What changed in this filing

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Item 9A. Controls and Procedures

2026-04-10 compared with 2025-04-17 · 470 added, 423 removed, 993 unchanged (47% of the section changed)

5 unchanged sentences

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 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, including our President and Chief Executive Officer, and our Chief Financial Officer as of January 31, 2026, 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 January 31, 2026.

Based on that evaluation, our President and Chief Executive Officer, and our Chief Financial Officer as of January 31, 2026, concluded that our disclosure controls and procedures were effective at the reasonable assurance level, as of January 31, 2026, 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

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the U.S.

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 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.

Under the supervision and with the participation of our management, including our President and Chief Executive Officer, and Chief Financial Officer as of January 31, 2026, 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 January 31, 2026.

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.

There have been no changes in our internal control over financial reporting that occurred during the fourth quarter of fiscal 2025 to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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.

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 2026 annual meeting of stockholders to be filed with the SEC within 120 days after January 31, 2026 (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.

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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

Consolidated Balance Sheets as of January 31, 202 6 and February 1, 2025

Consolidated Statements of Operations for the fiscal years ended January 31, 2026, February 1, 2025, and February 3, 2024

Consolidated Statements of Comprehensive Loss for the fiscal years ended January 31, 2026, February 1, 2025, and February 3, 2024

Consolidated Statements of Changes in Stockholders’ Equity ( Deficit ) for the fiscal years ended January 31, 2026, F ebruary 1, 2025, and F ebruary 3, 2024

Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2026, February 1, 2025, and F ebruary 3, 2024

Notes to Consolidated Financial Statements

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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.

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

(the “Company”) as of January 31, 2026 and February 1, 2025, the related consolidated statements of operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for each of the years then ended, 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 January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for the years then ended, 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.

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

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.

We conducted our audits 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.

As part of our audits 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.

Our audits 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.

Our audits 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 audits provide a reasonable basis for our opinion.

Critical Audit Matter

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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.

Inventories – Assessment of Net Realizable Value

At January 31, 2026, the Company’s inventories balance was $325.1 million.

As described in Note 1 to the consolidated financial statements, inventories are valued at the lower of cost or net realizable value (“NRV”), with cost determined on an average cost basis.

The Company establishes an NRV reserve based on an analysis of historical sales trends of its individual product categories and other factors.

The analysis of historical sales trends includes an evaluation by age, season and channel which involves a high volume of transactions.

We identified the auditing of the historical sales trends used in the determination of the NRV reserve as a critical audit matter.

The principal consideration for our determination is the high degree of auditor effort in performing such procedures and evaluating the related audit evidence over the historical sales trends used in the determination of the NRV reserve.

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.

• Obtaining an understanding of the Company’s process to estimate the NRV reserve.

• Testing the completeness and accuracy of the underlying historical sales trends used in the NRV reserve analysis through the examination of relevant source documents.

• Evaluating the reasonableness of prior period estimates of the NRV reserve that were determined by using historical sales trends by performing a retrospective comparison of prior estimates to current year sell through.

/S/ BDO USA, P.C.

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Opinion on the Financial Statements

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.

We have audited the accompanying consolidated statements of operations, comprehensive loss, changes in stockholders' equity (deficit) and cash flows of The Children’s Place, Inc.

and subsidiaries (the Company) for the year 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 results of its operations and its cash flows for the year ended February 3, 2024, in conformity with U.S.

generally accepted accounting principles.

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

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

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

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

We conducted our audits in accordance with the standards of 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 financial statements are free of material misstatement, whether due to error or fraud.

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

Our audit included performing procedures to assess the risks of material misstatement of the 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 financial statements.

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

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

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

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

/S/ Ernst & Young, LLP

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

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

Iselin, New Jersey

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Long-term portion of operating lease liabilities 120,410 107,287

Income taxes payable — 9,486

Other tax liabilities 3,520 5,291

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2026 February 1,

2024 January 28,

(in thousands, except loss per common share)

2025 February 3,

(in thousands, except per share amounts)

Net sales $ 1,208,830 $ 1,386,269 $ 1,602,508

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2026 February 1,

2024 January 28,

2025 February 3,

(in thousands)

Net loss $ ( 88,263 ) $ ( 57,819 ) $ ( 154,541 )

Other comprehensive loss:

Other comprehensive income (loss):

Foreign currency translation adjustment 1,320 ( 2,995 ) ( 249 )

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

Balance, January 29, 2022 13,964 $ 1,396 $ 160,348 $ 3,443 $ 77,914 $ ( 14,186 ) ( 61 ) $ ( 3,443 ) $ 225,472

Balance at 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 )

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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 at 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 )

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

Distribution of common stock from deferred compensation plan, net of deferrals — — — ( 2,819 ) — — 53 2,819 —

Net loss — — — — ( 57,819 ) — — — ( 57,819 )

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

Balance at February 1, 2025 12,785 $ 1,279 $ 151,485 $ 90 $ ( 192,684 ) $ ( 19,491 ) ( 3 ) $ ( 90 ) $ ( 59,411 )

Vesting of stock awards 226 22 ( 22 ) — — — — — —

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Purchase and retirement of common stock ( 71 ) ( 7 ) ( 415 ) — — — — — ( 422 )

Rights offering stock issuance 9,231 923 89,077 — — — — — 90,000

Stock issuance costs — — ( 395 ) — — — — — ( 395 )

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

Distribution of common stock from deferred compensation plan, net of deferrals — — — ( 2,819 ) — — 53 2,819 —

Other comprehensive income — — — — — 1,320 — — 1,320

Distribution of common stock from deferred compensation plan — — — ( 22 ) — — 1 22 —

Net loss — — — — ( 88,263 ) — — — ( 88,263 )

Balance, February 1, 2025 12,785 $ 1,279 $ 151,485 $ 90 $ ( 192,684 ) $ ( 19,491 ) ( 3 ) $ ( 90 ) $ ( 59,411 )

Balance at January 31, 2026 22,171 $ 2,217 $ 242,718 $ 68 $ ( 280,947 ) $ ( 18,171 ) ( 2 ) $ ( 68 ) $ ( 54,183 )

See accompanying notes to these consolidated financial statements.

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2026 February 1,

2024 January 28,

2025 February 3,

(in thousands)

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Net loss $ ( 88,263 ) $ ( 57,819 ) $ ( 154,541 )

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

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

Non-cash portion of operating lease expense 72,330 76,963 83,591

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Deferred income tax provision (benefit) ( 581 ) — 36,975

Loss on extinguishment of debt 2,223 — —

Other non-cash charges, net 4,108 2,782 729

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Other long-term liabilities ( 2,173 ) ( 593 ) ( 2,934 )

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

Net cash provided by (used in) operating activities 8,118 ( 117,594 ) 92,800

CASH FLOWS FROM INVESTING ACTIVITIES:

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Repayments under revolving credit facility ( 773,871 ) ( 1,230,968 ) ( 639,931 )

Proceeds from rights offering 90,000 — —

Proceeds from issuance of term loan 100,000 — —

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

Repayment of term loan — ( 50,000 ) —

Repayment of related party term loans ( 60,187 ) — —

Payment of debt issuance costs ( 7,448 ) ( 6,784 ) ( 861 )

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Effect of exchange rate changes on cash and cash equivalents 2,438 ( 3,266 ) 208

Net decrease in cash and cash equivalents ( 8,292 ) ( 3,050 ) ( 38,098 )

Net increase (decrease) in cash and cash equivalents 142 ( 8,292 ) ( 3,050 )

Cash and cash equivalents, beginning of period 5,347 13,639 16,689

Cash and cash equivalents, end of period $ 5,489 $ 5,347 $ 13,639

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

SUPPLEMENTAL CASH FLOW INFORMATION:

Net cash (received) paid for income taxes $ 16,023 $ ( 1,726 ) $ 5,775

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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.

