What changed in this filing

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Item 1. Financial Statements

2026-06-12 compared with 2025-12-16 · 250 added, 373 removed, 468 unchanged (57% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

2025 February 1,

2025 November 2,

2026 January 31,

(in thousands, except par value)

11 unchanged sentences

Total assets $ 729,176 $ 670,299 $ 779,602

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

3 unchanged sentences

Income taxes payable 1,770 2,945 1,134

Short-term debt 44,382 — —

Accrued expenses and other current liabilities 88,004 88,149 85,938

1 unchanged sentence

Long-term liabilities:

Long-term debt 97,678 97,588 —

Related party long-term debt 107,724 107,554 107,010

4 unchanged sentences

Commitments and contingencies (see Note 7)

Stockholders’ deficit:

Stockholders’ equity (deficit):

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

9 unchanged sentences

Accumulated deficit ( 334,138 ) ( 280,947 ) ( 226,707 )

Total stockholders’ deficit ( 8,611 ) ( 59,411 ) ( 49,574 )

Total liabilities and stockholders’ deficit $ 762,509 $ 747,552 $ 888,793

Total stockholders’ equity (deficit) ( 107,233 ) ( 54,183 ) 1,415

Total liabilities and stockholders’ equity (deficit) $ 729,176 $ 670,299 $ 779,602

See accompanying notes to these consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

Thirteen Weeks Ended Thirty-nine Weeks Ended

2025 November 2,

2024 November 1,

2025 November 2,

Thirteen Weeks Ended

(in thousands, except loss per common share)

4 unchanged sentences

Depreciation and amortization 6,666 8,230

Asset impairment charges — — — 28,000

Operating income (loss) 3,669 29,258 ( 16,342 ) ( 20,506 )

Operating loss ( 42,179 ) ( 24,117 )

Related party interest expense ( 1,942 ) ( 1,871 )

1 unchanged sentence

Interest income 8 10

Income (loss) before provision (benefit) for income taxes ( 4,452 ) 19,180 ( 41,043 ) ( 47,536 )

Provision (benefit) for income taxes ( 132 ) ( 900 ) 2,665 2,293

Net income (loss) $ ( 4,320 ) $ 20,080 $ ( 43,708 ) $ ( 49,829 )

Earnings (loss) per common share

Loss before provision for income taxes ( 51,869 ) ( 32,679 )

Provision for income taxes 1,322 1,344

Net loss $ ( 53,191 ) $ ( 34,023 )

Loss per common share

Basic $ ( 2.40 ) $ ( 1.57 )

6 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Thirteen Weeks Ended Thirty-nine Weeks Ended

2025 November 2,

2024 November 1,

2025 November 2,

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Thirteen Weeks Ended

(in thousands)

Net income (loss) $ ( 4,320 ) $ 20,080 $ ( 43,708 ) $ ( 49,829 )

Other comprehensive income (loss):

Net loss $ ( 53,191 ) $ ( 34,023 )

Other comprehensive income:

Foreign currency translation adjustment 595 3,582

Total comprehensive income (loss) $ ( 4,010 ) $ 19,798 $ ( 41,326 ) $ ( 50,850 )

Total comprehensive loss $ ( 52,596 ) $ ( 30,441 )

See accompanying notes to these consolidated financial statements.

1 unchanged sentence

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Thirteen Weeks Ended November 1, 2025

Additional Other Total

Common Stock Paid-In Deferred Accumulated Comprehensive Treasury Stock Stockholders’

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

Balance, August 2, 2025 22,171 $ 2,217 $ 242,407 $ 90 $ ( 232,072 ) $ ( 17,419 ) ( 3 ) $ ( 90 ) $ ( 4,867 )

Stock-based compensation expense — — 266 — — — — — 266

Other comprehensive income — — — — — 310 — — 310

Net loss — — — — ( 4,320 ) — — — ( 4,320 )

Balance, November 1, 2025 22,171 $ 2,217 $ 242,673 $ 90 $ ( 236,392 ) $ ( 17,109 ) ( 3 ) $ ( 90 ) $ ( 8,611 )

Thirty-nine Weeks Ended November 1, 2025

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Thirteen Weeks Ended May 2, 2026

Additional Other Total

1 unchanged sentence

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

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

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

Vesting of stock awards 72 7 ( 7 ) — — — — — —

Stock-based compensation expense — — 2,943 — — — — — 2,943

Stock-based compensation benefit — — ( 425 ) — — — — — ( 425 )

Purchase and retirement of common stock ( 9 ) ( 1 ) ( 28 ) — — — — — ( 29 )

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

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

Other comprehensive income — — — — — 595 — — 595

Net loss — — — — ( 53,191 ) — — — ( 53,191 )

