Bright Horizons Family Solutions Inc 10-Q for FY2026 Q3
Bright Horizons Family Solutions Inc. (BFAM)
10-Q
2026-10-30
For: 2026-09-30
View Original
Added on
October 30, 2026
About this 10-Q
Bright Horizons Family Solutions Inc filed this 10-Q on October 30, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Bright Horizons Family Solutions Inc. reported $841.5 million revenue for the three months ended September 30, 2026, up 5%, but a $187.1 million operating loss after $290.0 million of goodwill impairment; back-up care revenue rose 13%. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $841.47M
- up 4.8% from $802.81M a year earlier
- Net loss
- $230.69M
- compared with net income of $78.55M a year earlier
- Diluted EPS
- -$4.76
- compared with $1.37 a year earlier
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, 2026
OR
| 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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification Number) | |||||||||||||
| (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 | ||||||||||||
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.
| ☒ | 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 22, 2026, there were 47,931,035 shares of common stock outstanding.
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
FORM 10-Q
For the quarterly period ended September 30, 2026
TABLE OF CONTENTS
| Page | ||||||||
2
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| (In thousands, except share data) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable — net of allowance for credit losses of $ | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Fixed assets — net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets — net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | $ | |||||||||
| Current portion of revolving credit facility | |||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Deferred revenue | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt — net | |||||||||||
| Operating lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Deferred revenue | |||||||||||
| Deferred income taxes | |||||||||||
| Total liabilities | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
3
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Unaudited)
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands, except share data) | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of services | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Goodwill impairment | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Income (loss) from operations | ( | ( | |||||||||||||||||||||
| Interest expense — net | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) before income tax | ( | ( | |||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Earnings (loss) per common share: | |||||||||||||||||||||||
| Common stock — basic | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Common stock — diluted | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Common stock — basic | |||||||||||||||||||||||
| Common stock — diluted | |||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
4
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||||||||
| Unrealized gain (loss) on cash flow hedges and investments, net of tax | ( | ( | |||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Comprehensive income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
5
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
| Three months ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| 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, 2026 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under the Equity Incentive Plan | — | — | |||||||||||||||||||||||||||||||||||||||
| Shares received in net share settlement of equity awards | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Retirement of treasury stock | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
| 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 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under the Equity Incentive Plan | — | ||||||||||||||||||||||||||||||||||||||||
| Shares received in net share settlement of equity awards | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Retirement of treasury stock | ( | — | ( | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
6
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
| Nine months ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| 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, 2026 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under the Equity Incentive Plan | — | ||||||||||||||||||||||||||||||||||||||||
| Shares received in net share settlement of equity awards | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Retirement of treasury stock | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
| 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 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under the Equity Incentive Plan | — | ||||||||||||||||||||||||||||||||||||||||
| Shares received in net share settlement of equity awards | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Retirement of treasury stock | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
7
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (In thousands) | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income (loss) | $ | ( | $ | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Goodwill impairment | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation expense | |||||||||||
| Long-lived asset impairment and other non-cash items | |||||||||||
| Deferred income taxes | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Accounts payable and accrued expenses | ( | ||||||||||
| Income taxes | ( | ( | |||||||||
| Deferred revenue | ( | ( | |||||||||
| Leases | ( | ( | |||||||||
| Other assets | ( | ( | |||||||||
| Other current and long-term liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Purchases of fixed assets — net | ( | ( | |||||||||
| Proceeds from debt securities and other investments | |||||||||||
| Purchases of debt securities and other investments | ( | ( | |||||||||
| Payments and settlements for acquisitions — net of cash acquired | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Borrowings under revolving credit facility | |||||||||||
| Payments under revolving credit facility | ( | ( | |||||||||
| Borrowings of long-term debt — net of issuance costs | |||||||||||
| Principal payments of long-term debt | ( | ( | |||||||||
| Payments of revolving credit facility debt issuance costs | ( | ( | |||||||||
| Purchase of treasury stock | ( | ( | |||||||||
| Proceeds from issuance of common stock upon exercise of options | |||||||||||
| Taxes paid related to the net share settlement of equity awards | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rates on cash, cash equivalents and restricted cash | ( | ||||||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash — beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash — end of period | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
8
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
| Nine months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (In thousands) | |||||||||||
| RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash, included in prepaid expenses and other current assets | |||||||||||
| Restricted cash, included in other assets | |||||||||||
| Total cash, cash equivalents and restricted cash — end of period | $ | $ | |||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | |||||||||||
| Cash payments of interest | $ | $ | |||||||||
| Cash received from cash flow hedges of interest rate risk | $ | $ | |||||||||
| Cash payments of income taxes (net of refunds in 2026) | $ | $ | |||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | |||||||||
| NON-CASH TRANSACTIONS: | |||||||||||
| Fixed asset purchases recorded in accounts payable and accrued expenses | $ | $ | |||||||||
| Operating right-of-use assets obtained in exchange for operating lease liabilities — net | $ | $ | |||||||||
| Treasury stock purchases in other current liabilities | $ | $ | |||||||||
| Restricted stock reclassified from other current liabilities to equity upon vesting | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
9
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 early education and child care, comprehensive back-up care solutions, and educational advisory services for employers and families in the United States, the United Kingdom, the Netherlands, Australia and India. The Company provides services designed to support both working families and employers' workforce strategies by supporting their employees across life and career stages, and improving employee recruitment, engagement, productivity, retention, and career advancement. The Company provides services primarily under multi-year contracts with employer-clients who offer early education and child care, back-up care, and educational advisory services as part of their employee benefits package.
As of September 30, 2026, the Company operated 979 early education and child care centers.
Basis of Presentation — The accompanying unaudited condensed consolidated balance sheet as of September 30, 2026 and the unaudited condensed consolidated statements of income (loss), comprehensive income (loss), changes in stockholders’ equity, and cash flows for the interim periods ended September 30, 2026 and 2025 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required in accordance with U.S. GAAP for complete financial statements and should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.
In the opinion of the Company’s management, the Company’s unaudited condensed consolidated balance sheet as of September 30, 2026 and the unaudited condensed consolidated statements of income (loss), comprehensive income (loss), changes in stockholders’ equity, and cash flows for the interim periods ended September 30, 2026 and 2025, reflect all adjustments (consisting only of normal and recurring adjustments) necessary to present fairly the results of the interim periods presented, except for the non-recurring goodwill impairment of $296.3 million recorded during the nine months ended September 30, 2026, which is described in Note 5, Goodwill and Intangible Assets. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year.
During the three months ended September 30, 2026, the Company elected to revise the presentation in the statement of cash flows of routine borrowings and repayments with original maturities of 90 days or less under its revolving credit facility to be presented on a net basis. For the nine months ended September 30, 2026 and 2025, such amounts are included in borrowings under revolving credit facility within financing activities. Prior period amounts have been reclassified to conform to the current period presentation. The reclassification decreased the amount presented in financing activities as borrowings and repayments by $67.5
Stockholders’ Equity — The board of directors of the Company authorized a new share repurchase program of up to $600 million (exclusive of fees, commissions or other expenses) of the Company’s outstanding common stock effective March 9, 2026. The new share repurchase program has no expiration date and canceled and replaced the prior share repurchase program of up to $500 million announced in June 2025, of which approximately $127.6 million remained available thereunder. The shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with federal securities law, including under Rule 10b5-1 plans or accelerated share repurchase programs. During the nine months ended September 30, 2026, the Company repurchased approximately 7.7 million shares for $557.7 million under the repurchase program (resulting in a $5.4 million excise tax liability). During the nine months ended September 30, 2025, the Company repurchased approximately 0.9 million shares for $106.0 million under the repurchase program (resulting in a $0.7 million excise tax liability). Share repurchases are initially recorded to treasury stock at cost. Upon retirement, the par value of the share repurchases are recorded to common stock with the excess of the purchase price over par first recorded against any available additional paid in capital (“APIC”) and the balance recorded to retained earnings. Due to the volume of share repurchases under the authorized share repurchase program during the nine months ended September 30, 2026, the Company has no remaining balance in APIC as of September 30, 2026. All repurchased shares have been retired and, as of September 30, 2026, $244.3 million remained available under the Board-approved repurchase program.
10
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, 2026 | |||||||||||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||||||||
| Outside North America | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Three months ended September 30, 2025 | |||||||||||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||||||||
| Outside North America | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Full service center-based child care | Back-up care | Educational advisory services | Total | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Nine months ended September 30, 2026 | |||||||||||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||||||||
| Outside North America | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Nine months ended September 30, 2025 | |||||||||||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||||||||
| Outside North America | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
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 $295.8 million and $273.1 million as revenue during the nine months ended September 30, 2026 and 2025, respectively, which was included in the deferred revenue balance at the beginning of each respective period.
Remaining Performance Obligations
The Company does not disclose the value of unsatisfied performance obligations for contracts with an original contract term of one year or less, or for variable consideration allocated to the unsatisfied performance obligation of a series of services. The transaction price allocated to the remaining performance obligations relates to services that are paid or invoiced in advance. The Company’s remaining performance obligations not subject to the practical expedients were not material.
11
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, 2026 and December 31, 2025, 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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
Operating lease expense (1) | $ | $ | $ | $ | |||||||||||||||||||
Variable lease expense (1) | |||||||||||||||||||||||
| Total lease expense | $ | $ | $ | $ | |||||||||||||||||||
(1) Excludes short-term lease expense and sublease income, which were immaterial for the periods presented.
Operating lease expense for the nine months ended September 30, 2026 includes impairment losses on operating lease right-of-use assets of $11.1 million. Refer to Note 9, Fair Value Measurements, and Note 11, Segment Information, for additional information.
Other Information
The weighted average remaining lease term and the weighted average discount rate were as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Weighted average remaining lease term (in years) | |||||||||||
| Weighted average discount rate | |||||||||||
Maturity of Lease Liabilities
The following table summarizes the maturity of lease liabilities as of September 30, 2026:
| Operating Leases | |||||
| (In thousands) | |||||
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total lease payments | |||||
| Less imputed interest | ( | ||||
| Present value of lease liabilities | |||||
Less current portion of operating lease liabilities | ( | ||||
| Long-term operating lease liabilities | $ | ||||
12
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
During the year ended December 31, 2025, the Company acquired three centers in the United Kingdom in two separate business acquisitions, which were each accounted for as a business combination. The businesses were acquired for aggregate cash consideration of $6.8 million, net of $0.3 million cash acquired, and $0.1 million of deferred consideration, and are subject to adjustments from the settlement of the final working capital. The Company recorded goodwill of $4.9 million related to the full service center-based child care segment for these acquisitions, which will not be deductible for tax purposes. In addition, the Company recorded intangible assets of $0.5 million.
