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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): December 2, 2025

 

 

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)

(503) 872-1300

(Registrant’s telephone number, including area code)

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 communication 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

  

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 December 2, 2025, KinderCare Learning Companies, Inc. (the “Company”) appointed John T. (“Tom”) Wyatt as the Company’s Chief Executive Officer. Mr. Wyatt continues his current role as the Chair of the Company’s Board of Directors (“Board”). Mr. Wyatt succeeded Paul Thompson, the Company’s previous Chief Executive Officer, who will remain a non-executive officer employee through December 31, 2025. The Chief Executive Officer succession was overseen and recommended by the Company’s Nominating and Corporate Governance Committee to the Board.

On December 2, 2025, Mr. Thompson resigned from the Board. Mr. Thompson’s resignation was in connection with the Chief Executive Officer transition and not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Mr. Thompson will receive the separation benefits payable in connection with his termination without cause in accordance with the terms of the previously disclosed 2015 employment agreement with the Company, the Company’s Policy for Providing Severance Payments to Executives (the “Severance Policy”), and the relevant terms of Mr. Thompson’s equity, short-term and long-term incentive awards, except as noted herein. On December 2, 2025, the Compensation Committee and the Board took action to modify the terms of Mr. Thompson’s currently outstanding 2023-2025 long-term incentive plan (LTIP) award such that Mr. Thompson will be eligible to receive payment in respect of his 2023-2025 LTIP award to the extent that the Compensation Committee determines that the Company has achieved the relevant performance goals for the performance period, with any payment made to Mr. Thompson at the same time as the Company makes payment to actively employed participants in the 2023-2025 LTIP. The Company also has agreed to provide Mr. Thompson, at its expense, with senior executive level outplacement services for 12 months from termination. All separation benefits are conditioned upon Mr. Thompson’s compliance with the conditions of the Severance Policy, including his delivery to the Company of a general release of claims in favor of the Company that then becomes effective and irrevocable.

Mr. Wyatt, age 70, has served on the Board since 2012 and has served as Chairman of the Board since September 2021. Mr. Wyatt also served as the Company’s Chief Executive Officer from 2012 to May 2024. Prior to joining the Company, Mr. Wyatt held leadership roles at several consumer-oriented brands, such as Old Navy and Cutter & Buck. Since 2019, Mr. Wyatt has served on the board of directors of Vishal Mega Mart Private Limited, a retail company in India, and from May 2010 to February 2020, he served on the board of directors of Jack in the Box Inc., a quick service restaurant company (Nasdaq: JACK).

On December 2, 2025, Mr. Wyatt entered into an offer letter with the Company relating to his employment as Chief Executive Officer (the “Offer Letter”). The Offer Letter was recommended by the Compensation Committee and approved by the Board of Directors. Pursuant to the Offer Letter, Mr. Wyatt’s employment is at-will and may be terminated at any time for any reason, subject to the terms of the Offer Letter. The Offer Letter provides that Mr. Wyatt will cease receiving compensation as a director.

Under the Offer Letter, Mr. Wyatt’s annual base salary will initially be $975,000. Beginning in 2026, Mr. Wyatt will be eligible to participate in the Company’s annual cash-based short-term incentive compensation program, with a target percentage of not less than 110% of his base salary. Beginning in 2026, Mr. Wyatt also will be eligible for equity awards, which are currently a mix of stock options and restricted stock units granted under the Company’s Amended and Restated 2022 Incentive Award Plan. The Offer Letter provides that the value of equity awards to Mr. Wyatt in 2026 will be not less than $4,250,000. The Offer Letter also specifies the terms of equity awards granted to Mr. Wyatt, including a four year vesting period and, in the case of stock options, a five year term and one year period in which to exercise vested options following termination of employment. If Mr. Wyatt’s employment is terminated for any reason other than by the

Company for Cause or by Mr. Wyatt without Good Reason (referred to in the Offer Letter as a “Qualifying Termination”), the equity awards will continue to vest and will be accelerated in full on Mr. Wyatt’s termination of employment due to death or disability.

