As filed with the Securities and Exchange Commission on September 30, 2024.

Registration No. 333-281971

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

KinderCare Learning Companies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	8351	87-1653366
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

5005 Meadows Road

Lake Oswego, OR 97035

(503) 872-1300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Paul Thompson

Chief Executive Officer

5005 Meadows Road

Lake Oswego, OR 97035

(503) 872-1300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Craig Marcus, Esq. Faiza Rahman, Esq. Tristan VanDeventer, Esq. Ropes & Gray LLP 1211 Sixth Avenue New York, New York 10036 Telephone: (212) 596-9000 Fax: (212) 596-9090 Joshua N. Korff, Esq. Michael Kim, Esq. Allison Bell, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Fax: (212) 446-4900

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated September 30, 2024

PROSPECTUS

24,000,000 Shares

KinderCare Learning Companies, Inc.

Common Stock

This is an initial public offering of shares of common stock of KinderCare Learning Companies, Inc. We are offering 24,000,000 shares of our common stock.

Prior to this offering, there has been no public market for shares of our common stock. The initial public offering price is expected to be between $23.00 and $27.00 per share. We have applied to list shares of our common stock on the New York Stock Exchange under the symbol “KLC.” If we do not meet all of the New York Stock Exchange’s initial listing criteria and obtain approval for the listing, we will not complete this offering.

The underwriters have an option for a period of 30 days after the date of this prospectus, to purchase from us from time to time, in whole or in part, up to an aggregate of 3,600,000 shares of our common stock.

Following this offering, investment funds affiliated with or advised by affiliates of Partners Group Holding AG will continue to own a controlling interest in our common stock, owning 71.1% of shares of our common stock. As a result, we expect to be a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange.

We intend to use the net proceeds from this offering to (i) repay $548.4 million of loans outstanding under our outstanding First Lien Term Loan Facility (or $633.2 million, if the underwriters exercise in full their option to purchase additional shares of our common stock) and (ii) pay $7.3 million of other expenses. See “Use of Proceeds.”

Investing in shares of our common stock involves risk. See “Risk Factors” beginning on page 24 to read about factors you should consider before buying shares of our common stock.

	Price to Public		Underwriting Discounts and Commissions(1)		Proceeds to KinderCare Learning Companies, Inc.
Per Share	$		$		$
Total	$		$		$

(1) See “Underwriting (Conflicts of Interest)” for additional information regarding underwriting compensation.

Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Delivery of the shares of our common stock will be made on or about     , 2024.

(Listed in alphabetical order)

Goldman Sachs & Co. LLC	Morgan Stanley
Barclays	J.P. Morgan
UBS Investment Bank

Baird BMO Capital Markets Deutsche Bank Securities Macquarie Capital

Loop Capital Markets Ramirez & Co., Inc. R. Seelaus & Co., LLC

Prospectus dated     , 2024

KINDERCARE LEARNING COMPANIES TM Confidence for Life.

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	ii
MARKET AND INDUSTRY DATA	ii
MANAGEMENT ESTIMATES	ii
BASIS OF PRESENTATION	ii
CERTAIN TRADEMARKS	iv
NON-GAAP FINANCIAL MEASURES	v
PROSPECTUS SUMMARY	1
RISK FACTORS	24
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	50
USE OF PROCEEDS	52
DIVIDEND POLICY	53
CAPITALIZATION	54
DILUTION	57
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	60
OUR BUSINESS	91
MANAGEMENT	122
COMPENSATION DISCUSSION AND ANALYSIS	128
PRINCIPAL STOCKHOLDERS	154
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	157
DESCRIPTION OF CAPITAL STOCK	161
DESCRIPTION OF CERTAIN INDEBTEDNESS	167
SHARES ELIGIBLE FOR FUTURE SALE	169
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS OF OUR COMMON STOCK	171
CERTAIN ERISA CONSIDERATIONS	176
UNDERWRITING (CONFLICTS OF INTEREST)	177
LEGAL MATTERS	187
EXPERTS	187
CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	187
WHERE YOU CAN FIND MORE INFORMATION	188
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

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ABOUT THIS PROSPECTUS

You should rely only on the information included elsewhere in this prospectus and any free writing prospectus prepared by or on behalf of us that we have referred to you. Neither we nor the underwriters have authorized anyone to provide you with additional information or information different from that included elsewhere in this prospectus or in any free writing prospectus prepared by or on behalf of us that we have referred to you. If anyone provides you with additional, different or inconsistent information, you should not rely on it. Offers to sell, and solicitations of offers to buy, shares of our common stock are being made only in jurisdictions where offers and sales are permitted.

No action is being taken in any jurisdiction outside the United States to permit a public offering of shares of our common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restriction as to this offering and the distribution of this prospectus applicable to those jurisdictions.

MARKET AND INDUSTRY DATA

This prospectus includes estimates regarding market and industry data that we prepared based on our management’s knowledge and experience in the markets in which we operate, together with information obtained from various sources, including publicly available information, industry reports and publications, surveys, our clients, suppliers, trade and business organizations and other contacts in the markets in which we operate.

Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets that we believe to be reasonable. In addition, certain of the sources were published before the novel coronavirus (“COVID-19”) pandemic and therefore do not reflect any impact of the COVID-19 pandemic.

In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for the products and services that we offer. Market share data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of market share. In addition, client preferences are subject to change. Accordingly, you are cautioned not to place undue reliance on such market share data.

MANAGEMENT ESTIMATES

Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive position is based on a variety of sources, including information from independent industry analysts and publications, as well as our own estimates and research. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates.

BASIS OF PRESENTATION

The Company reports on a 52- or 53-week fiscal year comprised of 13- or 14-week fourth quarters, with each fiscal year ending on the Saturday closest to December 31. The fiscal years ended December 30, 2023, December 31, 2022 and January 1, 2022, are 52-week fiscal years with 13-week fourth quarters. The quarters and six month periods ended June 29, 2024 and July 1, 2023 are 13-week and 26-week periods, respectively.

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References in this prospectus to “fiscal 2024” refer to the fiscal year ending December 28, 2024, “fiscal 2023” refer to the fiscal year ending December 30, 2023, “fiscal 2022” refer to the fiscal year ending December 31, 2022, “fiscal 2021” refer to the fiscal year ending January 1, 2022 and “fiscal 2020” refer to the fiscal year ending January 2, 2021.

As used in this prospectus, unless the context otherwise requires, references to:

• the “Company,” “KinderCare,” “KLC,” “we,” “us” and “our” mean KinderCare Learning Companies, Inc. and, unless the context otherwise requires, its consolidated subsidiaries;

• “2023 Refinancing” means the June 2023 refinancing of the Old Credit Facilities;

• “ARPA” means the American Rescue Plan Act;

• “B2B” means business-to-business;

• “CCDBG” means the Child Care & Development Block Grant;

• “CCDF” means the Child Care and Development Fund;

• “Code” means the Internal Revenue Code of 1986, as amended;

• “COVID-19 Related Stimulus” means grants as a result of governmental stimulus packages passed in 2020 and 2021 related to the COVID-19 pandemic;

• “COVID-19 Related Stimulus, net” means COVID-19 Related Stimulus, net of pass-through expenses;

• “Credit Agreement” means that certain credit agreement, dated as of June 12, 2023 (as amended in March 2024 and April 2024), governing the First Lien Revolving Credit Facility and the First Lien Term Loan Facility, by and among KinderCare Learning Companies, Inc. (f/k/a KC Holdco, LLC), as Holdco, KC Sub, LLC, as intermediate Holdco, and KUEHG, as the Borrower, Barclays Bank PLC, as administrative agent and collateral agent and the other parties from time to time party thereto;

• “Credit Facilities” means collectively, the First Lien Revolving Credit Facility, the First Lien Term Loan Facility and the LOC Agreement;

• “Crème School” means our brand “Crème School,” also known as Crème de la Crème;

• “DGCL” means the Delaware General Corporation Law;

• “ECE” means early childhood education;

• “Exchange Act” means the Securities Exchange Act of 1934, as amended;

• “First Lien Revolving Credit Facility” means the $160.0 million first lien revolving credit facility;

• “First Lien Term Loan Facility” means the $1,590.0 million first lien term loan inclusive of the incremental $265.0 first lien term loan;

• “FTE” means full-time enrollment;

• “GAAP” means U.S. generally accepted accounting principles;

• “IT” means information technology;

• “KCE” means KinderCare Education LLC, our subsidiary;

• “KCLC” means our brand “KinderCare Learning Centers,” which includes both community-based and employer-sponsored centers that are operated under the KinderCare Learning Centers brand;

• “KUEHG” means KUEHG Corp., a Delaware corporation;

• “LIBOR” means the London Interbank Offered Rate;

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• “LOC Agreement” means that certain credit facilities agreement, dated as of February 1, 2024, governing the LOC Facility, by and among KUEGH Corp. and CLIF 2021-1 LLC, which allows for $20.0 million in letters of credit to be drawn;

• “LOC Facility” means the credit facilities under the LOC Agreement.

• “NAEYC” means the National Association for the Education of Young Children;

• “Old Credit Facilities” means, collectively, the Old First Lien Facilities and the Old Second Lien Facility;

• “Old First Lien Notes” means $50.0 million initial aggregate principal amount of first lien notes issued by KUEHG pursuant to the Old Notes Purchase Agreement, which were repaid in full in connection with the 2023 Refinancing;

• “Old First Lien Facilities” means, collectively, the Old First Lien Revolving Facility, the Old First Lien Notes and the Old First Lien Term Loan Facility;

• “Old First Lien Revolving Facility” means the $140.0 million first lien revolving credit facility, which was repaid in full in connection with the 2023 Refinancing;

• “Old First Lien Term Loan Facility” means the $1,200.0 million first lien term loan facility, which was repaid in full in connection with the 2023 Refinancing;

• “Old Notes Purchase Agreement” means that certain First Lien Note Purchase Agreement, dated as of July 6, 2020, by and among KUEHG, certain members of KC Parent, LP and Wilmington Trust, National Association, as administrative agent and collateral agent;

• “Old Second Lien Facility” means the $210.0 million second lien term loan facility, which was repaid in full in connection with the 2023 Refinancing;

• “Participants” means certain service providers which are defined as employees, consultants or directors;

• “PCAOB” means the Public Company Accounting Oversight Board;

• “PG” means investment funds affiliated with, advised by or managed by affiliates of Partners Group Holding AG, which own a controlling interest in us;

• “Registration Rights Agreement” means the registration rights agreement to be effective following the Reorganization and upon the consummation of this offering, by and among PG, certain other management stockholders and KinderCare;

• “RSU” means restricted stock unit;

• “same-centers” means centers that have been operated by the Company for at least 12 months as of the period end date;

• “Securities Act” means the Securities Act of 1933, as amended;

• “Services Agreement” means the services agreement, dated August 13, 2015, by and between KCE and an advisory affiliate of PG;

• “SOFR” means the Secured Overnight Financing Rate;

• “Stockholders Agreement” means the stockholders agreement to be effective following the Reorganization and upon the consummation of this offering, by and among PG, certain other existing stockholders and KinderCare; and

• “Tenured Teacher” means any teacher with one or more years of experience with KCLC.

CERTAIN TRADEMARKS

This prospectus includes trademarks and service marks owned by us, including Champions, Early Foundations, KinderCare, KinderCare Education, Crème School and Rainbow. This prospectus also contains trademarks, trade

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names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ^®, ^™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

NON-GAAP FINANCIAL MEASURES

Certain financial measures presented in this prospectus are not recognized under GAAP. EBIT, EBITDA, Adjusted EBITDA and Adjusted net income (loss) (collectively referred to as the “non-GAAP financial measures”) are not presentations made in accordance with GAAP, and should not be considered as an alternative to net income or loss, income or loss from operations, or any other performance measure in accordance with GAAP, or as an alternative to cash provided by operating activities as a measure of our liquidity. EBIT is defined as net income adjusted for interest and income tax expense (benefit). EBITDA is defined as EBIT adjusted for depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for impairment losses, equity-based compensation, management and advisory fee expenses, acquisition related costs, non-recurring distribution and bonus expense, COVID-19 Related Stimulus, net, and other costs because these charges do not relate to the core operations of our business. Adjusted net income (loss) is defined as net income adjusted for income tax expense (benefit), amortization of intangible assets, impairment losses, equity-based compensation, management and advisory fee expenses, acquisition related costs, non-recurring distribution and bonus expense, COVID-19 Related Stimulus, net, other costs, and non-GAAP income tax expense (benefit).

We present EBIT, EBITDA, Adjusted EBITDA and Adjusted net income (loss) because we consider them to be important supplemental measures of our performance and believe they are useful to securities analysts, investors and other interested parties. Specifically, Adjusted EBITDA and Adjusted net income (loss) allow for an assessment of our operating performance without the effect of charges that do not relate to the core operations of our business. We believe Adjusted EBITDA is helpful to investors in highlighting trends in our core operating performance compared to other measures, which can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments.

We believe the use of Adjusted net income (loss) provides investors with consistency in the evaluation of the Company as it provides a meaningful comparison of operating results, as well as a useful financial comparison to our peers. We believe this supplemental measure can be used to assess the financial performance of our business without regard to certain costs that are not representative of our continuing operations.

EBIT, EBITDA, Adjusted EBITDA and Adjusted net income (loss) have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• they do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on indebtedness;

• they do not reflect income tax expense or the cash requirements for income tax liabilities;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will have to be replaced in the future, and EBIT, EBITDA, Adjusted EBITDA and Adjusted net income (loss) do not reflect cash requirements for such replacements;

• they do not reflect our cash used for capital expenditures or contractual commitments;

• they do not reflect changes in or cash requirements for working capital; and

• other companies, including other companies in our industry, may calculate these measures differently than we do, limiting their usefulness as a comparative measure.

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A Letter from Paul Thompson, our Chief Executive Officer

As a father of two children, I know firsthand the joy that comes with raising a family and the daily juggle that parents with young children face when balancing work and personal lives. Child care was a lifeline to our family then, much like it is for millions of working parents today. When I joined KinderCare nearly 10 years ago, I immediately began to spend time in centers, sites, and classrooms. With each visit I saw the incredible interactions that teachers had with children in their care and the smiles on children’s faces, and I was reminded of my early days as a parent. I knew immediately that working at KinderCare was more than a job, it was personal. Today our shared purpose makes every role at the company a movement we are all proud to be a part of.

Since we first opened our doors and rang our bell in 1969, our calling has remained consistent: to help hard-working families pursue their dreams. The world has changed in the last 50 years, and so have we. Through it all, our commitment to delivering the highest quality care possible for families, regardless of who they are or where they live has never changed. From one red roof to over 2,000 locations nationwide, today we’re a collection of thousands of big and little stories being written every day. A community of more than 43,000 passionate employees striving to make each child’s potential shine. A human-powered network in 40 states working individually and collectively. Through it all, what we do for children and families remains constant. We are caregivers. We are educators. We impart a lifetime love of learning. But we are so much more. We are builders. Of confidence in children. Of unshakable self-worth. Of conviction they carry with them as they take their first steps, and every step toward taking on the world.

As access to high-quality childcare has become fully recognized as an essential building block of our country’s economic future, KinderCare’s leadership has never mattered more than it does now. Nearly 27 million workers or 16% of the American workforce rely on child care every day.

Success at work and at home builds stronger communities – one child at a time. Studies show that quality early education increases the likelihood of children obtaining higher education and lower delinquency rates generating greater lifetime earnings. It’s reinforced by growing public and private sector awareness of the critical role child care plays in workforce attraction, retention and productivity, and economic growth overall.

From their earliest weeks on, children build critical social, emotional, and academic skills that lay the groundwork for the rest of their educational journey. As they take their first steps…and every step into their future, at KinderCare they do so with confidence for life.

Our company purpose is grounded in four pillars:

Educational Excellence

Every family wants the best care and education for their child. We deliver that through our proprietary curriculum, our commitment to accreditation—the third-party validation of the high standards in our classrooms, and through assessments that consistently prove KinderCare children are better prepared for kindergarten and beyond than their peers outside our programs.

People & Engagement

Our industry-first talent filter helps us hire the best teachers and center staff who will thrive in our classrooms. Our annual employee and family engagement surveys build culture, identify how to best serve children and families, and drive business performance. That’s helped us win the Gallup Exceptional Workplace Award for the last eight years—one of only two employers globally.

Health & Safety

We hold sacred our responsibility to protect and nurture the children in our care. Our rigorous safety standards across all classrooms are reinforced by ongoing training and measurement tools. We build healthy bodies and

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minds through nutritious meals, and physical activity programs, and our dedicated resources support teacher and child mental health and emotional safety.

Operations & Growth

We bring these high-quality standards to more families and communities each season. We do this by building new centers and inviting smaller high-quality providers to join KinderCare. We work with school administrators and public and private employers to expand access to our programs. As we grow our reach, we reinvest in all our pillars to elevate our impact in each.

These pillars guide each of our employees every day, in classrooms across the country. While our footprint is large, it’s the footsteps of each child in our care that inspire us. Our unwavering devotion to children gives families peace of mind to pursue their dreams and to integrate work and life. Because strong and vibrant communities depend on access to high-quality child care for all, we serve the full socio-economic spectrum of American families – from the public to the private sector and those of modest means. This isn’t a requirement from regulators or any branch of government, it’s a matter of principle we’ve held true to for the last 55 years and will continue upholding for all the years ahead of us.

I am honored to lead KinderCare into this next phase of our journey and invite you to join me in championing the working families of this country, and their children.

Paul Thompson

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all the information that may be important to you. You should read the entire prospectus carefully, especially “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus, before deciding to invest in shares of our common stock. This summary contains forward-looking statements, which involve risks and uncertainties.

Our Mission

We build confidence for life by providing safe, high-quality early childhood and school-age education and care for families of all backgrounds and means. Serving children from six weeks to 12 years of age, we are committed to providing each of them with the very best start in life through high-quality educational experiences in a nurturing and engaging environment.

We believe that investment in early childhood and school-age education and care produces long-term societal benefits, including stronger, healthier communities and a more productive economy.

Our Company

We are the largest private provider of high-quality ECE in the United States by center capacity. We are a mission-driven organization, rooted in a commitment to providing all children with the very best start in life. We serve children ranging from six weeks to 12 years of age across our market-leading footprint of over 1,500 early childhood education centers with capacity for over 200,000 children and approximately 900 before- and after-school sites located in 40 states and the District of Columbia as of June 29, 2024. We believe families choose us because of our differentiated, inclusive approach and our commitment to delivering every child a high-quality educational experience in a safe, nurturing and engaging environment.

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Our steadfast commitment to quality education offers an attractive value proposition to the children, families, schools and employers we serve, driven by our market-leading scale, proprietary curriculum instructed by our talented teachers and dedication to safety, access and inclusion. We leverage our extensive network of community-based centers, employer-sponsored programs and before- and after-school sites, to meet parents where they are. We believe our proprietary curriculum helps us generate superior outcomes for children of all abilities and backgrounds. We use third-party assessment tools that consistently show children in our centers outperform their peers in other programs in readiness for kindergarten. We voluntarily seek accreditation at all of our centers and onsite programs, demonstrating our commitment to establishing best practices for our sector. Our culture promotes high levels of employee engagement, which we believe leads to better financial performance of our centers.

We have built a reputation as a leader in early childhood education and care across our three consumer-facing brands designed to address key parent demographics: KCLC, Crème School and Champions. Our inherent strength is that our portfolio of brands serves a broad range of consumers across the country, demographics and income levels. Our portfolio of brands, which are, and historically have been, operated through our wholly-owned subsidiaries, is set forth below:

• KCLC is the largest private provider of community-based early childhood education centers in the United States by center capacity. As of June 29, 2024, KCLC operated approximately 1,520 KCLC centers with a capacity to serve over 200,000. KCLC serves families with children between six weeks and 12 years of age. KCLC represented 88.3% and 93.5% of our fiscal 2023 and fiscal 2022 revenue, respectively.

• Crème School is a premium provider of community-based early child care and education with over 40 schools across 15 states and a capacity for serving over 10,000 children as of June 29, 2024. Crème School serves families with children between six weeks and 12 years of age. We completed our acquisition of Crème School in the fourth quarter of 2022, and Crème School represented 5.2% of our fiscal 2023 revenue.

• Champions is a leading private provider of before- and after-school programs in the United States. We provide staff, teachers and curriculum to deliver high-quality supplemental education and care to families with children in preschool to school-age onsite at schools we serve and had approximately 900 sites as of June 29, 2024. Champions represented 6.6% and 5.2% of our fiscal 2023 and fiscal 2022 revenue, respectively.

Our employer-facing business serves the child care needs for today’s dynamic workplaces. 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. In addition to operating approximately 1,450 KCLC community-based centers, as of June 29, 2024, KCLC also operated over 70 onsite employer-sponsored centers and had relationships with over 700 employers.

Our operating strategy is designed to deliver a high-quality, outcomes-driven, education experience for every child and family we serve across all of our centers and sites. This self-reinforcing strategy is anchored in four pillars:

• Educational Excellence. We leverage our proprietary curriculum combined with third-party assessment tools and voluntary accreditation to deliver a high-quality educational experience and provide objective validation of the quality and impact of our programs.

• People & Engagement. We utilize a proprietary, data-driven approach to attract, hire and develop exceptional talent. We believe that our culture builds emotional connections between our employees and our mission and values, driving high engagement across our organization.

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• Health & Safety. We consistently adhere to strict procedures across all of our centers to provide a healthy, safe environment for our children and our workforce and to deliver confidence and peace of mind to families.

• Operations & Growth. We consistently pursue operational excellence and believe that enables us to deliver profitable growth and to fund consistent reinvestment into our service offerings. We utilize a robust technology platform and proprietary operating procedures to deliver a high-quality, consistent experience across our centers and sites.

Our History

We have provided children and families with high-quality ECE for over 50 years. Throughout our history, we have empowered parents seeking to enter the workforce with options for excellent early childhood education and care. We have remained committed to providing broad access to our services throughout our history and, over the past decade, have become a leading advocate in our industry, working with legislators to promote greater access to early education for all families.

In 2012, Tom Wyatt became our CEO to lead our business transformation. Our primary stockholder, PG, acquired control of KinderCare in 2015 to further support this transformation. From 2012 to 2017, Tom and our leadership team implemented and refined our current operating strategy, based on our four pillars described above, to enhance our value to children and families and to drive improved operating performance. During this period, we sought to optimize our center footprint by closing over 380 centers, drove compound same-center revenue growth of 4.5% and increased same-center occupancy from 56% to 69%. We also made significant investments in our curriculum, human capital and technology infrastructure to accelerate growth and strengthen our commitment to quality. On June 1, 2024, Paul Thompson, our President since 2021, succeeded Tom Wyatt as CEO, with Mr. Wyatt remaining as Chairman.

Since 2017, we have executed on our multi-faceted growth strategy to extend our center footprint and reinforce our position as the largest private ECE provider in the United States by center capacity. We are supported by our Growth Delivery, New Center Enrollment and New Center Operations teams, and these teams developed and refined our new center management processes, enabling us to quickly and consistently implement our operating procedures and curriculum while driving growth in inquiries and enrollment. Between fiscal 2018 and June 29, 2024, we acquired 256 centers and opened 108 new greenfield centers. From fiscal 2017 to fiscal 2019, we achieved 4.5% compound same-center revenue growth, and finished fiscal 2019 at 69% same-center occupancy.

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Number of New Center Openings (NCOs) and Center Acquisitions Over Time

In March 2020, our industry experienced government-mandated closures of many child care centers, intended to curb the spread of COVID-19, which significantly reduced our enrollment. However, we kept over 420 centers open to provide child care to first responders, critical healthcare providers and families working in essential services. We undertook several actions to manage costs and improve liquidity, including curtailing all non-critical business spending, furloughing employees, temporarily reducing the salaries of the executive team and negotiating rent and benefit holidays or deferrals where possible. As a result of pandemic-related center closures, same-center occupancy decreased to a low of 47% in fiscal 2020.

In fiscal 2021, we had $1.8 billion in revenue, $88.4 million in net income and $161.4 million in Adjusted EBITDA. Our same-center revenue increased by 31.6% compared to fiscal 2020 primarily due to centers that had been impacted in the prior year by the COVID-19 pandemic, resulting in an increase in same-center occupancy to 63%. Our cost of services excluding depreciation and impairment decreased to 72.0% of revenue due to the impact of leveraging fixed costs over higher enrollments as well as receiving $160.8 million for reimbursement of center operating expenses from COVID-19 Related Stimulus.

In fiscal 2022, we had $2.2 billion in revenue, $219.2 million in net income and $208.2 million in Adjusted EBITDA. Our same-center revenue increased by 17.7% compared to fiscal 2021. Our cost of services, excluding depreciation and impairment, increased by $123.0 million, or 9.4%, for fiscal 2022 as compared to fiscal 2021. The increase was driven by an increase in personnel costs, higher enrollment, and incremental investments in teacher wage rates and bonuses to incentivize continued career growth and progress as well as operating more centers and sites combined with higher enrollment and increased rent expense. These increases were partially offset by higher reimbursements from COVID-19 Related Stimulus due to additional stimulus funding available to support the ECE industry in fiscal 2022. In October 2022, we acquired Crème School, one of the largest premium child care and early learning providers in the US, gaining access to the attractive premium early childhood education market segment.

In fiscal 2023, we had $2.5 billion in revenue, $102.6 million in net income and $266.4 million in Adjusted EBITDA. Our same-center revenue increased by $318.8 million, or 15.9%, for fiscal 2023 as compared to fiscal

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2022, which included Crème School centers acquired in fiscal 2022 becoming classified as same-centers as of December 30, 2023. This reflects an 8.6% same-center revenue compound annual growth rate from 2018 to 2023. Our cost of services, excluding depreciation and impairment, increased by $399.7 million, or 28.1%, for fiscal 2023 as compared to fiscal 2022. The increase was driven by an increase in personnel costs, higher enrollment, incremental investments in teacher wage rates and bonuses to incentivize continued career growth and progress, a decrease in reimbursements from COVID-19 Related Stimulus recognized due to the sun setting of stimulus funding as well as operating more centers and sites combined with higher enrollment and increased rent expense.

For additional information regarding our financial performance and non-GAAP measures, together with a reconciliation of Adjusted EBITDA for fiscal 2021 through 2023 to net income, the most directly comparable GAAP measure, see “Summary Consolidated Financial and Operating Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Our Industry

We compete in the U.S. ECE market. According to a report by the Harvard Business Review, nearly 27 million workers, or 16% of the American workforce in 2021, relied on child care every day. According to the Bureau of Economic Analysis, in 2023 the U.S. market for private expenditures on education-focused care for children zero to five years of age was approximately $19 billion and total U.S. child care expenditures exceeded $76 billion. Additionally, according to a report from EY-Parthenon, organized care served approximately 6.9 million children in 2020. From 2013 to 2023, according to the Bureau of Economic Analysis, private expenditures on education-focused care grew from approximately $11 billion to nearly $19 billion, representing a compound annual growth rate over the period of 5.8%. We estimate that the market for private expenditures on education-focused care will grow at a compound annual growth rate of approximately 6% between 2023 and 2030. We believe that our near-term revenue opportunity across our portfolio is approximately $10 billion in an approximately $76 billion market achieved through same-center growth, new center openings, mergers and acquisitions, employer sponsored opportunity and before- and after-school opportunity.

The ECE market is highly fragmented with over 90,000 centers in the United States in 2022, according to Child Care Aware of America. We estimate that the top five providers, including KinderCare, represented approximately 5% of total capacity as of December 31, 2023 in the United States.

We believe the market opportunity for scaled, quality ECE providers will continue to grow due to the following trends and market dynamics:

Broad recognition of the benefit of ECE drives growth in private spend and consistent public subsidy funding. Studies have consistently shown that organized early childhood education fosters the development of cognitive and social skills, better preparing children for success in school and life and achieving long-term benefits for society. The U.S. government has consistently passed bipartisan public funding to support ECE and catalyze these societal benefits. Federal subsidies for ECE have historically increased over time and have also demonstrated resiliency as well as continued growth in economic downturns. Funding for federal subsidies is primarily provided through the CCDF, authorized under the CCDBG, and increased from $6.0 billion in 2005 to $13.7 billion in 2023. We anticipate that public subsidy funding will continue as historical bipartisan support illustrates the need for, and importance of, ECE. Furthermore, we believe that our subsidy expertise will allow us to help families take advantage of continued public subsidies, which will help drive greater access to our centers.

Trends in labor force participation continue to support robust demand for high-quality ECE. As of 2022, 68% of children under the age of six were in dual-income households, an increase from 65% in 2016 according to National Kids Count. The labor force participation rate of women ages 25 to 34 in the United States increased

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from 74% in 2011 to almost 78% in 2022 according to the U.S. Bureau of Labor Statistics. According to an October 2023 survey by the NAEYC, 79% of parents looking for child care reported difficulty finding space in a program and of those parents, 84% reported that not being able to find child care impacted their ability to work. These trends are expected to drive sustained growth in the ECE market. We believe that we will continue to benefit from increasing labor participation as more parents seek out high-quality ECE and employers strive to provide competitive benefits, including ECE benefits, to employees.

ECE supply-demand imbalance creates opportunity for further capacity expansion and occupancy optimization. Families across all household income levels have reported difficulty in finding ECE care. According to the Council of Economic Advisers, a majority of families that searched for care reported difficulty in doing so, with quality, capacity, cost and location as key pain points. According to The Century Foundation, a meaningful number of child care programs could close in the next two years as ARPA funding expires, disrupting coverage for approximately 3.2 million children, potentially further exacerbating the supply-demand challenges and, we believe, creating increased demand for our services.

ECE talent constraints are easing as sector employment levels approach 2020 levels. The ECE sector experienced a steady increase in the number of employees from 2013 through early 2020 peaking at 1.05 million, according to the Bureau of Labor Statistics. The Center for American Progress reported that ECE employment increased from approximately 680,000 to approximately 1.01 million between April 2020 and October 2023, an almost 50% increase. As of October 2023, ECE sector employment reached 96% of peak levels reached in February 2020. We believe we are particularly well positioned to attract talent due to our ability to offer competitive pay, benefits and training, along with more job flexibility compared to other ECE providers.

