What changed in this filing

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Item 9A. Controls and Procedures

2025-04-17 compared with 2024-05-06 · 532 added, 467 removed, 884 unchanged (53% of the section changed)

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Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.

Management, including our Chief Executive Officer and President and our Chief Operating Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of February 3, 2024.

Based on that evaluation, our Chief Executive Officer and President and our Chief Operating Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level, as of February 3, 2024, to ensure that all information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our principal executive, principal accounting, and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management, including our President and Interim Chief Executive Officer, and Chief Accounting Officer and Interim Chief Financial Officer as of February 1, 2025, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of February 1, 2025.

Based on that evaluation, our President and Interim Chief Executive Officer, and Chief Accounting Officer and Interim Chief Financial Officer as of February 1, 2025, concluded that our disclosure controls and procedures were effective at the reasonable assurance level, as of February 1, 2025, to ensure that all information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our principal executive, principal accounting, and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

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Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Under the supervision and with the participation of our management, including our Chief Executive Officer and President and our Chief Operating Officer and Chief Financial Officer, we conducted an evaluation of the design and effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Under the supervision and with the participation of our management, including our President and Interim Chief Executive Officer, and Chief Accounting Officer and Interim Chief Financial Officer as of February 1, 2025, we conducted an evaluation of the design and effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on our evaluation under the Internal Control-Integrated Framework, our management concluded that our internal control over financial reporting was effective as of February 1, 2025.

Our independent registered public accounting firm that audited the consolidated financial statements included in this annual report has issued an attestation report on our internal control over financial reporting, which is included herein.

Remediation of Material Weakness

As previously reported in Item 4.

“Controls and Procedures” of our Quarterly Report on Form 10-Q for the quarter ended October 28, 2023, in connection with our assessment of the effectiveness of internal control over financial reporting as of October 28 2023, we identified a material weakness in the operation of our internal control related to the review of the borrowing base calculation provided to the Credit Agreement Lenders under our Credit Agreement, resulting in certain technical defaults for which we obtained a waiver, subject to certain temporary enhanced reporting requirements and temporary restrictions on certain payments.

We have completed execution of our remediation plan for this material weakness and, as of February 3, 2024, successfully remediated this material weakness by implementing additional review procedures over the accuracy of the borrowing base calculation, in consideration of any recent amendments to the Credit Agreement.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of The Children’s Place, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited The Children’s Place, Inc.

and subsidiaries’ internal control over financial reporting as of February 3, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, The Children’s Place, Inc.

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of February 3, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February 3, 2024 and January 28, 2023, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity (deficit) and cash flows for each of the three years in the period ended February 3, 2024, and the related notes and our report dated May 3, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/S/ Ernst & Young LLP

Iselin, New Jersey

OTHER INFORMATION.

On May 2, 2024, we entered into a commitment letter with Mithaq for a Shariah-compliant $40.0 million senior unsecured credit facility (the “Mithaq Credit Facility”).

Under the Mithaq Credit Facility, we may request for advances at any time up to July 1, 2025.

If any debt is incurred under the Mithaq Credit Facility, it shall require monthly payments equivalent to interest charged at the SOFR plus 5.000% per annum.

Additionally, such debt shall require no mandatory prepayments and shall mature no earlier than July 1, 2025.

The foregoing description of the Mithaq Credit Facility is qualified in its entirety by reference to the full text thereof, a copy of which is filed herewith as Exhibit 10.27 and is incorporated herein by reference.

Not applicable .

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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The information required to be included by Item 10 of Form 10-K will be set forth in the Company’s proxy statement for its 2025 annual meeting of stockholders to be filed with the SEC within 120 days after February 1, 2025 (the “Proxy Statement”) and is incorporated by reference herein.

We have adopted an insider trading policy governing the purchase and sale of our securities by our directors, executive officers, and employees, and by the Company.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

EXECUTIVE COMPENSATION.

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Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of February 3 , 202 4 and January 2 8 , 20 23

Consolidated Statements of Operations for the fiscal years ended February 3 , 202 4 , January 2 8 , 202 3 , and January 29 , 20 22

Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended February 3 , 202 4 , January 2 8 , 202 3 , and January 29 , 20 2 2

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the fiscal years ended February 3, 2024 , January 2 8 , 202 3 , and January 29 , 20 22

Consolidated Statements of Cash Flows for the fiscal years ended February 3, 2024 , January 2 8 , 202 3 , and January 29 , 20 2 2

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of February 1 , 202 5 and February 3, 2024

Consolidated Statements of Operations for the fiscal years ended February 1 , 202 5 , February 3, 2024 , January 28, 2023

Consolidated Statements of Comprehensive Loss for the fiscal years ended February 1, 202 5 , February 3, 2024 , and January 28, 2023

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the fiscal years ended February 1 , 202 5 , February 3, 2024 , and January 28, 2023

Consolidated Statements of Cash Flows for the fiscal years ended February 1 , 202 5 , February 3, 2024 , and January 28, 2023

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

The Children’s Place, Inc.

Secaucus, New Jersey

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of The Children’s Place, Inc.

(the “Company”) as of February 1, 2025, the related consolidated statements of operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes to the consolidated financial statements (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at February 1, 2025, and the results of its operations and its cash flows for the year ended February 1, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Gymboree Tradename

As described in Notes 1, 4, and 14 to the consolidated financial statements, the Company’s Gymboree Tradename had a carrying value of $13.0 million as of February 1, 2025.

The indefinite-lived tradename is evaluated for impairment annually or more frequently if events or changes in circumstances indicate that a decline in value may have occurred.

An impairment loss is recognized when the estimated fair value of tradename is less than the carrying value.

The Company recorded an impairment charge related to the Gymboree tradename of $28.0 million in the second quarter of fiscal year 2024, which reduced its carrying value to $13.0 million.

The determination of the fair value of the Gymboree Tradename requires management to make significant estimates and assumptions related to future cash flows, royalty rate and the discount rate used in the valuation model.

We identified certain assumptions used in the determination of the fair value of the Gymboree tradename, specifically the revenue growth rate, royalty rate, and the discount rate as a critical audit matter.

The principal consideration for our determination is the judgment used to evaluate the revenue growth rate, royalty rate, and the discount rate in the fair value determination of the Gymboree Tradename.

Auditing these assumptions involved especially challenging and subjective auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skills and knowledge needed.

The primary procedures we performed to address this critical audit matter included:

• Obtaining an understanding of management's process related to the Gymboree tradename impairment assessment and the determination of the estimated fair value of the tradename including the revenue growth rate, royalty rate, and the discount rate.

• Performing a sensitivity analysis of the significant assumptions to evaluate the change in the estimated fair value that would result from changes in the significant assumptions.

• Evaluating the revenue growth rate used in the determination of the estimated fair value related to the Gymboree tradename by comparing the revenue growth rate against historical financial results, guideline companies, and industry information.

• Utilizing personnel with specialized knowledge and skills in valuation to evaluate the royalty rate and discount rate used in the determination of the estimated fair value related to the Gymboree tradename.

• Evaluating on a sample basis, the completeness and accuracy of the underlying data used by the Company used to develop the revenue growth rate and royalty rate.

/S/ BDO USA, P.C.

We have served as the Company’s auditor since 2024.

Woodbridge, New Jersey

April 17, 2025

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of The Children’s Place, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of The Children’s Place, Inc.

and subsidiaries (the Company) as of February 3, 2024 and January 28, 2023, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders' equity (deficit) and cash flows for each of the three years in the period ended February 3, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at February 3, 2024 and January 28, 2023, and the results of its operations and its cash flows for each of the three years in the period ended February 3, 2024, in conformity with U.S.

We have audited the accompanying consolidated balance sheet of The Children’s Place, Inc.

and subsidiaries (the Company) as of February 3, 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity (deficit) and cash flows for each of the two years in the period ended February 3, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at February 3, 2024 and the results of its operations and its cash flows for each of the two years in the period ended February 3, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of February 3, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May 3, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

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Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

Valuation of Gymboree Tradename

Description of the Matter

At February 3, 2024, the Company’s Gymboree tradename had a carrying value of $41.0 million.

As discussed in Note 1 to the consolidated financial statements, the Company tests the indefinite-lived tradename for impairment at least annually, or more frequently when events or changes in circumstances indicate that a decline in value may have occurred.

An impairment loss is recognized when the fair value of tradename is less than the carrying value.

As discussed in Note 4 to the consolidated financial statements, the Company performed its annual impairment assessment of the Gymboree tradename as of December 31, 2023 and recorded an impairment charge of $29.0 million in Fiscal 2023, which reduced the carrying value to its fair value of $41.0 million as of February 3, 2024.

Auditing management’s Gymboree tradename impairment test is complex and involves a high degree of subjectivity due to the level of management judgment and estimation necessary to determine the fair value of the tradename.

The significant assumptions used in management’s fair value analysis includes future net sales for the brand, royalty rates, and the weighted average cost of capital.

These assumptions are forward-looking and changes in market, industry and company-specific conditions could materially impact the determination of the fair value of the Gymboree tradename and the measurement of an impairment.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s valuation of the Gymboree tradename.

This included testing management’s review controls relating to the Company’s valuation model and significant assumptions, described above.

To test the estimated fair value of the Gymboree tradename, we performed audit procedures that included, among others, assessing the valuation methodology and significant assumptions discussed above used by the Company in its analysis.

We involved a valuation specialist to assist in our evaluation of the valuation model, royalty rates and the weighted average cost of capital used in the valuation.

Additionally, we evaluated the completeness and accuracy of the underlying data used by the Company supporting the significant assumptions in its analysis.

When evaluating the assumption related to the future net sales for the brand, we compared the forecasted information to historical results and current industry and economic trends.

We also performed a sensitivity analysis of the significant assumptions to evaluate the change in the fair values that would result from changes in the significant assumptions.

/S/ Ernst & Young, LLP

We have served as the Company’s auditor since 2018.

We have served as the Company’s auditor from 2018 to 2024.

Iselin, New Jersey

except for Note 17 and the effects of the rights offering described in Note 13, as to which the date is

April 17, 2025.

THE CHILDREN’S PLACE, INC.

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CONSOLIDATED BALANCE SHEETS

2024 January 28,

2025 February 3,

(in thousands, except par value)

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Tradenames, net 13,000 41,123

Deferred income taxes — 36,616

Other assets 7,466 6,958

Total assets $ 747,552 $ 800,308

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

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Long-term debt — 49,818

Related party long-term debt 165,974 —

Long-term portion of operating lease liabilities 107,287 118,073

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Commitments and contingencies (see Note 10)

Stockholders’ equity (deficit):

Stockholders’ deficit:

Preferred stock, $ 1.00 par value, 1,000 shares authorized, 0 shares issued and outstanding

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Accumulated other comprehensive loss ( 19,491 ) ( 16,496 )

Retained earnings (deficit) ( 134,865 ) 22,540

Total stockholders’ equity (deficit) ( 9,019 ) 158,478

Total liabilities and stockholders’ equity (deficit) $ 800,308 $ 986,281

Accumulated deficit ( 192,684 ) ( 134,865 )

Total stockholders’ deficit ( 59,411 ) ( 9,019 )

Total liabilities and stockholders’ deficit $ 747,552 $ 800,308

See accompanying notes to these consolidated financial statements.

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Fiscal Years Ended

2024 January 28,

2025 February 3,

2024 January 28,

(in thousands, except earnings (loss) per common share)

(in thousands, except loss per common share)

Net sales $ 1,386,269 $ 1,602,508 $ 1,708,482

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Asset impairment charges 28,000 34,543 3,256

Operating income (loss) ( 83,798 ) ( 1,530 ) 275,648

Interest expense ( 30,087 ) ( 13,324 ) ( 18,634 )

Operating loss ( 13,701 ) ( 83,798 ) ( 1,530 )

Related party interest expense ( 6,493 ) — —

Other interest expense ( 29,301 ) ( 30,087 ) ( 13,324 )

Interest income 47 87 92

Income (loss) before provision (benefit) for income taxes ( 113,798 ) ( 14,762 ) 257,030

Loss before provision (benefit) for income taxes ( 49,448 ) ( 113,798 ) ( 14,762 )

Provision (benefit) for income taxes 8,371 40,743 ( 13,624 )

Net income (loss) $ ( 154,541 ) $ ( 1,138 ) $ 187,171

Earnings (loss) per common share

Net loss $ ( 57,819 ) $ ( 154,541 ) $ ( 1,138 )

Loss per common share

Basic $ ( 4.53 ) $ ( 12.34 ) $ ( 0.09 )

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Fiscal Years Ended

2024 January 28,

2025 February 3,

2024 January 28,

(in thousands)

Net income (loss) $ ( 154,541 ) $ ( 1,138 ) $ 187,171

Net loss $ ( 57,819 ) $ ( 154,541 ) $ ( 1,138 )

Other comprehensive loss:

Foreign currency translation adjustment ( 2,995 ) ( 249 ) ( 2,061 )

Total comprehensive income (loss) $ ( 154,790 ) $ ( 3,199 ) $ 186,801

Total comprehensive loss $ ( 60,814 ) $ ( 154,790 ) $ ( 3,199 )

See accompanying notes to these consolidated financial statements.

