures to their respective measures determined under GAAP and for information regarding our use of non-GAAP financial measures.

Table of Contents

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

Revenue. Revenue for the three months ended September 30, 2025, increased by $83.7 million, or 12%, to $802.8 million from $719.1 million for the same period in 2024. The following table summarizes the revenue and percentage of total revenue for each of our segments for the three months ended September 30, 2025 and 2024:


	Three Months Ended September 30,
	2025				2024				Change 2025 vs 2024

	(In thousands, except percentages)
Full service center-based child care	$	515,507	64.2	%	$	486,567	67.7	%	$	28,940	5.9	%
Tuition	468,424		90.9	%	440,663		90.6	%	27,761		6.3	%
Management fees and operating subsidies	47,083		9.1	%	45,904		9.4	%	1,179		2.6	%
Back-up care	253,372		31.6	%	201,783		28.0	%	51,589		25.6	%
Educational advisory services	33,933		4.2	%	30,749		4.3	%	3,184		10.4	%
Total revenue	$	802,812	100.0	%	$	719,099	100.0	%	$	83,713	11.6	%

Revenue generated by the full service center-based child care segment in the three months ended September 30, 2025 increased by $28.9 million, or 6%, when compared to the same period in 2024. Tuition revenue increased by $27.8 million, or 6%, when compared to the prior year, due to a 1% net increase in enrollment and average tuition rate increases at our child care centers of approximately 4-5%. Fluctuations in foreign currency exchange rates for our United Kingdom, Netherlands and Australia operations increased tuition revenue in the three months ended September 30, 2025 by approximately 1%, or $6.1 million. We expect to be impacted by fluctuations in the foreign currency exchange rates throughout the remainder of the year, although we do not expect the impact on net earnings to be material.

Management fees and operating subsidies from employer sponsors increased by $1.2 million, or 3%, primarily due to higher operating subsidies required to support center operations as enrollment increases.

Revenue generated by back-up care services in the three months ended September 30, 2025 increased by $51.6 million, or 26%, when compared to the same period in 2024. 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 new and existing clients.

Revenue generated by educational advisory services in the three months ended September 30, 2025 increased by $3.2 million, or 10%, when compared to the same period in 2024 from increased utilization from new and existing clients.

Cost of Services. Cost of services increased by $48.2 million, or 9%, to $585.8 million for the three months ended September 30, 2025 from $537.6 million for the same period in 2024.

Cost of services in the full service center-based child care segment increased by $25.0 million, or 6%, to $446.3 million in the three months ended September 30, 2025 when compared to the same period in 2024. The increase in cost of services was primarily associated with increased personnel costs. Personnel costs, which represent approximately 70% of the costs for this segment, increased 8% during the quarter compared to the same period in the prior year, related to expanded enrollment, average hourly wage rate increases in the range of 3-4%, and higher benefits costs, including medical care expenses.

Cost of services in the back-up care segment increased by $22.5 million, or 22%, to $123.8 million in the three months ended September 30, 2025, 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 continued investment in technology to support our customer user experience and customer acquisition. We expect to continue to invest 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 by $0.7 million, or 5%, to $15.7 million in the three months ended September 30, 2025 when compared to the prior year, on improved leverage in service delivery.

Gross Profit. Gross profit increased by $35.5 million, or 20%, to $217.0 million for the three months ended September 30, 2025 from $181.5 million for the same period in 2024 primarily due to incremental gross profit contributions from the back-up care segment, resulting from higher utilization of back-up care services, and to a lesser extent, the full service center-based child care segment, resulting from enrollment growth, and the associated operating leverage. Gross profit margin was 27% of revenue for the three months ended September 30, 2025, an increase of approximately 2% compared to the three months ended September 30, 2024.

Table of Contents

Selling, General and Administrative Expenses (“SGA”). SGA increased by $5.2 million, or 6%, to $94.7 million for the three months ended September 30, 2025 from $89.5 million for the same period in 2024, due to higher personnel and technology costs and $1.3 million in expenses in the full service segment related to the August 2025 debt refinancing completed during the period. SGA was 12% of revenue for the three months ended September 30, 2025, consistent with the same period in 2024.

Amortization of Intangible Assets. Amortization expense on intangible assets was $1.5 million for the three months ended September 30, 2025, a decrease from $2.6 million for the three months ended September 30, 2024, primarily due to decreases from intangible assets becoming fully amortized since the prior year, partially offset by increases from intangible assets acquired in relation to the acquisitions completed in 2024 and 2025.