Strong tailwinds supporting demand for premium ECE offerings. The number of U.S. families with children with household income of at least $140,000 has grown at a compound annual growth rate of approximately 7% between 2017 and 2021, based on a report by EY-Parthenon. According to the Council of Economic Advisers more than 40% of families with household income greater than $150,000 that searched for child care reported difficulty in doing so, with capacity constraints as the most prevalent limitation. Management estimates this opportunity could represent over 600 potential new greenfield centers across new and existing geographies.

Steady shift to scaled providers as families seek high-quality scaled operators. The ECE market, according to a management estimates, remains highly fragmented, with national operators making up less than 10% of the centers in the United States. We believe that as the importance and benefits of ECE continue to be recognized by families, scaled national providers are well positioned to continue to invest in quality by seeking accreditations, developing proprietary curriculum, attracting quality teachers, training teachers and building new capacity, resulting in market share shifting over time from smaller regional and local players to larger national providers.

Established work-from-home or hybrid work arrangements has shifted ECE preferences for dual working families. We believe providers that offer ECE via a variety of delivery channels are best positioned to meet the evolving demands of working parents as requirements vary by employer. According to Gallup research, a majority of employees with remote-capable jobs report having work-from-home or hybrid work arrangements, with 53% of survey participants reporting they spent one to four days in the office as of May 1, 2024. We believe that a community-based approach to ECE, offering care close to where families live, will be attractive for most working parents that have a work-from-home or hybrid work schedule.

Scaled providers are uniquely positioned to navigate complex public subsidy funding channels. Each state has unique and disparate processes to administer funds received from the CCDF, making it difficult for many families and providers to access public subsidy funding. We believe scaled providers with the expertise, resources and infrastructure necessary to understand each state’s requirements and support families through the application process are best positioned to capture enrollments supported by public funds. We expect public subsidy funding for ECE to continue to grow, furthering the importance of this capability.

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Our Competitive Strengths

We believe the following are our core strengths that differentiate us from our competition:

Market leader with significant scale and portfolio advantages. We are the largest private provider of ECE in the United States by center capacity with over 20% greater center capacity based on our estimates than the next largest operator. We believe our scale creates a sustainable competitive advantage, enabling us to (i) identify best practices within our network and apply them across all of our centers and onsite programs, (ii) consistently invest in our curriculum to produce tangible student outcomes, (iii) attract and retain high-quality talent with a broad benefits package and career development opportunities, (iv) invest in our technology infrastructure to better manage our operations and drive elevated parent engagement, (v) identify opportunities for expansion through new greenfield centers and acquisitions, (vi) help our families access public subsidy funding by engaging with over 800 government agencies, and (vii) serve as a leading, visible advocate for our industry with legislators.

We believe the quality of our portfolio is also differentiated from our peers due to prior center optimization efforts, a successful acquisition track record, consistent processes and investments, and a suburban-focused center network. We leverage operating data from across our scaled network to proactively manage our operations and instill best practices to improve center performance, make investment decisions and increase occupancy.

Strategic portfolio of complementary service offerings and locations appeals to today’s family. Our flexible offerings allow us to meet parents where they are as the only national ECE provider offering ECE (i) in centers in local communities (KCLC and Crème School), (ii) onsite at employers, and (iii) in schools (Champions). Through our employer-sponsored programs, we provide employees the flexibility to access our ECE programs at the location that is most convenient to them, whether in their local communities or onsite at their employers.

Multi-faceted brand and product offering expands the population of families we can serve. We seek to serve the majority of the U.S. child population. We are proud to serve low-income families whom we assist in gaining access to subsidy funds, middle-class families who are looking for quality care in their communities, and high-income families who may opt to enroll in Crème School. For our employer-sponsored program sales, our proven track record enables us to win onsite child care mandates while our national footprint and site density allows us to partner with companies looking to effectively offer employer child care benefits, including subsidized tuition, priority access and emergency backup care, among others.

Commitment to educational excellence across our footprint. We have intentionally designed our curriculum for children of all abilities, and we continuously enhance and refine our curriculum in an effort to drive better outcomes. As educational quality for young children can be difficult for parents to assess, we utilize objective, third-party assessment tools and accreditation to demonstrate the impact of our programs. We voluntarily seek accreditation at all of our centers and onsite programs. We provide our students with a well-rounded experience that embraces and transcends the more traditional scholastic elements.

Strong workforce engagement drives robust operational performance. We utilize a holistic approach to attract, train, develop and retain a talented workforce, at scale, and drive workforce engagement. Our approach fosters stronger connections with families and better center financial performance. Our workforce culture is a fundamental driver of employee engagement as we strive to maintain a culture that is mission-driven, inclusive and values the input of each of our employees. We measure success of our workforce engagement by our ability to provide continuity of care. As of December 30, 2023, our Tenured Teacher retention was 75%. That same year, 75% of our workforce considered themselves engaged, more than double the U.S. population average, according to Gallup. Through our continued focus on engagement, we have received the Gallup Exceptional Workplace Award every year from 2017 to 2024, making us one of only two companies worldwide to have won this award for the past eight years in a row.

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Well-invested technology infrastructure will continue to accelerate our business. We invest significant resources into our technology infrastructure to support our centers, site operations and interactions with families. The data from these systems, combined with the data we obtain from families and prospective families, enables informed decision-making, and we believe improves learning outcomes and increases family engagement and retention.

Expertise in helping families access public subsidy funding for child care. We proactively work with prospective and current families to help them access public subsidy funding. We believe our scale allows us to invest in the expertise, resources and infrastructure needed to effectively navigate these programs across our network of centers. Our frequent interactions and relationships with government institutions position us as a leading advocate for our industry to help build continued growing public funding support for our industry.

High-quality management team demonstrating deep industry experience across education and multi-site consumer industries. Our experienced management team has executed on its strategic initiatives with respect to people, education and financial performance. The combined expertise and experience of our management team covers early child care, as well as multi-site platforms and education.

Our Growth Strategies

We intend to extend our position as the largest private ECE provider in the United States by center capacity through our key growth strategies, as follows:

Increase same-center revenues through improved occupancy and consistent price increases across our portfolio of offerings. We employ a multi-pronged strategy to increase same-center revenues through enrollment and tuition rate increases. We leverage our strong brand recognition, public relations campaigns, digital and direct marketing campaigns and word-of-mouth references to attract families to our centers. As a scaled provider, we believe we are well positioned to benefit from the combined impacts of growing ECE demand and potential supply reductions driven by center closures as stimulus funding sunsets. In 2023, 9.0% of our same-center revenue increase was driven by centers that were classified as same-centers as of both fiscal 2023 and fiscal 2022. We believe we are well positioned to continue to increase same-center revenues through our multi-pronged strategy of occupancy improvement and tuition rate increases.

% Same-Center Revenue Growth

Occupancy Improvement. We have a strong track record of improving occupancy rates across our portfolio. In the past decade, we increased our average same-center occupancy from 58% in 2013 to 69% in 2023 (or 71% excluding the impact from the acquisition of Crème School) through a combination of strategic investments in technology, talent and implementing best practices across our centers. We leverage quintile analysis to group our centers for evaluation. Quintile analysis ranks our centers by EBITDA levels. Our 4th and 5th quintile centers have an embedded growth potential within our portfolio supported by our demonstrated success at driving occupancy improvement. As of December 30, 2023, centers in our top 3 quintiles had an average occupancy of

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74% or higher, which represents an increase of 3% to 11% compared to pre-pandemic levels as of December 28, 2019 for the same quintiles. Furthermore, the top quintile operated at 86% average occupancy as of December 30, 2023, a significant improvement of approximately 11% since December 2019. All else constant, occupancy improvement of approximately 2% would have a positive EBITDA margin impact of nearly 1%.

The following chart shows the occupancy rate for each of our five quintiles as of December 28, 2019 and December 30, 2023:

Quintile Analysis—Center Occupancy

Pricing model designed for continued growth. We consistently invest in all aspects of our service offering to deliver high-quality, accessible ECE. We also offer competitive compensation and benefits packages as well as periodic salary increases for our teachers and staff. We implement regular price increases across our centers to support these investments. Over the past three years, our annual tuition price increases ranged from 4-7% across all of our centers. Additionally, while our rates for children of a given age increase each year, these rates generally decrease as children get older. Our pricing methodology indexes rates against our entry level infant tuition rates; toddler rates are set at approximately 96%, two-year old rates are set at approximately 88% and preschool rates are set at approximately 83% of infant tuition rates. As a result, the out-of-pocket costs paid by parents typically decrease as children age, despite our annual rate increases.

Continue to expand our flexible employer-sponsored program offerings. We believe flexible work schedules are the “new normal.” In addition to offering access to our own network of approximately 1,450 KCLC community-based centers and over 40 Crème School locations, we also offer onsite employer-sponsored centers providing employers with the ability to design flexible programs to meet the shifting needs of their employees. We also offer meaningful tuition benefits programs, which allow employers to provide discounted access to our centers by helping pay the cost of tuition. In 2023, employer-sponsored tuition benefits comprised of $492.3 million of our revenues, growing as a result of growth in our number of employer relationships, which is up to over 700 as of June 29, 2024, an increase from approximately 400 in 2019. These relationships include over 70 onsite employer-sponsored centers.

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Leverage dedicated teams and data-driven research for new center openings across both KCLC, Crème School and Champions sites. We consistently open new greenfield centers that generate attractive returns and complement our existing center network across each of our brands. We opened 108 new greenfield centers from fiscal 2018 to June 29, 2024. We maintain a robust pipeline of new center opportunities and employ a disciplined and data-driven approach in selecting and opening locations for new greenfield centers.

Opportunistically pursue strategic acquisitions and partnerships in a highly fragmented market. We continue to grow our footprint by acquiring centers through our disciplined acquisition approach. We acquired 256 centers between fiscal 2018 and June 29, 2024. Given the significant fragmentation in our industry, we expect to continue to pursue acquisitions that meet our criteria and complement our existing network. Additionally, we regularly evaluate opportunities to add new brands, developed internally and via acquisitions, that will provide us with the ability to target and serve specific populations, as well as to potentially grow internationally.

Summary Risk Factors

We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or that may adversely affect our business, financial condition and results of operations. You should carefully consider the risks discussed in the section titled “Risk Factors,” including the following risks, before investing in shares of our common stock:

Risks Related to our Business

• Changes in the demand for child care and workplace solutions, which may be negatively affected by demographic trends and economic conditions, including unemployment rates, may materially and adversely affect our business, financial condition and results of operations.

• Our business depends largely on our ability to hire and retain qualified teachers and maintain strong employee engagement.

• A permanent shift in workforce demographics and office environments may result in decreased demand for center-based or site-based child care and have a materially adverse effect on our business, financial condition and results of operations.

• Because our success depends substantially on the value of our brands and reputation as a provider of choice, adverse publicity could impact the demand for our services.

• Our continued profitability depends on our ability to offset our increased costs, such as labor and related costs, through increases in tuition rates.

• Governmental universal child care benefit programs and changes in the spending policies or budget priorities for government funding of child care and education could impact demand for our services.

• Our business, financial condition and results of operations may be materially and adversely affected by various litigation and regulatory proceedings.

Risks Related to our Capital Structure, Indebtedness and Capital Requirements

• We may face risks related to our indebtedness.

• The terms of our Credit Facilities impose operating and financial restrictions on us that may impair our ability to respond to changing barriers and economic conditions.

• We may require additional capital to meet our financial obligations and support business growth, and this capital may not be available on acceptable terms or at all.

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• Acquisitions present many risks and may disrupt our operations. We also may not realize the financial and strategic goals that were contemplated at the time of the transaction.

• Any impairment of goodwill, other intangible assets or long-lived assets could negatively impact our results of operations.

• We are a holding company with no operations of our own, and we depend on our subsidiaries for cash.

Risks Related to Intellectual Property, Information Technology and Data Privacy and Security

• If we are unable to adequately protect our intellectual property rights, our business, financial condition and results of operations may be materially and adversely affected.

• We rely significantly on the use of information technology, as well as those of our third-party service providers. Any significant failure, inadequacy, interruption or data security incident of our information systems, or those of our third-party service providers, could disrupt our business operations.

• Our collection, use, storage, disclosure, transfer and other processing of personal information could give rise to significant costs and liabilities, including as a result of governmental regulation, uncertain or inconsistent interpretation and enforcement of legal requirements or differing views of personal privacy rights, which may have a material adverse effect on our reputation, business, financial condition and results of operations.

• We are subject to payment-related risks that may result in higher operating costs or the inability to process payments, either of which could harm our brand, reputation, business, financial condition and results of operations.

Risks Related to our Common Stock and this Offering

• If our stock price fluctuates after this offering, you could lose a significant part of your investment.

• Because PG owns a significant percentage of our common stock, it may control major corporate decisions and its interests may conflict with your interests as an owner of our common stock and our interests.

• We are a “controlled company” within the meaning of the New York Stock Exchange rules and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

• Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.

General Risks

• Changes in tax laws or to any of the several factors upon which our tax rate is dependent could impact our future tax rates and net income and affect our profitability.

• Inadequacy of our insurance coverage or an inability to procure contractually required coverage could have a material and adverse effect on our business, financial condition and results of operations.

• Becoming a public company will increase our compliance costs significantly and require the expansion and enhancement of a variety of financial and management control systems and infrastructure and the hiring of significant additional qualified personnel.

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• We will be exposed to risks relating to evaluations of controls required by Section 404 of the Sarbanes-Oxley Act.

• Natural disasters, geo-political events and other highly disruptive events could materially and adversely affect our business, financial condition and results of operations.

• Discovery of any environmental contamination may affect our operating results.

Our business also faces a number of other challenges and risks discussed throughout this prospectus. You should read the entire prospectus carefully, especially “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus, before deciding to invest in shares of our common stock.

Recent Developments

First Lien Revolving Credit Facility Amendment

Substantially concurrently with the consummation of this offering, KUEHG intends to enter into an amendment to the Credit Agreement (the “RCF Amendment”) to provide for (i) a new extended tranche of revolving commitments in an aggregate principal amount of up to $225.0 million (such tranche, the “Revolving Extended Tranche Commitments”), and (ii) the reclassification of a portion of the existing commitments under the First Lien Revolving Credit Facility into a non-extended tranche of revolving commitments (such tranche, the “Revolving Non-Extended Tranche Commitments”), such that the aggregate commitments under the First Lien Revolving Credit Facility after giving effect to the RCF Amendment would total $240.0 million. The aggregate principal amount of the Revolving Extended Tranche Commitments is expected to be up to $225.0 million, which includes up to $145.0 million of revolving commitments from certain of the existing lenders under the First Lien Revolving Credit Facility, plus up to $80.0 million of new commitments from new and existing revolving lenders. The Revolving Extended Tranche Commitments are expected to have an extended maturity date of the earlier of the date that is (i) 5 years after the effective date of the RCF Amendment, or (ii) if, on the date that is ninety-one (91) days prior to the original term loan maturity date of June 12, 2030, all or any portion of the initial term loans remain outstanding, the date that is ninety-one (91) days prior to the original term loan maturity date. KEUHG is expected to pay revolving lenders participating in the extension a fee equal to 0.25% of the Revolving Extended Tranche Commitment of such lender on the effective date of the RCF Amendment. The maturity date of the Non-Extended Tranche Commitments remains June 12, 2028. The RCF Amendment is also expected to increase the letter of credit sublimit to up to $172.5 million from $115.0 million. There can be no assurances that the RCF Amendment will be consummated on the terms or in the timing contemplated or at all. This offering is not conditioned on the consummation of the RCF Amendment. There are no borrowings outstanding under the First Lien Revolving Credit Facility as of the date of this prospectus.

The Reorganization and Our Organizational Structure

We operate as a Delaware corporation under the name KinderCare Learning Companies, Inc., with all our operations conducted through our wholly-owned subsidiaries. Shortly after the effectiveness of the registration statement of which this prospectus forms a part:

• Pursuant to our existing amended and restated certificate of incorporation, any outstanding shares of Class A common stock are expected to automatically convert to shares of common stock based on a conversion ratio of 8.375-to-one as determined by our board of directors in connection with this offering, and any outstanding shares of Class B common stock are expected to automatically convert to shares of common stock based on a conversion ratio of 8.375-to-one as determined by our board of directors in connection with this offering.

• KC Parent, LP, our direct parent, is expected to liquidate and distribute shares of our common stock then held by KC Parent, LP to unitholders of KC Parent, LP in proportion to their interests in KC Parent, LP.

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• The holders of the Class A Units of KC Parent, LP are expected to receive shares of common stock in connection with the Reorganization in proportion to their interests in KC Parent, LP. The Class B Units of KC Parent, LP are expected to vest in connection with the Reorganization and the holders of the Class B Units are expected to receive shares of common stock in proportion to their fully vested interests in KC Parent, LP. The Class B-1 Units are expected to automatically accelerate and vest based on the expected value to be received by the Partners Group Members (as defined herein). We expect that our board of directors will determine that the Class B-2 Units and Class B-3 Units will be deemed to have vested as well.

We collectively refer to the foregoing organizational transactions as the “Reorganization.” The registration statement of which this prospectus forms a part relates to an investment in KinderCare Learning Companies, Inc., the parent holding company of our subsidiaries through which our brands operate, following the Reorganization.

The diagram below depicts our organizational structure after giving effect to the Reorganization, including this offering. Each direct and indirect subsidiary of KinderCare Learning Companies, Inc. is wholly-owned.

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Our Corporate Information

KinderCare Learning Companies, Inc. is a Delaware corporation. On January 2, 2022, KC Holdco, LLC, a Delaware limited liability company, converted into a Delaware corporation through a Delaware law statutory conversion and was renamed KinderCare Learning Companies, Inc. Upon consummation of this offering, assuming the sale of 24,000,000 shares in this offering, based on the assumed initial public offering price of $25.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, PG will own approximately 71.1% of our shares of common stock (or 68.9% if the underwriters exercise in full their option to purchase additional shares of our common stock). See “Principal Stockholders” and “Use of Proceeds.”

Our principal executive office is located at 5005 Meadows Road, Lake Oswego, OR 97035 and our telephone number at that address is (503) 872-1300. We maintain a website at www.kindercare.com. We have included our website address in this prospectus as an inactive textual reference only. The information contained on, or that can be accessed through, our website is not a part of, and should not be considered as being incorporated by reference into, this prospectus.

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THE OFFERING

Common stock offered by us 24,000,000 shares.

Common stock to be outstanding after this offering 114,366,089 shares (or 117,966,089 shares, if the underwriters exercise in full their option to purchase additional shares of our common stock).

Option to purchase additional shares from us 3,600,000 shares.

Use of proceeds We estimate that the net proceeds to us from our sale of shares in this offering, after deducting underwriting discounts and estimated offering expenses payable by us, will be approximately $555.7 million (or $640.5 million, if the underwriters exercise in full their option to purchase additional shares of our common stock), assuming an initial public offering price of $25.00 per share (the midpoint of the price range set forth on the cover page of this prospectus). We intend to use the net proceeds from this offering to (i) repay $548.4 million of loans outstanding under our outstanding First Lien Term Loan Facility (or $633.2 million, if the underwriters exercise in full their option to purchase additional shares of our common stock) and (ii) pay $7.3 million of other expenses. See “Use of Proceeds.”

Symbol “KLC.”

Controlled company Following this offering, we will be a “controlled company” within the meaning of the corporate governance rules of the New York Stock Exchange. See “Management—Director Independence and Controlled Company Exception.”

Conflicts of interest Affiliates of Barclays Capital Inc. and UBS Securities LLC (the “Conflicted Parties”) are lenders under our First Lien Term Loan Facility and the Conflicted Parties will receive 5% or more of the net proceeds of this offering due to the repayment of borrowings thereunder. Therefore, the Conflicted Parties are deemed to have a conflict of interest within the meaning of FINRA Rule 5121. Accordingly, this offering is being conducted in accordance with Rule 5121, which requires, among other things, that a “qualified independent underwriter” participate in the preparation of, and exercise the usual standards of “due diligence” with respect to, the registration statement and this prospectus. Morgan Stanley & Co. LLC has agreed to act as a qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, including specifically those inherent in Section 11 thereof. Morgan Stanley & Co. LLC will not receive any additional fees for serving as a qualified independent underwriter in connection with this offering.

Risk factors Investing in shares of our common stock involves a high degree of risk. See “Risk Factors” beginning on page 24 of this prospectus for a discussion of factors you should carefully consider before investing in shares of our common stock.

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The number of shares of our common stock to be outstanding after this offering excludes:

• 13,204,206 shares of our common stock reserved for future issuance under our Amended and Restated 2022 Incentive Award Plan (the “2022 Plan”), which will become effective not later than the date the registration statement of which this prospectus forms a part is declared effective, as well as any shares of our common stock that become available pursuant to provisions in the 2022 Plan that automatically increase the share reserve under the 2022 Plan;

• 2,287,321 shares of our common stock reserved for future issuance under our Amended and Restated 2024 Employee Stock Purchase Plan (the “ESPP”), which will become effective not later than the date the registration statement of which this prospectus forms a part is declared effective, as well as any shares of our common stock that become available pursuant to provisions in the ESPP that automatically increase the share reserve under the ESPP;

• up to 1,651,852 shares of our common stock issuable upon the exercise of options outstanding under the 2022 Plan as of June 29, 2024 with a weighted average exercise price of $21.11 per share (taking into account the automatic conversion of our Class B common stock into shares of our common stock);

• 294,752 shares of our common stock issuable upon the vesting of RSUs under the 2022 Plan outstanding as of June 29, 2024 (taking into account the automatic conversion of our Class B common stock into shares of our common stock);

• 394,875 shares of our common stock issuable upon the vesting of RSUs expected to be issued in connection with this offering to certain employees under the 2022 Plan; and

• 121,227 shares of our common stock issuable upon the exercise of options expected to be issued in connection with this offering to certain employees under the 2022 Plan.

Unless otherwise indicated, all information contained in this prospectus:

• assumes an initial public offering price of $25.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus;

• assumes the underwriters’ option to purchase additional shares will not be exercised;

• assumes the Reorganization has been consummated prior to the closing of this offering; and

• gives effect to our third amended and restated certificate of incorporation and our amended and restated bylaws.

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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

We present below our summary consolidated statements of operations and of cash flow data for the six months ended June 29, 2024 and July 1, 2023 and for the fiscal years ended December 30, 2023, December 31, 2022 and January 1, 2022, and our consolidated balance sheet data as of June 29, 2024, December 30, 2023 and December 31, 2022. We have derived this information from our audited consolidated annual financial statements and unaudited condensed consolidated interim financial statements included elsewhere in this prospectus. The unaudited condensed consolidated interim financial statements have been prepared on a basis consistent with our audited consolidated annual financial statements and contain all adjustments, consisting only of normal and recurring adjustments necessary for a fair statement of such financial statements.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read the summary consolidated financial and operating data presented below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

Consolidated Statements of Operations Data

	Six Months Ended						Fiscal Years Ended
	June 29, 2024			July 1, 2023			December 30, 2023			December 31, 2022			January 1, 2022
	(in thousands, except per share/unit data)
Revenue	$	1,344,603		$	1,267,718		$	2,510,182		$	2,165,813		$	1,807,814
Costs and expenses
Cost of services (excluding depreciation and impairment)		997,725			888,877			1,824,324			1,424,614			1,301,617
Depreciation and amortization		57,752			53,513			109,045			88,507			82,313
Selling, general, and administrative expenses		169,038			152,120			287,967			247,785			204,182
Impairment losses		5,883			5,305			13,560			15,434			7,302
Total costs and expenses		1,230,398			1,099,815			2,234,896			1,776,340			1,595,414
Income from operations		114,205			167,903			275,286			389,473			212,400
Interest expense		80,347			75,914			152,893			101,471			96,578
Interest income		(3,860	)		(2,538	)		(6,139	)		(2,971	)		(14	)
Other (income) expense, net		(3,784	)		(2,441	)		(1,393	)		3,220			(631	)
Income before income taxes		41,502			96,968			129,925			287,753			116,467
Income tax expense		14,718			25,273			27,367			68,584			28,058
Net income	$	26,784		$	71,695		$	102,558		$	219,169		$	88,409
Other comprehensive income (loss), net of tax:
Change in net gains (losses) on cash flow hedges		8,121			2,485			1,695			(2,008	)		6,742
Total comprehensive income	$	34,905		$	74,180		$	104,253		$	217,161		$	95,151
Net income per common share/member’s interest unit
Basic	$	0.04		$	0.09		$	0.14		$	0.28		$	0.12
Diluted	$	0.04		$	0.09		$	0.14		$	0.28		$	0.12

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	Six Months Ended				Fiscal Years Ended
	June 29, 2024		July 1, 2023		December 30, 2023		December 31, 2022		January 1, 2022
	(in thousands, except per share/unit data)
Weighted average number of common shares/member’s interest units outstanding
Basic		756,817		756,817		756,817		782,050		757,614
Diluted		756,817		757,194		757,005		782,578		757,614

Pro Forma Presentation

	Six Months Ended June 29, 2024		Fiscal Year Ended December 30, 2023
	(in thousands, except per share data)
Net income per share—pro forma as adjusted—Basic(1)	$	0.41	$	0.06
Net income per share—pro forma as adjusted—Diluted(1)	$	0.40	$	0.06
Weighted-average shares outstanding—pro forma as adjusted—Basic(1)		114,366		114,366
Weighted-average shares outstanding—pro forma as adjusted—Diluted(1)		114,547		114,516

Consolidated Balance Sheet Data (end of period)

	June 29, 2024			December 30, 2023			December 31, 2022
	(in thousands)
Cash and cash equivalents	$	95,709		$	156,147		$	105,206
Working capital(2)		(191,948	)		(143,120	)		(176,675	)
Total assets		3,668,086			3,653,262			3,664,950
Long-term debt, less current portion of long-term debt		1,494,151			1,236,974			1,291,846
Total liabilities		3,430,733			3,146,382			3,257,264
Shareholder’s equity		237,353			506,880			407,686

Other Financial and Operating Data

	Six Months Ended						Fiscal Years Ended
	June 29, 2024			July 1, 2023			December 30, 2023			December 31, 2022			January 1, 2022
Early childhood education centers		1,568			1,549			1,557			1,553			1,500
Before- and after-school sites		855			730			948			788			641
Total centers and sites(3)		2,423			2,279			2,505			2,341			2,141
Average weekly ECE FTEs(4)		148,148			148,661			144,707			135,455			121,173
ECE same-center occupancy(5)		71.0	%		72.5	%		68.9	%		68.7	%		62.5	%
ECE same-center revenue(5) (dollars in thousands)	$	1,230,813		$	1,109,144		$	2,322,479		$	2,003,697		$	1,702,844
Adjusted EBITDA(6) (dollars in thousands)	$	160,791		$	146,459		$	266,382		$	208,225		$	161,448
Adjusted net income (loss)(6) (dollars in thousands)	$	23,088		$	18,106		$	14,773		$	21,877		$	(6,341	)

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(1) Basic and diluted pro forma as adjusted net income (loss) per share, and the basic and diluted weighted-average shares used in computing pro forma net income per share, give effect to (i) the Reorganization, (ii) the issuance and sale of 24,000,000 shares of our common stock in this offering at an assumed initial public offering price of $25.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, (iii) the application of the net proceeds from this offering as described in “Use of Proceeds” and (iv) all cash-settled stock options and RSUs becoming share-settled and reclassified as equity as described in “Notes to Condensed Consolidated Interim Financial Statements (Unaudited)-Note 17. Subsequent Events.”

The table below provides a summary of the weighted-average shares used in computing pro forma net income per share attributable to common stockholders for the period presented:

	Six Months Ended June 29, 2024		Fiscal Year Ended December 30, 2023
	(shares in thousands)
Weighted average shares outstanding—pro forma(i)		90,366		90,366
Common stock sold by us in this offering		24,000		24,000
Weighted-average shares outstanding—pro forma as adjusted(i)(ii)—Basic		114,366		114,366
Effect of dilutive securities(i)(ii)(iii)		181		150
Weighted-average shares outstanding—pro forma as adjusted(i)(ii)(iii)—Diluted		114,547		114,516

(i) Gives effect to the Reorganization as described in “—The Reorganization and Our Organizational Structure.”

(ii) Gives effect to the issuance and sale by us of 24,000,000 shares of our common stock in this offering and the reclassification of all cash-settled stock options and RSUs to become share-settled as described in “Notes to Condensed Consolidated Interim Financial Statements (Unaudited)-Note 17. Subsequent Events.”

(iii) There were 1.5 million shares of common stock from outstanding stock options for the fiscal year ended December 31, 2023 and 1.5 million shares of common stock from outstanding stock options for the six months ended June 29, 2024 that were excluded from the calculation of pro forma as adjusted diluted net income per share as their effect was anti-dilutive.

	June 29, 2024
	(in thousands)
	Actual			Pro Forma(A)			Pro Forma as Adjusted(B)
Consolidated Balance Sheet Data
Cash and cash equivalents	$	95,709		$	95,709		$	95,709
Working capital(C)		(191,948	)		(191,948	)		(174,451	)
Total assets		3,668,086			3,668,086			3,668,086
Long-term debt, including current portion(D)		1,578,754			1,578,754			1,030,361
Total liabilities		3,430,733			3,430,733			2,887,888
Retained earnings		149,885			30,634			7,334
Total stockholders’ equity(E)		237,353			237,353			780,198

(A) The pro forma column gives effect to the Reorganization.

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(B) The pro forma as adjusted column gives effect to (i) the pro forma adjustment described in note (A), (ii) the issuance and sale by us of 24,000,000 shares of our common stock in this offering at an assumed initial public offering price of $25.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us and (iii) the application of the net proceeds from this offering as described in “Use of Proceeds” and (iv) all cash-settled stock options and RSUs becoming share-settled and reclassified as equity. Each $1.00 increase (decrease) in the assumed initial public offering price of $25.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of total stockholders’ equity, as well as decrease (increase) the amount of long-term debt and total liabilities, in each case by $22.6 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares offered by us at an assumed initial public offering price of $25.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, would increase (decrease) the pro forma as adjusted amount of total stockholders’ equity, as well as decrease (increase) the amount of long-term debt and total liabilities, in each case by $23.6 million. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

(C) We define working capital as current assets less current liabilities.