The determination and allocation of purchase price consideration is based on preliminary estimates of fair value; such estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). As of September 30, 2026, the purchase price allocation for one of these acquisitions remains open as the Company gathers additional information regarding the assets acquired and the liabilities assumed. The operating results for the acquired businesses are included in the consolidated results of operations from the date of acquisition and were not material to the Company’s financial results.
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, 2026 | $ | $ | $ | $ | |||||||||||||||||||
| Impairment losses | ( | ( | |||||||||||||||||||||
| Effect of foreign currency translation | ( | ||||||||||||||||||||||
| Adjustments to prior year acquisitions | ( | ( | |||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||
The Company completed its annual goodwill impairment assessment as of October 1, 2026. The Company performed a quantitative goodwill impairment test for its reporting unit within full service center-based child care related to the full service operations outside North America and determined that the carrying value of the reporting unit exceeded its fair value. As a result, the Company recorded goodwill impairment losses of $290.0 million. The impairment losses resulted from a reduction in long-term cash flow projections primarily associated with the Company’s operations in Australia, which was not offset by the expected cash flows of the remaining full service operations outside North America. Fair value was estimated using a discounted cash flow model and market-derived valuation assumptions. The Company performed qualitative assessments for the remaining reporting units in conjunction with its annual impairment assessment as of October 1, 2026, noting that a quantitative test was not required.
During the nine months ended September 30, 2026, the Company identified other indicators of impairment and recorded impairment losses of $6.3 million related to an immaterial foreign reporting unit within full service specializing in tutoring services.
Impairment losses are included in operating income (loss) under the caption “Goodwill impairment.” Refer to Note 9, Fair Value Measurements, and Note 11, Segment Information, for additional information.
13
The Company also has intangible assets, which consisted of the following as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | Cost | Accumulated amortization | Net carrying amount | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Definite-lived intangible assets: | ||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | ||||||||||||||||||||||
| Trade names | ( | |||||||||||||||||||||||||
| ( | ||||||||||||||||||||||||||
| Indefinite-lived intangible assets: | ||||||||||||||||||||||||||
| Trade names | — | |||||||||||||||||||||||||
| $ | $ | ( | $ | |||||||||||||||||||||||
During the three months ended September 30, 2026, the Company recorded impairment losses of approximately $4.0 million for customer relationships related to our full service center-based child care operations in Australia, which were included in selling, general, and administrative expenses on the income statement.
| December 31, 2025 | Cost | Accumulated amortization | Net carrying amount | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Definite-lived intangible assets: | ||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | ||||||||||||||||||||||
| Trade names | ( | |||||||||||||||||||||||||
| ( | ||||||||||||||||||||||||||
| Indefinite-lived intangible assets: | ||||||||||||||||||||||||||
| Trade names | — | |||||||||||||||||||||||||
| $ | $ | ( | $ | |||||||||||||||||||||||
The Company estimates that it will record amortization expense related to intangible assets existing as of September 30, 2026 as follows:
| Estimated amortization expense | |||||
| (In thousands) | |||||
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| $ | |||||
14
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 term loan A facility (“term loan A” and, together with term loan B, the “term loans”), as well as a $1.0 billion multi-currency revolving credit facility (“revolving credit facility”).
Long-term debt obligations were as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (In thousands) | |||||||||||
| Term loan B | $ | $ | |||||||||
| Term loan A | |||||||||||
| Revolving credit facility | |||||||||||
| Deferred financing costs and original issue discount | ( | ( | |||||||||
| Total debt | |||||||||||
| Less current portion of term loans | ( | ||||||||||
| Less current portion of revolving credit facility | ( | ( | |||||||||
| Long-term debt | $ | $ | |||||||||
On June 1, 2026, the Company amended its existing senior secured credit facilities to, among other changes, issue a $375 million new term loan A facility as well as increase the borrowing capacity of its revolving credit facility from $900 million to $1.0 billion. On the closing date, the proceeds of the term loan A, together with cash on hand, were used to repay outstanding borrowings under the revolving credit facility, including all outstanding interest and related fees and expenses. In conjunction with the amendment, the Company capitalized $1.8 million in fees that will be amortized over the term of the senior secured credit facilities, of which $1.4 million related to the term loan A that have been recorded as deferred financing costs in long-term debt and $0.4 million related to the revolving credit facility that have been recorded in other assets.
On August 21, 2025, the Company amended its existing senior secured credit facilities to, among other changes, refinance the existing term loan B and to extend the maturity date. On the closing date, the Company used its revolving credit facility to prepay $50 million of the outstanding principal amount of the existing term loan B. In conjunction with the amendment, the Company recorded expense of $1.9 million and capitalized $0.2 million in fees to new lenders that have been recorded as deferred financing costs in long-term debt and will be amortized over the term of the credit facility.
On April 17, 2025, the Company amended its existing senior secured credit facilities to, among other changes, increase the borrowing capacity of its revolving credit facility from $400 million to $900 million and extend the maturity date. On the closing date, the Company used $362.5 million from its revolving credit facility to repay the outstanding balances under the previous term loan A. In conjunction with the amendment, the Company recorded expense of $0.6 million and capitalized $2.9 million in fees that have been recorded in other assets and will be amortized over the term of the revolving credit facility.
All borrowings under the credit facilities are subject to variable interest. The effective interest rate for the term loans was 5.54 % and 5.47 % as of September 30, 2026 and December 31, 2025, respectively, and the weighted average interest rate was 5.37 % and 6.06 % for the nine months ended September 30, 2026 and 2025, respectively, prior to the effects of any interest rate hedge arrangements.
The effective interest rate for the revolving credit facility was 5.29 % and 4.96 % as of September 30, 2026 and December 31, 2025, respectively, and the weighted average interest rate was 5.00 % and 5.83 % for the nine months ended September 30, 2026 and 2025, respectively, prior to the effects of any interest rate hedge arrangements. The effective interest rate on the revolving credit facility may fluctuate from borrowing to borrowing for various reasons, including changes in the term benchmark or base interest rate, and the selected interest period as terms may vary between under-30 day and over-30 day borrowings.
Term Loan B
As noted above, the terms of the term loan B were amended on August 21, 2025.
The term loan B matures on August 21, 2032. Borrowings under the amended term loan B bear interest at a rate per annum equal to the base rate plus a margin of 0.75 % or the term Secured Overnight Financing Rate (“SOFR”) plus a margin of 1.75 %. The term SOFR option is one, three or six month SOFR, as selected by the Company, or, with the approval of the applicable lenders, twelve months or less than one month term SOFR, subject to an interest rate floor of 0.50 %. The base rate is the highest of (x) the prime rate quoted by The Wall Street Journal, (y) the greater of the federal funds rate and the overnight bank funding rate, in either case, plus 0.50 %, and (z) one-month term SOFR plus 1.00 %, subject to an interest rate floor of 1.50 %.
15
Prior to the August 2025 amendment, the term loan B required quarterly principal payments equal to 1 % per annum of the aggregate principal amount of the term loan B outstanding as of December 11, 2024, the date the Company previously amended its senior secured credit facility, with the remaining principal balance due at maturity. Effective as of December 11, 2024, borrowings under the term loan B bore interest at a rate per annum of 1.00 % over the base rate, or 2.00 % over the selected term SOFR rate. Effective as of January 2025, borrowings under the term loan B bore interest at a rate per annum of 0.75 % over the base rate, or 1.75 % over the selected term SOFR rate. The base rate was subject to an interest rate floor of 1.50 % and the selected term SOFR rate was subject to an interest rate floor of 0.50 %.
In February 2025, the Company voluntarily prepaid $44.5 million of the outstanding principal balance on its term loan B, which satisfied the remaining annual principal payments due until maturity. In May 2025 and August 2025, the Company utilized its revolving credit facility to prepay $39.0 million and $50.0 million, respectively, of the outstanding principal balance on its term loan B to lower borrowing costs.
Term Loan A
As noted above, the Company issued a $375 million term loan A facility on June 1, 2026.
The term loan A matures on April 17, 2030 and requires scheduled quarterly amortization payments equal to 2.5 % per annum of the original aggregate principal amount of the term loan A for the period commencing September 30, 2026 through and including June 30, 2028, increasing to 5.0 % per annum thereafter through March 30, 2030. The remaining principal balance is due at maturity. Borrowings under the term loan A bear interest at a rate per annum equal to the term SOFR rate plus a margin ranging from 1.25 % to 1.75 % or base rate plus a margin ranging from 0.25 % to 0.75 %. The term SOFR option is one, three or six month SOFR, as selected by the Company or, with the approval of the applicable lenders, twelve months or less than one month SOFR, subject to an interest rate floor of 0.00 %. The base rate is the highest of (x) the prime rate quoted by The Wall Street Journal, (y) the greater of the federal funds rate and the overnight bank funding rate, in either case, plus 0.50 %, and (z) one-month term SOFR plus 1.00 %, subject to an interest rate floor of 1.00 %.
As noted above, balances outstanding under the previous term loan A facility were repaid on April 17, 2025 using availability under the revolving credit facility. Prior to the April 2025 debt amendment, the previous term loan A was scheduled to mature on November 23, 2026 and required quarterly principal payments equal to 2.5 % per annum of the original aggregate principal amount of the previous term loan A in each of the first three years, 5.0 % in the fourth year, and 7.5 % in the fifth year. The remaining principal balance was due at maturity. Borrowings under the previous term loan A bore interest at a rate per annum ranging from 0.50 % to 0.75 % over the base rate, or 1.50 % to 1.75 % over the adjusted term SOFR rate. The base rate was subject to an interest rate floor of 1.00 % and the adjusted term SOFR rate was subject to an interest rate floor of 0.00 %.
Revolving Credit Facility
As noted above, the terms of the revolving credit facility were amended on June 1, 2026 and April 17, 2025.
The revolving credit facility matures on April 17, 2030. However, if there is any additional material indebtedness maturing on or before April 17, 2030, the maturity date will be 91 days prior to the maturity of that material indebtedness, unless the Company satisfies a minimum liquidity threshold test as of that date. As of September 30, 2026, the Company does not hold any material indebtedness maturing before April 17, 2030.
As of September 30, 2026, borrowings outstanding on the revolving credit facility were $543.1 million (composed of $475.0 million, €39.8 million and £17.3 million) and letters of credit outstanding were $20.2 million, with $436.0 million available for borrowing. Since the revolving credit facility has a contractual maturity in excess of 12 months from the balance sheet date and the Company has the ability and intends to renew borrowings of at least $260 million through September 30, 2027, such balance has been presented as long-term on the condensed consolidated balance sheet at September 30, 2026. As of December 31, 2025, borrowings outstanding on the revolving credit facility were $496.5 million (composed of $370.0 million, €71.8 million and £31.4 million) and letters of credit outstanding were $20.2 million, with $383.7 million available for borrowing.