Income from Operations. Income from operations increased by $31.4 million, or 35%, to $120.8 million for the three months ended September 30, 2025 when compared to the prior year. The following table summarizes income from operations and percentage of revenue for each of our segments for the three months ended September 30, 2025 and 2024:


	Three Months Ended September 30,
	2025				2024				Change 2025 vs 2024

	(In thousands, except percentages)
Full service center-based child care	$	16,750	3.2	%	$	12,465	2.6	%	$	4,285	34.4	%
Back-up care	95,332		37.6	%	70,487		34.9	%	24,845		35.2	%
Educational advisory services	8,764		25.8	%	6,444		21.0	%	2,320		36.0	%
Income from operations	$	120,846	15.1	%	$	89,396	12.4	%	$	31,450	35.2	%

The increase in income from operations was primarily due to the following:

•Income from operations for the full service center-based child care segment increased $4.3 million, or 34%, in the three months ended September 30, 2025 when compared to the same period in 2024, primarily due to increases in tuition revenue from enrollment growth and annual tuition rate increases, as well as decreases in amortization expense, partially offset by increased personnel costs. In addition, income from operations for the three months ended September 30, 2025 included $3.7 million of expenses related to net lease termination costs and the August 2025 debt refinancing.

•Income from operations for the back-up care segment increased $24.8 million, or 35%, in the three months ended September 30, 2025 when compared to the same period in 2024, primarily due to incremental gross profit contributions from expanded utilization of back-up care services, partially offset by investments in technology and marketing to improve customer experience.

•Income from operations for the educational advisory services segment increased $2.3 million, or 36% , in the three months ended September 30, 2025 when compared to the same period in 2024, due to revenue increases and greater leverage of overhead.

Net Interest Expense. Net interest expense was $12.2 million for the three months ended September 30, 2025, an increase from $11.6 million for the three months ended September 30, 2024, primarily due to other interest costs of $2.2 million related to a pre-acquisition obligation and debt refinancing costs, partially offset by lower interest rates applicable to our debt and lower outstanding debt. The weighted average interest rate for the term loans and revolving credit facility was 4.25% for the three months ended September 30, 2025 compared to 4.84% for the three months ended September 30, 2024, inclusive of the effects of the cash flow hedges. Based on our current interest rate projections, we estimate that our overall weighted average interest rate will approximate 5.00% for the remainder of 2025, inclusive of the effects of the cash flow hedges.

Income Tax Expense. We recorded income tax expense of $30.1 million during the three months ended September 30, 2025, at an effective income tax rate of 28%, compared to an income tax expense of $22.9 million during the three months ended September 30, 2024, at an effective income tax rate of 29%. The difference between the effective income tax rates as compared to the statutory income tax rates was primarily due to the impact of unbenefited losses and net operating loss carryforwards used in certain foreign subsidiaries and the effects of net excess tax benefit (shortfall tax expense) associated with the exercise or expiration of stock options and vesting of restricted stock. 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.

During the three months ended September 30, 2025 and 2024, the net shortfall tax expense from stock-based compensation increased tax expense by $0.1 million and $0.2 million, respectively. For the three months ended September 30, 2025 and 2024, prior to the inclusion of the excess tax benefit (shortfall tax expense), other discrete items and unbenefited losses in certain foreign jurisdictions, the effective tax rate approximated 27%.

Table of Contents

Adjusted EBITDA and Adjusted Income from Operations. Adjusted EBITDA increased $35.1 million, or 29%, and adjusted income from operations increased $35.1 million, or 39%, for the three months ended September 30, 2025 over the comparable period in 2024 primarily due to increased contributions from both the back-up care segment and the full service center-based child care segment.

Adjusted Net Income. Adjusted net income increased $25.2 million, or 39%, for the three months ended September 30, 2025 when compared to the same period in 2024, primarily due to the increase in adjusted income from operations and lower interest expense from our senior secured credit facilities.

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Revenue. Revenue increased by $188.0 million, or 9%, to $2.2 billion for the nine months ended September 30, 2025 from $2.0 billion for the same period in 2024. The following table summarizes the revenue and percentage of total revenue for each of our segments for the nine months ended September 30, 2025 and 2024:


	Nine Months Ended September 30,
	2025				2024				Change 2025 vs 2024

	(In thousands, except percentages)
Full service center-based child care	$	1,566,321	71.2	%	$	1,477,284	73.4	%	$	89,037	6.0	%
Tuition	1,428,751		91.2	%	1,344,622		91.0	%	84,129		6.3	%
Management fees and operating subsidies	137,570		8.8	%	132,662		9.0	%	4,908		3.7	%
Back-up care	544,654		24.8	%	452,945		22.5	%	91,709		20.2	%
Educational advisory services	88,934		4.0	%	81,638		4.1	%	7,296		8.9	%
Total revenue	$	2,199,909	100.0	%	$	2,011,867	100.0	%	$	188,042	9.3	%

Revenue generated by the full service center-based child care segment in the nine months ended September 30, 2025 increased by $89.0 million, or 6%, when compared to the same period in 2024. Tuition revenue increased by $84.1 million, or 6%, when compared to the prior year, due to a 1% net increase in enrollment and average tuition rate increases at our child care centers of approximately 4-5%. Fluctuations in foreign currency exchange rates for our United Kingdom, Netherlands and Australia operations increased 2025 tuition revenue by $10.2 million.

