KinderCare Learning Companies, Inc.
For the period ended Jun 4, 2026. Filed Apr 20, 2026.
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Jun 4, 2026 · Filed Apr 20, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
KinderCare Learning Companies, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
2026 Notice of Annual Meeting and Proxy Statement
5005 Meadows Road
Lake Oswego, OR 97035
Dear Fellow Stockholders:
On behalf of the Board of Directors and the senior management team, we are pleased to invite you to join KinderCare Learning Companies’ Annual Meeting of Stockholders (the “Annual Meeting”), which will be held virtually on Thursday, June 4, 2026, at 9:00 a.m. Pacific Time. Stockholders will be able to attend and vote online (for those who intend to vote at the Annual Meeting) at www.proxydocs.com/KLC by entering the control number provided on their proxy card.
At this meeting, you will have a chance to vote on the matters set forth in the accompanying proxy statement and have an opportunity to ask questions.
For more than 55 years, KinderCare has been a trusted partner to families, supporting children during their most important early years. Our long-standing heritage is built on a commitment to quality, consistency and care—values that continue to guide how we serve families today. Over the decades, we have grown into a national network while maintaining a focus on what matters most: helping children learn, grow and thrive in safe, nurturing environments.
Over the past year, KinderCare has continued to make meaningful progress in delivering on our mission to provide high-quality early childhood education while creating long-term value for our stockholders. Demand for accessible, reliable child care remains strong, and our differentiated model—grounded in educational excellence, operational consistency and national scale—positions us well to meet the evolving needs of families and employers.
We have remained focused on executing our strategy with discipline. This includes investing in our teachers and staff, enhancing the experience for families through technology and service improvements, and maintaining a strong focus on safety, quality, and compliance. At the same time, we continue to drive operational efficiencies and thoughtful growth to strengthen our financial performance.
Our commitment to quality is at the core of everything we do. Families trust us with their children during some of the most important developmental years, and we take that responsibility seriously. We are continuously working to elevate our programs, support our educators, and ensure safe, nurturing environments in all our programs nationwide.
We also recognize the important role KinderCare plays in supporting working families and employers. As workforce participation and employer-sponsored child care solutions continue to evolve, we see meaningful opportunities to expand our partnerships and extend our impact.
Looking ahead, we remain confident in our ability to build on our strong foundation. While we operate in a dynamic environment, our focus on quality, consistency, and operational excellence continues to guide our decisions and position us for sustainable growth.
Your vote is important. We encourage you to review the proxy statement and vote your shares in advance of the meeting.
On behalf of the entire KinderCare team, thank you for your continued support and investment in our company.
Sincerely,
Tom Wyatt
Chair of the Board and Chief Executive Officer
5005 Meadows Road
Lake Oswego, OR 97035
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Dear Stockholder:
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of KinderCare Learning Companies, Inc. (the “Company,” “we” or “our”) will be held virtually on Thursday, June 4, 2026 at 9:00 a.m. Pacific Time . The Annual Meeting may be accessed atwww.proxydocs.com/KLC where you will be able to listen to the meeting live, submit questions, and vote online. Login will be available starting at 8:45 a.m. Pacific Time and the meeting will begin promptly at 9:00 a.m. Pacific Time.
The purposes of the Annual Meeting are as follows:
Election of the two Class II director nominees to serve until the 2029 annual meeting of stockholders and election of one Class I director nominee to serve until the 2028 annual meeting of stockholders;
Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2026; and
Approval, on an advisory basis, of the compensation of the Company’s named executive officers.
These proposals are more fully described in the proxy statement accompanying this notice.
April 9, 2026 has been fixed as the record date for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. Only stockholders of record at the close of business as of the record date will be entitled to notice of, and to vote at, the Annual Meeting.
Your vote is important! Whether or not you expect to attend the Annual Meeting, we encourage you to vote as soon as possible by following the instructions on the Notice of Internet Availability of Proxy Materials, your proxy card or the voting instruction form you received.
