KLC 8-K
KinderCare Learning Companies, Inc. (KLC)
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): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
(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:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
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.
Appointment of Chief Operating Officer
On November 5, 2025, the Board of Directors (the “Board”) of KinderCare Learning Companies, Inc. (the “Company”) appointed Lindsay Sorhondo to the position of Executive Vice President and Chief Operating Officer effective November 11, 2025.
Ms. Sorhondo, age 41, has served as the Company’s Chief Innovation Officer since February of 2023, overseeing business and growth strategy, customer experience and insights, digital products as well as family and center operations. From February 2020 to February 2023, Ms. Sorhondo served as the Company’s Senior Vice President of Strategy, helping the Company build stronger business and execution capability through working across all National Support Center departments and with field leadership to drive business outcomes. Ms. Sorhondo holds a Master’s degree in industrial and organizational psychology from New York University and a Bachelor of Arts degree in psychology and writing from the University of California, San Diego.
In connection with her appointment, on November 5, 2025, the Company and Ms. Sorhondo entered into a promotion letter (the “Promotion Letter”) relating to the terms of her appointment as Executive Vice President and Chief Operating Officer and her compensation. The Promotion Letter was approved and recommended by the Compensation Committee of the Board (the “Compensation Committee”) and approved by the Board. Pursuant to the Promotion Letter, effective as of November 9, 2025, Ms. Sorhondo’s annual base salary will increase to $450,000, and her target percentage under the Company’s 2025 cash-based short-term incentive compensation program will be increased from 45% to 55%. The Promotion Letter also indicates that it is expected that Ms. Sorhondo’s long-term equity incentive award value in 2026 will be increased to $650,000, subject to the discretion of and approval by the Compensation Committee. In general, the other elements of Ms. Sorhono’s compensation were not changed as a result of her promotion and she will continue to be eligible to participate in the Company’s benefit plans for similarly-situated employees. Ms. Sorhondo participates in the Company’s Change in Control Severance Plan and the Company’s Policy For Providing Severance Payments to Executives, and a description of these compensation arrangements is included in the Company’s definitive proxy statement for the 2025 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 21, 2025 under “Executive Compensation – Summary of Executive Compensation Arrangements.”
The foregoing description of the Promotion Letter does not purport to be complete and is qualified in its entirety by reference to the Promotion Letter, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference into this Item 5.02.
There are no arrangements or understandings between Ms. Sorhondo and any other person pursuant to which she was selected as an officer of the Company, and Ms. Sorhondo is not related to any other executive officer or director of the Company. Ms. Sorhondo 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 other than relating to her employment as described in the Promotion Letter.
Item 7.01 Regulation FD Disclosure.
On November 10, 2025, the Company issued a press release announcing Ms. Sorhondo’s appointment as Executive Vice President and Chief Operating Officer of the Company. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference herein.
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 Exchange Act 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 |
|
Description |
10.1 |
|
|
99.1 |
|
Press Release Issued by KinderCare Learning Companies, Inc. on November 10, 2025 |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
|
|
|
Kindercare Learning Companies, Inc. |
|
|
|
|
Date: |
November 10, 2025 |
By: |
/s/ Anthony Amandi |
|
|
|
Anthony Amandi, Chief Financial Officer |
Exhibit 10.1
November 5, 2025
Lindsay Sorhondo
c/o KinderCare Learning Companies, Inc. 5005 Meadows Road
Lake Oswego, Oregon 97035 Dear Lindsay,
Congratulations! On behalf of KinderCare Learning Companies, Inc. (the “Company” or “KinderCare”), I’m so pleased to inform you of your promotion to the position of Executive Vice President and Chief Operating Officer. Your promotion will be effective November 11, 2025, at which point 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.
As Executive Vice President and Chief Operating 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. You will report to our Chief Executive Officer.
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 Increases
Effective November 9, 2025, your annual base salary will be increased from $400,000 to $450,000, less applicable deductions and withholdings. Your new base pay will be reflected in your paycheck on November 28, 2025.
You are currently a participant in our cash-based short-term incentive compensation program for 2025 (the “2025 STIP”). Effective November 9, 2025, your target percentage under the 2025 STIP will be increased from 45% to 55%. The calculation of your bonus under the 2025 STIP will be based on the achievement of the performance measures as determined by the Compensation Committee, pro-rated based on the number of days in the fiscal year to reflect both your change in base salary and change in 2025 STIP target percentage. The other terms of the 2025 STIP will remain unchanged. 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”).