Management fees and operating subsidies from employer sponsors increased by $4.9 million, or 4%, primarily due to higher operating subsidies required to support center operations on expanded enrollment.

Revenue generated by back-up care services in the nine months ended September 30, 2025 increased by $91.7 million, or 20%, when compared to the same period in 2024. 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 new and existing clients.

Revenue generated by educational advisory services in the nine months ended September 30, 2025 increased by $7.3 million, or 9%, when compared to the same period in the prior year. Revenue growth in this segment was primarily attributable to increased utilization from new and existing clients.

Cost of Services. Cost of services increased $111.8 million, or 7%, to $1.6 billion for the nine months ended September 30, 2025 from $1.5 billion for the same period in 2024.

Cost of services in the full service center-based child care segment increased by $73.0 million, or 6%, to $1.3 billion in the nine months ended September 30, 2025 when compared to the same period in 2024. The increase in cost of services was primarily associated with increased personnel costs, an increase of 8% during the nine months ended September 30, 2025 compared to the same period in the prior year, related to expanded enrollment, average hourly wage rate increases in the range of 3-4%, and higher benefits costs, including medical care expenses.

Cost of services in the back-up care segment increased $37.8 million, or 15%, to $285.3 million in the nine months ended September 30, 2025 when compared to the prior year. The increase in cost of services correlates to the increase in revenue and is primarily associated with 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 continued investment in technology to support our customer user experience and service offerings.

Cost of services in the educational advisory services segment increased by $1.0 million, or 2%, to $45.1 million in the nine months ended September 30, 2025 when compared to the prior year, on improved leverage in service delivery.

Table of Contents

Gross Profit. Gross profit increased $76.2 million, or 16%, to $555.3 million for the nine months ended September 30, 2025 from $479.1 million for the same period in 2024 primarily due to incremental gross profit contributions from the back-up care segment, resulting from higher utilization of back-up care services, and from the full service center-based child care segment, resulting from enrollment growth, and the associated operating leverage. Gross profit margin was 25% of revenue for the nine months ended September 30, 2025, an increase of approximately 1% compared to the nine months ended September 30, 2024.

Selling, General and Administrative Expenses. SGA increased $16.9 million, or 6%, to $281.4 million for the nine months ended September 30, 2025 from $264.5 million for the same period in 2024, due to higher personnel and technology costs. SGA for the nine months ended September 30, 2025 included $1.3 million within the full service segment in expenses related to the August 2025 debt refinancing. SGA for the nine months ended September 30, 2024 included a $2.3 million charge within the back-up care segment resulting from the early settlement of contingent consideration for a 2021 acquisition. SGA was 13% of revenue for the nine months ended September 30, 2025, which is consistent with the same period in 2024.

Amortization of Intangible Assets. Amortization expense on intangible assets of $4.7 million for the nine months ended September 30, 2025, decreased from $16.1 million for the nine months ended September 30, 2024 primarily due to certain intangible assets becoming fully amortized during the prior year, partially offset by increases from intangible assets acquired in relation to the acquisitions completed in 2024 and 2025.

Income from Operations. Income from operations increased by $70.8 million, or 36%, to $269.2 million for the nine months ended September 30, 2025 when compared to the same period in 2024. The following table summarizes income from operations and percentage of revenue for each of our segments for the nine months ended September 30, 2025 and 2024:


	Nine Months Ended September 30,
	2025				2024				Change 2025 vs 2024

	(In thousands, except percentages)
Full service center-based child care	$	90,284	5.8	%	$	66,553	4.5	%	$	23,731	35.7	%
Back-up care	162,639		29.9	%	118,063		26.1	%	44,576		37.8	%
Educational advisory services	16,247		18.3	%	13,776		16.9	%	2,471		17.9	%
Income from operations	$	269,170	12.2	%	$	198,392	9.9	%	$	70,778	35.7	%

The increase in income from operations was due to the following:

•Income from operations for the full service center-based child care segment increased $23.7 million, or 36%, in the nine months ended September 30, 2025 when compared to the same period in 2024, primarily due to increases in tuition revenue from enrollment growth and annual tuition rate increases, as well as decreases in amortization expense, partially offset by increased personnel costs. In addition, income from operations for the nine months ended September 30, 2025 included $3.7 million of expenses related to net lease termination costs and the August 2025 debt refinancing.