Borrowings held in USD under the revolving credit facility bear interest at a rate per annum ranging from 0.25 % to 0.75 % over the base rate (as defined in the credit agreement), or 1.25 % to 1.75 % over the term SOFR rate. The base rate is subject to an interest rate floor of 1.00 % and the term SOFR rate is subject to an interest rate floor of 0.00 %. Prior to the April 17, 2025 amendment, borrowings under the revolving credit facility bore interest at a rate per annum ranging from 0.50 % to 0.75 % over the base rate, or 1.50 % to 1.75 % over the adjusted term SOFR rate.
Borrowings held in Euros under the revolving credit facility bear interest at a rate per annum equal to the Euro Interbank Offered Rate “Euribor” subject to an interest rate floor of 0.00 % plus applicable margin between 1.25 % and 1.75 %. Borrowings held in British pounds under the revolving credit facility bear daily interest at a rate per annum equal to the Sterling Overnight Index Average rate, or SONIA, subject to an interest rate floor of 0.00 % plus a 0.0326 % spread adjustment in addition to an applicable margin between 1.25 % and 1.75 %.
16
In 2024, the Company entered into a AU$5 million (USD$3.3 million) uncommitted working capital credit facility in Australia for short-term borrowing purposes. In 2026, the line of credit was increased to AU$9.4 million (USD$6.5 million). As of September 30, 2026, there were no borrowings outstanding under this facility, and as of December 31, 2025, there were AU$4.5 million (USD$3.0 million) of borrowings outstanding. The effective interest rate as of December 31, 2025 was 5.59 % and the weighted average interest rate for the nine months ended September 30, 2026 was 6.36 % for this working capital credit facility.
Debt Covenants
All obligations under the senior secured credit facilities are secured by substantially all the assets of the Company’s material U.S. subsidiaries. The senior secured credit facilities contain a number of covenants that, among other things and subject to certain exceptions, may restrict the ability of Bright Horizons Family Solutions LLC (the “Borrower”), the Company’s wholly-owned subsidiary, and its restricted subsidiaries, to: incur liens; make investments, loans, advances and acquisitions; incur additional indebtedness or guarantees; pay dividends on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness; engage in transactions with affiliates; sell assets, including capital stock of the Company’s subsidiaries; alter the business conducted; enter into agreements restricting the Company’s subsidiaries’ ability to pay dividends; and consolidate or merge.
In addition, the credit agreement governing the senior secured credit facilities requires Bright Horizons Capital Corp. (the “Guarantor”), the Company’s direct subsidiary, to be a passive holding company, subject to certain exceptions. The Company is the ultimate parent of the Guarantor and the Borrower and the Company’s material assets are held, and operations are conducted, by the Borrower and its subsidiaries. The term loan A and the revolving credit facility require the Borrower and its restricted subsidiaries to comply with a maximum first lien net leverage ratio not to exceed 4.25 to 1.00. A breach of the applicable covenant is subject to certain equity cure rights.
As of September 30, 2026, future principal payments of long-term debt are as follows for the years ending December 31:
| Long-term debt | |||||
| (In thousands) | |||||
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total future principal payments | $ | ||||
Derivative Financial Instruments
The Company is subject to interest rate risk as all borrowings under the senior secured credit facilities are subject to variable interest rates. The Company’s risk management policy permits using derivative instruments to manage interest rates and other risks. The Company uses interest rate caps to manage a portion of the risk related to changes in cash flows from interest rate movements.
In December 2021, the Company entered into interest rate cap agreements with a total notional value of $900 million, designated and accounted for as cash flow hedges from inception. Interest rate cap agreements for $600 million, which had a forward starting effective date of October 31, 2023 and expired on October 31, 2025, provided the Company with interest rate protection in the event the one-month term SOFR rate increased above 2.4 %. Interest rate cap agreements for $300 million, which had a forward starting effective date of October 31, 2023 and expire on October 31, 2026, provide the Company with interest rate protection in the event the one-month term SOFR rate increases above 2.9 %.
In March and July 2025, the Company entered into additional interest rate cap agreements with a total notional value of $150 million and $100 million, respectively, designated and accounted for as cash flow hedges from inception. The March and July 2025 interest rate cap agreements, both of which had forward starting effective dates of October 31, 2025, provide the Company with interest rate protection in the event the one-month term SOFR rate increases above 3.5 % and 3.0 %, respectively, and expire on October 31, 2027 and October 31, 2026, respectively.
17
In February and October 2026, 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 a cash flow hedge from inception. The February and October 2026 interest rate cap agreements, both of which have a forward starting effective date of October 30, 2026, provide the Company with interest rate protection in the event the one-month term SOFR rate increases above 2.75 % and 3.5 %, respectively, and expire on October 31, 2027 and October 31, 2028, 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, 2026 | December 31, 2025 | |||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Interest rate caps - asset | Prepaid and other current assets | $ | $ | |||||||||||||||||
| Interest rate caps - asset | Other assets | $ | $ | |||||||||||||||||
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, 2026 | ||||||||||||||||||||||||||
| Cash flow hedges | $ | Interest expense — net | $ | $ | ||||||||||||||||||||||
| Income tax effect | ( | Income tax expense | ( | ( | ||||||||||||||||||||||
| Net of income taxes | $ | $ | $ | |||||||||||||||||||||||
| Three months ended September 30, 2025 | ||||||||||||||||||||||||||
| Cash flow hedges | $ | ( | Interest expense — net | $ | $ | ( | ||||||||||||||||||||
| Income tax effect | Income tax expense | ( | ||||||||||||||||||||||||
| Net of income taxes | $ | ( | $ | $ | ( | |||||||||||||||||||||
| 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, 2026 | ||||||||||||||||||||||||||
| Cash flow hedges | $ | Interest expense — net | $ | $ | ||||||||||||||||||||||
| Income tax effect | ( | Income tax expense | ( | ( | ||||||||||||||||||||||
| Net of income taxes | $ | $ | $ | |||||||||||||||||||||||
| Nine months ended September 30, 2025 | ||||||||||||||||||||||||||
| Cash flow hedges | $ | ( | Interest expense — net | $ | $ | ( | ||||||||||||||||||||
| Income tax effect | Income tax expense | ( | ||||||||||||||||||||||||
| Net of income taxes | $ | ( | $ | $ | ( | |||||||||||||||||||||
During the next 12 months, the Company estimates that a net gain of $2.2 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.
18
7. EARNINGS (LOSS) PER SHARE
The following tables set forth the computation of basic and diluted earnings (loss) per share:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands, except share data) | |||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Weighted average common shares outstanding — basic | |||||||||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||||||||
| Weighted average common shares outstanding — diluted | |||||||||||||||||||||||
| Earnings (loss) per common share — basic | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Earnings (loss) per common share — diluted | $ | ( | $ | $ | ( | $ | |||||||||||||||||
8. INCOME TAXES
The Company’s effective income tax rates for the three and nine months ended September 30, 2026 were not meaningful due to the impact of the non-deductible goodwill impairment and resulting pretax loss. For the three and nine months ended September 30, 2025, the effective income tax rates were 27.7 % and 27.4 %, respectively. The effective income tax rate may fluctuate from quarter to quarter for various reasons, including changes to income (loss) before income tax, jurisdictional mix of income (loss) before income tax, unbenefited losses, valuation allowances, jurisdictional income tax rate changes, as well as discrete items such as non-deductible 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 each of the three months ended September 30, 2026 and 2025, the net shortfall tax expense from stock-based compensation increased tax expense by $0.1 3.3 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. For the three months ended September 30, 2026 and 2025, prior to the inclusion of the excess tax benefit (shortfall tax expense), other discrete items and unbenefited losses in certain foreign jurisdictions, the effective income tax rate approximated 28 28 27 %, respectively.
The Company’s unrecognized tax benefits were $1.1 million and $1.0 million as of September 30, 2026 and December 31, 2025, respectively, inclusive of interest.
The Company and its domestic subsidiaries are subject to U.S. federal income tax as well as tax in multiple state jurisdictions. U.S. federal income tax returns are typically subject to examination by the Internal Revenue Service and the statute of limitations for federal tax returns is three years. The Company’s filings for the tax years 2022 through 2024 are subject to audit based upon the federal statute of limitations.
State income tax returns are generally subject to examination for a period of three to four years after filing of the respective return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. The Company’s filings for the tax years 2021 through 2024 are subject to audit based upon the statute of limitations.
19
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.
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 values of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable and accrued expenses approximate their fair values due to their short-term nature.
Financial instruments that potentially expose the Company to concentrations of credit risk consist mainly of cash and accounts receivable. The Company mitigates its exposure by maintaining its cash in financial institutions of high credit standing. The Company’s accounts receivable are derived primarily from the services it provides, and the related credit risk is dispersed across many clients in various industries with no single client accounting for more than 10% of the Company’s net revenue or accounts receivable. No significant credit concentration risk existed as of September 30, 2026.
Long-term Debt — The Company’s term loans are recorded at adjusted cost, net of original issue discounts and deferred financing costs. The fair value of the Company’s term loans is based on current bid prices or prices for similar instruments from active markets and is classified as Level 2. The Company's revolving credit facility is recorded at cost, and its fair value is classified as Level 2. As of September 30, 2026 and December 31, 2025, the estimated fair value approximated the carrying value of the total long-term debt.
Derivative Financial Instruments — The Company’s derivative financial instruments, comprised of interest rate cap agreements, are recorded at fair value and estimated using market-standard valuation models. Such models project future cash flows and discount the future amounts to a present value using market-based observable inputs. Additionally, the fair value of the interest rate caps included consideration of credit risk. The Company used a potential future exposure model to estimate this credit valuation adjustment (“CVA”). The inputs to the CVA were largely based on observable market data, with the exception of certain assumptions regarding credit worthiness. As the magnitude of the CVA was not a significant component of the fair value of the interest rate caps, it was not considered a significant input. The fair value of the interest rate caps is classified as Level 2. As of September 30, 2026, the fair value of the interest rate cap agreements was $4.5 million, of which $0.3 million was recorded in prepaid expenses and other current assets and $4.2 million was recorded in other assets on the consolidated balance sheet. As of December 31, 2025, the fair value of the interest rate cap agreements was $2.2 million, of which $1.8 million was recorded in prepaid expenses and other current assets and $0.4 million was recorded in other assets on the consolidated balance sheet.
Debt Securities — The Company’s investments in debt securities, which are classified as available-for-sale, primarily consist of U.S. Treasury and U.S. government agency securities, corporate bonds and certificates of deposits. These securities are held in escrow by the Company’s wholly-owned captive insurance company and were purchased with restricted cash. As such, these securities are not available to fund the Company’s operations.
Debt securities are recorded at fair value. As of September 30, 2026, the fair value of the available-for-sale debt securities was $40.8 million and was classified based on the instruments’ maturity dates, with $12.7 million included in prepaid expenses and other current assets and $28.1 million in other assets on the consolidated balance sheet. As of December 31, 2025, the fair value of the available-for-sale debt securities was $39.5 million, with $15.4 million included in prepaid expenses and other current assets and $24.1 million in other assets on the consolidated balance sheet. As of September 30, 2026, debt securities classified as Level 1 and Level 2 had a fair value of $28.3 million and $12.5 million, respectively. As of December 31, 2025, debt securities classified as Level 1 and Level 2 had a fair value of $30.9 million and $8.6 million, respectively.