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.

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.

Its 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.

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, as well as certain exclusive merchandise offered only on our e-commerce sites.

The Company classifies its business into two segments:

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segment are the Company’s U.S.

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 and revenue from international franchisees.

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

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

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

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• 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

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Intercompany balances and transactions have been eliminated.

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)

As of January 31, 2026 and February 1, 2025, the Company did not have any investments in unconsolidated affiliates.

Use of Estimates

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Critical accounting estimates inherent in the preparation of the consolidated financial statements include impairment of long-lived assets, impairment of indefinite-lived intangible assets, income taxes, stock-based compensation, and inventory valuation.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Cash and Cash Equivalents

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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 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.

These costs are amortized as Related party interest expense and Other Interest expense over the term of the related indebtedness.

Property and Equipment, Net

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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

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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.

Finite-lived intangible assets are amortized over their estimated useful economic lives and are reviewed for impairment when factors indicate that an impairment may have occurred.

The Company recognizes an impairment charge when the estimated fair value of the intangible asset is less than the carrying value.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Impairment of Long-Lived Assets

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Insurance and Self-Insurance Reserves

The Company self-insures and purchases insurance policies to provide for workers’ compensation, general liability and property losses, cyber-security coverage, as well as director and officers’ liability, vehicle liability, and employee medical benefits.

The Company self-insures and purchases insurance policies to provide for workers’ compensation, general liability and property losses, cybersecurity coverage, as well as director and officers’ liability, vehicle liability, and employee medical benefits.

The Company estimates risks and records a liability based on historical claim experience, insurance deductibles, severity factors, and other actuarial assumptions.

5 unchanged sentences

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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Renewal option periods are included in the measurement of lease liability and related ROU asset where the exercise is reasonably certain to occur.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of the periods presented, the Company’s finance leases were not material to the Consolidated Balance Sheets, Consolidated Statements of Operations, or Consolidated Statements of Cash Flows.

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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.

3 unchanged sentences

The Company accounts for the tax effects of the tax on global intangible low-taxed income (“GILTI”) of certain foreign subsidiaries in the income tax provision in the period the tax arises.

1 — One Big Beautiful Bill Act renamed the provision for taxes on foreign earnings from GILTI to net controlled foreign corporation tested income (“NCTI”).

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Deferred Compensation Plan

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Under the Deferred Compensation Plan, a participant may elect to defer up to 80 % of his or her base salary and/or up to 100 % of his or her bonus to be earned for the year following the year in which the deferral election is made.

The Deferred Compensation Plan also permits members of the Board of Directors to elect to defer payment of all or a portion of their retainer and other fees to be earned for the year following the year in which a deferral election is made, and they may elect to defer payment of any shares of Company stock that are earned with respect to deferred stock awards.

The Deferred Compensation Plan also permits members of the Company’s board of directors (the “Board”) to elect to defer payment of all or a portion of their retainer and other fees to be earned for the year following the year in which a deferral election is made, and they may elect to defer payment of any shares of Company stock that are earned with respect to deferred stock awards.

Directors may elect to have all or a portion of their fees earned for their service on the Board invested in shares of the Company’s common stock.

4 unchanged sentences

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

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.

All deferred amounts are payable in the form in which they were made, except for Board 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.

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dollars at the current rates of exchange existing at period-end, and revenues and expenses are translated at average monthly exchange rates.

Related translation adjustments are reported as a separate component of stockholders’ equity (deficit).

Related translation adjustments are reported as a separate component of stockholders’ deficit.

The Company also transacts certain business in foreign denominated currencies primarily with its Canadian subsidiary purchasing inventory in U.S.

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, 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.

The Company deferred sales of $ 6.3 million and $ 3.2 million within Accrued expenses and other current liabilities as of January 31, 2026 and February 1, 2025, 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, 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.

The allowance for wholesale revenue included within Accounts receivable was $ 12.3 million and $ 8.7 million as of January 31, 2026 and February 1, 2025, respectively.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 $ 1.0 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 allowance for estimated sales returns, which is recorded in Accrued expenses and other current liabilities, was $ 0.7 million and $ 1.0 million as of January 31, 2026 and February 1, 2025, respectively.

The Company’s private label credit card is issued to customers for use exclusively at The Children’s Place and Gymboree stores in the United States 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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Similar to the upfront bonus, the usage-based royalties and bonuses are recognized as revenue and allocated between the brand and reward obligations.

The amount allocated to the brand obligation is recognized on a straight-line basis over the initial term.

The amount allocated to the brand obligation is recognized on a straight-line basis over the remaining term.

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

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

The redemption cycle for coupons is 45 days.

During Fiscal 2025, the Company launched a new loyalty program in which customers can now redeem their coupons over a 12 month period.

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 $ 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 total contract liabilities related to this program were $ 11.7 million and $ 3.7 million as of January 31, 2026 and February 1, 2025, respectively.

During Fiscal 2025 and Fiscal 2024, the Company recognized Net sales of $ 3.7 million and $ 1.7 million related to the points-based customer loyalty program liability balance that existed at February 1, 2025 and February 3, 2024, respectively.

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 $ 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 gift card liability balance was $ 3.2 million and $ 4.8 million as of January 31, 2026 and February 1, 2025, respectively.

During Fiscal 2025 and Fiscal 2024, the Company recognized Net sales of $ 4.5 million and $ 5.4 million related to the gift card liability balance that existed at February 1, 2025 and February 3, 2024, respectively.

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

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The Company records these territorial fees as deferred revenue and amortizes the fee into Net sales over the life of the territorial agreement.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Cost of Sales (exclusive of depreciation and amortization)

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Stock-Based Compensation

The Company’s stock-based compensation plans are administered by the Human Capital & Compensation Committee of the Board of Directors.

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

The Company’s stock-based compensation plans are administered by the Human Capital & Compensation Committee of the Board.

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

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

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

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

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

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

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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)

As a result, the Fiscal 2023, fiscal year 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 2025, the stock awards granted to employees at senior management levels were Deferred Awards that vest in three equal tranches in fiscal year 2027, fiscal year 2028 and fiscal year 2029.

These awards are subject to shareholder approval at the Company’s annual shareholder meeting in May 2026, however a grant date was established in Fiscal 2025 as such approval is to be expected due to Mithaq’s majority shareholding and their ability to control over 50 % of the votes.

Advertising and Marketing Costs

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Advertising and other marketing costs are recorded in Selling, general, and administrative expenses and amounted to $ 78.1 million, $ 68.9 million, and $ 99.9 million in Fiscal 2025, Fiscal 2024, and Fiscal 2023, respectively.

Earnings (Loss) per Common Share

The Company reports its earnings (loss) per share in accordance with FASB ASC 260— Earnings Per Share , which requires the presentation of both basic and diluted earnings per share on the Consolidated Statements of Operations.

Earnings per Share

The Company reports its earnings per share in accordance with FASB ASC 260 — Earnings Per Share , which requires the presentation of both basic and diluted earnings per share on the Consolidated Statements of Operations.

The diluted weighted average common shares include adjustments for the potential effects of outstanding Deferred Awards and Performance Awards (as both terms are used in “Note 11.

Stock-Based Compensation” of the Consolidated Financial Statements, “Item 8.

Financial Statements and Supplementary Data” of this Form 10-K), but only in the periods in which such effect is dilutive under the treasury stock method.