Balance, November 1, 2025 22,171 $ 2,217 $ 242,673 $ 90 $ ( 236,392 ) $ ( 17,109 ) ( 3 ) $ ( 90 ) $ ( 8,611 )

See accompanying notes to these consolidated financial statements.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Thirteen Weeks Ended November 2, 2024

Additional Other Total

Common Stock Paid-In Deferred Accumulated Comprehensive Treasury Stock Stockholders’

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

Balance, August 3, 2024 12,779 $ 1,278 $ 151,859 $ 2,975 $ ( 204,774 ) $ ( 17,235 ) ( 61 ) $ ( 2,975 ) $ ( 68,872 )

Vesting of stock awards — — — — — — — — —

Stock-based compensation expense — — 21 — — — — — 21

Stock issuance costs — — ( 521 ) — — — — — ( 521 )

Other comprehensive loss — — — — — ( 282 ) — — ( 282 )

Deferral of common stock into deferred compensation plan — — — ( 2,865 ) — — 58 2,865 —

Net income — — — — 20,080 — — — 20,080

Balance, November 2, 2024 12,779 $ 1,278 $ 151,359 $ 110 $ ( 184,694 ) $ ( 17,517 ) ( 3 ) $ ( 110 ) $ ( 49,574 )

Thirty-nine Weeks Ended November 2, 2024

Additional Other Total

Common Stock Paid-In Deferred Accumulated Comprehensive Treasury Stock Stockholders’

Balance, May 2, 2026 22,234 $ 2,223 $ 242,258 $ 68 $ ( 334,138 ) $ ( 17,576 ) ( 2 ) $ ( 68 ) $ ( 107,233 )

Thirteen Weeks Ended May 3, 2025

Accumulated Total

Additional Other Stockholders’

Common stock Paid-In Deferred Accumulated Comprehensive Treasury Stock Equity

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

3 unchanged sentences

Purchase and retirement of common stock ( 15 ) ( 1 ) ( 83 ) — — — — — ( 84 )

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

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

Other comprehensive loss — — — — — ( 1,021 ) — — ( 1,021 )

Distribution of common stock from deferred compensation plan, net of deferrals — — — ( 2,799 ) — — 53 2,799 —

Other comprehensive income — — — — — 3,582 — — 3,582

Net loss — — — — ( 34,023 ) — — — ( 34,023 )

Balance, November 2, 2024 12,779 $ 1,278 $ 151,359 $ 110 $ ( 184,694 ) $ ( 17,517 ) ( 3 ) $ ( 110 ) $ ( 49,574 )

Balance, May 3, 2025 22,065 $ 2,207 $ 241,824 $ 90 $ ( 226,707 ) $ ( 15,909 ) ( 3 ) $ ( 90 ) $ 1,415

See accompanying notes to these consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Thirty-nine Weeks Ended

2025 November 2,

Thirteen Weeks Ended

(in thousands)

4 unchanged sentences

Depreciation and amortization 6,666 8,230

Non-cash stock-based compensation expense 2,943 11,382

Asset impairment charges — 28,000

Other non-cash charges, net 3,353 1,922

Amortization of financing costs 3,339 716

Non-cash stock-based compensation expense (benefit), net ( 425 ) 1,746

Loss on extinguishment of debt — 1,039

Other non-cash (income) expense, net — ( 78 )

Changes in operating assets and liabilities:

Inventories ( 1,282 ) ( 21,565 )

Accounts receivable and other assets ( 2,137 ) ( 29,856 )

Prepaid expenses and other current assets ( 14,633 ) ( 14,086 )

Accounts receivable ( 4,434 ) 1,407

Prepaid expenses ( 1,393 ) ( 8,945 )

Income taxes payable, net of prepayments 2,787 690

Other non-current assets 222 ( 954 )

Accounts payable and other current liabilities ( 7,810 ) 9,424

9 unchanged sentences

Proceeds from rights offering

Purchase and retirement of common stock, including shares surrendered for tax withholdings and transaction costs ( 422 ) ( 566 )

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

Purchase and retirement of common stock ( 29 ) ( 84 )

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

Repayment of term loan — ( 50,000 )

Payment of debt issuance costs ( 713 ) —

Proceeds from short-term debt 42,301 —

Payment of stock issuance costs — ( 395 )

7 unchanged sentences

Cash paid for interest 5,416 5,142

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:

Purchases of property and equipment not yet paid 3,835 2,492

6 unchanged sentences

The Children’s Place, Inc.

and its subsidiaries (collectively, the “Company”) is one of the only pure-play children’s specialty retailer in North America with an omni-channel portfolio of brands and an industry-leading digital-first model.

