What changed in this filing

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Item 1. Business

2025-04-17 compared with 2024-05-06 · 62 added, 127 removed, 177 unchanged (52% of the section changed)

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Other terms that are commonly used in this Annual Report on Form 10-K are defined as follows:

• Fiscal 2025 — The fifty-two weeks ending January 31, 2026

• Fiscal 2024 — The fifty-two weeks ended February 1, 2025

• Fiscal 2023 — The fifty-three weeks ended February 3, 2024

• Fiscal 2022 — The fifty-two weeks ended January 28, 2023

• Fiscal 2021 — The fifty-two weeks ended January 29, 2022

• Fiscal 2024 — Our next fiscal year representing the fifty-two weeks ending February 1, 2025

Securities and Exchange Commission

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The Children’s Place, Inc.

and its subsidiaries operate an omni-channel children’s specialty portfolio of brands with an industry-leading digital-first operating model.

Our global retail and wholesale network includes two digital storefronts, more than 500 stores in North America, wholesale marketplaces and distribution in 16 countries through six international franchise partners.

and its subsidiaries (collectively, the “Company”) is the largest pure-play children’s specialty retailer in North America with an omni-channel portfolio of brands.

We design, contract to manufacture, and sell fashionable, high-quality apparel, accessories and footwear predominantly at value prices, primarily under our proprietary brands:

“The Children’s Place”, “Gymboree”, “Sugar & Jade”, and “PJ Place”.

Our global retail and wholesale network includes two digital storefronts, 495 stores in North America, wholesale marketplaces, 190 international points of distribution in 13 countries through six international franchise partners, and social media channels on Instagram, Facebook, X, formerly known as Twitter, YouTube and Pinterest.

Our physical stores offer a friendly and convenient shopping environment, segmented into departments that serve the wardrobe needs of girls and boys (sizes 4-18), toddler girls and boys (sizes 6 months-5T), and baby (sizes 0-24 months).

Our merchandise is also available online at www.childrensplace.com and www.gymboree.com .

Our customers are able to shop online for the same merchandise available in our physical stores, in addition to certain merchandise which is exclusive to our e-commerce sites.

Our digital storefronts are at www.childrensplace.com and www.gymboree.com , where our customers are able to shop online for the same merchandise available in our physical stores, but also certain exclusive merchandise only available at our e-commerce sites.

The Children’s Place was founded in 1969.

The Company became publicly traded on the Nasdaq Global Select Market in 1997.

As of February 3, 2024, we operated 523 stores throughout North America, as well as our online stores.

During Fiscal 2023, we closed 90 stores, compared to 59 store closures in Fiscal 2022.

We did not open any new stores in Fiscal 2023 or Fiscal 2022.

Jane Elfers, our President and Chief Executive Officer, established several key strategic initiatives:

Superior Product - Product is our number one priority.

During Fiscal 2024, Mithaq Capital SPC, a Cayman segregated portfolio company (“Mithaq”), acquired more than 50% of The Children’s Place, Inc.’s outstanding shares of common stock and became a controlling shareholder of the Company.

As part of the Company’s business strategy in this ever-evolving retail environment, our senior management team has established several key priorities:

Superior Product - Product remains our number one priority.

We are focused on providing the right product, in the right channels of distribution, at the right time.

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Our design, merchandising, sourcing, and planning teams strive to ensure that our product is trend-right, while at the same time balancing fashion and fashion basics with more frequent, wear-now deliveries.

We reintroduced the Gymboree brand in February 2020 on an enhanced Gymboree website and in certain co-branded locations in Company stores in the U.S.

We reintroduced the Gymboree brand in February 2020 on an enhanced Gymboree website and in November 2024, we opened our first Gymboree stand-alone store at Garden State Plaza in Paramus, New Jersey.

We also launched the Sugar & Jade brand in November 2021 which is targeted at the girls’ “tween” market and is offered exclusively online, and launched the PJ Place brand in October 2022, which is a sleepwear lifestyle brand targeted towards millennial and Gen Z customers, and is offered exclusively online.

Digital Transformation - The transformation of our digital capabilities continues to expand with the development of completely redesigned responsive sites and mobile applications, providing an online shopping experience geared toward the needs of our “on-the-go” customers, expanded customer personalization, which delivers unique, relevant content designed to drive sales, loyalty and retention, and the ability to have our entire store fleet equipped with ship-from-store capabilities.