Stock-Based Compensation” of the Consolidated Financial Statements), but only in the periods in which such effect is dilutive under the treasury stock method.

Included in basic and diluted weighted average common shares are those shares, due to participants in the Deferred Compensation Plan, which are held in treasury stock.

Anti-dilutive stock awards are comprised of unvested deferred, restricted, and performance shares which would have been anti-dilutive in the application of the treasury stock method in accordance with FASB ASC 260 — Earnings Per Share .

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Recent Accounting Standards Updates

Accounting Pronouncement Recently Adopted

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

2023-07 “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” (“ASU 2023-07”).

The amendments in ASU 2023-07 are designed to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses during interim and annuals periods.

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 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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Improvements to Income Tax Disclosures,” (“ASU 2023-09”).

The amendments in ASU 2023-09 are designed to enhance the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction.

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.

The amendments in ASU 2023-09 were designed to enhance the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction.

The Company adopted ASU 2023-09 on a prospective basis and is effective for the Fiscal 2025 consolidated financial statements, and subsequent interim periods.

The adoption of ASU 2023-09 expanded our disclosures, but did not have a material impact on our consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

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

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

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In September 2025, the FASB issued Accounting Standards Update No.

2025-06, “Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40),” (“ASU 2025-06”).

The amendments in ASU 2025-06 remove all references to prescriptive and sequential software development stages, and require entities to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, and may be adopted on a prospective, modified, or retrospective transition approach.

Early adoption is permitted.

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

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

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2026 February 1,

2024 January 28,

2025 February 3,

(in thousands)

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____________________________________________

(1) Includes retail and e-commerce sales in Canada and Puerto Rico, wholesale and franchisee sales, and certain amounts earned under the Company’s private label credit card program.

RESTRUCTURING

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

2025 February 3,

(in thousands)

Employee-related costs

Lease termination costs (1)

TODC costs (2)

Professional fees — 268

Total restructuring costs (3)

$ 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 $ 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.

(1) Includes retail and e-commerce sales in Canada and Puerto Rico, wholesale and international partner sales, and certain amounts earned under the Company’s private label credit card program.

THE CHILDREN’S PLACE, INC.

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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 January 28, 2023 $ — $ — $ — $ — $ —

Provision 7,382 4,040 — 268 11,690

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

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

Provision ( 248 ) — 432 — 184

Cash Payments ( 1,418 ) — ( 432 ) — ( 1,850 )

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

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 did not identify any indicators of impairment in its qualitative assessment performed during Fiscal 2025.

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 recorded a $ 29.0 million impairment charge in Fiscal 2023.

The Company’s intangible assets were as follows:

February 1, 2025

January 31, 2026

Useful Life Gross Amount Accumulated Amortization Net Amount

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

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

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

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Total intangible assets $ 17,000 $ ( 4,000 ) $ 13,000

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:

February 1, 2025 February 3, 2024

January 31, 2026 February 1, 2025

(in thousands)

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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 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.

Based on the results of the analyses performed, no impairment charge was recorded during Fiscal 2025 and Fiscal 2024.

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

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company reviewed its remaining fixed assets for indicators of impairment.

Based on the results of the tests performed, the Company recorded an impairment charge of $ 2.0 million during Fiscal 2025 related to the decommissioning of its Sugar and Jade and PJ Place websites.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following:

February 1, 2025 February 3, 2024

January 31, 2026 February 1, 2025

(in thousands)

Prepaid income taxes $ 21,006 $ 4,834

Prepaid cloud computing 4,385 8,329

Prepaid property expense 6,930 253

Prepaid maintenance contracts 4,028 3,215

Prepaid cloud computing 2,675 4,385

Prepaid insurance 2,500 5,097

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Total prepaid expenses and other current assets $ 41,441 $ 20,354

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

February 1, 2025 February 3, 2024

January 31, 2026 February 1, 2025

(in thousands)

Accrued salaries and benefits $ 18,914 $ 19,760

Related party accrued interest 6,493 —

Loyalty points 11,689 3,692

Deferred revenue 6,949 4,183

Accrued marketing 6,652 5,754

Customer liabilities 4,784 6,817

Related party accrued interest 5,606 6,493

Sales taxes and other taxes payable 5,055 4,074

Accrued real estate expenses 4,579 4,780

Deferred revenue 4,183 4,832

Accrued legal costs 3,750 4,100

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

Loyalty points 3,692 1,686

Accrued outside services 2,460 4,044

Customer liabilities 3,156 4,784

Accrued store expenses 2,709 2,369

Accrued outside services 2,679 2,460

Accrued insurance 2,622 2,287

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Fiscal Years Ended

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

January 31, 2026 February 1, 2025 February 3, 2024

(in thousands)

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Fiscal Years Ended

February 1, 2025 February 3, 2024

Weighted-average remaining lease term (years) 4.3 4.2

January 31, 2026 February 1, 2025

Weighted-average remaining lease term 4.8 years 4.3 years

Weighted average discount rate 8.8 % 8.1 %

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:

February 1, 2025

Cash paid for amounts included in the measurement of operating lease liabilities (in thousands) $ 72,306 $ 79,108

ROU assets obtained in exchange for new operating lease liabilities (in thousands) $ 77,502 $ 71,826

As of January 31, 2026, the maturities of operating lease liabilities were as follows:

January 31, 2026

(in thousands)

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Present value of operating lease liabilities $ 177,646

ABL Credit Facility

The Company and certain subsidiaries maintain the $ 350.0 million asset-based revolving credit facility (the “ABL Credit Facility”) under its Amended and Restated Credit Agreement dated May 9, 2019 (as amended from time to time, the “Credit Agreement”), with Wells Fargo Bank, National Association (“Wells Fargo”), as the sole lender party thereto, and as Administrative Agent, Collateral Agent, and Swing Line Lender.

The ABL Credit Facility will mature on the earlier of December 16, 2030, or the maturity date under the Company’s term loan agreement with SLR Credit Solutions (“SLR”) as further described below.

THE CHILDREN’S PLACE, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

ABL Credit Facility and 2021 Term Loan

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:

Previously, from April 18, 2024 to December 15, 2025, the ABL Credit Facility included a $ 25.0 million Canadian sublimit and a $ 25.0 million sublimit for standby and documentary letters of credit.

As of December 16, 2025, which is the effective date of the eighth amendment to the Credit Agreement (the “Eighth Amendment”), the ABL Credit Facility includes a $ 25.0 million Canadian sublimit and a $ 30.0 million sublimit for standby and documentary letters of credit.

Previously, from February 4, 2025 to December 15, 2025, on the first day of each fiscal quarter within that period, based on the amount of the Company’s average daily excess availability under the facility, borrowings outstanding under the ABL Credit Facility bore interest, at the Company’s option, at:

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

(ii) the Secured Overnight Financing Rate (“SOFR”) per annum, plus 0.100 %, plus a margin of 2.750 % or 3.000 %.

From December 16, 2025 to January 31, 2026, based on the amount of the Company’s average daily excess availability under the facility, borrowings outstanding under the ABL Credit Facility bore interest, at the Company’s option, at:

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

(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:

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

From and after February 1, 2026, 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 bear interest, at the Company’s option at:

(i) the prime rate per annum, plus a margin of 1.000 %, 1.250 % or 1.500 %;

(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.

(ii) the SOFR per annum, plus a margin of 2.000 %, 2.250 % or 2.500 %.

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 %.

Previously, from February 4, 2025 to December 15, 2025, 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.