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, 499 stores in North America, wholesale marketplaces, 227 international points of distribution in 12 countries through nine international franchise and wholesale partners and social media channels on Instagram, Facebook, X, formerly known as Twitter, YouTube and Pinterest.

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, 497 stores in North America, wholesale marketplaces, 329 international points of distribution in 13 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 its e-commerce sites.

8 unchanged sentences

Terms that are commonly used in the notes to the Company’s consolidated financial statements are defined as follows:

• Third Quarter 2025 — The thirteen weeks ended November 1, 2025

• Third Quarter 2024 — The thirteen weeks ended November 2, 2024

• Year-To-Date 2025 — The thirty-nine weeks ended November 1, 2025

• Year-To-Date 2024 — The thirty-nine weeks ended November 2, 2024

• First Quarter 2026 — The thirteen weeks ended May 2, 2026

• First Quarter 2025 — The thirteen weeks ended May 3, 2025

• 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

12 unchanged sentences

Intercompany balances and transactions have been eliminated.

As of November 1, 2025, February 1, 2025 and November 2, 2024, the Company did not have any investments in unconsolidated affiliates.

As of May 2, 2026, January 31, 2026 and May 3, 2025, 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.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all normal recurring adjustments necessary for a fair statement of the consolidated balance sheets of the Company as of May 2, 2026 and May 3, 2025, the results of its consolidated operations, consolidated comprehensive loss, and consolidated changes in stockholders’ equity (deficit) for the thirteen weeks ended May 2, 2026 and May 3, 2025, and consolidated cash flows for the thirteen weeks ended May 2, 2026 and May 3, 2025.

The consolidated balance sheet as of January 31, 2026 was derived from audited financial statements.

Due to the seasonal nature of the Company’s business, the results of operations for the thirteen weeks ended May 2, 2026 and May 3, 2025 are not necessarily indicative of operating results for a full fiscal year.

These consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

THE CHILDREN’S PLACE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In the opinion of management, the accompanying unaudited consolidated financial statements contain all normal recurring adjustments necessary for a fair statement of the consolidated balance sheets of the Company as of November 1, 2025 and November 2, 2024, the results of its consolidated operations, consolidated comprehensive income (loss), and consolidated changes in stockholders’ deficit for the thirteen and thirty-nine weeks ended November 1, 2025 and November 2, 2024, and consolidated cash flows for the thirty-nine weeks ended November 1, 2025 and November 2, 2024.

The consolidated balance sheet as of February 1, 2025 was derived from audited financial statements.

Due to the seasonal nature of the Company’s business, the results of operations for the thirteen and thirty-nine weeks ended November 1, 2025 and November 2, 2024 are not necessarily indicative of operating results for a full fiscal year.

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

4 unchanged sentences

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.

Significant Accounting Policy Updates

IEEPA Tariff Refund Claims

During the First Quarter 2026, the U.S.

Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were unlawful and thus deemed invalid.

During Fiscal 2025 and Fiscal 2026, the Company paid approximately $ 40 million in IEEPA tariffs, which the Company will seek to recover from the U.S.

Customs and Border Protection.

The Company has elected to apply the loss recovery guidance under FASB ASC 450 — Contingencies to account for the recognition of these claims.

Any future recovery of tariff refund claims will be recognized as a receivable when the claim becomes probable and will be reflected as a reduction of Cost of goods sold for inventory previously sold, or as a reduction of inventory for goods that remain unsold.

As of the end of the First Quarter 2026, no asset has been recognized for the recovery of tariff refund claims.

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 annual periods.

The Company adopted ASU 2023-07 on a retrospective basis and is effective for the Company’s Annual Report on Form 10-K for Fiscal 2024, and subsequent interim periods.

The adoption of ASU 2023-07 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.

1 unchanged sentence

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 the Company’s disclosures, but is not expected to have a material impact on its 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 the Company’s disclosures, but did not have a material impact on its consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

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

3 unchanged sentences

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.

4 unchanged sentences

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)

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

Thirteen Weeks Ended Thirty-nine Weeks Ended

2025 November 2,

2024 November 1,

2025 November 2,

Thirteen Weeks Ended

(in thousands)

10 unchanged sentences

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 $ 11.0 million, $ 3.2 million, and $ 9.3 million within Accrued expenses and other current liabilities as of November 1, 2025, February 1, 2025, and November 2, 2024, respectively, based upon estimated time of delivery, at which point control passes to the customer.

The Company deferred sales of $ 4.3 million, $ 6.3 million, and $ 7.6 million within Accrued expenses and other current liabilities as of May 2, 2026, January 31, 2026, and May 3, 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 $ 7.4 million, $ 8.7 million, and $ 14.1 million as of November 1, 2025, February 1, 2025, and November 2, 2024, respectively.

