KLC on NYSE

KinderCare Learning Companies, Inc.

American child day care services company, incorporated in Delaware1

In its 2026 annual report the company says: “KinderCare Learning Companies, Inc. is a leading private provider of high-quality early education and child care services in the United States. We serve children ranging from six weeks to 12 years of age across our footprint. We operate a national network of community-based centers, employer-sponsored programs and before- and after-school sites.”5 It is headquartered in Lake Oswego, Oregon.1 Its shares trade on NYSE under the symbol KLC.1

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Last updated Oct 21, 2026.

Overview

$2.7BRevenue, fiscal 20262
-$112.9MNet income, fiscal 20262

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  • TickerKLC on NYSE1
  • IndustryServices-Child Day Care Services1
  • HeadquartersLake Oswego, Oregon1
  • Incorporated inDE3
  • Business address5005 Meadows Road, Lake Oswego, Or 970353
  • Filer categoryAccelerated filer3

KinderCare Learning Companies, Inc. (the "Company," "KinderCare," "we," "us" and "our") is a leading private provider of high-quality early education and child care services ("ECE") in the United States. 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 footprint.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

-0.7%Operating margin2
-4.1%Net margin2
-14.9%Return on equity2
1.22×Debt to equity2
$110.3MFree cash flow2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Early Childhood Education Centers brought in 67% of the revenue KinderCare Learning Companies, Inc. broke down this way in fiscal 2025.

  1. Early Childhood Education Centers$2.5B267%up 2% from 2024
  2. Subsidy Revenue$1.0B227%up 6% from 2024
  3. Before And After School Sites$215.5M26%up 9% from 2024
Products and services by year
Products and services202320242025
Early Childhood Education Centers$2.3B$2.5B$2.5B
Subsidy Revenue$795.9M$942.1M$1.0B
Before And After School Sites$165.1M$196.8M$215.5M

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Selling, general and admin11¢$297.2M
  • Other costs88¢$2.4B
  • Income tax1¢$19.5M

Out of $2.7B in revenue.2 The company lost money this year.

Where each dollar of operating cash went, fiscal 2026

  • Capital spending54¢$128.3M
  • Kept or used elsewhere46¢$110.3M

Out of $238.5M of cash from operations.2

Financial statements

Revenue62$2.7B in 2026+26% since 2022
0$1.0B$2.0B$3.0B2022: $2.2B$2.2B20222023: $2.5B$2.5B2023+16%2024: $2.7B$2.7B2024+6%2026: $2.7B$2.7B2026+3%
Operating income62-$20.1M in 2026
-$200.0M0$200.0M$400.0M2022: $389.5M$389.5M20222023: $275.3M$275.3M2023−29%2024: $79.3M$79.3M2024−71%2026: -$20.1M-$20.1M2026
Net income62-$112.9M in 2026
-$200.0M-$100.0M0$100.0M$200.0M$300.0M2022: $219.2M$219.2M20222023: $102.6M$102.6M2023−53%2024: -$92.8M-$92.8M20242026: -$112.9M-$112.9M2026+22%

Every line of the income statement as filed: the last 3 fiscal years, latest first.2

Period ending2025-12-312024-12-312023-12-31
Revenue$2.7B$2.7B$2.5B
Cost of services (excluding depreciation and impairment)$2.1B$2.0B$1.8B
Depreciation and amortization$124.0M$117.6M$109.0M
Selling, general, and administrative expenses$297.2M$423.1M$288.0M
Impairment losses$204.1M$10.5M$13.6M
Total costs and expenses$2.8B$2.6B$2.2B
(Loss) income from operations-$20.1M$79.3M$275.3M
Interest expense$84.0M$170.5M$152.9M
Interest income-$4.8M-$7.4M-$6.1M
Other income, net-$5.9M-$5.6M-$1.4M
(Loss) income before income taxes-$93.3M-$78.2M$129.9M
Income tax expense$19.5M$14.6M$27.4M
Net (loss) income-$112.9M-$92.8M$102.6M
Change in net (losses) gains on cash flow hedges-$7.3M$3.0M$1.7M
Total comprehensive (loss) income-$120.2M-$89.8M$104.3M
Basic-$0.95-$0.96$1.13
Diluted-$0.95-$0.96$1.13
Basic118.3M shares96.3M shares90.4M shares
Diluted118.3M shares96.3M shares90.4M shares