(D) Excludes $68,776, $68,776, and $45,477 respectively in debt issuance costs.

(E) On January 2, 2022, the Company converted from a Delaware limited liability company to a Delaware corporation and, as a result, the membership interests were reduced to zero to reflect the elimination of all outstanding interests in KC Holdco, LLC and corresponding adjustments were reflected as common stock, additional paid-in capital and total stockholders’ equity, which results in no change to Total stockholders’ equity.

(2) We define working capital as current assets less current liabilities.

(3) We define number of centers and sites as the number of centers and sites at the beginning of the period plus openings and acquisitions, minus any permanent closures for the period. A permanently closed center is a center that has ceased operations as of the end of the reporting period and management does not intend on reopening the center.

(4) We define average weekly ECE FTEs as a measure of the number of full-time children enrolled and charged tuition weekly in our centers. We calculate average weekly ECE FTEs based on weighted averages, for example, an enrolled full-time child equates to one average weekly ECE FTE, while a child enrolled for three full days equates to 0.6 average weekly ECE FTE.

(5) We define ECE same-center occupancy as a measure of the utilization of center capacity for centers that have been operated by us for at least 12 months as of the period end date and excludes any closed centers. We calculate ECE same-center occupancy as the average weekly ECE same-center full-time enrollment divided by the total of the ECE same-centers’ capacity during the period.

We define ECE same-center revenue as revenues earned from centers that have been operated by us for at least 12 months as of the period end date and is a measure used by management to attribute a portion of our revenue to mature centers as compared to new or recently acquired centers.

(6) Adjusted EBITDA and Adjusted net income (loss) are non-GAAP financial measures. EBIT is defined as net income adjusted for interest and income tax expense (benefit). EBITDA is defined as EBIT adjusted for depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for impairment losses, equity-based compensation, management and advisory fee expenses, acquisition related costs, non-recurring distribution and bonus expense, COVID-19 Related Stimulus, net, and other costs because these charges do not relate to the core operations of our business. Adjusted net income (loss) is defined as net income adjusted for income tax expense (benefit), amortization of intangible assets, impairment losses, equity-based

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compensation, management and advisory fee expenses, acquisition related costs, non-recurring distribution and bonus expense, COVID-19 Related Stimulus, net, other costs, and non-GAAP income tax expense (benefit) because these charges do not relate to the core operations of our business. For further information, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

We present EBIT, EBITDA, Adjusted EBITDA and Adjusted net income (loss) because we consider them to be important supplemental measures of our performance and believe they are useful to securities analysts, investors and other interested parties. Specifically, Adjusted EBITDA and Adjusted net income (loss) allow for an assessment of our operating performance without the effect of charges that do not relate to the core operations of our business. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in our presentation of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

There can be no assurance that we will not modify the presentation of Adjusted EBITDA following this offering, and any such modification may be material. In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

We also use Adjusted EBITDA in connection with establishing discretionary annual incentive compensation; to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies; to make budgeting decisions; to compare our performance against that of other peer companies using similar measures; and because our Credit Facilities use measures similar to Adjusted EBITDA to measure our compliance with certain covenants. 

EBIT, EBITDA, Adjusted EBITDA and Adjusted net income (loss) have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• they do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on indebtedness;

• they do not reflect income tax expense or the cash requirements for income tax liabilities;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will have to be replaced in the future, and EBIT, EBITDA, Adjusted EBITDA and Adjusted net income (loss) do not reflect cash requirements for such replacements;

• they do not reflect our cash used for capital expenditures or contractual commitments;

• they do not reflect changes in or cash requirements for working capital; and other companies, including other companies in our industry, may calculate these measures differently than we do, limiting their usefulness as comparative measures.

The following table shows EBIT, EBITDA and Adjusted EBITDA for the periods presented, and the reconciliation to its most comparable GAAP measure, net income, for the periods presented:

	Six Months Ended						Fiscal Years Ended
	June 29, 2024			July 1, 2023			December 30, 2023			December 31, 2022			January 1, 2022
	(in thousands)
Net income	$	26,784		$	71,695		$	102,558		$	219,169		$	88,409
Add back:
Interest expense		80,347			75,914			152,893			101,471			96,578
Interest income		(3,860	)		(2,538	)		(6,139	)		(2,971	)		(14	)
Income tax expense		14,718			25,273			27,367			68,584			28,058
EBIT	$	117,989		$	170,344		$	276,679		$	386,253		$	213,031

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	Six Months Ended						Fiscal Years Ended
	June 29, 2024			July 1, 2023			December 30, 2023			December 31, 2022			January 1, 2022
	(in thousands)
Add back:
Depreciation and amortization		57,752			53,513			109,045			88,507			82,313
EBITDA	$	175,741		$	223,857		$	385,724		$	474,760		$	295,344
Add back:
Impairment losses(1)		5,883			5,305			13,560			15,434			7,302
Equity-based compensation(2)		1,308			778			1,821			7,584			909
Management and advisory fee expenses(3)		2,432			2,432			4,865			4,865			4,865
Acquisition related costs(4)		16			1,095			1,182			3,296			—
Non-recurring distribution and bonus expense(5)		19,287			—			—			—			—
COVID-19 Related Stimulus, net(6)		(50,775	)		(94,697	)		(150,642	)		(300,382	)		(165,448	)
Other costs(7)		6,899			7,689			9,872			2,668			18,476
Adjusted EBITDA	$	160,791		$	146,459		$	266,382		$	208,225		$	161,448

The following table shows Adjusted net income (loss) for the periods presented and the reconciliation to its most comparable GAAP measure, net income, for the periods presented:

	Six Months Ended						Fiscal Years Ended
	June 29, 2024			July 1, 2023			December 30, 2023			December 31, 2022			January 1, 2022
Net income	$	26,784		$	71,695		$	102,558		$	219,169		$	88,409
Income tax expense		14,718			25,273			27,367			68,584			28,058
Net income before income tax	$	41,502		$	96,968		$	129,925		$	287,753		$	116,467
Add back:
Amortization of intangible assets		4,568			4,835			9,329			8,400			8,751
Impairment losses(1)		5,883			5,305			13,560			15,434			7,302
Equity-based compensation(2)		1,308			778			1,821			7,584			909
Management and advisory fee expenses(3)		2,432			2,432			4,865			4,865			4,865
Acquisition related costs(4)		16			1,095			1,182			3,296			—
Non-recurring distribution and bonus expense(5)		19,287			—			—			—			—
COVID-19 Related Stimulus, net(6)		(50,775	)		(94,697	)		(150,642	)		(300,382	)		(165,448	)
Other costs(7)		6,899			7,689			9,872			2,668			18,476
Adjusted income (loss) before income tax		31,120			24,405			19,912			29,618			(8,678	)
Adjusted income tax expense (benefit)(8)		8,032			6,299			5,139			7,741			(2,337	)
Adjusted net income (loss)	$	23,088		$	18,106		$	14,773		$	21,877		$	(6,341	)

(1) Impairment losses represent impairment charges for long-lived assets as a result of center closures and reduced operating performance at certain centers due to the impact of changing demographics in certain locations in which we operate and current macroeconomic conditions on our overall operations. Additionally, fiscal 2022 includes $2.8 million in impairment losses related to exiting our previous corporate headquarters and relocating to a new, smaller footprint, office space as we transitioned to a hybrid working model.

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(2) Represents non-cash equity-based compensation expense in accordance with Accounting Standards Codification Topic 718, Compensation: Stock Compensation.

(3) Represents amounts incurred for management and advisory fees with related parties in connection with the Services Agreement, which will be terminated upon completion of this offering. See “Certain Relationships and Related Party Transactions—Services Agreement.”

(4) Represents costs incurred in connection with planned and completed acquisitions, including due diligence, transaction, integration and severance related costs. During the periods presented, these costs were incurred related to the acquisition of Crème School.

(5) During March 2024, the Company recognized a $14.3 million one-time expense related to an advance distribution to Class B profit interest units (“PIUs”) recipients, including certain employees, officers, managers, directors, and other providers of services to KC Parent and its subsidiaries (collectively, “PIU Recipients”). In connection with this distribution, the Company recognized a $5.0 million one-time bonus expense for RSU and stock option Participants to account for the change in value associated with the PIU distribution. We do not routinely make distributions to PIU Recipients in advance of a liquidity event or pay bonuses to RSU or stock option Participants outside of normal vesting and we do not expect to do so in the future.

(6) COVID-19 Related Stimulus, net includes expense reimbursements and revenue arising from the COVID-19 pandemic, net of pass-through expenses incurred as a result of certain grant requirements. We recognized $39.0 million and $108.3 million during the six months ended June 29, 2024 and July 1, 2023, and $181.9 million, $316.5 million, and $160.8 million during fiscal 2023, fiscal 2022, and fiscal 2021, respectively, in funding for reimbursement of center operating expenses in cost of services (excluding depreciation and impairment), as well as $0.1 million and $1.6 million during the six months ended June 29, 2024 and July 1, 2023, and $3.0 million, $2.0 million and $6.2 million during fiscal 2023, fiscal 2022, and fiscal 2021, respectively, in revenue arising from COVID-19 Related Stimulus. Additionally, during the six months ended June 29, 2024, we recognized $23.4 million of ERC offsetting cost of services (excluding depreciation and impairment) as well as $2.6 million in professional fees in selling, general, and administrative expenses as a result of calculating and filing for ERC. During fiscal 2022, we recognized $5.6 million in funding for reimbursement of personnel costs to support center and site operations in selling, general, and administrative expenses. COVID-19 Related Stimulus is net of pass-through expenses incurred as stipulated within certain grants of $9.2 million and $15.2 million during the six months ended June 29, 2024 and July 1, 2023, and $34.3 million, $23.7 million and $1.6 million during fiscal 2023, fiscal 2022, and fiscal 2021, respectively.

(7) Other costs include certain professional fees incurred for both contemplated and completed debt and equity transactions, as well as costs expensed in connection with prior contemplated offerings. For the six months ended June 29, 2024, other costs includes $2.9 million in transaction costs associated with our incremental first lien term loan and repricing on our Senior Secured Credit Facilities and $1.4 million in costs related to this offering. For the six months ended July 1, 2023, other costs includes $6.3 million in transaction costs associated with the 2023 Refinancing. For fiscal 2023, other costs include $6.3 million in transaction costs associated with the 2023 Refinancing and a $2.9 million loss on a sale and leaseback transaction. For fiscal 2022 and 2021, other costs include $2.7 million and $18.5 million, respectively, in costs related to our prior contemplated offering. These costs represent items management believes are not indicative of core operating performance.

(8) Income tax adjustments include the tax effect of the non-GAAP adjustments, calculated using the appropriate statutory tax rate for each adjustment. The non-GAAP tax rate was 25.8% for both the six months ended June 29, 2024 and July 1, 2023. The non-GAAP tax rates were 25.8%, 26.1%, and 26.9% for fiscal 2023, fiscal 2022, and fiscal 2021, respectively. Our statutory rate is re-evaluated at least annually.

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RISK FACTORS

You should carefully consider the risks described below, together with all of the other information included in this prospectus, including our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks or uncertainties. In that case, the trading price of shares of our common stock could decline, and you may lose all or part of your investment.

Risks Related to our Business

Changes in the demand for child care and workplace solutions, which may be negatively affected by demographic trends and economic conditions, including unemployment rates, may materially and adversely affect our business, financial condition and results of operations.

Most of our families are dual-income families or working single parents who require ECE, and we are dependent on this demographic segment to maintain and grow center revenues. As a result, changes in demographic trends, including the number of dual-income or working single parent families in the workforce, inflation, personal disposable income and birth rates may impact the demand for our services. In addition, our strategy also depends on employers recognizing the value in providing employees with child care, workforce education and other workplace solutions as an employee benefit. The number of employers that view such services as cost effective or beneficial to their workforces may not continue to grow at the levels we anticipate or may diminish. Further, a deterioration of general economic conditions, including recessions or rising unemployment, may adversely impact the demand for our services due to the tendency of out-of-work parents to diminish or discontinue utilization of our services. Such changes could materially and adversely affect our business, financial condition and results of operations.

Demand may be adversely affected by general economic conditions, changes in workforce demographics and work-place environments, and global crises, such as pandemic or epidemic disease outbreaks. Uncertainty or a deterioration in economic conditions could also lead to reduced demand for our services. In addition, a reduction in the size of an employer’s workforce could negatively impact the demand for our services and result in reduced enrollment or failure of our employer clients to renew their contracts. A deterioration of general economic conditions or changes in workforce demographics may adversely impact the need for our services because out-of-work parents may decrease or discontinue the use of child care services, or be unwilling to pay tuition for high-quality services. Additionally, we may not be able to increase the price for our services at a rate consistent with increases in our operating costs. If demand for our services were to decrease, it could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.

Our business depends largely on our ability to hire and retain qualified teachers and maintain strong employee engagement.

The provision of child care services is personnel-intensive. Our business depends on our ability to attract, train and retain the appropriate mix of qualified employees and on effectively implementing and maintaining strong employee engagement, cultivating an atmosphere of trust, and effectively communicating the value proposition of working for us. The child care industry traditionally has experienced high turnover rates. In addition, state laws require our teachers and other staff members to meet certain educational and other minimum requirements, and we often require that teachers and staff at our centers and sites have additional qualifications. We are also required by state laws to maintain certain prescribed minimum adult-to-child ratios. If we are unable to hire and retain qualified teachers at a center or site, we could be required to reduce enrollment or be prevented from accepting additional enrollment in order to comply with such mandated ratios. In certain markets, we may experience difficulty in attracting, hiring and retaining qualified teachers due to tight labor pools, health concerns and changes in the work environment, which may require us to offer increased salaries, enhanced benefits and institute initiatives to maintain strong employee engagement that could result in increased costs. In addition, our business may be disproportionately impacted compared to other companies that are less dependent upon the

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in-person provision of services if a significant percentage of our workforce is unable to work because of, among other things, illness, quarantine, government restrictions, or difficulty maintaining or retaining staff. Difficulties in attracting, hiring and retaining qualified personnel may also affect our ability to meet growth objectives in certain geographies and to take advantage of additional enrollment opportunities at our child care and early education centers and our sites in these markets, which could negatively impact our business, financial condition and results of operations.

From time to time we may be subject to employee organizing efforts. If some of our employees attempt to unionize, the terms of any collective bargaining agreement may be significantly different from our current compensation arrangements and working conditions. Additionally, responding to such organization attempts could distract our management from performing their various business and operation functions and result in legal or other professional fees. Labor union representation of a material number of our employees could impact our business, financial condition or results of operations as a result of additional labor costs, payroll and benefit expenses, new rules and practices or work stoppages.

A permanent shift in workforce demographics and office environments may result in decreased demand for center-based or site-based child care and have a materially adverse effect on our business, financial condition and results of operations.

During the COVID-19 pandemic, a substantial portion of the workforce, including parents of children we serve at our centers and sites, transitioned from working in traditional office environments to working in “virtual” or “home” offices. While we expect that many employees have and will continue to return to the office, both full-time and through “hybrid” working arrangements, some employers may maintain a remote or work-from-home presence or may permanently move all or a portion of their workforce to work remotely. While working parents continue to need child care regardless of their work location, there are no assurances that parents who work from home will continue to use our centers or sites, or will not require other part-time child care arrangements that accommodate different working arrangements. A shift in workplace demographics where employees work from home on a part- or full-time basis, or a sustained decrease in the number of women or dual-career households in the workforce, may reduce demand for center-based or site-based child care or specific center or site locations as well as other service offerings. We may be unable to successfully meet changed client and parent demands and needs, which may have a material adverse effect on our business, financial condition and results of operations.

We depend on key management and key employees to manage our business.

Our success depends on the efforts, abilities and continued services of our executive officers and other key employees. We believe future success will depend upon our ability to continue to attract, motivate and retain highly-skilled managerial, sales and marketing, regional and child care and early education center and site director personnel. We may experience difficulty in attracting, hiring and retaining corporate staff and key employees due to the current labor market. Difficulties in hiring and retaining key personnel may affect our ability to meet growth objectives and such market pressures may require us to enhance compensation and benefits, which may increase costs. Failure to retain our leadership team and attract and retain other important personnel could lead to disruptions in management and operations, which could materially and adversely affect our business, financial condition and results of operations.

Because our success depends substantially on the value of our brands and reputation as a provider of choice, adverse publicity could impact the demand for our services.

Our reputation and brand are critical to our business. Adverse publicity concerning reported incidents or allegations of inappropriate, illegal or harmful acts to a child at any child care center or site, or through a third-party provider, whether or not directly related to or involving us, could result in decreased enrollment at our child care centers or sites, the termination of existing corporate relationships, our inability to attract new corporate relationships or increased insurance costs, all of which could adversely affect our operations. Brand value and

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our reputation can be severely damaged even by isolated incidents, particularly if the incidents receive considerable negative publicity or result in substantial litigation. These incidents may arise from events that are beyond our ability to control, such as instances of abuse or actions taken (or not taken) by one or more center or site managers or teachers relating to the health, safety or welfare of children in our care. In addition, from time to time, clients and others make claims and take legal action against us. Whether or not claims have merit, they may adversely affect our reputation and the demand for our services. Such demand could also diminish significantly if any such incidents or other matters erode general confidence in us or our services, which would likely result in lower revenues and could materially and adversely affect our business, financial condition and results of operations. Any reputational damage could have a material adverse effect on our brand value and our business, which, in turn, could have a material adverse effect on our business, financial condition and results of operations.

Significant competition in our industry could adversely affect our results of operations.

We compete for enrollment in our early education centers and sites in a highly-fragmented market, including residential-based child care operated out of the caregiver’s home and other center-based child care that may include work-site child care centers, full- and part-time child care centers and preschools, private and public elementary schools and church-affiliated, government-subsidized and other not-for-profit providers and schools. In addition, alternatives to organized child care, such as relatives and nannies caring for children, can represent lower cost options to our services. We are often at a price disadvantage with alternative providers, who operate with little or no rental expense, little or no curriculum expense and who may not be compelled to comply with the same health, safety, insurance and operational regulations. We believe that our ability to compete successfully depends on a number of factors, including qualifications of teachers, quality of care, quality of curriculum, center accreditation, site convenience and tuition pricing. Our inability to remain competitive could cause decreased enrollment, reduced tuition revenues and/or increased expenses relative to net revenue, which may have an adverse effect on our business, financial condition and results of operations.

Our continued profitability depends on our ability to offset our increased costs, such as labor and related costs, through increases in tuition rates.

Hiring and retaining key employees and qualified personnel, including teachers, is critical to our business. Labor costs constitute our largest expense. Because we are primarily a service business, inflationary factors and regulatory changes that contribute to wage and benefits cost increases result in significant increases in the costs of running our business.

Additionally from time to time, legislative proposals are made or discussed to increase the federal minimum wage in the United States as well as the minimum wage in a number of states and municipalities. We expect to pay employees at rates above the minimum wage, and increases in the statutory minimum wage rates could result in a corresponding increase in the wages and benefits we pay to our employees. Additionally, legislative proposals are also made or discussed to raise the federal minimum wage and reform entitlement programs, such as health insurance and paid leave programs. If any of these proposals are successful resulting in an increase in the federal minimum wage or entitlement programs, such an increase could result in an increase in the wages and benefits we pay. Additionally, competition for teachers in certain markets and costs of retraining teachers could result in significant increases in the cost of running our business. Our success depends on our ability to continue to pass along these costs to our families and to meet our changing labor needs while controlling costs. In the event that we cannot increase the price for our services to cover these higher wage and benefit costs without reducing family demand for our services, our margins could be adversely affected, which could have a material adverse effect on our business, financial condition and results of operations as well as our growth.

Our ability to find affordable real estate and renew existing leases on terms acceptable to us may affect our operating results.

Our ability to effectively obtain real estate leases to open new centers depends on the availability of and our ability to identify cost-effective properties that meets our criteria for site convenience, demographics, square

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footage, lease economics, licensing regulations and other factors. We also must be able to cost-effectively negotiate or renew our existing center leases at attractive rental rates. For example, in 2015 we entered into a master lease agreement with KCP RE LLC, a former affiliate, with respect to approximately 500 of our centers across the United States, for which KCP RE LLC serves as the lessor. This master lease expires in 2033 and is extendable at our option for two five-year periods. A termination of the master lease agreement, changes in the lease economics or other modifications to the lease could cause material disruption to our business, including, among other things, a significant increase in rental costs and/or closures of centers. Additionally, if we cannot renew leases for an appropriate term, it may affect enrollment should parents become concerned with the length of time a center will remain open in a particular location. In certain markets, we may also seek to downsize, consolidate, reposition or close some of our locations, which in some cases requires a modification to an existing center lease. Failure to secure adequate new locations or successfully modify existing leases, or failure to effectively manage rent cost, could have a material adverse effect on our business, financial condition and results of operations.

Changes in our relationships with employer sponsors or failure to anticipate and respond to changing client (parents or client employees) preferences and expectations or develop new customer-oriented services may affect our operating results.

Our contracts with employers for full-service center-based and site-based child care generally have terms of 10 to 15 years, though some have terms as long as 30 years, with varying terms and renewal and termination options. We have a history of consistent contract renewals, but we may not experience similar renewal rates in the future. Employer sponsors have historically reduced their expenditures for benefits related to family services during economic downturns. The termination or non-renewal of a significant number of contracts or the termination of a multiple-site or multiple-service client relationship could have a material adverse effect on our business, financial condition, results of operations or cash flows. Additionally, our continued success depends on our ability to convert and retain new and existing clients and our ability to develop new consumer-oriented strategies or services to accommodate changing client, children or parent expectations and preferences around service delivery. Our future success depends on our ability to continue to meet the evolving needs and expectations of our clients, including enhancing our existing services. Obsolete processes and/or skill gaps could impede our ability to meet new or changing customer demand. Failure to meet these needs may result in client loss and reduced demand and could have a material impact on our business, financial condition and results of operations.

Our operating results are subject to seasonal fluctuations.

Our revenue and results of operations fluctuate with the seasonal demand for child care and the other services we provide. Revenue in our child care centers and sites typically declines during the third quarter due to decreased enrollments over the summer months. We may be unable to adjust our expenses on a short-term basis to minimize the effect of these fluctuations in revenue. Our quarterly results of operations may also fluctuate based upon the number and timing of child care center and site openings and/or closings, the timing of new client service launches, acquisitions, the performance of new and existing child care and early education centers and sites, the contractual arrangements under which child care centers and sites are operated, the change in the mix of such contractual arrangements, competitive factors and general economic conditions. The inability of existing child care centers or sites to maintain their current enrollment levels and profitability, and the failure of newly opened child care centers or sites to contribute to profitability could result in additional fluctuations in our future operating results on a quarterly or annual basis.

Governmental universal child care benefit programs could reduce the demand for our services.

Federal, state or local child care and early education benefit programs relying primarily on subsidies in the form of tuition assistance or tax credits could provide us with opportunities for expansion in new or existing markets. However, a federal, state or local universal benefit such as preschool, if offered primarily or exclusively through public schools or nonprofit entities, could reduce the demand for services at our existing centers or sites and

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negatively impact the financial and operational model for our remaining programs. Some states and smaller political subdivisions already offer preschool through programs in which we may or may not participate. If these programs were to significantly expand or our participation is reduced, it could have an adverse effect on our business, financial condition or results of operations. Federal, state and local governments have proposed publicly funded universal child care, which could allow private, for-profit entities to be eligible for participation, but do not necessarily mandate such participation. It is unclear how previously proposed legislation or future proposals will progress in the current political and fiscal climate, or how states would implement such programs. Public programs have the ability to either expand or shrink our ability to serve additional children. The amount of public funding, the rates paid for early education programs, our eligibility to be a provider and the terms and conditions of the programs can have either a positive or negative effect on our business, financial condition and results of operations.

Our revenue and profitability may be affected if there are changes in the spending policies or budget priorities for government funding of child care and education.

A portion of our revenue and reimbursement of certain center operating expenses are derived from various federal, state and local government programs, including COVID-19 Related Stimulus that we expect to expire by the end of fiscal 2024. For example, some of the government programs provide funding for full or partial subsidies of tuition at our centers, provide meals through a food program for low-income families and universal pre-K programs that provide for free pre-kindergarten programs for children ages three and four. When the federal government funds such programs, it directs funds to state and local governments for specified purposes, which purposes may include the programs listed above. When the federal government directs funds to state and local governments, the appropriations processes are often slow and can be unpredictable. Some programs, such as the food program, also require our centers to maintain eligibility in order to receive such funding and may also provide that losing eligibility for the program in one state could also result in losing eligibility in states across the country. Factors such as budget cuts, curtailments, delays, changes in leadership, shifts in priorities, changes in eligibility or general reductions in funding could reduce or delay the funding for government programs.

Our business may be adversely affected by changes in government programs, resulting from changes in legislation, both at the federal and state levels, changes in the state procurement process, changes in government leadership, emergence of other priorities and changes in the condition of the local, state or U.S. economy. Moreover, future reductions in government funding and the state and local tax bases could create an unfavorable environment, leading to budget shortfalls resulting in a decrease in funding for the relevant government programs. Any decreased funding may harm our recurring and new business materially if our clients are not able to find and obtain alternative sources of funding.

Public health crises and outbreaks of widespread health pandemics or epidemics have in the past and may in the future adversely impact our business, financial condition and results of operations.

Our operations expose us to risks associated with public health crises and outbreaks of pandemics, epidemics or contagious diseases. For example, the COVID-19 pandemic and the recovery therefrom disrupted our operations and impacted our business. Another future health crisis could have a serious adverse impact on the economy and on our business as the COVID-19 pandemic and associated containment efforts did. Potential adverse impacts to our business, financial condition and results of operations that could result from a health crisis, such as the COVID-19 pandemic, include, but are not limited to:

• significant changes in the conditions of the markets we operate in may limit our ability to provide our services, especially center-based child care and center-based backup child care, and may result in center closures;

• periodic classroom closures due to potential exposure, which may impact our reputation or impact parent or client confidence resulting in reduced demand or the adoption of alternative child care options;

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• reduced or shifting demand for our services due to adverse and uncertain economic and demographic conditions, including as a result of families or clients that have been adversely impacted, and/or increased unemployment, long-term shift to an at-home workforce and general effects of a broad-based economic recession;

• incremental costs associated with mitigating the effects of a health crisis and additional procedures and protocols required to maintain health and safety at our centers and sites; and

• legal actions or proceedings related to the health crisis.

These factors could place limitations on our ability to operate effectively and could have a material adverse effect on our business, financial condition and results of operations. In addition, the recovery from a health crisis may be slow and continue to impact our business. For example, we experienced lingering impacts from the COVID-19 pandemic in the months that followed after the public state of emergency ended on May 11, 2023. For example, we experienced increased costs related to labor resulting from a constricted labor market and wage inflation driven, in part, by the effects of the COVID-19 pandemic. These increased costs, however, did not materially adversely affect our business and operations in fiscal 2023. The full impact on our business from a public health crisis, such as the COVID-19 pandemic, is difficult to predict and depends on numerous factors including the duration and extent of the crisis, the extent of imposed or recommended containment and mitigation measures, and the general economic consequences of such crisis.

Our business, financial condition and results of operations may be materially and adversely affected by various litigation and regulatory proceedings.

We are subject to litigation and regulatory proceedings in the normal course of business and could become subject to additional claims in the future. These proceedings have included, and in the future may include, matters involving personnel and employment issues, workers’ compensation, personal and property injury, disputes relating to acquisitions, governmental investigations and other proceedings and allegations of inappropriate, illegal or harmful acts to children at our child care centers or sites or through a third-party provider. We are, have also from time to time been, and in the future may be, subject to claims and matters alleging negligence, inadequate supervision, illegal, inappropriate, abusive or neglectful behavior, health and safety, or other grounds for liability arising from injuries or other harm to the people we serve, primarily children. From time to time, federal, state and local legislations also lengthen statutes of limitation, potentially exposing us to proceedings for longer periods of time. Some historical and current legal proceedings and future legal proceedings may purport to be brought as class actions on behalf of similarly situated parties including with respect to employment-related matters. We cannot be certain of the ultimate outcomes of any such claims, and resolution of these types of matters against us may result in center closures, license suspensions, significant fines, judgments or settlements, which could materially and adversely affect our business, financial condition and results of operations, particularly if the fines, judgments and settlements are uninsured or exceed insured levels. Any such proceeding could damage our reputation, force us to incur significant expenses in defense of such proceeding or action, distract our management, increase our costs of doing business or result in the imposition of financial liability.

We have identified a material weakness in our internal control over financial reporting and if our remediation of the material weakness is not effective, or if we fail to design and maintain an effective internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.

In connection with the preparation of our consolidated financial statements included elsewhere in this prospectus, we identified a material weakness in our internal control over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness we identified relates to the lack of effectively

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designed and maintained IT general controls for information systems that are relevant to the preparation of our consolidated financial statements. Specifically, we did not design and maintain: (i) program change management controls to ensure that program and data changes are identified, tested, authorized and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel; and (iii) computer operations controls to ensure that processing and transfer of data, and data backups and recovery are monitored.

This material weakness did not result in a misstatement to the consolidated financial statements, however, it could result in misstatements potentially impacting the annual or interim financial statements that would result in a material misstatement to the financial statements that would not be prevented or detected.

We are in the process of designing and implementing controls and taking other actions to remediate the material weakness described above. The material weakness will not be considered remediated until we complete the design and implementation of controls, the controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are effective.

Furthermore, we cannot assure you that the measures we have taken to date, and actions we may take in the future, will be sufficient to remediate the control deficiencies that led to the material weakness in our internal control over financial reporting or that they will prevent or avoid potential future material weaknesses. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, deficiencies in our internal control over financial reporting may be discovered in the future. Any failure to design or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our annual or interim financial statements.

