What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-04-10 compared with 2025-04-17 · 93 added, 96 removed, 143 unchanged (57% of the section changed)

4 unchanged sentences

• Fiscal 2026 — The fifty-two weeks ending January 30, 2027

• Fiscal 2025 — The fifty-two weeks ended 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

Securities and Exchange Commission

9 unchanged sentences

The Children’s Place, Inc.

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.

and its subsidiaries (collectively, the “Company”) is one of the only pure-play children’s specialty retailers in North America with an omni-channel presence.

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

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

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

“The Children’s Place” and “Gymboree”.

Our global retail and wholesale network includes two digital storefronts, 498 stores in North America, wholesale marketplaces, 223 international points of distribution in 12 countries through nine international franchise and wholesale partners, and social media channels on Instagram, Facebook, and X, formerly known as Twitter.

Our physical stores offer a friendly and convenient shopping environment, segmented into departments that serve the wardrobe needs of girls and boys (sizes 4-22), toddler girls and boys (sizes 6 months-5T), and baby (sizes 0-24 months).

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

The Children’s Place was founded in 1969.

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

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

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

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

The Children’s Place was founded in 1969 and became publicly traded on the Nasdaq Global Select Market in 1997.

During Fiscal 2025, Mithaq further increased its shareholding in the Company as a result of the completion of our rights offering, as described in “Note 10.

Stockholders’ Deficit” of the Consolidated Financial Statements of this Form 10-K.

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

Superior Product - Product remains our number one priority.

1 unchanged sentence

We offer a full line of apparel, footwear and accessories so busy moms can quickly and easily put together head-to-toe outfits.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Overlaying these strategic initiatives is talent.

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

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

Underlying these growth initiatives is a commitment to operational excellence.

The Company’s commitment to operational excellence includes disciplined expense management and a focus on ongoing improvement in store and e-commerce operations, and combined with our finance, human resources, compliance and legal areas, form the strong base necessary to support our long-term growth initiatives.

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

Segment Reporting

20 unchanged sentences

Key Capabilities

Our objective is to sell fashionable, high-quality apparel, accessories and footwear predominately at value prices across our Family of Brands.

Our merchandise assortment offers one stop shopping across apparel, footwear, and accessories.

Merchandising Strategy

Our merchandising strategy delivers a compelling and coordinated assortment of apparel, footwear, and accessories that encourage the purchase of head-to-toe outfits.

We merchandise our deliveries by season and flow new product monthly.

Our merchandising strategy is consumer-focused and product-driven to support the growth of the business.

Our product strategy balances fashion and basics for our consumers with a good/better/best pricing approach across all channels of distribution.

High Quality and Value

We believe that offering high-quality apparel, accessories and footwear predominantly at value prices across our Family of Brands is a competitive advantage.

We focus on our brand image and strengthening our customer loyalty by:

• Consistently offering high quality and age-appropriate products and trend-right fashion predominantly at value prices online and in our stores;

• Providing coordinated outfits and accessories for our customers’ lifestyle needs;

• Providing exclusive products on our e-commerce sites to expand the breadth of our offerings;

• Creating strong merchandising and visual presentations to create compelling online and in-store experiences;

• Emphasizing our great value fashion in marketing visuals to convey a consistent message across our brands;

• Leveraging our customer database to communicate with our customers and personalize communications to maximize customer satisfaction, engagement and retention;

• Utilizing our MyPLACE Loyalty Rewards program and private label credit card to drive customer engagement and retention;

• Optimizing our fully integrated creative marketing strategies paired with a robust media mix, aimed to reach, inspire and convert our shoppers at every stage of their purchase journey with our Family of Brands .

Our competitive advantage in the market includes creating high quality, affordable apparel, accessories, and footwear.

We focus on our brand image and strengthening our customer loyalty by striving to:

• Offer high quality and age-appropriate products aligned to current consumer preferences at accessible value price points across digital and retail channels;

• Deliver coordinated assortments and outfitting solutions designed to support everyday family lifestyle needs;

• Create segmented assortments to maximize consumer preferences and expectations in all channels of distribution;

• Reinforce brand value and product positioning through consistent, data-informed marketing content across channels;

• Create consistent merchandising and visual presentation standards across digital and physical retail environments to support brand consistency and conversion;

• Leverage first-party customer data to enable targeted communications, personalization, and improve customer engagement and retention;

• Utilize our MyPLACE Loyalty Rewards program and private label credit card ecosystem to support customer frequency, retention, and lifetime value;

• Optimize an integrated, full-funnel marketing strategy across brand, performance, customer relationship management, and retail channels designed to drive customer acquisition, engagement, and conversion while improving marketing efficiency and productivity.

Low-Cost Global Sourcing

We design, source, and contract to manufacture the substantial majority of the Company’s branded products.