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Corporate structure

KinderCare Learning Companies, Inc. sits at the top of its group. 57 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of KinderCare Learning Companies, Inc.

  • KinderCare Learning Companies, Inc. Lake Oswego, Oregon
    • Allen Crème de la Crème, L.P. Subsidiary · Texas, United States
    • CDLC Carmel, LLC Subsidiary · Indiana, United States
    • CDLC Cedar Park, LLC Subsidiary · Texas, United States
    • CDLC Chanhassen, LLC Subsidiary · Minnesota, United States
    • CDLC Coppell, LLC Subsidiary · Texas, United States
    • CDLC Crismon, LLC Subsidiary · Arizona, United States
    • CDLC Durango, LLC Subsidiary · Nevada, United States
    • CDLC Early Learning, LLC Subsidiary · Delaware, United States
    • CDLC Ellisville, LLC Subsidiary · Missouri, United States
    • CDLC Farm, LLC Subsidiary · Nevada, United States
    • CDLC Fishers, LLC Subsidiary · Indiana, United States
    • CDLC Goodyear, LLC Subsidiary · Arizona, United States
    • CDLC Lake Pleasant, LLC Subsidiary · Arizona, United States
    • CDLC Maple Grove, LLC Subsidiary · Minnesota, United States
    • CDLC McKinney, LLC Subsidiary · Texas, United States
    • CDLC Partner, LLC Subsidiary · Texas, United States
    • CDLC Penn, LLC Subsidiary · Oklahoma, United States
    • CDLC Power Ranch, LLC Subsidiary · Arizona, United States
    • CDLC Texas, LLC Subsidiary · Colorado, United States
    • CDLC West Chester, LLC Subsidiary · Ohio, United States
    • CDLC Westerville, LLC Subsidiary · Ohio, United States
    • CDLC, LLC Subsidiary · Delaware, United States
    • Colleyville Crème de la Crème, L.P. Subsidiary · Texas, United States
    • Coppell Crème de la Crème, L.P. Subsidiary · Texas, United States
    • Creme de la Creme (Deerfield), LLC Subsidiary · Ohio, United States
    • and 31 more

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What KinderCare Learning Companies, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$1.0B2 Jan 3, 2026$941.2M2 Dec 28, 2024+6.3%
Accumulated depreciation$582.8M2 Jan 3, 2026$522.6M2 Dec 28, 2024+11.5%
Property and equipment, net$417.8M2 Jan 3, 2026$418.5M2 Dec 28, 2024−0.2%
Finance-lease assets$3.4M2 Jan 3, 2026$4.5M2 Dec 28, 2024−25.4%
Operating-lease assets (leased space)$1.5B2 Jan 3, 2026$1.4B2 Dec 28, 2024+9.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$133.2M2 Jan 3, 2026$62.3M2 Dec 28, 2024+113.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$964.8M2 Jan 3, 2026$1.1B2 Dec 28, 2024−13.8%
Intangible assets, net (excluding goodwill)$420.9M2 Jan 3, 2026$429.8M2 Dec 28, 2024−2.1%
Indefinite-lived intangibles (excluding goodwill)$366.3M2 Jan 3, 2026$366.3M2 Dec 28, 20240%
Finite-lived intangibles, gross$212.1M2 Jan 3, 2026$212.1M2 Dec 28, 20240%
Accumulated amortization$157.4M2 Jan 3, 2026$148.6M2 Dec 28, 2024+6.0%
Finite-lived intangibles, net$54.6M2 Jan 3, 2026$63.5M2 Dec 28, 2024−13.9%

