Childrens Place, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. In November 2021, our Board of Directors authorized a $250.0 million share repurchase program (the “Share Repurchase Program”). Under this program, 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 the 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 program at any time and may thereafter reinstitute purchases, all without prior announcement. Pursuant to the Waiver Agreement described above, we are temporarily restricted from repurchasing any shares. As of October 28, 2023, there was $157.3 million remaining availability under the Share Repurchase Program. 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 Third Quarter 2023: 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 7/30/23-8/26/23 (1) 3,597 $ 28.61 2,064 $ 157,333 8/27/23-9/30/23 — — — 157,333 10/1/23-10/28/23 — — — 157,333 Total 3,597 $ 28.61 2,064 $ 157,333 ____________________________________________ (1) Includes 1,533 shares acquired as treasury stock as directed by participants in the deferred compensation plan and 2,064 shares withheld to cover taxes in conjunction with the vesting of stock awards. 34 ITEM 6. EXHIBITS. The following exhibits are filed with this Quarterly Report on Form 10-Q: 3.1 Seventh Amended and Restated Bylaws of The Children’s Place, Inc. filed as Exhibit 3.1 to the registrant ’ s Current Report on Form 8-K filed on November 14, 2023 is incorporated by reference herein. 10.4(+) Waiver and Amendment Agreement to the Credit Agreement, dated as of October 24, 2023, among the Company, the Borrowers identified on Schedule I thereto, the Guarantors identified on Schedule II thereto, the Lenders and Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent, L/C Issuer, Swing Line Lender and Term Agent. 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 and Principal Accounting 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* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase. 104* Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). ____________________________________________ (+) 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. 35 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: December 4, 2023 By: /S/ Jane T. Elfers Jane T. Elfers Chief Executive Officer and President (Principal Executive Officer) Date: December 4, 2023 By: /S/ Sheamus Toal Sheamus Toal Chief Operating Officer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 36