In order to vote at the Annual Meeting, you will need the control number that is printed in the box marked by the arrow on your proxy card, the Notice of Internet Availability of Proxy Materials or on the voting instructions that accompanied your proxy materials. If you hold your shares through a bank, brokerage firm or other nominee, you should contact the bank, broker or other institution well in advance of the meeting if you have questions about obtaining your control number. If you need assistance voting your shares, please call Investor Relations at (503) 872-1300 or send an e-mail toinvestors@kindercare.com.
We hope that you will be able to join us virtually. Thank you for your ongoing support of and interest in KinderCare Learning Companies, Inc.
By Order of the Board of Directors,
Kathryn Gallagher
Corporate Secretary
April 20, 2026
Important notice regarding the Internet availability of proxy materials for the stockholders meeting to be held on Thursday, June 4, 2026. Stockholders may access, view and download this notice of meeting and proxy statement and the 2025 Annual Report atwww.proxydocs.com/KLC.
TABLE OF CONTENTS
| Introduction | 1 |
|---|---|
| Information About the Annual Meeting and Voting | 2 |
| Proposal No. 1: Election of Directors | 6 |
| Information about the Nominees and Continuing Directors | 6 |
| Nominees For Election at the Annual Meeting | 6 |
| Directors Continuing to Serve Following the Annual Meeting | 7 |
| Corporate Governance | 9 |
| Board Structure and Composition | 9 |
| PG Nomination Rights | 9 |
| Independence Determinations | 10 |
| Annual Board and Committee Performance Review | 10 |
| Board of Directors Leadership Structure | 10 |
| Board Meetings, Attendance and Committees | 11 |
| Board Oversight of Risk Management | 14 |
| Compensation Committee Interlocks and Insider Participation | 14 |
| Codes of Conduct | 14 |
| Insider Trading Compliance Policy | 14 |
| Corporate Governance Guidelines | 14 |
| Director Nomination Process | 14 |
| Board Membership Criteria | 15 |
| Stockholder Engagement | 15 |
| Communications with Directors | 15 |
| Proposal No. 2: Ratification of Independent Registered Public Accounting Firm | 16 |
| Relationship with Independent Registered Public Accounting Firm | 17 |
| Change in Independent Registered Public Accounting Firm | 17 |
| Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 17 |
| Principal Accountant Fees and Services | 17 |
| Audit Committee Report | 18 |
| Executive Officers | 19 |
| Executive Compensation | 20 |
| Compensation Discussion and Analysis | 20 |
| Compensation Committee Report | 31 |
| Summary Compensation Table | 32 |
| Grants of Plan-Based Awards | 34 |
| Outstanding Equity Awards at Year-End | 35 |
| Option Exercises and Stock Vested | 36 |
| Nonqualified Deferred Compensation | 36 |
| Pay Versus Performance | 37 |
| CEO Pay Ratio | 41 |
| Certain Stock Option Grants | 42 |
| Summary of Employment Arrangements with Named Executive Officers | 42 |
| Potential Payments Upon Termination or Change in Control | 46 |
| Proposal 3: Advisory Vote on Named Executive Officer Compensation | 48 |
|---|---|
| Director Compensation | 49 |
| Security Ownership of Certain Beneficial Owners and Management | 51 |
| Equity Compensation Plan Information | 53 |
| Delinquent Section 16(a) Reports | 53 |
| Certain Relationships and Related Party Transactions | 54 |
| Related Party Agreements | 54 |
| Related Person Transactions Policy | 55 |
| Additional Information | 56 |
| Requirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials | 56 |
| Requirements for Stockholder Proposals to be Brought Before an Annual Meeting | 56 |
| Householding | 56 |
| Voting by Telephone or the Internet | 57 |
| Other Matters | 57 |
| Appendix A: Reconciliation of GAAP to Non-GAAP Financial Measures | A-1 |
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
June 4, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.