Properties, in its own words

Our principal executive office is located at 5005 Meadows Road, Lake Oswego, pursuant to the terms of a 7.3-year lease that was entered into in January 2022, with one seven-year renewal option, for approximately 34,153 square feet of space. In addition, as of January 3, 2026, we operated over 1,600 early childhood education centers, nearly all of which are leased. These leases include a master lease with KCP RE LLC with respect to approximately 500 of our centers across the United States, for which KCP RE LLC serves as the lessor. For most centers under the master lease, the initial term expires in 2033 and can be renewed at our option for two five-year periods. Our other center leases have expiration dates ranging from February 2026 to September 2044, including 60 leases expiring within the next 12 months, generally with renewal options. Other than our master lease with KCP RE LLC, we do not consider any of our leases, including our corporate headquarters, or our properties to be material to our operations.

Item 2 of the 10-K filed Mar 13, 2026.5

Leadership

Who has led KinderCare Learning Companies, Inc., and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. Anthony Michael Amandi2024–now

Chief operating officer

  1. Lindsay Curley Sorhondo2025–now
2025
Board members and other officers (10)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Allen Crème de la Crème, L.P. Texas4
  • CDLC Carmel, LLC Indiana4
  • CDLC Cedar Park, LLC Texas4
  • CDLC Chanhassen, LLC Minnesota4
  • CDLC Coppell, LLC Texas4
  • CDLC Crismon, LLC Arizona4
  • CDLC Durango, LLC Nevada4
  • CDLC Early Learning, LLC Delaware4
  • CDLC Ellisville, LLC Missouri4
  • CDLC Farm, LLC Nevada4
  • CDLC Fishers, LLC Indiana4
  • CDLC Goodyear, LLC Arizona4
  • CDLC Lake Pleasant, LLC Arizona4
  • CDLC Maple Grove, LLC Minnesota4
  • CDLC McKinney, LLC Texas4
  • CDLC Partner, LLC Texas4
  • CDLC Penn, LLC Oklahoma4
  • CDLC Power Ranch, LLC Arizona4
  • CDLC Texas, LLC Colorado4
  • CDLC West Chester, LLC Ohio4
  • CDLC Westerville, LLC Ohio4
  • CDLC, LLC Delaware4
  • Colleyville Crème de la Crème, L.P. Texas4
  • Coppell Crème de la Crème, L.P. Texas4
All 56 listed subsidiaries
  • Creme de la Creme (Deerfield), LLC Ohio4
  • Creme de la Creme (Port Potomac), LLC Virginia4
  • Crème de la Crème (Atlanta), LLC Georgia4
  • Crème de la Crème (Barrington), LLC Illinois4
  • Crème de la Crème (Bridgewater), Inc. New Jersey4
  • Crème de la Crème (Carol Stream), LLC Illinois4
  • Crème de la Crème (Cedar Park), LLC Texas4
  • Crème de la Crème (Chandler), LLC Arizona4
  • Crème de la Crème (Colorado), LLC Colorado4
  • Crème de la Crème (EPR), LLC Delaware4
  • Crème de la Crème (Glenview), LLC Illinois4
  • Crème de la Crème (Kansas), LLC Kansas4
  • Crème de la Crème (Lessee), LLC Colorado4
  • Crème de la Crème (Lincoln Park), LLC Illinois4
  • Crème de la Crème (Mt. Laurel), Inc. New Jersey4
  • Crème de la Crème (Romeoville), LLC Illinois4
  • Crème de la Crème (Sugarloaf), LLC Georgia4
  • Crème de la Crème (Warrenville), LLC Illinois4
  • Crème de la Crème (Westmont), LLC Illinois4
  • Crème de la Crème (Woodlands), LLC Texas4
  • Frisco Crème de la Crème, L.P. Texas4
  • KC REE Holdings, Inc. Delaware4
  • KC Sub, LLC Delaware4
  • KCE Champions LLC Delaware4
  • KUEHG Corp. Delaware4
  • KinderCare Education LLC Delaware4
  • KinderCare Education at Work LLC California4
  • KinderCare Learning Centers LLC Delaware4
  • Knowledge Schools LLC Delaware4
  • Plano Crème de la Crème, L.P. Texas4
  • REE Midwest, Inc. Michigan4
  • REE Southeast, Inc. Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • KC Holdco, LLCAug 16, 2021 to Nov 8, 20213

