8-KFiled Aug 13, 8:00 PM ET

KinderCare Learning Reports Amended Master Lease for 545 Centers

$KLC · KinderCare Learning Companies, Inc.

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KinderCare Learning Reports Amended Master Lease for 545 Centers

What Happened

  • KinderCare Learning Companies, Inc. (through its subsidiary KinderCare Education LLC) announced an Amended and Restated Fifth Amendment (A&R Fifth Amendment) to its master lease with KCP RE LLC, effective August 11, 2026. The A&R Fifth Amendment amends the prior Fifth Amendment and reorganizes the lease coverage for 545 center sites into six schedules; it also transfers 13 Schedule 1 sites to an affiliate landlord, KCP RE II LLC, under a new master lease effective August 11, 2026.

Key Details

  • The 545 sites are divided into schedules: Schedule 1 — 13 sites; Schedule 2 — 51 sites; Schedule 3 — 37 sites; Schedule 4 — 177 sites; Schedule 5 — 237 sites; Schedule 6 — 30 sites.
  • Schedule 1 sites: transferred to KCP RE II; new master lease term ends December 31, 2029; annual rent remains the same as under the prior Lease Agreement.
  • Lease expirations and rent adjustment dates by schedule:
    • Schedule 2: expiration Dec 31, 2033; rent adjustment Aug 1, 2030; no extension options.
    • Schedule 3: expiration Dec 31, 2036; rent adjustments Aug 1, 2030 and Aug 1, 2035; no extension options.
    • Schedule 4: expiration Dec 31, 2038; adjustments Aug 1, 2030 and Aug 1, 2035; one five‑year extension option (applies to all Schedule 4 sites together).
    • Schedule 5: expiration Dec 31, 2040; adjustments Aug 1, 2030, 2035 and 2040; one five‑year extension option (applies to all Schedule 5 sites together).
    • Schedule 6: expiration Dec 31, 2042; adjustments Aug 1, 2030, 2035 and 2040; one five‑year extension option (applies to all Schedule 6 sites together).
  • The “Escalation Percentage” for rent adjustments is changed to the lesser of (i) 12.5% (previously 10%) or (ii) the applicable Index Increase. Annual rent will be reduced as individual sites’ terms expire or sites are removed.

Why It Matters

  • This lease amendment sets the timing of lease expirations and rent adjustment mechanics across 545 centers, affecting KinderCare’s long‑term occupancy commitments and future rent obligations. The staggered expirations (2029–2042) and extension options provide a clearer timeline for when leases may end or be renewed.
  • The Escalation Percentage cap was raised from 10% to 12.5% (subject to the Index Increase), which could increase future rent resets on adjustment dates compared with the prior cap.
  • Investors should note these are contractual changes to real‑estate obligations rather than operational performance metrics; the full A&R Fifth Amendment is filed as Exhibit 10.1 to the 8‑K for review.