From December 16, 2025 to January 31, 2026, letter of credit fees were 0.625 % for commercial letters of credit and were 1.250 % for standby letters of credit.

As of February 1, 2026, letter of credit fees range from 0.500 % to 0.750 % for commercial letters of credit and range from 1.000 % to 1.500 % for standby letters of credit.

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

Prior to December 16, 2025, 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.

As of December 16, 2025, the fair market value of certain real estate is no longer included in this borrowing base.

For Fiscal 2025, Fiscal 2024, and Fiscal 2023, the Company recognized $ 19.1 million, $ 25.0 million, and $ 24.2 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.

Previously, from April 18, 2024 to December 15, 2025, 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, including the Company’s intellectual property, certain furniture, fixtures, equipment, and pledges of subsidiary capital stock.

As of December 16, 2025, credit extended under the ABL Credit Facility is secured by a first priority security interest in substantially all of the Company’s U.S.

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

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Pursuant to a prior amendment, the requisite payment condition thresholds for some of these covenants were 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 Company may be subject to cash dominion, and pursuant to the Eighth Amendment, the Company is required to maintain excess availability of at least $ 35.0 million, subject to increase based on the Company’s borrowing base (the “excess availability requirement”).

The Company was in compliance with this excess availability requirement as of January 31, 2026.

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:

The Company recorded a loss on extinguishment of debt of $ 1.2 million during Fiscal 2025 when it entered into the Eighth Amendment, which is recorded within Other interest expense.

As of January 31, 2026 and February 1, 2025, unamortized deferred financing costs amounted to $ 5.6 million and $ 3.8 million related to the Company’s ABL Credit Facility.

The table below presents the components of the Company’s ABL Credit Facility as of the end of Fiscal 2025 and Fiscal 2024:

2026 February 1,

(in millions)

Total borrowing base availability (1)

$ 301.9 $ 258.4

Credit facility availability (1)

Borrowing base $ 234.2 $ 301.9

Credit facility size 350.0 433.0

Maximum borrowing availability (1)

9 unchanged sentences

____________________________________________

(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.

(1) Prior to the Eighth Amendment, the lower of the credit facility size and the borrowing base, without factoring in any excess availability requirement.

Pursuant to the Eighth Amendment, as of December 16, 2025, the Company’s maximum borrowing availability is the lower of the credit facility size and the borrowing base, net of the new excess availability requirement.

(2) The sub-limit availability for letters of credit was $ 6.3 million at January 31, 2026 and $ 9.0 million at February 1, 2025.

SLR Term Loan

On December 16, 2025, the Company and certain of its subsidiaries entered into a term loan agreement (the “SLR Loan Agreement”) with SLR and other affiliated SLR entities as the lenders party thereto, and SLR as Administrative Agent, and Collateral Agent, providing for a $ 100.0 million term loan (the “SLR Term Loan”).

The Company used the net proceeds from the SLR Term Loan to partially pay down its borrowings under the ABL Credit Facility.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The SLR Term Loan (i) matures on the earlier of December 16, 2030, or the maturity date under the ABL Credit Facility, (ii) bears interest, payable monthly, (a) until June 16, 2026, at the SOFR per annum plus 5.250 % for any portion that is a SOFR loan, or at the base rate per annum plus 4.250 % for any portion that is a base rate loan;

or (b) from and after June 17, 2026, at the SOFR per annum plus 5.250 % or 6.250 % for any portion that is a SOFR loan, or at the base rate per annum plus 4.250 % or 5.250 % for any portion that is a base rate loan, based on the Company’s consolidated fixed charge coverage ratio for the trailing twelve-month period as of the most recent fiscal quarter just ended.

The SLR Term Loan is secured by a first priority security interest in the Company’s intellectual property, real estate, certain furniture, fixtures and equipment, and pledges of subsidiary capital stock, and a second priority security interest in the collateral secured by a first priority security interest under the ABL Credit Facility.

The SLR Term Loan is guaranteed by each of the Company’s subsidiaries that guarantees the Company’s ABL Credit Facility.

The SLR Term Loan is, in whole or in part, pre-payable any time and from time to time, subject to certain prepayment premiums specified in the SLR Loan Agreement, plus accrued and unpaid interest.

The SLR Term Loan contains 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 SLR Term Loan contains certain customary events of default, which include (subject in certain cases to customary grace periods), nonpayment of principal, breach of other covenants of the SLR Term Loan, 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 SLR Term Loan.

Additionally, the SLR Term Loan contains the same excess availability requirement as the ABL Credit Facility.

The Company was in compliance with this excess availability requirement as of January 31, 2026.

For Fiscal 2025, the Company recognized $ 1.2 million in interest expense related to the SLR Term Loan.

As of January 31, 2026, the interest rate was 8.9 %.

As of January 31, 2026, unamortized deferred financing costs amounted to $ 2.4 million related to the SLR Term Loan.

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 Company and certain subsidiaries maintain an interest-free, unsecured and subordinated promissory note with Mithaq (the “Initial Mithaq Term Loan”), dated February 29, 2024, by and among the Company, certain of its subsidiaries, and Mithaq.

During the first quarter of Fiscal 2025, $ 60.2 million under the Initial Mithaq Term Loans was repaid pursuant to the completion of the Company’s rights offering on February 6, 2025 (“Rights Offering”), leaving $ 18.4 million outstanding under the Initial Mithaq Term Loan as of January 31, 2026.

The Company recorded a loss on extinguishment of debt of $ 1.0 million during Fiscal 2025, due to the partial prepayment of the Initial Mithaq Term Loan, which is recorded within Other interest expense.

For more information about the Rights Offering, refer to “Note 10.

Stockholders’ Deficit” of the Consolidated Financial Statements.

The Initial Mithaq Term Loan matures on April 16, 2031 and is guaranteed by each of the Company’s subsidiaries that guarantees the Company’s ABL Credit Facility.

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

and together with the Initial Mithaq Term Loan, collectively, the “Mithaq Term Loans”), dated April 16, 2024, by and among the Company, certain of its subsidiaries, and Mithaq.

The New Mithaq Term Loan also matures on April 16, 2031, and requires monthly payments equivalent to interest charged at the SOFR per annum plus 4.000 %, with the first year’s monthly payments to Mithaq deferred until April 30, 2025.

On April 28, 2025, the Company and Mithaq entered into Amendment No.

1 to the New Mithaq Term Loan promissory note, which subjected these deferred monthly payments due as of April 30, 2025 to a payment plan, payable in installments prior to the end of Fiscal 2025.

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

THE CHILDREN’S PLACE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

Pursuant to the Company’s refinancing transactions on December 16, 2025, the New Mithaq Term Loan was further amended to allow the Company to defer its monthly payments upon written notice to Mithaq, and as an amendment consent fee, its principal amount was increased by $ 2.7 million to $ 92.7 million, leaving an aggregate of $ 111.1 million outstanding under the Mithaq Term Loans.

These amendments were evaluated under FASB ASC 470 — Debt , and accounted for as debt modifications.

The $ 2.7 million increase in principal amount and the related deferred financing costs are accounted for as noncash financing activities within the Company’s Consolidated Statements of Cash Flows.

For Fiscal 2025 and Fiscal 2024, the Company recognized $ 7.4 million and $ 6.5 million, respectively, in interest-equivalent expense related to the New Mithaq Term Loan.

As of January 31, 2026, the interest-equivalent rate was 7.8 %.

For Fiscal 2025, the Company paid $ 8.3 million in interest-equivalent charges to Mithaq.

These payments were made in the form of Murabaha transactions to be compliant with Shariah law.

