Childrens Place, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. In March 2018, our Board of Directors authorized a $250.0 million share repurchase program (the “2018 Share Repurchase Program”). In November 2021, our Board of Directors approved another $250.0 million share repurchase program (the “2021 Share Repurchase Program”), which added to the then remaining availability under the 2018 Share Repurchase Program. Under these programs, we may repurchase shares on the open market at current market prices at the time of purchase or in privately negotiated transactions. The timing and actual number of shares repurchased under a program will depend on a variety of factors, including price, corporate and regulatory requirements, and other market and business conditions. We may suspend or discontinue the programs at any time and may thereafter reinstitute purchases, all without prior announcement. Pursuant to our practice, including due to restrictions imposed by our insider trading policy during black-out periods, we withhold and repurchase shares of vesting stock awards and make payments to taxing authorities as required by law to satisfy the withholding tax requirements of all equity award recipients. Our payment of the withholding taxes in exchange for the surrendered shares constitutes a repurchase of our common stock. We also acquire shares of our common stock in conjunction with liabilities owed under our deferred compensation plan, which are held in treasury. The following table provides a month-by-month summary of our share repurchase activity during the Second Quarter 2022: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value (in thousands) of Shares that May Yet Be Purchased Under the Plans or Programs 5/1/22-5/28/22 (1) 331,246 $ 46.82 329,678 $ 203,160 5/29/22-7/2/22 (2) 151,952 46.60 151,952 196,079 7/3/22-7/30/22 (3) 387 42.12 387 196,063 Total 483,585 $ 46.75 482,017 $ 196,063 ____________________________________________ (1) Includes 1,568 shares acquired as treasury stock as directed by participants in the deferred compensation plan and 12,884 shares withheld to cover taxes in conjunction with the vesting of stock awards. (2) Includes 57,152 shares withheld to cover taxes in conjunction with the vesting of stock awards. (3) Includes 387 shares withheld to cover taxes in conjunction with the vesting of stock awards. 30 ITEM 6. EXHIBITS. The following exhibits are filed with this Quarterly Report on Form 10-Q: 31.1(+) Certificate of Principal Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. 31.2(+) Certificate of Principal Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. 32(+) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* XBRL Instance Document. 101.SCH* XBRL Taxonomy Extension Schema. 101.CAL* XBRL Taxonomy Extension Calculation Linkbase. 101.DEF* XBRL Taxonomy Extension Definition Linkbase. 101.LAB* XBRL Taxonomy Extension Label Linkbase. 101.PRE* XBRL Taxonomy Extension Presentation Linkbase. ____________________________________________ (+) Filed herewith. * Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability. 31 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. THE CHILDREN’S PLACE, INC. Date: August 26, 2022 By: /S/ Jane T. Elfers Jane T. Elfers Chief Executive Officer and President (Principal Executive Officer) Date: August 26, 2022 By: /S/ Robert Helm Robert Helm Chief Financial Officer (Principal Financial Officer) 32