Marshall Rosamund 4

What Happened

• Marshall Rosamund, Managing Director – International at Bright Horizons (BFAM), had performance-based and time-based restricted stock units vest on 2026-02-24. He was issued 2,623 shares upon settlement of PRSUs (award, acquired at $0). To satisfy tax withholding obligations, a total of 3,345 shares were withheld/disposed at $71.64 per share (1,181 shares = $84,607; 2,164 shares = $155,029), a combined value of about $239,636. These disposals were tax withholdings, not open-market sales.

Key Details

• Transaction date: 2026-02-24; Form 4 filed 2026-02-26 (timely filing).
• Award: 2,623 shares @ $0.00 (vesting/settlement of performance-based RSUs/PRSUs).
• Withholdings (code F): 1,181 shares @ $71.64 = $84,607; 2,164 shares @ $71.64 = $155,029.
• Shares owned after the transactions: not specified in the reported excerpt.
• Footnotes:
  • F1: PRSUs vested based on Bright Horizons' performance for the 2023–2025 period; each PRSU converts to one share on vesting.
  • F2: Shares withheld to satisfy tax withholding on the vested PRSUs.
  • F3: Shares withheld to satisfy tax withholding on vested RSUs.
• Filing timeliness: Form 4 was filed two days after the transactions (no late filing indicated).

Context

• This was a vesting/settlement event (award) with shares withheld to meet tax obligations — effectively a cashless settlement for tax purposes, not an open-market sale that signals trading intent. Such withholding transactions are routine following vesting and are primarily administrative.