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Item 1. Business

2026-02-26 compared with 2025-02-27 · 216 added, 183 removed, 213 unchanged (65% of the section changed)

For more than 35 years, Bright Horizons has been a champion for working families — designing and delivering innovative education and care solutions.

We are a leading provider of high-quality early education and child care, family care solutions, and workforce education services that are designed to help working families and client employees thrive personally and professionally.

We provide services primarily under multi-year contracts with employers who offer early education and child care, back-up care, and educational advisory services as part of their employee benefits package.

These benefits help employers support their employees across life and career stages and improve recruitment, employee engagement, productivity, retention, and career advancement.

We are committed to providing the highest quality education and care across all of our offerings.

For 40 years, Bright Horizons has been a champion for working families — designing and delivering innovative education and care solutions.

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.

We are committed to providing the highest quality education and care across all of our offerings, underpinned by rigorous quality standards, research-informed practices and a focus on measurable outcomes for families and employers.

We are organized in three reportable segments, which are aligned with our service offerings as follows:

2 unchanged sentences

• Educational advisory services (4% of our revenue in 2025).

As of December 31, 2024, we had more than 1,450 employer client relationships across a diverse array of industries, including more than 220 Fortune 500 companies.

As of December 31, 2025, we served more than 1,450 employers across a diverse array of industries, including more than 220 Fortune 500 companies.

As of December 31, 2025, we operated 1,010 early education and child care centers with the capacity to serve approximately 115,000 children in the United States, the United Kingdom, the Netherlands, Australia, and India.

Guided by our HEART principles — Honesty, Excellence, Accountability, Respect, and Teamwork — we have operated early education and child care centers for employers and working parents since 1986.

Guided by our HEART principles — Honesty, Excellence, Accountability, Respect, and Teamwork — we have operated early education and child care centers for employers and working families since 1986.

In 1998, we transformed our organization through the merger of Bright Horizons, Inc.

and Corporate Family Solutions, Inc., both then Nasdaq-listed companies founded in 1986 and 1987, respectively.

We were listed on Nasdaq from 1998 to May 2008 when we were acquired by investment funds affiliated with Bain Capital Partners LLC (referred to as our “going private transaction”).

We were listed on Nasdaq from 1998 to May 2008 when we were acquired and went private.

On January 30, 2013, we completed our initial public offering and our common stock became listed on the New York Stock Exchange (“NYSE”) under the symbol “BFAM.”

Throughout our history, we have continued to grow while investing in our future.

We have extended our international footprint to become a leading provider in the center-based child care market in the United Kingdom and have expanded into the Netherlands, Australia, and India.

In the United States, we continue to grow our partnerships with employer clients by partnering to develop child care centers, expanding and enhancing our back-up care and family supports, and by developing and growing our educational advisory services.

We continue to invest in new technologies and innovation to better support our full suite of services as well as enhance our customers’ user experience, with a focus on driving use of our services and maximizing enrollment in our centers.

Throughout our history, we have continued to grow while investing strategically in technology, quality and service expansion and innovation.

We have extended our international footprint to become a leading provider in the center-based child care and back-up care market in the United Kingdom and have expanded child care operations into the Netherlands, Australia, and India.

In the United States, we continue to deepen our partnerships with employer clients by supporting their development of child care centers, expanding and enhancing our suite of back-up care offerings, and by growing our educational advisory services.

We continue to innovate and invest in leading technology to support our full suite of services as well as enhance our customers’ user experience, with a focus on driving utilization of our services and maximizing enrollment and engagement across all offerings.

Industry Overview and Trends

We compete in the global market for early education and child care services as well as the markets for dependent care solutions and workforce education services offered by clients as benefits to their employees.

We compete in the global market for early education and child care services as well as the growing markets for back-up care solutions and workforce education services offered by employers as benefits to their employees.

The child care industry generally can be divided into center-based and home-based child care.

Our full service segment operates in the center-based market, which is highly fragmented.

The center-based child care market includes both retail and employer-sponsored centers.

The employer-sponsored model has always been central to our business and represents a single employer or consortium of employers entering into a long-term contract for the provision of child care at a center located at or near the employer sponsor’s worksite.

Our full service segment operates in the center-based market, which is highly fragmented, and includes both retail and employer-sponsored centers.

The employer-sponsored model, in which a single employer or consortium of employers enters into a long-term contract for the provision of care at or near the employer’s worksite, has long been central to our business.

We believe we are one of the largest high-quality providers of employer-sponsored child care.

Additionally, we operate in the growing market for back-up care, which consists of center-based back-up care and in-home care as well as school-age programs (including camps and tutoring), senior care and pet care.

We also operate in the educational advisory services market, which consists of workforce education, tuition assistance, student loan repayment and related educational advising, as well as college admissions and college financing advisory services.

We believe we are one of the largest high-quality providers of back-up care and educational advisory services.

We believe that the following key factors contribute to growth in the markets for employer-sponsored child care, back-up care, and educational advisory services.

Recognized Return on Investment to Employers

We believe employers across industries look at child care solutions, including on-site and near-site child care and other dependent care solutions, to enhance their employee value proposition.

Our ability to deliver a variety of child and back-up care support services to meet the needs of children and families demonstrates the value and importance of our services to our client partners, including the role our various services can play in ensuring those client partners continue to deliver on their own business priorities.

With our broad suite of solutions, we are well-positioned to assist employers looking to deploy creative solutions as part of an overall recruitment, retention and engagement strategy.

Studies conducted through our Workforce Consulting practice indicate that employer sponsors of center-based child care and back-up care services realize strong returns on their investments, particularly in terms of reduced turnover and increased productivity.

We estimate that users of our back-up care services have been able to work more than six additional days annually that they otherwise would have missed due to breakdowns in child care arrangements.

Additionally, according to a 2024 survey of our families, nearly 90% of parents reported that our childcare services have allowed them to work the necessary hours required for their job and have made them more committed to their employer.

We believe that this return on investment for employers, demonstrated across our full suite of solutions, will result in additional growth as employers recognize both the value in employer-sponsored center-based child care, back-up care and educational advisory services and the benefits such services provide.

Evolving Workforce

We believe the challenges employers face managing talent and the challenges brought on by a tight labor market have heightened employers’ sensitivity to their employee value proposition, and Bright Horizons’ services can be a significant component of an employer’s recruitment and retention strategy.

As work environments continue to evolve, we believe the need for center-based child care services remains robust, and back-up care continues to be a critical support for both remote and office-based employees, and we see back-up care playing an increasingly important role in this strategy.

Due to the evolution and introduction of new technologies, as well as increased competition for talent, employers are focused on the up-skilling and re-skilling needs of their employees.

There is an increased need for the ongoing education and up-skilling of the existing workforce as automation, digital transformation, and other advances transpire.

We believe that the modern worker values efforts by their employer to support employees across career stages to help them thrive in the workplace and seek career advancement by providing access to degree and non-degree education programs.

We believe the growing needs of employers, coupled with increased competition for talent, will encourage employers to invest in solutions and supports that enable workers to realize their full professional potential.

Investments in center-based early education and child care, back-up care and educational advisory services will help employers meet their strategic goals, bolster employee engagement, recruitment and retention, and address benefit equity within their workforce.

