KinderCare Learning Companies, Inc. filed an 8-K on August 14, 2026, disclosing that its subsidiary KinderCare Education LLC entered into an Amended and Restated Fifth Amendment to its Master Lease Agreement, effective August 11, 2026, covering 545 center sites.

Key Highlights

  • Scope: The amended lease covers 545 center sites divided into six schedules under a Master Lease Agreement originally dated August 1, 2015.
  • Schedule 1 spinoff: 13 sites from Schedule 1 were transferred to an affiliate landlord, KCP RE II LLC, under a new master lease expiring December 31, 2029.
  • Staggered expirations: Lease terms for the remaining sites range from December 31, 2033 (Schedule 2, 51 sites) to December 31, 2042 (Schedule 6, 30 sites).
  • Escalation cap raised: The "Escalation Percentage" for annual rent adjustments was changed to the lesser of 12.5% (up from the previous 10%) or the applicable "Index Increase."
  • Extension options: Schedules 4, 5, and 6 each carry one five-year term extension option applicable to all, but not less than all, sites in that schedule; Schedules 2 and 3 have no extension options.
  • Rent reduction mechanism: As of the expiration or removal of any site, the annual rent payable under the agreement will be reduced by the amount allocated to that site.

KinderCare Education Restructures Long-Term Lease Terms Across Six Site Schedules

According to the filing, KinderCare Education LLC, a wholly-owned subsidiary of KinderCare Learning Companies, Inc. (NYSE:KLC), is a tenant under a Master Lease Agreement with landlord KCP RE LLC. The original agreement, dated August 1, 2015, covers 545 center sites. An initial Fifth Amendment was signed on April 8, 2026, but was contingent on the landlord's repayment and release of a mortgage loan tied to a refinancing. Before that condition was met, the parties executed the Amended and Restated Fifth Amendment ("A&R Fifth Amendment") as of and effective August 11, 2026, which the filing states "amends, restates and supersedes the Fifth Amendment in its entirety."

The A&R Fifth Amendment reorganizes the 545 sites into six schedules. The 13 Schedule 1 sites were transferred to KCP RE II LLC, an affiliate of the original landlord, under a new master lease with the same annual rent and a term ending December 31, 2029. For the 51 Schedule 2 sites, leases expire December 31, 2033, with no extension options. The 37 Schedule 3 sites expire December 31, 2036, also with no extensions. Schedules 4 (177 sites), 5 (237 sites), and 6 (30 sites) expire on December 31, 2038, December 31, 2040, and December 31, 2042, respectively, each with one five-year extension option for all sites within the schedule collectively.

The filing also discloses a change to how annual rent escalations are calculated. The "Escalation Percentage" is now defined as the lesser of 12.5%, raised from the previous 10%, or the applicable "Index Increase," applied on the relevant adjustment dates specific to each schedule. The full text of the A&R Fifth Amendment was filed as Exhibit 10.1, though certain schedules, annexes, or exhibits were omitted pursuant to Item 601(a)(5) of Regulation S-K.

What Was Disclosed

KinderCare Learning Companies disclosed a restructured master lease amendment effective August 11, 2026, reorganizing 545 center sites into six schedules with staggered expiration dates through 2042 and an updated rent escalation cap of 12.5%, up from 10%.