The allowance for wholesale revenue included within Accounts receivable was $ 8.6 million, $ 12.3 million, and $ 8.0 million as of May 2, 2026, January 31, 2026, and May 3, 2025, respectively.

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

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

The allowance for estimated sales returns, which is recorded in Accrued expenses and other current liabilities, was $ 1.7 million, $ 1.0 million, and $ 1.9 million as of November 1, 2025, February 1, 2025, and November 2, 2024, respectively.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company’s private label credit card is issued to customers for use exclusively at The Children’s Place and Gymboree stores in the U.S.

and online at www.childrensplace.com and www.gymboree.com, and credit is extended to such customers by a third-party financial institution on a non-recourse basis to the Company.

The allowance for estimated sales returns, which is recorded in Accrued expenses and other current liabilities, was $ 1.1 million, $ 0.7 million, and $ 1.2 million as of May 2, 2026, January 31, 2026, and May 3, 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.

3 unchanged sentences

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

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

6 unchanged sentences

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

The redemption cycle for coupons is 45 days.

On September 23, 2025, the Company launched a new loyalty program in which customers can now redeem their coupons over a 12 month period.

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 $ 8.1 million, $ 3.7 million, and $ 3.8 million as of November 1, 2025, February 1, 2025, and November 2, 2024, respectively.

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

The total contract liabilities related to this program were $ 13.1 million, $ 11.7 million, and $ 5.4 million as of May 2, 2026, January 31, 2026, and May 3, 2025, respectively.

During the First Quarter 2026 and First Quarter 2025, the Company recognized Net sales of $ 4.5 million and $ 3.7 million related to the points-based customer loyalty program balance that existed at January 31, 2026 and February 1, 2025, respectively.

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

3 unchanged sentences

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

The gift card liability balance as of November 1, 2025, February 1, 2025, and November 2, 2024 was $ 2.7 million, $ 4.8 million, and $ 4.5 million, respectively.

During the Third Quarter 2025 and the Third Quarter 2024, the Company recognized Net sales of $ 1.7 million and $ 1.9 million related to the gift card liability balance that existed at February 1, 2025 and February 3, 2024, respectively.

During Year-To-Date 2025 and Year-To-Date 2024, the Company recognized Net sales of $ 4.1 million and $ 4.7 million related to the gift card liability balance that existed at February 1, 2025 and February 3, 2024, respectively.

The gift card liability balance as of May 2, 2026, January 31, 2026, and May 3, 2025 was $ 2.9 million, $ 3.2 million, and $ 4.4 million, respectively.

During the First Quarter 2026 and the First Quarter 2025, the Company recognized Net sales of $ 1.1 million and $ 1.4 million related to the gift card liability balance that existed at January 31, 2026 and February 1, 2025, respectively.

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

4 unchanged sentences

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)

INTANGIBLE ASSETS

3 unchanged sentences

The Company’s intangible assets were as follows:

November 1, 2025

Useful Life Gross Amount Accumulated Amortization Net Amount

3 unchanged sentences

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

February 1, 2025

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

January 31, 2026

Useful Life Gross Amount Accumulated Amortization Net Amount

2 unchanged sentences

Indefinite $ 13,000 $ — $ 13,000

Crazy 8 tradename

5 years 4,000 ( 4,000 ) —

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

November 2, 2024

Useful Life Gross Amount Accumulated Amortization Net Amount

3 unchanged sentences

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

The Company did not identify any indicators of impairment in the Third Quarter 2025 and Year-To-Date 2025.

The Company recorded an impairment charge on the Gymboree tradename of $ 28.0 million during the Company’s second fiscal quarter of 2024, which reduced the carrying value to its fair value of $ 13.0 million.

The Company did not identify any indicators of impairment on the Gymboree tradename in the First Quarter 2026 and First Quarter 2025.

PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:

2025 February 1,

2025 November 2,

2026 January 31,

(in thousands)

9 unchanged sentences

Property and equipment, net $ 81,465 $ 81,658 $ 92,094

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 not record asset impairment charges in the Third Quarter 2025 and Year-To-Date 2025, and in the Third Quarter 2024 and Year-To-Date 2024.

Based on the results of the analyses performed, the Company did not record asset impairment charges in the First Quarter 2026 and First Quarter 2025.

The Company has operating leases for retail stores, corporate offices, distribution facilities, and certain equipment.

The Company’s leases have remaining lease terms ranging from less than one year up to twelve years , some of which include options to extend the leases for up to five years , and some of which include options to terminate the lease early.

The Company’s leases have remaining lease terms ranging from less than one year up to eleven years , some of which include options to extend the leases for up to five years , and some of which include options to terminate the lease early.