The purchase and sale of commodities as a result of these transactions have been accounted for in accordance with FASB ASC 610 — Other income , and presented on a net basis within Related party interest expense.

As of January 31, 2026 and February 1, 2025, interest-equivalent expense payable to Mithaq was $ 5.6 million and $ 6.5 million, respectively, which is recorded within Accrued expenses and other current liabilities.

The Mithaq Term Loans are subject to an amended and restated subordination agreement (as amended from time to time, the “Mithaq Subordination Agreement”), dated as of April 16, 2024, by and among the Company and certain 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.

Pursuant to the Company’s refinancing transactions in December 2025, the Mithaq Term Loans are also subordinated in payment priority to the obligations of the Company and its subsidiaries under the SLR Term Loan.

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.

2 unchanged sentences

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

As of January 31, 2026 and February 1, 2025, unamortized deferred financing costs amounted to $ 3.6 million and $ 2.6 million, respectively, related to the Mithaq Term Loans.

Maturities of the Company’s principal debt payments on the SLR Term Loan and Mithaq Term Loans are as follows:

January 31, 2026

(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.

Total principal debt payments

THE CHILDREN’S PLACE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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”).

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

On December 16, 2025, the Company and Mithaq entered into an Amendment No.

3 to the Commitment Letter, that extended the deadline for requesting advances until December 16, 2030.

If any debt is incurred under the Mithaq Credit Facility, it shall require monthly payments equivalent to interest charged at the SOFR per annum plus 9.000 %.

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

Similar to the Mithaq Term Loans, such debt shall also be subject to the Mithaq 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 December 16, 2030.

As of January 31, 2026, no debt had been incurred under the Mithaq Credit Facility.

COMMITMENTS AND CONTINGENCIES

As of February 1, 2025, the Company entered into various purchase commitments for the next 12 months for merchandise for re-sale of approximately $ 96.9 million and approximately $ 56.4 million for equipment, construction, and other non-merchandise commitments.

The Company also has operating lease and standby letters of credit commitments of $ 213.4 million and $ 16.0 million, respectively.

The Company enters into contractual obligations and commitments that may require future cash payments.

These obligations include debt repayments, standby letters of credit and operating lease liabilities.

For additional information, refer to “Note 7.

Leases” and “Note 8.

Debt” of the Consolidated Financial Statements.

The Company enters into various purchase order commitments with its suppliers.

For certain suppliers, the Company has the ability to cancel these arrangements, although in some of these instances, the Company may either continue to be liable for payment of the entirety of the purchase order commitment despite cancellation, or be subject to a termination charge reflecting a percentage of work performed prior to cancellation.

As of January 31, 2026, these purchase order commitments for the next 12 months for merchandise for re-sale amounted to approximately $ 121.1 million.

Legal and Regulatory Matters

The Company is a defendant in Rael v.

The Children’s Place, Inc.

, a purported class action, pending in the U.S.

District Court, Southern District of California.

In the initial complaint filed in February 2016, the plaintiff alleged that the Company falsely advertised discount prices in violation of California’s Unfair Competition Law, False Advertising Law, and Consumer Legal Remedies Act.

The plaintiff filed an amended complaint in April 2016, adding allegations of violations of other state consumer protection laws.

In August 2016, the plaintiff filed a second amended complaint, adding an additional plaintiff and removing the other state law claims.

The plaintiffs’ second amended complaint sought to represent a class of California purchasers and sought, among other items, injunctive relief, damages, and attorneys’ fees and costs.

The Company engaged in mediation proceedings with the plaintiffs in December 2016 and April 2017.

The parties reached an agreement in principle in April 2017, and signed a definitive settlement agreement in November 2017, to settle the matter on a class basis with all individuals in the U.S.

who made a qualifying purchase at The Children’s Place from February 11, 2012 through January 28, 2020, the date of preliminary approval by the court of the settlement.

The Company submitted its memorandum in support of final approval of the class settlement on March 2, 2021.

On March 29, 2021, the court granted final approval of the class settlement and denied plaintiff’s motion for attorney’s fees, with the amount of attorney’s fees to be decided after the class recovery amount has been determined.

The settlement provides merchandise vouchers for qualified class members who submit valid claims, as well as payment of legal fees and expenses and claims administration expenses.

Vouchers were distributed to class members on November 15, 2021 and they were eligible for redemption in multiple rounds through November 2023.

On February 23, 2024, a hearing on motion for preliminary injunction and permanent injunction and to enforce judgement and settlement agreement was held.

Pending receipt of the court’s ruling, upon the court’s order, the plaintiff filed a renewed motion for attorneys’ fees, costs and incentive awards on March 4, 2024, to which the Company filed a statement of non-opposition on April 1, 2024.

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 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.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Similar to the Rael case above, the Company is also a defendant in Gabriela Gonzalez v.

The Company is a defendant in Gabriela Gonzalez v.

The Children’s Place, Inc.

15 unchanged sentences

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

The Company subsequently filed a Motion for Reconsideration in December 2024, which was denied by the court in October 2025.

Class certification discovery is ongoing, with class certification proceedings expected to take place in fiscal 2026.

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.

1 unchanged sentence

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.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

STOCKHOLDERS’ DEFICIT

Rights Offering

On February 6, 2025, the Company completed its 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 $ 90.0 million.

Mithaq purchased 6.7 million shares of Common stock pursuant to the Rights Offering.

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.

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

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

Share Repurchase Program

In November 2021, the Board of Directors authorized a $ 250.0 million share repurchase program (the “Share Repurchase Program”).

In November 2021, the Board authorized a $ 250.0 million share repurchase program (the “Share Repurchase Program”).

Under this program, the Company may repurchase shares on the open market at current market prices at the time of purchase or in privately negotiated transactions.

1 unchanged sentence

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 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.

Currently, pursuant to the terms of the Company’s Credit Agreement and SLR Loan Agreement, the repurchase of any shares would require fulfilling stringent payment conditions under those agreements, 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 January 31, 2026, there was $ 156.1 million remaining availability under the Share Repurchase Program.

Pursuant to the Company’s practice, including due to restrictions imposed by the Company’s insider trading policy during black-out periods, the Company withholds and repurchases shares of vesting stock awards and makes payments to taxing authorities as required by law to satisfy the withholding tax requirements of all equity award recipients.

3 unchanged sentences

Fiscal Years Ended

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

January 31, 2026 February 1, 2025 February 3, 2024

Shares Amount Shares Amount Shares Amount

3 unchanged sentences

Shares acquired and held in treasury 1 $ 22 5 $ 66 8 $ 245

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.

THE CHILDREN’S PLACE, INC.

1 unchanged sentence

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 Accumulated deficit.

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

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.

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

The Company has no current plans to pay regular cash dividends in Fiscal 2026 pursuant to the terms of the Company’s Credit Agreement and SLR Loan Agreement, which impose certain restrictions on the Company’s ability to pay dividends.

STOCK-BASED COMPENSATION

5 unchanged sentences

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)

In Fiscal 2025, the stock awards granted to employees at senior management levels were Deferred Awards that vest in three equal tranches in fiscal year 2027, fiscal year 2028 and fiscal year 2029.

These awards are subject to shareholder approval at the Company’s annual shareholder meeting in May 2026, however a grant date was established in Fiscal 2025 as approval is to be expected due to Mithaq’s majority shareholding and their ability to control over 50 % of the votes.

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

1 unchanged sentence

2026 February 1,

2024 January 28,

2025 February 3,

(in thousands)

10 unchanged sentences

The Company recognized a tax benefit related to stock-based compensation expense (benefit) before consideration of the valuation allowance of $ 0.4 million, $ 1.6 million, and $ 0.3 million in Fiscal 2025, Fiscal 2024, and Fiscal 2023, respectively.