The Offer Letter provides that Mr. Wyatt will not participate in the Severance Policy or in the Company’s Change in Control Severance Plan.

Under the Offer Letter, in the event of a Qualifying Termination, Mr. Wyatt will be entitled to receive a pro-rated short-term incentive plan (STIP) bonus based on actual performance determined by the Compensation Committee, paid in a lump sum on the later of (i) the 61st day following the date of such Qualifying Termination and (ii) the date payments under such STIP are made to active employees. Additionally, in the event of a Change in Control in which on or following the Change in Control, Mr. Wyatt experiences a Qualifying Termination and he ceases to serve as CEO and Chair of the Board without his consent, the Company will pay Mr. Wyatt a lump sum amount equal to two times his base salary within 60 days. Any payments or benefits to Mr. Wyatt in connection with termination of employment will be subject to the condition that he executes and delivers a general release, in a form reasonably acceptable to the Company, of all known and unknown claims against the Company and its affiliates that becomes effective and irrevocable.

The foregoing description of the Offer Letter is not complete and is qualified in its entirety by reference to the full text of the Offer Letter, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

There are no other arrangements or understandings between Mr. Wyatt and any other persons pursuant to which Mr. Wyatt was appointed Chief Executive Officer of the Company. Mr. Wyatt does not have any family relationship with any of the Company’s directors or executive officers. Mr. Wyatt does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K except as it relates to the Offer Letter and as described in the Company’s definitive proxy statement for its 2025 Annual Meeting of Stockholders under the heading “Certain Relationships and Related Party Transactions.”

 

Item 7.01

Regulation FD.

On December 3, 2025, the Company issued the press release announcing the Chief Executive Officer transition. 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 No.   

Description

10.1    Offer Letter dated December 2, 2025 by and between KinderCare Learning Companies, Inc. and John T. (“Tom”) Wyatt.
99.1    Press Release issued December 3, 2025 by KinderCare Learning Companies, Inc.
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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.

 

Date: December 3, 2025     KINDERCARE LEARNING COMPANIES, INC.
    By:  

/s/ John T. Wyatt

         John T. Wyatt
         Chief Executive Officer

LOGO

 

December 2, 2025    EXHIBIT 10.1       

Tom Wyatt

c/o KinderCare Learning Companies, Inc.

5005 Meadows Road

Lake Oswego, Oregon 97035

Dear Tom,

On behalf of the Board of Directors of KinderCare Learning Companies, Inc. (the “Company” or “KinderCare”), we welcome your return as Chief Executive Officer effective December 2, 2025. Your employment will be subject to the terms and conditions set forth in this letter and governed by KinderCare’s Code of Business Conduct and Ethics and the policies of the Company, as may be amended from time to time. Unless the context otherwise requires, the “Company” or “KinderCare” includes all its subsidiaries and affiliated entities.

As Chief Executive Officer, you will work full time and perform your duties honestly, diligently, in good faith, and in the best interests of KinderCare. You also will use your best efforts to promote the interests of KinderCare, as well as to cooperate in the assessment and transition of your successor. You will report to the Board of Directors of the Company (the “Board”).

Without limiting the generality of the foregoing, you agree not to render services of a business, professional or commercial nature to any other person, firm or corporation, whether for compensation or otherwise, except that you may perform the following services so long as doing so does not materially interfere with your ability to fulfill your duties and does not conflict with the operations, policies or interests the Company: (a) continue your board and committee service with other for profit or non-profit entities as that service currently exists, (b) serve as a member of the board of other for profit or non-profit entities or engage in other non-profit activities, in each case subject to obtaining the prior approval of the Board, (c) be involved in charitable and professional activities, and (d) manage your and your family’s passive investments.

This letter highlights the basic components of your compensation and benefits. It is not intended to be a comprehensive description of all benefits available to you or to provide the details of the plans that govern the administration of compensation, equity, and benefits, as our offerings change periodically.