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

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.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following components of operating lease expense were recognized in the Company’s Consolidated Statements of Operations:

Thirteen Weeks Ended Thirty-nine Weeks Ended

November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

(in thousands)

1 unchanged sentence

Variable operating lease cost

5,099 5,281 15,180 19,224

Total operating lease cost $ 26,178 $ 26,958

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

Thirty-nine Weeks Ended

November 1, 2025 November 2, 2024

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

Weighted-average remaining lease term (years) 5.0 4.4

Weighted average discount rate 9.2 % 8.6 %

Cash paid for amounts included in the measurement of operating lease liabilities ($, in millions) 54.1 59.8

ROU assets obtained in exchange for new operating lease liabilities ($, in millions) 54.4 51.1

The maturities of operating lease liabilities were as follows:

November 1, 2025

Cash paid for amounts included in the measurement of operating lease liabilities ($, in thousands) 13,454 17,425

ROU assets obtained in exchange for new operating lease liabilities ($, in thousands) 70,673 23,088

As of May 2, 2026, the maturities of operating lease liabilities were as follows:

(in thousands)

4 unchanged sentences

Present value of operating lease liabilities $ 234,109

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.

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.

THE CHILDREN’S PLACE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

ABL Credit Facility

The Company and certain subsidiaries maintain the $ 433.0 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”), Bank of America, N.A., JPMorgan Chase Bank, N.A., Truist Bank, HSBC Bank (USA), N.A., and PNC Bank, National Association, as the lenders party thereto and Wells Fargo, as Administrative Agent, Collateral Agent, and Swing Line Lender.

The ABL Credit Facility will mature 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.

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 bear interest, at the Company’s option, at:

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

(ii) the Secured Overnight Financing Rate (“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 %.

1 unchanged sentence

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

The amount available for loans and letters of credit under the ABL Credit Facility 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.

For the Third Quarter 2025 and Year-To-Date 2025, the Company recognized $ 5.5 million and $ 15.7 million, respectively, in interest expense related to the ABL Credit Facility.

For the Third Quarter 2024 and Year-To-Date 2024, the Company recognized $ 7.1 million and $ 19.1 million, respectively, in interest expense related to the ABL Credit Facility.

As of April 18, 2024, 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, 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, and certain inventory, subject to certain reserves.

For the First Quarter 2026 and First Quarter 2025, the Company recognized $ 2.2 million and $ 4.8 million, respectively, in interest expense related to the ABL Credit Facility.

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.

2 unchanged sentences

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.

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 May 2, 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.

As of November 1, 2025, February 1, 2025, and November 2, 2024, unamortized deferred financing costs amounted to $ 2.2 million, $ 3.8 million, and $ 4.3 million, related to the Company’s ABL Credit Facility.

As of May 2, 2026, January 31, 2026, and May 3, 2025, unamortized deferred financing costs amounted to $ 5.3 million, $ 5.6 million, and $ 3.3 million, related to the Company’s ABL Credit Facility.

THE CHILDREN’S PLACE, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The tables below present the components of the Company’s ABL Credit Facility:

2025 February 1,

2025 November 2,

The table below presents the components of the Company’s ABL Credit Facility:

2026 January 31,

(in millions)

Total borrowing base availability

Borrowing base

$ 246.7 $ 234.2 $ 315.5

Credit facility availability (1)

Credit facility size

350.0 350.0 433.0

7 unchanged sentences

Interest rate at end of period 6.5 % 6.5 % 7.7 %

Average interest rate 6.6 % 7.6 % 7.7 %

Average end-of-day loan balance during the period $ 124.1 $ 248.7 $ 247.2

Highest end-of-day loan balance during the period $ 150.0 $ 302.7 $ 262.3

Average interest rate 7.7 % 8.7 % 9.0 %

____________________________________________

(1) Pursuant to the Company’s recent refinancing transactions, as of December 16, 2025, the credit facility availability will be subject to a new excess availability requirement.

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

Pursuant to the Company’s recent refinancing transactions, as of December 16, 2025, the maximum borrowing availability of the Company is the lower of the credit facility availability, net of the new excess availability requirement, and the total borrowing base availability.

(3) The sublimit availability for letters of credit was $ 6.8 million as of November 1, 2025, $ 9.0 million at February 1, 2025, and $ 12.8 million as of November 2, 2024.

On December 16, 2025, the Company completed the refinancing of its ABL Credit Facility with Wells Fargo by entering into an eighth amendment to its Credit Agreement (the “Eighth Amendment”).

Among other things, the Eighth Amendment (i) reduced the ABL Credit Facility to $ 350.0 million and Wells Fargo became the sole lender party thereto, (ii) increased the sublimit for standby and documentary letters of credit to $ 30.0 million, (iii) lowered the interest rates, (iv) reconfigured the collateral package for the ABL Credit Facility, and (v) implemented a new minimum excess availability covenant that limits the maximum amount of borrowings that the Company may make under the ABL Credit Facility.