Also, in response to increased digital demand, the Company has continued to increase the utilization of its third-party logistics provider to further support both our U.S.

and Canadian e-commerce operations.

Alternative Channels of Distribution - We have 225 international points of distribution (stores, shop-in-shops, e-commerce sites) with six partners operating in 16 countries.

We are focused on optimizing our assortment and purchasing inventory at levels which will drive margin growth.

Digital Expansion - Our digital capabilities continue to expand with the development of completely redesigned responsive sites and mobile applications, providing an online shopping experience geared toward the needs of our “on-the-go” customers with expanded customer personalization, which delivers unique, relevant content designed to drive sales, loyalty and retention, and the ability to have our entire store fleet equipped with ship-from-store capabilities.

Omni-Channel Customer Experience - We continue to transform our omni-channel experience by making shopping even more effortless, accessible and exciting to our customers through our brick-and-mortar retail channel, our digital presence, and our wholesale channels.

We have a renewed focus on our store portfolio and are exploring opportunities for expanding and refurbishing our current fleet and strengthening our landlord relationships.

Our wholesale business includes our relationship with Amazon, which is an important customer acquisition vehicle.

We are exploring opportunities to expand our wholesale relationships and identify opportunities with licensing partners and new revenue streams that can drive further revenue growth and profitability.

We have 190 international points of distribution (stores, shop-in-shops, e-commerce sites) with six international franchise partners operating in 13 countries.

We generate revenues from our franchisees from the sale of products and sales royalties.

Our wholesale business includes our relationship with Amazon, which we strengthened in Fiscal 2022 and Fiscal 2023, and is a key focus area in our wholesale distribution growth strategy.

Amazon is an important customer acquisition vehicle and continues to represent a significant growth opportunity in Fiscal 2024 and beyond.

Fleet Optimization - As a result of the heightened demand for online purchasing, including due to the COVID-19 pandemic, in Fiscal 2020 we accelerated our planned store closures under our 2013 fleet optimization initiative.

We closed 405 stores over the past four fiscal years, bringing the total closed stores to 676 since the announcement of the original fleet optimization initiative in 2013.

In addition to the above discussed key strategic initiatives, we have continued our marketing transformation which is designed to better position us to maximize our interactions with our younger, digitally savvy core millennial and Gen Z customers, and to support top-line opportunity by increasing new customer acquisition, increasing customer retention and loyalty, and significantly increasing customer lifetime value by supporting our three brand launches.

In addition to the above discussed key priorities, we will continue to transform our marketing strategies to better position us to maximize our interactions with our younger, digitally savvy core millennial and Gen Z customers, and to support top-line opportunity by increasing new customer acquisition, increasing customer retention and loyalty, and significantly increasing customer lifetime value.

We have refined our approach so as to eliminate previously inflated and unprofitable marketing costs.

Our marketing transformation includes strategic investments across key areas of the marketing organization:

our teams – both internal and external, our research and processes, and implementation of new, state-of-the-art, marketing tools and systems.

We are confident in our ability to conceptualize, build, deploy and optimize fully integrated creative marketing strategies paired with a robust media mix, aimed to reach, inspire and convert our shoppers at every stage of their purchase journey with The Children’s Place family of brands, comprised of “The Children’s Place”, “Gymboree”, “Sugar & Jade”, and “PJ Place” ( “ Family of Brands”), and are positioning marketing as a key growth lever in Fiscal 2024 and beyond.

We are confident in our ability to conceptualize, build, deploy and optimize fully integrated creative marketing strategies paired with a robust media mix, aimed to reach, inspire and convert our shoppers at every stage of their purchase journey with The Children’s Place family of brands, comprised of “The Children’s Place”, “Gymboree”, “Sugar & Jade”, and “PJ Place” ( “ Family of Brands”), and continue to position marketing as a key growth lever in Fiscal 2025 and beyond.

Overlaying these strategic initiatives is talent.

Talent ultimately defines our success, and, over the past several years, we have built a best-in-class management team.

Talent ultimately defines our success, and we have built a best-in-class management team.

We believe that our talented team is a significant competitive advantage for our Company.

