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

SECURITIESFORM AND EXCHANGE COMMISSION8-K

~~WASHINGTON,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): July 01, 2025

~~Pursuant~~KinderCare toLearning ~~Section 13~~Companies, ~~or 15(d)~~Inc.

(Exact name of ~~the~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ofIts ~~1934~~Charter)

Date of Report (Date of earliest event reported): June 5, 2025


Delaware	001-42367	87-1653366
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5005 Meadows Road
Lake Oswego, Oregon		97035
(Address of Principal Executive Offices)		(Zip Code)

~~KinderCare~~Registrant’s ~~Learning~~Telephone ~~Companies~~Number, ~~Inc.~~Including Area Code: (503) 872-1300

(~~Exact~~Former ~~name~~Name ofor ~~Registrant~~Former asAddress, ~~Specified~~if inChanged ~~Its~~Since ~~Charter~~Last Report)

Delaware		001-42367		87-1653366
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS EmployerIdentification No.)

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:

5005 Meadows Road
Lake Oswego, Oregon		97035
(Address of Principal Executive Offices)		(Zip Code)

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

~~Registrant’s~~☐Soliciting ~~Telephone~~material ~~Number,~~pursuant ~~Including~~to ~~Area~~Rule ~~Code:~~14a-12 under the Exchange Act (~~503)~~17 ~~872~~CFR 240.14a-~~1300~~12)

~~Not~~☐Pre-commencement ~~applicable~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~(Former~~☐Pre-commencement ~~Name~~communications orpursuant ~~Former~~to ~~Address,~~Rule if13e-4(c) ~~Changed~~under ~~Since~~the ~~Last~~Exchange ~~Report~~Act (17 CFR 240.13e-4(c))

~~Check~~Securities ~~the~~registered ~~appropriate~~pursuant ~~box below if the Form 8-K filing is intended~~ to ~~simultaneously~~Section ~~satisfy~~12(b) ~~the filing obligation~~ of the ~~registrant under any of the following provisions~~Act:

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


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

☐Indicate ~~Soliciting~~by ~~material~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14a~~405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-122 ~~under~~of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§ 240.~~14a~~12b-122 of this chapter).

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

☐If ~~Pre-commencement~~an ~~communications~~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 ~~Rule~~Section ~~13e-4~~13(ca) ~~under~~of the Exchange Act ~~(17 CFR 240~~.~~13e-4(c))~~ ☐

SecuritiesItem registered1.01 pursuantEntry tointo Section 12(b)a ofMaterial theDefinitive Act:Agreement.

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

On July 1, 2025, KUEHG Corp. (“KUEHG”), a Delaware corporation and wholly owned subsidiary of KinderCare Learning Companies, Inc. (the “Company”), entered into an amendment (the “Repricing Amendment”) to its credit agreement, dated as of June 12, 2023, as amended from time to time (the “Credit Agreement”), to reprice (i) its first lien term loans (the “First Lien Term Loan Facility”) and (ii) its revolving credit facility (the “First Lien Revolving Credit Facility”). As of the effective date of the Repricing Amendment, the First Lien Term Loan Facility bears interest at a variable rate equal to Term SOFR plus 2.75% per annum. Additionally, as of the effective date of the Repricing Amendment, amounts drawn under the First Lien Revolving Credit Facility bear interest at Term SOFR plus an applicable rate between 2.00% and 2.50% per annum, and fees on the outstanding balance of letters of credit bear interest at an applicable rate between 2.00% and 2.50% per annum, based on a pricing grid in which the levels are set based on the Company’s first lien net leverage ratio. The Repricing Amendment also resets the soft call protection of 1.00% for certain repricing transactions applicable to the repriced First Lien Term Loan Facility for six months after the effective date of the Repricing Amendment. All other terms under the Credit Agreement remained unchanged.