At the same time, the Company and certain of its subsidiaries entered into a term loan agreement (the “SLR Loan Agreement”) with SLR Credit Solutions (“SLR”) for $ 100.0 million (the “SLR Term Loan”) and used the net proceeds to partially pay down its borrowings under the ABL Credit Facility.

Refer to “Note 14.

Subsequent Events” for further information.

Mithaq Term Loans

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

The Company and certain subsidiaries maintain an interest-free, unsecured and subordinated promissory note with Mithaq for a $ 78.6 million term loan (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 Loan 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 November 1, 2025.

For more information about the Rights Offering, refer to “Note 8.

Stockholders’ Deficit” below.

The Initial Mithaq Term Loan matures on February 15, 2027 and is guaranteed by each of the Company’s subsidiaries that guarantee 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 sublimit availability for letters of credit was $ 6.3 million as of May 2, 2026, $ 6.3 million as of January 31, 2026, and $ 6.8 million as of May 3, 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 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 CHILDREN’S PLACE, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 May 2, 2026.

For the First Quarter 2026, the Company recognized $ 2.3 million in interest expense related to the SLR Term Loan.

As of May 2, 2026, the interest rate was 8.9 %.

As of May 2, 2026, unamortized deferred financing costs amounted to $ 2.3 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 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 Fiscal 2025, $ 60.2 million under the Initial Mithaq Term Loan 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 May 2, 2026.

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 matures on April 16, 2027, and requires monthly payments equivalent to interest charged at the SOFR plus 4.000 % per annum, with the first year’s monthly payments to Mithaq deferred until April 30, 2025.

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 amendment was evaluated under FASB ASC 470 — Debt , and accounted for as a debt modification.

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

For the Third Quarter 2025 and Year-To-Date 2025, the Company recognized $ 1.9 million and $ 5.6 million, respectively, in interest-equivalent expense related to the New Mithaq Term Loan.

For the Third Quarter 2024 and Year-To-Date 2024, the Company recognized $ 2.1 million and $ 4.6 million, respectively, in interest-equivalent expense related to the New Mithaq Term Loan.

Pursuant to the Company’s recent refinancing transactions, the Mithaq Term Loans were amended to extend both of their maturity dates to April 16, 2031.

The New Mithaq Term Loan was also 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.

During the Third Quarter 2025 and Year-To-Date 2025, the Company paid $ 3.3 million and $ 6.6 million, respectively, 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 November 1, 2025, February 1, 2025, and November 2, 2024, interest-equivalent expense payable to Mithaq was $ 5.5 million, $ 6.5 million, and $ 4.6 million, respectively, which is recorded within Accrued expenses and other current liabilities.

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

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.

For the First Quarter 2026 and First Quarter 2025, the Company recognized $ 1.9 million in interest-equivalent expense related to the New Mithaq Term Loan.

As of May 2, 2026, the interest-equivalent rate was 7.8 %.

During the First Quarter 2026, the Company deferred all interest-equivalent payments to Mithaq, which is expected to be settled upon maturity of the New Mithaq Term Loan.

There were no interest-equivalent payments to Mithaq during the First Quarter 2025.

As of May 2, 2026, January 31, 2026, and May 3, 2025, interest-equivalent expense payable to Mithaq was $ 7.4 million, $ 5.6 million, and $ 8.4 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 recent refinancing transactions, the Mithaq Term Loans are also subordinated in payment priority to the obligations of the Company and its subsidiaries under the SLR Term Loan.

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.

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

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

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

As of November 1, 2025, February 1, 2025, and November 2, 2024, unamortized deferred financing costs amounted to $ 1.0 million, $ 2.6 million, and $ 2.9 million, respectively, related to the Mithaq Term Loans.

THE CHILDREN’S PLACE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

November 1, 2025

As of May 2, 2026, January 31, 2026, and May 3, 2025, unamortized deferred financing costs amounted to $ 3.4 million, $ 3.6 million, and $ 1.4 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:

(in thousands)

Remainder of 2026 $ —

Thereafter (1)

Total related party debt

____________________________________________

(1) Pursuant to the Company’s recent refinancing transactions, the Mithaq Term Loans were amended to extend both of their maturity dates to April 16, 2031.

Total principal debt payments

Mithaq Commitment Letter

On May 2, 2024, the Company entered into a commitment letter (the “Commitment Letter”) with Mithaq for a senior unsecured $ 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.

On September 4, 2025, the Company and Mithaq entered into an Amendment No.

2 to the Commitment Letter, that further extended the deadline for requesting advances until July 1, 2027.