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

At January 31, 2026, the Company had 329,810 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 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Shares Weighted

9 unchanged sentences

Unvested Deferred Awards at end of year 826 $ 4.36 153 $ 15.23 238 $ 31.99

Total unrecognized stock-based compensation expense related to unvested Deferred Awards was $ 1.7 million as of February 1, 2025, which will be recognized over a weighted average period of approximately 2.3 years.

Total unrecognized stock-based compensation expense related to unvested Deferred Awards was $ 3.0 million as of January 31, 2026, which will be recognized over a weighted average period of approximately 3.2 years.

The fair value of Deferred Awards that vested during Fiscal 2025, Fiscal 2024, and Fiscal 2023 was $ 1.0 million, $ 4.6 million, and $ 4.7 million, respectively.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Performance Awards

Fiscal Years Ended

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

January 31, 2026 February 1, 2025 February 3, 2024

Fair Value Number of

3 unchanged sentences

Granted 93 9.02 182 14.17 131 21.55

Shares earned in excess of (below) Target Shares — — — — 192 48.17

Vested shares, including shares earned in excess of Target Shares ( 114 ) 75.97 ( 300 ) 44.71 ( 58 ) 101.62

Shares earned in excess (below) of Target Shares ( 115 ) 12.50 — — — —

Vested shares, including shares earned in excess of Target Shares (if applicable) ( 37 ) 48.84 ( 114 ) 75.97 ( 300 ) 44.71

Forfeited ( 56 ) 13.76 ( 112 ) 27.18 ( 18 ) 55.01

4 unchanged sentences

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 .

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 $ 0.8 million as of January 31, 2026, which will be recognized over a weighted average period of approximately 1.2 years .

The fair value of Performance Awards that vested during Fiscal 2025, Fiscal 2024 and Fiscal 2023 was $ 1.4 million, $ 8.6 million, and $ 11.8 million, respectively.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

On February 6, 2025, the Company completed its Rights Offering.

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.

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 prior periods presented by a factor of 1.002 .

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

1 unchanged sentence

2026 February 1,

2024 January 28,

2025 February 3,

(in thousands)

4 unchanged sentences

Anti-dilutive shares excluded from diluted loss per common share calculation 171 53 114

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FAIR VALUE MEASUREMENT

9 unchanged sentences

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

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 fair value of the Initial Mithaq Term Loan with a carrying value (gross of debt issuance costs) of $ 18.4 million at January 31, 2026, was approximately $ 11.6 million.

The fair value of the New Mithaq Term Loan with a carrying value (gross of debt issuance costs) of $ 92.7 million at January 31, 2026, was approximately $ 86.9 million.

The fair value of the Mithaq Term Loans 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 carrying amount of the Company’s remaining short-term and long-term borrowings, which are considered Level 2 liabilities, approximates fair value based on current rates and terms available to the Company for similar debt.

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.

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The resulting fair value measurements of the assets are considered to fall within Level 3 of the fair value hierarchy.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Impairment of Long-Lived Assets

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

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.

The Company performed periodic quantitative impairment assessments of its store-related long-lived assets and did not record an impairment charge during Fiscal 2025 and Fiscal 2024.

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

The Company reviewed its remaining fixed assets for indicators of impairment.

Based on the results of the tests performed, the Company recorded an impairment charge of $ 2.0 million during Fiscal 2025 related to the decommissioning of its Sugar and Jade and PJ Place websites.

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 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 CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company performs a periodic impairment assessment of the Gymboree tradename, in accordance with FASB ASC 350 — Intangibles — Goodwill and Other .

Based on this assessment, the Company did not identify any indicators of impairment during Fiscal 2025.

The Company recorded a $ 28.0 million impairment charge 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.

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

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2026 February 1,

2024 January 28,

2025 February 3,

(in thousands)

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Total loss before provision (benefit) for income taxes $ ( 90,285 ) $ ( 49,448 ) $ ( 113,798 )

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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2026 February 1,

2024 January 28,

2025 February 3,

(in thousands)

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Foreign 2,972 2,439 4,758

8,371 3,768 137

Total current provision (benefit) ( 1,441 ) 8,371 3,768

Federal ( 643 ) — 21,125

1 unchanged sentence

Foreign — — 2,831

— 36,975 ( 13,761 )

Total deferred provision (benefit) ( 581 ) — 36,975

Total provision (benefit) for income taxes $ ( 2,022 ) $ 8,371 $ 40,743

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

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.

As of January 31, 2026, the remaining income tax receivable of $ 19.1 million is included within Prepaid expenses and other current assets on the Consolidated Balance Sheets.

Subsequent to Fiscal 2025, on February 5, 2026, the Company entered into a Receivables Purchase Agreement with TRMEF Basis II LLC to sell its income tax receivable of $ 19.1 million plus accrued interest of $ 3.7 million for a total purchase price of $ 20.1 million.

Refer to “Note 17.

Subsequent Events” of the Consolidated Financial Statements.

The Company prospectively adopted ASU 2023-09 that requires disaggregation of information in the effective income tax rate reconciliation and income taxes paid disclosures.

THE CHILDREN’S PLACE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

federal statutory rate of 21.0% and the effective tax rate for Fiscal 2025 (in accordance with ASU 2023-09) is as follows:

Fiscal Year Ended

(in thousands) %

Calculated income tax benefit at U.S.

federal statutory rate $ ( 18,960 ) 21.0 %

State and local income taxes, net of federal income tax effect (1)

( 163 ) 0.2 %

Foreign Tax Effects

Foreign tax rate differential ( 686 ) 0.8 %

Income excluded from Hong Kong tax base ( 1,430 ) 1.6 %

Pillar Two 1,489 ( 1.6 ) %

Other ( 400 ) 0.4 %

Foreign tax rate differential ( 483 ) 0.5 %

Changes in valuation allowance 2,368 ( 2.6 ) %

Other 507 ( 0.6 ) %

Other foreign jurisdictions 480 ( 0.5 ) %

Effects of Cross-Border Tax Laws ( 237 ) 0.3 %

Tax Credits 522 ( 0.6 ) %

Changes in valuation allowance 16,433 ( 18.2 ) %

Changes in Unrecognized tax benefits ( 1,825 ) 2.0 %

Other 363 ( 0.5 ) %

Total benefit for income taxes $ ( 2,022 ) 2.2 %

____________________________________________

(1) State and local tax expense was not material in Fiscal 2025.

The Organization for Economic Cooperation and Development (“OECD”) introduced a global minimum corporate tax rate of 15% under its Pillar Two initiative (“Pillar Two”), which became effective for tax years beginning in January 2024.

Although the U.S.

has not implemented the Pillar Two rules, other regions where we conduct business, primarily Hong Kong and Canada, have enacted such legislation.

The effective income tax rate for Fiscal 2025 includes the global minimum tax provision of OECD Pillar Two for Hong Kong.

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.

federal statutory rate of 21.0% and the effective tax rate for Fiscal 2024, Fiscal 2023, and Fiscal 2022 follows:

federal statutory rate of 21.0% and the effective tax rate for Fiscal 2024 and Fiscal 2023 (as previously reported in accordance with guidance prior to the adoption of ASU 2023-09) is as follows:

Fiscal Years Ended

2025 % February 3,

2024 January 28,

(in thousands)

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Other 2,124 ( 4.2 ) % ( 606 ) 0.6 %

Total provision (benefit) for income taxes

$ 8,371 $ 40,743 $ ( 13,624 )

Total provision for income taxes $ 8,371 ( 16.9 ) % $ 40,743 ( 35.8 ) %

____________________________________________

(1) The Company has substantial operations in Hong Kong, which has a lower statutory income tax rate as compared to the U.S.