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Accumulated Total

Additional Retained Other Stockholders'

Common Stock Paid-In Deferred Earnings Comprehensive Treasury Stock Equity

Additional Other Stockholders'

Common Stock Paid-In Deferred Accumulated Comprehensive Treasury Stock Equity

(in thousands) Shares Amount Capital Compensation Deficit Loss Shares Amount (Deficit)

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Deferral of common stock into deferred compensation plan — — — 293 — — ( 6 ) ( 293 ) —

Net income 187,171 187,171

Net loss — — — — ( 1,138 ) — — — ( 1,138 )

Balance, January 28, 2023 12,292 $ 1,229 $ 150,956 $ 3,736 $ 22,540 $ ( 16,247 ) ( 67 ) $ ( 3,736 ) $ 158,478

Vesting of stock awards 503 51 ( 51 ) — — — — — —

Stock-based compensation expense 29,150 29,150

Stock-based compensation benefit — — ( 5,576 ) — — — — — ( 5,576 )

Purchase and retirement of common stock ( 210 ) ( 21 ) ( 4,246 ) — ( 2,864 ) — — — ( 7,131 )

Other comprehensive loss — — — — — ( 249 ) — — ( 249 )

Deferral of common stock into deferred compensation plan 293 ( 6 ) ( 293 ) —

Distribution of common stock into deferred compensation plan, net of deferrals — — — ( 827 ) — — 11 827 —

Net loss — — — — ( 154,541 ) — — — ( 154,541 )

Balance, January 28, 2023 12,292 $ 1,229 $ 150,956 $ 3,736 $ 22,540 $ ( 16,247 ) ( 67 ) $ ( 3,736 ) $ 158,478

Balance, February 3, 2024 12,585 $ 1,259 $ 141,083 $ 2,909 $ ( 134,865 ) $ ( 16,496 ) ( 56 ) $ ( 2,909 ) $ ( 9,019 )

Vesting of stock awards 278 28 ( 28 ) — — — — — —

Stock-based compensation benefit ( 5,576 ) ( 5,576 )

Stock-based compensation expense — — 12,786 — — — — — 12,786

Purchase and retirement of common stock ( 78 ) ( 8 ) ( 666 ) — — — — — ( 674 )

Stock issuance costs — — ( 1,690 ) — — — — — ( 1,690 )

Other comprehensive loss — — — — — ( 2,995 ) — — ( 2,995 )

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Fiscal Years Ended

2024 January 28,

2025 February 3,

2024 January 28,

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) $ ( 154,541 ) $ ( 1,138 ) $ 187,171

Reconciliation of net income (loss) to net cash provided by (used in) operating activities:

Net loss $ ( 57,819 ) $ ( 154,541 ) $ ( 1,138 )

Reconciliation of net loss to net cash (used in) provided by operating activities:

Non-cash portion of operating lease expense 76,963 83,591 88,936

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Deferred income tax provision (benefit) — 36,975 ( 13,675 )

Loss on extinguishment of debt — — 3,679

Other non-cash charges, net 2,782 729 601

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Other long-term liabilities ( 593 ) ( 2,934 ) 1,198

Net cash provided by (used in) operating activities 92,800 ( 8,218 ) 133,276

Net cash (used in) provided by operating activities ( 117,594 ) 92,800 ( 8,218 )

CASH FLOWS FROM INVESTING ACTIVITIES:

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Repayments under revolving credit facility ( 1,230,968 ) ( 639,931 ) ( 602,046 )

Proceeds from issuance of term loan, net of discount — — 50,000

Proceeds from issuance of related party term loans 168,600 — —

Repayment of term loan ( 50,000 ) — —

Payment of debt issuance costs ( 6,784 ) ( 861 ) —

Payment of stock issuance costs ( 1,690 ) — —

Purchase and retirement of common stock, including shares surrendered for tax withholdings and transaction costs ( 673 ) ( 7,131 ) ( 94,616 )

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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Net cash paid (received) for income taxes $ 5,775 $ ( 14,969 ) $ 49,563

Net cash (received) paid for income taxes $ ( 1,726 ) $ 5,775 $ ( 14,969 )

Cash paid for interest 27,007 29,038 12,354

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The Children’s Place, Inc.

and its subsidiaries (collectively, the “Company”) operate an omni-channel children’s specialty portfolio of brands with an industry-leading digital-first operating model.

Its 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.

The Company designs, contracts to manufacture, and sells fashionable, high-quality apparel, accessories and footwear predominantly at value prices, primarily under the Company’s proprietary brands “The Children’s Place”, “Gymboree”, “Sugar & Jade”, and “PJ Place”.

Its 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.

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

The Company classifies its business into two segments:

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

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

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

Each segment includes an e-commerce business located at www.childrensplace.com and www.gymboree.com .

The Company also has social media channels on Instagram, Facebook, X, formerly known as Twitter, YouTube and Pinterest.

Terms that are commonly used in the notes to the Company’s consolidated financial statements 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 - The Company’s next fiscal year representing the fifty-two weeks ending February 1, 2025

Securities and Exchange Commission

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The Company’s fiscal year is a 52-week or 53-week period ending on the Saturday on or nearest to January 31.

Fiscal 2023 was a 53-week year, Fiscal 2022 and 2021 were 52-week years.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company incurred net losses in Fiscal 2023 and Fiscal 2022.

As of February 3, 2024, the Company had an accumulated deficit of $ 134.9 million, a working capital deficit of $ 164.3 million, which included borrowings of $ 226.7 million under its asset-based revolving credit facility, which do not mature until November 2026, and the Company had availability under its asset-based revolving credit facility of $ 24.3 million.

These conditions had raised concerns for the Company about its ability to fund its operations without additional liquidity.

Subsequent to February 3, 2024, the Company raised additional debt financing of $ 168.6 million from Mithaq Capital SPC, a Cayman segregated portfolio company (“Mithaq”).

The proceeds from these financings have been used to pay down the Company’s $ 50.0 million term loan that existed as of February 3, 2024, and the remaining proceeds were used to support the general operations of the business, including working capital.

The Company plans to alleviate its liquidity concerns with additional financing.

On May 2, 2024, the Company and Mithaq entered into a commitment letter pursuant to which Mithaq agreed to provide the Company an unsecured credit facility of up to $ 40.0 million in accordance with the terms described in “Note 18.

Subsequent Events” of the Consolidated Financial Statements, “Item 8.

Financial Statements and Supplementary Data” of this Form 10-K.

This credit facility will be available to draw on during the availability period to augment its liquidity position, if needed.

The Company concluded that its existing cash on hand, expected cash generated from operations, funds available to it through its asset-based revolving credit facility and the additional financings received from Mithaq subsequent to Fiscal 2023, including that to be provided pursuant to the commitment letter, will be sufficient to fund its capital and other cash requirements for at least the next twelve months from the date that the consolidated financial statements were issued.

Fiscal 2024 was a 52-week year, Fiscal 2023 was a 53-week year, and Fiscal 2022 was a 52-week year.

Basis of Presentation

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Intercompany balances and transactions have been eliminated.

As of February 3, 2024 and January 28, 2023, the Company did not have any investments in unconsolidated affiliates.

As of February 1, 2025 and February 3, 2024, the Company did not have any investments in unconsolidated affiliates.

FASB ASC 810— Consolidation is considered when determining whether an entity is subject to consolidation.

Certain prior period financial statements disclosures have been conformed to the current period presentation.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Use of Estimates

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The Company capitalizes certain buying, design, and supply chain costs in inventory, and these costs are reflected within Cost of sales as the inventories are sold.

The Company establishes reserves based on an analysis of historical sales trends of its individual product categories, the impact of market trends and economic conditions, and a forecast of future demand, as well as plans to sell through inventory.

Inventory shrinkage is estimated based upon the historical results of physical inventory counts in the context of current year facts and circumstances.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Deferred Financing Costs

The Company capitalizes costs directly associated with acquiring third-party financing.

Deferred financing costs for the asset-based revolving credit facility are included in Other assets and deferred financing costs for the term loan are recorded in Long-term debt.

Deferred financing costs for the asset-based revolving credit facility are included in Other assets and deferred financing costs for the term loans are recorded in Long-term debt as a reduction of the related term loan.

These costs are amortized as Interest expense over the term of the related indebtedness.

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Preliminary project costs and post-implementation costs such as training, maintenance, and support are expensed as incurred.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Intangible Assets

The Company’s intangible assets include both indefinite-lived and finite-lived assets.

Intangible assets with an indefinite life consists of the acquired Gymboree tradename, which is tested for impairment annually at the end of December or whenever circumstances indicate that a decline in value may have occurred.

The Company estimates the fair value of this intangible asset based on an income approach using the relief-from-royalty method.

Intangible assets with an indefinite life consists of the acquired Gymboree tradename, and is tested for impairment using a qualitative assessment to determine whether its fair value is below its carrying value.

If there are indicators of impairment, the Company performs a quantitative assessment to estimate the fair value of this intangible asset based on an income approach using the relief-from-royalty method.

The Company’s finite-lived intangible assets consist primarily of customer lists and other acquisition-related assets.

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In addition, the Company utilizes market-corroborated inputs, including sales per square foot and cost of occupancy rates, in its calculation of the fair value of its ROU assets and any necessary discounting required for rent rates based on macroeconomic conditions or local mall conditions.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Insurance and Self-Insurance Reserves

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For finance leases, the ROU asset is initially measured at cost and subsequently amortized using the straight-line method, generally from the lease commencement date to the earlier of the end of its useful life or the end of the lease term.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The discount rate is the rate implicit in the lease, unless that rate cannot be readily determined.

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Treasury stock is recorded at acquisition cost.

Gains and losses on disposition are recorded as increases or decreases to Additional paid-in capital with losses in excess of previously recorded gains charged directly to Retained earnings (deficit).

When treasury shares are retired and returned to authorized but unissued status, the carrying value in excess of par is allocated to Additional paid-in capital and Retained earnings (deficit) on a pro rata basis.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company utilizes the liability method of accounting for income taxes as set forth in FASB ASC 740— Income Taxes .

Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities, as well as for net operating losses and tax credit carryforwards.

Gains and losses on disposition are recorded as increases or decreases to Additional paid-in capital with losses in excess of previously recorded gains charged directly to Accumulated deficit.

When treasury shares are retired and returned to authorized but unissued status, the carrying value in excess of par is allocated to Additional paid-in capital and Accumulated deficit on a pro rata basis.

The Company utilizes the asset and liability method of accounting for income taxes as set forth in FASB ASC 740— Income Taxes .

Under the asset and liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities, as well as for net operating losses and tax credit carryforwards.

Deferred tax assets and liabilities are measured using currently enacted tax rates applied to taxable income in effect for the years in which the basis differences and tax assets are expected to be realized.

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If the Company determines that it would not be able to realize its recorded deferred tax assets, an increase in the valuation allowance would decrease earnings in the period in which such determination is made.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company assesses income tax positions and records tax benefits for all years subject to examination based upon the Company’s evaluation of the facts, circumstances, and information available at the reporting date.

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Payments of deferred amounts are generally made in either a lump sum or in annual installments over a period not exceeding 15 years.

During fiscal year 2010, the Deferred Compensation Plan was amended to allow for cash deferrals made by members of the Board of Directors to be invested in shares of the Company’s common stock.

Such elections are irrevocable and will be settled in shares of common stock.

All deferred amounts are payable in the form in which they were made, except for Board of Directors fees invested in shares of the Company’s common stock, which are settled in shares of Company common stock.

Earlier distributions are not permitted, except in the case of an unforeseen hardship.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company has established a rabbi trust that serves as an investment to shadow the Deferred Compensation Plan liability.

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dollars, and there are intercompany charges between various subsidiaries.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company recognizes revenue, including shipping and handling fees billed to customers, upon purchase at the Company’s retail stores or when received by the customer if the product was purchased via e-commerce, net of coupon redemptions and anticipated sales returns.

The Company deferred sales of $ 3.1 million and $ 2.9 million within Accrued expenses and other current liabilities as of February 3, 2024 and January 28, 2023, respectively, based upon estimated time of delivery, at which point control passes to the customer.

The Company recognizes revenue, including shipping and handling fees billed to customers as applicable, upon purchase at the Company’s retail stores or when received by the customer if the product was purchased via e-commerce, net of coupon redemptions and anticipated sales returns.

The Company deferred sales of $ 3.2 million and $ 3.1 million within Accrued expenses and other current liabilities as of February 1, 2025 and February 3, 2024, respectively, based upon estimated time of delivery, at which point control passes to the customer.

Sales tax collected from customers is excluded from revenue.

For its wholesale business, the Company recognizes revenue, including shipping and handling fees billed to customers, when title of the goods passes to the customer, net of commissions, discounts, operational chargebacks, and cooperative advertising.

The allowance for wholesale revenue included within Accounts receivable was $ 9.0 million and $ 5.0 million as of February 3, 2024 and January 28, 2023, respectively.

For its wholesale business, the Company recognizes revenue, when title of the goods passes to the customer, net of commissions, discounts, operational chargebacks, and cooperative advertising.

The allowance for wholesale revenue included within Accounts receivable was $ 8.7 million and $ 9.0 million as of February 1, 2025 and February 3, 2024, respectively.

For the sale of goods to retail customers with a right of return, the Company recognizes revenue for the consideration it expects to be entitled to and calculates an allowance for estimated sales returns based upon the Company’s sales return experience.

Adjustments to the allowance for estimated sales returns in subsequent periods have not been material based on historical data, thereby reducing the uncertainty inherent in such estimates.

The allowance for estimated sales returns, which is recorded in Accrued expenses and other current liabilities, was $ 1.7 million and $ 1.0 million as of February 3, 2024 and January 28, 2023, respectively.

The Company’s private label credit card is issued to 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 by a third-party financial institution on a non-recourse basis to the Company.

The allowance for estimated sales returns, which is recorded in Accrued expenses and other current liabilities, was $ 1.0 million and $ 1.7 million as of February 1, 2025 and February 3, 2024, respectively.

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

The private label credit card includes multiple performance obligations for the Company, including marketing and promoting the program on behalf of the bank and the operation of the loyalty rewards program.

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The amount allocated to the reward obligation is recognized on a point-in-time basis as redemptions under the loyalty program occur.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In measuring revenue and determining the consideration the Company is entitled to as part of a contract with a customer, the Company takes into account the related elements of variable consideration, such as additional bonuses, including profit-sharing, over the life of the private label credit card program.

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These points can be redeemed for coupons to discount future purchases.

The redemption cycle for coupons is 45 days.

A contract liability is estimated based on the standalone selling price of benefits earned by customers through the program and the related redemption experience under the program.

The value of each point earned is recorded as deferred revenue and is included within Accrued expenses and other current liabilities.

The total contract liabilities related to this program were $ 1.7 million and $ 2.6 million as of February 3, 2024 and January 28, 2023, respectively.

The total contract liabilities related to this program were $ 3.7 million, $ 1.7 million and $ 2.6 million and as of February 1, 2025, February 3, 2024, and January 28, 2023, respectively.

During Fiscal 2024 and Fiscal 2023, the Company recognized Net sales of $ 1.7 million and $ 2.6 million related to the points-based customer loyalty program liability balance that existed at February 3, 2024 and January 28, 2023, respectively.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company’s policy with respect to gift cards is to record revenue as and when the gift cards are redeemed for merchandise.

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The liability is estimated based on expected breakage that considers historical patterns of redemption.

The gift card liability balance was $ 6.8 million and $ 11.1 million as of February 3, 2024 and January 28, 2023, respectively.