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.

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 July 1, 2027.

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

Pursuant to the Company’s recent refinancing transactions, the Mithaq Credit Facility was further amended to extend the deadline for requesting advances until December 16, 2030, and the rate for any monthly payments for borrowings equivalent to interest charged was increased to the SOFR plus 9.000 % per annum.

Additionally, such debt shall require no mandatory prepayments and shall mature no earlier than December 16, 2030.

As of May 2, 2026, no debt had been incurred under the Mithaq Credit Facility.

Monetization of Income Tax Receivable Claim

On February 5, 2026, the Company entered into a Receivables Purchase Agreement (the “RPA”) with TRMEF Basis II LLC (“TRMEF”) to monetize its CARES Act income tax receivable claim 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 monetization of the Company’s income tax receivable claim was accounted for in accordance with FASB ASC 470 — Debt , and presented as Short-term debt.

As of May 2, 2026, the unamortized financing costs amounted to $ 3.0 million.

These costs are being amortized through the expected settlement date of the claim and recorded in Interest expense based on an effective interest rate of 18.0 %.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Monetization of IEEPA Tariff Refund Claims

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

Customs and Border Protection (“CBP”), related to those tariffs originally invoked under the International Emergency Economics Powers Act (“IEEPA”), 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 the approximately $ 40 million refund claims submitted to the CBP at a purchase rate of 67.2 %, for a total purchase price of $ 25.7 million.

The Company has received $ 5.5 million of these refunds from the CBP subsequent to the end of the First Quarter 2026 to date.

The monetization of the Company’s tariff refund claims was accounted for in accordance with FASB ASC 470 — Debt , and presented as Short-term debt.

As of May 2, 2026, the unamortized financing costs amounted to $ 10.5 million.

These costs are being amortized through the expected settlement date of the claim and recorded in Interest expense based on an effective interest rate of 153.1 %.

Refer to “Note 1.

Basis of Preparation” for the related accounting policy update on tariff refund claims.

COMMITMENTS AND CONTINGENCIES

18 unchanged sentences

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.

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

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

STOCKHOLDERS’ DEFICIT

Rights Offering

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

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

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

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

Upon the completion of the Rights Offering, the Company issued 9.2 million shares of Common stock for a total purchase price of $ 90.0 million.

Mithaq purchased 6.7 million shares of Common stock pursuant to the Rights Offering and currently owns and controls the voting power of 62 % of the Company’s outstanding shares of Common stock.

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

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.

STOCKHOLDERS’ EQUITY (DEFICIT)

Share Repurchase Program

3 unchanged sentences

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

Currently, pursuant to the terms of the Company’s Credit Agreement, 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 November 1, 2025, there was $ 156.1 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 May 2, 2026, there was $ 156.1 million remaining availability under the Share Repurchase Program.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

2 unchanged sentences

The following table summarizes the Company’s share repurchases:

Thirty-nine Weeks Ended

November 1, 2025 November 2, 2024

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

Shares Amount Shares Amount

3 unchanged sentences

9 $ 29 15 $ 84

Shares acquired and held in treasury — $ — 5 $ 66

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

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.

1 unchanged sentence

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

Currently, pursuant to the terms of the Company’s Credit Agreement, the Company has no current plans to pay regular cash dividends in Fiscal 2025.

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

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

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

Thirteen Weeks Ended Thirty-nine Weeks Ended

2025 November 2,

2024 November 1,

2025 November 2,

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

Thirteen Weeks Ended

(in thousands)

1 unchanged sentence

Performance Awards

( 13 ) ( 261 ) 958 9,272

Total stock-based compensation expense (1)

Total stock-based compensation expense (benefit) (1)

$ ( 425 ) $ 1,746

___________________________________________

(1) Stock-based compensation expense recorded within Cost of sales (exclusive of depreciation and amortization) was immaterial in all periods presented.

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

During 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 year 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.

The incremental expense recorded for Performance Awards during Year-To-Date 2024 due to the change of control was $ 9.9 million.

EARNINGS (LOSS) PER COMMON SHARE

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 prior periods presented by a factor of 1.002 .

(1) Stock-based compensation expense (benefit) recorded within Cost of sales (exclusive of depreciation and amortization) amounted to $( 0.2 ) million and $ 0.3 million in the First Quarter 2026 and First Quarter 2025, respectively.