Timeline

  1. Oct 2, 20268-K Executive or director change22
  2. Aug 14, 20268-K Entered a material agreement23
  3. Aug 13, 20268-K Results of operations24
  4. Aug 4, 20268-K Executive or director change; Regulation FD disclosure25
  5. Jun 5, 20268-K Shareholder vote26
  6. May 14, 20268-K Results of operations27
  7. Mar 12, 20268-K Results of operations28
  8. Mar 2, 20268-K Executive or director change29
  9. Feb 25, 2026New chief executive John T. Wyatt becomes CEO9
  10. Dec 3, 20258-K Executive or director change; Regulation FD disclosure30
  11. Nov 12, 20258-K Results of operations31
  12. Nov 10, 20258-K Executive or director change; Regulation FD disclosure32
  13. Oct 15, 20258-K Shareholder vote33

Calendar

Coming up

  1. Nov 11, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.13 a share, on Nov 12, 2025.34

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results24
  2. May 14, 2026Reported quarterly or annual results27
  3. Mar 12, 2026Reported quarterly or annual results28
  4. Nov 12, 2025Reported quarterly or annual results31
  5. Aug 12, 2025Reported quarterly or annual results35
  6. May 13, 2025Reported quarterly or annual results36
  7. Mar 20, 2025Reported quarterly or annual results37
  8. Nov 20, 2024Reported quarterly or annual results38

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

121 filings to the SEC since October 2021: 2 annual reports, 6 quarterly reports, 21 major events, 63 insider forms, 1 large holders, 28 other. The latest 20:

  1. Oct 2, 20268-K EDGAR
  2. Sep 16, 20264 EDGAR
  3. Sep 16, 20264 EDGAR
  4. Aug 14, 20268-K EDGAR
  5. Aug 13, 202610-Q EDGAR
  6. Aug 13, 20268-K EDGAR
  7. Aug 5, 20264 EDGAR
  8. Aug 5, 20263 EDGAR
  9. Aug 4, 20268-K EDGAR
  10. Jun 24, 20264 EDGAR
  11. Jun 22, 20264 EDGAR
  12. Jun 22, 20264 EDGAR
  13. Jun 10, 20264 EDGAR
  14. Jun 10, 20264 EDGAR
  15. Jun 10, 20264 EDGAR
  16. Jun 5, 20268-K EDGAR
  17. May 14, 2026S-8 EDGAR
  18. May 14, 202610-Q EDGAR
  19. May 14, 20268-K EDGAR
  20. Apr 20, 2026ARS EDGAR

The 121 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

3 open-market trades by officers, directors and large owners since October 2021: 3 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 19, 2026Nuzzo MichaelDirectorBuy25,000$2.22$55.5KForm 4
Mar 18, 2026Wyatt John T.Chief Executive OfficerBuy275,000$2.07$569.2KForm 4
Mar 17, 2026Wyatt John T.Chief Executive OfficerBuy219,118$1.96$429.5KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Paul Thompson$901.9K$5.3M40
2025Tom Wyatt$78.8K$2.5M40
2025Tony Amandi47$525.0K$2.4M40
2025Jessica Harrah48$391.3K$1.3M40
2025Lindsay Sorhondo$401.0K$1.2M40
2024Chief Executive Officer$975.0K$59.0M40
2024Former Chief Executive$779.8K$21.4M40
2024Chief Financial Officer$525.0K$6.9M40
2024Chief People Officer$355.0K$2.1M40
2023Chief Executive Officer$975.0K$3.3M40
2023Officer$650.0K$1.9M40
2023Chief Financial Officer$519.2K$1.2M40
2023Chief People Officer$355.0K$1.0M40