We believe our broad suite of solutions across early education and child care, back-up care and educational advisory services positions Bright Horizons well to be a provider of choice for employers looking to deploy creative and impactful solutions to support their employees and their benefits needs.

Participation of Working Parents in the Workforce

A significant percentage of parents currently participate in the workforce, making child care services and family supports critical to employees and employers as well as the overall health of the economy.

In 2023, women working full-time comprised approximately 50% of the workforce in the United States, according to the most recent report by the Bureau of Labor Statistics.

Additionally, in 2023, approximately 70% of mothers with children under the age of six participated in the workforce in the United States, and approximately 65% of two-parent households comprised dual career earners.

We believe that current workforce demographics continue to drive the ongoing need for child and dependent care, as well as other workplace solutions that support employees at each life and career stage.

Demand for High-Quality Center-Based Early Education and Child Care Services

We believe that recognition of the importance of early education and consistent quality child care helps underpin demand for high quality center-based early education and child care.

We believe the social, educational and other developmental opportunities, along with robust health and safety protocols, presented by center-based care are important factors for families when determining the preferred care options for their children.

In a highly fragmented market, we believe clients and families will favor larger industry participants with greater resources to consistently achieve high quality standards.

We also believe that the emphasis on the importance of early education and child care, and ongoing efforts to make child care affordable and accessible for working families will contribute to further growth in the global early education and child care market as well as the developing market for back-up care services.

We also operate in the growing market for back-up and dependent care, which includes center-based back-up care and in-home care, school-age programs (including camps and tutoring), senior care and pet care.

These services are designed to support an employer’s workforce by providing care coverage when primary arrangements are unavailable or insufficient.

We believe such coverage directly supports employee productivity and engagement.

Additionally, we operate in the educational advisory services market, which consists of workforce education, tuition assistance, student loan repayment, and college admissions and financing advisory services.

These solutions are designed to help employees upskill and advance their careers, assist employers in developing strategic workforce talent and enable working families to achieve their higher education goals.

We believe we are one of the largest high-quality providers in each of these markets.

We believe that the following key factors contribute to growth in the markets for center-based and employer-sponsored child care, back-up care, and educational advisory services.

Although healthcare and financial benefits are standard components of employee compensation, the inclusion of education and care benefits reflects a more comprehensive investment in human capital and elevates an employer’s credibility and differentiation.

Care and Education as Critical Workforce Benefits

Employers increasingly view child care, back-up care and education benefits as key offerings that improve employee productivity, recruitment, retention, and engagement.

We believe workforce engagement challenges are widespread across industries and we offer a suite of solutions to help employers solve these challenges, which enable the employers to deliver on their own business priorities.

In response to a 2025 internal survey, approximately 90% of our parents reported that our child care services enabled them to fulfill their work obligations and increased their commitment to their employer.

According to our 2025 Modern Family Index, 78% of working parents report that the reliability of their child care has a direct impact on their career success.

We believe our suite of services can play a critical role helping employers attract, retain and engage talent.

Participation of Parents in the Workforce

A significant share of the labor force consists of working parents, increasing the stakes for both families and employers to ensure access to reliable care solutions.

According to the U.S.

Bureau of Labor Statistics, women working full-time accounted for approximately 50% of the labor force in 2024, and the labor force participation rate of mothers with children under the age of six was approximately 68%.

In addition, both spouses were employed in approximately half of married couples in the U.S., reflecting the prevalence of dual-income households and the need for stable and available care arrangements to support working families.

Such workforce participation patterns reinforce the importance of employer-sponsored care solutions to support recruitment, retention and engagement objectives and enable working parents to meet job requirements and commitments.

Increasing Need for Flexible and Comprehensive Care and Education Solutions

Work environments and employee needs have become more variable in recent years, increasing demand for care solutions that support a broad range of family situations, workforce demographics and life stages.

According to the U.S.

Bureau of Labor Statistics, nearly 25% of the workforce worked remotely in 2024, creating greater variability in how, where and when work is performed.

We believe these trends are driving demand for a comprehensive suite of care solutions that provide flexibility for both the employer and employee.

In this environment, we believe employers and families increasingly value scaled, national providers with breadth, reliability and infrastructure to deliver consistent support across locations, service types and employee life stages.

Additionally, due to the evolution of new technologies, as well as increased competition for talent, employers are focused on the upskilling and reskilling needs of their workforces.

We believe that the modern worker values investments by their employer that help them thrive in the workplace across career stages, as well as advance their careers through access to degree and non-degree education programs.

Demand for High-Quality Early Care and Education Environments

Parents place a high priority on quality, safety, teacher-child relationships, and developmental rigor in early education and care environments, reflecting the importance of early childhood as a foundational period for cognitive, social and emotional, linguistic, and physical development.

According to a 2024 working paper from the Center on the Developing Child at Harvard University, early childhood is the period during which important components of brain architecture are developed, and early experiences play a critical role in shaping long-term developmental outcomes.

As a result of increasing awareness of the lifelong impact of early childhood experiences, we believe families increasingly seek providers that demonstrate consistent quality standards, ensure comprehensive training for educators, offer age-appropriate curriculum and ensure safe environments.

We believe this emphasis on quality outcomes support demand by both parents and employers for trusted providers capable of delivering reliable, high-quality care at scale.

Our Competitive Strengths

We believe we are a provider, partner and employer of choice because of our dedication to providing high-quality solutions to those we serve.

Market Leading Service Provider

We believe our more than 35 year operating history positions us as a leader in employer-sponsored center-based child care, back-up care, and educational advisory services.

In our full service center-based child care segment, where we operate more than 1,000 centers globally, we estimate we have approximately six times more employer-sponsored centers in the United States than our closest competitor, with our centers strategically clustered in high-demand areas where demographics are attractive.

In our backup-care segment, where we provide services for employer clients in the United States and United Kingdom, we estimate that we are approximately three times larger than our closest competitor.

Our expansive footprint and broad geographic reach not only enhances our market presence but also provides a robust platform for delivering our comprehensive suite of services, solidifying our status as the provider and partner of choice.

As a provider in a highly fragmented market, our size and scale enable us to differentiate our offering and go-to-market strategy through significant investments in technology, marketing initiatives, and integrated solutions.

This robust infrastructure not only supports operational excellence and delivers a seamless, digitally enhanced experience for our clients and their employees but also positions us to capitalize on growth opportunities—both organically and through strategic acquisitions.

Moreover, our scale allows us to continuously enhance our education programs and curriculum, reinforcing our market leadership and ensuring long-term success.

Collaborative, Long-Term Relationships

We have built enduring partnerships with more than 1,450 employers across diverse industries, including more than 220 Fortune 500 companies, with our largest client contributing 1% of our revenue in 2024 and our largest 10 clients representing approximately 8% of our revenue in the same year.

Our full service multi-year employer sponsorship contracts typically involve employer support for both the development and ongoing operation of child care centers through operating subsidies.

In addition to full service center-based child care, we provide access to a multi-national back-up care network and educational advisory support, allowing us to offer various combinations of services and solutions to best meet the needs of clients across locations, geographies and employee life and career stages.

By engaging directly with employers and employees alike, we gain valuable insight into corporate cultures that enable us to deliver tailored, innovative solutions designed to meet our clients’ evolving needs.