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Segment Reporting

In accordance with FASB ASC 280— Segment Reporting , we report segment data based on geography:

We report segment data based on geography:

The Children’s Place U.S.

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and Puerto Rico-based stores and revenue from our U.S.-based wholesale business.

Included in The Children’s Place International segment are our Canadian-based stores, revenue from our Canadian-based wholesale business, as well as revenue from international franchisees.

We measure our segment profitability based on operating income, defined as income before interest and taxes.

Included in The Children’s Place International segment are our Canadian-based stores and revenue from international franchisees.

We measure our segment profitability based on operating income (loss), defined as income (loss) before interest and taxes.

Net sales and direct costs are recorded by each segment.

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We periodically review these allocations and adjust them based upon changes in business circumstances.

Net sales to external customers are derived from merchandise sales, and we have no customers that individually account for more than 10% of our net sales.

The following tables show, by segment, our net sales, operating income (loss), and operating income (loss) as a percentage of net sales for the past three fiscal years and total assets as of February 3, 2024 and January 28, 2023:

Fiscal Years Ended

February 3, 2024 January 28, 2023 January 29, 2022

(in thousands)

The Children’s Place U.S.

$ 1,457,352 $ 1,533,934 $ 1,723,887

The Children’s Place International 145,156 174,548 191,477

Total net sales $ 1,602,508 $ 1,708,482 $ 1,915,364

Fiscal Years Ended

February 3, 2024 January 28, 2023 January 29, 2022

(in thousands)

Operating income (loss):

The Children’s Place U.S.

$ (86,482) $ (8,781) $ 253,419

The Children’s Place International 2,684 7,251 22,229

Total operating income (loss) $ (83,798) $ (1,530) $ 275,648

Operating income (loss) as a percentage of net sales:

The Children’s Place U.S.

(5.9) % (0.6) % 14.7 %

The Children’s Place International 1.8 % 4.2 % 11.6 %

Total operating income (loss) as a percentage of net sales (5.2) % (0.1) % 14.4 %

February 3, 2024 January 28, 2023

(in thousands)

Total assets:

The Children’s Place U.S.

$ 758,003 $ 922,120

The Children’s Place International 42,305 64,161

Total assets $ 800,308 $ 986,281

Net sales to external customers are derived from merchandise sales, and we have one U.S.

wholesale customer that individually accounted for more than 10% of our net sales.

See “Note 17.

Segment Information” of the Consolidated Financial Statements, “Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations,” and “Item 8.

Financial Statements and Supplementary Data” of this Form 10-K for further segment financial data.

All foreign net sales are in The Children’s Place International segment, while certain foreign expenses related to our buying operations are allocated between the two segments.

Key Capabilities

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We maintain a network of sourcing offices globally in order to manage our vendors efficiently and respond to changing business needs effectively.

Our sourcing offices in Hong Kong, Shanghai, Indonesia, Ethiopia, India, Kenya, and Bangladesh, and our presence in Asia and Africa and other areas in which we source products, give us access to a wide range of vendors and allow us to work to maintain or reduce our merchandise costs by capitalizing on new sourcing opportunities while maintaining our high standard for product quality.

Our sourcing offices in Hong Kong, India, Kenya, Ethiopia, China, and Indonesia give us access to a wide range of vendors and allow us to work to maintain or reduce our merchandise costs by capitalizing on new sourcing opportunities while maintaining our high standard for product quality.

Merchandising Process

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During Fiscal 2024, we sourced all of our merchandise directly without the use of third-party commissioned buying agents for our branded product.

We source from a diversified network of vendors, purchasing primarily from Vietnam, Bangladesh, Ethiopia, Cambodia, Kenya, India, and China.

Vietnam and Bangladesh accounted for more than 15% of our production.

We source from a diversified network of vendors, purchasing primarily from Bangladesh, Vietnam, India, Kenya, Ethiopia, China, and Indonesia.

Bangladesh and Vietnam accounted for more than 15% of our production.

In addition to our quality assurance procedures, we conduct a responsible sourcing program that seeks to protect our Company, enhance our brands and address the well-being of the people who make our products by providing guidance in line with industry standards to our vendors in their efforts to provide safe and appropriate working conditions for their employees.

