KinderCare Learning Companies Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

For the quarterly period ended September 28,2024

OR

For the transition period from to

Commission File Number:001-42367

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (503)872-1300

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes☒ No☐

As of November 18, 2024, the registrant had 117,966,089 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can generally identify forward-looking statements by our use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “vision,” or “should,” or the negative thereof or other variations thereon or comparable terminology. Forward-looking statements include those we make regarding the following matters:

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our ability to address changes in the demand for child care and workplace solutions;

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our ability to adjust to shifts in workforce demographics, economic conditions, office environments and unemployment rates;

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our ability to hire and retain qualified teachers, management, employees, and maintain strong employee engagement;

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the impact of public health crises, such as the COVID-19 pandemic, on our business, financial condition and results of operations;

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our ability to address adverse publicity;

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changes in federal child care and education spending policies and budget priorities;

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our ability to acquire additional capital;

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our ability to successfully identify acquisition targets, acquire businesses and integrate acquired operations into our business;

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our reliance on our subsidiaries;

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our ability to protect our intellectual property rights;

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our ability to protect our information technology and that of our third-party service providers;

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our ability to manage the costs and liabilities of collecting, using, storing, disclosing, transferring and processing personal information;

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our ability to manage payment-related risks;

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our expectations regarding the effects of existing and developing laws and regulations, litigation and regulatory proceedings;

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our ability to maintain adequate insurance coverage;

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the fluctuation in our stock price;

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the occurrence of natural disasters, environmental contamination or other highly disruptive events; and

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our ability to maintain adequate insurance coverage; and

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the other factors set forth under “Risk Factors.”

Any forward-looking statement that we make in this Quarterly Report on Form 10-Q speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q.