This collaborative approach is reflected in an annual client retention rate of approximately 95% for employer-sponsored centers over the past 10 years, underscoring our proven ability to exceed client expectations and allowing us to cross-sell and expand our service offerings to existing clients.

High Quality Offerings

We have built a reputation as a leader in early childhood education and believe delivering a high-quality educational experience in a safe, nurturing and engaging environment offers an attractive value proposition to the children, families, and employers we serve.

We are dedicated to investing in quality to fulfill our commitment to research-based early education excellence.

Our centers are designed to meet rigorous accreditation and rating standards established by leading organizations such as the National Academy of Early Childhood Programs, a division of the National Association for the Education of Young Children (NAEYC) in the United States, by the Office of Standards in Education, Children’s Services and Skills (OFSTED) in the United Kingdom, and by the Education Council and Australian Children’s Education and Care Quality Authority (ACECQA) in Australia.

This supports our commitment to delivering high-quality, evidence-based instructional practices and personalized learning environments, which we believe offers a competitive advantage in attracting and retaining families and in securing employer sponsorship opportunities.

We have consistently achieved satisfaction ratings of more than 90% among respondents in our parent satisfaction surveys, which is a testament to our ability to deliver on our commitment to quality.

Dedicated to the highest-quality services in every category in which we operate, our standards of quality also extend to our back-up care and educational advisory services, whether care is delivered in Bright Horizons child care centers, through our proprietary back-up care network of quality child care centers and in-home care providers, or advising provided by our team of education experts.

Focus on Learning and Development

We are in the unique position of educating the next generation, and with that responsibility comes the opportunity to make a difference by modeling for children and families an environment that is open and curious, and focused on generating positive outcomes for the children in our care.

Our curriculum and teacher training programs are designed to support inclusive classrooms and create positive learning environments.

Our proprietary curriculum and educational practices are informed by the science of early learning and research on childhood development.

Our resources and training programs guide teachers as they transform this research into practice through high-quality learning experiences and evidence-based instructional practices.

We also believe that low teacher-to-child ratios and small group sizes are critical factors in delivering our curriculum effectively as well as helping to facilitate more personalized care.

Our programs provide teacher-to-child ratios and group sizes that meet or exceed licensing standards.

We continuously look for opportunities to invest in quality to support our commitment to providing research-based early education excellence through enhanced curriculum and enrichment activities, teacher education and development programs, and ongoing program evaluation thereby strengthening our reputation and partnerships with our clients, their employees, and families.

For parents and families, we offer a webinar series as well as monthly podcasts that reflect current issues facing families and provide practical parenting tips.

We believe we are a provider, partner and employer of choice because of our dedication to developing and delivering high-quality solutions to those we serve.

Workforce Solutions Embedded in Employer Relationships

Over the last 40 years, we have built long-standing, deeply embedded relationships with employers by delivering care and education solutions that support workforce recruitment, engagement, productivity, retention, and career advancement.

We serve more than 1,450 employers, including more than 220 Fortune 500 companies, across a broad range of industries and geographies.

Our largest client represented approximately 1% of our revenue in 2025, and our 10 largest clients represented approximately 8% of our revenue in the same year, reflecting a highly diversified client base.

Our employer-first model is characterized by long-term contracts, collaborative service delivery and shared commitment to supporting employees and their families.

Our ability to deliver a broad suite of services - full service center-based child care, back-up care, and educational advisory services - enables employers to address multiple workforce needs through a single, integrated and trusted partner.

We believe this breadth of services positions us as a strategic partner and creates meaningful client switching costs, as reflected by our approximately 95% client retention rate over the past 10 years.

Scaled, Capital-Efficient Provider with a Diversified Portfolio of Services

We are one of the largest service providers for employer-sponsored child care and back-up care solutions, operating across five countries, with more than 1,000 centers and the capacity to serve approximately 115,000 children.

Based on our internal analysis, we believe we operate approximately six times more employer-sponsored child care centers than our nearest competitor, and that our back-up care operations are approximately four times larger than the next largest provider.

Our scale allows us to serve large, multi-location employers while maintaining localized service delivery.

Our business model is capital efficient.

Employer sponsors typically fund a significant portion of new center development and absorb a meaningful share of ongoing operating costs, while our back-up care offerings leverage a combination of owned centers and third-party provider networks.

This structure supports capital efficient growth and attractive economics.

Comprehensive, Flexible Solutions Address the Full Spectrum of Care and Education Needs

We believe our ability to deliver a comprehensive suite of care and education solutions creates a distinct, competitive advantage for our clients who operate in an environment where employee needs vary by location, work schedule and life stage.

Our offerings include full-time center-based care near the workplace or home, in-home and center-based back-up care, school-age and seasonal programs, and educational coaching, tutoring and advisory services.

Our breadth of services allows employers to support employees across a wide range of life and career stages, including ongoing care needs, school breaks, and unplanned disruptions, while our infrastructure and integrated technology platforms support reliable service delivery and a consistent experience for employers and families.

Further, as employers compete for top talent in an environment shaped by rapid digital and AI-driven change, our educational advisory services can help employers keep pace with shifting workforce demands for upskilling and reskilling and meet their strategic workforce goals.

Trusted Provider of High-Quality Early Education and Care

Quality is the foundation of our value proposition.

We have invested for decades in research-based curriculum, educator training, and program evaluation designed to deliver consistent, high-quality early education and care outcomes.

Our centers are designed to meet rigorous accreditation and rating standards established by leading organizations such as the National Association for the Education of Young Children in the United States, by the Office of Standards in Education, Children’s Services and Skills (OFSTED) in the United Kingdom, and by the Education Council and Australian Children’s Education and Care Quality Authority (ACECQA) in Australia.

Our commitment to quality is supported by a sustained focus on learning and development.

Our curriculum and teacher training programs are designed to support inclusive classrooms, positive learning environments and are informed by research on early learning and childhood development.

We provide tools and training that help our staff and educators translate research into practice through learning experiences and evidence-based instructional practices.

Additionally, to ensure our education programs reflect both time-tested developmental theories and contemporary evidence-based research, we have an Educational Advisory Network of academics, scholars, and early education organization leaders.

We also believe that low teacher-to-child ratios and small group sizes, which meet or exceed licensing standards, are important to delivering consistent educational outcomes and enabling more personalized care to the families we serve.

Our standards of quality extend beyond our full service centers to our back-up care and in-home care networks, where we apply defined quality criteria and oversight standards.

We believe our reputation as a trusted provider enables employers and families to rely on our services during critical moments, reinforcing long-term relationships and recurring utilization.

Market Leading People Practices

Our ability to deliver high-quality care, education and other services is enabled by our ability to attract, retain, motivate and develop skilled talent.

During our more than 35 year history, we have consistently been named as a top employer by third-party sources, including Fortune magazine, the Great Place to Work Institute, industry publications and the Boston Globe and the Denver Post recognizing the investment we make in our workforce.

We believe the education and experience of our child care center leaders and teachers exceed the industry average.

Our employees benefit from comprehensive onboarding, ongoing in-center training, and access to an in-house online training university that offers nationally recognized child development credentials.