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Environmental, Social & Governance

We published our latest Environment, Social & Governance (“ESG”) Report on July 27, 2023, which is available at http://corporate.childrensplace.com under the ESG tab.

This ESG Report includes 26 public goals across our global operations, aligned with Sustainability Accounting Standards Board (“SASB”) guidelines for apparel, accessories & footwear, Global Reporting Initiative core standards (“GRI”), the Task Force on Climate-Related Financial Disclosures (“TCFD”), and United Nations Sustainable Development Goals.

In recognition of the increasing importance to our shareholders and other stakeholders of enhanced board oversight of ESG topics, in Fiscal 2021, two of the three committees of our board of directors (the “Board of Directors”) were renamed and all three committees had their charters amended, as each committee was reassigned certain oversight responsibilities for ESG topics, including human capital management and diversity, equity, and inclusion (“DE&I”) matters.

The Audit Committee remains responsible for overseeing our financial and enterprise risk matters, including matters related to our global supply chain, information and data security, privacy, and business transformation activities.

The Corporate Responsibility, Sustainability & Governance Committee is responsible for overseeing the Company’s ESG risk management activities, including environmental initiatives, and social topics such as responsible sourcing in the Company’s global supply chain.

This Committee is also charged with the oversight of the Company’s corporate governance policies and practices.

Separately, the Human Capital & Compensation Committee has the oversight responsibility for the Company’s human capital management policies and practices, including DE&I topics and associated risks.

The Human Capital & Compensation Committee also is charged with the oversight of the Company’s executive compensation policies, practices and plans, and associated risks.

We published our latest Environment, Social & Governance (“ESG”) Report, now called our Sustainability and Social Impact Update, in October 2024, which is available at http://corporate.childrensplace.com under the Corporate Sustainability tab.

In terms of environmental initiatives, we believe that purpose-led companies such as ours have the opportunity and responsibility to work to ensure that our business contributes to a healthy planet.

We focus on topics that are important to our long-term success and where we believe we can have the most positive impact.

The Corporate Responsibility, Sustainability & Governance Committee oversees our environmental initiatives which aim to:

• Reduce scope 1, 2 and 3 greenhouse gas emissions (“GHG”) in our operations and across our global supply chain through science-based goals to address climate change;

• Incorporate more responsibly sourced materials in our products and packaging to have a more positive impact on the environments affected by our business;

• Reduce and manage water and chemical usage in manufacturing and processing in our global supply chain;

• Divert the amount of waste from our operations sent to landfills and move to a more circular system through reusing and recycling.

In designing and implementing our environmental initiatives, we identify areas where we believe we can make a difference and establish quantitative goals in an effort to positively impact the communities and environments affected by our business.

To have the greatest impact, we collaborate with experts, non-governmental organizations (“NGOs”), other non-profit organizations, industry peers, and third-party vendors and factories to identify and implement initiatives.

The Corporate Responsibility, Sustainability & Governance Committee oversees our commitment to a long-term approach across our global operations to act responsibly and efficiently.

In terms of social initiatives, our commitment to positive social practices includes our responsible sourcing activities in our global supply chain, where we partner with our third-party vendors and factories, NGOs and others in supporting workers’ health, safety and well-being.

In terms of social initiatives, our commitment to positive social practices includes our responsible sourcing activities in our global supply chain, where we partner with our third-party vendors and factories, non-governmental organizations and others in supporting workers’ health, safety and well-being.

We monitor compliance by our third-party vendors and factories with our Vendor Code of Conduct, local laws and ethical business practices to help ensure fair and safe work conditions for the people who make our products.

We also recognize the importance of eliminating forced labor within the supply chain and its increasing significance in light of reports of human rights abuses in various regions of the world.

In addition, we support and sponsor a number of worker well-being programs designed to improve the daily lives of the predominantly female factory workers who make our products.

In addition, we support and sponsor a number of worker well-being programs designed to improve the daily lives of the workers who make our products.

Our commitment to having a positive social influence also extends to our charitable mission of supporting children and families in need.

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None of our employees are covered by a collective bargaining agreement.

The Human Capital & Compensation Committee is actively engaged in overseeing our human capital management strategies, including our talent and succession planning initiatives designed to attract, develop, engage, reward and retain top retail, digital and business leaders, who can drive our financial performance and strategic growth initiatives and contribute to building long-term shareholder value.