•Income from operations for the back-up care segment increased $44.6 million, or 38%, in the nine months ended September 30, 2025 when compared to the same period in 2024, primarily due to incremental gross profit contributions from expanded utilization of back-up care services, partially offset by increases in technology and marketing to improve customer experience. Income from operations for the nine months ended September 30, 2024 included a $2.3 million charge related to the early settlement of contingent consideration for a 2021 acquisition.

•Income from operations for the educational advisory services segment increased $2.5 million, or 18%, in the nine months ended September 30, 2025 when compared to the same period in 2024 due to revenue increases partially offset by service costs for technology and marketing.

Table of Contents

Net Interest Expense. Net interest expense was $33.1 million for the nine months ended September 30, 2025, a decrease from net interest expense of $37.3 million for the same period in 2024, primarily due to lower interest rates applicable to our debt and lower outstanding debt, partially offset by $2.7 million in other interest related to a pre-acquisition obligation and debt refinancing costs. The weighted average interest rate for the term loans and revolving credit facility was 4.30% for the nine months ended September 30, 2025 compared to 4.93% for the same period in 2024, inclusive of the effects of the cash flow hedges.

Income Tax Expense. We recorded income tax expense of $64.7 million for the nine months ended September 30, 2025 at an effective income tax rate of 27%, compared to an income tax expense of $50.0 million during the nine months ended September 30, 2024, at an effective income tax rate of 31%. The difference between the effective income tax rates as compared to the statutory income tax rates was primarily due to the impact of unbenefited losses and net operating loss carryforwards used in certain foreign subsidiaries and the effects of net excess tax benefit (shortfall tax expense) associated with the exercise or expiration of stock options and vesting of restricted stock. 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.

During the nine months ended September 30, 2025, the net excess tax benefit from stock-based compensation decreased tax expense by $1.2 million. During the nine months ended September 30, 2024, the net shortfall tax expense from stock-based compensation increased tax expense by $0.9 million. For the nine months ended September 30, 2025 and 2024, prior to the inclusion of the excess tax benefit (shortfall tax expense), other discrete items and unbenefited losses in certain foreign jurisdictions, the effective tax rate approximated 27%.

Adjusted EBITDA and Adjusted Income from Operations. Adjusted EBITDA and adjusted income from operations increased $65.4 million, or 22%, and $74.4 million, or 38%, respectively, for the nine months ended September 30, 2025 over the comparable period in 2024 primarily due to the incremental gross profit contributions from the back-up care segment resulting from increased utilization and from the full service center-based child care segment resulting from enrollment growth and tuition price increases.

Adjusted Net Income. Adjusted net income increased $50.5 million, or 35%, for the nine months ended September 30, 2025 when compared to the same period in 2024, primarily due to the increase in adjusted income from operations and lower interest expense.

Table of Contents

Non-GAAP Financial Measures and Reconciliation

In our quarterly and annual reports, earnings press releases and conference calls, we discuss key financial measures that are not calculated in accordance with GAAP to supplement our consolidated financial statements presented on a GAAP basis. These non-GAAP financial measures of adjusted EBITDA, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share are reconciled from their respective measures determined under GAAP as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

	(In thousands, except share data)
Net income	$	78,552	$	54,905	$	171,376	$	111,068
Interest expense — net	12,212		11,613		33,118		37,307
Income tax expense	30,082		22,878		64,676		50,017
Depreciation	22,569		19,862		63,910		59,462
Amortization of intangible assets (a)	1,477		2,640		4,745		16,139
EBITDA	144,892		111,898		337,825		273,993
Additional adjustments:

Stock-based compensation expense (b)	7,526		9,091		22,512		24,607
Other costs (c)	3,650		—		3,650		—


Total adjustments	11,176		9,091		26,162		24,607
Adjusted EBITDA	$	156,068	$	120,989	$	363,987	$	298,600

Income from operations	$	120,846	$	89,396	$	269,170	$	198,392

Other costs (c)	3,650		—		3,650		—
Adjusted income from operations	$	124,496	$	89,396	$	272,820	$	198,392

Net income	$	78,552	$	54,905	$	171,376	$	111,068
Income tax expense	30,082		22,878		64,676		50,017
Income before income tax	108,634		77,783		236,052		161,085
Amortization of intangible assets (a)	1,477		2,640		4,745		16,139