Furthermore, our innovative Horizons Teacher Degree Program fully funds U.S.-based educators in earning their child development associate certification, associate or bachelor’s degrees in early childhood education, reinforcing our standing as an employer of choice, while helping to retain and incentivize teachers to grow their careers at Bright Horizons.

Over our 40 year history, we have been consistently recognized as a top employer by third-party sources, including Fortune magazine, the Great Place to Work Institute, industry publications and the Boston Globe and the Denver Post, reflecting our investments in people, training, and workplace culture and practices.

We believe the education and experience of our child care center leaders and teachers exceed the industry averages, supported by comprehensive onboarding, ongoing in-center training, and access to an in-house online training university, offering nationally recognized child development credentials.

In addition, our innovative Horizons CDA and Degree Program fully funds U.S.-based educators in earning their child development associate certification or post-secondary degrees in early childhood education, reinforcing our standing as an employer of choice, while helping to retain and incentivize teachers to grow their careers at Bright Horizons.

Data, Technology and Operating Discipline at Scale

We have made sustained investments in technology, data analytics and centralized operating infrastructure to support our multi-service offerings.

Our systems provide visibility into utilization, enrollment, staffing and performance metrics across our operations, allowing us to evaluate and allocate resources effectively and respond to changing demand patterns.

Our digital tools support a seamless experience for families and employers, while our operating discipline allows us to apply best practices consistently across our network.

We believe this combination of data, technology and scale strengthens service delivery, enhances economics and supports sustainable growth.

Experienced Management Team with Deep Industry and Operating Expertise

Our management team brings decades of experience in early education, employer-sponsored care solutions and operating and scaling large organizations.

This experience has enabled us to effectively navigate multiple economic cycles, numerous regulatory environments and shifts in workforce dynamics while maintaining focus on long-term value creation.

We believe our leadership team’s understanding of both the operational complexity and the strategic priorities of employers positions us to effectively address evolving needs and allocate capital and resources with discipline.

Our Growth Strategy

We believe there are significant opportunities to continue to grow our business globally by executing on the following strategies.

Grow Our Client Relationships

• Secure Relationships with New Employer Clients.

Our addressable market includes approximately 13,500 employers, each with at least 1,000 employees, within the industries that we currently serve in the United States and the United Kingdom.

Our dedicated sales team focuses on establishing new client relationships and is supported by our workforce consulting practice, which helps potential clients identify the precise offerings that will best meet their strategic goals.

• Cross-Sell and Expand Services to Existing Employer Clients.

We believe there is a significant opportunity to increase the number of our clients that use more than one of our services through cross-selling and to expand the existing services we provide to current clients.

Over the past five years we have grown the number of clients purchasing more than one of our services by 50% to more than 480 clients at December 31, 2024.

• Continue to Expand Through the Assumption of Existing Sponsored Child Care Centers and Tuition Assistance Programs.

Periodically, we assume the management of existing child care centers or tuition assistance programs from self-managed programs or from the incumbent administrator which enables us to develop new client relationships, typically with no capital investment and no purchase price payment.

Capital-Efficient Operating Model

We have a long history of proven financial results despite broader macro-economic fluctuations.

Our disciplined operating model drives sustainable growth while preserving attractive economics.

By leveraging employer sponsor funding for new center development and blending in-house operations with strategic third-party provider partnerships for back-up services, we have expanded our business with minimal capital investment.

This financial prudence has generated robust operating cash flows, reinforcing our competitive position and providing a strong foundation for future growth.

Increase Utilization in all Lines of Business and Investments in Growth

We focus on increasing enrollment and utilization levels in our profit and loss centers in order to achieve continued growth and improved center economics.

We look for opportunities to increase the use of our back-up care and educational advisory services, not only by growing client relationships, but also by driving expanded use with existing clients.

In recent years, we extended our back-up care offerings to include tutoring and pet care, and broadened our school-age programs addressing education and care needs while extending the ages covered by our services.

We continue to invest in new technologies to better support our full suite of services and to enhance our customers’ user experience to further drive utilization.

We have enhanced our marketing efforts with additional focus on driving awareness and use of our services to maximize occupancy levels in centers and deepen participant usage of back-up care and educational advisory services.

We invest in technology to better support our full suite of services to enhance our customers’ user experience, improve utilization levels of our services within our client workforces and across our existing client base, and deliver more efficient and automated support services.

Investments to leverage our web and mobile functionality across all of our services are designed to ensure that our key systems deliver value and provide us with the platform for growth.

We believe we are well-positioned to continue attracting new employer sponsors due to our extensive service offerings, established reputation, position as a quality leader, and track record of serving major employer sponsors for more than 35 years.

Selectively Add New Lease/Consortium Centers and Expand Through Acquisitions

Throughout the year, we review our center portfolio to ensure our center locations continue to be aligned with our strategy and evolving customer needs and demand, which may result in identifying new locations for center openings.

Historically, we have added between 10 and 15 new lease/consortium centers annually, focusing on urban and surrounding markets where demand and income demographics are generally more supportive of our high-quality centers.

While center openings and acquisitions have slowed as we have focused on increasing enrollment in our existing portfolio of centers, we have a long track record of successfully completing and integrating selective acquisitions across all business lines.

We have an established acquisition framework to effectively evaluate potential transactions with the goal of maximizing our return on investment while minimizing risk.

Over the last 10 years, we have completed the acquisition of approximately 330 child care centers in the United States, the United Kingdom, Australia and the Netherlands, as well as providers of back-up care services and educational advisory services in the United States and the United Kingdom, helping us expand our client base, enhance the scope and reach of our service offerings, broaden our technological capabilities, and offer new services.

The domestic and international markets for child care and other work and family support services remain highly fragmented and, as we look to fiscal 2025 and beyond, we will continue to seek attractive opportunities both for center acquisitions and the acquisition of complementary service offerings.

Expand and Deepen Employer Relationships

We believe there is a substantial opportunity to expand our client base and continue to deepen existing employer relationships across our services.

For our full service center-based child care business, we primarily target large employers with sufficient employee concentration to support employer-sponsored centers.

Our addressable market includes approximately 13,500 employers, each with at least 1,000 employees, within the industries that we currently serve in the U.S.

For our back-up care and educational advisory services, our addressable market is broader because these offerings do not require an on-site physical infrastructure, upfront capital investment or a critical mass of employees at a single worksite.

As a result, these services are marketable across a wider range of employer sizes, industries and workforce demographics.

Based on the most recent data available from the U.S.

Census Bureau’s Statistics of U.S.

Businesses in 2022, there were approximately 21,000 U.S.

businesses with 500 or more employees, representing a large population of potential clients for our back-up care and educational advisory services.

As of December 31, 2025, we served more than 1,450 employers, with approximately one-third of clients purchasing more than one service.

We believe continued new client acquisition and increased cross-service adoption and service expansion within existing employer relationships also will remain important drivers of growth.

Drive Utilization Across Our Portfolio

A central element of our growth strategy is increasing utilization of our services among eligible employees and families.

Across our portfolio, utilization rates among employees who have access to our services remain relatively low, reflecting opportunities to increase awareness, engagement and ease of access across a broad range of recurring and intermittent care and education needs.

We focus on driving deeper utilization within existing employer relationships by expanding employee awareness, simplifying access through our digital platforms, introducing new eligible care types and solutions, and encouraging use of multiple services.

