KLC CEO has 1,208 shares withheld for RSU taxes, holds 921,747

Rhea-AI Filing Summary

KinderCare Learning Companies, Inc. (KLC) reported an insider transaction by its Chief Executive Officer on a Form 4. On 11/21/2025, 1,208 shares of common stock were withheld by the company at a price of $4.18 per share to cover the CEO’s tax obligations related to the vesting of restricted stock units. After this withholding, the CEO directly beneficially owns 921,747 shares of KinderCare common stock. This type of transaction reflects tax withholding on equity compensation rather than an open-market purchase or sale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Thompson Paul Dana

(Last) (First) (Middle)

C/O KINDERCARE LEARNING COMPANIES, INC.

5005 MEADOWS ROAD

(Street)

LAKE OSWEGO OR 97035

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KinderCare Learning Companies, Inc. [ KLC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/21/2025		F		1,208(1)	D	$4.18	921,747	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted stock units.

	/s/ Anthony Amandi, Attorney-in-Fact	11/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transaction did KinderCare Learning Companies (KLC) report?

KinderCare Learning Companies reported on Form 4 that its Chief Executive Officer had 1,208 shares of common stock withheld on 11/21/2025 to satisfy tax withholding obligations tied to restricted stock unit vesting.

Who is the reporting person in the KinderCare (KLC) Form 4 filing?

The reporting person is the Chief Executive Officer of KinderCare Learning Companies, Inc., identified as an officer and not as a director or 10% owner for this filing.

What was the price used for the KinderCare (KLC) share withholding?

The 1,208 shares of KinderCare common stock were withheld at a price of $4.18 per share to cover the CEO’s tax obligations on vested restricted stock units.

How many KinderCare (KLC) shares does the CEO own after this transaction?

Following the reported tax withholding transaction, the Chief Executive Officer directly beneficially owns 921,747 shares of KinderCare Learning Companies common stock.

Was the KinderCare (KLC) Form 4 transaction an open-market sale or purchase?

No. The filing explains that the 1,208 shares were withheld by the issuer to satisfy the reporting person’s tax withholding obligations related to restricted stock unit vesting, rather than an open-market trade.

Does the KinderCare (KLC) Form 4 mention restricted stock units (RSUs)?

Yes. The explanation states that the shares were withheld in connection with the vesting of restricted stock units, indicating the transaction is linked to equity compensation.