Neither our management nor our independent registered public accounting firm has performed an evaluation of our internal control over financial reporting in accordance with the SEC rules because no such evaluation has been required. Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the filing of our second Annual Report on Form 10-K following this offering. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to design, implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that are filed with the SEC. Ineffective internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the New York Stock Exchange.

Risks Related to our Capital Structure, Indebtedness and Capital Requirements

We may face risks related to our indebtedness.

Our indebtedness and lease obligations could adversely affect our ability to raise additional capital to fund our operations, limit our flexibility in operating our business, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under the debt instruments. We had $1.5 billion in debt outstanding as of June 29, 2024. As of June 29, 2024, we also had $104.2 million available for borrowing collectively under our Credit Facilities, after giving effect to outstanding letters of credit of $55.8 million. We intend to use the proceeds of this offering to repay certain indebtedness. On a pro forma as adjusted basis giving effect to the application of proceeds of this offering, based upon the midpoint of the price range set forth on the cover page of this prospectus, we expect to have $1,030.4 million of indebtedness outstanding as of June 29, 2024. As a result, an increase in interest rates could result in a substantial increase in interest expense. In fiscal 2023, our total interest expense was $152.9 million and for the six months ended June 29, 2024, our total interest expense was $80.3 million.

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Our indebtedness and lease obligations could have important consequences to us, including:

• limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions, investments and general corporate or other purposes;

• limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors that are less leveraged;

• increasing our vulnerability to general economic and industry conditions;

• exposing us to the risk of increased interest rates as some of the borrowings under our Credit Facilities are at variable rates of interest;

• requiring a portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities; and

• making it more difficult for us to satisfy our obligations with respect to our debt, and any failure to comply with the obligations under our debt instruments, including restrictive covenants, could result in an event of default under the agreements governing our indebtedness.

The occurrence of any one of these events could have an adverse effect on our business, financial condition, results of operations and ability to satisfy our obligations under our indebtedness. In addition, we may incur additional indebtedness in the future, subject to the terms of our Credit Facilities, which could magnify the risks that we currently face.

The terms of our Credit Facilities impose operating and financial restrictions on us that may impair our ability to respond to changing barriers and economic conditions.

The agreements governing our Credit Facilities contain a number of restrictive covenants imposing significant operating and financial restrictions on us, including restrictions that may limit our ability to:

• pay dividends on, repurchase, or make distributions in respect of our capital stock or make other restricted payments;

• incur additional indebtedness or issue certain disqualified stock and preferred stock;

• create liens;

• make investments, loans and advances;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

• enter into certain transactions with our affiliates;

• prepay certain junior indebtedness;

• make certain changes to our lines of business; and

• designate our subsidiaries as unrestricted subsidiaries.

A breach of any of these covenants could result in an event of default under our Credit Facilities and/or other agreements containing cross-default provisions, which could result in our lenders accelerating our debt by declaring amounts outstanding under our debt instruments, including accrued interest, to be immediately due and payable. If we are unable to pay those amounts, the lenders under our Credit Facilities could proceed against the collateral granted to them to the extent such collateral secures such indebtedness. We may not be able to generate sufficient cash to service our indebtedness or satisfy our obligations upon an event of default, and may not be able to refinance any of our indebtedness on commercially reasonable terms or at all.

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We may require additional capital to meet our financial obligations and support business growth, and this capital may not be available on acceptable terms or at all.

Based on our current plans and market conditions, we believe that cash flows generated from our operations and borrowing capacity under our Credit Facilities will be sufficient to satisfy our anticipated cash requirements in the ordinary course of business for the foreseeable future. However, we intend to continue to make significant investments to support our business growth and may require additional funds to respond to business challenges. Accordingly, we may need to engage in equity or debt financings in addition to our Credit Facilities to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing we secure in the future could include restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be harmed.

The growth of our business may be adversely affected if we do not implement our growth strategies and initiatives successfully or if we are unable to manage our growth or operations effectively.

We have expanded and are continuing to expand our operations, suite of services and client relationships, which has placed, and will continue to place, significant demands on our management and our operational, IT and financial infrastructure. Additionally, our ability to grow in the future will depend upon a number of factors, including the ability to develop and expand new and existing client relationships, to continue to provide and expand the high-quality services we offer, to hire and train qualified personnel, to expand and grow in existing and future markets, to develop and operationalize new service offerings, and to sustain our operations, growth and efficiencies. Achieving and sustaining growth requires the successful execution of our growth strategies, which may require the implementation of enhancements to client-facing, operational and financial systems, expanded sales and marketing capacity, continuous updates to technology and improvements to processes and systems, and additional or new organizational resources. Given these challenges, we may be unable to manage our expanding operations effectively, or to maintain our growth, which could have a material adverse effect on our business, financial condition or results of operations.

Acquisitions present many risks and may disrupt our operations. We also may not realize the financial and strategic goals that were contemplated at the time of the transaction.

Acquisitions are an important part of our growth strategy and we have made, and intend to continue to make, acquisitions to add centers or sites, clients or expand into new markets, which may potentially include markets outside of the United States. We may also consider new service offerings and complementary companies, products or technologies, and from time to time may enter into other strategic transactions, such as investments and joint ventures. Acquisitions involve numerous risks, including potential difficulties in the integration of acquired operations, such as bringing new centers or sites through the re-licensing or accreditation processes, becoming subject to additional regulatory requirements, successfully implementing our curriculum programs, integration of systems and technology, diversion of management’s attention and resources in connection with an acquisition and its integration, loss of key employees or key service contract arrangements of the acquired operations, and failure of acquired operations to effectively and timely adopt our internal control processes and other policies. Additionally, the acquisition of new service offerings or emerging services may present operational and integration challenges, particularly with respect to companies that have significant or complex operations or that provide services where we do not have significant prior experience. With any acquisition, the financial and strategic goals that were contemplated at the time of the transaction may not be realized due to increased costs, undisclosed liabilities not covered by insurance or by the terms of the acquisition, write-offs or

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impairment charges relating to goodwill and other intangible assets, and other unexpected integration costs. We also may not have success in identifying, executing and integrating acquisitions in the future. The occurrence of any of these risks could have an impact on our business, financial condition or results of operations, particularly in the event of a larger acquisition or concurrent acquisitions.

Any impairment of goodwill, other intangible assets or long-lived assets could negatively impact our results of operations.

Our goodwill and other intangible assets are subject to an impairment test on an annual basis or more frequently if impairment indicators exist. Additionally, our long-lived assets are tested whenever events and circumstances indicate that an asset group may be impaired. Any excess goodwill resulting from the impairment test must be written off in the period of determination. Intangible assets (other than goodwill and indefinite-lived intangible assets) and other long-lived assets are generally amortized or depreciated over the useful life of such assets. Certain events and circumstances, such as center closures or reduced operating performance at our centers or sites, may require us to record impairment expense on our long-lived assets. In addition, from time to time, we may acquire or make an investment in a business that will require us to record goodwill based on the purchase price and the value of the acquired tangible and intangible assets. We have significantly increased our goodwill as a result of our acquisitions. We may subsequently experience unforeseen issues with the businesses we acquire, which may adversely affect the anticipated returns of the business or value of the intangible assets and trigger an evaluation of recoverability of the recorded goodwill and intangible assets. Future determinations of significant write-offs of goodwill, intangible assets or other long-lived assets, as a result of an impairment test or any accelerated amortization or depreciation of other intangible assets or other long-lived assets, could materially and adversely affect our business, financial condition and results of operations.

We are a holding company with no operations of our own, and we depend on our subsidiaries for cash.

We are a holding company and do not have any material assets or operations other than ownership of equity interests of our subsidiaries. Our operations are conducted almost entirely through our subsidiaries, and our ability to generate cash to meet our obligations or to pay dividends, if any, is highly dependent on the earnings of, and receipt of funds from, our subsidiaries through dividends or intercompany loans. The ability of our subsidiaries to generate sufficient cash flow from operations to allow us and them to make scheduled payments on our debt obligations will depend on their future financial performance, which will be affected by a range of economic, competitive and business factors, many of which are outside of our control.

Risks Related to Intellectual Property, Information Technology and Data Privacy and Security

If we are unable to adequately protect our intellectual property rights, our business, financial condition and results of operations may be materially and adversely affected.

Our success depends in large part on our ability to protect our intellectual property rights, including those rights in our brands and our ability to build and maintain brand loyalty. Our company’s brands (including name, logo, domain name and trademark rights thereto) and our curriculum (including copyrights therein) are valuable assets that serve to differentiate us from our competitors. We currently rely on a combination of trademark, patent, copyright, trade secrets and unfair competition laws, as well as confidentiality and license agreements and other contractual provisions, to establish and protect our intellectual property rights. These laws are subject to change at any time and certain agreements may not be fully enforceable, which could restrict our ability to protect our intellectual property rights, including our brands and curriculum. Such means also may afford only limited protection of our intellectual property rights and we cannot assure you that the steps taken by us to protect our intellectual property rights will be adequate to: (i) prevent or deter infringement, misappropriation or other violation of our trademarks, copyrights or other intellectual property rights by others; (ii) prevent others from independently developing services similar to, or duplicative of, ours; or (iii) permit us to gain or maintain a competitive advantage.

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We generally seek or apply for similar statutory protections as and if we deem appropriate, based on then-current facts and circumstances. We cannot guarantee that we will be able to secure additional intellectual property rights as we expand our services and geographic scope and there can be no assurance that any of our existing intellectual property rights will not be challenged, invalidated, circumvented or rendered unenforceable. If we fail to obtain additional intellectual property rights or our existing intellectual property rights are rendered invalid or unenforceable, or narrowed in scope, the coverage of such intellectual property rights afforded our brands and services could be impaired. Such impairment could impede our ability to market our services, negatively affect our competitive position and harm our business and operating results.

The unauthorized use, infringement, misappropriation or other violation of our intellectual property could damage our brand identity and the goodwill we have created for our company, which could cause our sales to decline. We cannot guarantee that the operation of our business does not, and will not in the future, infringe, misappropriate or violate the rights of third parties, and from time to time we may be subject to claims of infringement, misappropriation or other violation of intellectual property rights and related litigation. Litigation may also be necessary to protect or enforce our intellectual property rights, or to defend against third-party claims. Any such litigation, regardless of merit, is inherently uncertain and can be time-consuming and result in substantial costs and diversion of our resources, causing a material and adverse effect on our business, financial condition and results of operations. If we cannot protect our intellectual property rights or our brand identity, the goodwill we created for our company may diminish, causing our sales to decline. If we are found to infringe, misappropriate or violate the rights of a third-party, we may be forced to stop offering, or to rebrand or redesign, certain products or services, to pay damages or royalties, and to enter into licensing agreements, which may not be available on commercially reasonable terms, or at all.

Intellectual property protection in jurisdictions outside of the United States may not be available to the same extent as in the United States and filing, prosecuting and defending our intellectual property in all countries throughout the world may be prohibitively expensive. The lack of adequate legal protections of intellectual property or failure of legal remedies for related actions in jurisdictions outside of the United States could have an adverse effect on our business, financial condition and results of operations, including materially and adversely affecting our identity in the United States and cause our sales to decline.

We rely significantly on the use of information technology, as well as those of our third-party service providers. Any significant failure, inadequacy, interruption or data security incident of our information technology systems, or those of our third-party service providers, could disrupt our business operations, which could have a material adverse effect on our business, prospects, results of operations, financial condition and/ or cash flows.

We rely extensively on various information technology systems, including data centers, hardware and software and applications to manage many aspects of our business and the success of our operations depends upon the secure transmission of confidential and personal information over public networks, including the use of cashless payments. In particular, we are heavily dependent upon our mobile application and website platform as a means of growing user engagement and perception of our brand. Our mobile application is hosted by a third-party and supported by another outside development firm. In addition, kindercare.com, our website platform, is hosted on an Infrastructure-as-a-Service solution provided to us by a third-party’s cloud platform. Any compromises, shutdowns, failures or interruption of our mobile application, website hosting platform, payment processing application, or any of our computer and information technology systems, incidents or failures experienced by our third-party service providers including any of our computer and information technology systems managed thereby, could intentionally or inadvertently lead to delays in our business operations or harm our ability to serve our clients and families through these channels, which could adversely affect our business, financial condition and results of operations.

Our information technology systems may be subject to damage or interruption from telecommunications problems, data corruption, software errors, fire, flood, global pandemics and natural disasters, power outages,

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systems disruptions, system conversions and/or human error. Our existing safety systems, data backup, access protection, user management and information technology emergency planning may not be sufficient to prevent data loss or long-term network outages. In addition, we may have to upgrade our existing information technology systems or choose to incorporate new technology systems from time to time in order for such systems to support the increasing needs of our expanding business. Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of existing systems could disrupt or reduce the efficiency of our operations.

In addition, as part of our normal business activities, we collect and store certain confidential information, including personal information with respect to clients and employees, as well as information related to intellectual property, and the success of our business depends on the secure transmission of confidential and personal data over public networks, including the use of cashless payments. We may share some of this information with third-party service providers who assist us with certain aspects of our business. Any failure on the part of us or our third-party service providers to maintain the security of this confidential data and personal information, including via the penetration of our network security (or those of our third-party service providers) and the misappropriation of confidential and personal information, could result in business disruption, damage to our reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation, any or all of which could result in the Company incurring potentially substantial costs. Such events could also result in the deterioration of confidence in the Company by employees and clients and cause other competitive disadvantages.

Security incidents compromising the confidentiality, integrity and availability of our confidential or personal information and our third-party service providers’ information technology systems could result from cyberattacks, computer malware, viruses, social engineering (including spear phishing and ransomware attacks), credential stuffing, supply chain attacks, efforts by individuals or groups of hackers and sophisticated organizations, including state-sponsored organizations, errors or malfeasance of our personnel and security vulnerabilities in the software or systems on which we and our third-party service providers rely. The techniques used by criminals to obtain unauthorized access to systems or sensitive data change frequently, are constantly evolving and often are not recognized until after being launched against a target, and accordingly, we may be unable to anticipate these techniques or implement adequate preventative measures and there may be a significant delay between the initiation of an attack on our information technology systems and our recognition of the attack. Thus, a disruption, cyberattack or other security breach of our information technology systems or infrastructure, or those of our third-party service providers, may go undetected for an extended period and could result in the theft, transfer, unauthorized access to, disclosure, modification, misuse, loss or destruction of our employee, representative, client, vendor, consumer and/or other third-party data, including sensitive or confidential data, personal information and/or intellectual property. While we have taken measures designed to protect the security of the confidential and personal information under our control, we cannot assure you that any security measures that we or our third-party service providers have implemented will be effective against current or future security threats.

Additionally, new or changing risk profiles related to data security could require that we expend significant additional resources to enhance our information security systems. Several recent, highly publicized data security breaches at other companies have heightened consumer awareness of this issue and may embolden individuals or groups to target our systems or those of third parties with which we do business. In addition, our information systems are a target of cyberattacks, although the incidents that we have experienced to date have not had a material effect. If we suffer a material loss or disclosure of personal or confidential information as a result of a breach of our information technology systems, including those of our third-party service providers, we may suffer reputational, competitive and/or business harm, incur significant costs and be subject to government investigations, litigation, fines and/or damages, which could have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows. Moreover, while we maintain cyber insurance that may help provide coverage for these types of incidents, we cannot assure you that our insurance will be adequate to cover costs and liabilities related to these incidents.

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Any failure on the part of us or third parties with which we do business to maintain the security of our personal, sensitive or confidential data, including via the penetration of our network and the misappropriation of confidential and personal information, as well as a failure to promptly remedy any security incident events should they occur, could compromise our systems, and the information stored in our systems could be accessed, publicly disclosed, lost, stolen or damaged. Any such circumstance could adversely affect our ability to attract and maintain clients, cause us to suffer negative publicity, and subject us to legal claims and liabilities or regulatory penalties or cause us to suffer competitive disadvantages, and thus have a material and adverse impact on us. Investigations into a data breach, including how it occurred, its consequences and our responses, by state and federal agencies could, among other adverse outcomes, lead to fines, other monetary relief and/or injunctive relief that could materially increase our data security costs, adversely impact how we operate our information systems and collect and use client information, and put us at a competitive disadvantage with other retailers. For example, as discussed below, the California Consumer Privacy Act (the “CCPA”) creates a private right of action for certain data breaches. Further, defending a suit, regardless of its merit, could be costly, divert management attention and harm our reputation. The successful assertion of one or more large claims against us could adversely affect our reputation, business, financial condition, revenues, results of operations or cash flows. Furthermore, payment card networks with payment cards impacted by a data breach may pursue claims against us, either directly or through our acquiring banks. Finally, any material disruption or slowdown of our systems or those of our third-party service providers and business partners, could have a material adverse effect on our business, financial condition and results of operations.

Our collection, use, storage, disclosure, transfer and other processing of personal information could give rise to significant costs and liabilities, including as a result of governmental regulation, uncertain or inconsistent interpretation and enforcement of legal requirements or differing views of personal privacy rights, which may have a material adverse effect on our reputation, business, financial condition and results of operations.

As part of our normal business activities, we collect, use, store, process and transmit personal information with respect to our clients children, families and employees. We share some of this personal information with vendors who assist us with certain aspects of our business. A variety of federal and state laws, regulations industry self-regulatory principles, industry standards or codes of conduct, and regulatory guidance, relating to privacy, data protection, marketing and advertising, and consumer protection apply to the collection, use, retention, protection, disclosure, transfer and other processing of certain types of data. These requirements of such laws, regulations, industry self-regulatory principles, industry standards or codes of conduct, and regulatory guidance may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or our practices. As a result, our practices may not have complied in the past, or may not comply in the future, with all such laws, regulations, standards, requirements and obligations. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any federal or state privacy or consumer protection-related laws, regulations, industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, or orders to which we may be subject or other legal obligations relating to privacy or consumer protection could adversely affect our reputation, brand and business, and may result in claims, fines, penalties, proceedings or actions against us by governmental entities, clients, suppliers or others or other liabilities or may require us to change our operations and/or cease using certain data.

In addition, various federal and state legislative and regulatory bodies, or self-regulatory organizations, may expand current laws or regulations, enact new laws or regulations or issue revised rules or guidance regarding privacy, data protection, consumer protection and advertising, and as the regulatory environment related to information security, data collection and use and privacy becomes increasingly rigorous, with new and changing requirements applicable to our business. For example, the CCPA, which came into effect in 2020, increases privacy rights for California consumers and imposes obligations on companies that process their personal information. Among other things, the CCPA gives California consumers expanded rights related to their personal information, including the right to access and delete their personal information and receive detailed information about how their personal information is used and shared. The CCPA also provides California consumers the right

to opt-out of certain sales of personal information and may restrict the use of cookies and similar technologies for

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advertising purposes. The CCPA prohibits discrimination against individuals who exercise their privacy rights, and provides for civil penalties for violations enforceable by the California Attorney General as well as a private right of action for certain data breaches that result in the loss of personal information. This private right of action is expected to increase the likelihood of, and risks associated with, data breach litigation. Many of the CCPA’s requirements as applied to personal information of a business’s personnel and related individuals are subject to a moratorium that expired on January 1, 2023. The expiration of the moratorium may increase our compliance costs and our exposure to public and regulatory scrutiny, costly litigation, fines and penalties. Additionally, in November 2020, California passed the California Privacy Rights Act (the “CPRA”), which expanded the CCPA significantly, including by expanding California consumers’ rights with respect to certain personal information and creating a new state agency to oversee implementation and enforcement efforts, potentially requiring us to incur additional costs and expenses in an effort to comply. Many of the CPRA’s provisions became effective on January 1, 2023. The costs of compliance with, and the other burdens imposed by, these and other laws or regulatory actions may increase our operational costs and/or result in interruptions or delays in the availability of systems.

Moreover, other states have passed, or may in the future pass, comprehensive privacy laws that impose, or may in the future impose, obligations similar to or more stringent than those we face under other data protection laws. Once such laws become enforceable, we must comply with each if our operations fall within the scope of these newly enacted comprehensive mandates, which may increase our compliance costs and potential liability. Similar laws have been proposed at the federal level, reflecting a trend toward more stringent privacy legislation in the United States. Additional state and federal legislation may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment in resources to compliance programs, could impact strategies and availability of previously useful data, and could result in increased compliance costs and/or changes in business practices and policies.

Our communications with our clients are subject to certain laws and regulations, including the Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act of 2003, the Telephone Consumer Protection Act of 1991 (the “TCPA”), and the Telemarketing Sales Rule and analogous state laws, that could expose us to significant damages awards, fines and other penalties that could materially impact our business. For example, the TCPA imposes various consumer consent requirements and other restrictions in connection with certain telemarketing activity and other communication with consumers by phone, fax or text message. The CAN-SPAM Act and the Telemarketing Sales Rule and analogous state laws also impose various restrictions on marketing conducted use of email, telephone, fax or text message. As laws and regulations, including FTC enforcement, rapidly evolve to govern the use of these communications and marketing platforms, the failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations could adversely impact our business, financial condition and results of operations or subject us to fines or other penalties.

We are also subject to the Children’s Online Privacy Protection Act (“COPPA”), which applies to operators of commercial websites and online services directed to U.S. children under the age of 13 that collect personal information from children, and to operators of general audience websites with actual knowledge that they are collecting information from U.S. children under the age of 13. We collect certain personal information about children from their parents or guardians. COPPA is subject to interpretation by courts and other governmental authorities, including the FTC, and the FTC is authorized to promulgate, and has promulgated, revisions to regulations implementing provisions of COPPA, and provides non-binding interpretive guidance regarding COPPA that changes periodically with little or no public notice. Although we strive to ensure that our business and mobile application are compliant with applicable COPPA provisions, these provisions may be modified, interpreted or applied in new manners that we may be unable to anticipate or prepare for appropriately, and we may incur substantial costs or expenses in attempting to modify our systems, platform, applications or other technology to address changes in COPPA or interpretations thereof. If we fail to accurately anticipate the application, interpretation or legislative expansion of COPPA we could be subject to governmental enforcement actions, litigation, fines and penalties or adverse publicity and we could be in breach of our clients contracts and our clients could lose trust in us, which could harm our reputation and business.

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Further, some laws may require us to notify governmental authorities and/or affected individuals of data breaches involving certain personal information or other unauthorized or inadvertent access to or disclosure of such information. We may need to notify governmental authorities and affected individuals with respect to such incidents. For example, laws in all 50 U.S. states may require businesses to provide notice to consumers whose personal information has been disclosed as a result of a data breach. These laws are not consistent, and compliance in the event of a widespread data breach may be difficult and costly. We also may be contractually required to notify consumers or other counterparties of a security breach. Regardless of our contractual protections, any actual or perceived security breach or breach of our contractual obligations could harm our reputation and brand, expose us to potential liability or require us to expend significant resources on data security and in responding to any such actual or perceived breach.

In addition to government regulation, privacy advocates and industry groups have proposed, and may propose in the future, self-regulatory standards. These and other industry standards may legally or contractually apply to us, or we may elect to comply with such standards. If we fail to comply with these contractual obligations or standards, we may face substantial liability or fines.

We make public statements about our use and disclosure of personal information through our privacy policies that are posted on our websites. The publication of our privacy policies and other statements that provide promises and assurances about data privacy and security can subject us to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of our actual practices.

In addition, the FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Our failure to take any steps perceived by the FTC as appropriate to protect clients’ personal information may result in claims by the FTC that we have engaged in unfair or deceptive acts or practices in violation of Section 5(a) of the FTC Act. State consumer protection laws provide similar causes of action for unfair or deceptive practices for alleged privacy, data protection and data security violations.

Further, we are subject to the Payment Card Industry Data Security Standard (“PCI-DSS”), a security standard applicable to companies that collect, store or transmit certain data regarding credit and debit cards, holders and transactions. We rely on vendors to handle PCI-DSS matters and to ensure PCI-DSS compliance. Despite our compliance efforts, we may become subject to claims that we have violated the PCI-DSS based on past, present and future business practices. Our actual or perceived failure to comply with the PCI-DSS can subject us to fines, termination of banking relationships and increased transaction fees. In addition, there is no guarantee that PCI-DSS compliance will prevent illegal or improper use of our payment systems or the theft, loss or misuse of payment card data or transaction information.

Each privacy, security and data protection law and regulation, and any changes or new laws or regulations, could impose significant limitations, require changes to our business, or restrict our use or storage of personal information, which may increase our compliance expenses and make our business more costly or less efficient to conduct and failure to comply with such laws and regulations could result in significant penalties and damages, each of which could materially and adversely affect our reputation, business, financial condition and results of operations.

We are in the process of implementing new cloud computing arrangements and may experience issues with the transition or the new arrangements may prove ineffective.

We are in the process of implementing new cloud computing arrangements to enhance our enterprise resource planning system and streamline our operations and corporate functions. These systems are crucial for executing our strategy, providing essential information to management, maintaining accurate books and records, preparing timely consolidated financial statements and fulfilling contractual obligations. We expect the implementation to

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be completed in 2025. However, during the transition to these new systems, we may experience disruptions in our business if the systems do not function as intended or if unforeseen challenges arise during the implementation. Such disruptions may impact our ability to process payments accurately and on time to our service providers, as well as our capability to invoice and collect payments from our customers. Moreover, the implementation of these systems may uncover or create data integrity issues or other technical problems that could negatively impact our business or financial results. Furthermore, periodic or prolonged disruptions in our financial functions could occur due to the adoption of these new systems, general usage, regular updates or other external factors beyond our control. If unexpected issues arise with either system or related technology infrastructure, our business, financial condition and results of operations could be adversely affected. Additionally, if we are unable to effectively implement these systems as planned or if any component of the systems does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected, or our ability to assess it adequately could be delayed.

Use and storage of paper records increases risk of loss, destruction and could increase human error with respect to documentation.

We continue to rely on the use of paper records, which are initially stored onsite at our centers. Paper records are more susceptible to human error both in terms of accurately capturing client information, as well as with respect to misplacing or losing the same. There is no duplicate or backup copy of the paper records and in the event of a flood, fire, theft or other adverse event, the records, and all relevant client information or information about our clients’ families could be lost or destroyed. Paper records do not allow for a number of the benefits of electronic records systems, including features designed to improve privacy, security, accuracy and accessibility of such records. This may create more risk for us to the extent it could lead to breaches of client privacy.

We are subject to payment-related risks that may result in higher operating costs or the inability to process payments, either of which could harm our brand, reputation, business, financial condition and results of operations.

We accept payments using a variety of methods, including check, credit card, debit card and direct debit from a client’s bank account. For existing and future payment options that we offer to our clients, we may become subject to additional regulations and compliance requirements (including obligations to implement enhanced authentication processes that could result in significant costs and reduce the ease of use of our payment options), as well as fraud. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability. We rely on independent service providers to provide certain payment processing services, including the processing of credit cards, debit cards and electronic checks. If these independent service providers become unwilling or unable to provide these services to us or if the cost of using these providers increases, our business could be harmed. We also are subject to payment card association operating rules, including data security rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. In particular, we must comply with the PCI-DSS, a set of requirements designed to ensure that all companies that process, store or transmit payment card information maintain a secure environment to protect cardholder data. If we fail to comply with any of these rules or requirements, or if our data security systems are breached or compromised, we may be liable for card-issuing banks’ costs, subject to fines and higher transaction fees, and lose our ability to accept credit and debit card payments from our clients, process electronic funds transfers or facilitate other types of online payments and our brand, reputation, business, financial condition and results of operations could be materially and adversely affected.

Certain estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate.

This prospectus includes our internal estimates of the addressable market for our solutions. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to

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significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. The estimates and forecasts in this prospectus relating to the size and expected growth of our target market, market demand and adoption, capacity to address this demand and pricing may also prove to be inaccurate. In particular, our estimates regarding our current and projected market opportunity are difficult to predict. The addressable market we estimate may not materialize for many years, if ever, even if the markets in which we compete meet the size estimates and growth forecasted in this prospectus, our business could fail to grow at similar rates, if at all.

Risks Related to our Common Stock and this Offering

There is no existing market for our common stock, and we do not know if one will develop to provide you with adequate liquidity. If our stock price fluctuates after this offering, you could lose a significant part of your investment.

Prior to this offering, there has not been a public market for our common stock. We have applied to list our shares of common stock on the New York Stock Exchange under the symbol “KLC.” If we do not meet all of the New York Stock Exchange’s initial listing criteria and obtain approval for the listing, we will not complete this offering. In addition, we cannot predict the extent to which investor interest in us will lead to the development of a trading market on the New York Stock Exchange, or otherwise or how active and liquid that market may come to be. If an active trading market does not develop, you may have difficulty selling any of the common stock that you buy.

Negotiations between us and the underwriters will determine the initial public offering price for our common stock, which may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell our common stock at prices equal to or greater than the price you paid in this offering. The market price of our common stock may be influenced by many factors including:

• variations in our operating results compared to market expectations or any guidance given by us, or changes in our guidance or guidance practices;

• changes in the preferences of our clients or families;

• low total comparable sales growth and gross margins compared to market expectations;

• the failure of securities analysts to cover us after this offering or changes in financial estimates by the analysts who cover us, our competitors or our industry;

• economic, legal and regulatory factors unrelated to our performance;

• changes in consumer spending or the economy, including periods of high inflation;

• increased competition or stock price performance of our competitors;

• strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;

• actual or anticipated variations in our or our competitors’ operating results, and our competitors’ growth rates;

• future sales of our common stock or the perception that such sales may occur;

• changes in senior management or key personnel;

• changes in laws or regulations, or new interpretations or applications of laws and regulations that are applicable to our business; lawsuits, enforcement actions and other claims by third parties or governmental authorities;

• action by institutional stockholders or other large stockholders;

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• events beyond our control, such as war, terrorist attacks, natural disasters, severe weather and widespread illness, public health emergencies or pandemics; and

• the other factors listed in this “Risk Factors” section.