The Company has benefited from a senior leadership team with deep retail industry expertise both at The Children’s Place and at other retailers and have an average tenure of over six years at the Company, including our CEO who has led the Company for over a decade.

The Human Capital & Compensation Committee’s involvement in leadership development and succession planning is systematic and ongoing, culminating in an annual review by the Board of Directors of succession plans for all of our senior leaders, inclusive of development strategies for top talent within the Company.

Diversity, Equity and Inclusion

To improve its understanding of the Company’s culture and talent pipeline, the Board of Directors and its committees periodically meet with high-potential executives in formal and informal settings.

More broadly, the Human Capital & Compensation Committee and the Board of Directors are regularly updated on key talent metrics for the overall workforce, including diversity and inclusion, pay equity, employee relations, recruiting and development programs, and overall progress against the Company’s human capital development strategies.

Diversity and inclusion are top priorities for the Company, and we actively work to ensure that our workplace includes a range of perspectives and backgrounds in senior leadership and throughout our management and associate base.

The Company reports annually on employment data, including its racial, ethnic and gender diversity information on its corporate website, and continues to focus on building a culture which supports diversity, equity and inclusion, and which works to ensure fair compensation and opportunity for all employees regardless of gender or race.

As a woman-led company, we are proud of our industry-leading gender diversity statistics across every level of our organization, including our leadership team.

We also understand it is important for our associate population to reflect the diversity of our customers in an effort to bring varied perspectives to our products and the way we communicate to our stakeholders.

As of February 3, 2024, over 50% of our senior leadership team are women.

As reported in the Company’s latest ESG Report, during Fiscal 2022, 86% of the Company’s associates were women.

We also reported that 87% of new hires and 94% of promotions during Fiscal 2022 were women.

The Company is committed to maintaining at least 80% representation of women in our overall workforce and at least 50% representation of women in our corporate leadership positions.

Additionally, during Fiscal 2022, 68% of our associates identified as racially/ethnically diverse and associates identifying as racially/ethnically diverse represented 75% of new hires and 57% of promotions.

The Company is committed to doubling its Black associate population at its corporate headquarters by 2025, from a base year of Fiscal 2020.

The Company seeks to uphold its diverse and inclusive culture by striving to ensure its talent acquisition programs sustain and grow diverse representation across its workforce, developing and promoting talent from within, building an inclusive culture through awareness and education, and rewarding all employees equitably.

For additional information concerning the Company’s environmental initiatives, DE&I initiatives and diversity data, please refer to the Company’s ESG Report, which can be found on the Company’s corporate website at

http://corporate.childrensplace.com under the ESG section, and the Company’s Proxy Statement for Fiscal 2023.

The Human Capital & Compensation Committee’s involvement in leadership development and succession planning is systematic and ongoing, culminating in an annual review by our board of directors (“Board of Directors”) of succession plans for all of our senior leaders, inclusive of development strategies for top talent within the Company.

Company Stores

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Existing Stores

As of February 3, 2024, we had a total of 523 The Children’s Place stores in the United States, Canada, and Puerto Rico and our online stores at www.childrensplace.com and www.gymboree.com.

As of February 1, 2025, we had a total of 495 stores in the United States, Canada, and Puerto Rico, including our first Gymboree stand-alone store at Garden State Plaza in Paramus, New Jersey, which was opened in November 2024, and our online stores at www.childrensplace.com and www.gymboree.com.

In addition, our six international partners operated 190 international points of distribution in 13 countries.

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Number of Stores

Location February 3, 2024 January 28, 2023

Location February 1, 2025 February 3, 2024

United States 431 454

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Total Stores 495 523

At The Children’s Place, our store concepts consist of multiple formats ranging in size from approximately 2,800 to 29,000 square feet, which have evolved over time in response to market trends, and are strategically placed within each market.

At The Children’s Place, our store concepts consist of multiple formats with an average of approximately 4,900 square feet, which have evolved over time in response to market trends, and are strategically placed within each market.

We try to create an open and brightly lit environment for customers.

Our stores typically feature white fixtures to ensure the product is the focal point, using color to brand and create shop identifiers.