Stock-based compensation expense (b)	7,526		9,091		22,512		24,607
Other costs (c)	3,650		—		3,650		—
Other interest costs (d)	2,186		—		2,737		—
Adjusted income before income tax	123,473		89,514		269,696		201,831
Adjusted income tax expense (e)	(33,338)		(24,613)		(73,338)		(56,008)
Adjusted net income	$	90,135	$	64,901	$	196,358	$	145,823

Weighted average common shares outstanding — diluted	57,377,773		58,701,618		57,680,543		58,483,404
Diluted adjusted earnings per common share	$	1.57	$	1.11	$	3.40	$	2.49

Table of Contents

(a)Amortization of intangible assets represents total amortization expense, including $0.1 million and $8.4 million for the three and nine months ended September 30, 2024, respectively, associated with intangible assets recorded in connection with our going private transaction in May 2008.

(b)Stock-based compensation expense represents non-cash stock-based compensation expense in accordance with Accounting Standards Codification Topic 718, Compensation-Stock Compensation.

(c)Other costs in the three and nine months ended September 30, 2025 consist of $1.3 million related to the August 2025 debt refinancing recorded to selling, general and administrative expenses and net lease termination costs of $2.4 million recorded to cost of services.

(d)Other interest costs in the three months ended September 30, 2025 consist of $1.6 million in interest incurred related to a pre-acquisition obligation, as well as $0.6 million related to the August 2025 debt refinancing, which were recorded to interest expense. Other interest costs in the nine months ended September 30, 2025 consist of $1.6 million in interest incurred related to a pre-acquisition obligation, as well as $1.1 million of debt refinancing costs related to the April 2025 and August 2025 debt refinancings, which were recorded to interest expense.

(e)Adjusted income tax expense represents income tax expense calculated on adjusted income before income tax at an effective tax rate of approximately 27% for the three and nine months ended September 30, 2025 and approximately 28% for the three and nine months ended September 30, 2024. The jurisdictional mix of the expected adjusted income before income tax for the full year will affect the estimated effective tax rate for the year.

Adjusted EBITDA, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share are financial measures that are not calculated in accordance with GAAP (collectively referred to as “non-GAAP financial measures”), and the use of the terms adjusted EBITDA, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share may differ from similar measures reported by other companies and may not be comparable to other similarly titled measures. We believe the non-GAAP financial measures provide investors with useful information with respect to our historical operations. We present the non-GAAP financial measures as supplemental performance measures because we believe they facilitate a comparative assessment of our operating performance relative to our performance based on our results under GAAP, while isolating the effects of some items that vary from period to period. Specifically, adjusted EBITDA allows for an assessment of our operating performance and of our ability to service or incur indebtedness without the effect of non-cash charges, such as depreciation, amortization, and stock-based compensation expense, and non-recurring costs, as applicable, such as debt refinancing costs, impairments, lease termination costs and transaction costs. In addition, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share allow us to assess our performance without the impact of the specifically identified items that we believe do not directly reflect our core operations. These non-GAAP financial measures also function as key performance indicators used to evaluate our operating performance internally, and they are used in connection with the determination of incentive compensation for management, including executive officers. Adjusted EBITDA is also used in connection with the determination of certain ratio requirements under our credit agreement.

Adjusted EBITDA, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share are not measurements of our financial performance under GAAP and should not be considered in isolation or as an alternative to income before taxes, net income, diluted earnings per common share, net cash provided by (used in) operating, investing or financing activities or any other financial statement data presented as indicators of financial performance or liquidity, each as presented in accordance with GAAP. Consequently, our non-GAAP financial measures should be considered together with our consolidated financial statements, which are prepared in accordance with GAAP and included in Part I, Item 1 of this Quarterly Report on Form 10-Q. We understand that although adjusted EBITDA, adjusted income from operations, adjusted net income and diluted adjusted earnings per common share are frequently used by securities analysts, lenders and others in their evaluation of companies, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•adjusted EBITDA, adjusted income from operations and adjusted net income do not fully reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;

•adjusted EBITDA, adjusted income from operations and adjusted net income do not reflect changes in, or, cash requirements for, our working capital needs;

•adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt; and

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and adjusted EBITDA, adjusted income from operations and adjusted net income do not reflect any cash requirements for such replacements.

Because of these limitations, adjusted EBITDA, adjusted income from operations and adjusted net income should not be considered as discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations.

