UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~The~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): March 20, 2025

Date of Report (Date of earliest event reported): February 11, 2025

KinderCare Learning Companies, Inc.

(Exact name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware	~~001-42367~~	001-42367	87-1653366
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(IRS EmployerIdentification No.)
5005 Meadows Road
Lake Oswego, Oregon			97035
(Address of Principal Executive Offices)			(Zip Code)

~~5005~~Registrant’s ~~Meadows~~Telephone ~~Road~~Number, ~~Lake~~Including ~~Oswego,~~Area ORCode: ~~97035~~ (~~Address of principal executive offices~~503) ~~(Zip Code)~~872-1300

Registrant’s telephone number, including area code: (503) 872-1300

    Not applicable

   

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report.~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

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

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		KLC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 12.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~February 11~~March 20, 2025 ~~(the “Effective Date”)~~, ~~KUEHG Corp. (“KUEHG”), a Delaware corporation and wholly owned subsidiary of~~ KinderCare Learning Companies, Inc. (the “Company”), ~~entered~~issued ~~into~~a anpress ~~amendment~~release ~~(the~~announcing ~~“RCF Amendment”) to~~ its ~~credit~~results ~~agreement, dated as~~ of ~~June 12,~~operations ~~2023~~for (the ~~“Credit~~fourth ~~Agreement”)~~quarter ~~among~~ended ~~KUEHG,~~December ~~the Company~~28, the guarantors identified therein, the lenders identified therein and Barclays Bank PLC, as administrative agent, which amends the Credit Agreement to (i) incrementally increase its existing revolving extended tranche commitments (the “Revolving Extended Commitments”) in an aggregate principal amount of $222024.~~5 million~~ ~~from~~A acopy ~~new revolving lender and (ii) reclassify and extend $5.0 million~~ of the ~~revolving~~press ~~non-extended~~release ~~tranche~~is ~~commitments~~furnished of an existing revolving lender into Revolving Extended Commitments, such that the aggregate commitments under KUEHG’s first lien revolving credit facility (the “First Lien Revolving Credit Facility”) after giving effect to the amendment were $262.5 million (consisting of $252.5 million of Revolving Extended Commitments and $10.0 million of revolving non-extended tranche commitments). There were no borrowings outstanding under the First Lien Revolving Credit Facility as ofExhibit ~~the date of this filing~~99. ~~All other materials terms under the Credit Agreement remained unchanged~~1.

The ~~Revolving~~information ~~Extended~~furnished ~~Commitments~~under ~~have~~Item an2.02 ~~extended~~of ~~maturity~~this ~~date~~Current ofReport ~~the~~on ~~earlier~~Form ~~of (i) October 10~~8-K, ~~2029,~~including orthe ~~(ii) if~~exhibit, onshall ~~the~~not ~~date~~be ~~that~~deemed is“filed” ~~ninety-one~~for ~~(91) days~~purposes ~~prior~~of toSection 18 of the ~~original~~Securities ~~maturity~~Exchange ~~date~~Act of ~~June 12~~1934, ~~2030~~as ofamended (the ~~term~~“Exchange ~~loan~~Act”), ~~under~~nor ~~the~~shall ~~Credit~~it ~~Agreement~~be ~~(the~~deemed ~~“Initial~~incorporated ~~Term~~by ~~Loan”),~~reference ~~all~~into orthe ~~any~~Company's ~~portion~~filings ofwith the ~~Initial~~Securities ~~Term~~and ~~Loan~~Exchange ~~remain~~Commission ~~outstanding,~~under the ~~date~~Securities ~~that~~Act isof ~~ninety-one~~1933, ~~(91) days~~as ~~prior~~amended, toor the ~~Initial~~Exchange ~~Term~~Act, ~~Loan~~except ~~maturity~~as ~~date.~~shall ~~The~~be ~~maturity~~expressly ~~date~~set offorth ~~the~~by ~~non-extended~~specific ~~tranche~~reference ~~commitments~~in issuch ~~June 12,~~a ~~2028~~filing.

~~The~~Item ~~summary~~9.01 ofFinancial ~~the~~Statements ~~RCF~~and Amendment is qualified in its entirety by reference to the full text of the RCF Amendment, a copy of which will be attached as an exhibit to the Company’s annual report on Form 10-K for the fiscal year ended December 28, 2024Exhibits.

~~Item~~(d) ~~2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Exhibits

The information set forth above in Item 1.01 is incorporated by reference to this Item 2.03.


Exhibit		Description
99.1		Press Release dated March 20, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Signatures~~ 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 hereunto duly authorized.

Date: February 11, 2025				KinderCare Learning Companies, Inc.
			KinderCare Learning Companies, Inc.
				By:	/s/ Anthony Amandi
Date:	March 20, 2025	By:	/s/ Anthony Amandi
				Name:	Anthony Amandi
		Name:Title:	Anthony AmandiChief Financial Officer
				Title:	Chief Financial Officer

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