Fleet Optimization

We hav e closed 676 stores, including the 90 stores closed during Fiscal 2023, since the announcement of our fleet optimization initiative in 2013.

As a result of the heightened demand for online purchasing, we accelerated our planned store closures in Fiscal 2020 and closed 405 stores over the past four fiscal years.

Since 2013, we have reduced our total store square footage from 5.2 million to 2.6 million.

We continuously review the performance of our store fleet.

We base our decisions to open, close, or remodel stores on a variety of factors, including lease terms, landlord negotiations, market dynamics, and projected financial performance.

When assessing whether to close a store, we also consider remaining lease life and current financial performance.

Our stores typically feature white fixtures to ensure the merchandise is the focal point, using color to brand and create shop identifiers.

E-commerce Sales

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and International segments includes an e-commerce business located at www.childrensplace.com and www.gymboree.com and digital growth remains one of our top strategic priorities.

We are committed to delivering a best in class, end-to-end user experience, including product assortment and website operation, fulfillment, and customer service.

We are committed to delivering a best-in-class, end-to-end user experience, from product assortment and website operation, to order fulfillment and customer service.

We are further committed to delivering these experiences to our customers when, where, and how they are looking to access our brands, accounting for cross-channel behavior, growth of mobile devices, and the growing interest in our brands from international consumers.

We believe that the critical investments made in areas such as e-commerce infrastructure and mobile optimization, as well as additional front-end website features, have improved our customer experience.

We continue to explore opportunities to enhance our online presence by partnering with well-established online marketplaces.

For instance, on October 30, 2024, we announced our partnership with global fashion and lifestyle online retailer, SHEIN.

This collaboration brings our apparel to SHEIN’s platform, opening up opportunities for us to reach customers outside our typical customer file.

Wholesale and International Franchisees

Our wholesale business includes our relationship with Amazon, which we strengthened in Fiscal 2022 and Fiscal 2023, and is a key focus area in our wholesale distribution growth strategy.

Amazon is an important customer acquisition vehicle and continues to represent a significant growth opportunity in Fiscal 2024 and beyond.

We have 225 international points of distribution (stores, shop-in-shops, e-commerce sites) with six partners operating in 16 countries.

Our wholesale business includes our relationship with Amazon, which is an important customer acquisition vehicle.

We generate revenues from our franchisees from the sale of products and sales royalties.

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Fiscal 2023 (30,067) (36,941) 44,967 (61,757)

For more information regarding the seasonality of our business, refer to “Item 7.

For more information regarding the seasonality of our business, refer to “Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Quarterly Results and Seasonality.”

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We relaunched the Gymboree brand in February 2020 with a meaningfully improved digital experience on www.gymboree.com , complemented by shop-in-shop locations in certain co-branded stores in the U.S.

and Canada, by successfully executing on the specific design, sourcing, and merchandising characteristics that create Gymboree’s elevated, playful collections.

and Canada, by successfully executing on the specific design, sourcing, and merchandising characteristics that create Gymboree’s elevated, playful collections, and in November 2024, we opened our first Gymboree stand-alone store.

We are focused on optimizing our assortment and purchasing inventory at levels which will drive margin growth.

We have a customer loyalty program and a private label credit card program.

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Our private label credit card is issued to our customers for use exclusively at The Children’s Place stores and online at www.childrensplace.com and www.gymboree.com , and credit is extended to such customers through a third-party financial institution on a non-recourse basis to us.

Additionally, in our effort to reach an even wider customer base who are digitally savvy and to utilize other forms of spending arrangements available, we have partnered with Afterpay to allow our customers to purchase our products on a “buy-now-pay-later” program.

We promote affinity and loyalty through our marketing programs by utilizing specialized incentive programs.

In the United States, we own and operate a 700,000 square foot distribution center in Alabama, which supports both U.S.

retail store operations and U.S.

e-commerce operations.

In Canada, we leased and operated a 95,000 square foot distribution center in Ontario, which supported both Canadian retail store operations and Canadian e-commerce operations.

This lease expired in April 2024 and we moved these operations to the United States to our current distribution center in Alabama as of the end of the first quarter of Fiscal 2024.

We also use a third-party provider operating a 315,000 square foot distribution center in Indiana and a 184,000 square foot distribution center in Ontario, Canada to support our U.S.

