Form 8-K

8-K — KinderCare Learning Companies, Inc.

Accession: 0001193125-26-352533

Filed: 2026-08-14

Period: 2026-08-11

CIK: 0001873529

SIC: 8351 (SERVICES-CHILD DAY CARE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — d389054d8k.htm (Primary)

EX-10.1 (d389054dex101.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d389054d8k.htm · Sequence: 1

8-K

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UNITED STATES

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 Report (Date of earliest event reported): August 11, 2026

KinderCare Learning Companies, Inc.

(Exact name of Registrant as Specified in Its Charter)

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)

Registrant’s Telephone Number, Including Area Code: (503) 872-1300

Not applicable

(Former Name or Former Address, if Changed Since Last 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

Trading

Symbol(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 1.01 Entry into a Material Definitive Agreement

KinderCare Education LLC (“KinderCare Education”) is a wholly-owned subsidiary of KinderCare Learning Companies, Inc. (the “Company”). KinderCare Education is a tenant under a Master Lease Agreement with landlord KCP RE LLC (the “Landlord”), dated August 1, 2015, as amended (“Lease Agreement”) relating to 545 center sites.

On April 8, 2026, KinderCare Education and the Landlord entered into a Fifth Amendment (the “Fifth Amendment”) to the Lease Agreement. The Fifth Amendment was not effective or binding on the parties until the day following the date of Landlord’s repayment and release of the mortgage loan covering the sites, which was dependent upon the Landlord’s refinancing of such mortgage loan. Prior to the effective date of the Fifth Amendment, KinderCare Education and the Landlord entered into an Amended and Restated Fifth Amendment (“A&R Fifth Amendment”) as of and effective August 11, 2026. The A&R Fifth Amendment amends, restates and supersedes the Fifth Amendment in its entirety and amends the Lease Agreement.

The A&R Fifth Amendment divides the 545 center sites into six schedules, with Schedule 1 having 13 sites, Schedule 2 having 51 sites, Schedule 3 having 37 sites, Schedule 4 having 177 sites, Schedule 5 having 237 Sites, and Schedule 6 having 30 sites. As contemplated by the A&R Fifth Amendment, the 13 sites on Schedule 1 were transferred to an affiliate of Landlord, KCP RE II LLC (“KCP RE II”). KinderCare Education, as tenant, and KCP RE II, as landlord, entered into a new master lease agreement effective as of August 11, 2026 covering the Schedule 1 sites. The Schedule 1 master lease agreement has a lease term ending December 31, 2029 and the same annual rent payable under the Lease Agreement with respect to the Schedule 1 sites.

For the remaining sites, the A&R Fifth Amendment modifies the terms of the leases by schedule as follows:

●

Schedule 2 sites: lease of these sites to expire on December 31, 2033; date for adjustment of annual rent is August 1, 2030; no term extension options.

●

Schedule 3 sites: lease of these sites to expire on December 31, 2036; dates for adjustment of annual rent are August 1, 2030 and August 1, 2035; no term extension options.

●

Schedule 4 sites: lease of these sites to expire on December 31, 2038; dates for adjustment of annual rent are August 1, 2030 and August 1, 2035; one five-year term extension option for all (but not less than all) Schedule 4 sites.

●

Schedule 5 sites: lease of these sites to expire on December 31, 2040; dates for adjustment of annual rent are August 1, 2030, August 1, 2035 and August 1, 2040; one five-year term extension option for all (but not less than all) Schedule 5 sites.

●

Schedule 6 sites: lease of these sites to expire on December 31, 2042; dates for adjustment of annual rent are August 1, 2030, August 1, 2035 and August 1, 2040; one five-year term extension option for all (but not less than all) Schedule 6 sites.

As of the expiration of the term for any site or the removal of any site from the Lease Agreement, the annual rent payable will be correspondingly reduced by the amount of the annual rent allocated for that particular site.

Through the A&R Fifth Amendment, the parties also agreed that the “Escalation Percentage” for annual rent adjustments on the relevant adjustment dates would be the lesser of (i) 12.5% (previously 10%) or (ii) the applicable “Index Increase.”