We are enhancing our capabilities by gaining a more comprehensive understanding of the care services utilized by our consumers, enabling us to proactively deliver appropriate services, anticipate consumer needs, and evolve our offerings in response to changing demand.

Increased utilization supports revenue growth and operating leverage and allows us to serve a larger share of employee needs within each client relationship without a corresponding increase in capital investment.

Maintain a Capital-Efficient Operating Model

Our growth strategy is governed by a disciplined, capital-efficient operating model.

In our full service center-based child care business, employer sponsors typically contribute to the development and ongoing operation of child care centers through operating subsidies, helping to mitigate development, capital and occupancy risk.

This employer-sponsored model, which largely exists in the U.S.

and U.K., allows us to expand our footprint while maintaining a disciplined approach to capital deployment.

In our back-up care offerings, we leverage a network of more than 5,500 providers, combining Bright Horizons owned capacity through our back-up care operations and full service center network along with third-party providers.

This hybrid model enables us to expand both capacity and geographic reach with limited capital investment while maintaining service reliability and quality standards consistent across markets.

Disciplined Expansion of Full Service Center-Based Child Care

Full service child care remains an important foundation of our business and a key element of our employer value proposition.

We pursue disciplined growth by focusing on improving enrollment and utilization in our existing center portfolio, partnering with employers to build new centers or assuming management of existing employer-sponsored centers, and selectively adding new lease consortium centers where employer concentration and market demographics align with our return objectives.

We regularly review our center portfolio to ensure alignment with client needs, market demand from families needing care, and demographics.

In addition to rationalizing the existing portfolio to exit locations which no longer meet our growth and return profile, we also apply a consistent framework to new center development and acquisitions with a focus on long-term performance and capital discipline.

Our Operations

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Our cost-plus contracts typically have initial terms ranging from three to five years with varying terms, renewal and termination options.

Under the cost-plus model, the employer sponsor bears the financial risk for operating the center.

Under all model types, we retain responsibility for all aspects of operating the child care center, including hiring and paying employees, ongoing training, curriculum, contracting with vendors, purchasing supplies, and collecting tuition.

Tuition paid by families generally represents approximately 90% of the revenue generated by this segment and is determined based on the age and developmental level of the child, the child’s attendance schedule (full-time or part-time), the geographic location, and the extent to which an employer sponsor subsidizes tuition.

Tuition paid by families represents approximately 90% of the revenue generated by this segment and is determined based on the age and developmental level of the child, the child’s attendance schedule (full-time or part-time), the geographic location, and the extent to which an employer sponsor subsidizes tuition.

Based on a sample of approximately 350 of our early education and child care centers in the United States, the current average tuition at our centers is $2,765 per month for infants (typically ages 3 to 16 months), $2,565 per month for toddlers (typically ages 16 months to 3 years) and $2,175 per month for preschoolers (typically ages 3 to 5 years).

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Back-up Care Services

Back-up care offers family support services for dependents of all ages and provides coverage when regular care breaks down, as well as care coordination tools to assist families with their short and long-term care needs.

We provide back-up care services for children (primarily 0-12 years old) through our own full service child care centers, dedicated back-up child care centers, school-age programs (including camps), and in-home caregivers, as well as through our proprietary back-up care network of quality child care centers, camps and in-home care providers.

In addition, we provide back-up care services for seniors through our proprietary network of quality in-home care providers, tutoring for school-age children and adult learners through our network of tutoring service providers, pet care through third-party providers, and also help to facilitate back-up care services through our self-sourced reimbursed care program.

We also own and operate Sittercity, an online marketplace that helps families and caregivers find, among other things, child care (child care providers, babysitting/nannies), senior care and pet care services.

Traditional back-up care offers families access to a contracted network of more than 5,000 in-home care agencies and center-based providers in locations where we do not otherwise have centers with available capacity or available in-home caregivers.

Our dedicated back-up centers are operated in a similar structure to full service centers and are either exclusive to a single employer or have multiple employer sponsors and are part of our back-up care program.

Back-up care offers family support services for dependents of all ages and provides coverage when regular or other previously planned care breaks down, as well as care coordination tools to assist families with their short and long-term care needs.

We provide back-up care services for children (primarily 0-12 years old) through our own full service child care centers, dedicated back-up child care centers, school-age programs (including camps), and in-home caregivers, as well as through our proprietary back-up care network of quality third party child care centers, camps and in-home care providers.

We provide back-up care services for seniors through our proprietary network of quality in-home care providers and adult center-based care, tutoring for school-age children and adult learners through our network of tutoring service providers, pet care through third-party providers, and also help to facilitate back-up care services through our self-sourced reimbursed care program.

We also own and operate Sittercity, an online marketplace that helps families and caregivers find child care (child care providers, babysitting/nannies) and pet care services.

Back-up care offers families access to a contracted network of more than 5,500 providers, combining Bright Horizons owned capacity through our back-up care operations and full service center network with third-party providers.

Our dedicated back-up centers are operated in a similar structure to full service centers and are either exclusive to a single employer or have multiple employer sponsors.

Self-sourced reimbursed care is an alternative care program, available to employer sponsors typically when other network care solutions are not available, which provides payments to their employees to assist with the cost of self-sourced dependent care.

Back-up care solutions includes broader school-age programs, such as camps and tutoring, with camps primarily operating during school vacations and the summer months.

Back-up care solutions include broader school-age programs, such as camps and tutoring, with camps primarily operating during school vacations and the summer months, and a network of in-home caregivers for senior care.

Back-up care requests are arranged online or via our mobile app as well as through a 24/7 contact center, allowing users to reserve care in advance or at the last minute.

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Fees for back-up care services are typically determined based on the number of back-up care uses purchased and may be fixed for a specified number of contracted uses or variable for pay-per-use contracts.

Cost of services consist of direct expenses associated with the operation of child care centers, fees paid to providers for care delivered as part of their contractual relationships with us, personnel and related direct service costs of the contact centers, and any other expenses related to the coordination or delivery of care and service.

SGA related to back-up care is similar to SGA for full service center-based child care, with additional expenses related to the technology necessary to operate this service, the ongoing development and maintenance of the provider network, and additional personnel needed as a result of more significant client management and reporting requirements.

Cost of services consists of direct expenses associated with the operation of child care centers, fees paid to providers for care delivered as part of their contractual relationships with us, personnel and related direct service costs of the contact centers, and any other expenses related to the coordination or delivery of care and service.

The nature of SGA related to back-up care is similar to SGA for full service center-based child care, with additional expenses related to the technology necessary to operate this service, the ongoing development and maintenance of the provider network, and additional personnel needed as a result of more significant client management and reporting requirements.

Educational Advisory Services

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Contracts are typically three years in length, with varying terms, renewal and termination options, and fees are generally determined based on the services being provided and the number of program participants.

Cost of services consist of personnel and direct operating costs of the contact centers and other expenses related to the coordination and delivery of tuition assistance, student loan repayment program management, and educational advisory services.

SGA related to educational advisory services is similar to SGA for back-up care.

Cost of services consists of personnel and direct operating costs of the contact centers and other expenses related to the coordination and delivery of tuition assistance, student loan repayment program management, and educational advisory services.

The nature of SGA related to educational advisory services is similar to SGA for back-up care.