IndicateItem by2.03 checkCreation mark whether the registrant is an emerging growth company as defined in Rule 405 of thea SecuritiesDirect ActFinancial ofObligation 1933or (§ 230.405an ofObligation thisunder chapter)an or Rule 12bOff-2Balance ofSheet theArrangement Securities Exchange Act of 1934a (§ 240Registrant.12b-2 of this chapter).

~~Emerging~~The ~~growth~~information ~~company ☐~~set forth above in Item 1.01 is incorporated by reference to this Item 2.03.

IfItem an9.01 emergingFinancial growthStatements company,and 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 ActExhibits. ☐

~~Item~~(d) ~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Exhibits

On June 5, 2025, Preston Grasty notified KinderCare Learning Companies, Inc. (the “Company”) that he would be resigning from the Company’s Board of Directors (the “Board”), effective immediately. The resignation of Mr. Grasty was not as a result of any disagreement with the Company.


Exhibit		Description
10.1		Repricing Amendment, dated as of July 1, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item 5.07 Submission of Matters to a Vote of Security Holders.~~SIGNATURES

OnPursuant ~~June 5,~~to ~~2025,~~ the ~~Company~~requirements ~~held its 2025 Annual Meeting~~ of ~~Stockholders (~~the ~~“Annual~~Securities ~~Meeting”).~~Exchange AAct ~~total~~ of ~~112~~1934,~~755,388~~ ~~shares were present or represented by proxy at~~ the ~~Annual~~registrant ~~Meeting,~~has ~~representing~~duly ~~approximately~~caused ~~95.55%~~this ofreport ~~all shares entitled~~ to ~~vote~~be atsigned ~~the Annual Meeting. The stockholders voted~~ on ~~the~~its ~~matters~~behalf ~~presented~~by at the ~~Annual~~undersigned ~~Meeting,~~hereunto ~~and~~duly ~~the shares present, in person or by proxy, were voted as follows:~~ authorized.

1. Election of Directors


			KinderCare Learning Companies, Inc.

Date:	July 3, 2025	By:	/s/ Anthony Amandi
		Name: Title:	Anthony Amandi Chief Financial Officer

Proposal No. 1 was the election of two nominees to serve as Class I directors of the Company, each for a term of three years until the Company’s 2028 annual meeting of stockholders. The results of the vote were as follows:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Christine Deputy	99,099,069	12,108,500	1,547,819
Paul Thompson	111,047,542	160,027	1,547,819

Pursuant to the foregoing votes, the two nominees listed above were elected to serve on the Board. There were no additional director nominations brought before the meeting.

2. Ratification of the Appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s Independent Registered Public Accounting Firm

Proposal No. 2 was the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2026. The results of the vote were as follows:

Votes For		Votes Against		Abstentions
112,674,596		77,092		3,700

Pursuant to the foregoing vote, the ratification of PwC as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2026 was approved.

3. Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

Proposal No. 3 was the approval, on an advisory basis, of the compensation of the Company’s named executive officers. The results of the vote were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
110,830,838		372,105		4,626		1,547,819

Pursuant to the foregoing vote, the stockholders adopted a non-binding resolution indicating their approval of the compensation of the Company’s named executive officers.

4. Advisory Vote to Approve the Frequency of Future Stockholder Advisory Votes on Compensation of Named Executive Officers

Proposal No. 4 was the approval, on an advisory basis, of the frequency of future stockholder advisory votes on compensation of the Company’s named executive officers. The results of the vote were as follows:

One Years		Two Years		Three Years		Abstentions		Broker Non-Votes
111,135,360		777		3,295		68,137		1,547,819

Pursuant to the foregoing vote, the stockholders adopted a non-binding resolution indicating that the frequency of future advisory votes on compensation of the Company’s named executive officers be every one year.

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.

		KinderCare Learning Companies, Inc.
Date: June 9, 2025	By:	/s/ Anthony Amandi
	Name: Title:	Anthony Amandi Chief Financial Officer

Filing Compare · KinderCare Learning Companies, Inc.