The foregoing description of the A&R Fifth Amendment is a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the A&R Fifth Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

10.1*

Amended and Restated Fifth Amendment to Master Lease Agreement between KCP RE LLC, as Landlord, and KinderCare Education, LLC, as Tenant, dated as of August 11, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules, annexes, or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, but will be furnished supplementally to the Commission upon request.

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: August 14, 2026

By:

/s/ Anthony Amandi

Name:

Anthony Amandi

Title

Chief Financial Officer

EX-10.1

Filename: d389054dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED FIFTH AMENDMENT

MASTER LEASE

AGREEMENT

This Amended and Restated Fifth Amendment to Master Lease Agreement (the “Amended and Restated Fifth

Amendment”) is dated August 11, 2026 (the “Effective Date”), by and between KCP RE LLC, a Delaware limited liability company (“Landlord”), and KINDERCARE EDUCATION LLC, a Delaware limited

liability company (f/k/a Knowledge Universe Education LLC) (“Tenant”).

RECITALS

WHEREAS, Landlord and Tenant entered into a Master Lease Agreement as of August 1, 2015 (the “Original Lease”),

as amended pursuant to a First Amendment to Master Lease Agreement dated as of November 13, 2015 (the “First Amendment”), a Second Amendment to Master Lease dated as of April 4, 2018 (the “Second

Amendment”), a Third Amendment to Master Lease Agreement dated June 11, 2020 (the “Third Amendment”), a letter agreement dated October 21, 2020 (the “2020 Letter Agreement”), a Fourth

Amendment to Master Lease Agreement dated June 3, 2022 (the “Fourth Amendment”) and a Fifth Amendment to Master Lease Agreement dated April 8, 2026 (the “Fifth Amendment”). This Amended and Restated

Fifth Amendment amends, restates and supersedes the Fifth Amendment in its entirety. The New Master Lease referred to in the Fifth Amendment is hereby cancelled and superseded by the New Master Lease referred to in Section 2 of this Amended and

Restated Fifth Amendment. The Original Lease, as amended by the First Amendment, Second Amendment, Third Amendment, 2020 Letter Agreement, and Fourth Amendment is hereinafter referred to as the “Existing Lease”). Pursuant to the

Existing Lease, Landlord leases to Tenant each of the Sites, as more particularly described therein. For purposes of this Amended and Restated Fifth Amendment, the Existing Lease as amended by this Amended and Restated Fifth Amendment shall be

referred to herein as the “Lease”;

WHEREAS, as a condition to Landlord entering into the First Amendment, KUEHG

Corp., a Delaware corporation (“Guarantor”), executed and delivered that certain Guaranty Agreement dated November 13, 2015, in favor of Landlord (the “Guaranty”);

WHEREAS, as of the Effective Date, the 13 Sites listed on Schedule 1 (the “Schedule 1 Sites”), have been transferred

to KCP RE II LLC, a Delaware limited liability company (“KCP RE II”);

WHEREAS, Landlord and Tenant desire to

further amend the Existing Lease as more particularly described herein. Each capitalized term used in this Amendment not defined herein shall have the same meaning ascribed to it in the Lease.

AGREEMENTS

NOW THEREFORE, for and in consideration of the foregoing premises and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Current Status of Sites Covered by

Existing Lease. There are 545 Sites currently subject to the provisions of the Existing Lease. The Initial Term of the Existing Lease for thirty (30) of the Sites expires July 31, 2035. The Initial Term of the Existing Lease for

the remainder of the Sites expires July 31, 2033. Tenant has Term Extension Options with respect to certain of the Sites, which Term Extension Options are modified or terminated as provided in Section 5 of this Amended and Restated Fifth

Amendment. The 545 Sites are listed on Schedules 1, 2, 3, 4, 5 and 6, attached hereto and made a part hereof. The 51 Sites listed on Schedule 2 are referred to herein as the “Schedule 2 Sites”. The 37 Sites listed on Schedule 3

are referred to herein as the “Schedule 3 Sites”. The 177 Sites listed on Schedule 4 are referred to herein as the “Schedule 4 Sites”. The 237 Sites listed on Schedule 5 are referred to herein as the

“Schedule 5 Sites”. The 30 Sites listed on Schedule 6 are referred to herein as the “Schedule 6 Sites”.