20
As of September 30, 2026 and December 31, 2025, the amortized cost was $41.4 million and $39.3 million, respectively. The debt securities held at September 30, 2026 had remaining contractual maturities ranging from less than one year to approximately 14 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, 2026 and 2025.
Nonrecurring Fair Value Estimates — During the nine months ended September 30, 2026, the Company recognized impairment losses of $313.1 million associated with its full service center-based child care segment. This includes $296.3 million related to goodwill, and $16.8 million related to operating lease right-of-use assets, fixed assets, and intangible assets. The Company continues to monitor developments in certain markets which could lead to additional future impairments.
In performing the quantitative analysis for goodwill, the Company compares the fair value of the reporting unit with its carrying amount. Fair value for each reporting unit is determined by estimating the present value of expected future cash flows, which are forecasted for each of the next 15 years, applying a long-term growth rate to the final year, discounted using the applicable discount rate. The Company classified goodwill as a Level 3 fair value measurement due to the lack of observable inputs used in the model.
The estimated fair value of the applicable long-lived assets was based on the fair value of the asset groups, calculated using a discounted cash flow model, with unobservable inputs. The fair value of the fixed assets and intangible assets was insignificant given the current and expected cash flows for the related centers, and the valuation of the lease right-of-use-assets considered the amount a market participant would pay for use of the asset. The Company classified the long-lived assets as Level 3 fair value measurements due to the lack of observable inputs used in the models.
Refer to Note 3, Leases, Note 5, Goodwill and Intangible Assets, and Note 11, Segment Information, for additional information about impairment losses.
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, 2026 | |||||||||||||||||||||||
Foreign currency translation adjustments(1) | Unrealized gain (loss) on cash flow hedges | Unrealized gain (loss) on investments | Total | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Balance at January 1, 2026 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) before reclassifications — net of tax | ( | ||||||||||||||||||||||
| Less: amounts reclassified from accumulated other comprehensive income — net of tax | |||||||||||||||||||||||
| Net other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Balance at September 30, 2026 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| 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 | $ | ( | $ | $ | $ | ( | |||||||||||||||||
| Other comprehensive income (loss) before reclassifications — net of tax | ( | ||||||||||||||||||||||
| Less: amounts reclassified from accumulated other comprehensive income — net of tax | |||||||||||||||||||||||
| Net other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Balance at September 30, 2025 | $ | ( | $ | $ | $ | ( | |||||||||||||||||
(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.
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11. SEGMENT INFORMATION
The Company’s reportable segments are comprised of (1) full service center-based child care, (2) back-up care, and (3
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 (loss) 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, 2026 | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
Cost of services (1) | |||||||||||||||||||||||
Goodwill impairment (2) | |||||||||||||||||||||||
Other segment items (3) | |||||||||||||||||||||||
| Income (loss) from operations | $ | ( | $ | $ | $ | ( | |||||||||||||||||
| Interest expense — net | ( | ||||||||||||||||||||||
| Loss before income tax | $ | ( | |||||||||||||||||||||
| Three months ended September 30, 2025 | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
Cost of services (1) | |||||||||||||||||||||||
Other segment items (3) | |||||||||||||||||||||||
| Income from operations | $ | $ | $ | $ | |||||||||||||||||||
| Interest expense — net | ( | ||||||||||||||||||||||
| Income before income tax | $ | ||||||||||||||||||||||
(1)As a result of recent safeguarding matters and associated claims, the Company incurred incremental expense of $23.4 2.4 million of net lease termination costs allocated to the full service center-based child care segment.
(2)During the three months ended September 30, 2026, the Company recorded goodwill impairment losses of $290.0 million as a result of its annual goodwill impairment assessment, which related to the full service center-based child care segment. Refer to Note 5, Goodwill and Intangible Assets, and Note 9, Fair Value Measurements, for additional information about impairment losses.
(3)Other segment items for each reportable segment includes selling, general and administrative expenses and amortization expense. For the three months ended September 30, 2026, selling, general and administrative expenses includes $4.0 million of long-lived asset impairment losses related to the full service center-based child care segment. Refer to Note 5, Goodwill and Intangible Assets, and Note 9, Fair Value Measurements, for additional information on impairment losses. For the three months ended September 30, 2025, selling, general and administrative expenses includes $1.3 million of costs incurred in connection with the August 2025 debt refinancing. Refer to Note 6, Credit Arrangements and Debt Obligations, for additional information on the August 2025 debt refinancing.
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| Full service center-based child care | Back-up care | Educational advisory services | Total | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Nine months ended September 30, 2026 | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
Cost of services (1) | |||||||||||||||||||||||
Goodwill impairment losses (2) | |||||||||||||||||||||||
Other segment items (3) | |||||||||||||||||||||||
| Income (loss) from operations | $ | ( | $ | $ | $ | ( | |||||||||||||||||
| Interest expense — net | ( | ||||||||||||||||||||||
| Loss before income tax | $ | ( | |||||||||||||||||||||
| Nine months ended September 30, 2025 | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
Cost of services (1) | |||||||||||||||||||||||
Other segment items (3) | |||||||||||||||||||||||
| Income from operations | $ | $ | $ | $ | |||||||||||||||||||
| Interest expense — net | ( | ||||||||||||||||||||||
| Income before income tax | $ | ||||||||||||||||||||||
(1)As a result of recent safeguarding matters and associated claims, the Company incurred incremental expense of $23.4 12.8 million of long-lived asset impairment losses related to the full service center-based child care segment. Refer to Note 3, Leases, Note 5, Goodwill and Intangible Assets, and Note 9, Fair Value Measurements, for additional information on impairment losses. For the nine months ended September 30, 2025, cost of services includes $2.4 million of net lease termination costs allocated to the full service center-based child care segment.
(2)During the nine months ended September 30, 2026, the Company recorded goodwill impairment losses of $296.3 million as a result of interim and annual goodwill impairment assessments, which related to the full service center-based child care segment. Refer to Note 5, Goodwill and Intangible Assets, and Note 9, Fair Value Measurements, for additional information about impairment losses.
(3)Other segment items for each reportable segment includes selling, general and administrative expenses and amortization expense. For the nine months ended September 30, 2026, selling, general and administrative expenses includes $4.0 million of long-lived asset impairment losses related to the full service center-based child care segment. Refer to Note 5, Goodwill and Intangible Assets, and Note 9, Fair Value Measurements, for additional information on impairment losses. For the nine months ended September 30, 2025, selling, general and administrative expenses includes $1.3 million of costs incurred in connection with the August 2025 debt refinancing. Refer to Note 6, Credit Arrangements and Debt Obligations, for additional information on the August 2025 debt refinancing.
Depreciation and amortization expense was $25.2 million and $24.0 million for the three months ended September 30, 2026 and 2025, respectively, and $73.0 million and $68.7 million for the nine months ended September 30, 2026 and 2025, respectively. Approximately 85
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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 other labor market impacts; future center closures and additional portfolio consolidation and impacts; our operations outside the United States; back-up care services, use types and utilization; enrollment trends and recovery and occupancy in both the United States and outside the United States, including the U.K.; our Australia business and operating conditions and operating performance; our center cohort occupancy levels; cost management and capital spending; investments in employees, wages, and expanded safeguarding expenditures; contributions and growth in our back-up care segment; the availability or lack of government support programs; tuition rate increases and pricing strategies; leases, terms and expirations; ability to respond to changing or volatile market conditions; our growth and strategic priorities; ability to grow and sustain our business; demand for services; our business model; our value proposition, client relations and partnerships; seasonality; macroeconomic trends and changing conditions, including uncertainty and inflationary or recessionary pressures; fluctuating interest rates; changes in laws and regulations; investments in segments and strategic opportunities; investments in technology, marketing, user experience and network supply; our opportunities for expansion; acquisitions, contributions and expected synergies; contingent consideration; amortization expense; our fair value estimates; goodwill from business combinations; future impairment losses; fixed assets; estimates and impact of employee equity transactions; unrecognized tax benefits and the impact of uncertain tax positions; our effective tax rate and estimates; the outcome of tax audits, settlements and tax liabilities; impact of tax benefits/expense; fluctuations, impact and estimates of foreign currency exchange rates and interest rates; our capital allocation; share repurchase program and future activity; the outcome of litigation, legal proceedings/claims, settlements and our insurance coverage, including the portion that is self-insured; our interest rates, weighted average interest rate, expense and impact of our interest rate cap agreements; credit risk; the use of derivatives or other market risk sensitive instruments; critical accounting policies and estimates; impact of new accounting pronouncements; our indebtedness; borrowings under our senior secured credit facilities; the need for additional debt or equity financing, including raising additional funds or refinancing our outstanding indebtedness, and our ability to obtain such financing; contractual and actual maturities; our sources, drivers and uses of cash flows and impacts of future cash flows in certain markets; our ability to fund operations and make capital expenditures and payments with cash and cash equivalents and borrowings; and our ability to meet financial obligations and comply with covenants of our senior secured credit facilities.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, changes in the demand for child care, dependent care and other workplace solutions, including variations in enrollment trends and lower than expected demand from employer sponsor clients as well as variations in workforce demographics and work environments; the constrained labor market for teachers and staff and ability to hire and retain talent, including the impact of increased compensation and labor costs; the availability or lack of government support programs, and the impact of available government child care benefit programs; our ability to respond to changing client and customer needs; competition in our industry; the possibility that acquisitions may disrupt our operations and expose us to additional risk; our ability to pass on our increased costs; our ability to maintain applicable licenses and registrations in the jurisdictions in which we operate; our indebtedness and the terms of such indebtedness; our ability to withstand seasonal fluctuations in the demand for our services; our ability to implement our growth strategies successfully; our ability to close underperforming centers or exit lease arrangements; changes in general economic, political, business and financial market conditions and other macroeconomic events and uncertainty, including the impact of inflation and interest rate fluctuations; fluctuations in currency exchange rates; the effects of a cyber-attack, data breach or other security incident on our information technology system or software or those of our third party vendors; changes in tax rates or policies; damage or harm to our brand or reputation or negative public perception, including as a result of incidents and media coverage; outcome of legal matters, claims, allegations, actual or threatened litigation and regulatory investigations and reviews; insurance risks including self-insured risks and excess coverage; changes in laws and regulations; and other risks and uncertainties more fully described in the “Risk Factors” section of our Annual Report on Form 10-K filed on February 26, 2026, and other factors disclosed from time to time in our other filings with the Securities and Exchange Commission.
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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, 2026, as compared to the three and nine months ended September 30, 2025. This discussion should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.
