KinderCare (KLC) Officer Withholds 96,146 Shares to Cover RSU Taxes

Rhea-AI Filing Summary

KinderCare Learning Companies, Inc. (KLC) Form 4: Reporting person Jessica Harrah executed a non-derivative transaction on 08/26/2025 in which 96,146 common shares were disposed at an indicated price of $7.31. The filing states these shares were withheld by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting of restricted stock units. The form is a single-person filing and does not disclose additional purchases, exercises, or other derivative activity.

Positive

• Transaction is administrative: shares were withheld to satisfy tax obligations related to RSU vesting rather than an open-market sale
• Filing completeness: transaction date, number of shares, and withholding explanation are provided

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine tax-withholding on RSU vesting; not a market-directional sale.

This Form 4 reports shares withheld by the issuer to meet tax withholding related to vested restricted stock units, a common administrative transaction that reduces a holder's share count without a market sale initiated by the holder. The filing shows 96,146 shares affected at an indicated per-share amount of $7.31 on 08/26/2025. There is no disclosure of open-market sales, option exercises for cash, or derivative transactions that would imply active divestment or a change in control. Impact on outstanding shares and investor dilution is limited to the administrative withholding event disclosed here.

Corporate Governance Expert

TL;DR: Administrative withholding for vested RSUs; standard insider reporting.

The signatory is listed as an officer (Chief People Officer) and the transaction is documented as issuer withholding to satisfy tax obligations upon RSU vesting. The form is signed via attorney-in-fact, consistent with permitted representatives executing filings. There are no indications of unusual governance actions, related-party transactions, or sudden leadership changes in this filing. This is a routine disclosure under Section 16 reporting requirements.

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

OMB Number:			3235-0287
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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^*

Harrah Jessica

(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 People Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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	08/26/2025		F		222(1)	D	$7.31	96,146	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	08/26/2025
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Jessica Harrah report on Form 4 for KLC?

The Form 4 reports that 96,146 common shares were disposed on 08/26/2025 via issuer withholding to satisfy tax withholding from vested restricted stock units.

Were the shares sold on the open market in the KLC Form 4?

No. The filing explains the shares were withheld by the issuer for tax withholding related to RSU vesting, not sold on the open market.

What price is shown on the Form 4 transaction?

The form lists an indicated per-share amount of $7.31 for the reported disposition.

What is Jessica Harrah’s role at KinderCare Learning Companies?

The Form 4 identifies the reporting person as an officer with the title Chief People Officer.

Who signed the Form 4 filing for Jessica Harrah?

The form is signed by /s/Anthony Amandi, Attorney-in-Fact on 08/26/2025.