2. Termination of Lease for Schedule 1 Sites. As of the Effective Date, the Lease Term shall end with respect to each of

the Schedule 1 Sites only and the obligations of Tenant under the Lease (other than any obligations expressed therein as surviving termination of the Lease), with respect to the Schedule 1 Sites shall terminate. As of the Effective Date, KCP RE II,

as landlord, and Tenant shall enter into a new master lease agreement (the “New Master Lease”) effective as of the Effective Date, with respect to the Schedule 1 Sites with a term commencing on the day following the Effective Date

and ending December 31, 2029. The Lease, as amended, shall continue in full force and effect with respect to the Schedule 2 Sites, Schedule 3 Sites, Schedule 4 Sites, Schedule 5 Sites and Schedule 6 Sites (hereinafter referred to as the

“Retained Sites”).

3. Tenant to Remain in Possession of Schedule 1 Sites. Notwithstanding the

termination of the Lease with respect to each of the Schedule 1 Sites, Tenant shall remain in possession thereof and continue to lease and occupy the same under the terms of the New Master Lease.

4. Annual Rent for Schedule 1 Sites. The Annual Rent for the Schedule 1 Sites payable under the New Master Lease shall be

$2,016,130 per year, payable monthly, which is the same amount as currently payable under the Lease with respect to such Schedule 1 Sites.

5. Restructuring of Lease for Retained Sites.

(a) Schedule 2 Sites. Effective as of the Effective Date, the Initial Term of the Lease for the Schedule 2 Sites is hereby

modified to be the period beginning on the Commencement Date and ending on December 31, 2033. The “Adjustment Date” for the Schedule 2 Sites shall be August 1, 2030. Tenant has no Term Extension Options with respect to the

Schedule 2 Sites.

(b) Schedule 3 Sites. Effective as of the Effective Date, the Initial Term of the Lease for the Schedule

3 Sites is hereby modified to be the period beginning on the Commencement Date and ending on December 31, 2036. The “Adjustment Dates” for the Schedule 3 Sites shall be August 1, 2030 and August 1, 2035. Tenant has no Term

Extension Options with respect to the Schedule 3 Sites.

the Lease for the Schedule 4 Sites is hereby modified to be the period beginning on the Commencement Date and ending on December 31, 2038. The “Adjustment Dates” for the Schedule 4 Sites shall be August 1, 2030 and

August 1, 2035. Tenant shall have one (1) Term Extension Option for a period of five (5) Lease Years with respect to all but not less than all of the Schedule 4 Sites. If Tenant exercises its Term Extension Option with respect to the

Schedule 4 Sites, the Annual Rent shall also be adjusted pursuant to the Lease on August 1, 2040, which shall be an Adjustment Date.

(d) Schedule 5 Sites. Effective as of the Effective Date, the Initial Term of the Lease for the Schedule 5 Sites is hereby

modified to be the period beginning on the Commencement Date and ending on December 31, 2040. The “Adjustment Dates” for the Schedule 5 Sites shall be August 1, 2030, August 1, 2035 and August 1, 2040. Tenant shall

have one (1) Term Extension Option for a period of five (5) Lease Years with respect to all but not less than all of the Schedule 5 Sites. If Tenant exercises its Term Extension Option with respect to the Schedule 5 Sites, the Annual Rent

shall also be adjusted pursuant to the Lease on August 1, 2045, which shall be an Adjustment Date.

(e) Schedule 6

Sites. Effective as of the Effective Date, the Initial Term of the Lease for the Schedule 6 Sites is hereby modified to be the period beginning on the Commencement Date and ending on December 31, 2042. The “Adjustment Dates”

for the Schedule 6 Sites shall be August 1, 2030, August 1, 2035 and August 1, 2040. Tenant shall have one (1) Term Extension Option for a period of five (5) Lease Years with respect to all but not less than all of the

Schedule 6 Sites. If Tenant exercises its Term Extension Option with respect to the Schedule 6 Sites, the Annual Rent shall also be adjusted pursuant to the Lease on August 1, 2045, which shall be an Adjustment Date.