EdAssist provides workforce education, tuition assistance and student loan repayment program management, as well as related educational advising to corporate clients who offer these services as a talent development and workplace benefit to their employees.

Our services help employers better align their workplace education programs with their business goals while supporting employees to upskill, re-skill and improve their careers.

Our services help employers better align their workplace education programs with their business goals while supporting employees to upskill, reskill and improve their careers.

Program management services are provided through proprietary software for the processing of tuition reimbursement, loan repayment transactions, and analysis of data.

We provide educational advising to our client’s employees on a one-on-one basis through our team of advisors who help users make informed decisions regarding their education and financial wellness.

We provide educational advising to our clients’ employees on a one-on-one basis through our team of advisors who help users make informed decisions regarding their education and financial wellness.

Clients can also leverage our EdAssist Education Network of education providers and benefit from pre-negotiated tuition discounts.

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College Coach provides college admissions and college financing advisory services through our team of experts, who have experience working in admissions or financial aid at colleges and universities.

We also offer coaching and tools to assist families as they support their children with varying needs across life stages.

We also offer coaching and tools to assist families as they support their children with varying needs across life stages, such as navigating middle school and saving for college.

Advisory services are delivered via live/webinar events with expert presenters, through one-on-one coaching, and through our online learning center.

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We operate in two primary regions:

(1) North America, which includes our operations in the United States (including Puerto Rico), and (2) International, which includes our operations in the United Kingdom, the Netherlands, Australia and India.

(1) North America, which includes our operations in the United States (including Puerto Rico), and (2) Outside North America, which includes our operations in the United Kingdom, the Netherlands, Australia and India.

The following table sets forth information by geographic region for the year ended December 31, 2025:

North America International Total

North America Outside North America Total

(In thousands, except percentages)

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As a percentage of total fixed assets, net 51 % 49 % 100 %

Our international business primarily consists of child care centers throughout the United Kingdom, the Netherlands, and Australia, with 92% of the revenue generated related to the full service center-based child care segment.

As of December 31, 2024, we had 599 centers in North America and 420 international centers.

Our business outside North America primarily consists of child care centers throughout the United Kingdom, the Netherlands, and Australia, with 92% of the revenue generated related to the full service center-based child care segment, with the remaining 8% relating to back-up care in the U.K.

As of December 31, 2025, we had 597 centers in North America and 413 centers outside North America.

Additional geographical information is included in Note 17, Segment and Geographic Information , to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K.

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Demand for early education and child care services has historically decreased during the summer months when school is not in session and families are often on vacation or have alternative child care arrangements.

In addition, enrollment at our child care centers declines as older children transition to elementary schools.

In addition, enrollment at our child care centers declines as older children transition to elementary schools in the summer and fall months.

Demand for our services generally increases with the beginning of the new school year and remains relatively stable throughout the rest of the school year.

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Educational advisory services generally have limited seasonal fluctuations.

Results of operations may also fluctuate from quarter to quarter as a result of, among other things, the performance of existing centers, including enrollment and staffing fluctuations, the number and timing of new center openings, additions from acquisitions and center management transitions, the timing of new client launches in our back-up and educational advisory services, the length of time required for new centers to achieve profitability, center closings, the contract model mix (P&L versus cost-plus) of new and existing centers, the level of sponsorship payments, and general economic conditions.

Results of operations may also fluctuate from quarter to quarter as a result of, among other things, the performance of existing centers, including enrollment and staffing fluctuations, the number and timing of new center openings, additions from acquisitions and center management transitions, the timing of new client launches in our back-up care and educational advisory services, the length of time required for new centers to achieve profitability, center closings, the contract model mix (P&L versus cost-plus) of new and existing centers, the level of sponsorship payments, and general economic conditions.

Brand Awareness and Thought Leadership

Our brand and reputation for quality strengthens our ability to attract and retain clients, families and employees.

We market our services and build our brand through events, social media, earned and paid media placements, digital and print advertising, articles and blogs, direct mail, and a robust search engine optimization strategy.

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We strive to meet clients’ needs as demonstrated by our capacity to pivot as the marketplace shifts, rolling out and marketing new services to meet evolving work environments.

Marketing tools have expanded to include text message communication;

Marketing tools have expanded to include personalized communications based on specific, known care needs and availability;

targeted back-up journeys and campaigns;

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and sharing our curriculum and extension activities with families at home through our online platforms.

Outreach for these efforts includes campaigns for back-to-school and return-to-office support;

initiatives aimed at supporting enrolled families including age-based developmental notifications through our parent mobile app;

a monthly parenting newsletter;

and a parenting exchange workshop series.

Outreach for these efforts includes campaigns for back-to-school and return-to-office support, initiatives aimed at supporting enrolled families including age-based developmental notifications through our parent mobile app, a monthly parenting and client employee newsletter, podcasts and a parenting exchange workshop series.

Lead Generation and Conversion;

Customer Retention

Lead generation and conversion, increased utilization, and customer retention remain at the heart of our marketing efforts.

Lead generation and conversion, increased utilization of our service offerings, and customer retention remain at the heart of our marketing efforts.

We partner with employer sponsors to promote our early education and child care centers and other workplace solutions as important employee benefits within their organizations.

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We believe we are a leading provider of employer-sponsored center-based child care, back-up care, and workforce education services.

We estimate that we have approximately six times more market share than our closest competitor in the employer-sponsored center-based child care market in the United States.

The market for early education and child care services is highly fragmented, and we compete for enrollment and sponsorship of early education and child care centers with a variety of other organizations, including large community-based child care companies, regional child care providers, family day care, nannies, for-profit and not-for-profit full- and part-time nursery schools, public and private elementary schools, and not-for-profit and government-funded providers of center-based child care.

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We also compete for enrollment on a center-by-center basis with these providers, along with many local and national providers, such as Affinity Education Group, CompaNanny, G8 Education, Goddard Schools, Goodstart Early Learning, Guardian Childcare & Education, KidsFoundation, Kids Planet, Learning Care Group, Partou, and Primrose Schools.

Competition for back-up care comes from IAC/Interactivecorp (Care.com) in addition to employee assistance programs and smaller work/life companies.

In the educational advisory segment competition comes from EdCor, Guild Education, InStride, and Tuition.io as well as other smaller providers entering the market.

We believe the key factors in the competition for enrollment are quality, site convenience and cost.

Competition for back-up care comes from IAC/Interactivecorp (Care.com) in addition to employee assistance programs and smaller work/life companies in the market.

In the educational advisory services segment competition comes from EdCor, Guild Education, InStride, and Tuition.io as well as other existing smaller providers in the market.

We believe the key factors in the competition for full service center enrollment are quality of care, site convenience and cost.

We believe many center-based child care providers are able to offer care at lower prices than we do by utilizing less intensive teacher-to-child ratios and offering lower compensation and benefits to their employees.

While our child care tuition levels are generally higher than our competitors, we compete primarily based on the convenience of a location at or near a worksite and a higher level of program quality.

In addition, some of our competitors may benefit from strong local name recognition or comply, or are required to comply, with fewer or less costly health, safety, and operational regulations than those with which we comply (such as the more limited health, safety and operational regulatory requirements typically applicable to family day care operations in caregivers’ homes).