We design, source, and contract to manufacture the substantial majority of our branded products.

We believe that this is essential to assuring the consistency and quality of our merchandise, as well as our ability to deliver value to our customers.

2 unchanged sentences

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

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

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

Our diversified sourcing strategy and strong vendor partnerships enable us to pivot to different sourcing locations as needed to reduce the impact of macroeconomic factors such as changes in country-specific tariffs.

Merchandising Process

The strong collaboration between our cross-functional teams in design, merchandising, sourcing, and planning have enabled us to build our brands.

The design team gathers information from trends, color services, research, and trade shows.

The strong collaboration between our cross-functional teams in merchandising, design, sourcing, planning, and marketing have enabled us to build our brands.

Merchandising

Each quarter, we develop seasonal merchandising strategies.

The merchandising function outlines the product architecture, pricing strategy, category breakdown, and consumer focus that serves as a foundation for our collections.

A segmented assortment strategy and relevant distribution decisions ensure success at a channel level, along with carefully crafted messaging for marketing to leverage.

Design and Sourcing

Design builds seasonal concepts that dictate color, trend, and fashion styles based on the merchandising strategies.

There is a focus on fit and fabric to ensure relevance across fashion and basics with the objective of driving customer loyalty.

Best-in-class sourcing strategies deliver a cost structure that allows us to remain competitive while delivering on quality and style.

Planning and Allocation

The planning and allocation organization works collaboratively with the merchandising, finance, and global sourcing teams to develop seasonal sales and margin plans to support our financial objectives and merchandising strategies.

Further, this team plans the flow of inventory to ensure that we are adequately supporting store floor sets, online demand, and key selling periods.

The planning and allocation team works collaboratively with the merchandising, finance, and global sourcing teams to develop seasonal sales and margin plans to support our financial objectives and merchandising strategies.

The team plans the flow of inventory to ensure we are adequately supporting store floor sets, online demand, and key selling periods.

Brand marketing leverages the product engine to deliver a strong, cross-channel message that drives consumer traffic, conversion, and loyalty.

Production, Quality Assurance, and Responsible Sourcing

4 unchanged sentences

During Fiscal 2025, we sourced all of our merchandise directly without the use of third-party commissioned buying agents for our branded product.

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

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

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

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

Our diversified sourcing strategies include efforts to ensure that no single country represents more than 20% of our total sourcing capacity, with limited exposure to China in the mid-single digit range.

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

2 unchanged sentences

Environmental, Social & Governance

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

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

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

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

In Fiscal 2026, we will publish our next Sustainability and Social Impact Update, which will detail our performance against previously established goals through 2025.

Going forward, we intend to publish sustainability updates on a biennial basis, with the next report expected in 2028.

Future reports will focus on regulatory compliance and supply chain transparency.

Our environmental strategy focuses on areas that are important to our long-term success:

operational efficiency, regulatory compliance and supply chain visibility.

We continue to monitor climate-related risks in alignment with regulatory requirements and industry practices.

These risks include potential disruptions to our supply chain, changes in consumer preferences, and evolving legal requirements related to climate disclosure.

Our social responsibility efforts focus on responsible sourcing practices throughout our global supply chain.

We collaborate with third-party vendors, factories, and other stakeholders to support workers’ health, safety and well-being.

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

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

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

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

We recognize the importance of eliminating forced labor within the supply chain, particularly given heightened global concerns regarding human rights abuses.

We maintain supply chain traceability and due diligence processes designed to support compliance with the Uyghur Forced Labor Prevention Act and related import regulations.

Human Capital Management

As of February 1, 2025, we had approximately 7,900 employees, approximately 1,460 of whom were based at our corporate offices and distribution centers.

As of January 31, 2026, we had approximately 7,800 employees, approximately 1,430 of whom were based at our corporate offices and distribution centers.

Approximately 1,070 were full-time store employees and approximately 5,300 were part-time and seasonal store employees.

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

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

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

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

The Human Capital & Compensation Committee’s involvement in these strategies is systematic and ongoing, culminating in an annual review by our board of directors (“Board”).

We are investing in talent development, encouraging confident decision-making and providing clear and consistent communication to our teams.

The newest additions to our senior leadership team bring extensive experience in the retail industry and in senior leadership roles.

Company Stores

The following section highlights various store information for The Children’s Place operated stores as of February 1, 2025.

Existing Stores

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

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

The following table sets forth the number of stores in the U.S., Canada, and Puerto Rico as of the current and prior fiscal year end:

Number of Stores

Location February 1, 2025 February 3, 2024

As of January 31, 2026, we had a total of 498 stores in the United States, Canada, and Puerto Rico.

The following table sets forth the number of stores in the United States, Canada, and Puerto Rico:

Fiscal Years Ended

Location January 31, 2026 February 1, 2025

United States 436 431

5 unchanged sentences

E-commerce Sales

Each of our U.S.