6. Escalation Percentage. Effective as of the Effective Date, Section 1.1(43) of the Lease is hereby amended to read

as follows: “Escalation Percentage” means, as of any Adjustment Date, the lesser of (i) twelve and one-half percent (12.5%); or (ii) the applicable Index Increase.

7. Surrender Condition of Sites. On or prior to the expiration date of the Term for any Site, Tenant will vacate and

surrender such Site to Landlord in “Lease Compliant Condition”. Lease Compliant Condition means that the Site is in the condition required by Sections 8.1, 10.1, 10.2 of the Lease and that Tenant has fully performed its

obligations thereunder.

8. Amendment to Article 16 of Existing Lease.

(a) Section 16.1B of Existing Lease. Effective as of the Effective Date, Section 16.1B of the Lease is

amended to provide that the deductible or self-insured retention amounts for all insurance policies required to be provided by Tenant pursuant to the Lease shall be subject to the approval of Landlord and Landlord’s Mortgage Lender. Such

approvals shall take into account the deductible or self-insured retention amounts then available to Tenant in the insurance market. In the event of a conflict between the Lease and Mortgage Loan Agreement, the Mortgage Loan Agreement will control.

(b) Amendment to Section 16.2A. Effective as of the Effective Date,

Section 16.2A is amended to (i) provide that all Policies shall be issued by insurance companies that are licensed to do business in the state where the Premises are located or in the jurisdiction where such insurance

companies are organized; and (ii) provide that a self-insured retention is permitted in lieu of a deductible. In the event of a conflict between the Lease and Mortgage Loan Agreement, the Mortgage Loan Agreement will control.

Tenant will provide the insurance described in Section 5.15 of the Mortgage Loan Agreement. In the event of a conflict between the Lease and Mortgage Loan Agreement, the Mortgage Loan Agreement will control.

(d) Exhibit E. Exhibit E is hereby deleted and replaced with Exhibit E attached hereto.

9. Amendment to Section 28.14 of Existing Lease. Effective as of the Effective Date,

Section 28.14 is deleted and replaced with the following:

Confidentiality. Neither party, nor its respective agents, representatives,

employees, partners, members, officers or directors will disclose the economic terms of this Lease or any Proprietary Information (collectively, “Confidential Information”) except (i) with the prior consent to such disclosure from

the other party, which consent may be withheld at either party’s sole discretion, (ii) as required by any applicable law, court order, subpoena or legal or regulatory requirement, as required by rules of any applicable securities market

or exchange or as required in connection with any litigation (or arbitration) between the parties hereto or (iii) to such party’s members, partners, employees, officers, directors, agents, attorneys, accountants, consultants, investors,

potential investors, lenders (including the Lenders), potential lenders, purchasers, potential purchasers or assignees and service providers who have a reason to know such Confidential Information in accordance with usual and customary business

practices of Landlord or Tenant, as the case may be, provided that Landlord and Tenant shall remain liable for any breach of the provisions of this Section 28.14 by any of the parties for whom it is responsible. The obligation hereunder

to maintain the confidentiality of Confidential Information and to refrain from use of Confidential Information for any purposes not agreed upon shall not expire. The foregoing restriction on the dissemination of Confidential Information shall not

apply to any information that is (A) known to the receiving party prior to the disclosure thereof by or on behalf of the disclosing party so long as the receiving party was not under an obligation not to disclose at the time of receipt,

