KinderCare (KLC) Insider Withholding Sale; Director Still Holds 3.52M Shares

Rhea-AI Filing Summary

KinderCare Learning Companies director John T. Wyatt reported a sale of company stock on 08/26/2025. The Form 4 shows 2,386 shares were disposed of at an average price of $7.31 per share and the filing lists 3,520,617 shares beneficially owned following the transaction. The form states the 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 filing was submitted as an individual report and is signed by an attorney-in-fact. No options, derivative transactions, or additional dispositions are reported on this Form 4.

Positive

• Timely compliance: Form 4 filed reporting the transaction and signature provided by attorney-in-fact
• Large continuing ownership: Reporting person retains 3,520,617 shares, indicating ongoing substantial stake

Negative

• Disposal of shares: 2,386 shares were disposed of, albeit via tax withholding
• Sale price low relative to potential historical highs: Transaction executed at $7.31 per share (no context for materiality provided)

Insights

Corporate Governance Expert

TL;DR: Routine insider tax withholding sale; large remaining ownership suggests continued alignment with shareholders.

The reported disposition of 2,386 shares appears to be a withholding action tied to RSU vesting rather than an open-market sale, which is a common, non-dispositive mechanism for satisfying tax liabilities. The reporting person remains a major holder with 3,520,617 shares beneficially owned, indicating ongoing alignment with long-term holders. Filing is timely and complies with Section 16 reporting requirements.

Securities Analyst

TL;DR: Small, taxable-withholding sale; does not materially change insider stake or imply a change in company outlook.

The transaction size (2,386 shares at $7.31) is immaterial relative to the post-transaction stake of over 3.5 million shares. The explicit explanation that shares were withheld for tax obligations on vested RSUs supports a non-discretionary motive for the sale. No derivatives or other compensatory transactions are reported that would alter dilution or leverage materially.

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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hours per response:			0.5

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^*

Wyatt John T.

(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)

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

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		2,386(1)	D	$7.31	3,520,617	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 did the Form 4 for KinderCare (KLC) report on 08/26/2025?

The Form 4 reports that director John T. Wyatt had 2,386 shares withheld at $7.31 per share to satisfy tax withholding from vested RSUs.

How many KLC shares does the reporting person own after the transaction?

The filing shows 3,520,617 shares beneficially owned following the reported transaction.

Was the transaction an open-market sale or related to compensation?

According to the Form 4 explanation, the shares were withheld by the issuer to satisfy tax withholding for vested restricted stock units, not an open-market sale.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Anthony Amandi, Attorney-in-Fact on behalf of the reporting person on 08/26/2025.

Does the Form 4 report any derivative transactions for KLC?

No. Table II shows no derivative securities; only a non-derivative disposition in Table I is reported.