As a result of these factors, investors in our common stock may not be able to resell their shares at or above the initial offering price. In addition, our stock price may be volatile. The stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies like us. Accordingly, these broad market fluctuations, as well as general economic, political and market conditions, such as recessions or interest rate changes, may significantly reduce the market price of the common stock, regardless of our operating performance. In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were to become involved in securities litigation, it could result in substantial costs and divert resources and our management’s attention from other business concerns, regardless of the outcome of such litigation.

Because PG owns a significant percentage of our common stock, it may control major corporate decisions and its interests may conflict with your interests as an owner of our common stock and our interests.

We are controlled by PG, which, on a pro forma basis, adjusted for the Reorganization, owns 90.0% of our common stock immediately prior to this offering and will own approximately 71.1% after the consummation of this offering (or 68.9% if the underwriters exercise in full their option to purchase additional shares of our common stock). Accordingly, PG currently controls the election of our directors and could exercise a controlling interest over our business, affairs and policies, including the appointment of our management and the entering into of business combinations or dispositions and other corporate transactions. The directors PG elects have the authority to incur additional debt, issue or repurchase stock, declare dividends and make other decisions that could be detrimental to stockholders. Following this offering, PG will have specified board representation rights, governance rights and other rights, including PG having the right to nominate designees to our board of directors on a sliding scale based on PG’s ownership of our common stock. See “Management—Composition of the Board of Directors after this Offering.” In addition, following the Reorganization and in connection with this offering, we will enter into a Registration Rights Agreement with PG and certain of our other existing stockholders, pursuant to which PG will have certain registration rights and other rights. In addition, we will enter into a Stockholders Agreement which among other rights will provide that so long as PG owns, in the aggregate, (i) greater than 50% of the total outstanding shares of our common stock, PG will be entitled to nominate the lowest whole number of directors that is greater than 50% of the total number of directors, (ii) 50% or less, but at least 40% of the total outstanding shares of our common stock, PG will be entitled to nominate the lowest whole number of directors that is greater than 40% of the total number of directors, (iii) less than 40% but at least 30% of the total outstanding shares of our common stock, PG will be entitled to nominate the lowest whole number of directors that is greater than 30% of the total number of directors, (iv) less than 30% but at least 20%, PG will be entitled to nominate the lowest whole number of directors that is greater than 20% of the total number of directors, and (v) less than 20% but at least 10%, PG will be entitled to nominate the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the total number of directors. Even if PG were to own or control less than a majority of our total outstanding shares of common stock, it will be able to influence the outcome of corporate actions so long as it owns a significant portion of our total outstanding shares of common stock.

PG may have interests that are different from yours and may vote in a way with which you disagree and that may be adverse to your interests. In addition, PG’s concentration of ownership could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which could cause the market price of our common stock to decline or prevent our stockholders from realizing a premium over the market price for their common stock.

Additionally, PG is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us or supply us with goods and services. PG

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may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. Stockholders should consider that the interests of PG may differ from their interests in material respects.

In addition, the Stockholders Agreement will provide that so long as PG owns at least 25% of our outstanding common stock, PG’s consent will be required for us to (i) terminate, hire or appoint a chief executive officer, (ii) issue additional equity interests in our company or subsidiaries, subject to certain exceptions, (iii) other than in the ordinary course of business with vendors, customers and suppliers, enter into or effect any significant acquisition, and (iv) incur indebtedness for borrowed money aggregating to more than $100 million, subject to certain exceptions.

We are a “controlled company” within the meaning of the New York Stock Exchange rules and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements.

Following the consummation of this offering, PG will continue to control a majority of our outstanding common stock. As a result, we expect to be a “controlled company” within the meaning of the New York Stock Exchange corporate governance standards. A company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” within the meaning of the New York Stock Exchange rules and may elect not to comply with certain corporate governance requirements of the New York Stock Exchange, including:

• the requirement that a majority of our board of directors consist of independent directors;

• the requirement that we have a nominating/corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• the requirement that we have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.

Following this offering, while we do not intend to utilize the exemptions listed above, we may from time to time utilize one or more of these exemptions. If we do utilize the exemptions, our board of directors and those committees may have more directors who do not meet the New York Stock Exchange independence standards than they would if those standards were to apply. The independence standards are intended to ensure that directors who meet those standards are free of any conflicting interest that could influence their actions as directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the New York Stock Exchange.

Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our stock price to fall.

Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. Substantially all of our existing stockholders are subject to lock-up agreements with the underwriters of this offering that restrict the stockholders’ ability to transfer shares of our common stock for 180 days from the date of this prospectus, subject to certain exceptions. The lock-up agreements limit the number of shares of common stock that may be sold immediately following the public offering. After this offering, we will have 114,366,089 outstanding shares of common stock based on the number of shares outstanding (or 117,966,089 shares, if the underwriters exercise in full their option to purchase additional shares of our common stock). Subject to limitations, 90,366,089 shares will become eligible for sale upon expiration of the lock-up period, as calculated and described in more detail in the section entitled “Shares Eligible for Future Sale.” In addition, none of the shares issued or issuable upon exercise of options vested as of

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the expiration of the lock-up period will be eligible for sale at that time. Further, the representatives of the underwriters may, in their sole discretion, release all or some portion of the shares subject to the lock-up agreements at any time and for any reason. See “Shares Eligible for Future Sale” for more information. Sales of a substantial number of such shares upon expiration of the lock-up agreements, the perception that such sales may occur, or early release of these agreements, could have a material and adverse effect on the trading price of our common stock.

Moreover, after this offering, holders of 79.0% of our outstanding common stock will have rights pursuant to the Registration Rights Agreement, subject to certain conditions such as the 180-day lock-up arrangement described above, to require us to file registration statements for the public sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. Any sales of securities by these stockholders could have a material and adverse effect on the trading price of our common stock.

You will incur immediate dilution as a result of this offering.

If you purchase common stock in this offering, you will pay more for your shares than the amounts paid by existing stockholders for their shares. As a result, you will incur immediate dilution of $32.16 per share, representing the difference between the assumed initial public offering price of $25.00 per share (the midpoint of the estimated initial public offering price range set forth on the cover of this prospectus) and our as adjusted net tangible book value per share after giving effect to this offering. Additionally, pursuant to our amended and restated bylaws, our board of directors has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of common stock, including shares issuable upon the exercise of options, or shares of our authorized but unissued preferred stock. Issuances of common stock or voting preferred stock would reduce your influence over matters on which our stockholders vote and, in the case of issuances of preferred stock, would likely result in your interest in us being subject to the prior rights of holders of that preferred stock. See “Dilution.”

We may change our dividend policy at any time.

Following this offering we intend to retain any future earnings and do not anticipate declaring or paying any cash dividends in the foreseeable future. Our dividend policy may change at any time without notice. The declaration and amount of any future dividends is subject to the discretion of our board of directors in determining whether dividends are in the best interest of our stockholders based on our financial performance and other factors and are in compliance with all laws and agreements applicable to the declaration and payment of cash dividends by us. In addition, our ability to pay dividends on our common stock is currently limited by the covenants of our Credit Facilities and may be further restricted by the terms of any future debt or preferred securities. See “Dividend Policy.” Future dividends may also be affected by factors that our board of directors deems relevant, including our potential future capital requirements for investments, legal risks, changes in tax laws or corporate laws and contractual restrictions such as financial or operating covenants in our debt arrangements. As a result, we may not pay dividends at any rate or at all.

Some provisions of our governing documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our third amended and restated certificate of incorporation, our amended and restated bylaws, the Stockholders Agreement and the DGCL could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions include:

• establishing a classified board of directors such that not all members of the board are elected at one time;

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• allowing the total number of directors to be determined exclusively (subject to the rights of holders of any series of preferred stock to elect additional directors) by resolution of our board of directors and granting to our board the sole power (subject to the rights of holders of any series of preferred stock or rights granted to certain stockholders pursuant to our third amended and restated certificate of incorporation and the Stockholders Agreement) to fill any vacancy on the board;

• providing that directors may only be removed for cause and only by the affirmative vote of at least two-thirds of the confirmed voting power of our stock entitled to vote in the election of directors if PG ceases to own, in the aggregate, more than 50% of the voting power of our stock entitled to vote generally in the election of directors;

• authorizing the issuance of “blank check” preferred stock by our board of directors, without further shareholder approval, to thwart a takeover attempt;

• prohibiting stockholder action by written consent (and, thus, requiring that all stockholder actions be taken at a meeting of our stockholders), if PG ceases to own, in the aggregate, more than 50% of the voting power of our stock entitled to vote generally in the election of directors;

• eliminating the ability of stockholders to call a special meeting of stockholders, except for PG, so long as PG owns, or in the aggregate, at least 25% of the voting power of our stock entitled to vote generally in the election of directors;

• establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at annual stockholder meetings; and

• requiring the approval of the holders of at least two-thirds of the voting power of all outstanding stock entitled to vote thereon, voting together as a single class, to amend or repeal our third amended and restated certificate of incorporation or amended and restated bylaws if PG ceases to own, in the aggregate, more than 50% of the voting power of our stock entitled to vote generally in the election of directors.

In addition, the Stockholders Agreement will provide that so long as PG owns at least 25% of our outstanding common stock, PG’s consent will be required for us to (i) terminate, hire or appoint a chief executive officer, (ii) issue additional equity interests in our company or subsidiaries, subject to certain exceptions, (iii) other than in the ordinary course of business with vendors, customers and suppliers, enter into or effect any significant acquisition, and (iv) incur indebtedness for borrowed money aggregating to more than $100 million, subject to certain exceptions.

Further, while we have opted out of Section 203 of the DGCL, our third amended and restated certificate of incorporation contains similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the shareholder became an interested stockholder, unless:

• prior to such time, our board of directors approved either the business combination or the transaction that resulted in the shareholder becoming an interested stockholder;

• upon consummation of the transaction that resulted in the shareholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

• at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least two-thirds of our outstanding voting stock that is not owned by the interested stockholder.

Generally, a “business combination” includes a merger, asset or stock sale or other transaction provided for or through us resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an

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“interested stockholder” is a person who owns 15% or more of our outstanding voting stock and the affiliates and associates of such person. For purposes of this provision, “voting stock” means any class or series of stock entitled to vote generally in the election of directors. Our third amended and restated certificate of incorporation will provide that PG, its affiliates and any of its direct or indirect designated transferees (other than in certain market transfers) and any group of which such persons are a party do not constitute “interested stockholders” for purposes of this provision.

Under certain circumstances, this provision will make it more difficult for a person who qualifies as an “interested stockholder” to effect certain business combinations with us for a three-year period. This provision may encourage companies interested in acquiring us to negotiate in advance with our board of directors in order to avoid the shareholder approval requirement if our board of directors approves either the business combination or the transaction that results in the shareholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions that our stockholders may otherwise deem to be in their best interests. See “Description of Capital Stock.”

These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take corporate actions other than those you desire.

Our third amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware or federal district courts of the United States will be the sole and exclusive forum for certain types of lawsuits, which could limit our stockholders’ abilities to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our third amended and restated certificate of incorporation and amended and restated bylaws will become effective upon the consummation of this offering. Once effective, our third amended and restated certificate of incorporation and amended and restated bylaws will require, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL or the third amended and restated certificate of incorporation or the amended and restated bylaws, or (iv) any action asserting a claim against us governed by the internal affairs doctrine will have to be brought only in the Court of Chancery in the State of Delaware (or the federal district court for the District of Delaware or other state courts of the State of Delaware if the Court of Chancery in the State of Delaware does not have jurisdiction). The third amended and restated certificate of incorporation and amended and restated bylaws will also require that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. However, there is uncertainty as to whether a court would enforce such provision in our third amended and restated certificate of incorporation and amended and restated bylaws. Section 22 of the Securities Act provides that federal and state courts have concurrent jurisdiction over all lawsuits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Therefore, to the extent the exclusive federal forum provision for causes of action arising under the Securities Act restricts the courts in which claims arising under the Securities Act may be brought, there is uncertainty as to whether a court would enforce such a provision, and investors cannot waive compliance with federal securities laws and the rules and regulations thereunder.

The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation and bylaws has been challenged in legal proceedings, and it is possible that, in connection with any action, a court could find the choice of forum provisions contained in our third amended and restated certificate of incorporation and amended and restated bylaws to be inapplicable or unenforceable in such action. If a court were to find the choice of forum provision contained in our third amended and restated certificate of incorporation and amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated

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with resolving such action in other jurisdictions, which could harm our business, financial condition and operating results. Although we believe these provisions benefit us by providing increased consistency in the application of applicable law in the types of lawsuits to which they apply, the provisions may have the effect of discouraging lawsuits against our directors and officers. These provisions would not apply to any suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

General Risks

Compliance with existing and new laws and regulations could impact the way we conduct business.

Laws, regulations and licensing, and other requirements impacting education, child care and before- and after-school programs at the national, state and local levels periodically change, and the ultimate cost of compliance cannot be precisely estimated. Although these regulations and requirements vary greatly from jurisdiction to jurisdiction, government agencies and accreditation organizations generally review, among other things, the adequacy of buildings and equipment, minimum square footage, ratio of staff to children, educational qualifications and training of staff, record keeping, nutrition requirements, curriculum, employee screening, compliance with health and safety standards, data privacy and security requirements, and program quality. Failure of a center, site or program to comply with applicable regulations and requirements could subject it to sanctions, which can include fines, corrective orders, being placed on probation, loss of accreditation or, in more serious cases, suspension or revocation of the license to operate, inability to open or acquire new centers, or ability to participate in federal, state and local subsidy programs, and could require significant expenditures to bring our centers, sites or programs into compliance or result in the closing of the center, site or program. Certain government agencies may publish or publicly report major and/or minor regulatory violations and we may suffer adverse publicity, which could result in loss of enrollment in a center, site, program or market. In addition, there may be unforeseen changes in regulations and licensing requirements, such as changes in the required ratio of child center staff personnel to enrolled children that could have an adverse impact on our operations.

Changes in tax laws or to any of the several factors upon which our tax rate is dependent could impact our future tax rates and net income and affect our profitability.

We are subject to income and other taxes and our future tax rates and operations may be adversely affected by a number of factors, including: changes in tax laws or the interpretation of such tax laws (including changes with retroactive effect) in the various jurisdictions in which we operate; changes in the estimated realization of our deferred tax assets and settlement of our deferred tax liabilities; changes in the jurisdictions in which profits are determined to be earned and taxed; adjustments to estimated taxes upon finalization of various tax returns; increases in expenses that are not deductible for tax purposes, including impairment of goodwill in connection with acquisitions; changes in available tax credits; and the resolution of issues arising from tax audits with various tax authorities. We are unable to predict whether or when any other tax changes may be enacted. Any such tax changes could materially increase the amount of taxes we would be required to pay, which could adversely affect our business, financial condition and results of operations. Losses for which no tax benefits can be recorded could materially impact our tax rate and its volatility from one quarter to another. Any significant change in our jurisdictional earnings mix or in the tax laws in those jurisdictions could impact our future tax rates and net income in those periods and any increases in income tax rates or changes in income tax laws could have a material adverse impact on our financial results.

Inadequacy of our insurance coverage or an inability to procure contractually required coverage could have a material and adverse effect on our business, financial condition and results of operations.

We currently maintain insurance policies for workers’ compensation, general liability, automobile liability and other insurance coverage. These policies provide for a variety of coverage and are subject to various limitations, exclusions and deductibles. There can be no assurance that insurance, particularly coverage for abuse as well as

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other coverages, will continue to be readily available in the form or amounts we have been able to obtain in the past or that our insurance premiums will not materially increase in the future as a consequence of conditions in the insurance business or in the child care industry. Although we believe we have adequate insurance coverage at this time, claims in excess of, or not included within, our coverage may be asserted. There can be no assurance of the long-term liquidity of our insurance carriers with regard to potential claims that may have significantly long statutes of limitations. We are also self-insured for medical, dental and vision benefits provided to our employees. We also provide our insurance carriers letters of credit under our Credit Facilities to support our self-insurance programs. While we believe we can adequately fund our self-insurance obligations, a significant increase in claims and/or costs could require us to arrange for financing for payment of those claims, which could have an adverse effect on our business, financial condition and results of operations.

If securities or industry analysts do not publish or cease publishing research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock will depend in part on the research and reports that third-party securities analysts publish about us and our industry. One or more analysts could downgrade our common stock or issue other negative commentary about us or our industry. In addition, we may be unable or slow to attract research coverage. Alternatively, if one or more of these analysts cease coverage of us, we could lose visibility in the market. As a result of one or more of these factors, the trading price of our common stock could decline.

Becoming a public company will increase our compliance costs significantly and require the expansion and enhancement of a variety of financial and management control systems and infrastructure and the hiring of significant additional qualified personnel.

Prior to this offering, we have not been subject to the reporting requirements of the Exchange Act, the other rules and regulations of the SEC, or any securities exchange relating to public companies. We are working with our legal, independent accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include financial planning and analysis, tax, corporate governance, accounting policies and procedures, internal controls, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, significant changes in these and other areas. However, the expenses that will be required in order to adequately prepare for being a public company could be material. Compliance with the various reporting and other requirements applicable to public companies will also require considerable time and attention of management and will also require us to successfully hire and integrate a significant number of additional qualified personnel into our existing finance, legal, human resources and operations departments.

We will be exposed to risks relating to evaluations of controls required by Section 404 of the Sarbanes-Oxley Act.

We are in the process of evaluating our internal controls systems to allow management to report on, and our independent registered public accounting firm to audit, our internal controls over financial reporting. We will be performing the system and process evaluation and testing (and any necessary remediation) required to comply with the management certification and, if required, the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We will be required to comply with Section 404 in full (including an auditor attestation on management’s internal controls report) in our annual report on Form 10-K for the year following our first annual report required to be filed with the SEC (subject to any change in applicable SEC rules). Furthermore, upon completion of this process, we may identify control deficiencies of varying degrees of severity under applicable SEC and PCAOB rules and regulations that remain unremediated. As a public company, we will be required to report, among other things, control deficiencies that constitute a material weakness or changes in internal controls that, or that are reasonably likely to, materially affect internal controls over financial reporting.

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To comply with the requirements of being a public company, we have undertaken various actions, and may need to take additional actions, such as implementing and enhancing our internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal controls can divert our management’s attention from other matters that are important to the operation of our business. Additionally, when evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify any material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, if we are required to make restatements of our consolidated financial statements, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy, completeness or reliability of our financial reports and the trading price of our common stock may be adversely affected, and we could become subject to sanctions or investigations by the New York Stock Exchange, the SEC or other regulatory authorities, which could require additional financial and management resources. In addition, if we fail to remedy any material weakness, our consolidated financial statements could be inaccurate and we could face restricted access to the capital markets.

If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our common stock.

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenues and expenses that are not readily apparent from other sources. If our assumptions change or if actual circumstances differ from our assumptions, our results of operations may be adversely affected and could fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our common stock.

Natural disasters, geo-political events and other highly disruptive events could materially and adversely affect our business, financial condition and results of operations.

The occurrence of one or more natural disasters, such as fires, hurricanes, tornados, tsunamis, floods and earthquakes, geo-political events, such as protests, civil unrest or terrorist or military activities disrupting transportation, communication or utility systems or other highly disruptive events, such as nuclear accidents, public health epidemics or pandemics (such as the COVID-19 pandemic or other highly transmissible diseases), unusual weather conditions or cyberattacks, could adversely affect our operations and financial performance. Such events could result in physical damage to or destruction or disruption of one or more of our properties (including our corporate offices and locations) or properties used by third parties in connection with the supply of products or services to us, the lack of an adequate workforce in parts or all of our operations, supply chain disruptions, data, utility and communications disruptions, fewer clients visiting our locations, including due to quarantines or public health crises, the inability of our clients to reach or have transportation to our locations directly affected by such events and the inability to operate our business. In addition, these events could cause a temporary reduction in sales or the ability to run our business or could indirectly result in increases in the costs of our insurance if they result in significant loss of property or other insurable damage. The uncertain nature, magnitude and duration of hostilities stemming from Russia’s military invasion of Ukraine and the conflict between Israel and Hamas, including the potential effects of sanctions and retaliatory cyberattacks on the world economy and markets, have contributed to increased market volatility and uncertainty, and such geo-political risks could have an adverse impact on macroeconomic factors. These factors could also cause consumer

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confidence and spending to decrease or result in increased volatility in the United States and global financial markets and economies. Any of these developments could have a material and adverse effect on our business, financial condition and results of operations.

Discovery of any environmental contamination may affect our operating results.

Although we have periodically conducted limited environmental investigations and remediation activities at some of our centers or sites, we have not undertaken an in-depth environmental review of each center or site and, accordingly, there may be environmental liabilities of which we are unaware. In addition, no assurances can be given that future laws or regulations will not impose any environmental liability, which could affect our business, financial condition and results of operations.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. You can generally identify forward-looking statements by our use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “vision,” or “should,” or the negative thereof or other variations thereon or comparable terminology. Forward-looking statements include those we make regarding the following matters:

• our ability to address changes in the demand for child care and workplace solutions;

• our ability to adjust to shifts in workforce demographics, economic conditions, office environments and unemployment rates;

• our ability to hire and retain qualified teachers, management, employees, and maintain strong employee engagement;

• the impact of public health crises, such as the COVID-19 pandemic, on our business, financial condition and results of operations;

• our ability to address adverse publicity;

• changes in federal child care and education spending policies and budget priorities;

• our ability to acquire additional capital;

• our ability to successfully identify acquisition targets, acquire businesses and integrate acquired operations into our business;

• our reliance on our subsidiaries;

• our ability to protect our intellectual property rights;

• our ability to protect our information technology and that of our third-party service providers;

• our ability to manage the costs and liabilities of collecting, using, storing, disclosing, transferring and processing personal information;

• our ability to manage payment-related risks;

• our expectations regarding the effects of existing and developing laws and regulations, litigation and regulatory proceedings;

• the fluctuation in our stock price after the offering;

• the increased expenses associated with being a public company;

• our ability to maintain adequate insurance coverage; and

• the occurrence of natural disasters, environmental contamination or other highly disruptive events.

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included elsewhere in this prospectus are not guarantees of future performance and our actual results of operations, financial condition and

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liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements included elsewhere in this prospectus. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with the forward-looking statements included elsewhere in this prospectus, they may not be predictive of results or developments in future periods.

Any forward-looking statement that we make in this prospectus speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.

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USE OF PROCEEDS

We estimate that the net proceeds to us from our sale of shares in this offering will be approximately $555.7 million, based on the assumed initial public offering price of $25.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and estimated offering expenses. We intend to use the net proceeds from this offering, including any net proceeds from the underwriters’ exercise of the option to purchase additional shares, to (i) repay $548.4 million of loans outstanding under our outstanding First Lien Term Loan Facility (or $633.2 million, if the underwriters exercise in full their option to purchase additional shares of our common stock) and (ii) pay $7.3 million of other expenses. If the underwriters exercise their option to purchase additional shares in full, we estimate that the net proceeds will be approximately $640.5 million, after deducting underwriting discounts and estimated offering expenses. Any additional proceeds will be used to repay loans outstanding under our First Lien Term Loan Facility.

As of June 29, 2024, we had $1,578.8 million of borrowings outstanding under our First Lien Term Loan Facility. The First Lien Term Loan Facility matures in June 2030 and bears interest at a variable rate equal to the SOFR plus 4.50% per annum. For additional information about our First Lien Term Loan Facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt Facilities” and “Description of Certain Indebtedness.”

The expected use of net proceeds to us from this offering represents our intentions based upon our current plans and business conditions, and we may find it necessary or advisable to use the net proceeds to us for other purposes. Accordingly, we will have broad discretion in the application and specific allocations of the net proceeds to us from this offering. Pending their use, we intend to invest the net proceeds to us from this offering in a variety of capital preservation investments, including short- and intermediate-term investments, interest-bearing obligations, investment-grade instruments or securities, government securities, certificates of deposit and money market funds.

Affiliates of the Conflicted Parties are lenders under our First Lien Term Loan Facility and the Conflicted Parties will receive 5% or more of the net proceeds of this offering due to the repayment of borrowings thereunder. Therefore, the Conflicted Parties are deemed to have a conflict of interest within the meaning of FINRA Rule 5121. Accordingly, this offering is being conducted in accordance with Rule 5121, which requires, among other things, that a “qualified independent underwriter” participate in the preparation of, and exercise the usual standards of “due diligence” with respect to, the registration statement and this prospectus. Morgan Stanley & Co. LLC has agreed to act as a qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, including specifically those inherent in Section 11 thereof. Morgan Stanley & Co. LLC will not receive any additional fees for serving as a qualified independent underwriter in connection with this offering. We have agreed to indemnify Morgan Stanley & Co. LLC against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. See “Underwriting (Conflicts of Interest)."

Each $1.00 increase (decrease) in the assumed initial public offering price of $25.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds by approximately $22.6 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and estimated offering expenses. Each increase (decrease) of 1.0 million shares in the number of shares sold in this offering, as set forth on the cover page of this prospectus, would increase (decrease) the net proceeds by approximately $23.6 million, assuming an initial public offering price of $25.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and estimated offering expenses. The information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing.

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DIVIDEND POLICY

As a public company we intend to retain any future earnings and do not anticipate declaring or paying any cash dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed by applicable laws and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends on shares of our common stock is currently limited by the covenants of our Credit Facilities and may be further restricted by the terms of any future debt or preferred securities. Our business is conducted through our subsidiaries. Dividends, distributions and other payments from, and cash generated by, our subsidiaries will be our principal sources of cash to repay indebtedness, fund operations and pay dividends. Accordingly, our ability to pay dividends to our stockholders is dependent on the earnings and distributions of funds from our subsidiaries. In addition, the covenants in the agreements governing our existing indebtedness, including the Credit Facilities, significantly restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us. See “Description of Certain Indebtedness,” “Risk Factors—Risks Related to our Capital Structure, Indebtedness and Capital Requirements—We are a holding company with no operations of our own, and we depend on our subsidiaries for cash” and “Risk Factors—Risks Related to our Common Stock and this Offering—We may change our dividend policy at any time.”

In March 2024, the Company effected a $320.0 million distribution to KC Parent, LP, which in turn effected a distribution to its equityholders.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our consolidated capitalization as of June 29, 2024:

• on an actual basis;

• on a pro forma basis after giving effect to the Reorganization; and

• on a pro forma as adjusted basis, to give effect to: (i) the Reorganization; (ii) the issuance and sale of shares of our common stock in this offering at an assumed initial public offering price of $25.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and estimated offering expenses; (iii) the application of the net proceeds from this offering as described in “Use of Proceeds”; and (iv) all cash-settled stock options and RSUs becoming share-settled and reclassified as equity.

Pursuant to our existing third amended and restated certificate of incorporation, each of our outstanding shares of Class A common stock are expected to automatically convert to 8.375 shares of our common stock at a conversion ratio determined by our board of directors in connection with this offering, and each of the outstanding shares of Class B common stock are expected to automatically convert to 8.375 shares of our common stock at a conversion ratio determined by our board of directors in connection with this offering. The conversion ratios for the conversion of Class A common stock to shares of our common stock and the conversion of Class B common stock to shares of our common stock may be different.

The information discussed below is illustrative only, and our cash and cash equivalents and capitalization following the consummation of this offering will adjust based on the actual initial public offering price and other terms of this offering determined at pricing. You should read the data set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock,” “Description of Certain Indebtedness” and the consolidated financial statements and related notes included elsewhere in this prospectus.

(Dollars in thousands, except per share data)	Actual		Pro Forma for the Reorganization(3)(4)		Pro Forma As Adjusted for the Reorganization and the Offering(3)(4)
Cash and cash equivalents	$	95,709	$	95,709	$	95,709
Long-term debt, including current maturities:
First Lien Term Loan Facility(1)	$	1,578,754	$	1,578,754	$	1,030,361
First Lien Revolver Facility(2)		—		—		—
Total debt		1,578,754		1,578,754		1,030,361
Shareholder’s equity:
Preferred stock; $0.01 par value per share; no shares authorized, issued and outstanding, actual; 25,000,000 shares authorized and no shares issued and outstanding pro forma and pro forma as adjusted		—		—		—
Class A Common stock; $0.0001 par value per share, 1,300,000,000 shares authorized, 756,816,836 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma, and no shares authorized, issued and outstanding as adjusted		76		—		—
Class B common stock; $0.0001 par value per share, 200,000,000 shares authorized, no shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma; and no shares authorized, issued and outstanding, as adjusted		—		—		—

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(Dollars in thousands, except per share data)	Actual		Pro Forma for the Reorganization(3)(4)		Pro Forma As Adjusted for the Reorganization and the Offering(3)(4)
Common stock; $0.01 par value per share, 200,000,000 shares authorized, no shares issued and outstanding, actual; 750,000,000 shares authorized, 90,366,089 shares issued and outstanding, pro forma; and 750,000,000 shares authorized 114,366,089 shares issued and 114,366,089 shares outstanding, as adjusted		—		904		1,144
Additional paid-in capital		79,584		198,007		763,912
Retained earnings		149,885		30,634		7,334
Accumulated other comprehensive loss		7,808		7,808		7,808
Total shareholder’s equity		237,353		237,353		780,198
Total capitalization	$	1,816,107	$	1,816,107	$	1,810,559

(1) Excludes $68,776, $68,776, and $45,477 respectively in debt issuance costs.

(2) Substantially concurrently with the consummation of this offering, KUEHG intends to enter into the RCF Amendment to provide for (i) new Revolving Extended Tranche Commitments in an aggregate principal amount of up to $225.0 million, and (ii) the reclassification of a portion of the existing commitments under the First Lien Revolving Credit Facility into a non-extended tranche of revolving commitments, such that the aggregate commitments under the First Lien Revolving Credit Facility after giving effect to the RCF Amendment would total $240.0 million. See “Prospectus Summary—Recent Developments” for further information. There can be no assurances that the RCF Amendment will be consummated on the terms or in the timing contemplated or at all. This offering is not conditioned on the consummation of the RCF Amendment. There are no borrowings outstanding under the First Lien Revolving Credit Facility as of the date of this prospectus.