We believe that our primary focus on serving employer clients, underscored by our track record for achieving and maintaining high-quality standards, also distinguishes us from our competitors.

While our child care tuition levels are generally higher than many of our competitors, we compete primarily based on the convenience of a location at or near a worksite and a higher level of program quality.

Some of our competitors may benefit from strong local name recognition or comply, or are required to comply, with fewer or less costly health, safety, and operational regulations than those with which we comply (such as the more limited health, safety and operational regulatory requirements typically applicable to family day care operations in caregivers’ homes).

We believe that our primary focus on serving employer clients, underscored by our track record for achieving and maintaining high-quality standards, distinguishes us from our competitors.

Human Capital Management

Education and care can change lives, and for more than 35 years Bright Horizons has been changing the way families live and work.

Education and care can change lives, and for 40 years Bright Horizons has been changing the way families live and work.

To achieve this mission and to deliver results, we put our HEART principles at the forefront of everything we do.

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Our business is about people serving people, and our success depends on attracting, developing and retaining talented and highly qualified employees.

Our employee value proposition – You’re the Difference – is our pledge to providing market-leading benefits and rewards, opportunities for advancement and career growth, and a strong culture to celebrate our shared mission and values.

We are continually investing in resources and creating programs to build culture, to provide fair and competitive pay, to offer benefits to support our employees’ well-being, and to foster personal growth and career development opportunities.

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We offer a comprehensive total rewards program aimed at addressing the varying health, financial and well-being needs of our employees.

Our total rewards package, which may vary by geography and employee, includes:

Our total rewards package, which may vary by geography, employee, and eligibility requirements, includes:

• Competitive pay and healthcare benefits;

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• Child care tuition subsidies for both Field and Home Team employees;

• Tuition assistance programs, including the Horizons Teacher Degree Program which provides direct, no-cost access to an early childhood education degree;

• Tuition assistance programs, including the Horizons CDA and Degree Program which provides direct, no-cost access to an early childhood education degree;

• Access to back-up care, EdAssist, College Coach and Sittercity;

• Paid parental bonding leave.

Career Development and our Horizons Teacher Degree Program

Career Development and our Horizons CDA and Degree Program

We invest in our employees’ career growth.

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By creating clear pathways for career development, through leadership training and development, we support and encourage upward career mobility in both our Field operations and throughout our Home Team.

A central program offering is our Horizons Teacher Degree Program .

The program, which is a first-of-its-kind offering in the early education field, removes financial barriers for employees pursuing a degree, by allowing employees to earn a CDA (“child development associate”), associate or bachelor’s degree in early childhood education at no-cost and with no out-of-pocket expenses, including tuition, fees and books.

Through the Horizons Teacher Degree Program , approximately 3,500 teachers have enrolled in the program and almost 1,000 teachers have received their associate’s or bachelor’s degrees.

A central program offering is our Horizons CDA and Degree Program .

The program, which is a first-of-its-kind offering in the early education field, removes financial barriers for employees interested in furthering their education by allowing employees to earn a CDA (“child development associate”) certificate or an associate’s or bachelor’s degree in early childhood education at no-cost and with no out-of-pocket expenses, including tuition, fees and books.

Since 2018, more than 8,000 educators have enrolled in the Horizons CDA and Degree Program , with nearly 3,000 educators earning their CDA credential or college degree.

We have recently expanded the program to offer an early care and education graduate certificate for center leaders and an English Language Learning (ELL) program for all educators.

Employee Engagement

At Bright Horizons gathering continuous feedback is an essential part of our culture.

We regularly listen to employees through our annual employee experience survey and through other periodic surveys and forums.

We regularly collect feedback from our employees through our annual employee experience survey and through other periodic surveys and forums.

Hearing directly from our employees helps us understand the employee experience, including evolving priorities related to workplace environment, employee relations, pay and benefits, flexibility, and career growth opportunities, all of which are critical to our mission to remain an employer of choice and a great place to work.

We champion a culture of belonging and appreciation through our engagement programs, including Better Together activities and through the Bright Horizons Foundation for Children®.

We champion a culture of belonging and appreciation through our engagement programs, including Better Together programming and activities that support the Bright Horizons Foundation for Children®.

Better Together

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(4) Senior leader is defined as Vice President and equivalent, and above, and includes executive officers.

Our most recent Equal Employment Opportunity consolidated report is posted on our Investor Relations page of our website at investors.brighthorizons.com under “Governance & Responsibility – EEO-1.”

Community and Citizenship

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We proudly stand with our many employees who support the Bright Horizons Employee Relief Fund, which offers financial assistance to employees recovering from catastrophic events, and we proudly support our many employees who give their time to non-profit organizations, awarding grants to their chosen charities through the Bright Horizons Foundation for Children® in recognition of their volunteer work in their communities.

We collaborate with our employees to advance the Foundation’s mission of creating Bright Spaces for at risk children and families in homeless shelters and other community organizations that serve families in need.

We collaborate with our employees to advance the Foundation’s mission of creating Bright Spaces for at-risk children and families in homeless shelters, health care facilities, police stations and other community organizations that serve families in need or in crisis.

We do this by supporting our employees’ service projects through Brightening Lives Activity grants and Field and Home Team fundraising events.

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These honors are awarded based largely on employee responses to surveys.

• 2024 “Top Places to Work” by the Boston Globe — Awarded 15 times

• “Top Workplaces 2024” by the Denver Post — Awarded 10 times

• 2024 “Best Workplaces” in the United Kingdom by the Great Place to Work Institute — Awarded 19 times

• 2025 “Best Places to Work” by the Boston Business Journal

• 2025 America’s Greatest Workplaces for Inclusion & Diversity by Newsweek

• 2025 “Best Workplaces” in the United Kingdom by the Great Place to Work Institute

• 2025 “Best Workplaces for Women” by the Great Place to Work Institute in the United Kingdom

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• 2025 “Best Workplaces for Wellbeing” by the Great Place to Work Institute in the United Kingdom

• 2025 “Best Workplaces in Education and Training” by the Great Place to Work Institute in the United Kingdom

• 2025 “Best Workplaces for Women” in the Netherlands by the Great Place to Work Institute

Intellectual Property

We believe our name and logo have significant value to our operations.

We believe our brand, name and logo have significant value to our operations.

We own and use various registered and unregistered trademarks covering the names Bright Horizons ® and Bright Horizons Family Solutions ® , our logo, and a number of other names, slogans and designs in the United States and abroad.

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Regulatory Matters

Our business operates in multiple jurisdictions, and we are subject to various national and regional laws and rules and regulations, including labor, licensing, health, fire and safety, and data privacy requirements and standards.

Our business operates in multiple jurisdictions, and we are subject to various national and regional laws, rules and regulations, including labor, licensing, health, fire and safety, and data privacy requirements and standards.

Some of the laws and regulations that govern our operations include but are not limited to:

• consumer protection laws;

• labor and employment laws, including wage and hour laws;

• licensing and child care specific regulations;

• tax laws or interpretations thereof;

• data protection, privacy and security laws and regulations;

• environmental, building and fire code, public health, and safety laws and regulations.

The following discussion highlights our key areas of focus.

For a discussion of the risks associated with the laws and regulations that may materially impact us, please see the section entitled “ Risk Factors ” in Item 1A of this Annual Report on Form 10-K.