Table of Contents

Liquidity and Capital Resources

Our primary cash requirements are for the ongoing operations of our existing early education and child care centers, back-up care, educational advisory services, the addition of new centers through development or acquisitions, and debt financing obligations. Our primary sources of liquidity are our existing cash, cash flows from operations, and borrowings available under our $900 million multi-currency revolving credit facility (“revolving credit facility”). We had $116.6 million in cash ($126.0 million including restricted cash) as of September 30, 2025, of which $82.2 million was held in foreign jurisdictions, compared to $110.3 million in cash ($123.7 million including restricted cash) as of December 31, 2024, of which $45.5 million was held in foreign jurisdictions. Operations outside of North America accounted for 29% and 28% of our consolidated revenue in the nine months ended September 30, 2025 and 2024, respectively. The net impact on our liquidity from changes in foreign currency exchange rates was not material for the nine months ended September 30, 2025 and 2024. While we expect to be impacted by fluctuations in the foreign currency exchange rates throughout the remainder of the year, we do not currently expect that the effects of changes in foreign currency exchange rates will have a material net impact on our liquidity and capital resources for the remainder of 2025.

Our revolving credit facility is part of our senior secured credit facilities. On April 17, 2025, we amended our existing senior secured credit facilities to, among other changes, increase our revolving credit facility from $400 million to $900 million and extend the date of maturity. On the closing date, we used proceeds from our revolving credit facility to repay the outstanding balances under the term loan A facility. In addition, our revolving credit facility was used to voluntarily repay $89.0 million of principal under the term loan B facility during the nine months ended September 30, 2025. As of September 30, 2025 and December 31, 2024, $411.8 million and $384.8 million, respectively, of the revolving credit facility was available for borrowing.

We had a working capital deficit of $386.4 million and $283.4 million as of September 30, 2025 and December 31, 2024, respectively. Our working capital deficit has primarily arisen from using cash to make long-term investments in fixed assets and acquisitions, from share repurchases, and short-term borrowings on our long-term debt.

As of September 30, 2025, we had $831.7 million in lease liabilities, $107.3 million of which is short-term in nature. Refer to Note 3, Leases, to our condensed consolidated financial statements for additional information on leases, including the maturity of the contractual obligations related to our lease liabilities.

The board of directors authorized a share repurchase program of up to $500 million of our outstanding common stock, effective June 3, 2025. The share repurchase program has no expiration date and replaced and canceled the prior $400 million authorization announced December 2021, of which $58.9 million remained available thereunder. During the nine months ended September 30, 2025, we repurchased approximately 0.9 million shares for $106.0 million (resulting in a $0.7 million excise tax liability). During the nine months ended September 30, 2024, we did not make any share repurchases under the board-approved repurchase program. All repurchased shares have been retired and, as of September 30, 2025, $448.8 million remained available for future repurchases.

We believe that funds provided by operations, our existing cash balances and borrowings available under our revolving credit facility will be adequate to fund all obligations and liquidity requirements for at least the next 12 months. However, if we were to experience disruption from events not in our control, such as a global health crisis, or if we were to undertake any significant acquisitions or make investments in the purchase of facilities for new or existing centers, we could require financing beyond our existing cash and borrowing capacity, and it could be necessary for us to obtain additional debt or equity financing. We may not be able to obtain such financing on reasonable terms, or at all.


Cash Flows	Nine Months Ended September 30,
	2025		2024

	(In thousands)
Net cash provided by operating activities	$	202,792	$	216,813
Net cash used in investing activities	$	(63,486)	$	(92,662)
Net cash used in financing activities	$	(142,838)	$	(95,822)
Cash, cash equivalents and restricted cash — beginning of period	$	123,715	$	89,451
Cash, cash equivalents and restricted cash — end of period	$	125,969	$	119,087

Cash Provided by Operating Activities

Cash provided by operating activities was $202.8 million for the nine months ended September 30, 2025, compared to $216.8 million for the same period in 2024. The decrease in cash provided by operations primarily relates to changes in working capital arising from the timing of billings and payments when compared to the prior year, partially offset by an increase in net income of $60.3 million.

Table of Contents

Cash Used in Investing Activities

Cash used in investing activities was $63.5 million for the nine months ended September 30, 2025 compared to $92.7 million for the same period in 2024. The decrease in cash used in investing activities primarily relates to a decrease in net purchases of debt securities and other investments. Net proceeds from debt securities held by our captive insurance entity and other investments were $0.5 million in the nine months ended September 30, 2025, compared to net purchases of $19.1 million during the same period in the prior year, a net decrease of cash used of $19.6 million.