The Company’s foreign effective tax rate for Fiscal 2024, Fiscal 2023, and Fiscal 2022 was 17.5 %, 11.6 %, and 9.8 %, respectively.

The Company’s foreign effective tax rate for Fiscal 2024 and Fiscal 2023 was 17.5 %, and 11.6 %, respectively.

This rate will fluctuate from year to year in response to changes in the mix of income by country, as well as changes in tax laws in foreign jurisdictions.

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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 Fiscal 2024, the Company increased its valuation allowance accordingly.

Thus, in Fiscal 2025, the Company increased its valuation allowance by $ 20.9 million to $ 109.1 million.

Income taxes paid (refunded) in Fiscal 2025 (presented in accordance with ASU 2023-09) consisted of:

Fiscal Year Ended

(in thousands)

Domestic - federal (1)

Domestic - state and local ( 331 )

Hong Kong 1,786

Other foreign 582

Total income taxes paid, net of refunds $ 16,023

____________________________________________

(1) Includes the Tax Cuts and Jobs Act transition tax payments.

THE CHILDREN’S PLACE, INC.

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Interest expense carryforward

12,341 16,853

Inventory 21,422 10,299

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Total deferred tax liabilities ( 47,816 ) ( 47,542 )

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 .

Total deferred tax assets (liabilities), net $ ( 1 ) $ ( 582 )

The Company has gross federal NOL carryforwards of approximately $ 75.1 million which do not expire, state NOL carryforwards of approximately $ 172.2 million, which either expire between two and nineteen years , or carryforward indefinitely, and foreign NOL carryforwards of approximately $ 25.5 million, which expire between five and twenty years .

The Company also has an Alternative Minimum Tax credit (“AMT”) in Puerto Rico of approximately $ 0.5 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 continues to be maintained against its net deferred tax assets and increased $ 18.3 million to $ 88.1 million in Fiscal 2024.

Thus, the Company’s valuation allowance continues to be maintained against its net deferred tax assets.

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.

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.

This change of control constituted an “ownership change” under the 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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On December 22, 2017, the U.S.

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

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

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

Determining the amount of the unrecognized deferred tax liability related to any additional outside basis differences in the Company’s foreign subsidiaries (i.e., basis differences in excess of that subject to the one-time transition tax) is not practicable.

The unremitted foreign earnings earned subsequent to the transition tax, which are permanently reinvested, were $ 262.4 million at February 1, 2025.

During Fiscal 2025, the Company made the final installment payment related to the transition tax liability of $ 9.5 million.

During the fourth quarter of Fiscal 2025, the Company removed its indefinite reinvestment assertion on earnings subsequent to the enactment of the transition tax under the Tax Act.

Accordingly, the Company is no longer indefinitely reinvested with respect to its undistributed earnings from foreign subsidiaries pre and post the one-time transition tax.

The Company has provided a deferred tax liability for any income tax impacts that would result from cash distributions, including any withholding taxes.

Determining the amount of unrecognized deferred tax liability related to any additional outside basis difference in the Company’s foreign subsidiaries is not practicable.

Unrecognized Tax Benefits

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Ending Balance $ 5,294 $ 6,874

Unrecognized tax benefits of $ 6.5 million, excluding accrued interest and penalties, at February 1, 2025 would affect the Company’s effective tax rate in future periods, if recognized.

The Company believes that it is reasonably possible that the total amount of unrecognized tax benefits as of February 1, 2025 could decrease by up to $ 1.8 million in the next 12 months as a result of settlements with taxing authorities or the expiration of statutes of limitations.

Unrecognized tax benefits of $ 4.9 million, excluding accrued interest and penalties, at January 31, 2026 would affect the Company’s effective tax rate in future periods, if recognized.

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

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.

and foreign jurisdictions, including Canada and Hong Kong.

At January 31, 2026 and February 1, 2025, accrued interest and penalties of $ 0.5 million and $ 0.8 million, respectively, were included in unrecognized tax benefits.

Interest, penalties, and reversals thereof, net of taxes, amounted to a benefit of $( 0.4 ) million in Fiscal 2025 and an expense of $ 0.2 million in Fiscal 2024.

The Company is subject to tax in the United States and foreign jurisdictions, including Canada and Hong Kong.

The Company files a consolidated U.S.

10 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the United States.

The legislation contains certain provisions related to the full expensing of U.S.

research and development costs and other depreciable property.

The legislation also includes changes to the determination of the amount of U.S.

interest expense that is deductible for U.S.

tax purposes.

While these changes are generally favorable to the Company’s cash tax position, the legislation did not have a material impact on our effective tax rate and consolidated financial statements for Fiscal 2025.

RETIREMENT AND SAVINGS PLANS

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Deferred Compensation Plan

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.

The Deferred Compensation Plan liability, excluding Company stock, was $ 1.1 million at January 31, 2026 and February 1, 2025, respectively.

The value of the assets held in the rabbi trust was $ 1.1 million at January 31, 2026 and February 1, 2025, respectively.

The cost of the Company’s stock repurchased was $ 0.1 million at January 31, 2026 and February 1, 2025, respectively.

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

2 unchanged sentences

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 President and 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.

6 unchanged sentences

segment are the Company’s U.S.

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 and revenue from international franchisees.

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

Included in The Children’s Place International segment are the Company’s Canadian-based stores and net sales 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.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

wholesale customer that individually accounted for more than 10% of its net sales, amounting to $ 127.7 million and $ 170.7 million, during Fiscal 2025 and Fiscal 2024, respectively, and accounts for a majority of the Company’s accounts receivable, amounting to $ 13.7 million and $ 31.6 million as of January 31, 2026 and February 1, 2025, respectively.

Store Count by Segment

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

As of January 31, 2026, The Children’s Place U.S.

had 442 stores and The Children’s Place International had 56 stores.

1 unchanged sentence

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

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Fiscal Year Ended February 1, 2025

The tables below present certain segment information, including significant segment expenses, for our reportable segments for the periods indicated:

Fiscal Year Ended January 31, 2026

The Children’s Place U.S.

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28,000 — 28,000

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

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.

11 unchanged sentences

___________________________________________

(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.

(2) Cost of sales includes the cost of inventory sold, certain buying, design, and distribution expenses, shipping and handling costs on merchandise sold directly to customers, and all occupancy costs, except for administrative office buildings.

(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.

6 unchanged sentences

2026 February 1,

2024 January 28,

2025 February 3,

(in thousands)

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2026 February 1,

2024 January 28,

2025 February 3,

(in thousands)

9 unchanged sentences

Total capital expenditures $ 17,381 $ 15,830 $ 27,559

Fiscal Years Ended

2026 February 1,

7 unchanged sentences

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

Fiscal Years Ended

2026 February 1,

11 unchanged sentences

SUBSEQUENT EVENTS

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.

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.

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

On February 5, 2026, the Company entered into a Receivables Purchase Agreement (the “RPA”) with TRMEF Basis II LLC (“TRMEF”) to sell its CARES Act income tax receivable of $ 19.1 million plus accrued interest of $ 3.7 million at a purchase rate of 88.5 %, for a total purchase price of $ 20.1 million.

The Company received net cash proceeds of $ 15.9 million, after insurance and legal fees amounting to $ 0.7 million.