Future Compensation Changes
Your compensation and benefits will be established by the Compensation Committee and/or the Board of Directors and are typically reviewed annually.
We have two currently outstanding cash long-term incentive (LTI) plans, which are the 2023-2025 Long Term Incentive Plan and the 2024-2026 Long Term Incentive Plan. The terms of these two cash LTI plans remain unchanged and you will continue to participate in these two cash LTI plans on the same basis as prior to your promotion, except that the Recoupment Policy will apply to any incentive compensation received by you.
Based on your role of Executive Vice President and Chief Operating Officer, you will be eligible for future equity awards under our equity LTI program in lieu of future participation in our cash LTI plan. These equity awards are granted under our 2022 Incentive Award Plan (“Incentive Award Plan”) and are currently a mix of restricted stock units and stock options. For the equity LTI awards in 2026, it is expected that your target LTI award value will be increased from the current $525,000 to $650,000. All awards under the Incentive Award Plan are at the discretion of and subject to approval by the Compensation Committee, as well as subject to the terms and conditions of the Incentive Award Plan and the applicable award agreements.
Other Benefits
While we hope that you will continue to have a long, successful and rewarding career with KinderCare, this offer is for “at will” employment, meaning that either you or KinderCare may terminate your employment at any time and for any reason, subject to any benefits to which you may be entitled as a participant in our Change in Control Severance Plan (the “CIC Plan”) and our Policy For Providing Severance Payments to Executives (the “Policy”). For the avoidance of doubt, as Executive Vice President and Chief Operating Officer (a) your “CIC Severance Multiplier” and “Severance Period” under the CIC Plan continues to be 18 months and 1.5, respectively, and (b) your “Severance Multiplier” under the Policy continues to be 1.0x.
You will continue to 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.
Lindsay, we are excited to have you assume the position of Executive Vice President and Chief Operating Officer. Thank you for your continued dedication to creating the very best experience for our families, children and each other. 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.
Paul Thompson
Chief Executive Officer
|
Accepted and agreed: |
|
|
|
Lindsay Sorhondo |
Exhibit 99.1
KinderCare Announces Lindsay Sorhondo as New COO to Lead Next Phase of Growth
LAKE OSWEGO, Ore.--(BUSINESS WIRE)—KinderCare Learning Companies, Inc. (“KinderCare”), a leading provider of high-quality early childhood education, today announced the promotion of Chief Innovation Officer Lindsay Sorhondo to Chief Operating Officer, effective Nov. 11, 2025.
Sorhondo will oversee the company’s strategy, operations and growth channels, customer experience and insights, as well as marketing and IT. In her new role, she will be responsible for driving alignment and innovation across KinderCare’s portfolio as the organization continues its mission to provide exceptional early education experiences for children and families nationwide.
“Lindsay’s strategic vision, operational excellence, and results-driven leadership have been instrumental in our continued growth and success,” said Paul Thompson, KinderCare’s Chief Executive Officer. “In her expanded role, she will bring her strong business acumen and leadership to fuel our continued growth and advance operational excellence across the organization, ensuring we continue to deliver exceptional experiences for our families, teachers and clients while strengthening our foundation.”
Since starting at KinderCare in 2013, Sorhondo has held various leadership roles, most recently as the company's Chief Innovation Officer. Over her 12-year tenure, she has been a key driver in strengthening the company’s business and operational capabilities, partnering across the organization and with field leadership to deliver strong execution and measurable outcomes. Prior to joining KinderCare, Sorhondo held leadership roles at ANN Inc. in New York City and served as a consultant with Gallup. She earned her bachelor’s degree in Psychology from the University of California, San Diego, and her master’s degree in Psychology from New York University.
About KinderCare Learning Companies
KinderCare Learning Companies, Inc. (NYSE: KLC) is a leading 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 to meet today’s dynamic work environment:
KinderCare partners with employers nationwide to address the child care needs of today’s dynamic workforce. We provide customized family care benefits for organizations, including care for young children on or near the site where their parents work, tuition benefits, and backup care where KinderCare programs are located.
Headquartered in Lake Oswego, Ore., KinderCare operates more than 2,600 early learning centers and sites. To learn more, visit KC-Learning.com.