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

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

Our e-commerce business is located at www.childrensplace.com and www.gymboree.com .

Digital growth remains one of our top strategic priorities and we are committed to delivering a best-in-class, end-to-end user experience, from product assortment and website operation, to order fulfillment and customer service.

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

1 unchanged sentence

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

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

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

Wholesale and International Franchisees

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

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

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

Store Operations

The Children’s Place store operations are organized by geographic region.

Vice Presidents and Canada Regional Director oversee a number of district managers residing within each region.

and Canada regional directors oversee a number of district managers residing within each region.

We have a centralized corporate store operations function which supports the operations of our stores.

6 unchanged sentences

The business is also subject to shifts due to unseasonable weather conditions.

The following table shows the quarterly distribution, as a percentage of the full year, of net sales, and the quarterly distribution of operating income (loss):

The following tables show the quarterly distribution, as a percentage of the full year, of net sales, and the quarterly distribution of operating income (loss):

First Quarter Second Quarter Third Quarter Fourth Quarter

9 unchanged sentences

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

The Children’s Place and Gymboree are well-recognized brands, with a trend-right offering and a compelling value proposition.

Our direct marketing program utilizes both on-line and off-line channels.

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

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

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

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

At the end of Fiscal 2024, members of our MyPLACE Rewards loyalty program and/or private label credit card program accounted for approximately 85% of sales.

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

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

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

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

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

and in Canada.

The Children’s Place and Gymboree are established brands in the children’s apparel market, offering differentiated product assortments across value and premium lifestyle segments.

We execute an integrated omni-channel marketing strategy utilizing digital, store, and customer relationship channels to drive customer acquisition, retention, and lifetime value.

We continue to evolve our brand portfolio to meet changing consumer preferences.

The Children’s Place operates as a value-driven, trend-informed children’s apparel brand focused on delivering style, quality, and affordability for everyday family needs.

The brand is supported by a scaled omni-channel footprint across digital commerce and retail stores.

We continue to execute against core product, sourcing, and pricing strategies designed to deliver compelling value, broad assortment choice, and consistent product quality for families.

Gymboree operates as an elevated, design-led lifestyle brand supported by digital commerce at www.gymboree.com , shop-in-shop locations within select co-branded stores, and a growing standalone store presence.

We continue to execute against the design, sourcing, and merchandising attributes that define Gymboree’s premium, playful positioning.

Across the portfolio, we are focused on optimizing assortment architecture, pricing strategies, and inventory productivity to support margin expansion and improve inventory turns.

We maintain a robust customer ecosystem anchored by our MyPLACE Rewards loyalty program and private label credit card.

At the end of Fiscal 2025, members of the MyPLACE Rewards program and/or private label credit card customers accounted for over 80% of total U.S.

retail sales.

The private label credit card is issued through a third-party financial institution on a non-recourse basis and can be used at The Children’s Place and Gymboree retail stores and e-commerce sites.

To broaden payment flexibility and support customer acquisition, we also partner with third-party providers, including buy-now-pay-later platforms such as Afterpay.

We continue to enhance our loyalty ecosystem to drive engagement, frequency, and personalization.

During the third quarter of Fiscal 2025, we revamped our My Place Rewards loyalty program to deliver more personalized connections, rewards, and elevated experiences to our customers.

Some of the key elements of the program include (i) tiered memberships, which offer members more ways to earn, unlock, and level-up benefits, (ii) earning points, bonuses, and exclusive incentives with every purchase, (iii) members-only perks, including VIP events, early collection access, and faster order processing, (iv) family-centered benefits such as birthday discounts, and (v) enhanced convenience, such as free gift-wrapping kits and the ability to redeem points at the member’s own discretion over a 12-month period.

We are increasing our focus on long-term brand building while maintaining a balanced, full-funnel marketing approach designed to drive both near-term demand and long-term customer growth.

We are modernizing our marketing capabilities through expanded use of social media, influencer partnerships, and data-driven digital marketing channels to improve customer engagement, acquisition efficiency, marketing productivity, and brand relevance.

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

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

11 unchanged sentences

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

In November 2021, we launched the Sugar & Jade brand , and in October 2022, we launched the PJ Place brand .

Registration of our trademarks and the service marks may be renewed to extend the original registration period indefinitely, provided the marks are still in use.

We intend to continue to use and protect our trademarks and service marks and maintain their registrations.

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

We generally intend to continue to use and protect our trademarks and service marks and maintain their registrations.

We have also registered our trademarks in other countries where we source our products and where we have established and anticipate establishing franchising and/or wholesale operations.

Government Regulation

16 unchanged sentences

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

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

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

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

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

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

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

Controlled Company Status

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

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

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

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

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

What changed 10-K

Item 1. Business