Form 8-K
8-K — KinderCare Learning Companies, Inc.
Accession: 0001193125-26-333069
Filed: 2026-08-04
Period: 2026-08-03
CIK: 0001873529
SIC: 8351 (SERVICES-CHILD DAY CARE SERVICES)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d171177d8k.htm (Primary)
EX-99.1 (d171177dex991.htm)
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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 3, 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 3, 2026, the board of directors (the “Board”) of KinderCare Learning Companies, Inc. (the “Company”), increased the authorized number of directors to seven (7) and elected David Barse to serve as a as a Class II director of the Board, effective August 3, 2026. Class II directors serve until the 2029 annual meeting of stockholders.
In electing Mr. Barse, the Board affirmatively determined that Mr. Barse qualifies as an “independent director” under the New York Stock Exchange standards. The Board expects to appoint Mr. Barse to one or more of its standing committees, with such committee assignment(s) to be determined at a later date.
Mr. Barse will be entitled to compensation payable to the Company’s directors pursuant to the Company’s director compensation policy, prorated to reflect the commencement date of Mr. Barse’s service. As provided in that policy, Mr. Barse was granted on August 3, 2026 a restricted stock unit (RSU) award under the Company’s 2022 Incentive Award Plan with a grant date value of $126,575, which is prorated based upon the value of an annual RSU grant of $150,000. In order to align Mr. Barse’s RSU award vesting to the vesting of the director awards granted on June 5, 2026 following the 2026 annual meeting of stockholders, the RSU award to Mr. Barse will vest on the earlier of (i) the day immediately preceding the 2027 annual meeting of stockholders or (ii) the first anniversary of June 5, 2026, the grant date of the other director awards.
Mr. Barse will enter into the Company’s standard form of indemnification agreement. Mr. Barse was selected as a director of the Company by the PG Stockholders under that certain Stockholders Agreement dated October 8, 2024 by and among the PG Stockholders, the other stockholders identified therein and the Company, and Mr. Barse is a “PG Stockholders’ Designee” as defined therein. There are no family relationships between Mr. Barse and any director or executive officer of the Company. Mr. Barse does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01
Regulation FD.
On August 4, 2026, the Company issued a press release announcing Mr. Barse’s election to the Board. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Description
99.1
Press release issued by KinderCare Learning Companies, Inc. on August 4, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 4, 2026
By:
/s/ John T. Wyatt
Name:
John T. Wyatt
Title
Chief Executive Officer
EX-99.1
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EX-99.1
EXHIBIT 99.1
KinderCare Learning Companies Appoints David Barse to Board of Directors
Experienced business leader and investor brings decades of strategic, financial, and governance expertise
LAKE OSWEGO, Ore. — Aug. 4, 2026 — KinderCare Learning Companies, Inc. (NYSE: KLC), one of the nation’s leading providers of
high-quality early childhood education and care, today announced the appointment of David Barse to its Board of Directors, effective Aug. 3, 2026.
Barse
is the Founder and Chief Investment Officer of DMB Holdings, a family office, and the Founder of XOUT Capital, an index provider for the ETF industry. He previously served as Chief Executive Officer of Third Avenue Management, a global value
investment organization to both institutional and retail investors, where he led the firm for 25 years. Barse has extensive experience as a board member for both public and private companies and formerly served on the board of Better Home and
Mortgage Company (BETR), an online mortgage company.
“David brings an exceptional combination of strategic leadership, financial expertise, and
governance experience that will strengthen our Board as we continue executing our long-term growth strategy,” said Tom Wyatt, Chairman and Chief Executive Officer of KinderCare Learning Companies. “His experience building and leading
successful organizations, combined with his thoughtful approach to long-term value creation, will be an asset as we continue investing in high-quality early childhood education and creating value for our families, employees, and shareholders.”
“I’ve long admired KinderCare’s commitment to serving children, families, and employers through high-quality early learning,”
said David Barse. “I’m honored to join the Board and look forward to working alongside the leadership team as the company continues to expand its impact and deliver long-term value.”
Barse earned a Juris Doctor from Brooklyn Law School, a bachelor’s degree from The George Washington University, and completed an Executive Education
program at the Stanford University Graduate School of Business.
About KinderCare Learning
Companies™
KinderCare Learning Companies, Inc. (NYSE: KLC) is a leading
private provider of early childhood and school-age education and care. KinderCare builds confidence for life in children and families from all backgrounds. KinderCare supports hardworking families in 42 states
and the District of Columbia with differentiated flexible child care solutions through its portfolio of brands and services:
•
KinderCare® Learning Centers: early
learning programs for children six weeks to 12 years old;
•
The Crème School®: a premium
early education experience using a variety of enrichment classrooms;
•
Champions®: before- and after-school
programs in local schools, and
•
Customized child care benefits created in partnership with employers, including child care on or near the site
where their parents work, as well as tuition benefits and backup care across all our programs.
Headquartered in Lake Oswego, Oregon,
KinderCare operates more than 2,700 early learning centers and sites.
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