(3) Each $1.00 increase (decrease) in the assumed initial public offering price of $25.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the as adjusted amount of each of cash and cash equivalents, additional paid-in-capital, total stockholders’ equity and total capitalization by $22.6 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares sold in this offering, as set forth on the cover page of this prospectus, would increase (decrease) the as adjusted amount of each of cash and cash equivalents, additional paid-in-capital, total stockholders’ equity and total capitalization by $23.6 million, assuming the assumed initial public offering price of $25.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and estimated offering expenses payable by us.

(4) As adjusted to reflect the conversion of our outstanding members’ units into shares of our common stock pursuant to the conversion to a Delaware corporation on January 2, 2022 and the Reorganization as well as the amendment of our outstanding equity awards to be settled in our common stock in connection with this offering rather than cash. See “Prospectus Summary—The Reorganization and Our Organizational Structure” and “Prospectus Summary—Our Corporate Information and “Notes to Condensed Consolidated Interim Financial Statements (Unaudited)-Note 17. Subsequent Events.”

The number of shares of our common stock to be outstanding after this offering excludes:

• 13,204,206 shares of our common stock reserved for future issuance under the 2022 Plan, which will become effective not later than the date the registration statement of which this prospectus forms a part is declared effective, as well as any shares of our common stock that become available pursuant to provisions in the 2022 Plan that automatically increase the share reserve under the 2022 Plan;

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• 2,287,321 shares of our common stock reserved for future issuance under the ESPP, which will become effective not later than the date the registration statement of which this prospectus forms a part is declared effective, as well as any shares of our common stock that become available pursuant to provisions in the ESPP that automatically increase the share reserve under the ESPP;

• up to 1,651,852 shares of our common stock issuable upon the exercise of options outstanding under the 2022 Plan as of June 29, 2024 with a weighted average exercise price of $21.11 per share (taking into account the automatic conversion of our Class B common stock into shares of our common stock);

• 294,752 shares of our common stock issuable upon the vesting of RSUs under the 2022 Plan outstanding as of June 29, 2024 (taking into account the automatic conversion of our Class B common stock into shares of our common stock);

• 394,875 shares of our common stock issuable upon the vesting of RSUs expected to be issued in connection with this offering to certain employees under the 2022 Plan; and

• 121,227 shares of our common stock issuable upon the exercise of options expected to be issued in connection with this offering to certain employees under the 2022 Plan.

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DILUTION

If you purchase any of the shares of our common stock offered by this prospectus, you will experience dilution to the extent of the difference between the offering price per share that you pay in this offering and our as adjusted net tangible book value per share of our common stock immediately after this offering.

Net tangible book value is total tangible assets less total liabilities, which is not included within stockholders’ equity. Tangible assets represent total assets excluding goodwill and other intangible assets. Net tangible book value per share is determined by dividing our net tangible book value by the aggregate number of shares of our common stock outstanding.

Our net tangible book value (deficit) as of June 29, 2024, on a pro forma basis for the Reorganization, was $(1.4) billion or $(15.33) per share of our common stock.

After giving further effect to (i) our sale of shares of our common stock in this offering at an assumed initial public offering price of $25.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, (ii) the application of the net proceeds from this offering as described in “Use of Proceeds” and (iii) all cash-settled stock options and RSUs becoming share-settled and reclassified as equity as described in “Notes to Condensed Consolidated Interim Financial Statements (Unaudited)-Note 17. Subsequent Events,” our pro forma as adjusted net tangible book value (deficit) as of June 29, 2024 would have been $(819.0) million, or $(7.16) per share. This represents an immediate increase in as adjusted net tangible book value of $8.17 per share to our existing stockholders and an immediate dilution of $32.16 per share to new investors purchasing shares of our common stock in this offering. Dilution in pro forma as adjusted net tangible book value represents the difference between the price per share paid by investors in this offering and our net tangible book value per share immediately after the offering.

The following table illustrates this dilution on a per share basis:

Assumed initial public offering price per share				$	25.00
Net tangible book value (deficit) per share as of June 29, 2024 on a pro forma basis for the Reorganization before this offering	$	(15.33	)
Increase in pro forma as adjusted net tangible book value per share attributable to new investors purchasing shares of our common stock in this offering		8.17
Pro forma as adjusted net tangible book value (deficit) per share after this offering				$	(7.16	)
Dilution per share to new investors purchasing shares of our common stock in this offering				$	32.16

Each $1.00 increase (decrease) in the assumed initial offering price of $25.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value by $22.6 million, or $0.20 per share, and the dilution per common share to new investors in this offering by $0.80 per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and estimated offering expenses payable by us. An increase of 1.0 million shares in the number of shares of our common stock offered by us, as set forth on the cover page of this prospectus, would increase the pro forma as adjusted net tangible book value per share by $8.44 and decrease the dilution per share to new investors by $0.27, assuming no change in the assumed initial public offering price and after deducting estimated underwriting discounts and estimated offering expenses payable by us. A decrease of 1.0 million shares in the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, would decrease the pro forma as adjusted net tangible book value per share by $7.90 and increase the dilution per share to new investors by $0.27, assuming no change in the assumed initial public offering price and after deducting underwriting discounts and estimated offering expenses payable by us.

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If the underwriters exercise their option to purchase additional shares in full, the pro forma as adjusted net tangible book value (deficit) per share of our common stock after giving effect to this offering would be ($6.22) per share, and the dilution in net tangible book value per share to investors in this offering would be $31.22 per share.

The following table summarizes, as of June 29, 2024, on a pro forma as adjusted basis, the number of shares of our common stock purchased or to be purchased from us, the total consideration paid or to be paid to us and the average price per share paid by existing stockholders or to be paid by new investors purchasing shares of our common stock in this offering at an assumed initial public offering price of $25.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting the underwriting discounts and estimated offering expenses payable by us.

	Shares Purchased					Total Consideration					Average Price Per Share
	Number		Percent			Amount		Percent
Existing stockholders		90,366,089		79	%	$	698,499,000		54	%	$	7.73
New investors		24,000,000		21	%	$	600,000,000		46	%	$	25.00
Total		114,366,089		100	%	$	1,298,499,000		100	%

Each $1.00 increase (decrease) in the assumed initial public offering price of $25.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors by $22.6 million and total consideration paid by all stockholders and average price per share paid by all stockholders by $22.6 million and $11.55 per share, respectively, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and estimated offering expenses payable by us. An increase (decrease) of 1.0 million shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors by $23.6 million and total consideration paid by all stockholders and average price per share paid by all stockholders by $23.6 million and $11.46 per share, respectively, assuming the assumed initial public offering price remains the same, and after deducting underwriting discounts and estimated offering expenses.

Except as otherwise indicated, the above discussion and tables assume the underwriters do not exercise their option to purchase additional shares in this offering. If the underwriters fully exercise their option to purchase 3,600,000 additional shares of our common stock in this offering, the pro forma as adjusted net tangible book value (deficit) would be ($6.22) per share and the dilution to new investors in this offering would be $31.22 per share.

The number of shares of our common stock to be outstanding after this offering excludes:

• 13,204,206 shares of our common stock reserved for future issuance under the 2022 Plan, which will become effective not later than the date the registration statement of which this prospectus forms a part is declared effective, as well as any shares of our common stock that become available pursuant to provisions in the 2022 Plan that automatically increase the share reserve under the 2022 Plan;

• 2,287,321 shares of our common stock reserved for future issuance under the ESPP, which will become effective not later than the date the registration statement of which this prospectus forms a part is declared effective, as well as any shares of our common stock that become available pursuant to provisions in the ESPP that automatically increase the share reserve under the ESPP;

• up to 1,651,852 shares of our common stock issuable upon the exercise of options outstanding under the 2022 Plan as of June 29, 2024 with a weighted average exercise price of $21.11 per share (taking into account the automatic conversion of our Class B common stock into shares of our common stock);

• 294,752 shares of our common stock issuable upon the vesting of RSUs under the 2022 Plan outstanding as of June 29, 2024 (taking into account the automatic conversion of our Class B common stock into shares of our common stock);

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• 394,875 shares of our common stock issuable upon the vesting of RSUs expected to be issued in connection with this offering to certain employees under the 2022 Plan; and

• 121,227 shares of our common stock issuable upon the exercise of options expected to be issued in connection with this offering to certain employees under the 2022 Plan.

To the extent any options are granted and exercised in the future, there may be additional economic dilution to new investors.

In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated annual financial statements and notes thereto for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022 and unaudited condensed consolidated interim financial statements and notes thereto for the six months ended June 29, 2024 and July 1, 2023. Some of the information included in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Our Company

We are the largest private provider of high-quality ECE in the United States by center capacity. We are a mission-driven organization, rooted in a commitment to providing all children with the very best start in life. We serve children ranging from six weeks to 12 years of age across our market-leading footprint of over 1,500 early childhood education centers with capacity for over 200,000 children and approximately 900 before- and after-school sites located in 40 states and the District of Columbia as of June 29, 2024. We believe families choose us because of our inclusive approach and our commitment to delivering every child a high-quality educational experience in a safe, nurturing, and engaging environment.

Our steadfast commitment to quality education offers an attractive value proposition to the children, families, schools, and employers we serve, driven by our market-leading scale, proprietary curriculum instructed by our talented teachers and dedication to safety, access, and inclusion. We leverage our extensive network of community-based centers, employer-sponsored programs, and before- and after-school sites to meet parents where they are, which is an important factor in the context of evolving work styles and the increasing prevalence of work-from-home or hybrid work arrangements in the U.S. We believe our proprietary curriculum helps us generate superior outcomes for children of all abilities and backgrounds. We use third-party assessment tools that consistently show children in our centers outperform their peers in other programs in readiness for kindergarten. We voluntarily seek accreditation at all of our centers and onsite programs, demonstrating our commitment to establishing best practices for our sector. Our commitment to transparent, third-party validation of the quality and impact of our offerings is a critical factor for parents when selecting a center for their children. Our culture promotes high levels of employee engagement, which we believe leads to better financial performance of our centers.

Factors Affecting Results of Operations

The following factors, among others described herein, have been important to our business and we expect them to impact our results of operations and financial condition in future periods:

• Increase revenues through improved occupancy and consistent price increases. Our future revenue growth is in part dependent on us continuing to grow revenues across our portfolio of centers. We invest in developing our brand, which has become widely recognized in the ECE market. We focus on employee engagement by developing a motivated, talented workforce to build a nurturing environment for children and strong relationships with families. Our marketing approach leverages public relations campaigns to build awareness and digital and direct marketing to create and capture demand. Also, we have optimized our website so families can educate themselves about our centers. We help families

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access public subsidies, where appropriate, to make attendance at our centers more affordable. The differentiation of our offerings provides us an opportunity to attract new families and drive enrollment and occupancy growth at our centers. Although we expect these marketing activities will increase our cost of services, we expect it to positively impact our results of operations in the future. General economic conditions, shifts in workforce demographics, and local market competition are our largest challenges in terms of future revenue growth.

Occupancy improvement: We aim to improve occupancy rates across our portfolio. Historically, we increased our average occupancy through a combination of strategic investments in technology and talent, as well as implementing best practices at our centers. We invest significant resources into our technology infrastructure to support our center and site operations and interactions with families. An analysis of occupancy data from across our centers indicates growth potential within our business. As our occupancy grows, we have an opportunity to gain further operating leverage and improve profitability as we allocate fixed costs over more enrollments. In the event our occupancy decreases, our ability to leverage fixed costs over lower enrollments is limited and may result in reduced profitability.

Pricing model designed for continued growth: We expect to implement regular price increases to support center re-investment and enhance our operational performance. Tuition increases are standard across the industry, and we view them as a reliable component of our business model. Additionally, while we expect rates to increase each year, the out-of-pocket costs paid by parents with children who continue to enroll in our programs decline on an annual basis as tuition costs decrease as children age-up (e.g., three-year olds have lower tuition costs than two-year olds). Assuming consistent enrollment across ages, tuition increases have an immediate positive impact to revenue. Our ability to achieve these tuition increases and corresponding margin impact could be negatively impacted by general economic conditions, increased competition in local markets, regional economics where strategically we may choose to focus on maintaining or growing enrollment levels, as well as inflationary pressures on wages and other expenses.

• Expand footprint through greenfield development and strategic acquisitions. Our long-term revenue growth depends on the expansion of our footprint, either through opening new greenfield centers or acquiring centers. Between fiscal 2021 and June 29, 2024, we opened 61 new greenfield centers and acquired 93 centers, including 47 centers from the acquisition of Crème School, our premium service offering. Our expansion strategy is driven by disciplined real estate evaluation capabilities which are used to actively monitor the market as well as to maintain a robust pipeline of potential new center opportunities. We have a rigorous integration approach to transition acquired centers into our portfolio. These approaches allow us to deliver a consistent level of quality, as expected by our clients and accreditors, at all of our centers in a short timeframe after acquisition or development. Given the significant fragmentation in our industry, we expect to continue to pursue acquisitions complementary to our existing portfolio. Expansion will require cash investment, but we anticipate a long-term increase in both revenue and profit.

• Develop and nurture other revenue streams and expand service offerings. Supporting services adjacent to our ECE business provide diversification and drives incremental revenue. Our B2B offerings, which include tuition benefits programs, over 70 onsite employer-sponsored centers, and over 700 employer relationships, are poised for growth as employers are increasingly recognizing the importance of supporting their employees with access to quality ECE programs. In addition to offering access to our own network of approximately 1,450 KCLC community-based centers as of June 29, 2024, we also offer dedicated center space for some employers. In the before- and after-school programs market we are actively pursuing partnerships with schools and districts for Champions sites. We currently have contracts with approximately 900 sites, a small percentage of the over 90,000 K-12 schools in the United States, providing significant opportunity to continue to grow our footprint. Additionally, we expect to either grow our presence internationally or to add brands and services that will allow us to target and serve a larger addressable population and in-turn grow our revenue.

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• Access to governmental funding and advocacy to support the ECE industry. We receive various forms of federal, state, and local governmental funding to support our operations and serve more families including reimbursements for food costs through the federal Child and Adult Food Care Program as well as grants for capital purchases, teacher compensation, and other center operating costs. In addition, we proactively work with prospective and current families to help them access public subsidy funding. As a market leader, we believe we are well positioned to advocate for continued and increased government support for the broader ECE industry, and we expect any future sources of governmental funding we secure will have a positive impact on our results of operations.

• Adapt to changes in seasonal demand for child care and other services. Enrollments at centers and before- and after-school sites are generally higher in the spring and fall back-to-school period and lower during the summer and calendar year-end holidays when families may be on vacation or utilizing alternative child care arrangements. As a result, the number of open sites may decrease at the end of the second quarter as many sites close temporarily for the summer, and revenue at centers and sites may decline during the third quarter, which overlaps with most of the summer season. To adapt to the changes in seasonal demand, centers offer summer programs and Champions offers day camps for school-age children during the summer and calendar year-end holidays.

Key Performance Metrics

Total centers and sites

We measure and track the number of centers and sites because, as our number of centers and sites grow, it highlights our geographic expansion and potential growth in revenue. We believe this information is useful to investors as an indicator of revenue growth and operational expansion and can be used to measure and track our performance over time. We define the number of centers as the number of centers at the beginning of the period plus openings and acquisitions, minus any permanent closures for the period. A permanently closed center is a center that has ceased operations as of the end of the reporting period and management does not intend on reopening the center. We define the number of sites as total sites that were operational in the last month of the period, which reflects the seasonal impacts of temporary closures at the beginning of summer. We evaluate local economic indicators, client demographics, and competition to assess the potential for new center and site additions. We also look for opportunities to negotiate favorable terms on new and existing lease agreements whenever possible. In evaluating strategic closures, we closely monitor several factors including enrollment levels, local economic indicators, client demographics, leases with near-term end dates, multiple-year negative performance, competition, and the opportunity to transition families to our nearby centers.

	June 29, 2024		July 1, 2023		December 30, 2023		December 31, 2022		January 1, 2022
Early childhood education centers		1,568		1,549		1,557		1,553		1,500
Before- and after-school sites		855		730		948		788		641
Total centers and sites		2,423		2,279		2,505		2,341		2,141

As of June 29, 2024, we had 1,568 early childhood education centers with a center capacity for 210,618 children as compared to 1,549 early childhood education centers as of July 1, 2023, with a center capacity for 211,194 children. As of December 30, 2023, we had 1,557 early childhood education centers with a center capacity for 209,998 children as compared to 1,553 early childhood education centers as of December 31, 2022, with a center capacity for 213,908 children. As of January 1, 2022, we had 1,500 early childhood education centers with a center capacity for 197,208 children.

During the six months ended June 29, 2024, total centers increased by 11 due to acquiring 15 centers and opening five centers, partially offset by nine permanent center closures. During the six months ended July 1, 2023, total

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centers decreased by four due to 12 permanent center closures, partially offset by opening six centers and acquiring two centers. As of June 29, 2024, we had 855 before- and after-school sites, an increase of 125 sites from 730 before- and after-school sites as of July 1, 2023. Total before- and after-school sites decreased by 93 during the six months ended June 29, 2024 due to closing 122 sites, primarily due to temporary closures for the summer season, partially offset by 29 site openings. Total before- and after-school sites decreased by 58 during the six months ended July 1, 2023 due to closing 113 sites, primarily due to temporary closures for the summer season, partially offset by 55 site openings.

During fiscal 2023, total centers increased by four due to acquiring 11 centers and opening 11 centers, partially offset by 18 permanent center closures. Total before- and after-school sites increased by 160 during fiscal 2023 as compared to the number of before- and after-school sites as of December 31, 2022 due to opening 220 sites, partially offset by 60 site closures.

During fiscal 2022, total centers increased by 53 due to acquiring 55 centers, including 47 centers from Crème School, acquired in October 2022, as well as opening 14 centers, partially offset by 16 permanent center closures. Total before- and after-school sites increased by 147 during fiscal 2022 as compared to the number of before- and after-school sites as of January 1, 2022 due to opening 193 sites, partially offset by 46 site closures.

Average weekly ECE FTEs

Average weekly ECE FTEs is a measure of the number of full-time children enrolled and charged tuition weekly in our centers. We calculate average weekly ECE FTEs based on weighted averages; for example, an enrolled full-time child equates to one average weekly ECE FTE, while a child enrolled for three full days equates to 0.6 average weekly ECE FTE. This metric is used by management and we believe is useful to investors as it is the key driver of revenue generated and variable costs incurred in our operations.

	Six Months Ended				Fiscal Years Ended
	June 29, 2024		July 1, 2023		December 30, 2023		December 31, 2022		January 1, 2022
Average weekly ECE FTEs		148,148		148,661		144,707		135,455		121,173

Average weekly ECE FTEs for the six months ended June 29, 2024 were relatively consistent with the six months ended July 1, 2023.

Average weekly ECE FTEs increased by 9,252, or 6.8%, for fiscal 2023 as compared to fiscal 2022 primarily due to acquired Crème School centers and increased enrollment, partially offset by closed centers.

Average weekly ECE FTEs increased by 14,282, or 11.8%, for fiscal 2022 as compared to fiscal 2021 primarily due to increased enrollment at centers that were previously impacted by the COVID-19 pandemic as well as new centers, partially offset by closed centers.

ECE same-center occupancy

ECE same-center occupancy is a measure of the utilization of center capacity. We define same-center to be centers that have been operated by us for at least 12 months as of the period end date, or in other words, centers that are starting their second year of operation. Excluded from same-centers are any closed centers at the end of the reporting period and any new or acquired centers that have not yet met the same-center criteria. Crème School centers acquired in fiscal 2022 were excluded from the same-center definition for fiscal 2022 and fiscal 2021 results. We calculate ECE same-center occupancy as the average weekly ECE same-center full-time enrollment divided by the total of the ECE same-centers’ capacity during the period. Center capacity is determined by regulatory and operational parameters and can fluctuate due to changes in these parameters, such as changing center structures to meet the demands of enrollment or changes in regulatory standards. This metric

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is used by management and we believe is useful to investors as it measures the utilization of our centers’ capacity in generating revenue.

	Six Months Ended						Fiscal Years Ended
	June 29, 2024			July 1, 2023			December 30, 2023			December 31, 2022			January 1, 2022
ECE same-center occupancy		71.0	%		72.5	%		68.9	%		68.7	%		62.5	%

ECE same-center occupancy decreased by 150 basis points for the six months ended June 29, 2024 as compared to the six months ended July 1, 2023 primarily due to the inclusion of Crème School centers acquired in fiscal 2022 in ECE same-center occupancy as of June 29, 2024, partially offset by increased enrollment at same-centers other than Crème School centers. Excluding the impact of Crème School centers, ECE same-center occupancy was 73.3% for the six months ended June 29, 2024.

ECE same-center occupancy increased by 20 basis points for fiscal 2023 as compared to fiscal 2022 primarily due to increased enrollment at centers, partially offset by the inclusion of Crème School centers acquired in fiscal 2022 in ECE same-center occupancy as of December 30, 2023. Excluding the impact of Crème School centers becoming classified as same-centers as of December 30, 2023, ECE same-center occupancy was 71.1% for fiscal 2023.

ECE same-center occupancy increased by 620 basis points for fiscal 2022 as compared to fiscal 2021 primarily due to increased enrollment at centers that were previously impacted by the COVID-19 pandemic.

ECE same-center revenue

ECE same-center revenue is revenues earned from centers that have been operated by us for at least 12 months as of the period end date and is a measure used by management to attribute a portion of our revenue to mature centers as compared to new or acquired centers. This metric is used by management and we believe is useful to investors as it highlights trends in our core operating performance and measures the potential for organic growth. The following table is in thousands.

	Six Months Ended				Fiscal Years Ended
	June 29, 2024		July 1, 2023		December 30, 2023		December 31, 2022		January 1, 2022
ECE same-center revenue	$	1,230,813	$	1,109,144	$	2,322,479	$	2,003,697	$	1,702,844

ECE same-center revenue increased by $121.7 million, or 11.0%, for the six months ended June 29, 2024 as compared to the six months ended July 1, 2023. Crème School centers, acquired in fiscal 2022 and classified as same-centers as of June 29, 2024, accounted for $63.9 million of the ECE same-center revenue growth. Additionally, $55.3 million, or 5.0%, of the ECE same-center revenue growth was driven by centers that were classified as same-centers as of both June 29, 2024 and July 1, 2023, which was partially offset by a $10.1 million decrease due to the timing of registration fee billing in the third quarter of fiscal 2024 compared to the second quarter of fiscal 2023. The remaining $12.6 million increase in ECE same-center revenue growth was driven by the net impact of new and acquired centers, other than Crème School centers, not yet classified as same-centers as of July 1, 2023 and center closures as of June 29, 2024.

ECE same-center revenue increased by $318.8 million, or 15.9%, for fiscal 2023 as compared to fiscal 2022. Crème School centers acquired in fiscal 2022 becoming classified as same-centers as of December 30, 2023 accounted for $122.0 million of the ECE same-center revenue growth. Additionally, $179.2 million, or 9.0%, of the ECE same-center revenue growth was driven by centers that were classified as same-centers as of both December 30, 2023 and December 31, 2022. The remaining $17.6 million increase was driven by the net impact of new and acquired centers in fiscal 2022, other than Crème School centers, becoming classified as same-centers as of December 30, 2023 and center closures in fiscal 2023.

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ECE same-center revenue increased by $300.9 million, or 17.7%, for fiscal 2022 as compared to fiscal 2021 primarily due to centers that had been impacted in the prior year by the COVID-19 pandemic. ECE same-center revenue growth of $252.8 million, or 15.0%, was driven by centers that were classified as same-centers as of both December 31, 2022 and January 1, 2022. The remaining $48.1 million increase was driven by the net impact of new and acquired centers in fiscal 2021 becoming classified as same-centers as of December 31, 2022 and center closures in fiscal 2022.

Components of Results of Operations

Revenue

Our revenue is derived primarily from tuition charged for providing early childhood education and care services at our centers and sites. Tuition rates are reviewed for potential adjustment once per year and increases often coincide with the fall back-to-school period. We routinely collect tuition payments in advance on either a weekly or monthly basis. The majority of tuition is paid by individual families and may be partially subsidized by amounts received from government agencies or employer sponsors. Subsidy revenue from government agencies was $457.2 million and $394.6 million during the six months ended June 29, 2024 and July 1, 2023, and $795.9 million, $698.9 million, and $667.1 million during fiscal 2023, fiscal 2022, and fiscal 2021, respectively.

In addition to tuition rates, our Learning Adventures supplemental enrichment programs, annual registration fees, and summer programs are additional sources of revenue. We charge an annual registration fee commencing at the time of enrollment and annually thereafter. Management fees for management services are received from some employer-sponsored centers and are included in revenue. We provide discounts for employees, families with multiple enrollments, referral sources, promotional marketing, and organizations with which we partner, such as our employer-sponsored centers and programs. Revenue is comprised of gross revenue less discounts.

Cost of services (excluding depreciation and impairment)

Our cost of services includes the direct costs related to the operation of our centers and sites and excludes depreciation and impairment. Cost of services consists primarily of personnel costs, rent, food, costs of operating and maintaining facilities, taxes and licenses, marketing, transportation, classroom and office supplies, and insurance. Offsetting certain center operating expenses are reimbursements from federal, state, and local agencies. Personnel costs are the largest component of cost of services. Our time management and scheduling methods enable us to adjust staffing levels for peak and reduced attendance periods, allowing us to manage labor efficiency without adversely impacting the quality of services within our centers. Regulations for state, local, and accreditation agencies require specific teacher-to-student ratios; therefore, our staffing requirements depend on the number of children in attendance, the ages of the children, and the programs in which they are enrolled. Personnel costs include our self-insurance obligation for employee medical coverage that fluctuates based on the cost of medical care, the demographics of our employees, and the extent of participation in the plans. Our large, nationwide base affords us the opportunity to leverage the costs of our system-wide programs and services.

Depreciation and amortization

Our depreciation and amortization includes depreciation relating to centers and sites, field management, and corporate facilities as well as amortization related to finance lease right-of-use assets and definite-lived intangibles, such as client relationships, trade names and trademarks, covenants not-to-compete, and software.

Selling, general, and administrative expenses

Selling, general, and administrative expenses include costs, primarily personnel related, associated with field management, corporate oversight, and support of our centers and sites. We expect selling, general, and administrative expenses to increase in future periods as a result of expenses incurred in connection with this public offering and our transition to being a public company.

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Impairment losses

Our impairment losses relate to property and equipment, operating right-of-use assets, and definite-lived intangible assets.

Interest expense

Interest expense includes long-term debt interest, gain or loss on interest rate derivatives, amortization of debt issuance costs, and financing lease interest.

Interest income

Interest income includes interest earned on cash held in interest-bearing accounts.

Other (income) expense, net

Other (income) expense, net includes sub-lease income, miscellaneous insurance proceeds, contract settlements, realized and unrealized gains and losses related to investment trust assets, and other gains and losses.

Income tax expense (benefit)

We account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future consequences of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. If we determine that, on a more likely than not basis, sufficient future taxable income would not be achieved in order to realize the deferred tax assets, we would be required to establish a full valuation allowance or increase any partial valuation allowance, which would require a charge to income tax expense for the period in which the determination was made. The ability to realize deferred tax assets depends on the ability to generate sufficient taxable income within the carryforward periods provided for in the tax law for each applicable tax jurisdiction. In assessing the need for a valuation allowance, we consider all available evidence, both positive and negative, and tax planning strategies which could be employed, if necessary, to utilize deferred tax assets.

We record uncertain tax positions on the basis of a two-step process in which we first determine whether it is more likely than not that the tax position will be sustained on the basis of the technical merits of the position, and second, for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the relevant taxing authority. Uncertain tax positions and the related interest and penalties are recognized in other long-term liabilities and income tax expense.

Factors Affecting the Comparability of our Results of Operations

As a result of certain factors, our historical results of operations may not be comparable from period to period and may not be comparable to our financial results of operations in future periods. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.

COVID-19 Related Stimulus

During 2020 and 2021, the U.S. government approved several incremental stimulus funding programs for ECE providers in response to the COVID-19 pandemic. As a result of these programs, we recognized $39.0 million and $108.3 million during the six months ended June 29, 2024 and July 1, 2023, and $181.9 million, $316.5 million, and $160.8 million during fiscal 2023, fiscal 2022, and fiscal 2021, respectively, in funding for reimbursement of center operating expenses in cost of services (excluding depreciation and impairment), as well

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as $0.1 million and $1.6 million during the six months ended June 29, 2024 and July 1, 2023, and $3.0 million, $2.0 million and $6.2 million during fiscal 2023, fiscal 2022, and fiscal 2021, respectively, in revenue arising from COVID-19 Related Stimulus. Additionally, during fiscal 2022, we recognized $5.6 million in funding for reimbursement of personnel costs to support center and site operations in selling, general, and administrative expenses. The programs funding the COVID-19 Related Stimulus are required to distribute all stimulus funding by December 31, 2024, and we do not expect future funding after that date. The variability of funding provided by COVID-19 Related Stimulus has impacted the comparability of our operating results for the periods presented, and the conclusion of the programs will have an impact on the comparability of future periods.

The Employee Retention Credit (“ERC”), established by the CARES Act and extended and expanded by several subsequent governmental acts, allows eligible businesses to claim a per employee payroll tax credit based on a percentage of qualified wages, including health care expenses, paid during calendar year 2020 through September 2021. During the fiscal year ended December 31, 2022, we applied for ERC for qualified wages and benefits paid throughout the fiscal years ended January 1, 2022 and January 2, 2021. Reimbursements of $62.0 million in cash tax refunds for ERC claimed, along with $2.3 million in interest income, were received during the fiscal year ended December 30, 2023. Due to the unprecedented nature of ERC legislation and the changing administrative guidance, not all of the ERC reimbursements received have met our recognition criteria. During the six months ended June 29, 2024, we recognized $23.4 million of ERC in cost of services (excluding depreciation and impairment), along with $0.5 million in interest income. No ERC were recognized during the six months ended July 1, 2023, or during fiscal 2023, fiscal 2022 or fiscal 2021. The timing in recognition of ERC has impacted the comparability of our operating results for the periods presented, and recognition of the remaining deferred ERC liabilities will have an impact on the comparability of future periods.