Base Salary and Short-Term Incentive

Your compensation and benefits will be established by the Compensation Committee and/or the Board (excluding you) and are typically reviewed annually. Given the compensation set forth in this letter, you will cease receiving compensation as a director as of the date hereof.

Initially, your annual base salary will be $975,000, less applicable deductions and withholdings. You will be eligible to participate in our cash-based short-term incentive compensation program, beginning in 2026 (the “2026 STIP”). The Compensation Committee will determine the performance measures, set the performance levels, and determine the other terms of the 2026 STIP. For the 2026 STIP, your target percentage will be not less than 110% of your base salary.

All incentive-based compensation received by you is subject to recoupment under our Policy For Recoupment of Incentive Compensation as in effect from time-to-time (the “Recoupment Policy”).

 

LOGO

LOGO

 

Equity Long-Term Incentives

Beginning in 2026, you will be eligible for equity awards under our equity long-term incentive program. These equity awards are granted under our Amended and Restated 2022 Incentive Award Plan (“Incentive Award Plan”) and are currently a mix of restricted stock units and stock options. For the equity LTIP awards in 2026, your target LTIP award value will be not less than $4,250,000.

Any restricted stock, stock option or other equity awards are at the discretion of, and subject to approval by, the Compensation Committee and are subject to the terms and conditions of the Incentive Award Plan and the applicable award agreements, except as provided herein.

Participation in Certain Plans and Policies

This offer of employment is for “at will”, meaning that either you or KinderCare may terminate your employment at any time and for any reason.

You understand and agree that you will not participate in KinderCare’s Policy For Providing Severance Payments to Executives (the “Severance Policy”) or in KinderCare’s Change in Control Severance Plan (the “CIC Plan”).

The restricted stock unit, stock option or other equity award agreements for any equity awards granted to you will include provisions consistent with this letter notwithstanding the terms of the Company’s standard forms of award agreements or the Incentive Award Plan. Similarly, any STIP award agreement will include provisions consistent with this letter notwithstanding the terms of the Company’s standard form of award agreement or any STIP.

 

  •  

Any equity awards granted to you will have a four year vesting period and continue to vest if your employment is terminated for any reason other than by the Company for Cause (as defined in the Incentive Award Plan) or by you without Good Reason (a “Qualifying Termination”); provided that in the event of termination of your employment due to death or disability, the equity awards will vest in full as of such termination date. For purposes of this letter, the term “Good Reason” will have the meaning provided in the Severance Policy, with “Executive” meaning you.

 

  •  

Any stock option granted to you will have a five (5) year term, and be exercisable for a period that is the greater of (a) one (1) year following the date of termination of employment or (b) one (1) year following the date such stock option is vested in full, after giving effect to the above vesting provision.

 

  •  

In the event of a Qualifying Termination, you will be entitled to receive a Pro Rated Bonus in a lump-sum payment in the calendar year following the calendar year of a Qualifying Termination on the later of (i) the 61st day following the date of such Qualifying Termination and (ii) the date payments under such plan are made with respect to such year to participants who remain actively employed by the Company or any of its affiliates throughout the remainder of such year; provided that such Prorated Bonus shall be paid in the year following the year in which the Prorated Bonus was earned. The Company’s intention is that you will be paid any Pro Rated Bonus to which you are entitled at the same time as a participant in the Severance Policy or CIC Plan, as the case may be, and will be treated no less favorably than a participant in the Severance Policy or the CIC Plan in the calculation of the Prorated Bonus.

 

LOGO

LOGO

 

  •  

For the purposes of this letter, “Prorated Bonus” means an amount equal to the product of (i) the cash bonus under the STIP for the year in which your Qualifying Termination occurs, calculated based on actual achievement of any applicable company performance goals or objectives and any applicable individual performance goals or objectives as of the date of the Qualifying Termination, and (ii) a fraction, the numerator of which is (x) the number of days that you were actively employed by the Company in such year, and (y) the denominator of which is 365.