During the nine months ended September 30, 2025, we had net investments of $58.9 million in fixed asset purchases for maintenance and refurbishments in our existing centers, technology, and new child care centers, compared to net investments of $65.3 million during the same period in the prior year. Lastly, during the nine months ended September 30, 2025, we invested $5.1 million in acquisitions, compared to an investment of $8.3 million during the same period in 2024.

Cash Used in Financing Activities

Cash used in financing activities was $142.8 million for the nine months ended September 30, 2025 compared to $95.8 million for the same period in 2024. Significant financing activities in the nine months ended September 30, 2025 included net borrowings under the revolving credit facility of $469.3 million, which were partially offset by the repayment of the outstanding balance of our term loan A facility of $362.5 million, neither of which occurred in the same period in the prior year. Additionally, there was an increase in other payments of principal related to our long-term debt, which were $138.5 million in the nine months ended September 30, 2025 compared to $12.0 million during the nine months ended September 30, 2024. In February, May and August 2025, we voluntarily prepaid $44.5 million, $39.0 million and $50.0 million, respectively, of the outstanding principal balance on our term loan B facility.

During the nine months ended September 30, 2024, we made payments for deferred and contingent consideration of $103.9 million, of which $97.7 million related to the deferred consideration for the 2022 acquisition of Only About Children and $6.2 million related to the contingent consideration for a 2021 acquisition. We did not make any payments for deferred consideration in the same period in 2025.

During the nine months ended September 30, 2025 we used $104.7 million in cash for share repurchases, compared to no repurchases during the same period in 2024, and taxes paid related to the net share settlement of stock options and restricted stock increased to $15.2 million in the nine months ended September 30, 2025, compared to $4.8 million in the same period in 2024. Proceeds received from the exercise of stock options in the nine months ended September 30, 2025 of $11.8 million decreased from $24.8 million in the nine months ended September 30, 2024 due to a lower volume of transactions.

Debt

Our senior secured credit facilities consist of our term loan B facility (the “term loan B”) and our $900 million multi-currency revolving credit facility (the “revolving credit facility”). Prior to April 17, 2025, our senior secured credit facilities also included our term loan A facility (the “term loan A”).

Long-term debt obligations were as follows:


	September 30, 2025		December 31, 2024

	(In thousands)
Term loan B	$	450,000	$	583,500
Term loan A	—		367,500
Revolving credit facility	469,321		—
Deferred financing costs and original issue discount	(2,475)		(4,051)
Total debt	916,846		946,949
Less current portion of term loans	—		(28,500)
Less current portion of revolving credit facility	(169,321)		—
Long-term debt	$	747,525	$	918,449

Table of Contents

As noted above, on April 17, 2025, we amended our existing senior secured credit facilities to, among other changes, increase the borrowing capacity of our revolving credit facility from $400 million to $900 million and extend the date of maturity. On the closing date, we used proceeds from the revolving credit facility to repay the outstanding balances under the term loan A, which was scheduled to mature on November 23, 2026. On December 11, 2024, we amended our existing senior secured credit facilities to, among other changes, reduce the applicable interest rates of the term loan B.

The term loan B matures on August 21, 2032 and as a result of voluntary prepayments totaling $133.5 million in 2025, the remaining principal balance of $450 million is due at maturity.

The revolving credit facility matures on April 17, 2030. At September 30, 2025, borrowings outstanding on the revolving credit facility were $468.0 million and letters of credit outstanding were $20.2 million, with $411.8 million available for borrowing. At December 31, 2024, there were no borrowings outstanding on the revolving credit facility, and letters of credit outstanding were $15.2 million, with $384.8 million available for borrowing. Additionally, a AU$5 million (USD$3.3 million) uncommitted working capital credit facility is available in Australia for short-term borrowing purposes. As of September 30, 2025 and December 31, 2024, there were AU$2.0 million (USD$1.3 million) and no borrowings outstanding under this facility, respectively.

Borrowings under the credit facilities are subject to variable interest. We mitigate our interest rate exposure with interest rate cap agreements. In December 2021, we entered into interest rate cap agreements with a total notional value of $900 million. Interest rate cap agreements for $600 million, which had a forward starting effective date of October 31, 2023 and expire on October 31, 2025, provide us with interest rate protection in the event the one-month term SOFR rate increases 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 us with interest rate protection in the event the one-month term SOFR rate increases above 2.9%.

In March and July 2025, we 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 have forward starting effective dates of October 31, 2025, provide us 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.

The blended weighted average interest rate for the term loans and revolving credit facility was 4.30% and 4.93% for the nine months ended September 30, 2025 and 2024, respectively, including the impact of the cash flow hedges. Based on our current interest rate projections, we estimate that our overall weighted average interest rate will approximate 5.00% for the remainder of 2025, inclusive of the effects of the cash flow hedges.

