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): November 20, 2024

Date of Report (Date of earliest event reported): October 30, 2024

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~~(503) 872-1300

(Address of principal executive offices) (Zip Code)

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 ~~October 30~~November 20, 2024 ~~(the “Effective Date”)~~, ~~KUEHG Corp. (“KUEHG”), a Delaware corporation and wholly owned subsidiary of~~ KinderCare Learning Companies, Inc. (the “Company”), ~~repaid~~issued a ~~portion~~press ofrelease ~~its~~announcing ~~outstanding first lien term loans in a principal amount of approximately $608 million, plus accrued but unpaid interest, fees and expenses, under~~ its ~~credit~~results ~~agreement, dated as~~ of ~~June 12,~~operations ~~2023,~~for ~~among KUEHG,~~ the ~~Company,~~third asquarter aended ~~guarantor,~~September ~~the other guarantors named on the signature page therein~~28, ~~and the lenders party thereto (the “Credit Agreement”) (collectively, the “Term Loan Repayment”)~~2024. ~~The~~A ~~Company~~copy ~~funded~~of the ~~Term~~press ~~Loan~~release ~~Repayment~~is ~~with~~furnished ~~the~~as ~~net~~Exhibit ~~proceeds of its initial public offering~~99. 1.

OnThe ~~the~~information ~~Effective~~furnished ~~Date,~~under ~~substantially~~Item ~~concurrently~~2.02 ~~with~~of ~~the~~this ~~Term~~Current ~~Loan~~Report ~~Repayment,~~on ~~KUEHG~~Form ~~entered~~8-K, ~~into~~including ~~Refinancing~~the ~~Amendment~~exhibit, ~~No. 4~~shall tonot ~~the~~be ~~Credit~~deemed ~~Agreement (the~~ “~~Repricing Amendment~~filed”) ~~among~~for ~~KUEHG,~~purposes ~~the~~of ~~Company,~~Section ~~the~~18 ~~guarantors~~of ~~identified therein,~~ the ~~lenders~~Securities ~~identified~~Exchange ~~therein~~Act ~~and~~of ~~Barclays Bank PLC~~1934, as ~~administrative~~amended ~~agent,~~(the ~~which~~“Exchange ~~amends~~Act”), ~~the~~nor ~~Credit~~shall ~~Agreement~~it tobe ~~reprice~~deemed ~~(i) its~~incorporated ~~first~~by ~~lien~~reference ~~term~~into ~~loans,~~the ~~which~~Company's ~~following~~filings with the ~~Term~~Securities ~~Loan~~and ~~Repayment,~~Exchange ~~equal~~Commission anunder ~~outstanding~~the ~~principal~~Securities ~~amount~~Act of ~~approximately~~1933, ~~$966.8 million~~as ~~(the~~amended, ~~“First~~or ~~Lien~~the ~~Term~~Exchange ~~Loan~~Act, ~~Facility”)~~except ~~and~~as ~~(ii) its~~shall ~~$240 million~~be ~~first~~expressly ~~lien~~set ~~revolving~~forth ~~credit~~by ~~facility~~specific ~~(the~~reference ~~“First~~in ~~Lien~~such ~~Revolving~~a ~~Credit Facility”)~~filing.

~~The~~Item ~~Repricing Amendment amended the Credit Agreement to, among other things, (i) decrease the applicable margin for the First Lien Term Loan Facility to 3~~9.~~25%~~01 ~~with~~Financial ~~respect~~Statements ~~to secured overnight financing rate (“SOFR”) borrowings, (ii) decrease the applicable margin for the Borrower’s First Lien Revolving Credit Facility to an applicable rate between 2.75%~~ and 3Exhibits.25% per annum with respect to SOFR borrowings, based on KUEHG’s first lien net leverage ratio, and (iii) decrease fees on the outstanding balance of letters of credit to an applicable rate between 2.75% and 3.25% per annum, based on KUEHG’s first lien net leverage ratio. The Repricing Amendment also resets the soft call protection of 1% for certain repricing transactions applicable to the repriced First Lien Term Loan Facility for six months after the Effective Date.

~~The~~(d) summary of the Repricing Amendment is qualified in its entirety by reference to the full text of the Repricing Amendment, a copy of which will be attached as an exhibit to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 28, 2024. Exhibits

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


Exhibit		Description
99.1		Press Release dated November 20, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.


			KinderCare Learning Companies, Inc.

Date:	November 20, 2024	By:	/s/ Anthony Amandi
		Name: Title:	Anthony Amandi Chief Financial Officer

Date: October 31, 2024

KinderCare Learning Companies, Inc.

/s/ Anthony Amandi

Anthony Amandi

Chief Financial Officer

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