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Partners Group Holding AG81,418,736$346.0M23.6%No change
American Century Companies Inc5,711,103$24.3M0.0%+573,432
Silver Point Capital L.P.5,105,000$21.7M2.2%+2,325,000
BlackRock, Inc.2,214,886$9.4M0.0%+94,662
Aqr Capital Management LLC1,939,625$8.2M0.0%+1,182,813
Millennium Management LLC1,769,374$7.5M0.0%+270,789
Vanguard Capital Management LLC1,337,350$5.7M0.0%−90,299
D. E. Shaw & Co., Inc.1,096,024$4.7M0.0%+394,591
Point72 Asset Management, L.P.1,075,535$4.6M0.0%+950,291
Geode Capital Management, LLC815,750$3.5M0.0%+60,593
State Street Corp633,446$2.7M0.0%+6,798
CastleKnight Management LP621,674$2.6M0.1%No change
Northern Trust Corp421,630$1.8M0.0%+194,097
Vanguard Portfolio Management LLC323,920$1.4M0.0%−4,969
Villanova Investment Management Co LLC277,971$1.2M1.1%−56,480
Goldman Sachs Group Inc268,804$1.1M0.0%+60,291
Charles Schwab Investment Management Inc250,811$1.1M0.0%−2,131
Vanguard Fiduciary Trust Co213,193$906.1K0.0%−1,172
Morgan Stanley211,046$896.9K0.0%−181,088
Blackstone Inc.201,926$858.2K0.0%New
Two Sigma Investments, LP172,152$731.6K0.0%−26,857
Ieq Capital, LLC158,521$673.7K0.0%+144,727
Vanguard Global Advisers, LLC142,560$605.9K0.0%+39,175
Fmr LLC137,963$586.3K0.0%−97,340
Jpmorgan Chase & Co126,158$543.7K0.0%−309,963

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How KinderCare Learning Companies, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARKinderCare Learning Companies, Inc.1
  • CIK0001873529
  • Employer ID (EIN)87-16533665
  • Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsJanuary 21
  • Industry code (SIC)8351 Services-Child Day Care Services1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address5005 Meadows Road, Lake Oswego, OR 970351
  • Phone(503) 872-13001
  • Shares outstanding118,517,033 as of Aug 11, 20268
  • Public float$328.3M as of Jun 28, 20255
  • AuditorPricewaterhouseCoopers LLP, San Francisco, California PCAOB ID 238; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceAug 16, 20211
  • Filings123 in all: 4 (49), 8-K (20), 3 (14), 10-Q (6), S-1/A (6), CORRESP (4), 10-K (2), ARS (2)1
    All 22 form types

    DEF 14A (2), DEFA14A (2), DRS (2), S-1 (2), S-8 (2), UPLOAD (2), 424B4 (1), 8-A12B (1), 8-K/A (1), CERT (1), DRS/A (1), EFFECT (1), RW (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 13, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Apr 20, 2026
    Latest 8-K (8-K) Oct 2, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.01 per shareKLCNew York Stock Exchange

From the cover page of the 10-K filed Mar 13, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks KinderCare Learning Companies, Inc. names in Item 1A of its 10-K filed Mar 13, 2026: 36 risks under these headings, as written.5