During Fiscal 2023, the Company recognized Net sales of $ 9.3 million related to the gift card liability balance that existed at January 28, 2023.

The gift card liability balance was $ 4.8 million, $ 6.8 million, and $ 11.1 million as of February 1, 2025, February 3, 2024, and January 28, 2023, respectively.

During Fiscal 2024 and Fiscal 2023, the Company recognized Net sales of $ 5.4 million and $ 9.3 million related to the gift card liability balance that existed at February 3, 2024 and January 28, 2023, respectively.

The Company has an international program of territorial agreements with franchisees.

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Cost of Sales (exclusive of depreciation and amortization)

In addition to the cost of inventory sold, the Company includes certain buying, design, and distribution expenses, shipping and handling costs on merchandise sold directly to customers, and letter of credit fees in Cost of sales.

In addition to the cost of inventory sold, the Company includes certain buying, design, and distribution expenses, and shipping and handling costs on merchandise sold directly to customers.

The Company records all occupancy costs in Cost of sales, except for administrative office buildings, which are recorded in Selling, general, and administrative expenses.

All depreciation is reported on a separate line in the Company’s Consolidated Statements of Operations.

All depreciation and amortization is reported on a separate line in the Company’s Consolidated Statements of Operations.

Stock-Based Compensation

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The Human Capital & Compensation Committee is comprised of independent members of the Board of Directors.

Effective May 20, 2011, the shareholders approved the 2011 Equity Incentive Plan (the “Equity Plan”).

Effective May 20, 2011, the stockholders approved the 2011 Equity Incentive Plan (the “Equity Plan”).

The Equity Plan allows the Human Capital & Compensation Committee to grant multiple forms of stock-based compensation, such as stock options, stock appreciation rights, restricted stock awards, deferred stock awards, and performance stock awards.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company accounts for stock-based compensation in accordance with the provisions of FASB ASC 718— Compensation—Stock Compensation .

These provisions require, among other things:

(a) the fair value at grant date of all stock awards be expensed over their respective vesting periods;

(b) the amount of cumulative compensation cost recognized at any date must at least be equal to the portion of the grant-date value of the award that is vested at that date;

and (c) that compensation expense (benefit) include a forfeiture estimate for those shares not expected to vest.

(i) the fair value at grant date of all stock awards be expensed over their respective vesting periods;

(ii) the amount of cumulative compensation cost recognized at any date must at least be equal to the portion of the grant-date value of the award that is vested at that date;

and (iii) that compensation expense include a forfeiture estimate for those shares not expected to vest.

The fair value of all stock awards is based on the closing price of the Company’s common stock on the grant date.

Also, in accordance with these provisions, for those awards with multiple vest dates, the Company recognizes compensation cost on a straight-line basis over the requisite service period for the entire award.

The expense (benefit) recognized for Performance Awards throughout the service period and the number of shares that are projected to ultimately vest, are based on the estimated degree to which the related performance metrics are expected to be achieved.

We grant time-vesting and performance-based stock awards to employees at senior management levels.

We also grant time-vesting stock awards to our non-employee independent directors.

Time-vesting awards are granted in the form of restricted stock units that require each recipient to complete a service period (“Deferred Awards”).

Typically, Performance-based stock awards are granted in the form of restricted stock units, which have performance criteria that must be achieved for the awards to be earned, in addition to a service period requirement (“Performance Awards”), and each Performance Award has a defined number of shares that an employee can earn (the “Target Shares”).

In Fiscal 2024, there was a change of control of the Company, which triggered a conversion of all then-outstanding Performance Awards into service-based Performance Awards in accordance with their terms.

As a result, the Fiscal 2023, Fiscal 2022 and fiscal year 2021 Performance Awards will all vest or have vested, as applicable, at their Target Shares on their respective vesting dates without regard to the achievement of any of the performance metrics associated with those awards, provided that the recipient be employed at the Company on each such vesting date.

In Fiscal 2024, the stock awards granted to employees at senior management levels were a combination of both Deferred Awards and Performance Awards.

The Deferred Award portion has a one-year vesting schedule, while the Performance Award portion is subject to graded vesting over the subsequent two years of the stock award, whereby employees may earn from 0 % to 200 % of their Target Shares in each of those years, based on the terms of the award and our achievement of certain performance goals established for such Performance Awards.

The expense recognized for Performance Awards throughout the service period and the number of shares that are projected to ultimately vest, are based on the estimated degree to which the related performance metrics are expected to be achieved.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Advertising and Marketing Costs

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Advertising and other marketing costs are recorded in Selling, general, and administrative expenses and amounted to $ 68.9 million, $ 99.9 million, and $ 55.5 million in Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively.

Deferred advertising, marketing, and promotional costs, which principally relate to advertisements that have not yet been exhibited or services that have not yet been received, were $ 0.2 million and $ 1.4 million at February 3, 2024 and January 28, 2023, respectively, and were recorded within Prepaid expenses and other current assets in the Company’s Consolidated Balance Sheets.

Earnings (Loss) per Common Share

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Recent Accounting Standards Updates

Accounting Pronouncement Recently Adopted

In November 2023, the FASB issued Accounting Standards Update No.

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ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of this update on its consolidated financial statements.

The Company adopted ASU 2023-07 on a retrospective basis, which expanded our disclosures but did not have a material impact on our consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued Accounting Standards Update No.

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ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The adoption of ASU 2023-09 will expand our disclosures, but we do not expect it to have a material impact on our consolidated financial statements.

In November 2024, the FASB issued Accounting Standards Update No.

2024-03 “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40),” (“ASU 2024-03”).

The amendments in ASU 2024-03 are designed to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods with fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of this update on its consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the Company’s revenues disaggregated by geography:

The following table presents the Company’s net sales disaggregated by geography:

Fiscal Years Ended

2024 January 28,

2025 February 3,

2024 January 28,

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RESTRUCTURING

In support of the Company’s ongoing structural transformation from a legacy store operating model to a digital-first retailer, during the second quarter of Fiscal 2023, the Company voluntarily entered into an early termination of its corporate office lease and implemented a workforce reduction.

The Company proactively accelerated the termination of its corporate office lease to capitalize on the prevailing tenant-favorable market conditions and subsequently executed an amendment to its corporate office lease in January 2024 with its current landlord at more favorable rates.

The amended lease will expire in May 2037, with a termination right after the seventh year, and two five-year renewal options at fair market value.

The Company expects to reduce its square footage at its corporate office in May 2024 when its current lease expires.

The Company also implemented a plan that encompassed multiple headcount reductions, which accounted for approximately 20 % of its salaried workforce, the substantial majority of whom were located at the Company’s corporate offices in Secaucus, New Jersey, with the balance at other domestic and international locations.

The associated workforce reduction was substantially completed as of the end of the first quarter of Fiscal 2024.

In addition, the lease for the Company’s distribution center in Toronto, Canada (“TODC”) expired in April 2024.

The Company moved these operations to the United States to its current distribution center in Alabama as of the end of the first quarter of Fiscal 2024.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As a result of these strategic actions associated with the voluntary early termination of its corporate office lease, the move from the TODC, and workforce reductions, the Company incurred non-operating charges of $ 11.8 million in restructuring costs during Fiscal 2023 on a pretax basis, summarized in the following table:

As a result of the strategic actions associated with the voluntary early termination and subsequent renewal of the Company’s corporate office lease, the move of its distribution center operations from Toronto, Canada (“TODC”) to Alabama in the United States, and workforce reductions, the Company incurred $ 2.5 million and $ 11.8 million in restructuring costs during Fiscal 2024 and Fiscal 2023, respectively, on a pretax basis, summarized in the following table:

Fiscal Years Ended

2024 January 28,

2025 February 3,

(in thousands)

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Lease termination costs (1)

TODC costs (2)

Professional fees — 268

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$ 2,549 $ 11,808

(1) Includes non-cash charges related to accelerated depreciation on certain assets in the corporate office over the reduced term, amounting to $ 1.8 million during Fiscal 2023.

(2) Restructuring costs are recorded within Selling, general and administrative expenses, except accelerated depreciation charges noted above, which are recorded within Depreciation and amortization, and are primarily recorded within The Children’s Place U.S.

The following table summarizes the restructuring costs that have been partially settled with cash payments and the remaining related liability as of February 3, 2024.

The remaining related liability is expected to be settled with cash payments in Fiscal 2024 and these costs are included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets:

Employee-Related Costs Lease Termination Costs Professional Fees Total

___________________________________________

(1) Includes non-cash charges related to accelerated depreciation on certain assets in the corporate office over the reduced term, amounting to $ 0.7 million and $ 1.8 million during Fiscal 2024 and Fiscal 2023, respectively.

(2) Includes non-cash charges related to accelerated depreciation on TODC assets, amounting to $ 1.1 million during Fiscal 2024.

(3) Restructuring costs are recorded within Selling, general and administrative expenses, except accelerated depreciation charges noted above, which are recorded within Depreciation and amortization .

TODC costs are recorded within The Children’s Place International segment.

The remaining restructuring costs are primarily recorded within The Children’s Place U.S.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables summarize the restructuring costs that have been settled with cash payments.

There was no remaining liability as of February 1, 2025.

Employee-Related Costs Lease Termination Costs TODC Costs Professional Fees Total

(in thousands)

Balance at April 29, 2023 $ — $ — $ — $ —

Provision 5,433 4,040 186 9,659

Cash Payments ( 2,602 ) ( 4,040 ) — ( 6,642 )

Balance at July 29, 2023 2,831 — 186 3,017

Balance at January 28, 2023 $ — $ — $ — $ — $ —

Provision 7,382 4,040 — 268 11,690

Cash Payments ( 5,716 ) ( 4,040 ) — ( 268 ) ( 10,024 )

Balance at October 28, 2023 853 — — 853

Balance at February 3, 2024 1,666 — — — 1,666

Provision ( 248 ) — 432 — 184

1 unchanged sentence

Balance at February 1, 2025 $ — $ — $ — $ — $ —

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

INTANGIBLE ASSETS

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These intangible assets, inclusive of acquisition costs, are recorded in the long-term assets section of the Consolidated Balance Sheets.

The Company performed its annual impairment assessment of the Gymboree tradename as of December 31, 2023 and recorded an impairment charge of $ 29.0 million in Fiscal 2023, which reduced the carrying value to its fair value of $ 41.0 million.

There were no impairment charges recorded in Fiscal 2022 or Fiscal 2021.

The Company identified an indicator of impairment in its qualitative assessment performed during Fiscal 2024 and Fiscal 2023, primarily due to reductions in Gymboree sales forecasts and performed a quantitative impairment assessment of the Gymboree tradename.

Some of the key assumptions used in the Fiscal 2024 quantitative impairment assessment included a long-term revenue growth rate of 2.5 % and a discount rate of 14.5 %.

Based on its quantitative assessment performed, the Company recorded an impairment charge of $ 28.0 million in Fiscal 2024, which reduced the carrying value to its fair value of $ 13.0 million.

The Company recorded a $ 29.0 million impairment charge in Fiscal 2023 and there was no impairment charge in Fiscal 2022.

The Company’s intangible assets were as follows:

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(in thousands)

Gymboree tradename (1)

Indefinite $ 41,000 $ — $ 41,000

Crazy 8 tradename (1)

5 years 4,000 ( 3,877 ) 123

Gymboree tradename Indefinite $ 13,000 $ — $ 13,000

Crazy 8 tradename 5 years 4,000 ( 4,000 ) —

Total intangible assets $ 13,000 $ — $ 13,000

January 28, 2023

February 3, 2024

Useful Life Gross Amount Accumulated Amortization Net Amount

(in thousands)

Gymboree tradename (1)

Indefinite $ 69,953 $ — $ 69,953

Crazy 8 tradename (1)

5 years 4,000 ( 3,062 ) 938

Customer databases (2)

3 years 3,000 ( 3,000 ) —

Gymboree tradename Indefinite $ 41,000 $ — $ 41,000

Crazy 8 tradename 5 years 4,000 ( 3,877 ) 123

Total intangible assets $ 45,000 $ ( 3,877 ) $ 41,123

____________________________________________

(1) Included within Tradenames, net on the Consolidated Balance Sheets.

(2) Included within Other assets on the Consolidated Balance Sheets.

THE CHILDREN’S PLACE, INC.

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Property and equipment consisted of the following:

February 3, 2024 January 28, 2023

February 1, 2025 February 3, 2024

(in thousands)

Property and equipment:

Land and land improvements $ 3,403 $ 3,403

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Less accumulated depreciation and amortization ( 572,211 ) ( 679,381 )

Property and equipment, net $ 124,750 $ 149,874

Total property and equipment, net $ 97,487 $ 124,750

The Company reviewed its store related long-lived assets for indicators of impairment, and performed a recoverability test if indicators were identified.

Based on the results of the analyses performed, the Company recorded asset impairment charges during Fiscal 2023, Fiscal 2022, and Fiscal 2021 of $ 5.6 million, $ 3.3 million, and $ 1.5 million, respectively, inclusive of ROU assets .

Based on the results of the analyses performed, the Company did no t record impairment charges on its store related long-lived assets during Fiscal 2024.

The Company recorded asset impairment charges during Fiscal 2023 and Fiscal 2022 of $ 5.6 million, and $ 3.3 million, respectively, inclusive of ROU assets.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following:

February 3, 2024 January 28, 2023

February 1, 2025 February 3, 2024

(in thousands)

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Prepaid cloud computing 4,385 8,329

Prepaid insurance 2,679 3,305

Prepaid maintenance contracts 3,215 1,843

Prepaid insurance 5,097 2,679

Other 2,823 3,825

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Accrued expenses and other current liabilities consisted of the following:

February 3, 2024 January 28, 2023

February 1, 2025 February 3, 2024

(in thousands)

Accrued salaries and benefits $ 19,760 $ 19,140

Accrued freight 10,324 4,275

Sales taxes and other taxes payable 7,212 5,643

Related party accrued interest 6,493 —

Accrued marketing 5,754 3,177

Customer liabilities 4,784 6,817

Accrued legal costs 6,771 3,880

Accrued real estate expenses 4,780 6,366

Deferred revenue 4,183 4,832

Accrued legal costs 4,100 6,771

Sales taxes and other taxes payable 4,074 7,212

Loyalty points 3,692 1,686

Accrued outside services 2,460 4,044

Accrued insurance 3,786 4,277

Accrued IT costs 2,995 4,676

Accrued marketing 3,177 4,286

Accrued store expenses 2,369 2,319

Accrued insurance 2,287 3,786

Accrued freight 2,124 10,324

Accrued professional fees 1,620 2,301

Loyalty points 1,686 2,626

Accrued construction-in-progress 1,045 3,613

Accrued IT costs 1,225 2,995

Other 6,190 7,838

5 unchanged sentences

Fiscal Years Ended

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

February 1, 2025 February 3, 2024 January 28, 2023

(in thousands)

1 unchanged sentence

Variable operating lease cost 24,425 44,195 51,905

44,195 51,905 39,711

Total operating lease cost $ 114,554 $ 135,261 $ 151,893

____________________________________________

(1) Includes short term leases with lease periods of less than 12 months as well as lease abatements accounted for as reductions to variable lease costs under the COVID-19 expedient in Fiscal 2022 and Fiscal 2021 of $ 1.5 million and $ 12.1 million, respectively.