We are a leading provider of high-quality early education and child care, comprehensive back-up care solutions, and educational advisory services. Our offerings support both working families and employers' workforce strategies by supporting their employees across life and career stages, and improving employee recruitment, engagement, productivity, retention, and career advancement. We provide services primarily under multi-year contracts with employer-clients who offer early education and child care, back-up care, and educational advisory services as part of their employee benefits package.
As of September 30, 2026, we operated 979 early education and child care centers with the capacity to serve approximately 112,500 children in the United States, the United Kingdom, the Netherlands, Australia and India.
Our reportable segments are comprised of (1) full service center-based child care, (2) back-up care, and (3) educational advisory services. Full service center-based child care includes traditional center-based early education and child care, preschool, and elementary education. Back-up care consists of center-based back-up child care, in-home care for children and seniors, school-age programs (including camps and tutoring), pet care, self-sourced reimbursed care, and Sittercity, an online marketplace for families and caregivers. Educational advisory services include tuition assistance and student loan repayment program management, workforce education, related educational advising, and college admissions counseling services.
During the three months ended September 30, 2026, we saw strong growth in back-up care with a 13% year-over-year increase in revenue as a result of increased utilization. We also saw year-over-year revenue growth of 1% in our full service center-based child care segment, reflecting annual tuition rate increases offset by the effects of center closures. To track our continued improvement in occupancy rates, we monitor occupancy for a cohort of centers that has been operating since the 2021 fall enrollment cycle, and as of September 30, 2026, this cohort of centers totaled 712 centers. Occupancy represents utilization for each respective center and is calculated as the average full-time enrollment divided by the total operating capacity during the period. For the quarter ended September 30, 2026, 42% of these centers were more than 70% enrolled, 49% were between 40-70% enrolled and 9% were less than 40% enrolled, which reflects improved occupancy for the less than 40% enrolled cohort, as well as the effect of closing underperforming centers when compared to the same period in the prior year.
While we continue to see year-over-year growth in certain markets, our operating environment is impacted by increased operating costs, a tight labor market, shifting work demographics, challenging macroeconomic conditions, and varying enrollment demands, including in our U.K. and Australia full service business, where we have recently experienced more challenging operating conditions. We continue to assess trends and operating conditions in Australia and are focused on improving the overall operating performance, while exploring strategic alternatives, and where appropriate, closing centers that we do not believe have long-term potential. We continue to assess our global portfolio of centers through the evaluation of expected near-term and long-term performance, as well as our partnerships with clients. As a result, we routinely close underperforming centers and expect to continue to optimize our portfolio through the closure or other exit of centers identified in these evaluations over the next 12 months.
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We remain focused on the evolving needs of clients, families and children and on our strategic priorities of delivering high quality education and care services, connecting across our service lines, expanding our impact on new and existing customers and clients, and preserving our strong culture. We remain committed to serving the needs of families, clients and our employees and to continuing investments in our programs and service quality. To support our commitment to providing high quality services, we regularly review and refine our processes, policies, and training programs, including our safeguarding practices. In 2026, we continued to invest in safeguarding initiatives, including the implementation of cameras across our portfolio of centers, expanded training and oversight of our center based staff, and partnering with an independent, third-party safeguarding expert to augment our dedicated safeguarding team. We expect to continue making these investments, as appropriate, throughout the remainder of 2026 and beyond. We are confident in our value proposition, business model, the strength of our client partnerships, the strength of our balance sheet and liquidity position, and our ability to continue to respond to changing market conditions.
Results of Operations
The following table sets forth statement of income data as a percentage of revenue for the three months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | % | 2025 | % | ||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||
| Revenue | $ | 841,471 | 100.0 | % | $ | 802,812 | 100.0 | % | |||||||||||||||
| Cost of services | 636,645 | 75.7 | % | 585,763 | 73.0 | % | |||||||||||||||||
| Gross profit | 204,826 | 24.3 | % | 217,049 | 27.0 | % | |||||||||||||||||
| Selling, general and administrative expenses | 100,824 | 12.0 | % | 94,726 | 11.8 | % | |||||||||||||||||
| Goodwill impairment | 290,000 | 34.4 | % | — | — | % | |||||||||||||||||
| Amortization of intangible assets | 1,135 | 0.1 | % | 1,477 | 0.1 | % | |||||||||||||||||
| Income (loss) from operations | (187,133) | (22.2) | % | 120,846 | 15.1 | % | |||||||||||||||||
| Interest expense — net | (17,195) | (2.1) | % | (12,212) | (1.6) | % | |||||||||||||||||
| Income (loss) before income tax | (204,328) | (24.3) | % | 108,634 | 13.5 | % | |||||||||||||||||
| Income tax expense | (26,362) | (3.1) | % | (30,082) | (3.7) | % | |||||||||||||||||
| Net income (loss) | $ | (230,690) | (27.4) | % | $ | 78,552 | 9.8 | % | |||||||||||||||
Adjusted EBITDA (1) | $ | 163,268 | 19.4 | % | $ | 156,068 | 19.4 | % | |||||||||||||||
Adjusted income from operations (1) | $ | 130,226 | 15.5 | % | $ | 124,496 | 15.5 | % | |||||||||||||||
Adjusted net income (1) | $ | 87,523 | 10.4 | % | $ | 90,135 | 11.2 | % | |||||||||||||||
(1)Adjusted EBITDA, adjusted income from operations and adjusted net income are financial measures that are not determined 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 most directly comparable financial measures determined under GAAP and for information regarding our use of non-GAAP financial measures.
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The following table sets forth statement of income data as a percentage of revenue for the nine months ended September 30, 2026 and 2025:
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | % | 2025 | % | ||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||
| Revenue | $ | 2,332,871 | 100.0 | % | $ | 2,199,909 | 100.0 | % | |||||||||||||||
| Cost of services | 1,775,592 | 76.1 | % | 1,644,573 | 74.8 | % | |||||||||||||||||
| Gross profit | 557,279 | 23.9 | % | 555,336 | 25.2 | % | |||||||||||||||||
| Selling, general and administrative expenses | 299,904 | 12.9 | % | 281,421 | 12.8 | % | |||||||||||||||||
| Goodwill impairment | 296,275 | 12.7 | % | — | — | % | |||||||||||||||||
| Amortization of intangible assets | 3,467 | 0.1 | % | 4,745 | 0.2 | % | |||||||||||||||||
| Income (loss) from operations | (42,367) | (1.8) | % | 269,170 | 12.2 | % | |||||||||||||||||
| Interest expense — net | (43,240) | (1.9) | % | (33,118) | (1.5) | % | |||||||||||||||||
| Income (loss) before income tax | (85,607) | (3.7) | % | 236,052 | 10.7 | % | |||||||||||||||||
| Income tax expense | (70,340) | (3.0) | % | (64,676) | (2.9) | % | |||||||||||||||||
| Net income (loss) | $ | (155,947) | (6.7) | % | $ | 171,376 | 7.8 | % | |||||||||||||||
Adjusted EBITDA (1) | $ | 389,430 | 16.7 | % | $ | 363,987 | 16.5 | % | |||||||||||||||
Adjusted income from operations (1) | $ | 294,130 | 12.6 | % | $ | 272,820 | 12.4 | % | |||||||||||||||
Adjusted net income (1) | $ | 198,478 | 8.5 | % | $ | 196,358 | 8.9 | % | |||||||||||||||
(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.
Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
Revenue. Revenue for the three months ended September 30, 2026, increased by $38.7 million, or 5%, to $841.5 million from $802.8 million for the same period in 2025. The following table summarizes the revenue and percentage of total revenue for each of our segments for the three months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change 2026 vs 2025 | |||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||||||||||||||
| Full service center-based child care | $ | 521,973 | 62.0 | % | $ | 515,507 | 64.2 | % | $ | 6,466 | 1.3 | % | |||||||||||||||||||||||
| Tuition | 473,822 | 90.8 | % | 468,424 | 90.9 | % | 5,398 | 1.2 | % | ||||||||||||||||||||||||||
| Management fees and operating subsidies | 48,151 | 9.2 | % | 47,083 | 9.1 | % | 1,068 | 2.3 | % | ||||||||||||||||||||||||||
| Back-up care | 286,364 | 34.1 | % | 253,372 | 31.6 | % | 32,992 | 13.0 | % | ||||||||||||||||||||||||||
| Educational advisory services | 33,134 | 3.9 | % | 33,933 | 4.2 | % | (799) | (2.4) | % | ||||||||||||||||||||||||||
| Total revenue | $ | 841,471 | 100.0 | % | $ | 802,812 | 100.0 | % | $ | 38,659 | 4.8 | % | |||||||||||||||||||||||
Revenue generated by the full service center-based child care segment in the three months ended September 30, 2026 increased by $6.5 million, or 1%, when compared to the same period in 2025. Tuition revenue increased by $5.4 million, or 1%, when compared to the prior year, primarily due to average tuition rate increases of approximately 4%, offset by the impact of centers that have closed since the same period in the prior year, which reduced revenue by approximately 3%, and by lower enrollment in our Australia centers, which reduced revenue by approximately 1%. We expect our center closures to exceed new openings over the next 12 months, and that we will continue to have challenging enrollment trends, including lower than historical average enrollment in our Australia centers.
Management fees and operating subsidies from employer sponsors remained relatively consistent with the prior year.
Revenue generated by back-up care services in the three months ended September 30, 2026 increased by $33.0 million, or 13%, when compared to the same period in 2025. Revenue growth in the back-up care segment was primarily attributable to increased utilization of center-based care, in-home care, and school-age programs by employees of new and existing clients.
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Revenue generated by educational advisory services of $33.1 million in the three months ended September 30, 2026 remained relatively consistent with the same period in 2025.
Cost of Services. Cost of services increased by $50.8 million, or 9%, to $636.6 million for the three months ended September 30, 2026 from $585.8 million for the same period in 2025.
Cost of services in the full service center-based child care segment increased by $30.9 million, or 7%, to $477.2 million in the three months ended September 30, 2026 when compared to the same period in 2025. Personnel costs, which represent approximately 70% of the costs for this segment, increased 1% during the quarter compared to the same period in the prior year, related to average hourly wage rate increases of approximately 3%, and higher benefits costs, including medical care expenses, partially offset by reductions in labor from net center closures since the prior year. In addition, cost of services increased due to incremental expense of $23.4 million related to general liability reserves for certain safeguarding matters. Cost of services for the three months ended September 30, 2025, included $2.4 million of net lease termination costs.
Cost of services in the back-up care segment increased by $20.6 million, or 17%, to $144.4 million in the three months ended September 30, 2026, when compared to the prior year. The increase in cost of services correlates to the increase in revenue and is primarily associated with care provider fees to serve the increase in utilization levels over the prior year, and the continued investment in technology to support our customer user experience, service offerings, and marketing outreach. We expect to continue investing in increasing our network provider supply and in technology to support the growth of this segment.