 

  •  

For the purposes of any other performance-based cash awards or performance-based equity awards that maybe granted to you during your tenure as CEO, such performance-based award will be treated in the same manner as a Prorated Bonus in the event of a Qualifying Termination.

 

  •  

In the event of a Change in Control (as defined in the Incentive Award Plan) in which on or following the Change in Control you experience a Qualifying Termination and you cease to serve as CEO and Chair of the Board without your consent (a “Triggering Event”), the Company will pay you, in a lump sum cash payment, an amount equal to two times your base salary within sixty (60) days after the date of the Triggering Event; provided, that (i) the foregoing amount shall be determined without giving effect to any reduction that gives rise to Good Reason and (ii) to the extent that payment of the foregoing amount (or any portion thereof) in a lump sum would result in any additional taxes, penalties, or interest under Section 409A of the Code (as defined in the Incentive Award Plan), such amount (or portion thereof) shall instead be payable in equal installments in accordance with the Company’s regular pay practices during the 24 months following the Triggering Event, solely to the extent required to comply with Section 409A and reduced to any shorter period that complies with Section 409A and does not result in any such additional taxes, penalties, or interest. In the event that any payments or benefits under this letter would subject you to any excise tax pursuant to Section 4999 of the Code then, notwithstanding the other provisions of this letter, the amount of such payments and benefits will not exceed the amount which produces the greatest after-tax benefit to you as determined by the Company in consultation with you. For purposes of the foregoing, if the payments and benefits to you must be reduced, then such payments and benefits shall be reduced in such manner (and in such order) as determined by the Company in good faith in consultation with you.

Any payments or benefits to you in connection with your termination of employment shall be subject to the condition that you execute and deliver a general release, in a form reasonably acceptable to the Company, of all known and unknown claims against the Company and its affiliates that becomes effective and irrevocable in accordance with its terms, as well as continued compliance with your confidentiality and restrictive covenants agreement (see below).

Other Benefits and General Terms

You will be eligible to participate in all of KinderCare’s benefit plans for similarly-situated employees. Unless otherwise specified in this letter, your eligibility for any benefits will be in accordance with KinderCare’s then-current plans, policies, and programs for similarly-situated employees. As a condition of your employment as Chief Executive Officer, you are required to sign the Company’s standard form of confidentiality and restrictive covenants agreement, which is provided separately with this letter. This position will be based in the city and state of your primary residence.

This offer letter supersedes any prior representations or agreements, whether written or oral, with respect to our offer of employment to you. This letter may not be modified or amended except by a written agreement, signed by KinderCare and you.

 

LOGO

LOGO

 

On behalf of the Board of Directors, we thank you for your continued guidance of the Company and look forward to your contributions to KinderCare’s future success. Please indicate your acceptance of this offer by countersigning this letter and returning the original to me. As always, please contact me if you have questions.

 

Very Truly Yours,
KinderCare Learning Companies, Inc.
/s/ Jean Desravines
Jean Desravines
Lead Independent Director on behalf of the Board of Directors

 

Accepted and agreed:

/s/ John T. Wyatt

John T. (“Tom”) Wyatt

 

LOGO

EXHIBIT 99.1

KinderCare Learning Companies

Announces Return of Tom Wyatt as CEO

Veteran CEO and current Board Chairman assumes leadership role

LAKE OSWEGO, Ore. – [December 3, 2025] – KinderCare Learning Companies (NYSE: KLC) (“KinderCare”), a leading provider of high-quality early childhood education, today announced that Tom Wyatt is returning as Chief Executive Officer, effective December 2, 2025. Wyatt spent over a decade as CEO of KinderCare and will remain as Chairman of the Board. He is succeeding former CEO Paul Thompson, who stepped down as a board member, and will remain employed by KinderCare through December 31, 2025 to facilitate a smooth transition.