Results of Operations

We operate as a single operating segment to reflect the way our chief operating decision maker reviews and assesses the performance of the business. Our accounting policies are described in Note 1 to our audited consolidated annual financial statements included elsewhere in this prospectus. The period-to-period comparisons below of financial results are not necessarily indicative of future results. The following table sets forth our results of operations including as a percentage of revenue for the periods presented (in thousands, except where otherwise noted):

	Six Months Ended										Fiscal Years Ended
	June 29, 2024					July 1, 2023					December 30, 2023					December 31, 2022					January 1, 2022
Revenue	$	1,344,603				$	1,267,718				$	2,510,182				$	2,165,813				$	1,807,814
Costs and expenses:
Cost of services (excluding depreciation and impairment)		997,725		74.2	%		888,877		70.1	%		1,824,324		72.7	%		1,424,614		65.8	%		1,301,617		72.0	%
Depreciation and amortization		57,752		4.3	%		53,513		4.2	%		109,045		4.3	%		88,507		4.1	%		82,313		4.6	%
Selling, general, and administrative expenses		169,038		12.6	%		152,120		12.0	%		287,967		11.5	%		247,785		11.4	%		204,182		11.3	%
Impairment losses		5,883		0.4	%		5,305		0.4	%		13,560		0.5	%		15,434		0.7	%		7,302		0.4	%
Total costs and expenses		1,230,398		91.5	%		1,099,815		86.8	%		2,234,896		89.0	%		1,776,340		82.0	%		1,595,414		88.3	%
Income from operations		114,205		8.5	%		167,903		13.2	%		275,286		11.0	%		389,473		18.0	%		212,400		11.7	%
Interest expense		80,347		6.0	%		75,914		6.0	%		152,893		6.1	%		101,471		4.7	%		96,578		5.3	%
Interest income		(3,860	)	(0.3	%)		(2,538	)	(0.2	%)		(6,139	)	(0.2	%)		(2,971	)	(0.1	%)		(14	)	0.0	%
Other (income) expense, net		(3,784	)	(0.3	%)		(2,441	)	(0.2	%)		(1,393	)	(0.1	%)		3,220		0.1	%		(631	)	0.0	%
Income before income taxes		41,502		3.1	%		96,968		7.6	%		129,925		5.2	%		287,753		13.3	%		116,467		6.4	%
Income tax expense		14,718		1.1	%		25,273		2.0	%		27,367		1.1	%		68,584		3.2	%		28,058		1.6	%
Net income	$	26,784		2.0	%	$	71,695		5.7	%	$	102,558		4.1	%	$	219,169		10.1	%	$	88,409		4.9	%

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Comparison of the Six Months Ended June 29, 2024 and July 1, 2023

Revenue

	Six Months Ended				Change
	June 29, 2024		July 1, 2023		Amount		%
Early childhood education centers	$	1,246,455	$	1,188,848	$	57,607		4.8	%
Before- and after-school sites		98,148		78,870		19,278		24.4	%
Total revenue	$	1,344,603	$	1,267,718	$	76,885		6.1	%

Total revenue increased by $76.9 million, or 6.1%, for the six months ended June 29, 2024 as compared to the six months ended July 1, 2023.

Revenue from early childhood education centers increased by $57.6 million, or 4.8%, for the six months ended June 29, 2024 as compared to the six months ended July 1, 2023, of which approximately 5% was from higher tuition rates while enrollment remained relatively consistent. Revenue from early childhood education centers for the six months ended June 29, 2024 was lower by $11.2 million compared to the six months ended July 1, 2023 due to the timing of registration fee billing in the third quarter of fiscal 2024 compared to the second quarter of fiscal 2023.

The increase in revenue from early childhood education centers was driven by an increase in higher ECE same-center revenue. Excluding centers that became classified as same-centers after July 1, 2023, which primarily relates to Crème Schools, ECE same-center growth was $45.2 million. New and acquired centers not yet classified as same-centers contributed $13.4 million in revenue during the six months ended June 29, 2024.

Revenue from before- and after-school sites increased by $19.3 million, or 24.4%, for the six months ended June 29, 2024 as compared to the six months ended July 1, 2023 primarily due to opening new sites, increased tuition rates, and offering more summer day camps.

Cost of services (excluding depreciation and impairment)

	Six Months Ended				Change
	June 29, 2024		July 1, 2023		Amount		%
Cost of services (excluding depreciation and impairment)	$	997,725	$	888,877	$	108,848		12.2	%

Cost of services (excluding depreciation and impairment) increased by $108.8 million, or 12.2%, for the six months ended June 29, 2024 as compared to the six months ended July 1, 2023. This increase was primarily driven by a $69.3 million decrease in reimbursements from COVID-19 Related Stimulus recognized due to the conclusion of certain stimulus funding. The increase was also attributable to higher personnel costs of $45.0 million due to wage rate and benefits cost increases, partially offset by lower grant related bonuses. Additionally, other cost of services increased by $12.4 million primarily as a result of increased insurance costs and marketing spend, and rent expense increased $5.5 million due to acquired and new centers as well as from contractual rent increases. These increases were partially offset by $23.4 million in ERC recognized during the six months ended June 29, 2024.

Depreciation and amortization

	Six Months Ended				Change
	June 29, 2024		July 1, 2023		Amount		%
Depreciation and amortization	$	57,752	$	53,513	$	4,239		7.9	%

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Depreciation and amortization increased by $4.2 million, or 7.9%, for the six months ended June 29, 2024 as compared to the six months ended July 1, 2023. This increase was primarily due to higher depreciation expense of $4.6 million as a result of additional capital expenditures in fiscal 2023 as well as depreciation of property and equipment at acquired and new centers, partially offset by a $0.3 million decrease in amortization expense driven by intangible assets that became fully amortized in fiscal 2023.

Selling, general, and administrative expenses

	Six Months Ended				Change
	June 29, 2024		July 1, 2023		Amount		%
Selling, general, and administrative expenses	$	169,038	$	152,120	$	16,918		11.1	%

Selling, general, and administrative expenses increased by $16.9 million, or 11.1%, for the six months ended June 29, 2024 as compared to the six months ended July 1, 2023. This increase was driven by a $8.6 million increase in equity-based compensation expense as a result of the March 2024 distribution to PIU Recipients related to the 2015 Equity Incentive Plan (“PIUs Plan”), partially offset by the remeasurement of RSUs and stock options to fair value each reporting period as a result of the awards becoming liability-classified in fiscal 2023. Additionally, we incurred $5.9 million higher meetings and travel expense attributable to our field leadership summit held during the six months ended June 29, 2024 and $2.8 million in costs related to our transition to an integrated cloud-based enterprise resource planning system, primarily within computer costs, personnel costs, and professional fees.

Impairment losses

	Six Months Ended				Change
	June 29, 2024		July 1, 2023		Amount		%
Impairment losses	$	5,883	$	5,305	$	578		10.9	%

Impairment losses increased by $0.6 million, or 10.9%, for the six months ended June 29, 2024 as compared to the six months ended July 1, 2023. This increase was driven by $1.0 million higher right-of-use asset impairment from centers with lower cash flow projections during the six months ended June 29, 2024, partially offset by $0.4 million lower property and equipment impairment due to increased center closures in the prior period.

Interest expense

	Six Months Ended				Change
	June 29, 2024		July 1, 2023		Amount		%
Interest expense	$	80,347	$	75,914	$	4,433		5.8	%

Interest expense increased by $4.4 million, or 5.8%, for the six months ended June 29, 2024 as compared to the six months ended July 1, 2023. This increase was primarily driven by $9.3 million in higher interest on long-term debt as a result of entering into the incremental first lien term loan, partially offset by a $3.5 million decrease in amortization of debt issuance costs. Additionally, a gain recognized on our cash flow hedge during the six months ended June 29, 2024 resulted in $1.4 million lower interest expense.

Interest income

	Six Months Ended						Change
	June 29, 2024			July 1, 2023			Amount			%
Interest income	$	(3,860	)	$	(2,538	)	$	(1,322	)		52.1	%

Interest income increased by $1.3 million, or 52.1%, for the six months ended June 29, 2024 as compared to the six months ended July 1, 2023. This increase was primarily driven by higher cash balances held in interest-bearing accounts during the six months ended June 29, 2024.

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Other (income) expense, net

	Six Months Ended						Change
	June 29, 2024			July 1, 2023			Amount			%
Other (income) expense, net	$	(3,784	)	$	(2,441	)	$	(1,343	)		55.0	%

Other (income) expense, net increased by $1.3 million, or 55.0%, for the six months ended June 29, 2024 as compared to the six months ended July 1, 2023. This increase was primarily due to a $1.5 million gain recognized from insurance claims, partially offset by a $0.2 million net change in unrealized holding gains on our deferred compensation plan investment trust assets. See Note 1 of our audited consolidated annual financial statements included elsewhere in this prospectus for further information regarding our deferred compensation plan.

Income tax expense

	Six Months Ended				Change
	June 29, 2024		July 1, 2023		Amount			%
Income tax expense	$	14,718	$	25,273	$	(10,555	)		(41.8	)%

Income tax expense decreased by $10.6 million for the six months ended June 29, 2024 as compared to the six months ended July 1, 2023. The effective tax rate was 35.5% for the six months ended June 29, 2024 as compared to 26.1% for the six months ended July 1, 2023. The change in the effective tax rate was due to the partial release of the receivable related to uncertain tax positions as a result of ERC recognized, partially offset by the relative impact of permanent differences primarily related to equity-based compensation expense compared to current period activity during the six months ended June 29, 2024.

Comparison of the Fiscal Years Ended December 30, 2023 and December 31, 2022

Revenue

	Fiscal Years Ended				Change
	December 30, 2023		December 31, 2022		Amount		%
Early childhood education centers	$	2,345,093	$	2,053,845	$	291,248		14.2	%
Before- and after-school sites		165,089		111,968		53,121		47.4	%
Total revenue	$	2,510,182	$	2,165,813	$	344,369		15.9	%

Total revenue increased by $344.4 million, or 15.9%, for fiscal 2023 as compared to fiscal 2022.

Revenue from early childhood education centers increased by $291.2 million, or 14.2%, for fiscal 2023 as compared to fiscal 2022, of which approximately 7% was due to higher tuition rates and approximately 7% was attributable to increased enrollment.

ECE same-center revenues increased by $318.8 million, of which $179.2 million was driven by centers that were classified as same-centers as of both December 30, 2023 and December 31, 2022 and $122.0 million was driven by Crème School centers acquired in fiscal 2022 becoming classified as same-centers as of December 30, 2023. The remaining $17.6 million increase in ECE same-center revenues was due to the net impact of new and acquired centers in fiscal 2022, other than Crème School centers, becoming classified as same-centers as of December 30, 2023 and center closures in fiscal 2023. Additionally, new and acquired centers not yet classified as same-centers contributed $11.1 million in revenue during fiscal 2023, a decrease of $27.8 million from fiscal 2022 primarily due to Crème School centers acquired in fiscal 2022 becoming classified as same-centers as of December 30, 2023.

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Revenue from before- and after-school sites increased by $53.1 million, or 47.4%, for fiscal 2023 as compared to fiscal 2022 primarily related to opening new sites, offering more summer day camps, increased tuition rates, and higher enrollment.

Cost of services (excluding depreciation and impairment)

	Fiscal Years Ended				Change
	December 30, 2023		December 31, 2022		Amount		%
Cost of services (excluding depreciation and impairment)	$	1,824,324	$	1,424,614	$	399,710		28.1	%

Cost of services (excluding depreciation and impairment) increased by $399.7 million, or 28.1%, for fiscal 2023 as compared to fiscal 2022. The increase was driven by higher personnel costs, of which $152.3 million was a result of operating more centers and sites and higher enrollment, and $23.2 million was related to an increase in incremental investments in teacher wage rates to incentivize continued career growth and progress. The increase was also attributable to a $134.7 million decrease in reimbursements from COVID-19 Related Stimulus recognized due to the conclusion of certain stimulus funding. Additionally, other cost of services increased by $61.3 million as a result of operating more centers and sites combined with higher enrollment, and rent expense increased by $28.2 million due to acquired and new centers as well as from contractual rent increases.

Depreciation and amortization

	Fiscal Years Ended				Change
	December 30, 2023		December 31, 2022		Amount		%
Depreciation and amortization	$	109,045	$	88,507	$	20,538		23.2	%

Depreciation and amortization increased by $20.5 million, or 23.2%, for fiscal 2023 as compared to fiscal 2022. The increase was primarily due to higher depreciation expense of $19.6 million as a result of increased capital expenditures in fiscal 2022 as well as depreciation of property and equipment at acquired centers. Additionally, amortization expense increased by $0.9 million primarily due to amortization of acquired intangible assets.

Selling, general, and administrative expenses

	Fiscal Years Ended				Change
	December 30, 2023		December 31, 2022		Amount		%
Selling, general, and administrative expenses	$	287,967	$	247,785	$	40,182		16.2	%

Selling, general, and administrative expenses increased by $40.2 million, or 16.2%, for fiscal 2023 as compared to fiscal 2022. The increase was primarily driven by higher personnel costs of $37.0 million due to expanded headcount to support current operations and future business growth, including investments in talent related to upgrades and enhancements to business systems and transformational initiatives, as well as salary and wage rate increases. The increase was also driven by a $5.6 million decrease in reimbursements from COVID-19 Related Stimulus for personnel costs to support center operations and a $4.8 million increase in computer costs primarily due to transitioning to an integrated cloud-based enterprise resource planning system. Equity-based compensation expense increased by $2.7 million primarily due to the remeasurement of RSUs and stock options to fair value each reporting period as a result of the awards becoming liability-classified in fiscal 2023 as well as adjustments to estimated forfeitures as awards vested. These increases were partially offset by a $7.3 million decrease in closed center expense due to early lease termination fees incurred during fiscal 2022.

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Impairment losses

	Fiscal Years Ended				Change
	December 30, 2023		December 31, 2022		Amount			%
Impairment losses	$	13,560	$	15,434	$	(1,874	)		(12.1	)%

Impairment losses decreased by $1.9 million, or 12.1%, for fiscal 2023 as compared to fiscal 2022. The decrease was driven by a $2.8 million decrease in right-of-use asset impairment losses from exiting our previous corporate headquarters and relocating to a new, smaller footprint, office space as we transitioned to a hybrid working model in fiscal 2022. This decrease was partially offset by a $1.0 million increase in property and equipment impairment from centers with lower cash flow projections during fiscal 2023, net of lower property and equipment retirements.

Interest expense

	Fiscal Years Ended				Change
	December 30, 2023		December 31, 2022		Amount		%
Interest expense	$	152,893	$	101,471	$	51,422		50.7	%

Interest expense increased by $51.4 million, or 50.7%, for fiscal 2023 as compared to fiscal 2022. The increase was primarily driven by $42.2 million in higher interest on long-term debt as a result of rising interest rates, as well as a $4.4 million loss on extinguishment of debt and a $3.3 million increase in amortization of debt issuance costs as a result of our 2023 Refinancing. Additionally, amortization of the premium payment on our cash flow hedge net of payments received resulted in $1.5 million higher interest expense.

Interest income

	Fiscal Years Ended						Change
	December 30, 2023			December 31, 2022			Amount			%
Interest income	$	(6,139	)	$	(2,971	)	$	(3,168	)		106.6	%

Interest income increased by $3.2 million, or 106.6% for fiscal 2023 as compared to fiscal 2022. The increase was primarily driven by an increase in interest from higher cash balances on hand earning interest at higher rates during fiscal 2023.

Other (income) expense, net

	Fiscal Years Ended					Change
	December 30, 2023			December 31, 2022		Amount			%
Other (income) expense, net	$	(1,393	)	$	3,220	$	(4,613	)		(143.3	)%

Other (income) expense, net increased by $4.6 million, or 143.3%, for fiscal 2023 as compared to fiscal 2022 primarily due to a $7.7 million net change in unrealized holding gains on our deferred compensation plan investment trust assets, partially offset by a loss of $2.9 million recognized from a sale and leaseback transaction of three Crème School centers during fiscal 2023. See Note 1 and Note 8 of our audited consolidated annual financial statements included elsewhere in this prospectus for further information regarding our deferred compensation plan and the sale and leaseback transaction, respectively.

Income tax expense

	Fiscal Years Ended				Change
	December 30, 2023		December 31, 2022		Amount			%
Income tax expense	$	27,367	$	68,584	$	(41,217	)		(60.1	)%

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Income tax expense decreased by $41.2 million for fiscal 2023 as compared to fiscal 2022. The effective tax rate was 21.1% for fiscal 2023 as compared to 23.8% for fiscal 2022. The change in the effective tax rate was primarily due to true-ups of the 2022 tax provision, ERC liabilities, and state tax attributes, as well as an increase in federal tax credits and a decrease in the state tax rate during fiscal 2023, partially offset by the relative impact of permanent differences in both periods and the release of the remaining valuation allowance during fiscal 2022.

Comparison of the Fiscal Years Ended December 31, 2022 and January 1, 2022

Revenue

	Fiscal Years Ended				Change
	December 31, 2022		January 1, 2022		Amount		%
Early childhood education centers	$	2,053,845	$	1,740,491	$	313,354		18.0	%
Before- and after-school sites		111,968		67,323		44,645		66.3	%
Total revenue	$	2,165,813	$	1,807,814	$	357,999		19.8	%

Total revenue increased by $358.0 million, or 19.8%, for fiscal 2022 as compared to fiscal 2021.

Revenue from early childhood education centers increased by $313.4 million, or 18.0%, for fiscal 2022 as compared to fiscal 2021, of which approximately 12% was attributable to increased enrollment and approximately 6% was due to higher tuition rates.

ECE same-center revenues increased by $300.9 million, of which $252.8 million was driven by centers that were classified as same-centers as of both December 31, 2022 and January 1, 2022 and $48.1 million was driven by the net impact of new and acquired centers in fiscal 2021 becoming classified as same-centers as of December 31, 2022 and center closures in fiscal 2022. Revenue from acquired and new centers not yet classified as same-centers increased by $14.0 million primarily due to the Crème School acquisition.

Revenue from before- and after-school sites increased by $44.6 million, or 66.3%, for fiscal 2022 as compared to fiscal 2021 primarily due to higher enrollment, including at reopened schools, as well as increased tuition rates and opening new sites.

Cost of services (excluding depreciation and impairment)

	Fiscal Years Ended				Change
	December 31, 2022		January 1, 2022		Amount		%
Cost of services (excluding depreciation and impairment)	$	1,424,614	$	1,301,617	$	122,997		9.4	%

Cost of services (excluding depreciation and impairment) increased by $123.0 million, or 9.4%, for fiscal 2022 as compared to fiscal 2021. The increase was driven by an increase in personnel costs, of which $138.3 million was a result of operating more centers and sites and higher enrollment, and $62.8 million was related to incremental investments in teacher wage rates and bonuses to incentivize continued career growth and progress. Additionally, other cost of services increased by $65.0 million as a result of operating more centers and sites combined with higher enrollment, and rent expense increased by $12.6 million due to new and acquired centers as well as from contractual rent increases. These increases were partially offset by $155.8 million higher reimbursements from COVID-19 Related Stimulus recognized due to additional stimulus funding available to support the ECE industry in fiscal 2022.

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Depreciation and amortization

	Fiscal Years Ended				Change
	December 31, 2022		January 1, 2022		Amount		%
Depreciation and amortization	$	88,507	$	82,313	$	6,194		7.5	%

Depreciation and amortization increased by $6.2 million, or 7.5%, for fiscal 2022 as compared to fiscal 2021. The increase was primarily due to higher depreciation expense of $6.6 million as a result of increased capital expenditures in fiscal 2022 and the second half of fiscal 2021, partially offset by a $0.4 million decrease in amortization expense primarily as a result of a software intangible asset that became fully amortized in fiscal 2022.

Selling, general, and administrative expenses

	Fiscal Years Ended				Change
	December 31, 2022		January 1, 2022		Amount		%
Selling, general, and administrative expenses	$	247,785	$	204,182	$	43,603		21.4	%

Selling, general, and administrative expenses increased by $43.6 million, or 21.4%, for fiscal 2022 as compared to fiscal 2021. The increase was primarily driven by higher personnel costs of $20.8 million due to supporting the operations of more centers and sites, expanded headcount to support intentional investments in growth initiatives related to improving the family experience and expanding and diversifying our services, and salary and wage rate increases. Equity-based compensation increased by $9.0 million due to the issuance of equity-based awards under the 2022 Incentive Award Plan and meeting, travel, and recruiting expenses increased by $7.1 million due to resumed spending following cost-saving measures that were in place in fiscal 2020 and early fiscal 2021 in response to the COVID-19 pandemic. Additionally, lease termination fees from closed centers increased by $4.7 million and professional fees for investments in growth initiatives increased by $2.2 million. These increases were partially offset by $5.6 million in reimbursements from COVID-19 Related Stimulus for personnel costs to support center operations.

Impairment losses

	Fiscal Years Ended				Change
	December 31, 2022		January 1, 2022		Amount		%
Impairment losses	$	15,434	$	7,302	$	8,132		111.4	%

Impairment losses increased by $8.1 million, or 111.4%, for fiscal 2022 as compared to fiscal 2021. The increase was primarily driven by higher property and equipment impairment of $5.8 million from closed centers, centers with slower recovery from COVID-19, and higher asset retirements. Additionally, we incurred a $2.3 million increase in right-of-use asset impairment losses primarily due to exiting our previous corporate headquarters and relocating to a new, smaller footprint, office space as we transitioned to a hybrid working model.

Interest expense

	Fiscal Years Ended				Change
	December 31, 2022		January 1, 2022		Amount		%
Interest expense	$	101,471	$	96,578	$	4,893		5.1	%

Interest expense increased by $4.9 million, or 5.1%, for fiscal 2022 as compared to fiscal 2021. The increase was primarily driven by $14.0 million higher interest on long-term debt as a result of rising interest rates, partially offset by $9.5 million lower realized losses on cash flow hedges due to the expiration of prior cash flow hedges in December 2021.

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Interest income

	Fiscal Years Ended						Change
	December 31, 2022			January 1, 2022			Amount			%
Interest income	$	(2,971	)	$	(14	)	$	(2,957	)		21121.4	%

Interest income increased by $3.0 million, or 21,121.4%, for fiscal 2022 as compared to fiscal 2021. The increase was primarily driven by an increase in interest from higher cash balances on hand earning interest at higher rates during fiscal 2022.

Other (income) expense, net

	Fiscal Years Ended					Change
	December 31, 2022		January 1, 2022			Amount		%
Other (income) expense, net	$	3,220	$	(631	)	$	3,851		(610.3	)%

Other (income) expense, net decreased by $3.9 million, or 610.3%, for fiscal 2022 as compared to fiscal 2021 primarily due to $4.0 million in unrealized holdings loss on our deferred compensation plan investment trust assets. See Note 1 of our audited consolidated annual financial statements included elsewhere in this prospectus for further information regarding our deferred compensation plan.

Income tax expense

	Fiscal Years Ended				Change
	December 31, 2022		January 1, 2022		Amount		%
Income tax expense	$	68,584	$	28,058	$	40,526		144.4	%

Income tax expense increased by $40.5 million for fiscal 2022 as compared to fiscal 2021. The effective tax rate was 23.8% for fiscal 2022 as compared to 24.1% for fiscal 2021. The change in the effective tax rate was primarily driven by a decrease in the state tax rate for fiscal 2022.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we also provide the below non-GAAP financial measures. EBIT, EBITDA, Adjusted EBITDA, and Adjusted net income (loss) (collectively referred to as the “non-GAAP financial measures”) are not presentations made in accordance with GAAP, and should not be considered as an alternative to net income or loss, income or loss from operations, or any other performance measure in accordance with GAAP, or as an alternative to cash provided by operating activities as a measure of our liquidity. Consequently, our non-GAAP financial measures should be considered together with our consolidated financial statements, which are prepared in accordance with GAAP.

We present EBIT, EBITDA, Adjusted EBITDA, and Adjusted net income (loss) because we consider them to be important supplemental measures of our performance and believe they are useful to securities analysts, investors, and other interested parties. Specifically, Adjusted EBITDA and Adjusted net income (loss) allow for an assessment of our operating performance without the effect of charges that do not relate to the core operations of our business.

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EBIT, EBITDA, Adjusted EBITDA, and Adjusted net income (loss) have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• they do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on indebtedness;

• they do not reflect income tax expense or the cash requirements for income tax liabilities;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will have to be replaced in the future, and EBIT, EBITDA, Adjusted EBITDA, and Adjusted net income (loss) do not reflect cash requirements for such replacements;

• they do not reflect our cash used for capital expenditures or contractual commitments;

• they do not reflect changes in or cash requirements for working capital; and

• other companies, including other companies in our industry, may calculate these measures differently than we do, limiting their usefulness as comparative measures.

EBIT, EBITDA, and Adjusted EBITDA

EBIT is defined as net income adjusted for interest and income tax expense (benefit). EBITDA is defined as EBIT adjusted for depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for impairment losses, equity-based compensation, management and advisory fee expenses, acquisition related costs, non-recurring distribution and bonus expense, COVID-19 Related Stimulus, net, and other costs because these charges do not relate to the core operations of our business. We present EBIT, EBITDA, and Adjusted EBITDA because we consider them to be important supplemental measures of our performance and believe they are useful to securities analysts, investors, and other interested parties. We believe Adjusted EBITDA is helpful to investors in highlighting trends in our core operating performance compared to other measures, which can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate, and capital investments.

The following table shows EBIT, EBITDA, and Adjusted EBITDA for the periods presented, and the reconciliation to its most comparable GAAP measure, net income, for the periods presented:

	Six Months Ended						Fiscal Years Ended
	June 29,			July 1,			December 30,			December 31,			January 1,
	2024			2023			2023			2022			2022
Net income	$	26,784		$	71,695		$	102,558		$	219,169		$	88,409
Add back:
Interest expense		80,347			75,914			152,893			101,471			96,578
Interest income		(3,860	)		(2,538	)		(6,139	)		(2,971	)		(14	)
Income tax expense		14,718			25,273			27,367			68,584			28,058
EBIT	$	117,989		$	170,344		$	276,679		$	386,253		$	213,031
Add back:
Depreciation and amortization		57,752			53,513			109,045			88,507			82,313
EBITDA	$	175,741		$	223,857		$	385,724		$	474,760		$	295,344
Add back:
Impairment losses (1)		5,883			5,305			13,560			15,434			7,302
Equity-based compensation (2)		1,308			778			1,821			7,584			909
Management and advisory fee expenses (3)		2,432			2,432			4,865			4,865			4,865
Acquisition related costs (4)		16			1,095			1,182			3,296			—

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	Six Months Ended						Fiscal Years Ended
	June 29,			July 1,			December 30,			December 31,			January 1,
	2024			2023			2023			2022			2022
Non-recurring distribution and bonus expense (5)		19,287			—			—			—			—
COVID-19 Related Stimulus, net (6)		(50,775	)		(94,697	)		(150,642	)		(300,382	)		(165,448	)
Other costs (7)		6,899			7,689			9,872			2,668			18,476
Adjusted EBITDA	$	160,791		$	146,459		$	266,382		$	208,225		$	161,448

Adjusted net income (loss)

Adjusted net income (loss) is defined as net income adjusted for income tax expense (benefit), amortization of intangible assets, impairment losses, equity-based compensation, management and advisory fee expenses, acquisition related costs, non-recurring distribution and bonus expense, COVID-19 Related Stimulus, net, other costs, and non-GAAP income tax expense (benefit) because these charges do not relate to the core operations of our business. We present Adjusted net income (loss) because we consider it to be an important measure used to evaluate our operating performance internally. We believe the use of Adjusted net income (loss) provides investors with consistency in the evaluation of the Company as it offers a meaningful comparison of past, present, and future operating results, as well as a more useful financial comparison to our peers. We believe this supplemental measure can be used to assess the financial performance of our business without regard to certain costs that are not representative of our continuing operations.

The following table shows Adjusted net income (loss) for the periods presented and the reconciliation to its most comparable GAAP measure, net income, for the periods presented:

	Six Months Ended						Fiscal Years Ended
	June 29,			July 1,			December 30,			December 31,			January 1,
	2024			2023			2023			2022			2022
Net income	$	26,784		$	71,695		$	102,558		$	219,169		$	88,409
Income tax expense		14,718			25,273			27,367			68,584			28,058
Net income before income tax:	$	41,502		$	96,968		$	129,925		$	287,753		$	116,467
Add back:
Amortization of intangible assets		4,568			4,835			9,329			8,400			8,751
Impairment losses (1)		5,883			5,305			13,560			15,434			7,302
Equity-based compensation (2)		1,308			778			1,821			7,584			909
Management and advisory fee expenses (3)		2,432			2,432			4,865			4,865			4,865
Acquisition related costs (4)		16			1,095			1,182			3,296			—
Non-recurring distribution and bonus expense (5)		19,287			—			—			—			—
COVID-19 Related Stimulus, net (6)		(50,775	)		(94,697	)		(150,642	)		(300,382	)		(165,448	)
Other costs (7)		6,899			7,689			9,872			2,668			18,476
Adjusted income (loss) before income tax		31,120			24,405			19,912			29,618			(8,678	)
Adjusted income tax expense (benefit) (8)		8,032			6,299			5,139			7,741			(2,337	)
Adjusted net income (loss)	$	23,088		$	18,106		$	14,773		$	21,877		$	(6,341	)

Explanation of add backs:

(1) Impairment losses represent impairment charges for long-lived assets as a result of center closures and reduced operating performance at certain centers due to the impact of changing demographics in certain locations in which we operate and current macroeconomic conditions on our overall operations. Additionally, fiscal 2022 includes $2.8 million in impairment losses related to exiting our previous

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corporate headquarters and relocating to a new, smaller footprint, office space as we transitioned to a hybrid working model.