  • Risks Related to our Business
  • Our success depends on our ability to attract and retain families in our centers, schools and programs, and to attract and retain employers that contract with us for family care benefits for their workforce.
  • 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.
  • We depend on key management and key employees to manage our business.
  • 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.
  • Significant competition in our industry could adversely affect our results of operations.
  • Our profitability depends on our ability to manage our labor costs.
  • Our ability to secure affordable real estate leases and renew existing leases on terms acceptable to us may affect our operating results.
  • Our reliance on third-party vendors and service providers exposes us to operational and cost risks that could adversely affect our business.
  • Our operating results are subject to seasonal fluctuations.
The other 25 risks
  • Our business may be affected by delays, disruptions or reductions in federally funded childcare subsidies or tuition reimbursements or from reductions in certain federal, state and local government programs.
  • Governmental universal child care benefit programs could reduce the demand for our services.
  • 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.
  • 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 business, financial condition and results of operations may be materially and adversely affected by various litigation and regulatory proceedings.
  • We have identified a material weakness in our internal control over financial reporting and if we fail to remediate this material weakness in a timely manner or at all, we may not be able to comply with our financial reporting obligations, which could expose us to legal and business risks and uncertainties.
  • Risks Related to Our Indebtedness, Capital Requirements and Capital Structure
  • Our substantial indebtedness could adversely affect our ability to obtain 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 limit cash flow available to invest in the ongoing needs of our business.
  • 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.
  • We are a holding company with no operations of our own, and we depend on our subsidiaries for cash.
  • 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.
  • Impairment of goodwill, other intangible assets or long-lived assets has negatively impacted, and may in the future negatively impact, our results of operations.
  • 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 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.
  • Our actual or perceived failure to comply with stringent and evolving laws, regulations, rules, contractual obligations, policies, and other obligations related to data privacy and security may materially and adversely affect us.
  • Use and storage of paper records increases risk of loss, destruction and could increase human error with respect to documentation.
  • 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 recently implemented cloud computing arrangements and may experience issues with the transition or the new arrangements may prove ineffective.
  • Risks Related to our Common Stock
  • Our stock price may be volatile, which could cause you to lose a significant part of your investment.
  • Because Partners Group owns a significant percentage of our common stock, it controls 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 NYSE rules and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements.
  • 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.
  • 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.
  • General Risks
  • Our failure to comply with, or adapt to changes in, the highly complex legal and regulatory framework applicable to our business could harm our operations, operating results and financial condition.
  • Natural disasters, geo-political events and other highly disruptive events could materially and adversely affect our business, financial condition and results of operations.

Legal proceedings

We are, from time to time, subject to claims, suits, and matters arising in the ordinary course of business. Such claims have in the past generally been covered by insurance, but there can be no assurance that our insurance will be adequate to cover all liabilities that may arise out of claims or matters brought against us. We believe the resolution of such legal matters will not have a material adverse effect on our financial position, results of operations, or cash flows, although we cannot predict the ultimate outcome of any such actions.

Material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which we are a party or of which any of our property is the subject, includes the following:

On August 12, 2025, a purported Company stockholder filed a securities class action complaint in the United States District Court for the District of Oregon against the Company, Paul Thompson, Anthony Amandi, John T. Wyatt, Jean Desravines, Christine Deputy, Michael Nuzzo, Benjamin Russell, Joel Schwartz, Alyssa Waxenberg, Preston Grasty, each of whom were officers or directors at the time of our initial public offering ("IPO"), Partners Group Holding AG, our majority stockholder, and the representatives of the underwriters in our IPO, Goldman Sachs & Co LLC, Morgan Stanley & Co LLC, Barclays Capital Inc., and UBS Securities LLC. A consolidated complaint was filed on February 6, 2026 alleging that defendants violated Sections 11, 15, and 12(a)(2) of the Securities Act of 1933 by making material misstatements or omissions in offering documents filed in connection with the IPO. The complaint seeks unspecified damages, interest, fees, and costs on behalf of purchasers and/or acquirers of common stock issued in the IPO, as well as unspecified equitable relief. We intend to vigorously defend against the claims in this action. Any potential loss arising from this claim is not currently probable or estimable.

The opening of Item 3, Legal Proceedings.5

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