As of February 3, 2024, the weighted-average remaining operating lease term was 4.2 years, and the weighted-average discount rate for operating leases was 7.1 %.

Cash paid for amounts included in the measurement of operating lease liabilities in Fiscal 2023 was $ 93.4 million.

ROU assets obtained in exchange for new operating lease liabilities were $ 120.5 million in Fiscal 2023.

The following table provides the weighted-average remaining lease term of the Company’s operating leases, the weighted-average discount rate used to calculate the Company’s operating liabilities, cash paid for amounts included in the measurement of the Company’s operating lease liabilities, and ROU assets obtained in exchange for the Company’s new operating lease liabilities:

Fiscal Years Ended

February 1, 2025 February 3, 2024

Weighted-average remaining lease term (years) 4.3 4.2

Weighted average discount rate (%) 8.1 7.1

Cash paid for amounts included in the measurement of operating lease liabilities ($, in millions) 79.1 93.4

ROU assets obtained in exchange for new operating lease liabilities ($, in millions) 71.8 120.5

As of February 1, 2025, the maturities of operating lease liabilities were as follows:

6 unchanged sentences

Present value of operating lease liabilities $ 174,694

On November 16, 2021, the Company completed the refinancing of its previous $ 360.0 million asset-based revolving credit facility and previous $ 80.0 million term loan with a new lending group led by an affiliate of Wells Fargo Bank, National Association (“Wells Fargo”) by entering into a fourth amendment to our credit agreement, dated as of May 9, 2019 (as amended from time to time, the “Credit Agreement”), with the lenders party thereto (collectively, the “Credit Agreement Lenders”).

The refinanced debt consisted of a $ 350.0 million asset-based revolving credit facility (the “ABL Credit Facility”) and a $ 50.0 million term loan (the “Term Loan”).

On June 5, 2023, the Company entered into a fifth amendment to its Credit Agreement, pursuant to which, among other things, (i) PNC Bank, National Association (“PNC Bank”) was added as a new lender, (ii) the ABL Credit Facility was increased to $ 445.0 million, (iii) the London InterBank Offered Rate (“LIBOR”) was replaced by the Secured Overnight Financing Rate (“SOFR”) as the interest rate benchmark, and (iv) the pricing grid for applicable margins on borrowings was updated.

All other material terms and conditions of the Credit Agreement remained unchanged.

THE CHILDREN’S PLACE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company became aware of an inadvertent calculation error contained in the June, July and August 2023 borrowing base certificates provided to the Credit Agreement Lenders under its Credit Agreement, all of which have since been remedied.

While the Credit Agreement Lenders determined the calculation error resulted in certain technical defaults under the Credit Agreement (including the Company not being in compliance with certain debt covenants), the Company and the Credit Agreement Lenders entered into a Waiver and Amendment Agreement (the “Waiver Agreement”) on October 24, 2023, pursuant to which the Credit Agreement Lenders waived all of the defaults and the Company agreed to certain temporary enhanced reporting requirements and temporary restrictions on certain payments.

These enhanced reporting requirements and restrictions will cease once the Company achieves certain excess availability thresholds.

At no time prior to or following entering into the Waiver Agreement was the Company prevented from borrowing under the Credit Agreement in the ordinary course in accordance with its terms.

During the first quarter of Fiscal 2024, Mithaq became a controlling shareholder of the Company and this change of control triggered an event of default under the Credit Agreement, thus subjecting the Company to cash dominion by the Credit Agreement Lenders.

Subsequently, the Credit Agreement Lenders agreed to forbear from enforcing certain other rights and remedies during a limited forbearance period.

The Company then entered into financing agreements with Mithaq for an initial $ 78.6 million term loan, and subsequently, a separate $ 90.0 million term loan.

On April 16, 2024, the Company and certain of its subsidiaries entered into a seventh amendment to the Credit Agreement (the “Seventh Amendment”) with the Credit Agreement Lenders that, among other things, provided a permanent waiver of the change of control event of default.

As of the effective date of the Seventh Amendment, the ABL Credit Facility was reduced to $ 433.0 million and the Term Loan was fully repaid, and until the Company achieves certain excess availability thresholds, the Seventh Amendment preserved the temporary enhanced reporting requirements under the Waiver Agreement and continued to impose cash dominion.

On May 2, 2024, the Company entered into a commitment letter with Mithaq for a Shariah-compliant $ 40.0 million senior unsecured credit facility.

See “Note 18.

Subsequent Events” of the Consolidated Financial Statements, “Item 8.

Financial Statements and Supplementary Data” of this Form 10-K for further information.

ABL Credit Facility and 2021 Term Loan

As of February 3, 2024, the Company and certain of its subsidiaries maintained the $ 445.0 million ABL Credit Facility and the $ 50.0 million Term Loan with Wells Fargo, Truist Bank, Bank of America, N.A., HSBC Business Credit (USA) Inc., JPMorgan Chase Bank, N.A., and PNC Bank as lenders, and Wells Fargo, as Administrative Agent, Collateral Agent, Swing Line Lender and Term Agent.

Both the ABL Credit Facility and the Term Loan would mature in November 2026.

The ABL Credit Facility included a $ 25.0 million Canadian sublimit and a $ 50.0 million sublimit for standby and documentary letters of credit.

Under the ABL Credit Facility, based on the amount of the Company’s average daily excess availability under the facility, borrowings outstanding bore interest, at the Company’s option, at:

(i) the prime rate per annum, plus a margin of 1.250 % or 1.500 %;

(ii) the SOFR per annum, plus a margin of 2.000 % or 2.250 %.

The Company was charged a fee of 0.200 % on the unused portion of the commitments.

Letter of credit fees ranged from 1.000 % to 1.125 % for commercial letters of credit and ranged from 1.500 % to 1.750 % for standby letters of credit.

Letter of credit fees were determined based on the amount of the Company’s average daily excess availability under the facility.

The amount available for loans and letters of credit under the ABL Credit Facility was determined by a borrowing base consisting of certain credit card receivables, certain trade receivables, certain inventory, and the fair market value of certain real estate, subject to certain reserves.

Once the Company achieves a consolidated EBITDA of at least $ 200.0 million across four consecutive fiscal quarters, and based on the amount of the Company’s average daily excess availability under the facility, borrowings outstanding under the ABL Credit Facility would bear interest, at the Company’s option, at:

The Company and certain of its subsidiaries maintain a $ 433.0 million asset-based revolving credit facility (the “ABL Credit Facility”) and, before it was fully repaid, maintained a $ 50.0 million term loan (the “2021 Term Loan”) under its Credit Agreement with Wells Fargo Bank, National Association (“Wells Fargo”), Truist Bank, Bank of America, N.A., HSBC Business Credit (USA) Inc., JPMorgan Chase Bank, N.A., and PNC Bank, National Association, as the lenders party thereto (collectively, the “Credit Agreement Lenders”) and Wells Fargo, as Administrative Agent, Collateral Agent, Swing Line Lender and, before the 2021 Term Loan was fully repaid, Term Agent.

The ABL Credit Facility will mature and, before it was fully repaid, the 2021 Term Loan would have matured, in November 2026.

As of April 18, 2024, which is the effective date of the seventh amendment to the Credit Agreement (the “Seventh Amendment”), the ABL Credit Facility includes a $ 25.0 million Canadian sublimit and a $ 25.0 million sublimit for standby and documentary letters of credit.

Under the ABL Credit Facility, borrowings outstanding bear interest, at the Company’s option, at:

(i) the prime rate per annum, plus a margin of 2.000 %;

(ii) the Secured Overnight Financing Rate (“SOFR”) per annum, plus 0.100 %, plus a margin of 3.000 %.

Prior to April 18, 2024, the Company was charged a fee of 0.200 % on the unused portion of the commitments.

As of April 18, 2024, based on the size of the unused portion of the commitments, the Company is charged a fee ranging from 0.250 % to 0.375 %.

Letter of credit fees are at 1.125 % for commercial letters of credit and 1.750 % for standby letters of credit.

The amount available for loans and letters of credit under the ABL Credit Facility is determined by a borrowing base consisting of certain credit card receivables, certain trade receivables, certain inventory, and the fair market value of certain real estate, subject to certain reserves and an availability block.

From and after February 4, 2025 and on the first day of each fiscal quarter thereafter, based on the amount of the Company’s average daily excess availability under the facility, borrowings outstanding under the ABL Credit Facility will bear interest, at the Company’s option, at:

(i) the prime rate per annum, plus a margin of 1.750 % or 2.000 %;

(ii) the SOFR per annum, plus a margin of 1.375 % or 1.625 %.

Letter of credit fees would range from 0.688 % to 0.813 % for commercial letters of credit and would range from 0.8750 % to 1.125 % for standby letters of credit.

Letter of credit fees are determined based on the amount of the Company’s average daily excess availability under the facility.

(ii) the SOFR per annum, plus 0.100 %, plus a margin of 2.750 % or 3.000 %.

Letter of credit fees will range from 1.000 % to 1.125 % for commercial letters of credit and will range from 1.500 % to 1.750 % for standby letters of credit.

Letter of credit fees will be determined based on the amount of the Company’s average daily excess availability under the facility.

For Fiscal 2024, Fiscal 2023, and Fiscal 2022, the Company recognized $ 25.0 million, $ 24.2 million, and $ 10.2 million, respectively, in interest expense related to the ABL Credit Facility.

Prior to April 18, 2024, when the 2021 Term Loan was fully repaid, credit extended under the ABL Credit Facility was secured by a first priority security interest in substantially all of the Company’s U.S.

and Canadian assets other than intellectual property, certain furniture, fixtures, equipment, and pledges of subsidiary capital stock, and a second priority security interest in the Company’s intellectual property, certain furniture, fixtures, equipment, and pledges of subsidiary capital stock.

As of April 18, 2024, the ABL Credit Facility is secured on a first priority basis by all of the foregoing collateral.

The outstanding obligations under the ABL Credit Facility may be accelerated upon the occurrence of certain customary events of default, as described below.

The Company is not subject to any early termination fees.

The ABL Credit Facility contains covenants, which include conditions on stock buybacks and the payment of cash dividends or similar payments.

These covenants also limit the ability of the Company and its subsidiaries to incur certain liens, to incur certain indebtedness, to make certain investments, acquisitions, or dispositions or to change the nature of its business.

Pursuant to the Seventh Amendment, the requisite payment condition thresholds for some of these covenants have been heightened, resulting in certain actions such as the repurchase of shares and payment of cash dividends becoming more difficult to perform.

Additionally, if the Company is unable to maintain a certain amount of excess availability for borrowings (the “excess availability threshold”), the Company may be subject to cash dominion.

THE CHILDREN’S PLACE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For Fiscal 2023, Fiscal 2022, and Fiscal 2021, the Company recognized $ 24.2 million, $ 10.2 million, and $ 7.0 million, respectively, in interest expense related to the ABL Credit Facility.

The outstanding obligations under the ABL Credit Facility may be accelerated upon the occurrence of certain events, including, among others, non-payment, breach of covenants, the institution of insolvency proceedings, defaults under other material indebtedness, and a change of control, subject, in the case of certain defaults, to the expiration of applicable grace periods.

The Company was not subject to any early termination fees.

The ABL Credit Facility contained covenants, which include conditions on stock buybacks and the payment of cash dividends or similar payments, and a fixed-charge coverage ratio covenant, which only would become effective in the event that borrowings and other uses of credit exceeded the maximum borrowing availability (as reflected in the table below), based on the Company’s ability to maintain a certain amount of excess availability for borrowings (the “excess availability threshold”).

These covenants also limited the ability of the Company and its subsidiaries to incur certain liens, to incur certain indebtedness, to make certain investments, acquisitions, or dispositions or to change the nature of its business.

Credit extended under the ABL Credit Facility was secured by a first priority security interest in substantially all of the Company’s U.S.

The table below presents the components of the Company’s ABL Credit Facility as of the end of Fiscal 2023 and Fiscal 2022:

2024 January 28,

The ABL Credit Facility contains customary events of default, which include (subject in certain cases to customary grace and cure periods) nonpayment of principal or interest, breach of covenants, failure to pay certain other indebtedness, and certain events of bankruptcy, insolvency or reorganization, such as a change of control.

The tables below present the components of the Company’s ABL Credit Facility as of the end of Fiscal 2024 and Fiscal 2023:

2025 February 3,

(in millions)

Total borrowing base availability, net of the excess availability threshold, as applicable $ 258.4 $ 363.8

Credit facility maximum, net of the excess availability threshold, as applicable 400.5 315.0

Total borrowing base availability (1)

$ 301.9 $ 258.4

Credit facility availability (1)

Maximum borrowing availability (2)

5 unchanged sentences

Interest rate at end of period 7.6 % 8.1 %

2024 January 28,

(in millions)

Average end-of-day loan balance during the period $ 284.5 $ 315.5

2 unchanged sentences

____________________________________________

(1) Lower of the credit facility maximum and the total borrowing base availability, both net of the excess availability threshold.

(2) The sub-limit availability for letters of credit was $ 42.6 million at February 3, 2024, January 28, 2023, and January 29, 2022.

The Term Loan bore interest, payable monthly, at (a) the SOFR per annum plus 2.750 % for any portion that was a SOFR loan, or (b) the base rate per annum plus 2.000 % for any portion that was a base rate loan.