Licensing and Child Care Centers

The laws and regulations relating to the provision of child care are numerous and complex.

Child Care Center Licensing

The laws and regulations relating to the provision of child care vary between jurisdictions and are numerous and complex.

In most jurisdictions where we operate, our child care centers are required by law to meet a variety of operational requirements, including minimum qualifications and background checks for our center personnel as well as teacher-to-child ratios and various labor, licensing, and health, fire and safety regulations.

Regulations may also impact the design and furnishing of our centers.

In the U.S., the licensing and operation of child care centers are regulated at the state and local level.

In the U.K., we are regulated by OFSTED in England and the Care Inspectorate in Scotland.

In the Netherlands, child care center licenses are issued by the National Childcare Register (Landelijk Register Kinderopvang) and centers are regulated by the Ministry of Social Affairs and Employment with inspections carried out by the GGD (Municipal Health Service).

Australia is regulated by the ACECQA and, in India, centers fall under local municipalities and state government licensing bodies.

We believe that our centers and operations comply in all material respects with all applicable laws and regulations.

Health and Safety

The health, safety and well-being of children, families and staff is our top priority.

We adhere to rigorous health and hygiene practices.

Our protocols were developed in consideration of state and local public health guidelines and our partnership with medical professionals and experts that specialize in pediatric infectious diseases.

Our health and safety team is dedicated to supporting our centers and other operations to ensure compliance with our policies and practices, and to ensure that we set the highest standards in all areas.

We employ a variety of security measures at our early education and child care centers, including secure electronic access systems.

In addition, our trained teachers and clear sightline center designs help ensure the health and safety of children.

Our early education and child care centers are designed to minimize the risk of injury to children by incorporating features such as child-sized amenities, rounded corners on furniture and fixtures, age-appropriate toys and equipment and cushioned fall zones surrounding play structures.

Each center is further guided by policies and procedures that address protocols for the safe and appropriate care of children and center administration.

These policies and procedures establish protocols in various areas, including the safe handling of food and medications, managing child illness or health emergencies, and a variety of other critical aspects of care to ensure that centers meet or exceed all mandated licensing standards.

These policies and procedures are reviewed and updated continuously by a team of internal experts, and center personnel are trained on center practices using these policies and procedures.

Our proprietary We Care system supports proper supervision of children and documents the transitions of children to and from the care of teachers and parents or from one classroom to another during the day.

We require the child care centers and in-home care providers that participate in our proprietary back-up care network to comply with our standards of quality, including caregiver screening and background checks, and training.

The delivery of our back-up care services is subject to ongoing oversight and monitoring to ensure the health and safety of the children and adults we care for.

Safeguarding Practices

The safety and well-being of children and staff is our top priority and our most important responsibility.

Safeguarding begins with hiring and screening practices, including background checks that meet or exceed regulatory requirements and reference checks.

Our onboarding programs include mandatory training for all center staff during their first 100 days and continued training throughout their employment on safeguarding practices, including positive guidance and mandated reporting.

Our early education and child care centers are guided by extensive safeguarding policies and procedures that establish protocols for the safe and appropriate care of children, including infant/child first aid and CPR, safe sleep practice and other critical aspects of care to ensure that centers meet or exceed all mandated licensing standards.

These policies and procedures are reviewed and updated regularly by a team of internal experts to incorporate best practices and learnings from our operations.

Self-reporting is a core principle of our operations and our “see/sense something, say something” approach encourages staff to report any concerns.

We further augment our safeguarding practices with classroom observations, including unannounced visits, as well as regular quality and health and safety audits and we maintain an open-door policy for any family who would like to visit their child’s classroom or speak to center leadership.

In the U.S., our proprietary We Care system supports proper supervision of children and documents the transitions of children to and from the care of teachers and parents or to and from classrooms.

Similarly, in our other jurisdictions, we have procedures designed to support the tracking and movement of children.

We aim to engage high-quality caregivers as part of the Bright Horizons back-up care network and require the center and in-home care providers that participate in our network to meet our standards of quality and safety.

Providers in our back-up care network are required to comply, and remain compliant, with the requirements of state and local regulatory agencies and are selected and screened for their capability to provide high-quality care.

We require our providers to meet a variety of specific requirements, including recruitment screening, reference checks, and background checks as well as to conduct regular training.

Additionally, we provide ongoing oversight and monitoring of our back-up care services through regular audits, customer and family surveys and user feedback.

Feedback received helps inform new or additional trainings, system improvements and policy or process enhancements to help ensure the ongoing health and safety of the children and adults in our care.

Classroom Health and Safety Practices

We adhere to rigorous health and hygiene practices in our early education and child care centers.

Our protocols were developed in consideration of state and local public health guidelines and, in the U.S., in partnership with medical professionals and experts that specialize in pediatric infectious diseases.

We adhere to all public health regulations and licensing requirements regarding child immunizations and other health practices required to maintain a healthy center environment.

We maintain policies around the safe handling of food and medications, managing illness, allergies and health emergencies.

Our health and safety team is dedicated to supporting our operations to ensure compliance with our policies and practices, and to ensure that we set high standards for health and hygiene.

We also employ a variety of security measures at our centers, including secure electronic access systems and teacher training on emergency response.

Many of our centers are purpose built and designed with open concepts to help ensure the health and safety of children and to minimize the risk of injury to children by incorporating features such as child-sized amenities, rounded corners on furniture and fixtures, age-appropriate toys and equipment and cushioned fall zones surrounding play structures.

Staff are trained in emergency preparedness, and we conduct regular disaster drills to ensure children and staff are kept safe and supported during an emergency situation.

Environmental

Our operations, including the selection and development of the properties that we lease or own, and any construction or improvements that we make at those locations, are subject to a variety of national and local laws and regulations, including environmental, zoning and land use requirements.

In addition, we have a practice of conducting site evaluations on each freestanding or newly constructed or renovated property that we own or lease.

In addition, we have a practice of conducting site evaluations on constructed or renovated properties that we own or lease.

We have no known material environmental liabilities at this time.

In addition, we expect to be required to comply over time with new and changing legislation and regulations, both in the United States and in other jurisdictions in which we operate, in response to climate change.

In addition, we comply with new and changing environmental and climate legislation and regulations in the jurisdictions in which we operate.

Data Protection, Privacy and Security

As part of our normal business activities, we collect, use, store, process and transmit personal information with respect to our clients, children, families and employees.

Such activities are subject to a variety of state and national laws, rules, and regulations in each of the jurisdictions in which we operate.

We will continue to comply with new and changing laws and regulations, including increasingly rigorous requirements related to data protection, privacy and security.

Our early education and child care centers vary in location as well as design and capacity in accordance with industry standards and local regulatory requirements.

Our North American early education and child care centers typically have an average capacity of approximately 130 children, and our international locations have an average capacity of approximately 90 children.

Our North American early education and child care centers typically have an average capacity of approximately 130 children, and our locations outside North America have an average capacity of approximately 90 children.

As of December 31, 2025, our early education and child care centers had a total licensed capacity of approximately 115,000 children, with the smallest center having a capacity of 20 children and the largest having a capacity of approximately 500 children.

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What changed 10-K

Item 1. Business