Kramer Stephen Howard 4

What Happened Stephen H. Kramer, CEO & President and a director of Bright Horizons Family Solutions (BFAM), received 12,240 shares upon vesting of performance-based restricted stock units (PRSUs) on Feb 24, 2026. To satisfy tax withholding obligations, a total of 12,876 shares were withheld/disposed at $71.64 per share (4,083 shares = $292,506 and 8,793 shares = $629,931), a combined tax-withholding value of $922,437. This was the settlement of compensation awards (vesting) rather than an open-market purchase or discretionary sale.

Key Details

• Transaction date: 2026-02-24; Form 4 filed 2026-02-26 (appears timely).
• Acquired: 12,240 shares (PRSU vesting) — reported as $0.00 per share (award settlement).
• Disposed / withheld for taxes: 4,083 shares @ $71.64 = $292,506; 8,793 shares @ $71.64 = $629,931; total withheld = 12,876 shares, $922,437.
• Net of these entries: a paper decrease of 636 shares (12,240 acquired − 12,876 withheld); note the 8,793-share withholding (F3) is tied to RSU withholding and may relate to separate vested RSUs.
• Footnotes: F1 = PRSU vesting/acquisition; F2 = shares withheld for PRSU tax withholding; F3 = shares withheld for RSU tax withholding.
• Shares owned after the transactions: not specified in the provided filing.

Context

• PRSUs and RSUs: PRSUs are performance-based awards that convert to shares upon achievement of metrics (performance period 1/1/2023–12/31/2025); RSUs convert to shares upon vesting. The disposals here are share-withholdings to cover tax liabilities (a common, routine settlement method), not open-market sales intended as investment signals.
• For retail investors: this filing documents executive compensation settlement and tax withholding. Such award vesting is routine and does not by itself indicate the insider is buying or selling shares for investment reasons.