Cost of services in the educational advisory services segment decreased by $0.6 million, or 4%, to $15.1 million in the three months ended September 30, 2026 when compared to the prior year in line with the trend in revenue.
Gross Profit. Gross profit decreased by $12.2 million, or 6%, to $204.8 million for the three months ended September 30, 2026 from $217.0 million for the same period in 2025 primarily due to contributions from the back-up care segment, resulting from higher utilization of back-up services which were offset by incremental general liability expense for certain safeguarding matters in the full service center-based child care segment. Gross profit margin was 24% of revenue for the three months ended September 30, 2026, a decrease of approximately 3% from the same period in 2025.
Selling, General and Administrative Expenses (“SGA”). SGA increased by $6.1 million, or 6%, to $100.8 million for the three months ended September 30, 2026 from $94.7 million for the same period in 2025, primarily due to impairment losses of $4.0 million related to long-lived assets in the full service center-based child care segment, and higher personnel costs. SGA for the three months ended September 30, 2025 included $1.3 million in expenses within the full service segment related to the August 2025 debt refinancing. SGA was 12% of revenue for the three months ended September 30, 2026, which is consistent with the same period in 2025. Refer to Note 6, Credit Arrangements and Debt Obligations, for additional information on the August 2025 debt refinancing.
Goodwill Impairment Losses. During the three months ended September 30, 2026, we completed our annual goodwill impairment assessment as of October 1, 2026, which resulted in impairment losses of $290.0 million due to revised long-term cash flow projections for our operations in Australia, which was not offset by the expected cash flows of the remaining full service operations outside North America. We continue to monitor developments in certain markets as further decreases in cash flows could lead to additional future impairments.
Amortization of Intangible Assets. Amortization expense on intangible assets was $1.1 million for the three months ended September 30, 2026, a decrease from $1.5 million for the three months ended September 30, 2025, primarily due to decreases from intangible assets becoming fully amortized since the prior year.
Income (Loss) from Operations. Income from operations decreased by $308.0 million, to a loss from operations of $187.1 million for the three months ended September 30, 2026 when compared to the prior year. The following table summarizes income (loss) from operations and percentage of revenue for each of our segments for the three months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
2026 | 2025 | Change 2026 vs 2025 | |||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||||||||||||||
| Full service center-based child care | $ | (298,128) | (57.1) | % | $ | 16,750 | 3.2 | % | $ | (314,878) | (1,879.9) | % | |||||||||||||||||||||||
| Back-up care | 101,234 | 35.4 | % | 95,332 | 37.6 | % | 5,902 | 6.2 | % | ||||||||||||||||||||||||||
| Educational advisory services | 9,761 | 29.5 | % | 8,764 | 25.8 | % | 997 | 11.4 | % | ||||||||||||||||||||||||||
| Income (loss) from operations | $ | (187,133) | (22.2) | % | $ | 120,846 | 15.1 | % | $ | (307,979) | (254.9) | % | |||||||||||||||||||||||
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The change in income from operations was primarily due to the following:
•Income from operations for the full service center-based child care segment decreased $314.9 million in the three months ended September 30, 2026 when compared to the same period in 2025, primarily due to impairment losses of $294.0 million related to goodwill and long-lived assets, arising from revised cash flow projections, and $23.4 million of incremental general liability expense.
•Income from operations for the back-up care segment increased $5.9 million, or 6%, in the three months ended September 30, 2026 when compared to the same period in 2025, primarily due to incremental gross profit contributions from expanded utilization of back-up care services, partially offset by higher investments in technology and marketing to enhance the customer experience.
•Income from operations for the educational advisory services segment increased $1.0 million, or 11%, in the three months ended September 30, 2026 when compared to the same period in 2025.
Net Interest Expense. Net interest expense was $17.2 million for the three months ended September 30, 2026, an increase from $12.2 million for the three months ended September 30, 2025, primarily due to higher average borrowings as well as higher interest rates applicable to our debt. The weighted average interest rate for the term loans and revolving credit facility was 4.99% for the three months ended September 30, 2026 compared to 4.25% for the three months ended September 30, 2025, inclusive of the effects of the cash flow hedges. Based on the current interest rate projections, we estimate that our overall weighted average interest rate will be in the range of 5.5% to 5.75% for the remainder of 2026, inclusive of the effects of the cash flow hedges.
Income Tax Expense. We recorded income tax expense of $26.4 million during the three months ended September 30, 2026, compared to an income tax expense of $30.1 million during the three months ended September 30, 2025, at an effective income tax rate of 28%. The effective tax rate for the three months ended September 30, 2026 was not meaningful due to the impact of the non-deductible goodwill impairment and resulting pretax loss. The difference between the effective income tax rates as compared to the statutory income tax rates was primarily due to the non-deductible goodwill impairment, the impact of unbenefited losses 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 (loss) before income tax, jurisdictional mix of income (loss) before income tax, unbenefited losses, valuation allowances, jurisdictional income tax rate changes, as well as discrete items such as non-deductible 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 each of the three months ended September 30, 2026 and 2025, the net shortfall tax expense from stock-based compensation increased tax expense by $0.1 million. For the three months ended September 30, 2026 and 2025, prior to the inclusion of the excess tax benefit (shortfall tax expense), other discrete items and unbenefited losses in certain foreign jurisdictions, the effective tax rate approximated 28% and 27%, respectively.
Adjusted EBITDA and Adjusted Income from Operations. Adjusted EBITDA increased $7.2 million, or 5%, and adjusted income from operations increased $5.7 million, or 5%, for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to increased service levels and contributions from the back-up care segment.
Adjusted Net Income. Adjusted net income decreased $2.6 million, or 2.9%, for the three months ended September 30, 2026 when compared to the same period in 2025, as a result of higher interest expense and an increase to the adjusted effective tax rate, partially offset by the increase in adjusted income from operations noted above.
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Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Revenue. Revenue increased by $133.0 million, or 6%, to $2.3 billion for the nine months ended September 30, 2026 from $2.2 billion for the same period in 2025. The following table summarizes the revenue and percentage of total revenue for each of our segments for the nine months ended September 30, 2026 and 2025:
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change 2026 vs 2025 | |||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||||||||||||||
| Full service center-based child care | $ | 1,619,904 | 69.4 | % | $ | 1,566,321 | 71.2 | % | $ | 53,583 | 3.4 | % | |||||||||||||||||||||||
| Tuition | 1,481,573 | 91.5 | % | 1,428,751 | 91.2 | % | 52,822 | 3.7 | % | ||||||||||||||||||||||||||
| Management fees and operating subsidies | 138,331 | 8.5 | % | 137,570 | 8.8 | % | 761 | 0.6 | % | ||||||||||||||||||||||||||
| Back-up care | 624,619 | 26.8 | % | 544,654 | 24.8 | % | 79,965 | 14.7 | % | ||||||||||||||||||||||||||
| Educational advisory services | 88,348 | 3.8 | % | 88,934 | 4.0 | % | (586) | (0.7) | % | ||||||||||||||||||||||||||
| Total revenue | $ | 2,332,871 | 100.0 | % | $ | 2,199,909 | 100.0 | % | $ | 132,962 | 6.0 | % | |||||||||||||||||||||||
Revenue generated by the full service center-based child care segment in the nine months ended September 30, 2026 increased by $53.6 million, or 3.4%, when compared to the same period in 2025. Tuition revenue increased by $52.8 million, or 3.7%, when compared to the prior year, primarily due to average tuition rate increases of approximately 4%, partially offset by the impact of centers that have closed since the same period in the prior year, which reduced revenue by 2.5%, and by lower enrollment in our Australia centers, which reduced revenue by approximately 1%. Fluctuations in foreign currency exchange rates for our United Kingdom, Netherlands and Australia operations increased 2026 tuition revenue by approximately 2%, or $22.9 million in nine months ended September 30, 2026.
Management fees and operating subsidies from employer sponsors remained relatively consistent with the prior year.
Revenue generated by back-up care services in the nine months ended September 30, 2026 increased by $80.0 million, or 15%, when compared to the same period in 2025. Revenue growth in the back-up care segment was primarily attributable to increased utilization of center-based care, in-home care, and school-age programs by new and existing clients.
Revenue generated by educational advisory services in the nine months ended September 30, 2026 remained consistent with the same period in the prior year.
Cost of Services. Cost of services increased $131.0 million, or 8%, to $1.8 billion for the nine months ended September 30, 2026 when compared to the same period in 2025.
Cost of services in the full service center-based child care segment increased by $81.7 million, or 6%, to $1.4 billion in the nine months ended September 30, 2026 when compared to the same period in 2025. The increase in cost of services was primarily associated with increased personnel costs, an increase of 4% during the nine months ended September 30, 2026 compared to the same period in the prior year, related to average hourly wage rate increases of approximately 3%, higher benefits costs, including medical care expenses, and the impact of foreign currency exchange rates, offset by reductions in labor from net center closures since the prior year. Impairment losses of $12.8 million, related to long-lived assets, arising from center closures, changes in market assumptions and reduced operating performance at certain centers, and incremental expense of $23.4 million related to general liability reserves for certain safeguarding matters, also contributed to the increase in cost of services. Cost of services for the nine months ended September 30, 2025, included $2.4 million of net lease termination costs.
Cost of services in the back-up care segment increased $49.0 million, or 17%, to $334.3 million in the nine months ended September 30, 2026 when compared to the prior year. The increase in cost of services correlates to the increase in revenue and is primarily associated with provider fees to serve the increase in utilization levels over the prior year, and the continued investment in technology to support our customer user experience, service offerings, and marketing outreach.
Cost of services in the educational advisory services segment increased by $0.3 million, or 1%, to $45.4 million in the nine months ended September 30, 2026 when compared to the prior year, in line with the trend in revenue.
Gross Profit. Gross profit increased $2.0 million to $557.3 million for the nine months ended September 30, 2026 from $555.3 million for the same period in 2025 primarily due to incremental gross profit contributions from the back-up care segment, resulting from higher utilization of back-up care services, partially offset by impairment losses and incremental general liability expense in the full service center-based child care segment. Gross profit margin was 24% of revenue for the nine months ended September 30, 2026, a decrease of approximately 1% from the nine months ended September 30, 2025.
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Selling, General and Administrative Expenses. SGA increased $18.5 million, or 7%, to $299.9 million for the nine months ended September 30, 2026 from $281.4 million for the same period in 2025, due to higher personnel and technology costs, and impairment losses of $4.0 million related to long-lived assets in the full service center-based child care segment. 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 was 13% of revenue for the nine months ended September 30, 2026, which is consistent with the same period in 2025. Refer to Note 6, Credit Arrangements and Debt Obligations, for additional information on the August 2025 debt refinancing.