(2) Represents non-cash equity-based compensation expense in accordance with Accounting Standards Codification Topic 718, Compensation: Stock Compensation.

(3) Represents amounts incurred for management and advisory fees with related parties in connection with the Services Agreement, which will be terminated upon completion of this offering. See “Certain Relationships and Related Party Transactions—Services Agreement.”

(4) Represents costs incurred in connection with planned and completed acquisitions, including due diligence, transaction, integration, and severance related costs. During the periods presented, these costs were incurred related to the acquisition of Crème School.

(5) During March 2024, the Company recognized a $14.3 million one-time expense related to an advance distribution to Class B PIU Recipients. In connection with this distribution, the Company recognized a $5.0 million one-time bonus expense for RSU and stock option Participants to account for the change in value associated with the PIU distribution. We do not routinely make distributions to PIU Recipients in advance of a liquidity event or pay bonuses to RSU or stock option Participants outside of normal vesting and we do not expect to do so in the future.

(6) COVID-19 Related Stimulus, net includes expense reimbursements and revenue arising from the COVID-19 pandemic, net of pass-through expenses incurred as a result of certain grant requirements. We recognized $39.0 million and $108.3 million during the six months ended June 29, 2024 and July 1, 2023, and $181.9 million, $316.5 million, and $160.8 million during fiscal 2023, fiscal 2022, and fiscal 2021, respectively, in funding for reimbursement of center operating expenses in cost of services (excluding depreciation and impairment), as well as $0.1 million and $1.6 million during the six months ended June 29, 2024 and July 1, 2023, and $3.0 million, $2.0 million and $6.2 million during fiscal 2023, fiscal 2022, and fiscal 2021, respectively, in revenue arising from COVID-19 Related Stimulus. Additionally, during the six months ended June 29, 2024, we recognized $23.4 million of ERC offsetting cost of services (excluding depreciation and impairment) as well as $2.6 million in professional fees in selling, general, and administrative expenses as a result of calculating and filing for ERC. During fiscal 2022, we recognized $5.6 million in funding for reimbursement of personnel costs to support center and site operations in selling, general, and administrative expenses. COVID-19 Related Stimulus is net of pass-through expenses incurred as stipulated within certain grants of $9.2 million and $15.2 million during the six months ended June 29, 2024 and July 1, 2023, and $34.3 million, $23.7 million and $1.6 million during fiscal 2023, fiscal 2022, and fiscal 2021, respectively.

(7) Other costs include certain professional fees incurred for both contemplated and completed debt and equity transactions, as well as costs expensed in connection with prior contemplated offerings. For the six months ended June 29, 2024, other costs includes $2.9 million in transaction costs associated with our incremental first lien term loan and repricing on our Senior Secured Credit Facilities and $1.4 million in costs related to this offering. For the six months ended July 1, 2023, other costs includes $6.3 million in transaction costs associated with the 2023 Refinancing. For fiscal 2023, other costs include $6.3 million in transaction costs associated with the 2023 Refinancing and a $2.9 million loss on a sale and leaseback transaction. For fiscal 2022 and 2021, other costs include $2.7 million and $18.5 million, respectively, in costs related to our prior contemplated offering. These costs represent items management believes are not indicative of core operating performance.

(8) Income tax adjustments include the tax effect of the non-GAAP adjustments, calculated using the appropriate statutory tax rate for each adjustment. The non-GAAP tax rate was 25.8% for both the six months ended June 29, 2024 and July 1, 2023. The non-GAAP tax rates were 25.8%, 26.1%, and 26.9% for fiscal 2023, fiscal 2022, and fiscal 2021, respectively. Our statutory rate is re-evaluated at least annually.

Unaudited Quarterly Results of Operations Data

The following table sets forth our unaudited quarterly condensed consolidated statements of operations data for each of the quarters indicated. The information for each quarter has been prepared on a basis consistent with our

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audited consolidated annual financial statements, and reflects, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair statement of the financial information presented. Our historical results are not necessarily indicative of the results that may be expected in the future. The following quarterly financial data (in thousands) should be read in conjunction with our audited consolidated annual financial statements and unaudited condensed consolidated interim financial statements included elsewhere in this prospectus.

	Three Months Ended
	June 29,			March 30,			December 30,			September 30,			July 1,			April 1,			December 31,			October 1,
	2024			2024			2023			2023			2023			2023			2022			2022
Revenue	$	689,933		$	654,670		$	617,996		$	624,468		$	655,099		$	612,619		$	575,212		$	548,429
Costs and expenses:
Cost of services (excluding depreciation and impairment)		500,031			497,694			467,025			468,422			446,492			442,385			404,361			391,814
Depreciation and amortization		29,212			28,540			28,463			27,069			26,920			26,593			25,731			21,409
Selling, general, and administrative expenses		78,583			90,455			67,370			68,477			81,586			70,534			71,543			59,186
Impairment losses		1,521			4,362			6,479			1,776			2,844			2,461			3,707			5,395
Total costs and expenses		609,347			621,051			569,337			565,744			557,842			541,973			505,342			477,804
Income from operations		80,586			33,619			48,659			58,724			97,257			70,646			69,870			70,625
Interest expense		43,927			36,420			38,528			38,451			40,925			34,989			31,136			26,309
Interest income		(1,752	)		(2,108	)		(2,020	)		(1,581	)		(1,434	)		(1,104	)		(1,461	)		(1,440	)
Other (income) expense, net		(500	)		(3,284	)		332			716			(550	)		(1,891	)		(1,431	)		841
Income before income taxes		38,911			2,591			11,819			21,138			58,316			38,652			41,626			44,915
Income tax expense (benefit)		10,376			4,342			(3,008	)		5,102			15,145			10,128			6,081			11,748
Net income (loss)	$	28,535		$	(1,751	)	$	14,827		$	16,036		$	43,171		$	28,524		$	35,545		$	33,167

Liquidity and Capital Resources

Our primary sources of cash are cash provided by operations, current cash balances, and borrowings available under the First Lien Revolving Credit Facility. Our principal uses of cash are payments of our operating expenses, such as personnel salaries and benefits, debt service, rents paid to landlords, and capital expenditures.

We expect to continue to meet our liquidity requirements for at least the next 12 months under current operating conditions with cash generated from operations, cash on hand, and to the extent necessary and available, through borrowings under the Credit Agreement. If the need arises for additional expenditures, we may seek additional funding. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under “Risk Factors.” We will also incur significant expenses as a public company that we have not incurred as a private company, including costs associated with public company reporting requirements of the Exchange Act, as well as the corporate governance standards of the Sarbanes-Oxley Act and the New York Stock Exchange. In the future, we may attempt to raise additional capital through the sale of equity

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securities or debt financing arrangements. Any future indebtedness we incur may result in terms that could be unfavorable to equity investors. We cannot provide assurance that we will be able to raise additional capital in the future on favorable terms, or at all. Any inability to raise capital could adversely affect our ability to achieve our business objectives.

Debt facilities

We refinanced our Old Credit Facilities in June 2023 by entering into the Credit Agreement, which consists of a $1,325.0 million first lien term loan and a $160.0 million First Lien Revolving Credit Facility.

In March 2024, we entered into an amendment to the Credit Agreement for a $265.0 million incremental first lien term loan. The amendment increased the required quarterly principal payments on the First Lien Term Loan Facility to $4.0 million from $3.3 million, beginning with the payment due for the quarter ended March 30, 2024. All other terms under the Credit Agreement remained unchanged.

In April 2024, we entered into a repricing amendment to the Credit Agreement for the First Lien Term Loan Facility and the First Lien Revolving Credit Facility, including fees on the outstanding balance of letters of credit. As of the effective date of the amendment, the First Lien Term Loan Facility bears interest at a variable rate equal to SOFR plus 4.50% per annum. Additionally, as of the effective date of the amendment, amounts drawn under the First Lien Revolving Credit Facility bear interest at SOFR plus an applicable rate between 4.00% and 4.50% per annum, and fees on the outstanding balance of letters of credit bear interest at an applicable rate between 4.00% and 4.50% per annum, based on a pricing grid of our First Lien Term Loan Facility net leverage ratio. All other terms under the Credit Agreement remained unchanged.

As of June 29, 2024, there were no outstanding borrowings under the First Lien Revolving Credit Facility and $55.8 million of outstanding letters of credit.

The interest rate effective as of June 29, 2024 was 9.83% on the First Lien Term Loan Facility, 4.00% on outstanding letters of credit, and 0.25% on the unused portion of the First Lien Revolving Credit Facility.

The weighted average interest rate during the six months ended June 29, 2024 for the First Lien Term Loan Facility was 10.14%.

All obligations under the Credit Agreement are secured by substantially all of our assets. The Credit Agreement contains various financial and nonfinancial loan covenants and provisions.

Under the Credit Agreement the financial loan covenant is a quarterly maximum First Lien Term Loan Facility net leverage ratio (as defined in the Credit Agreement) to be tested only if, on the last day of each fiscal quarter, the amount of revolving loans outstanding on the First Lien Revolving Credit Facility (excluding all letters of credit) exceeds 35% of total revolving commitments on such date. As this threshold was not met as of June 29, 2024 the quarterly maximum First Lien Term Loan Facility net leverage ratio financial covenant was not in effect. Nonfinancial loan covenants restrict our ability to, among other things, incur additional debt; make fundamental changes to the business; make certain restricted payments, investments, acquisitions, and dispositions; or engage in certain transactions with affiliates.

The First Lien Term Loan Facility matures in June 2030 and the First Lien Revolving Credit Facility matures in June 2028.

As of June 29, 2024, we were in compliance with all covenants of the Credit Agreement.

In February 2024, we entered into the LOC Agreement, which allows for $20.0 million in letters of credit to be issued. We pay an interest rate of 5.95% on any outstanding balance and 0.25% on any unused portion. The LOC

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Agreement matures in December 2026. Upon entering into the LOC Agreement, we issued $20.0 million in letters of credit and cancelled $16.7 million of outstanding letters of credit under the First Lien Revolving Credit Facility.

As of June 29, 2024, there were $20.0 million outstanding letters of credit under the LOC Agreement.

Substantially concurrently with the consummation of this offering, KUEHG intends to enter into the RCF Amendment to provide for (i) a new extended tranche of Revolving Extended Tranche Commitments in an aggregate principal amount of up to $225.0 million, and (ii) the reclassification of a portion of the existing commitments under the First Lien Revolving Credit Facility into a non-extended tranche of Revolving Non-Extended Tranche Commitments, such that the aggregate commitments under the First Lien Revolving Credit Facility after giving effect to the RCF Amendment would total $240.0 million. The aggregate principal amount of the Revolving Extended Tranche Commitments is expected to be up to $225.0 million, which includes up to $145.0 million of revolving commitments from certain of the existing lenders under the First Lien Revolving Credit Facility, plus up to $80.0 million of new commitments from new and existing revolving lenders. The Revolving Extended Tranche Commitments are expected to have an extended maturity date of the earlier of the date that is (i) 5 years after the effective date of the RCF Amendment, or (ii) if, on the date that is ninety-one (91) days prior to the original term loan maturity date of June 12, 2030, all or any portion of the initial term loans remain outstanding, the date that is ninety-one (91) days prior to the original term loan maturity date. KEUHG is expected to pay revolving lenders participating in the extension a fee equal to 0.25% of the Revolving Extended Tranche Commitment of such lender on the effective date of the RCF Amendment. The maturity date of the Non-Extended Tranche Commitments remains June 12, 2028. The RCF Amendment is also expected to increase the letter of credit sublimit to up to $172.5 million from $115.0 million. There can be no assurances that the RCF Amendment will be consummated on the terms or in the timing contemplated or at all. This offering is not conditioned on the consummation of the RCF Amendment. There are no borrowings outstanding under the First Lien Revolving Credit Facility as of the date of this prospectus.

We do not engage in off-balance sheet financing arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

See Note 9 of our unaudited condensed consolidated interim financial statements included elsewhere in this prospectus for further information regarding our debt facilities.

Cash flows

The following table summarizes our cash flows (in thousands) for the periods presented:

	Six Months Ended						Fiscal Years Ended
	June 29, 2024			July 1, 2023			December 30, 2023			December 31, 2022			January 1, 2022
Cash provided by operating activities	$	70,053		$	237,143		$	303,540		$	341,609		$	183,295
Cash used in investing activities		(65,800	)		(63,967	)		(117,660	)		(299,729	)		(80,153	)
Cash (used in) provided by financing activities		(64,862	)		(126,289	)		(134,937	)		(117,659	)		20,871
Net change in cash, cash equivalents, and restricted cash		(60,609	)		46,887			50,943			(75,779	)		124,013
Cash, cash equivalents, and restricted cash at beginning of period		156,412			105,469			105,469			181,248			57,235
Cash, cash equivalents, and restricted cash at end of period	$	95,803		$	152,356		$	156,412		$	105,469		$	181,248

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Net cash provided by operating activities

Cash provided by operating activities decreased by $167.1 million for the six months ended June 29, 2024 as compared to the six months ended July 1, 2023. Net income, adjusted for non-cash items, decreased by $34.2 million primarily due to lower cost reimbursements from COVID-19 Related Stimulus recognized, partially offset by revenue growth. The net changes in operating assets and liabilities resulted in a $132.9 million decrease in cash primarily due to deferred recognition of ERC and collections on grants receivable during the six months ended July 1, 2023.

Cash provided by operating activities decreased by $38.1 million for fiscal 2023 as compared to fiscal 2022. Net income, adjusted for non-cash items, decreased by $136.4 million primarily due to lower cost reimbursements from COVID-19 Related Stimulus recognized, partially offset by revenue growth from higher tuition rates and increased enrollment at centers and sites. The net changes in operating assets and liabilities resulted in a $98.3 million increase in cash primarily due to deferred recognition of ERC and collections on grants receivable, partially offset by a decrease in grants received but not yet recognized.

Cash provided by operating activities increased by $158.3 million for fiscal 2022 as compared to fiscal 2021. Net income, adjusted for non-cash items, increased by $161.4 million primarily due to higher enrollment, tuition rate increases, operating more centers and sites, and recognizing more cost reimbursements from COVID-19 Related Stimulus, partially offset by intentional investments in growth initiatives, including investment in teacher compensation and improving the family experience through enhancements to digital platforms, as well as expanding and diversifying our services. The net changes in operating assets and liabilities resulted in a $3.1 million decrease in cash primarily due to higher income tax payments and higher bonus payouts, partially offset by higher grants received but not yet recognized.

Net cash used in investing activities

Cash used in investing activities increased by $1.8 million for the six months ended June 29, 2024 as compared to the six months ended July 1, 2023. The increase was driven by $6.7 million in higher payments for acquisitions, partially offset by $4.6 million in lower capital expenditures.

Cash used in investing activities decreased by $182.1 million for fiscal 2023 as compared to fiscal 2022. The decrease was driven by $147.4 million in lower payments for acquisitions primarily related to the acquisition of Crème School during fiscal 2022, $25.9 million in proceeds received from a sale and leaseback transaction in fiscal 2023, and $10.4 million in lower capital expenditures.

Cash used in investing activities increased by $219.6 million for fiscal 2022 as compared to fiscal 2021. The increase was driven by $143.5 million in higher payments for acquisitions, primarily related to the acquisition of Crème School, as well as $72.5 million in higher capital expenditures, of which $56.6 million relates to investing additional cash available from COVID-19 Related Stimulus in growth initiatives to improve the family experience through enhancements to digital platforms and centers, with the remaining change due to resumed spending after cost-cutting measures taken during the COVID-19 pandemic.

Net cash (used in) provided by financing activities

Cash (used in) provided by financing activities decreased by $61.4 million for the six months ended June 29, 2024 as compared to the six months ended July 1, 2023. The decrease was primarily due to the $264.3 million in proceeds from the issuance of the incremental first lien term loan during the six months ended June 29, 2024 as well as the $115.8 million net impact of the 2023 Refinancing during the six months ended July 1, 2023. These decreases were partially offset by the $320.0 million March 2024 distribution to KC Parent during the six months ended June 29, 2024.

Cash (used in) provided by financing activities increased by $17.3 million for fiscal 2023 as compared to fiscal 2022. The increase was primarily due to the $115.8 million net impact of the 2023 Refinancing as well as

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$10.2 million in contingent consideration paid. These increases were partially offset by fiscal 2022 payments including a $72.7 million repurchase of common stock and a $20.0 million partial extinguishment of the second lien term loans under the Old Credit Facilities. Additionally, repayments of promissory notes decreased by $12.0 million due to not financing our insurance premiums in fiscal 2023 and repayments of long-term debt decreased by $5.5 million driven by timing of principal payments under our Credit Agreement.

Cash (used in) provided by financing activities increased by $138.5 million for fiscal 2022 as compared to fiscal 2021. The increase was due to a $72.7 million repurchase of common stock, a $20.0 million partial extinguishment of the second lien term loans under the Old Credit Facilities, and $13.0 million in higher repayments of promissory notes. Additional drivers contributing to the change were a $23.3 million contribution received from KC Parent, LLC (subsequently converted to KC Parent, LP) and $8.8 million higher issuances of promissory notes during fiscal 2021.

Cash requirements

As of June 29, 2024, we have cash requirements for leases, long-term debt payments and other liabilities. For lease related information, see Note 7 of our unaudited condensed consolidated interim financial statements included elsewhere in this prospectus.

As of June 29, 2024, we have the following obligations:

• Long-term debt obligations, including interest, of $2.5 billion are expected to be paid out as follows: $45.8 million for the remainder of 2024, $374.2 million in two to three years, $323.9 million in four to five years, and $1.7 billion thereafter through June 2030 when the First Lien Term Loan Facility matures.

• Self-insurance obligations of $65.3 million are expected to be paid out as claims are settled and cash outflows cannot be estimated reliably.

• Deferred compensation plan of $34.5 million is expected to be paid out based on the individual plan participant and cash outflows cannot be estimated reliably.

• Promissory notes, including interest, of $0.9 million are expected to be paid out as follows: $0.2 million for the remainder of 2024, $0.6 million in two to three years, and $0.1 million in four to five years.

• Other liabilities of $3.7 million is comprised of various payables expected to be paid out based on the contractual terms.

• Service arrangements which include certain information technology, labor software, and maintenance services of $55.9 million are expected to be paid out as follows: $14.8 million for the remainder of 2024, $16.5 million in two to three years, $7.2 million in four to five years, and $17.4 million thereafter.

Certain agreements may have cancellation penalties for which, if we were to cancel, we would be required to pay up to approximately $4.8 million. Other cancellation penalties cannot be estimated as we cannot predict the occurrence of future agreement cancellations. See Note 11 and Note 14 of our audited consolidated annual financial statements included elsewhere in this prospectus for additional detail related to our contractual obligations.

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Critical Accounting Estimates and Significant Judgments

The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect our consolidated financial statements and accompanying notes. Amounts recorded in our consolidated financial statements are, in some cases, estimates based on our management’s judgment and input from actuaries and other third parties and are developed from information available at the time. We evaluate the appropriateness of these estimates on an ongoing basis. Actual outcomes may vary from the estimates, and changes, if any, are reflected in current period earnings.

The accounting policies that we believe are critical in the preparation of our consolidated financial statements are described below. For a description of our other significant accounting policies, see Note 1 in both our audited consolidated annual financial statements and in our unaudited condensed consolidated interim financial statements included elsewhere in this prospectus.

Revenue Recognition

Our revenue is derived primarily from tuition charged for providing early childhood education and care services. Based on past practices and client specific circumstances, we grant price concessions to clients that impact the total transaction price. These price concessions represent variable consideration. We estimate variable consideration using the expected value method, which includes our historical experience with similar clients and the current macroeconomic conditions. We constrain the estimate of variable consideration to ensure that it is probable that significant reversal in the amount of cumulative revenue recognized will not occur in a future period when the uncertainty related to the variable consideration is subsequently resolved.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of consideration transferred over the fair value of the identifiable net assets of businesses acquired. Indefinite-lived intangible assets consist of various trade names.

We test goodwill and indefinite-lived intangible assets for impairment on an annual basis in the fourth quarter or more frequently if impairment indicators exist. We may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit or an indefinite-lived intangible asset is less than its carrying amount. If, after assessing the totality of events and circumstances, we determine that it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is greater than its carrying amount, the quantitative impairment test is unnecessary.

If the quantitative impairment test is required, goodwill is tested for impairment by determining if reporting unit carrying values exceed their fair values. Fair value is estimated using an income approach model based on the present value of expected future cash flows utilizing a risk adjusted discount rate. The discount rate represents the weighted average cost of capital, which is reflective of a market participant’s view of fair value given current market conditions, expected rate of return, capital structure, debt costs, and peer company comparisons. The discount rate is believed to adequately reflect the overall inherent risk and uncertainty involved in the operations and industry. The cash flows that extend beyond the final year of the discounted cash flow model are estimated using a terminal value technique, whereby the estimated operating cash flows minus capital expenditures are adjusted for changes in working capital in the final year of the model and discounted by the risk-adjusted discount rate to establish the terminal value. The present value of the terminal value is included in the fair value estimate. If the carrying amount of the reporting unit exceeds fair value, an impairment charge will be recognized in an amount equal to that excess. There was no impairment of goodwill during both the six months ended June 29, 2024 and July 1, 2023, as well as fiscal 2023, fiscal 2022, and fiscal 2021.

If a quantitative fair value measurement calculation is required for indefinite-lived intangible assets, we utilize the relief-from-royalty method for indefinite-lived trade names. The relief-from-royalty method assumes trade names have value to the extent their owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires us to estimate the future revenue for the related brands, the appropriate royalty

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rate, and the weighted average cost of capital. If the net book values of the assets exceed fair value, an impairment charge will be recognized in an amount equal to that excess. There was no impairment of indefinite-lived intangible assets during both the six months ended June 29, 2024 and July 1, 2023, as well as fiscal 2023, fiscal 2022, and fiscal 2021.

The determination of fair value requires management to apply significant judgment in formulating estimates and assumptions. These estimates and assumptions primarily include forecasts of future cash flows based on management’s best estimate of future sales and operating costs, capital expenditures, working capital, discount rates, growth rates, and general market conditions. As a result of the inherent uncertainty associated with formulating these estimates, actual results could differ from those estimates.

Long-Lived Assets

Long-lived assets consist of lease right-of-use assets, property and equipment, and definite-lived intangible assets. Definite-lived intangible assets consist of trade names and trademarks, client relationships, accreditations, proprietary curricula, internally developed software, and covenants not-to-compete. We review and evaluate the carrying value and remaining useful lives of long-lived assets whenever events or changes in circumstances require impairment testing and/or a revision to the remaining useful life. If this review indicates a potential impairment, we would assess the recoverability of the asset by determining if the carrying value of the asset exceeds the sum of future undiscounted cash flows that could be generated by the asset. Such cash flows consider factors such as expected future operating income and historical trends, as well as the effects of potential management changes or increased marketing support. Impairment of property and equipment may not be appropriate under certain circumstances, such as a new or maturing center, recent or anticipated center management turnover, or an unusual, nonrecurring expense impacting the cash flow projection. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the asset over its estimated fair value based on estimated future discounted cash flows including disposition sales proceeds, if applicable. We typically estimate fair value of the asset group using discounted cash flows which are based on unobservable inputs including future cash flow projections and discount rate assumptions. In addition, the discounted cash flows model for right-of-use assets incorporates market-based inputs including as-is market rents. As a result of the inherent uncertainty associated with formulating these estimates, actual results could differ from those estimates. Impairment of right-of-use assets was $2.1 million and $1.2 million for the six months ended June 29, 2024 and July 1, 2023, and impairment of property and equipment was $3.7 million and $4.1 million for the six months ended June 29, 2024 and July 1, 2023, respectively. Impairment of right-of-use assets was $2.2 million, $5.0 million, and $2.6 million for fiscal 2023, fiscal 2022, and fiscal 2021, and impairment of property and equipment was $11.4 million, $10.4 million, and $4.7 million for fiscal 2023, fiscal 2022, and fiscal 2021, respectively. There was no impairment of definite-lived intangible assets during both the six months ended June 29, 2024 and July 1, 2023, as well as fiscal 2023, fiscal 2022, and fiscal 2021.

Self-Insurance Obligations

We are self-insured for certain levels of workers’ compensation, employee medical, general liability, auto, property, and other insurance coverage. Insurance claim liabilities represent our estimate of retained risks. We purchase coverage at varying levels to limit our potential future losses, including stop-loss coverage for certain exposures. The nature of these liabilities may not fully manifest for several years. We retain a substantial portion of the risk related to certain workers’ compensation, general liability, and medical claims. Liabilities associated with these losses include estimates of both filed claims and incurred but not yet reported (“IBNR”) claims.

On a quarterly basis, we review our obligations for claims and adjust as appropriate. As part of this evaluation, we periodically review the status of existing and new claim obligations as established by internal and third-party claims administrators and an independent third-party actuary. Self-insurance obligations are accrued on an undiscounted basis based on estimates for known claims and estimated IBNR claims. The estimates require significant management judgment and are developed utilizing standard actuarial methods and are based on

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historical claims experience and actuarial assumptions, including loss rate and loss development factors. Changes in assumptions such as loss rate and loss development factors, as well as changes in actual experience, could cause these estimates to change.

While we believe that the amounts accrued for these obligations are sufficient, any significant increase in the number of claims and/or costs associated with claims made under these programs could have a material effect on our financial position and results of operations.

Equity-Based Compensation

We account for PIUs, stock options, and RSUs (collectively, “equity-based compensation awards”) granted to employees, officers, managers, directors, and other providers of services by measuring the fair value of the equity-based compensation awards and recognizing the resulting expense, net of estimated forfeitures, over the requisite service period during which the grantees are required to perform service in exchange for the equity-based compensation awards, which varies based on award-type. The requisite service period is reduced for the awards that provide for continued vesting upon retirement if any of the grantees are retirement eligible at the date of grant or will become retirement eligible during the vesting period. Equity-based compensation expense is only recognized for PIUs subject to performance conditions if it is probable that the performance condition will be achieved. In fiscal 2023, the plan related to stock options and RSUs was amended to provide for cash settlement of all awards granted under the plan. As a result, stock options and the previously 50% share-settled RSUs were remeasured at fair value and reclassified as liabilities at the modification date. All stock options and RSUs are liability-classified and are subject to remeasurement at fair value each reporting period following the modification date with cash settlements paid to participants as the RSUs vest and stock options are exercised. The estimated number of awards that will ultimately vest and the fair value at which stock options and RSUs will be cash-settled requires judgment, and to the extent actual results, or updated estimates, differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period actual results are realized or estimates are revised.

We estimate the fair value of PIUs on the grant dates using the Monte Carlo option-pricing model. Additionally, we estimate the fair value of stock options on the grant dates using the Black-Scholes option-pricing model. The determination of the fair value of PIUs and stock options using these option-pricing models is affected by a number of complex and subjective assumptions. These assumptions include, but are not limited to, the fair value of total equity or common stock, the expected term of the awards, the expected stock price volatility over the term of the awards, risk-free interest rate, and dividend yield.

Fair value: As there has been no public market for our equity until the completion of the offering by this prospectus, the Company had estimated the fair value of its common stock as discussed in the section titled “Common Stock Valuations” below.

Expected term: We calculate the expected term of PIUs based on the expected time to a liquidity event. We calculate the expected term of stock options using the simplified method, which is the simple average of the vesting period and the contractual term. The simplified method is applied as we have insufficient historical data to provide a reasonable basis for an estimate of the expected term.

Expected volatility: As we have been privately held since inception, there is no specific historical or implied volatility information available. Accordingly, we estimate the expected volatility on the historical stock volatility of a group of similar companies that are publicly traded over a period equivalent to the expected term of the PIUs and stock options.

Risk free interest rate: The risk-free interest rate is based on the U.S. constant maturity rates with remaining terms similar to the expected term of the PIUs and stock options.

Expected dividend yield: We do not expect to declare a dividend to shareholders in the foreseeable future.

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Common Stock Valuations

As there has been no public market for our equity until the completion of the offering by this prospectus, the estimated fair value of our common stock underlying our equity-based compensation awards has been determined by our board of directors, with input from management, based on valuations prepared by an independent third-party valuation firm. These third-party valuations were performed using generally accepted valuation approaches for determining the equity value, specifically income and market approaches. The income approach utilizes the discounted cash flow method, which establishes the value of an enterprise based on the present value of future cash flows that are reasonably reflective of our future operations, discounting to the present value with an appropriate risk adjusted discount rate or capitalization rate. The market approaches assume the value of an asset is equal to the value of a substitute asset with similar characteristics and can include the guideline public company method and guideline acquisitions method. Weightings applied to each method to determine the fair value of the equity are adjusted over time to reflect the merits and shortcomings of each method. The concluded total equity value for the Company determined using the above mentioned methods is allocated to the individual classes of equity.

In accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, we considered the various methods for allocating the enterprise value to determine the fair value of our common stock at the applicable valuation date. Based on the specific rights and preferences of the underlying share classes, we allocate the value to the respective share classes utilizing a Monte Carlo simulation (“MCS”) method, under which potential future equity values at an expected liquidity date are simulated and then allocated based on the contractual waterfall between the classes of shares. The main inputs into the MCS model are the underlying equity being allocated, the expected timing of a liquidity event, the expected volatility and the risk-free rate of return. A discount for lack of marketability is applied to the result of the equity allocation method. Application of these approaches involves the use of estimates, judgments, and assumptions that are complex and subjective, such as those regarding assigning weights to the various methodologies, preparation of financial forecasts, determination of discount rates, selection of comparable companies and market multiples, assumptions for volatility, and the probability of possible future events (such as time to potential exit based on an IPO or acquisition of the Company).

In addition, our board of directors, with input from management, considered various objective and subjective factors to determine the fair value of common stock, including, but not limited to:

• our results of operations and financial position, including our levels of available capital resources;

• our stage of development and material risks related to our business;

• our business conditions and projections;

• the valuation of publicly traded com