(1) In Fiscal 2023, the total borrowing base availability and credit facility availability were both calculated net of the excess availability threshold under the Credit Agreement, as prior to the Seventh Amendment, crossing that threshold would have resulted in cash dominion, which would have triggered a fixed charge coverage ratio covenant test and would likely have led to a default under the Credit Agreement.

As of the Seventh Amendment, the fixed charge coverage ratio covenant has been removed from the Credit Agreement, and entering into cash dominion by crossing the excess availability threshold no longer poses the same risk of default under the Credit Agreement.

(2) The lower of the credit facility availability and the total borrowing base availability.

(3) The sub-limit availability for letters of credit was $ 9.0 million at February 1, 2025 and $ 42.6 million at February 3, 2024 .

The 2021 Term Loan bore interest, payable monthly, at (i) the SOFR per annum plus 2.750 % for any portion that was a SOFR loan, or (ii) the base rate per annum plus 2.000 % for any portion that was a base rate loan.

The 2021 Term Loan was pre-payable at any time without penalty, and did not require amortization.

For Fiscal 2024, Fiscal 2023, and Fiscal 2022, the Company recognized $ 1.1 million, $ 4.0 million, and $ 2.3 million respectively, in interest expense related to the 2021 Term Loan.

As of April 18, 2024, the 2021 Term Loan was fully repaid.

As of February 1, 2025 and February 3, 2024, unamortized deferred financing costs amounted to $ 3.8 million and $ 2.2 million, respectively, related to the Company's ABL Credit Facility.

Mithaq Term Loans

Mithaq Capital SPC, a Cayman segregated portfolio company (“Mithaq”), is a controlling stockholder of the Company.

The Company and certain of its subsidiaries maintain an interest-free, unsecured and subordinated promissory note with Mithaq for a $ 78.6 million term loan (the “Initial Mithaq Term Loan”), consisting of (i) a first tranche in an aggregate principal amount of $ 30.0 million (the “First Tranche”) and (ii) a second tranche in an aggregate principal amount of $ 48.6 million (the “Second Tranche”).

The Company received the First Tranche on February 29, 2024 and the Second Tranche on March 8, 2024.

The Initial Mithaq Term Loan matures on February 15, 2027.

The Initial Mithaq Term Loan is guaranteed by each of the Company’s subsidiaries that guarantee the Company’s ABL Credit Facility.

THE CHILDREN’S PLACE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Term Loan was secured by a first priority security interest in the Company’s intellectual property, certain furniture, fixtures, equipment, and pledges of subsidiary capital stock, and a second priority security interest in the collateral securing the ABL Credit Facility on a first-priority basis.

The Term Loan was guaranteed by each of the Company’s subsidiaries that guaranteed the ABL Credit Facility and contained substantially the same covenants as provided in the ABL Credit Facility.

Both the ABL Credit Facility and the Term Loan contained customary events of default, which included (subject in certain cases to customary grace and cure periods) nonpayment of principal or interest, breach of covenants, failure to pay certain other indebtedness, and certain events of bankruptcy, insolvency or reorganization, such as a change of control.

As of February 3, 2024 and January 28, 2023, unamortized deferred financing costs amounted to $ 2.4 million and $ 2.3 million, of which $ 2.2 million and $ 2.0 million related to the Company's ABL Credit Facility.

As described above, during the first quarter of Fiscal 2024, the Company entered into financing agreements with its new majority shareholder, Mithaq, and on April 16, 2024, among other things, the Company and certain of its subsidiaries entered into a Seventh Amendment to the Credit Agreement with the Credit Agreement Lenders.

As of the effective date of the Seventh Amendment, the ABL Credit Facility was reduced to $ 433.0 million and the Term Loan was fully repaid.

See “Note 18.

Subsequent Events” of the Consolidated Financial Statements, “Item 8.

Financial Statements and Supplementary Data” of this Form 10-K for further information.

The Company and certain of its subsidiaries also maintain an unsecured and subordinated $ 90.0 million term loan with Mithaq (the “New Mithaq Term Loan”;

and together with the Initial Mithaq Term Loan, collectively, the “Mithaq Term Loans”).

The New Mithaq Term Loan matures on April 16, 2027, and requires monthly payments equivalent to interest charged at the SOFR plus 4.000 % per annum, with such monthly payments to Mithaq deferred until April 30, 2025.

The New Mithaq Term Loan is guaranteed by each of the Company’s subsidiaries that guarantee the Company’s ABL Credit Facility.

For Fiscal 2024, the Company recognized $ 6.5 million in deferred interest-equivalent expense related to the New Mithaq Term Loan.

The Mithaq Term Loans are subject to an amended and restated subordination agreement (as amended from time to time, the “Subordination Agreement”), dated as of April 16, 2024, by and among the Company and certain of its subsidiaries, Wells Fargo and Mithaq, pursuant to which the Mithaq Term Loans are subordinated in payment priority to the obligations of the Company and its subsidiaries under the Credit Agreement.

Subject to such subordination terms, the Mithaq Term Loans are prepayable at any time and from time to time without penalty and do not require any mandatory prepayments.

The Mithaq Term Loans contain customary affirmative and negative covenants substantially similar to a subset of the covenants set forth in the Credit Agreement, including limits on the ability of the Company and its subsidiaries to incur certain liens, to incur certain indebtedness, to make certain investments, acquisitions, dispositions or restricted payments, or to change the nature of its business.

The Mithaq Term Loans, however, do not provide for any closing, prepayment or exit fees, or other fees typical for transactions of this nature, do not impose additional reserves on borrowings under the Credit Agreement, and do not contain certain other restrictive covenants.

The Mithaq Term Loans contain certain customary events of default, which include (subject in certain cases to customary grace periods), nonpayment of principal, breach of other covenants of the Mithaq Term Loans, inaccuracy in representations or warranties, acceleration of certain other indebtedness (including under the Credit Agreement), certain events of bankruptcy, insolvency or reorganization, such as a change of control, and invalidity of any part of the Mithaq Term Loans.

As of February 1, 2025, unamortized deferred financing costs amounted to $ 2.6 million related to the Mithaq Term Loans.

Maturities of the Company’s principal debt payments on the Mithaq Term Loans as of February 1, 2025 are as follows:

February 1, 2025

(in thousands)

Total related party debt

As of February 6, 2025, $ 60.2 million under the Initial Mithaq Term Loan was repaid pursuant to the completion of the Rights Offering, leaving an aggregate of $ 108.4 million outstanding under the Mithaq Term Loans, payable in fiscal year 2027.

Refer to “Note 18.

Subsequent Events” for additional detail.

Mithaq Commitment Letter

On May 2, 2024, the Company entered into a commitment letter (the “Commitment Letter”) with Mithaq for a $ 40.0 million credit facility (the “Mithaq Credit Facility”).

Under the Mithaq Credit Facility, the Company had the ability to request for advances at any time prior to July 1, 2025.

On September 10, 2024, the Company and Mithaq entered into an Amendment No.

1 to the Commitment Letter, that extended the deadline for requesting advances until July 1, 2026.

If any debt is incurred under the Mithaq Credit Facility, it shall require monthly payments equivalent to interest charged at the SOFR plus 5.000 % per annum.

Such debt shall be unsecured and shall be guaranteed by each of the Company’s subsidiaries that guarantee the Company’s ABL Credit Facility.

Similar to the Mithaq Term Loans, such debt shall also be subject to the Subordination Agreement, contain customary affirmative and negative covenants substantially similar to a subset of the covenants set forth in the Credit Agreement, and contain certain customary events of default.

Additionally, such debt shall require no mandatory prepayments and shall mature no earlier than July 1, 2026.

As of February 1, 2025, no debt had been incurred under the Mithaq Credit Facility.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

COMMITMENTS AND CONTINGENCIES

20 unchanged sentences

Because the plaintiff was seeking less than the maximum amount agreed to in the settlement, the Company requested that such difference in amount be distributed as vouchers to authorized class members, pursuant to the settlement agreement.

The hearing for the motion for attorneys’ fees, costs, and incentive awards is set for May 3, 2024.

The hearing for the motion for attorneys’ fees, costs, and incentive awards resulted in the court granting the plaintiff’s counsel approximately $ 0.3 million in fees, costs and incentive awards.

The balance of funds initially reserved for the plaintiff counsel’s fees and costs have now been issued as a single, final round of merchandise vouchers for qualified class members, which expired in March 2025.

In connection with the settlement, the Company recorded a reserve for $ 5.0 million in its consolidated financial statements in the first quarter of 2017.

Following the court’s recent decision(s), the Company released $ 2.3 million from its previously established reserve during Fiscal 2024, which is recorded within Selling, general and administrative expenses.

THE CHILDREN’S PLACE, INC.

11 unchanged sentences

Accordingly, the arbitration would not be proceeding and the Company’s response to the original plaintiff’s complaint in court was filed on July 20, 2023.

On August 16, 2023, however, the Company began to receive notices regarding approximately 1,300 individual demands that were filed with Judicial Arbitration and Mediation Services, Inc.

as part of a related mass arbitration claim.

On August 16, 2023, however, the Company began to receive notices regarding an initial tranche of approximately 1,300 individual demands that were filed with Judicial Arbitration and Mediation Services, Inc.

(“JAMS”) as part of a related mass arbitration claim.

The parties participated in mediation proceedings on November 15, 2023 and February 9, 2024.

The parties agreed to further discuss settlement options in May 2024.

As of February 2024, the Company is also a defendant in Randeep Singh Khalsa v.

The Children’s Place, Inc.

et al., a purported class action, pending in the United States District Court of New Jersey.

The complaint purports to assert claims under the federal securities laws, alleging that between March 16, 2023, and February 8, 2024, the Company made materially false and/or misleading statements, and failed to disclose material adverse facts to its investors, which the complaint alleges led to a drop in the price of the Company’s common stock.

The Company intends to defend this case vigorously and it is currently too early to assess the possible outcome of this case.

The parties agreed to further discuss settlement options in May 2024, which occurred without resolution.

In late May, due to the judge’s retirement, the Gonzalez action was transferred and reassigned to a different judge.

Deadlines were therefore reset, including the Company’s motion to dismiss.

On June 10, 2024, JAMS advised that it would be pausing its administration of the claims until the parties resolve their dispute over which set of arbitration terms apply to the case.

The Company’s motion to dismiss was denied in November 2024.

Any liability arising out of these proceedings is not expected to have a material adverse effect on the Company's financial position, results of operations, or cash flows.

The Company is also involved in various legal proceedings arising in the normal course of business.

In the opinion of management, any ultimate liability arising out of these proceedings will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

STOCKHOLDERS’ EQUITY (DEFICIT)

In the opinion of management, any ultimate liability arising out of these proceedings is not expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

STOCKHOLDERS’ DEFICIT

Share Repurchase Program

3 unchanged sentences

The Company may suspend or discontinue the program at any time and may thereafter reinstitute purchases, all without prior announcement.

Currently, pursuant to the terms of the Company’s Credit Agreement as amended by its Seventh Amendment described above, the Company is not expecting to repurchase any shares in Fiscal 2024, except as described below, pursuant to our practice as a result of our insider trading policy.

Currently, pursuant to the terms of the Company’s Credit Agreement as amended by its Seventh Amendment described above, the repurchase of any shares would require fulfilling the heightened payment conditions under the Credit Agreement, except that repurchases of shares as described below, pursuant to the Company’s practice as a result of its insider trading policy, are expressly permitted.

As of February 1, 2025, there was $ 156.5 million remaining availability under the Share Repurchase Program.

4 unchanged sentences

Fiscal Years Ended

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

February 1, 2025 February 3, 2024 January 28, 2023

Shares Amount Shares Amount Shares Amount

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In accordance with the FASB ASC 505— Equity , the par value of the shares retired is charged against common stock and the remaining purchase price is allocated between Additional paid-in capital and Retained earnings (deficit).

In accordance with the FASB ASC 505— Equity , the par value of the shares retired is charged against Common stock and the remaining purchase price is allocated between Additional paid-in capital and Accumulated deficit.

The portion charged against Additional paid-in capital is determined using a pro-rata allocation based on total shares outstanding.

For all shares retired in Fiscal 2023, Fiscal 2022, and Fiscal 2021, $ 2.9 million, $ 54.2 million, and $ 66.5 million was charged to Retained earnings (deficit), respectively.

Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the Company’s Board of Directors based on a number of factors, including business and market conditions, the Company’s financial performance, and other investment priorities.

Currently, pursuant to the terms of the Company’s Credit Agreement as amended by its Seventh Amendment described above, the Company is not expecting to pay any cash dividends in Fiscal 2024.

Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the Board of Directors based on a number of factors, including business and market conditions, the Company’s financial performance, and other investment priorities.

Currently, pursuant to the terms of the Company’s Credit Agreement as amended by its Seventh Amendment described above, the Company has no current plans to pay regular cash dividends in Fiscal 2025.

STOCK-BASED COMPENSATION

The Company generally grants time vesting stock awards (“Deferred Awards”) and performance-based stock awards (“Performance Awards”) to employees at management levels.

The Company also grants Deferred Awards to its non-employee directors.

The Company generally grants time vesting stock awards (“Deferred Awards”) and performance-based stock awards (“Performance Awards”) to employees at senior management levels.

The Company also grants Deferred Awards to its non-employee independent directors.

Deferred Awards are granted in the form of restricted stock units that require each recipient to complete a service period.

Deferred Awards generally vest ratably over three years , except for those granted to non-employee directors, which generally vest over one year .

Performance Awards are granted in the form of restricted stock units which have performance criteria that must be achieved for the awards to vest in addition to a service period requirement, and each Performance Award has a defined number of shares that an employee can earn (the “Target Shares”).

With the approval of the Human Capital & Compensation Committee, the Company may settle vested Deferred Awards and Performance Awards to the employee in shares, in a cash amount equal to the market value of such shares at the time all requirements for delivery of the award have been met, or in part shares and cash.

For Performance Awards granted in Fiscal 2023 and Fiscal 2022, employees may earn from 0 % to 200 % of their Target Shares, and for Performance Awards granted in Fiscal 2021, employees may earn from 0 % to 300 % of their Target Shares, based on the terms of the award and the Company’s achievement of certain performance goals established at the beginning of the applicable service period.

Performance Awards cliff vest, if earned, after completion of the applicable service period, which is generally three years .