(B) developed by the receiving party independently of any of the other Confidential Information, (C) known to the public through no act or fault of the receiving party in violation of this Section 28.14 or (D) disclosed to the

receiving party by a third party that, to the receiving party’s knowledge, is under no obligation of confidentiality to the disclosing party. Without limiting the provisions of clause (iii) above, Confidential Information (1) may be

disclosed by Landlord to any lender(s) (including Lenders) or any prospective lender(s) of Landlord or any Affiliate of Landlord and by any such lender(s) (including Lenders) or prospective lender(s) to their actual or prospective successors and

assigns, any Affiliates of the foregoing, any loan servicer, any Rating Agencies or other NRSROs or any other Person in connection with a loan or prospective loan (including the Loans) and (2) may be used or disseminated, including any and all

information in such lender’s or prospective lender’s possession regarding Tenant, this Lease, the Premises and/or any loan (including the Loans) in any disclosure document, in any advertising, promotional or marketing materials that are

prepared by or on behalf of such lender or prospective lender in connection with any

Secondary Market Transaction or in connection with any oral or written presentation made by or on behalf of such lender or prospective lender, including without limitation, to any actual or

potential investors and any Rating Agencies and other NRSROs, and such materials and presentations may describe this Lease in general terms or in detail. Landlord acknowledges that and has advised its officers, employees and directors that Tenant is

a publicly-traded company. Landlord agrees to comply in all material respects with United State securities laws in connection with the disclosure of Confidential Information.

10. Annual Rent. As of the expiration date of the Term for any Site or the removal of any Site from the Lease, the Annual

Rent payable shall be reduced by the amount of the Annual Rent allocated for such particular Site, as shown on Schedule 1- Schedule 6.

11. Title and Authority. Each of Landlord and Tenant hereby represents and warrants as follows and as applicable as to

the representing party: (a) the representing party has full right, power and authority to execute, deliver and perform this Amended and Restated Fifth Amendment, and all required action and approvals therefor have been duly taken and obtained

by the representing party, and (b) this Amended and Restated Fifth Amendment is and shall be binding upon and enforceable against the representing party in accordance with its terms and will not result in a breach of or constitute a default of

any instrument or agreement to which the representing party or the Premises is subject or bound. The individual executing this Amended and Restated Fifth Amendment on behalf of each party represents and warrants that he or she is duly authorized to

do so and to bind such party hereto.

12. Time is of the Essence. Time is of the essence in the performance of and

compliance with each of the provisions and conditions of this Amended and Restated Fifth Amendment.

13. Conflict in

Terms. All other terms and conditions set forth in the Existing Lease are hereby ratified and shall remain the same and the Existing Lease, as amended by this Amended and Restated Fifth Amendment, continues to be in full force and effect. To

the extent that any provision of this Amended and Restated Fifth Amendment conflicts with the Existing Lease, the terms of this Amended and Restated Fifth Amendment shall control.

14. Binding Effect. The provisions of this Amended and Restated Fifth Amendment shall be binding upon and inure to the

benefit of the parties and their respective heirs, legal representatives, successors and assigns. No amendment, modification or supplement to this Amended and Restated Fifth Amendment shall be binding upon the parties unless in writing and executed

by Landlord and Tenant.

15. Entire Amendment. This Amended and Restated Fifth Amendment and the Existing Lease

contain the entire agreement between Landlord and Tenant with respect to the Premises and supersedes all prior and contemporaneous agreements between them with respect to such matters. Except for the Existing Lease and this Amended and Restated

Fifth Amendment and any other written document executed by party against whom such document is sought to be enforced, no prior agreements or understandings with respect to the lease by Landlord to Tenant of the Premises shall be valid or of any

force or effect.

16. Ambiguity. All provisions of this Amended and Restated Fifth

Amendment have been negotiated by both parties at arms’ length and neither party shall be deemed the scrivener of this Amended and Restated Fifth Amendment. This Amended and Restated Fifth Amendment shall not be construed for or against either

party by reason of the authorship or alleged authorship of any provision hereof.

17. Severability. If any provision

of this Amended and Restated Fifth Amendment or the application thereof to any person or circumstance is or shall be deemed illegal, invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect and this Amended and

Restated Fifth Amendment shall be interpreted as if such illegal, invalid or unenforceable provision did not exist herein.

18.