Goodwill Impairment Losses. During the nine months ended September 30, 2026, we recorded goodwill impairment of $296.3 million, primarily related to the completion of our annual goodwill impairment assessment as of October 1, 2026, which resulted in impairment losses of $290.0 million. We also recorded goodwill impairment of $6.3 million related to an immaterial foreign reporting unit specializing in tutoring services.
Amortization of Intangible Assets. Amortization expense on intangible assets of $3.5 million for the nine months ended September 30, 2026, decreased from $4.7 million for the nine months ended September 30, 2025 primarily due to certain intangible assets becoming fully amortized since the prior year, partially offset by increases from intangible assets acquired in relation to the acquisitions completed in 2025.
Income (Loss) from Operations. Income from operations decreased by $311.5 million, or 116%, to a loss from operations of $42.4 million for the nine months ended September 30, 2026 when compared to the same period in 2025. The following table summarizes income from operations and percentage of revenue for each of our segments for the nine months ended September 30, 2026 and 2025:
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change 2026 vs 2025 | |||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||||||||||||||
| Full service center-based child care | $ | (236,163) | (14.6) | % | $ | 90,284 | 5.8 | % | $ | (326,447) | (361.6) | % | |||||||||||||||||||||||
| Back-up care | 177,084 | 28.4 | % | 162,639 | 29.9 | % | 14,445 | 8.9 | % | ||||||||||||||||||||||||||
| Educational advisory services | 16,712 | 18.9 | % | 16,247 | 18.3 | % | 465 | 2.9 | % | ||||||||||||||||||||||||||
| Income (loss) from operations | $ | (42,367) | (1.8) | % | $ | 269,170 | 12.2 | % | $ | (311,537) | (115.7) | % | |||||||||||||||||||||||
The change in income from operations was due to the following:
•Income from operations for the full service center-based child care segment decreased $326.4 million in the nine months ended September 30, 2026 when compared to the same period in 2025, primarily due to impairment losses of $313.1 million related to goodwill and long-lived assets, and $23.4 million of incremental general liability expense, partially offset by the net contribution of increased tuition revenue from annual tuition rate increases and increased personnel costs for the service delivery. 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 $14.4 million, or 9%, in the nine months ended September 30, 2026 when compared to the same period in 2025, primarily due to incremental gross profit contributions from expanded utilization of back-up care services, partially offset by increases in technology and marketing investments to enhance the customer experience.
•Income from operations for the educational advisory services segment increased $0.5 million, or 3%, in the nine months ended September 30, 2026 when compared to the same period in 2025.
Net Interest Expense. Net interest expense was $43.2 million for the nine months ended September 30, 2026, an increase from net interest expense of $33.1 million for the same period in 2025, primarily due to higher average borrowings as well as higher interest rates applicable to our debt. The weighted average interest rate for the term loans and revolving credit facility was 4.91% for the nine months ended September 30, 2026 compared to 4.30% for the same period in 2025, inclusive of the effects of the cash flow hedges.
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Income Tax Expense. We recorded income tax expense of $70.3 million for the nine months ended September 30, 2026, compared to an income tax expense of $64.7 million during the nine months ended September 30, 2025, at an effective income tax rate of 27%. The effective tax rate for the nine months ended September 30, 2026 was not meaningful due to the impact of the non-deductible goodwill impairment and resulting pretax loss. The difference between the effective income tax rates as compared to the statutory income tax rates was primarily due to the non-deductible goodwill impairment, the impact of unbenefited losses 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 (loss) before income tax, jurisdictional mix of income (loss) before income tax, unbenefited losses, valuation allowances, jurisdictional income tax rate changes, as well as discrete items such as non-deductible 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, 2026, the net shortfall tax expense from stock-based compensation increased tax expense by $3.3 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. For the nine months ended September 30, 2026 and 2025, prior to the inclusion of the excess tax benefit (shortfall tax expense), other discrete items and unbenefited losses in certain foreign jurisdictions, the effective tax rate approximated 28% and 27%, respectively.
Adjusted EBITDA and Adjusted Income from Operations. Adjusted EBITDA and adjusted income from operations increased $25.4 million, or 7%, and $21.3 million, or 8%, respectively, for the nine months ended September 30, 2026 over the comparable period in 2025, primarily due to the incremental contributions from the back-up care segment resulting from increased utilization and from the full service child-care segment resulting from improved operating leverage.
Adjusted Net Income. Adjusted net income increased $2.1 million, or 1%, for the nine months ended September 30, 2026 when compared to the same period in 2025, primarily due to the increase in adjusted income from operations noted above, partially offset by higher interest expense and an increase to the adjusted effective tax rate.
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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 most directly comparable financial measures determined in accordance with GAAP as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands, except share data) | |||||||||||||||||||||||
| Net income (loss) | $ | (230,690) | $ | 78,552 | $ | (155,947) | $ | 171,376 | |||||||||||||||
| Interest expense — net | 17,195 | 12,212 | 43,240 | 33,118 | |||||||||||||||||||
| Income tax expense | 26,362 | 30,082 | 70,340 | 64,676 | |||||||||||||||||||
| Depreciation | 24,090 | 22,569 | 69,560 | 63,910 | |||||||||||||||||||
| Amortization of intangible assets | 1,135 | 1,477 | 3,467 | 4,745 | |||||||||||||||||||
| EBITDA | (161,908) | 144,892 | 30,660 | 337,825 | |||||||||||||||||||
| Additional adjustments: | |||||||||||||||||||||||
Goodwill impairment (a) | 290,000 | — | 296,275 | — | |||||||||||||||||||
Other costs (b) | 27,359 | 3,650 | 40,222 | 3,650 | |||||||||||||||||||
Stock-based compensation expense (c) | 7,817 | 7,526 | 22,273 | 22,512 | |||||||||||||||||||
| Total adjustments | 325,176 | 11,176 | 358,770 | 26,162 | |||||||||||||||||||
| Adjusted EBITDA | $ | 163,268 | $ | 156,068 | $ | 389,430 | $ | 363,987 | |||||||||||||||
| Income (loss) from operations | $ | (187,133) | $ | 120,846 | $ | (42,367) | $ | 269,170 | |||||||||||||||
Goodwill impairment (a) | 290,000 | — | 296,275 | — | |||||||||||||||||||
Other costs (b) | 27,359 | 3,650 | 40,222 | 3,650 | |||||||||||||||||||
| Adjusted income from operations | $ | 130,226 | $ | 124,496 | $ | 294,130 | $ | 272,820 | |||||||||||||||
| Net income (loss) | $ | (230,690) | $ | 78,552 | $ | (155,947) | $ | 171,376 | |||||||||||||||
| Income tax expense | 26,362 | 30,082 | 70,340 | 64,676 | |||||||||||||||||||
| Income (loss) before income tax | (204,328) | 108,634 | (85,607) | 236,052 | |||||||||||||||||||
| Amortization of intangible assets | 1,135 | 1,477 | 3,467 | 4,745 | |||||||||||||||||||
Goodwill impairment (a) | 290,000 | — | 296,275 | — | |||||||||||||||||||
Other costs (b) | 27,359 | 3,650 | 40,222 | 3,650 | |||||||||||||||||||
Stock-based compensation expense (c) | 7,817 | 7,526 | 22,273 | 22,512 | |||||||||||||||||||
Other interest costs (d) | — | 2,186 | — | 2,737 | |||||||||||||||||||
| Adjusted income before income tax | 121,983 | 123,473 | 276,630 | 269,696 | |||||||||||||||||||
Adjusted income tax expense (e) | (34,460) | (33,338) | (78,152) | (73,338) | |||||||||||||||||||
| Adjusted net income | $ | 87,523 | $ | 90,135 | $ | 198,478 | $ | 196,358 | |||||||||||||||
Weighted average common shares outstanding — diluted (f) | 48,709,897 | 57,377,773 | 51,723,713 | 57,680,543 | |||||||||||||||||||
Diluted adjusted earnings per common share (g) | $ | 1.80 | $ | 1.57 | $ | 3.84 | $ | 3.40 | |||||||||||||||
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(a)Goodwill impairment consists of non-cash write-downs of goodwill within the full service center-based child care segment resulting from revised long-term cash flow projections primarily related to our operations in Australia. For the three and nine months ended September 30, 2026, goodwill impairment totaled $290.0 million and $296.3 million, respectively.
(b)Other costs consist of long-lived asset impairment charges related to operating lease right-of-use assets, fixed assets, and intangible assets arising from center closures, changes in market assumptions and reduced operating performance at certain centers, and incremental expense related to general liability reserves for certain safeguarding matters. For the three months ended September 30, 2026, a long-lived asset impairment charge of $4.0 million was recorded to selling, general and administrative expenses. For the nine months ended September 30, 2026, long-lived asset impairment charges totaled $16.8 million, of which $12.8 million was recorded to cost of services and $4.0 million was recorded to selling, general and administrative expenses. For the three and nine months ended September 30, 2026, incremental expense of $23.4 million related to general liability reserves for certain safeguarding matters was recorded to cost of services. 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.
(c)Stock-based compensation expense represents non-cash stock-based compensation expense in accordance with Accounting Standards Codification Topic 718, Compensation-Stock Compensation.
(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. Refer to Note 6, Credit Arrangements and Debt Obligations, for additional information on the April 2025 and August 2025 debt refinancings.
(e)Adjusted income tax expense represents income tax expense calculated on adjusted income before income tax at an effective tax rate of approximately 28% for both the three and nine months ended September 30, 2026, and of approximately 27% for both the three and nine months ended September 30, 2025. 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.
(f)For the three and nine months ended September 30, 2026, the diluted weighted average common shares outstanding included the effect of stock-based awards and other potentially dilutive securities, as adjusted net income was positive and the inclusion of such securities was dilutive.
(g)The sum of the quarterly earnings per share amounts does not equal the year-to-date earnings per share amounts due to the independent calculation of the weighted-average number of common shares outstanding for each discrete period, as well as rounding. This variance is primarily due to the seasonal fluctuations in our earnings and changes in the weighted-average shares outstanding, including the cumulating effect of treasury repurchases during individual quarters.
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.
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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.
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 $1.0 billion multi-currency revolving credit facility (“revolving credit facility”). We had $119.2 million in cash ($127.0 million including restricted cash) as of September 30, 2026, of which $44.2 million was held in foreign jurisdictions, compared to $140.1 million in cash ($143.2 million including restricted cash) as of December 31, 2025, of which $66.3 million was held in foreign jurisdictions. Operations outside of North America accounted for 30% and 29% of our consolidated revenue in the nine months ended September 30, 2026 and 2025, respectively. The net impact on our liquidity from changes in foreign currency exchange rates was not material for the nine months ended September 30, 2026 and 2025. 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 2026.
Our revolving credit facility is part of our senior secured credit facilities. On June 1, 2026, we amended our existing senior secured credit facilities to, among other changes, issue a $375 million new term loan A facility as well as increase the borrowing capacity of our revolving credit facility from $900 million to $1.0 billion. On the closing date, we used the proceeds of the term loan A, together with cash on hand, to repay outstanding borrowings under the revolving credit facility, including all outstanding interest and related fees and expenses. As of September 30, 2026 and December 31, 2025, $436.0 million and $383.7 million, respectively, of the revolving credit facility was available for borrowing.