With the approval of the Human Capital & Compensation Committee, the Company may settle vested Deferred Awards and Performance Awards in shares, in a cash amount equal to the market value of such shares at the time all requirements for delivery of the award have been met, or in part shares and cash.

As a result, the Fiscal 2023, Fiscal 2022, and fiscal year 2021 Performance Awards will all vest or have vested, as applicable, at their Target Shares on their respective vesting dates without regard to the achievement of any of the performance metrics associated with those awards, provided that the recipient be employed at the Company on each such vesting date.

In Fiscal 2024, the stock awards granted to employees at senior management levels were a combination of both Deferred Awards and Performance Awards.

The Deferred Award portion has a one-year vesting schedule, while the Performance Award portion is subject to graded vesting over the subsequent two years of the stock award, whereby employees may earn from 0 % to 200 % of their Target Shares in each of those years, based on the terms of the award and the Company’s achievement of certain performance goals established for such Performance Awards.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the Company’s stock-based compensation expense (benefit):

Fiscal Years Ended

2024 January 28,

2025 February 3,

2024 January 28,

6 unchanged sentences

____________________________________________

(1) Included within the Performance Awards benefit for Fiscal 2023 was a combination of ongoing expense associated with existing grants and $ 13.5 million of credits resulting from (a) a change in estimate based on revised expectations of the attainment levels for performance metrics of certain awards, and (b) the reversal of unvested expense related to forfeited awards for employees no longer with the Company.

(1) Included within the Performance Awards expense for Fiscal 2024 was a combination of ongoing expense associated with existing grants and $ 9.9 million associated with increasing the attainment level of certain Performance Awards due to the change of control of the Company, partially offset by the reversal of unvested expense related to forfeited awards for employees no longer at the Company.

Included within the Performance Awards benefit for Fiscal 2023 was a combination of ongoing expense associated with existing grants and $ 13.5 million of credits resulting from (i) a change in estimate based on revised expectations of the attainment levels for performance metrics of certain awards, and (ii) the reversal of unvested expense related to forfeited awards for employees no longer with the Company.

(2) Stock-based compensation expense (benefit) recorded within Cost of sales (exclusive of depreciation and amortization) amounted to $ 1.1 million, $ 0.4 million, and $ 2.2 million in Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively.

All other stock-based compensation expense is included in Selling, general, and administrative expenses.

The Company recognized a tax benefit related to stock-based compensation expense (benefit) of $ 0.3 million, $ 2.5 million, and $ 2.6 million for Fiscal 2023, Fiscal 2022, and Fiscal 2021, respectively.

The Company recognized a tax benefit related to stock-based compensation expense (benefit) before consideration of the valuation allowance of $ 1.6 million, $ 0.3 million, and $ 2.5 million in Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively.

At February 1, 2025, the Company had 278,400 shares available for grant under the Equity Plan.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Changes in the Company’s Unvested Stock Awards

1 unchanged sentence

Fiscal Years Ended

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

February 1, 2025 February 3, 2024 January 28, 2023

Shares Weighted

11 unchanged sentences

The fair value of Deferred Awards that vested during Fiscal 2024, Fiscal 2023, and Fiscal 2022 was $ 4.6 million, $ 4.7 million, and $ 11.4 million, respectively.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Performance Awards

Fiscal Years Ended

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

February 1, 2025 February 3, 2024 January 28, 2023

Fair Value Number of

10 unchanged sentences

For awards for which the performance period is not yet complete, the number of unvested shares is based on the participants earning their Target Shares at 100 %.

The cumulative expense (benefit) recognized for Performance Awards reflects changes in the probability that the performance criteria will be achieved as they occur.

The cumulative expense (benefit) recognized for Performance Awards are based on the changes in the estimated degree to which the related performance metrics are expected to be achieved.

Based on the current number of Performance Awards expected to be earned, total u nrecognized stock-based compensation expense related to unvested Performance Awards was $ 2.2 million as of February 1, 2025, which will be recognized over a weighted average period of approximately 2.4 years .

The fair value of Performance Awards that vested during Fiscal 2024, Fiscal 2023 and Fiscal 2022 was $ 8.6 million, $ 11.8 million, and $ 3.0 million, respectively.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As discussed in “Note 18.

Subsequent Events” of the Consolidated Financial Statements, “Item 8.

Financial Statements and Supplementary Data” of this Form 10-K, there was a change of control of the Company in February 2024, which triggered a conversion of all Performance Awards into service-based Performance Awards.

As a result, the Fiscal 2023, Fiscal 2022, and Fiscal 2021 Performance Awards are all expected to vest at their Target Shares on their respective vesting dates without regard to the achievement of any of the performance metrics associated with those awards.

EARNINGS (LOSS) PER COMMON SHARE

The following table reconciles net income (loss) and share amounts utilized to calculate basic and diluted earnings (loss) per common share:

LOSS PER COMMON SHARE

On February 6, 2025, the Company completed a rights offering (“Rights Offering”) pursuant to which it distributed to the holders of record of the Company’s Common stock non-transferable subscription rights to purchase, in the aggregate, up to 9.2 million shares of Common stock.

As the exercise price of the subscription right was less than the fair value of the Common stock, the subscription right contained a bonus element.

In connection with this transaction, and in accordance with FASB ASC 260— Earnings Per Share , the Company’s weighted average common shares outstanding and basic and diluted loss per share were retroactively adjusted for all periods presented by a factor of 1.002 .

Refer to “Note 18.

Subsequent Events” for more information.

The following table reconciles net loss and share amounts utilized to calculate basic and diluted loss per common share:

Fiscal Years Ended

2024 January 28,

2025 February 3,

2024 January 28,

(in thousands)

Net income (loss) $ ( 154,541 ) $ ( 1,138 ) $ 187,171

Net loss $ ( 57,819 ) $ ( 154,541 ) $ ( 1,138 )

Basic weighted average common shares outstanding 12,766 12,522 13,063

1 unchanged sentence

Diluted weighted average common shares outstanding 12,766 12,522 13,063

Anti-dilutive shares excluded from diluted earnings (loss) per common share calculation 114 184 —

Anti-dilutive shares excluded from diluted loss per common share calculation 53 114 184

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FAIR VALUE MEASUREMENT

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• Level 3 - inputs to the valuation techniques that are unobservable for the assets or liabilities

The Company’s cash and cash equivalents, accounts receivable, investments in the rabbi trust, accounts payable, and revolving loan are all short-term in nature.

The Company’s cash and cash equivalents and investments in the rabbi trust are short-term in nature.

As such, their carrying amounts approximate fair value.

The Company’s Deferred Compensation Plan assets and liabilities fall within Level 1 of the fair value hierarchy.

These assets and liabilities fall within Level 1 of the fair value hierarchy.

The Company stock included in the Deferred Compensation Plan is not subject to fair value measurement.

The Company’s assets measured at fair value on a nonrecurring basis include long-lived assets, such as intangible assets, fixed assets, and ROU assets.

The fair value of the Initial Mithaq Term Loan with a carrying value (gross of debt issuance costs) of $ 78.6 million at February 1, 2025, was approximately $ 60.2 million.

The fair value of the New Mithaq Term Loan with a carrying value (gross of debt issuance costs) of $ 90.0 million at February 1, 2025, was approximately $ 80.8 million.

The fair value of debt was estimated using a market approach, which considers the Company’s credit risk and market related conditions, and is therefore within Level 2 of the fair value hierarchy.

The Company’s non-financial assets measured at fair value on a nonrecurring basis include long-lived assets, such as intangible assets, fixed assets, and ROU assets.

The Company reviews the carrying amounts of such assets when events indicate that their carrying amounts may not be recoverable.

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These assets are tested for impairment when events indicate that their carrying value may not be recoverable.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company performed periodic quantitative impairment assessments of its long-lived assets, inclusive of ROU assets and recorded impairment charges of $ 5.6 million, $ 3.3 million, and $ 1.5 million during Fiscal 2023, Fiscal 2022, and Fiscal 2021, respectively, primarily due to reductions in Gymboree sales forecasts.

Impairment charges were primarily recorded in The Children’s Place U.S.

The Company performed periodic quantitative impairment assessments of its long-lived assets and did not record an impairment charge in Fiscal 2024.

The Company recorded impairment charges of $ 5.6 million and $ 3.3 million during Fiscal 2023 and Fiscal 2022, respectively, inclusive of ROU assets.

Impairment of Indefinite-Lived Intangible Assets

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Estimating fair value using this method requires management to estimate future revenues, royalty rates, discount rates, long-term growth rates, and other factors in order to project future cash flows.

The Company performed its annual tradename impairment assessment of the Gymboree tradename as of December 31, 2023, in accordance with FASB ASC 350— Intangibles – Goodwill and Other .

Based on this assessment, the Company recorded an impairment charge of $ 29.0 million, primarily due to an increase in the discount rate used to value the tradename and reductions in Gymboree sales forecasts, which reduced the carrying value to its fair value of $ 41.0 million.

The Company identified an indicator of impairment in its qualitative assessment performed during Fiscal 2024, primarily due to reductions in Gymboree sales forecasts.

Based on its quantitative assessment performed, the Company recorded an impairment charge of $ 28.0 million in Fiscal 2024, which reduced the carrying value to its fair value of $ 13.0 million.

The Company recorded a $ 29.0 million impairment charge recorded in Fiscal 2023 and there was no impairment charge in Fiscal 2022.

The impairment charge was recorded in The Children’s Place U.S.

The components of Income (loss) before provision (benefit) for income taxes were as follows:

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The components of Loss before provision (benefit) for income taxes were as follows:

Fiscal Years Ended

2024 January 28,

2025 February 3,

2024 January 28,

2 unchanged sentences

Foreign 9,382 42,905 46,303

Total income (loss) before provision (benefit) for income taxes $ ( 113,798 ) $ ( 14,762 ) $ 257,030

Total loss before provision (benefit) for income taxes $ ( 49,448 ) $ ( 113,798 ) $ ( 14,762 )

The components of the Company’s Provision (benefit) for income taxes consisted of the following:

Fiscal Years Ended

2024 January 28,

2025 February 3,

2024 January 28,

10 unchanged sentences

Effective tax rate ( 16.9 ) % ( 35.8 ) % 92.3 %

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in response to the COVID-19 pandemic.

1 unchanged sentence

Pursuant to the CARES Act, the Company carried back the taxable year 2020 tax loss of $ 150.0 million to prior years.

During the first quarter of Fiscal 2022, the Company received $ 22.0 million of this income tax refund and the remaining balance of $ 19.1 million as of February 3, 2024 is included within Prepaid expenses and other current assets on the Consolidated Balance Sheets.

As of February 1, 2025, the remaining income tax receivable of $ 19.1 million is included within Prepaid expenses and other current assets on the Consolidated Balance Sheets.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A reconciliation between the calculated tax provision (benefit) based on the U.S.

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Fiscal Years Ended

2024 January 28,

2025 February 3,

2024 January 28,

(in thousands)

Calculated income tax provision (benefit) at U.S.

Calculated income tax benefit at U.S.

federal statutory rate $ ( 10,384 ) $ ( 23,898 ) $ ( 3,100 )

3 unchanged sentences

Non-deductible expenses 2,654 ( 1,488 ) 3,696

Excess tax detriment (benefit) related to stock compensation 558 816 ( 293 )

Excess tax detriment related to stock compensation 889 558 816

Unrecognized tax benefits 104 3,127 ( 5,324 )

15 unchanged sentences

The Company believes that it is not more likely than not that future taxable income will be sufficient to allow it to recover substantially all of the value assigned to the Company’s deferred tax assets.

Thus, in the fourth quarter of Fiscal 2023, the Company increased its valuation allowance accordingly.

Thus, in Fiscal 2024, the Company increased its valuation allowance accordingly.

THE CHILDREN’S PLACE, INC.

2 unchanged sentences

The tax effects of temporary differences which give rise to deferred tax assets and liabilities were as follows:

2024 January 28,

2025 February 3,

(in thousands)

17 unchanged sentences

Foreign and state tax on unremitted earnings ( 1,554 ) ( 1,554 )

Tradenames and customer databases, net — ( 3,202 )

Total deferred tax liabilities ( 47,542 ) ( 51,585 )

Total deferred tax assets (liabilities), net $ ( 582 ) $ 36,616

The Company has gross federal NOL carryforwards of approximately $ 24.5 million which do not expire, state NOL carryforwards of approximately $ 133.3 million which either expire between two and twenty years , or carryforward indefinitely, and foreign NOL carryforwards of approximately $ 3.7 million which expire between five and twenty years .

Total deferred tax liabilities, net $ ( 582 ) $ ( 582 )

The Company has gross federal NOL carryforwards of approximately $ 19.3 million which do not expire, state NOL carryforwards of approximately $ 126.7 million which either expire between one and nineteen years , or carryforward indefinitely, and foreign NOL carryforwards of approximately $ 9.3 million which expire between five and twenty years .

The Company also has an Alternative Minimum Tax credit (“AMT”) in Puerto Rico of approximately $ 0.6 million.

The Company has concluded that it is not more likely than not that its deferred tax assets, including NOLs, can be utilized in the foreseeable future.

Thus, the Company’s valuation allowance increased $ 68.6 million to $ 69.9 million in Fiscal 2023, primarily related to deferred tax assets in the U.S, compared to $ 1.3 million in Fiscal 2022.

Thus, the Company’s valuation allowance continues to be maintained against its net deferred tax assets and increased $ 18.3 million to $ 88.1 million in Fiscal 2024.

However, to the extent that tax benefits related to these deferred tax assets are realized in the future, the reduction of the valuation allowance will reduce income tax expense accordingly.

As discussed in “Note 18.

Subsequent Events” of the Consolidated Financial Statements, “Item 8.

Financial Statements and Supplementary Data” of this Form 10-K, subsequent to the end of Fiscal 2023, there was a change of control of the Company.

This change of control constitutes an “ownership change” under Internal Revenue Code Section 382, where the Company will be subject to an annual limitation on its ability to utilize its existing NOLs and tax credits as of the ownership change date to offset future taxable income.

During Fiscal 2024, there was a change of control of the Company.

This change of control constituted an “ownership change” under Internal Revenue Code Section 382, subjecting the Company to an annual limitation on its ability to utilize its existing NOLs and tax credits as of the ownership change date to offset future taxable income.

The application of such limitation may cause U.S.

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states follow the general provision of Section 382 of the Code, either explicitly or implicitly resulting in separate state NOL limitations.