Brokers. Tenant and Landlord each represent and warrant to the other that it did not deal with any agent or broker in connection with the transaction evidenced by this Amended and Restated Fifth Amendment. Tenant and Landlord shall

each indemnify the other party, and such other party’s beneficiaries, agents, partners and employees and hold them harmless form and against all claims, loss, cost, damage or expense, including, but not limited to, reasonable attorneys’

fees actually incurred without regard to any statutory presumption and court costs, incurred by the other party as a result of or in conjunction with a claim of any real estate agent or broker, if made by, through or under the indemnifying party.

The provisions of this section shall survive the expiration or earlier termination of the Lease.

19. Additional

Documents. The parties hereto shall, whenever and as often as reasonably requested to do so by the other party, execute, acknowledge and deliver or cause to be executed, acknowledged and delivered any and all documents and instruments as may

be necessary, expedient or proper to carry out the intent and purpose of this Amended and Restated Fifth Amendment, provided that the requesting party shall bear the cost and expense of preparing such further instruments and documents.

20. Counterparts; Scanned Email Signatures. This Amended and Restated Fifth Amendment may be executed in counterparts.

Such counterparts taken together shall constitute one and the same agreement. It is agreed that an electronic .pdf signature shall evidence and constitute valid execution of this Amended and Restated Fifth Amendment and shall be binding upon the

signing party and shall be the same as delivery of an original. At the request of either party, an original signed document will be provided to the requesting party.

[SIGNATURES ON FOLLOWING PAGES]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Fifth

Amendment as of the date set forth above.

LANDLORD:

KCP RE LLC, a Delaware limited liability company

By:

/s/ Stanley E. Maron

Name: Stanley Maron

Title: Secretary

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the

document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA

)

ss:

COUNTY OF LOS ANGELES

)

On the 4th day of August in the year 2026, before me, the undersigned, personally appeared Stanley E. Maron

personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed in the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her

signature on said instrument, such individual, and the person or entity upon behalf of which such individual acted, executed the instrument.

/s/ Nanette Carey

Notary Public

My commission expires:

[Notary seal]

TENANT:

KINDERCARE EDUCATION LLC,

Delaware limited liability company

(f/k/a Knowledge Universe Education LLC)

By:

/s/ Mark Warren

Name: Mark Warren

Title: VP Facilities, Real Estate & Development

STATE OF OREGON

)

ss:

COUNTY OF MULTNOMAH

)

This record was acknowledged before me on July 28, 2026, by Mark Warren as VP Facilities, Real Estate &

Development of KINDERCARE EDUCATION LLC.

/s/ Carrie Ann Fort-Ludwig

Notary Public – State of Oregon

CONSENT AND REAFFIRMATION OF GUARANTOR

The undersigned (“Guarantor”) consents to the foregoing Amended and Restated Fifth Amendment to Master Lease Agreement (the

“Amended and Restated Fifth Amendment”) and reaffirms its obligations under that certain Guaranty Agreement, dated November 13, 2015 (the “Guaranty”). All initially capitalized terms used but not

defined in this Guarantor Consent (this “Consent”) shall have the meanings assigned to such terms in the Amended and Restated Fifth Amendment. Guarantor hereby consents to the Amended and Restated Fifth Amendment and the

transactions contemplated thereby, and hereby reaffirms its obligations under the Guaranty. Guarantor further reaffirms that its obligations under the Guaranty are separate and distinct from Tenant’s obligations and reaffirms its waivers, as

set forth in the Guaranty, of each and every one of the possible defenses to such obligations. Guarantor expressly acknowledges and agrees that it has no defenses, counterclaims or offsets with respect to its obligations under the Guaranty, nor any

claims against Tenant of any nature whatsoever.

Agreed and Acknowledged:

Dated as of: 8/11/2026

GUARANTOR:

KUEHG CORP., a Delaware corporation

By:

/s/ Mark Warren

Name:

Mark Warren

Title:

VP Facilities, Real Estate & Development

STATE OF OREGON

)

ss:

COUNTY OF MULTNOMAH

)

This record was acknowledged before me on July 28, 2026, by Mark Warren as VP Facilities, Real

Estate & Development of KUEHG CORP.

/s/ Carrie Ann Fort-Ludwig

Notary Public – State of Oregon

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Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

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Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

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Balance Type:

Period Type:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

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Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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Name:

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