The revolving credit facility requires Bright Horizons Family Solutions LLC, the borrower, and its restricted subsidiaries, to comply with a maximum first lien net leverage ratio. A breach of this covenant is subject to certain equity cure rights. The credit agreement governing the senior secured credit facilities contains certain customary affirmative covenants and events of default. We were in compliance with our financial covenant at September 30, 2025. Refer to Note 6, Credit Arrangements and Debt Obligations, to our condensed consolidated financial statements for additional information on our debt and credit arrangements, future principal payments of long-term debt, and covenant requirements.

Critical Accounting Policies

For a discussion of our “Critical Accounting Policies,” refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to our critical accounting policies since December 31, 2024.

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in interest rates and fluctuations in foreign currency exchange rates. We do not believe there have been material changes in our exposure to interest rate or foreign currency exchange rate fluctuations since December 31, 2024. See Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” in our Annual Report on Form 10-K for the year ended December 31, 2024 for further information regarding market risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of September 30, 2025, 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 September 30, 2025.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are, from time to time, subject to claims, suits, and matters arising in the ordinary course of business. Such claims have in the past generally been covered by insurance, 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. 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 we cannot predict the ultimate outcome of any such actions.

Item 1A. Risk Factors

Our operations and financial results are subject to various risks and uncertainties, which could adversely affect our business, financial condition and operating results. We believe that these risks and uncertainties include, but are not limited to, those disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2024. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties, not presently known to us or that we currently deem immaterial, could materially impair our business, financial condition or results of operations. There have been no material changes to our risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The table below sets forth information regarding purchases of our common stock during the three months ended September 30, 2025:


Period	Total Number of Shares (or Units) Purchased (1) (a)	Average Price Paid per Share (or Unit) (b)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (2) (c)	Approximate Dollar Value of Shares/Units that May Yet Be Purchased Under the Plans or Programs (In thousands) (3) (d)

July 1, 2025 to July 31, 2025	308,012	$	115.28	307,862	$	458,621
August 1, 2025 to August 31, 2025	10,712	$	117.83	—	$	458,621
September 1, 2025 to September 30, 2025	90,515	$	108.58	90,500	$	448,794
	409,239			398,362

(1)The Company purchased an aggregate of 10,877 shares during the three months ended September 30, 2025, which shares were withheld for tax payments due upon the vesting of employee restricted stock unit awards. The shares were valued using the transaction date and closing stock price for purposes of such tax withholdings. Shares retired in connection with the payment of tax withholding obligations are not included in, and are not counted against, our share repurchase authorization.

(2)The board of directors of the Company authorized a share repurchase program of up to $500 million of the Company’s outstanding common stock effective June 3, 2025. The share repurchase program has no expiration date. The June 2025 share repurchase program replaced and canceled the prior share repurchase program of up to $400 million announced December 2021, of which approximately $58.9 million remained available thereunder. The Company repurchased 398,362 shares under the board-authorized programs during the three months ended September 30, 2025. All previously repurchased shares have been retired.

(3)The number shown represents, as of the end of each period, the approximate dollar value of the Company’s outstanding common stock that may yet be purchased under the Company’s publicly announced share repurchase program as described in footnote (2) above. Such shares may be purchased, from time to time, depending on business and market conditions.

Table of Contents

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On August 7, 2025, Mary Lou Burke Afonso, Chief Operating Officer, North America Center Operations, adopted a stock trading plan for the sale of up to 6,000 shares of the Company's common stock until May 15, 2026. This trading plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.

Other than as disclosed above, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction, or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the three months ended September 30, 2025.

Item 6. Exhibits

(a) Exhibits:


Exhibit Number						Exhibit Title
10.1						Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of August 21, 2025, by and among Bright Horizons Family Solutions LLC, Bright Horizons Capital Corp., certain other subsidiaries of the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and the Lenders party thereto. (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K, File No. 001-35780, filed August 21, 2025) (1)
31.1*						Principal Executive Officer Certification Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Principal Financial Officer Certification Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*						Inline XBRL Instance Document - the instance document does not appear in Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).


(1)			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.
*			Exhibits filed herewith.
**			Exhibits furnished herewith.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


BRIGHT HORIZONS FAMILY SOLUTIONS INC.
Date:	November 5, 2025	By:	/s/ Elizabeth Boland
			Elizabeth Boland
			Chief Financial Officer
			(Duly Authorized Officer)

BRIGHT HORIZONS FAMILY SOLUTIONS INC. 10-Q