KinderCare (NYSE: KLC) brings back Tom Wyatt as CEO with new pay and equity package

Rhea-AI Filing Summary

KinderCare Learning Companies, Inc. announced a leadership change, appointing John T. (Tom) Wyatt as Chief Executive Officer effective December 2, 2025. Wyatt, age 70, continues as Chair of the Board and previously served as the company’s CEO from 2012 to May 2024.

Wyatt’s offer letter sets an initial annual base salary of $975,000, with eligibility beginning in 2026 for an annual cash bonus targeted at not less than 110% of base salary and equity awards valued at not less than $4,250,000. Equity awards generally vest over four years, with special vesting and payout terms in the event of certain terminations or a change in control.

Former CEO Paul Thompson will remain a non-executive employee through December 31, 2025, receive separation benefits consistent with his existing agreements and policies, may earn payout on his 2023–2025 long-term incentive award based on actual performance, and will receive 12 months of senior executive outplacement services.

Insights

Corporate governance and executive compensation analyst

CEO role returns to long-time leader Tom Wyatt with a sizable, performance-linked pay package.

The company is bringing back long-serving leader Tom Wyatt as Chief Executive Officer while he continues as Chair of the Board. He previously led the company from 2012 to May 2024 and has been on the board since 2012, which suggests strong familiarity with the business and its strategy based on his long tenure described here.

Wyatt’s package combines fixed and variable pay: an initial base salary of $975,000, a short-term incentive from 2026 targeted at not less than 110% of base salary, and 2026 equity awards valued at not less than $4,250,000. Equity awards have a four-year vesting period, five-year option terms, and a one-year post-termination exercise window, with continued vesting or acceleration tied to specific termination or change-in-control conditions laid out in the offer letter.

Former CEO Paul Thompson exits with severance consistent with a termination without cause under existing agreements and policies, including potential payout of his 2023–2025 LTIP only if performance goals are met, plus 12 months of executive outplacement services. Overall, this reflects a planned succession overseen by the board’s governance and compensation committees, with economics clearly tied to defined performance and employment outcomes.

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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

FAQ

Who is the new CEO of KinderCare Learning Companies (KLC)?

John T. (Tom) Wyatt was appointed Chief Executive Officer effective December 2, 2025. He continues to serve as Chair of the Board and previously served as the company’s CEO from 2012 to May 2024.

What happened to KinderCare Learning Companies (KLC) former CEO Paul Thompson?

Paul Thompson stepped down as Chief Executive Officer and resigned from the Board on December 2, 2025. He will remain a non-executive employee through December 31, 2025 and will receive separation benefits consistent with a termination without cause under his 2015 employment agreement, the company’s Severance Policy, and his incentive awards, subject to standard release conditions.

What is Tom Wyatt’s compensation as CEO of KinderCare Learning Companies (KLC)?

Under his offer letter, Tom Wyatt’s initial annual base salary is $975,000. Beginning in 2026, he is eligible for an annual cash-based short-term incentive with a target of not less than 110% of base salary and for equity awards valued at not less than $4,250,000, currently structured as stock options and restricted stock units.

How do Tom Wyatt’s equity awards at KinderCare vest and what are the key terms?

Wyatt’s equity awards generally vest over a four-year period. Stock options have a five-year term and may be exercised for up to one year after termination of employment. In the case of certain qualifying terminations, including death or disability, the awards may continue to vest or be accelerated as described in his offer letter.

Does Tom Wyatt participate in KinderCare’s standard severance or change in control plans?

No. The offer letter explicitly states that Tom Wyatt will not participate in the company’s Severance Policy or its Change in Control Severance Plan. Instead, his termination and change-in-control protections are defined directly in the offer letter, including eligibility for a pro-rated STIP bonus and, in specified change-in-control scenarios, a lump sum equal to two times his base salary.

What severance and support will Paul Thompson receive from KinderCare (KLC)?

Paul Thompson will receive separation benefits consistent with a termination without cause under his 2015 employment agreement, the Severance Policy, and his equity and incentive awards, as modified for his 2023–2025 LTIP. He may receive payment on that LTIP only if performance goals are achieved and payments are made to active participants. He will also receive 12 months of senior executive outplacement services, all subject to his execution of a general release of claims.