“We are grateful for Paul’s many contributions throughout his long career here at KinderCare and wish him all the best,” said Jean Desravines, Lead Independent Director on KinderCare’s Board of Directors. “We are excited to welcome Tom back to the CEO role. Tom’s transformative leadership and unique experience with KinderCare make him the right person to lead the Company through this next important phase of growth and expansion of our portfolio of brands. In addition to what we expect Tom to accomplish in the next several years, he’ll also be an asset to the Board when it comes time to search for his successor,” Desravines said.

“It’s has been an honor to serve for 10 years on the executive team at KinderCare, including as CEO,” said Thompson. “I want to share my appreciation for the work our team does every day and express my sincere gratitude to Tom, Jean and the entire Board and executive team. I look forward to seeing the next phase of KinderCare’s journey.”

“KinderCare is an essential part of the lives of hundreds of thousands of families, and I am so proud of the dedication and hard work of our team to create the best experiences for our children, families, and each other,” Wyatt said. “I am optimistic about the future of this great organization and excited to be asked by the Board to return as CEO to help position us for growth and fully realize our role in building confidence in children, families and the future we share.”

Tom Wyatt Biography

Tom Wyatt was Chief Executive Officer of KinderCare from 2012 to June, 2024 and has served as Chairman of the Board since 2021. In his 12 years as CEO, Tom transformed the company, leading the organization to significant occupancy, top line and bottom line growth and the highest standards of excellence in education. His strategic vision focused on the company’s four foundational pillars: Educational Excellence, People & Culture, Health & Safety, and Growth & Operations. His focus on culture was marked by record-high levels of employee and customer engagement, earning the company the Gallup Great Workplace Award every year since 2017. Tom expanded KinderCare’s portfolio to include the 2018 acquisition of Rainbow Childcare and its 150 centers in 16 states and the 2022 acquisition of The Crème de la Crème School, one of the nation’s largest premium child care and early learning providers with 47 schools across 14 states.

Tom’s career spans more than 40 years of leading successful public and privately-held consumer brands. Prior to joining KinderCare, he was with Gap Inc. where he served as President of the Old Navy division from 2008-2012. Other executive roles he’s held include President and CEO for Cutter & Buck, President of Vanity Fair Intimates and Vanity Fair Intimates Coalition and as CEO of Parisian Department Stores, then a division of Saks Inc.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in this press release that express a belief, expectation or intention, as well as those that are not historical fact, are forward-looking statements. These statements include, but are not limited to, statements about the timeframe for Wyatt’s service and the future succession plans for the Chief Executive Officer role, the Company’s growth initiatives, and other statements that are not statements of historical facts. When used in this press release, words 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. They involve a number of risks and uncertainties that may cause actual events and results to differ materially from such forward-looking statements. These risks and uncertainties include, but are not limited to: uncertainties relating to the timing or success of any Chief Executive Officer recruitment effort, our ability to address changes in the demand for child care and workplace solutions; our ability to adjust to shifts in workforce demographics, economic conditions, office environments and unemployment rates, and our ability to manage any adverse impact of a prolonged shutdown of the United States government on these factors; our ability to hire and retain qualified teachers, management, employees, and maintain strong employee engagement; our ability to address adverse publicity; changes in federal child care and education spending policies, tax incentives and budget priorities; our ability to successfully identify acquisition targets, acquire businesses and integrate acquired operations into our business; and other risks and uncertainties set forth under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024 and in our other filings with the SEC. The Company does not undertake any obligation to update any forward-looking statements made in this press release to reflect any change in management’s expectations or any change in the assumptions or circumstances on which such statements are based, except as otherwise required by law.

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 41 states and the District of Columbia with differentiated, flexible child care solutions through its portfolio of brands and services:

 

  •  

KinderCare® Learning Centers, offering early learning programs for children six weeks to 12 years;

  •  

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 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.

 

Investors    Media
Investor Relations    Media Relations
investors@kindercare.com    media@kindercare.com

Source: KinderCare

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