This could cause state income taxes to be paid earlier than otherwise would be paid if such limitation was not in effect and could cause such NOLs to expire unused.

This may cause state income taxes to be paid earlier than otherwise would be paid if such limitation was not in effect and could cause such NOLs to expire unused.

THE CHILDREN’S PLACE, INC.

3 unchanged sentences

government passed the Tax Cuts and Jobs Act (the “Tax Act”).

The Tax Act is a comprehensive tax legislation that implements complex changes to the U.S.

tax code including, but not limited to, the reduction of the corporate tax rate from 35% to 21% and a move from a global tax regime to a modified territorial regime which requires U.S.

The Tax Act is a comprehensive tax legislation that implemented complex changes to the U.S.

tax code including, but not limited to, the reduction of the corporate tax rate from 35% to 21% and a move from a global tax regime to a modified territorial regime which required U.S.

companies to pay a mandatory one-time transition tax on historical offshore earnings that have not been repatriated to the U.S.

The remaining unpaid transition tax, which had begun to be repaid in Fiscal 2023, amounted to $ 17.1 million at February 3, 2024.

This balance is shown as $ 9.5 million as long-term Income taxes payable and $ 7.6 million is shown net in Prepaid expenses and other current assets on the Consolidated Balance Sheet as of February 3, 2024.

The remaining unpaid transition tax of $ 9.5 million is shown net in Prepaid expenses and other current assets on the Consolidated Balance Sheet as of February 1, 2025.

While the Company is no longer permanently reinvested to the extent earnings were subject to the transition tax under the Tax Act, no additional income taxes have been provided on any earnings subsequent to the transition tax or for any additional outside basis differences inherent in the Company’s foreign subsidiaries, as these amounts continue to be permanently reinvested in foreign operations.

8 unchanged sentences

Fiscal Years Ended

2024 January 28,

2025 February 3,

(in thousands)

3 unchanged sentences

Reductions for prior year tax positions ( 661 ) —

Reductions related to settlements with taxing authorities ( 70 ) —

Reductions due to a lapse of the applicable statute of limitations ( 56 ) —

Ending Balance $ 6,874 $ 6,990

2 unchanged sentences

The Company accrues interest and penalties related to unrecognized tax benefits as part of the provision for income taxes.

At February 3, 2024 and January 28, 2023, accrued interest and penalties of $ 0.6 million and $ 0.4 million, respectively, were included in unrecognized tax benefits.

Interest, penalties, and reversals thereof, net of taxes, amounted to an expense of $ 0.3 million in Fiscal 2023 and a benefit of $( 0.1 ) million in Fiscal 2022.

At February 1, 2025 and February 3, 2024, accrued interest and penalties of $ 0.8 million and $ 0.6 million, respectively, were included in unrecognized tax benefits.

Interest, penalties, and reversals thereof, net of taxes, amounted to an expense of $ 0.2 million and $ 0.3 million in Fiscal 2024 and Fiscal 2023, respectively.

The Company is subject to tax in the U.S.

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federal, state and local or foreign tax authorities for tax years 2015 and prior.

The IRS is currently conducting an examination of the Company’s tax return for Fiscal 2020 in conjunction with its review of the CARES Act NOL carryback to fiscal year 2015 through fiscal year 2019.

The Internal Revenue Service is currently conducting an examination of the Company’s tax return for fiscal year 2020 in conjunction with its review of the CARES Act NOL carryback to earlier fiscal years.

The Company believes that its reserves for uncertain tax positions are adequate to cover existing risks or exposures.

Management believes that an adequate provision has been made for any adjustments that may result from tax examinations.

However, the outcome of tax audits cannot be predicted with certainty.

If any issues arise as a result of a tax audit, and are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.

THE CHILDREN’S PLACE, INC.

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employees of the Company.

Following guidance in IRS Notice 98-52 related to the design-based alternative, or “safe harbor,” 401(k) plan method, the Company modified its 401(k) Plan for Company match contributions for non-highly compensated associates, as defined in the Code.

For non-highly compensated associates, the Company matches the first 3 % of the participant’s contributions and 50 % of the next 2 % of the participant’s contributions, and the Company match contribution vests immediately.

For highly compensated associates, the Company has the discretion to match the lesser of 50 % of the participant’s contributions or 2.5 % of the participant’s covered compensation and the Company match contribution vests over five years .

The Company matches the first 3 % of the participant’s contributions and 50 % of the next 2 % of the participant’s contributions, and the Company’s matching contribution vests immediately.

The Company’s matching contributions were $ 3.4 million in Fiscal 2024, $ 4.0 million in Fiscal 2023, and $ 4.5 million in Fiscal 2022.

Deferred Compensation Plan

The Deferred Compensation Plan liability, excluding Company stock, was $ 1.2 million and $ 1.3 million at February 3, 2024 and January 28, 2023, respectively.

The value of the assets held in the rabbi trust was $ 1.2 million and $ 1.3 million at February 3, 2024 and January 28, 2023, respectively.

The cost of the Company’s stock repurchased was $ 2.9 million and $ 3.7 million at February 3, 2024 and January 28, 2023, respectively.

The Deferred Compensation Plan liability, excluding Company stock, was $ 1.1 million and $ 1.2 million at February 1, 2025 and February 3, 2024, respectively.

The value of the assets held in the rabbi trust was $ 1.1 million and $ 1.2 million at February 1, 2025 and February 3, 2024, respectively.

The cost of the Company’s stock repurchased was $ 0.1 million and $ 2.9 million at February 1, 2025 and February 3, 2024, respectively.

Under statutory requirements, the Company contributes to retirement plans for its operations in Canada, Puerto Rico, and Asia.

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SEGMENT INFORMATION

In accordance with FASB ASC 280— Segment Reporting , the Company reports segment data based on geography:

The Company’s reportable segments are based on the financial information the chief operating decision maker (“CODM”) uses to allocate resources and assess performance of its business.

The Company’s President and Interim Chief Executive Officer is the CODM.

The Company’s CODM evaluates the performance of each segment and measures its segment profitability based on operating income (loss), defined as income (loss) before interest and taxes.

Operating income (loss) is used as a key metric during the annual budget process, and on a quarterly basis to monitor actual performance against the annual budget and forecasts.

The Company reports segment data based on geography:

The Children’s Place U.S.

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and Puerto Rico-based stores and revenue from the Company’s U.S.-based wholesale business.

Included in The Children’s Place International segment are the Company’s Canadian-based stores, revenue from the Company’s Canadian-based wholesale business, and revenue from international franchisees.

The Company measures its segment profitability based on operating income, defined as income before interest and taxes.

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

Net sales and direct costs are recorded by each segment.

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The Company periodically reviews these allocations and adjusts them based upon changes in business circumstances.

Net sales to external customers are derived from merchandise sales, and the Company has no customer that individually accounted for more than 10% of its net sales.

Major Customers

Net sales to external customers are derived from merchandise sales, and the Company has one U.S.

wholesale customer that individually accounted for more than 10% of its net sales, amounting to $ 170.7 million during Fiscal 2024, and accounts for a majority of the Company’s accounts receivable, amounting to $ 31.6 million as of February 1, 2025.

Store Count by Segment

As of February 1, 2025, The Children’s Place U.S.

had 437 stores and The Children’s Place International had 58 stores.

As of January 28, 2023, The Children’s Place U.S.

As of February 3, 2024, The Children’s Place U.S.

had 460 stores and The Children’s Place International had 63 stores.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables provide segment level financial information for Fiscal 2023, Fiscal 2022, and Fiscal 2021:

Fiscal Years Ended

2024 January 28,

2023 January 29,

(in thousands)

The tables below present certain segment information for our reportable segments for the periods indicated:

Fiscal Year Ended February 1, 2025

The Children’s Place U.S.

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

The Children’s Place International (1)

(in thousands)

Net sales $ 1,266,500 $ 119,769 $ 1,386,269

Cost of sales (2)

836,351 90,457 926,808

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

Operating income (loss):

The Children’s Place U.S.

Selling, general, and administrative expenses (3)

405,895 39,267 445,162

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:

Other segment expenses (4)

28,000 — 28,000

Segment operating loss $ ( 3,746 ) $ ( 9,955 ) $ ( 13,701 )

Segment operating loss as a percentage of net sales ( 0.3 )% ( 8.3 )% ( 1.0 )%

Fiscal Year Ended February 3, 2024

The Children’s Place U.S.

The Children’s Place International (1)

(in thousands)

Net sales $ 1,457,352 $ 145,156 $ 1,602,508

Cost of sales (2)

1,058,423 98,811 1,157,234

Selling, general, and administrative expenses (3)

450,868 43,661 494,529

Other segment expenses (4)

34,543 — 34,543

Segment operating income (loss) $ ( 86,482 ) $ 2,684 $ ( 83,798 )

Segment operating income (loss) as a percentage of net sales ( 5.9 )% 1.8 % ( 5.2 )%

Fiscal Year Ended January 28, 2023

The Children’s Place U.S.

The Children’s Place International (1)

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

(in thousands)

Net sales $ 1,533,934 $ 174,548 $ 1,708,482

Cost of sales (2)

1,079,241 115,079 1,194,320

Selling, general, and administrative expenses (3)

460,218 52,218 512,436

Other segment expenses (4)

3,256 — 3,256

Segment operating income (loss) $ ( 8,781 ) $ 7,251 $ ( 1,530 )

Segment operating income (loss) as a percentage of net sales ( 0.6 )% 4.2 % ( 0.1 )%

___________________________________________

(1) The Company’s foreign subsidiaries, primarily in Canada, have operating results based in foreign currencies and are thus subject to the fluctuations of the corresponding translation rates into U.S dollars.

(2) Refer to Note 1.

Basis of Presentation for additional information on the components of Cost of sales.

(3) Selling, general, and administrative expenses include store expenses, marketing, corporate payroll, including long-term incentive compensation, information technology, other administrative expenses, and depreciation and amortization.

(4) Other segment expenses include asset impairment charges.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The table below presents a reconciliation of reportable segment operating loss to Loss before provision (benefit) for income taxes:

Fiscal Years Ended

2025 February 3,

2024 January 28,

(in thousands)

Total segment operating loss $ ( 13,701 ) $ ( 83,798 ) $ ( 1,530 )

Related party interest expense ( 6,493 ) — —

Other interest expense ( 29,301 ) ( 30,087 ) ( 13,324 )

Interest income 47 87 92

Loss before provision (benefit) for income taxes $ ( 49,448 ) $ ( 113,798 ) $ ( 14,762 )

Additional Segment Data

Fiscal Years Ended

2025 February 3,

2024 January 28,

(in thousands)

Depreciation and amortization:

8 unchanged sentences

Total capital expenditures $ 15,830 $ 27,559 $ 45,577

____________________________________________

(1) Net sales from The Children’s Place International are primarily derived from Canadian operations.

The Company’s foreign subsidiaries, primarily in Canada, have operating results based in foreign currencies and are thus subject to the fluctuations of the corresponding translation rates into U.S.

2024 January 28,

2025 February 3,

(in thousands)

4 unchanged sentences

Total assets $ 747,552 $ 800,308

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Geographic Information

The Company’s long-lived assets were located in the following countries:

2024 January 28,

2025 February 3,

(in thousands)

2 unchanged sentences

Canada 9,801 13,382

Asia 1,996 375

Total long-lived assets $ 279,548 $ 348,182

___________________________________________

(1) The Company’s long-lived assets are comprised of net Property and equipment, ROU assets, Tradenames, and Other assets.

(1) The Company long-lived assets are comprised of net Property and equipment, ROU assets, Tradenames, and Other assets.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SUBSEQUENT EVENTS

As of February 12, 2024, Mithaq had acquired more than 50 % of the Company’s outstanding shares of common stock.

Mithaq’s acquisition of the Company’s common stock resulted in a change of control of the Company, thereby triggering an event of default under the Credit Agreement.

As a result of this event of default, the Company became subject to cash dominion by the Credit Agreement Lenders.

On February 29, 2024, the Company and the Credit Agreement Lenders entered into a forbearance agreement, pursuant to which, among other things, the Credit Agreement Lenders agreed to forbear from enforcing certain rights and remedies (other than cash dominion and increasing the interest rate payable on borrowings outstanding under the Credit Agreement to the default interest rate) under the Credit Agreement during a limited forbearance period, and which contemplated a permanent waiver of the change of control default upon the satisfaction of certain conditions.

On February 29, 2024, the Company and certain of its subsidiaries also entered into an interest-free unsecured subordinated promissory note with Mithaq, providing for up to $ 78.6 million in term loans (the “Initial Mithaq Term Loan”).

The Company received $ 30 million on February 29, 2024 and $ 48.6 million on March 8, 2024.

The Initial Mithaq Term Loan matures on February 15, 2027.

On April 16, 2024, the Company and certain of its subsidiaries entered into a new financing agreement with Mithaq for a Shariah-compliant unsecured and subordinated $ 90.0 million term loan (the “New Mithaq Term Loan”).

The New Mithaq Term Loan matures on April 16, 2027, and requires monthly payments equivalent to interest charged at the SOFR plus 4.00 % per annum, with such monthly payments to Mithaq deferred until April 30, 2025.

The Company received the funds from the New Mithaq Term Loan on April 18, 2024 and a portion of those funds were used to repay the Company’s $ 50 million term loan under the Credit Agreement.

On April 16, 2024, the Company and certain of its subsidiaries also entered into a Seventh Amendment to the Credit Agreement with the Credit Agreement Lenders that, among other things, provided a permanent waiver of the change of control event of default.

The Seventh Amendment reduced the ABL Credit Facility to $ 433.0 million and, until the Company achieves certain excess availability thresholds, preserved the temporary enhanced reporting requirements under the Waiver Agreement and continued to impose cash dominion.

The Seventh Amendment also modified certain existing requirements to restrict certain payments, including the repurchase of shares and the payment of dividends.

On May 2, 2024, the Company entered into a commitment letter with Mithaq for a Shariah-compliant $ 40.0 million senior unsecured credit facility (the “Mithaq Credit Facility”).

Under the Mithaq Credit Facility, the Company may request for advances at any time up to July 1, 2025.

If any debt is incurred under the Mithaq Credit Facility, it shall require monthly payments equivalent to interest charged at the SOFR plus 5.000 % per annum.