We continue to focus on enhancing our loyalty programs to meet our customers’ needs.

In the United States, we own and operate a 700,000 square foot distribution center in Alabama, which supports our retail store operations, e-commerce, and wholesale operations both in the U.S.

and in Canada.

We use a third-party provider operating a 315,000 square foot distribution center in Indiana and a 184,000 square foot distribution center in Ontario, Canada to support our U.S.

and Canadian e-commerce fulfillment operations, respectively.

On occasion, we may utilize additional facilities to support seasonal warehousing needs.

We utilize additional facilities in Alabama to support further warehousing needs, including offsite storage.

We also use a third-party provider of warehousing and logistics services in both Malaysia and China to support our international franchise business.

The children’s apparel, footwear, and accessories retail markets are highly competitive.

Our primary competitors are specialty stores, mass merchants, and off-price stores, including Target Corporation, Old Navy, GapKids, and babyGap (each of which is a division of The Gap, Inc.), Carter’s, Inc., T.J.

Our primary competitors are specialty stores, mass merchants, and off-price stores, including Carter’s, Inc., Target Corporation, Old Navy, GapKids, and babyGap (each of which is a division of The Gap, Inc.), T.J.

Maxx and Marshall’s (each of which is a division of TJX Companies, Inc.), Burlington Coat Factory, Inc., Kohl’s Corporation, Walmart Stores, Inc., and other department stores.

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Trademarks and Service Marks

“The Children’s Place”, “Place”, “Baby Place”, “Gymboree”, “Crazy 8”, “Sugar & Jade”, “PJ Place” and certain other marks have been registered as trademarks and/or service marks with the United States Patent and Trademark Office and in Canada and other foreign countries.

During the first quarter of fiscal 2019, the Company acquired certain intellectual property and related assets of Gymboree Group, Inc.

“The Children’s Place”, “Gymboree”, “Sugar & Jade”, “PJ Place” “Crazy 8”, “Place”, “Baby Place”, and certain other marks have been registered as trademarks and/or service marks with the United States Patent and Trademark Office and in Canada and other foreign countries.

During the first quarter of fiscal year 2019, the Company acquired certain intellectual property and related assets of Gymboree Group, Inc.

and related entities, which included the worldwide rights to the names “Gymboree” and “Crazy 8” and other intellectual property, including trademarks, domain names, copyrights, and customer databases.

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We have also registered our trademarks in other countries where we source our products and where we have established and possibly may establish franchising operations.

We believe our trademarks and service marks have received broad recognition and are of significant value to our business.

Government Regulation

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We make available, without charge, through our website, copies of our Proxy Statement, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such reports are filed with or furnished to the SEC.

Our ESG Report is also available on our corporate website under the ESG tab.

Our ESG Report is also available on our corporate website under the Corporate Sustainability tab.

References in this document to our websites are not and should not be considered part of this Annual Report on Form 10-K, and the information on our websites is not incorporated by reference into this Annual Report on Form 10-K.

We also make available our corporate governance materials, including our corporate governance guidelines and our code of business conduct, on our website.

If we make any substantive amendments to our code of business conduct or grant any waiver, including any implicit waiver, from a provision of the code for the benefit of our Chief Executive Officer and President or our Chief Operating Officer and Chief Financial Officer, we will disclose the nature of such amendment or waiver on our corporate website or in a Current Report on Form 8-K.

If we make any substantive amendments to our code of business conduct or grant any waiver, including any implicit waiver, from a provision of the code for the benefit of our President and Interim Chief Executive Officer, we will disclose the nature of such amendment or waiver on our corporate website or in a Current Report on Form 8-K.

Controlled Company Status

In light of Mithaq’s ownership of more than 50% of the Company’s outstanding shares of common stock, The Children’s Place, Inc.

is a “controlled company” within the meaning of Rule 5615(c)(1) of the Nasdaq Listing Rules, and our Board of Directors has chosen to rely on the “controlled company” exemption under the Nasdaq Listing Rules that would otherwise require the Company to have a majority independent board and fully independent Human Capital and Compensation Committee and Corporate Responsibility, Sustainability and Governance Committee.

See “ Risk Factors – Risks Related to Legal and Regulatory Matters – We have exercised our option for the “controlled company” exemption under Nasdaq rules”.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business