The remaining proceeds of $ 3.5 million are expected to be received in two tranches as follows:

(i) upon confirmation by the IRS of submission by the IRS of the Revenue Agent Report to the Joint Committee on Taxation, TRMEF shall pay $ 2.5 million to the Company, less the amount of any downward adjustments in respect of the tax refund claim set forth in such Revenue Agent Report, and (ii) on the date on which TRMEF receives payment in full in cash of the refund claim, TRMEF shall pay $ 1.0 million to the Company, less 10 % of accrued interest as of the effective date of the RPA.

The Company used the net proceeds from the sale of its income tax receivable to partially pay down its borrowings under the ABL Credit Facility.

On March 31, 2026, the Company entered into a Claim Sale and Purchase Agreement with Alnus Investors, LLC (“Alnus”) to sell its claims for refunds of tariffs previously paid to the U.S.

Customs and Border Protection, related to those tariffs originally invoked under the International Emergency Economics Powers Act of 1977, for which such tariffs were ruled unlawful by the United States Supreme Court on February 20, 2026.

Alnus purchased an aggregate amount of $ 38.2 million of these refund claims at a purchase rate of 67.2 %, for a total purchase price of $ 25.7 million.

The Company used the net proceeds from the sale of these refund claims to partially pay down its borrowings under the Company’s ABL Credit Facility.

(a)(3) Exhibits.

Exhibit Description

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.

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.

Amended and Restated Certificate of Incorporation of the Company dated May 7, 2025 filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on May 9, 2025 is incorporated by reference herein.

Eighth 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, 2024, 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.

14 unchanged sentences

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.

Agreement dated May 22, 2015, by and among The Children’s Place, Inc., Macellum SPV II, LP, Barington Companies Equity Partners, L.P., Jonathan Duskin, James A.

Mitarotonda, certain of their affiliates listed on Schedule A to the Agreement, and Robert L.

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.

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

13 unchanged sentences

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.

Eighth Amendment to Amended and Restated Credit Agreement, dated December 16, 2025, 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 10.6 to the registrant’s Quarterly Report on Form 10-Q for the period ended November 1, 2025, is incorporated by reference herein.

Credit Agreement, dated December 16, 2025, among the Company, certain subsidiaries of the Company and Crystal Financial LLC d/b/a SLR Credit Solutions, as Administrative Agent and Collateral Agent filed as Exhibit 10.7 to the registrant’s Quarterly Report on Form 10-Q for the period ended November 1, 2025, is incorporated by reference herein.

Unsecured 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.

Amendment No.

1 to Unsecured Promissory Note, dated as of December 16, 2025, among the Company, certain subsidiaries of the Company, and Mithaq Capital SPC filed as Exhibit 10.8 to the registrant’s Quarterly Report on Form 10-Q for the period ended November 1, 2025, is incorporated by reference herein.

Exhibit Description

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.

Amendment No.

1 to Unsecured Promissory Note (the New Mithaq Term Loan) , dated as of April 28, 2025, among the Company, certain subsidiaries of the Company, and Mithaq Capital SPC filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the period ended May 3, 2025, is incorporated by reference herein.

Amendment No.

2 to Unsecured Promissory Note (the New Mithaq Term Loan), dated as of December 16, 2025, among the Company, certain subsidiaries of the Company, and Mithaq Capital SPC filed as Exhibit 10.9 to the registrant’s Quarterly Report on Form 10-Q for the period ended November 1, 2025, is incorporated by reference herein.

Commitment Letter for $40 Million Senior Unsecured Credit Facility , 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.

Amendment No.

1 to Commitment Letter for $40 Million Senior Unsecured Credit Facility , dated as of September 10, 2024, among the Company, certain subsidiaries of the Company, and Mithaq Capital SPC filed as Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q for the period ended August 3, 2024, is incorporated by reference herein.

Amendment No.

2 to Commitment Letter for $40 Million Senior Unsecured Credit Facility, dated as of September 4, 2025, among the Company, certain subsidiaries of the Company, and Mithaq Capital filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the period ended August 2, 2025, is incorporated by reference herein.

Amendment No.

3 to Commitment Letter for $40 Million Senior Unsecured Cr edit Facility , dated as of December 16, 2025, among the Company, certain subsidiaries of the Company, and Mithaq Capital SPC filed as Exhibit 10.10 to the registrant’s Quarterly Report on Form 10-Q for the period ended November 1, 2025, is incorporated by reference herein.

Asset Purchase Agreement, dated March 1, 2019, by and among TCP Brands, LLC, as buyer, and Gymboree Group, Inc.

1 unchanged sentence

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.

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 May 29, 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.

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.

and Claudia Lima-Guinehut filed as Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q for the period ended August 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).

and John Szczepanski filed as Exhibit 10.29 to the registrant’s Annual Report on Form 10-K for the period ended February 1, 2025, is incorporated by reference herein.

Form of Deferred Cash Award Agreement under the 2011 Equity Incentive Plan (Group Vice President & below) filed as Exhibit 10.2 7 to the registrant’s Annual Report on Form 10-K for the period ended February 1, 2025, is incorporated by reference herein.

Form of Restricted Stock Unit Award Agreement under the 2011 Equity Incentive Plan (Senior Vice President & above) filed as Exhibit 10.

28 to the registrant’s Annual Report on Form 10-K for the period ended February 1, 2025, is incorporated by reference herein.

Form of Deferred Cash Award Agreement under the 2011 Equity Incentive Plan (Group Vice President & above) filed as Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the period ended August 2, 2025, is incorporated by reference herein.

Form of Performance-Based Cash Award Agreement under the 2011 Equity Incentive Plan (Group Vice President & above) filed as Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q for the period ended August 2, 2025, is incorporated by reference herein.

Form of Restricted Stock Unit Award Agreement under the 2011 Equity Incentive Plan (Group Vice President & above) filed as Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q for the period ended August 2, 2025, is incorporated by reference herein.

Letter Agreement dated February 18, 2026 between The Children’s Place, Inc.

Exhibit Description

Separation Agreement dated March 10 , 2026 between The Children’s Place, Inc.

a nd Claudia Lima-Guinehut .

The Children’s Place Inc.

4 unchanged sentences

Certificate of Principal Executive 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.

Certificate of Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

Certification pursuant to 18 U.S.C.

20 unchanged sentences

Muhammad Umair

President and Interim Chief Executive Officer

President and Chief Executive Officer

(Principal Executive Officer)

3 unchanged sentences

/S/ Turki Saleh A.

AlRajhi Chairman of the Board April 17, 2025

AlRajhi Executive Chairman of the Board April 10, 2026

Turki Saleh A.

/S/ Muhammad Umair Director, President and Interim Chief Executive Officer

/S/ Muhammad Asif Seemab Executive Vice Chairman of the Board April 10, 2026

Muhammad Asif Seemab

/S/ Muhammad Umair Director, President and Chief Executive Officer

(Principal Executive Officer) April 10, 2026

1 unchanged sentence

/S/ John Szczepanski Chief Financial Officer

(Principal Financial Officer) April 17, 2025

(Principal Financial Officer and Principal Accounting Officer) April 10, 2026

John Szczepanski

/S/ Laura Lentini Chief Accounting Officer

(Principal Accounting Officer) April 17, 2025

Laura Lentini

/S/ Douglas Edwards Director April 10, 2026

2 unchanged sentences

Hussan Arshad

/S/ Muhammad Asif Seemab Director April 17, 2025

Muhammad Asif Seemab

/S/ Kim Roy Executive Director April 10, 2026

/S/ Rhys Summerton Director April 10, 2026

1 unchanged sentence

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