Additionally, such debt shall require no mandatory prepayments and shall mature no earlier than July 1, 2025.

On February 6, 2025, the Company completed a rights offering pursuant to which the Company distributed to the holders of record of the Company’s Common stock as of the close of business on December 13, 2024, the record date for the Rights Offering, non-transferable subscription rights to purchase, in the aggregate, up to 9.2 million shares of Common stock.

Each subscription right entitled its holder to purchase 0.7220 shares of Common stock at a subscription price of $ 9.75 per whole share of Common stock.

Additionally, rights holders who fully exercised their basic subscription rights were entitled to subscribe for additional shares of Common stock that remained unsubscribed as a result of any unexercised basic subscription rights.

The subscription price was payable by rights holders (i) in cash, (ii) by delivery in lieu of cash of an equivalent amount of any indebtedness for borrowed money (principal and/or accrued and unpaid interest) owed by the Company to such rights holder, or (iii) by delivery of a combination of cash and such indebtedness.

Upon the completion of the Rights Offering, the Company issued 9.2 million shares of Common stock for a total purchase price of $ 90 million.

Mithaq purchased 6.7 million shares of Common stock pursuant to the Rights Offering and as of February 6, 2025, it owns and controls the voting power of 62.2 % of our outstanding shares of Common stock.

It paid (i) $ 5.1 million of the subscription price for such shares in cash and (ii) the remaining $ 60.2 million of the subscription price for such shares by delivery of indebtedness for borrowed money owed by the Company to Mithaq pursuant to the Initial Mithaq Term Loan.

Accordingly, the aggregate outstanding indebtedness owed by the Company to Mithaq pursuant to the Mithaq Term Loans has been reduced to $ 108.4 million as of February 6, 2025, the date of issuance of shares.

The Company received approximately $ 29.8 million in gross cash proceeds from the Rights Offering on February 6, 2025.

Substantially all of the gross cash proceeds from the Rights Offering were used towards prepaying the Company’s ABL Credit Facility.

The following table reflects a pro forma condensed consolidated balance sheet of the Company to reflect the impact of the Rights Offering had the shares of Common stock been issued as of February 1, 2025:

February 1, 2025

Pre-Rights Offering Adjustments Post Rights Offering

(in thousands)

Cash and cash equivalents $ 5,347 $ 29,813 $ 35,160

Total assets 747,552 29,813 777,365

Related party long-term debt 165,974 ( 59,148 ) 106,826

Total liabilities 806,963 ( 59,148 ) 747,815

Stockholder's equity (deficit) ( 59,411 ) 88,961 29,550

Total liabilities and stockholder’s equity (deficit) $ 747,552 $ 29,813 $ 777,365

Number of shares of Common stock outstanding 12,782 9,231 22,013

(a)(3) Exhibits.

1 unchanged sentence

Amended and Restated Certificate of Incorporation of the Company dated May 31, 2016 filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on June 7, 2016 is incorporated by reference herein.

Seventh Amended and Restated Bylaws of The Children’s Place, Inc.

filed as Exhibit 3.1 to the registrant’s Current Report of Form 8-K filed on November 14, 2023, is incorporated by reference herein.

Amendment to the 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 March 4, 2024, is incorporated by reference herein.

Amendment No.

2 to the Seventh Amended and Restated Bylaws of The Children’s Place, Inc.

filed as Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed on March 14, 2024, is incorporated by reference herein.

Eight h Amended and Restated Bylaws of The Children’s Place, Inc.

filed as Exhibit 3.

2 to the registrant’s Current Report on Form 8-K filed on December 12 , 202 4 , is incorporated by reference herein.

Form of Certificate for Common Stock of the Company filed as an exhibit to the registrant’s Registration Statement No.

11 unchanged sentences

filed as Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the period ended August 1, 2009, is incorporated by reference herein.

Sixth Modification Agreement, dated as of January 23, 2024, by and between Hancock S-REIT SECA LLC and The Children’s Place Services Company, LLC.

Sixth Modification Agreement, dated as of January 23, 2024, by and between Hancock S-REIT SECA LLC and The Children’s Place Services Company, LLC filed as Exhibit 10.6 to the registrant’s Annual Report on Form 10-K for the period ended February 3, 2024, is incorporated by reference herein.

The Company Nonqualified Deferred Compensation Plan effective January 1, 2010 filed as Exhibit 10.82 to the registrant’s Annual Report on Form 10-K for the period ended January 30, 2010, is incorporated by reference herein.

Amended and Restated Employment Agreement, dated as of March 28, 2011, by and between the Company and Jane T.

Elfers filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2011, is incorporated by reference herein.

Amendment No.

1 as of March 23, 2012 to Amended and Restated Employment Agreement dated as of March 28, 2011, by and between the Company and Jane T.

Elfers filed as Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K for the period ended January 28, 2012, is incorporated by reference herein.

Form of Amended and Restated Change in Control Agreement filed as Exhibit 10.41 to the registrant’s Annual Report on Form 10-K for the period ended January 29, 2011, is incorporated by reference herein.

2 unchanged sentences

Mettler filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 29, 2015, is incorporated by reference herein.

Exhibit Description

The Company Profit Sharing/401(k) Plan Adoption Agreement No.#001 for use with Fidelity Basic Plan Document No.

2 unchanged sentences

Fourth Amended and Restated 2011 Equity Incentive Plan filed as Annex B to the registrant’s Definitive Proxy Statement on Schedule 14A filed on April 2, 2021, is incorporated by reference herein.

Form of Performance-Based Restricted Stock Unit Award Agreement under the 2011 Equity Incentive Plan (Senior Vice President & above) filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the period ended May 4, 2019, is incorporated by reference herein.

Form of Performance-Based Restricted Stock Unit Award Agreement under the 2011 Equity Incentive Plan (below Senior Vice President) filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the period ended May 4, 2019, is incorporated by reference herein.

Letter Agreement dated February 13, 2019 between The Children’s Place Services Company, LLC and Claudia Lima-Guinehut filed as Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the period ended May 4, 2019, is incorporated by reference herein.

Amended and Restated Credit Agreement, dated as of May 9, 2019, by and among the Company and The Children’s Place Services Company, LLC, as borrowers, The Children’s Place (International), LLC, The Children’s Place Canada Holdings, Inc., the childrensplace.com, inc., TCP IH II, LLC, TCP International IP Holdings, LLC and TCP International Product Holdings, LLC, as guarantors, Wells Fargo Bank, National Association (successor by merger to Wells Fargo Retail Finance, LLC), as Administrative Agent and Collateral Agent, L/C Issuer, Swing Line Lender and as a lender and Bank of America, N.A., HSBC Bank USA, N.A.

and JPMorgan Chase Bank, N.A., as lenders, filed as Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q for the period ended May 4, 2019, is incorporated by reference herein.

Exhibit Description

First Amendment to Amended and Restated Credit Agreement, dated April 24, 2020, by and among the Company and The Children's Place Services Company, LLC, as borrowers, The Children's Place (International), LLC, The Children's Place Canada Holdings, Inc., the childrensplace.com, inc., TCP IH II, LLC, TCP International IP Holdings, LLC and TCP International Product Holdings, LLC, as guarantors, Wells Fargo Bank, National Association (successor by merger to Wells Fargo Retail Finance, LLC), as Administrative Agent and Collateral Agent, L/C Issuer, Swing Line Lender and as a lender and HSBC Bank USA, N.A.

4 unchanged sentences

Joinder and Fifth Amendment to the Amended and Restated Credit Agreement and Other Loan Documents, dated as of June 5, 2023, among the Company, the Borrowers identified on Schedule I thereto, the Guarantors identified on Schedule II thereto, the Credit Agreement Lenders and Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent, L/C Issuer, Swing Line Lender and Term Agent filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended April 29, 2023, is incorporated by reference herein.

Exhibit Description

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 Credit Agreement Lenders and Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent, L/C Issuer, Swing Line Lender and Term Agent, filed as Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q for the period ended October 28, 2023, is incorporated by reference herein.

Promissory Note, dated February 29, 2024, among the Company, certain subsidiaries of the Company, and Mithaq Capital SPC filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on March 4, 2024, is incorporated by reference herein.

Unsecured Promissory Note, dated April 16, 2024, among the Company, certain subsidiaries of the Company, and Mithaq Capital SPC.

Commitment Letter for $40 Million Senior Unsecured Credit Facility (Third), dated as of May 2, 2024, among the Company, certain subsidiaries of the Company, and Mithaq Capital SPC.

Seventh Amendment to Amended and Restated Credit Agreement, dated April 16, 2024, among the Company, certain subsidiaries of the Company, the Credit Agreement Lenders and Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender filed as Exhibit 10.24 to the registrant’s Annual Report on Form 10-K for the period ended February 3, 2024, is incorporated by reference herein.

Unsecured P romissory Note, dated February 29, 2024, among the Company, certain subsidiaries of the Company, and Mithaq Capital SPC filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on March 4, 2024, is incorporated by reference herein.

Unsecured Promissory Note, dated April 16, 2024, among the Company, certain subsidiaries of the Company, and Mithaq Capital SPC filed as Exhibit 10.26 to the registrant’s Annual Report on Form 10-K for the period ended February 3, 2024, is incorporated by reference herein.

Commitment Letter for $40 Million Senior Unsecured Credit Facility (Third), dated as of May 2, 2024, among the Company, certain subsidiaries of the Company, and Mithaq Capital SPC filed as Exhibit 10.27 to the registrant’s Annual Report on Form 10-K for the period ended February 3, 2024, is incorporated by reference herein.

Asset Purchase Agreement, dated March 1, 2019, by and among TCP Brands, LLC, as buyer, and Gymboree Group, Inc.

and its subsidiaries, as sellers, filed as Exhibit 10.6 to the registrant’s Quarterly Report on Form 10-Q for the period ended May 4, 2019, is incorporated by reference herein.

Form of Performance-Based Restricted Stock Unit Award Agreement under the 2011 Equity Incentive Plan (Senior Vice President & above), filed as Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the period ended May 2, 2020, is incorporated by reference herein.

The Fifth Lease Modification Agreement, dated as of January 29, 2021, by and between The Children’s Place Services Company, LLC and Hancock S-REIT SECA LLC filed as Exhibit 10.24 to the registrant’s Annual Report on Form 10-K for the period ended January 30, 2021, is incorporated by reference herein.

Form of Performance-Based Restricted Stock Unit Award Agreement under the 2011 Equity Incentive Plan (Senior Vice President & above) filed as Exhibit 10.25 to the registrant’s Annual Report on Form 10-K for the period ended January 30, 2021, is incorporated by reference herein.

Form of Time-Based Restricted Stock Unit Award Agreement under the 2011 Equity Incentive Plan (Senior Vice President & above) filed as Exhibit 10.29 to the registrant’s Annual Report on Form 10-K for the period ended January 29, 2022, is incorporated by reference herein.

Exhibit Description

Letter Agreement dated July 21, 2021 between The Children’s Place Services Company, LLC and Jared Shure filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the period ended July 31, 2021, is incorporated by reference herein.

Letter Agreement dated October 16, 2022 between The Children’s Place Services Company, LLC and Sheamus Toal filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the period ended October 29, 2022, is incorporated by reference herein.

Updated Letter Agreement dated August 1, 2023 between The Children’s Place Services Company, LLC and Sheamus Toal filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended July 29, 2023, is incorporated by reference herein.

Updated Letter Agreement dated August 1, 2023 between The Children’s Place Services Company, LLC and Maegan Markee filed as Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended July 29, 2023, is incorporated by reference herein.

Letter Agreement dated May 2 9, 2024 between The Children’s Place, Inc.

and Muhammad Umair filed as Exhibit 10.

2 to the registrant’s Quarterly Report on Form 10-Q for the period ended May 4 , 2024, is incorporated by reference herein.

Letter Agreement dated August 9, 2024 between The Children’s Place , Inc.

and Claudia Lima-Guinehut filed as Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q for the period ended Au gust 3 , 2024, is incorporated by reference herein.

Letter Agreement dated February 25, 2025 between The Children’s Place , Inc.

and John Szczepanksi.

Form of Deferred Cash Award Agreement under the 2011 Equity Incentive Plan (Group Vice President & below).

Form of Restricted Stock Unit Award Agreement under the 2011 Equity Incentive Plan (Senior Vice President & above).

The Children’s Place Inc.

Insider Trading Policy

Subsidiaries of the Company.

Consent of Independent Registered Public Accounting Firm BDO USA, P.C.

Consent of Independent Registered Public Accounting Firm Ernst & Young, LLP.

Certificate of Principal Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

Certificate of Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

Certificate of Principal Financial Officer and Principal Accoun ting Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

Certification pursuant to 18 U.S.C.

18 unchanged sentences

THE CHILDREN’S PLACE, INC.

Chief Executive Officer and President

/S/ Muhammad Umair

Muhammad Umair

President and Interim Chief Executive Officer

(Principal Executive Officer)

April 17, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

1 unchanged sentence

/S/ Turki Saleh A.

AlRajhi Chairman of the Board May 3, 2024

AlRajhi Chairman of the Board April 17, 2025

Turki Saleh A.

Elfers Director, Chief Executive Officer and President May 3, 2024

Elfers (Principal Executive Officer)

/S/ Sheamus Toal Chief Operating Officer and Chief Financial Officer May 3, 2024

Sheamus Toal (Principal Financial Officer and Principal Accounting Officer)

/S/ Douglas Edwards Director May 3, 2024

/S/ Muhammad Umair Director, President and Interim Chief Executive Officer

(Principal Executive Officer) April 17, 2025

Muhammad Umair

/S/ John Szczepanski Chief Financial Officer

(Principal Financial Officer) April 17, 2025

John Szczepanski

/S/ Laura Lentini Chief Accounting Officer

(Principal Accounting Officer) April 17, 2025

Laura Lentini

/S/ Douglas Edwards Director April 17, 2025

Douglas Edwards

/S/ Hussan Arshad Director May 3, 2024

/S/ Hussan Arshad Director April 17, 2025

Hussan Arshad

/S/ Muhammad Asif Seemab Director May 3, 2024

/S/ Muhammad Asif Seemab Director April 17, 2025

Muhammad Asif Seemab

/S/ Muhammad Umair Director May 3, 2024

Muhammad Umair

/S/ Rhys Summerton Director April 17, 2025

Rhys Summerton

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 9A. Controls and Procedures