We had a working capital deficit of $547.5 million and $462.2 million as of September 30, 2026 and December 31, 2025, 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, 2026, we had $747.0 million in lease liabilities, $111.3 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.
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Effective March 9, 2026, the board of directors authorized a new share repurchase program under which up to an aggregate of $600 million of our outstanding common stock may be repurchased. The share repurchase program has no expiration date and canceled and replaced the prior $500 million share repurchase authorization announced in June 2025, of which $127.6 million remained available thereunder. During the nine months ended September 30, 2026, we repurchased approximately 7.7 million shares for $557.7 million under the repurchase program (resulting in a $5.4 million excise tax liability). During the nine months ended September 30, 2025, we repurchased approximately 0.9 million shares for $106.0 million under the repurchase program (resulting in a $0.7 million excise tax liability). All repurchased shares have been retired and, as of September 30, 2026, $244.3 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. Subject to market conditions, we regularly evaluate opportunities with respect to our capital structure and may choose to raise additional funds at any time through debt financing arrangements or potential refinancing of our outstanding indebtedness, which may or may not be needed for additional working capital, capital expenditures, share repurchases, or other strategic investments. Additionally, if we were to experience disruption from events not in our control 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 or refinancing on reasonable terms, or at all.
| Cash Flows | Nine Months Ended September 30, | ||||||||||
| 2026 | 2025 | ||||||||||
| (In thousands) | |||||||||||
| Net cash provided by operating activities | $ | 208,075 | $ | 202,792 | |||||||
| Net cash used in investing activities | $ | (71,800) | $ | (63,486) | |||||||
| Net cash used in financing activities | $ | (150,891) | $ | (142,838) | |||||||
| Cash, cash equivalents and restricted cash — beginning of period | $ | 143,158 | $ | 123,715 | |||||||
| Cash, cash equivalents and restricted cash — end of period | $ | 127,005 | $ | 125,969 | |||||||
Cash Provided by Operating Activities
Cash provided by operating activities was $208.1 million for the nine months ended September 30, 2026, compared to $202.8 million for the same period in 2025. The increase in cash provided by operations primarily relates to changes in working capital.
Cash Used in Investing Activities
Cash used in investing activities was $71.8 million for the nine months ended September 30, 2026 compared to $63.5 million for the same period in 2025. The increase in cash used in investing activities primarily relates to an increase in net purchases of fixed assets for maintenance and refurbishments in our existing centers, technology, safeguarding investments and new child care centers, from $58.9 million in the nine months ended September 30, 2025 to $69.4 million in the nine months ended September 30, 2026.
Additionally, we did not invest in any acquisitions during the nine months ended September 30, 2026, compared to investing $5.1 million in acquisitions during the same period in 2025.
Cash Used in Financing Activities
Cash used in financing activities was $150.9 million for the nine months ended September 30, 2026 compared to $142.8 million for the same period in 2025. Significant financing activities in the nine months ended September 30, 2026 included an increase of $454.9 million in share repurchases, or $559.6 million, compared to repurchases of $104.7 million during the same period in 2025. Offsetting this increase were net borrowings under the revolving credit facility as well as the issuance of the term loan A facility, together providing $417.3 million of additional borrowings during the nine months ended September 30, 2026, compared to net debt payments of $31.7 million during the same period in 2025, a net change of $449.0 million.
Additionally, proceeds received from the exercise of stock options were $11.8 million in the nine months ended September 30, 2025, compared to no proceeds in the nine months ended September 30, 2026. Taxes paid related to the net share settlement of stock options and restricted stock decreased to $8.2 million in the nine months ended September 30, 2026, compared to $15.2 million in the same period in 2025.
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Debt
Our senior secured credit facilities consist of a term loan B facility (“term loan B”) and a term loan A facility (“term loan A” and, together with the term loan B, the “term loans”), as well as a $1.0 billion multi-currency revolving credit facility (“revolving credit facility”).
Long-term debt obligations were as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (In thousands) | |||||||||||
| Term loan B | $ | 450,000 | $ | 450,000 | |||||||
| Term loan A | 372,656 | — | |||||||||
| Revolving credit facility | 543,087 | 499,552 | |||||||||
| Deferred financing costs and original issue discount | (3,389) | (2,386) | |||||||||
| Total debt | 1,362,354 | 947,166 | |||||||||
| Less current portion of term loans | (9,375) | — | |||||||||
| Less current portion of revolving credit facility | (283,087) | (199,552) | |||||||||
| Long-term debt | $ | 1,069,892 | $ | 747,614 | |||||||
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.
On June 1, 2026, the Company amended its existing senior secured credit facilities to, among other changes, issue a $375 million new term loan A facility. The term loan A matures on April 17, 2030 and requires scheduled quarterly amortization payments equal to 2.5% per annum of the original aggregate principal amount of the term loan A for the period commencing September 30, 2026 through and including June 30, 2028, increasing to 5.0% per annum thereafter through March 30, 2030. The remaining principal balance is due at maturity.
In conjunction with the June 1, 2026 amendment, the Company increased the borrowing capacity of its revolving credit commitments under the revolving credit facility from $900 million to $1.0 billion, which matures on April 17, 2030. As of September 30, 2026, borrowings outstanding on the revolving credit facility were $543.1 million and letters of credit outstanding were $20.2 million, with $436.0 million available for borrowing. As of December 31, 2025, borrowings outstanding on the revolving credit facility were $496.5 million and letters of credit outstanding were $20.2 million, with $383.7 million available for borrowing. Additionally, a AU$9.4 million (USD$6.5 million) uncommitted working capital credit facility is available in Australia for short-term borrowing purposes. As of September 30, 2026, there were no borrowings outstanding under this facility, and as of December 31, 2025, there was AU$4.5 million (USD$3.0 million) of borrowings outstanding.
Borrowings under the senior secured 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 expired on October 31, 2025, provided us with interest rate protection in the event the one-month term SOFR rate increased above 2.4%. Interest rate cap agreements for $300 million, which had a forward starting effective date of October 31, 2023 and expire on October 31, 2026, provide 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 had 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.
In February and October 2026, 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 a cash flow hedge from inception. The February and October 2026 interest rate cap agreements, both of which have a forward starting effective date of October 30, 2026, provide the Company with interest rate protection in the event the one-month term SOFR rate increases above 2.75% and 3.5%, respectively, and expire on October 31, 2027 and October 31, 2028, respectively.
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The blended weighted average interest rate for the term loans and revolving credit facility was 4.91% and 4.30% for the nine months ended September 30, 2026 and 2025, respectively, including the impact of the cash flow hedges. Based on the current interest rate projections, we estimate that our overall weighted average interest rate will be in the range of 5.5% to 5.75% for the remainder of 2026, inclusive of the effects of the cash flow hedges.
The term loan A and the revolving credit facility require 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, 2026. 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, 2025. There have been no material changes to our critical accounting policies since December 31, 2025.
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, 2025. 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, 2025 for further information regarding market risk.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of September 30, 2026, we conducted an evaluation under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), regarding the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The term “disclosure controls and procedures” means controls and other procedures that are designed to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods and that such disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of September 30, 2026.
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, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are, from time to time, subject to claims, suits, proceedings, governmental reviews and matters arising in the ordinary course of business. Such claims have in the past generally been covered by third-party insurance for amounts above our self-insured retention level, but there can be no assurance that our insurance will be adequate to cover all liabilities that may arise out of claims or matters brought against us. While we believe the resolution of such legal matters will not have a material adverse effect on our financial position or liquidity, in light of recent safeguarding matters, including in the U.S. and U.K., we may experience higher than average claims and settlements that may not be fully covered by insurance and we cannot predict the ultimate outcome of any such actions.
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, 2025. 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, 2025.
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, 2026:
| Period | Total Number of Shares (or Units) Purchased (a) | Average Price Paid per Share (or Unit) (b) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1) (c) | Approximate Dollar Value of Shares/Units that May Yet Be Purchased Under the Plans or Programs (In thousands) (2) (d) | ||||||||||||||||||||||
| July 1, 2026 to July 31, 2026 | 648,990 | $ | 74.61 | 648,990 | $ | 280,294 | ||||||||||||||||||||
| August 1, 2026 to August 31, 2026 | 483,790 | $ | 72.75 | 483,790 | $ | 245,099 | ||||||||||||||||||||
| September 1, 2026 to September 30, 2026 | 13,000 | $ | 65.16 | 13,000 | $ | 244,252 | ||||||||||||||||||||
| 1,145,780 | 1,145,780 | |||||||||||||||||||||||||
(1)The board of directors of the Company authorized a new share repurchase program of up to $600 million of the Company’s outstanding common stock effective March 9, 2026. The share repurchase program has no expiration date. The March 2026 share repurchase program canceled and replaced the prior share repurchase program of up to $500 million announced in June 2025, of which approximately $127.6 million remained available thereunder. All repurchased shares have been retired.
(2)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 (1) above. Such shares may be purchased, from time to time, depending on business and market conditions.
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted terminated
Item 6. Exhibits
(a) Exhibits:
| Exhibit Number | Exhibit Title | |||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 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). | |||||||
| * | Exhibits filed herewith. | ||||
| ** | Exhibits furnished herewith. | ||||
40
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: | October 30, 2026 | By: | /s/ Elizabeth Boland | ||||||||
| Elizabeth Boland | |||||||||||
| Chief Financial Officer | |||||||||||
| (Duly Authorized Officer) | |||||||||||
41
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER, BRIGHT HORIZONS FAMILY SOLUTIONS INC.
I, Stephen H. Kramer, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Bright Horizons Family Solutions Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 30, 2026 | /s/ Stephen H. Kramer | |||||||||
| Stephen H. Kramer | |||||||||||
| Chief Executive Officer | |||||||||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER, BRIGHT HORIZONS FAMILY SOLUTIONS INC.
I, Elizabeth Boland, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Bright Horizons Family Solutions Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 30, 2026 | /s/ Elizabeth Boland | |||||||||
| Elizabeth Boland | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Bright Horizons Family Solutions Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen H. Kramer, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | October 30, 2026 | /s/ Stephen H. Kramer | |||||||||
| Stephen H. Kramer | |||||||||||
| Chief Executive Officer | |||||||||||
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Bright Horizons Family Solutions Inc. and will be retained by Bright Horizons Family Solutions Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Bright Horizons Family Solutions Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Elizabeth Boland, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | October 30, 2026 | /s/ Elizabeth Boland | |||||||||
| Elizabeth Boland | |||||||||||
| Chief Financial Officer | |||||||||||
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Bright Horizons Family Solutions Inc. and will be retained by Bright Horizons Family Solutions Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.