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

THE CHILDREN’S PLACE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Thirteen Weeks Ended Thirty-nine Weeks Ended

2025 November 2,

2024 November 1,

2025 November 2,

LOSS PER COMMON SHARE

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

Thirteen Weeks Ended

(in thousands)

Net income (loss) $ ( 4,320 ) $ 20,080 $ ( 43,708 ) $ ( 49,829 )

Net loss $ ( 53,191 ) $ ( 34,023 )

Basic weighted average common shares outstanding 22,209 21,629

Dilutive effect of stock awards — 21 — —

Diluted weighted average common shares outstanding 22,209 21,629

Anti-dilutive shares excluded from diluted earnings (loss) per common share calculation 202 — 116 44

Anti-dilutive shares excluded from diluted loss per common share calculation 87 93

FAIR VALUE MEASUREMENT

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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 $ 18.4 million as of November 1, 2025, was approximately $ 15.6 million.

The fair value of the New Mithaq Term Loan with a carrying value (gross of debt issuance costs) of $ 90.0 million as of November 1, 2025, was approximately $ 83.9 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 as of May 2, 2026, was approximately $ 11.9 million.

The fair value of the New Mithaq Term Loan with a carrying value (gross of debt issuance costs) of $ 92.7 million as of May 2, 2026, was approximately $ 87.1 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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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 no t record an impairment charge in the Third Quarter 2025 and Year-To-Date 2025, and in the Third Quarter 2024 and Year-To-Date 2024.

The Company performed periodic quantitative impairment assessments of its store-related long-lived assets and did no t record an impairment charge in the First Quarter 2026 and First Quarter 2025.

Impairment of Indefinite-Lived Intangible Assets

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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 in the Third Quarter 2025 and Year-To-Date 2025.

During the Company’s second fiscal quarter of 2024, the Company recorded an impairment charge of $ 28.0 million, primarily due to reductions in Gymboree sales forecasts, which reduced the carrying value of its fair value to $ 13.0 million.

Based on this assessment, the Company did not identify any indicators of impairment in the First Quarter 2026 and First Quarter 2025.

THE CHILDREN’S PLACE, INC.

2 unchanged sentences

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

This method requires recognition of deferred tax assets and liabilities, measured by currently enacted rates, attributable to temporary differences between the financial statement and income tax basis of assets and liabilities.

The Company’s deferred tax assets and liabilities are comprised largely of differences relating to depreciation and amortization, rent expense, inventory, stock-based compensation, net operating loss carryforwards, tax credits, and various accruals and reserves.

The Company’s benefit for income taxes was $( 0.1 ) million during the Third Quarter 2025, compared to $( 0.9 ) million during the Third Quarter 2024.

The Company’s effective tax rate was 3.0 % in the Third Quarter 2025, compared to ( 4.7 )% in the Third Quarter 2024.

The change in the effective tax rate is primarily due to shifts in earnings mix and pretax loss during the Third Quarter 2025 compared to pretax income during the Third Quarter 2024.

The Company continues to adjust its valuation allowance based upon its ongoing operating results.

The Company’s provision for income taxes was $ 2.7 million during Year-To-Date 2025, compared to $ 2.3 million during Year-To-Date 2024.

The Company’s effective tax rate was ( 6.5 )% in Year-To-Date 2025, compared to ( 4.8 )% in Year-To-Date 2024.

The change in the effective tax rate is primarily due to the absence of the impairment charge related to the Gymboree tradename and a higher Year-To-Date 2024 pretax loss.

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

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

The Company’s provision for income taxes was $ 1.3 million during the First Quarter 2026 and the First Quarter 2025.

The Company’s effective tax rate was ( 2.5 )% in the First Quarter 2026, compared to ( 4.1 )% in the First Quarter 2025.

The change in the effective tax rate is primarily due to a higher pretax loss during the First Quarter 2026 compared to the First Quarter 2025.

The Company continues to adjust its valuation allowance based upon its ongoing operating results.

2 unchanged sentences

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

As of November 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 May 2, 2026, the remaining income tax receivable of $ 19.1 million is included within Prepaid expenses and other current assets on the Consolidated Balance Sheets.

During the First Quarter 2026, the Company entered into an agreement with TRMEF to monetize its income tax receivable claim.

Refer to “Note 6.

Debt” for more information.

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

The total amount of unrecognized tax benefits was $ 6.8 million, $ 6.5 million, and $ 6.9 million as of November 1, 2025, February 1, 2025, and November 2, 2024, respectively, and is included within long-term liabilities.

Additional interest expense recognized in the Third Quarter 2025 and Third Quarter 2024, and during Year-To-Date 2025 and Year-To-Date 2024, related to unrecognized tax benefits was not significant.

The total amount of unrecognized tax benefits was $ 5.0 million, $ 4.9 million, and $ 6.6 million as of May 2, 2026, January 31, 2026, and May 3, 2025, respectively, and is included within Long-term liabilities.

Additional interest expense recognized in the First Quarter 2026 and First Quarter 2025 related to unrecognized tax benefits was not significant.

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

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

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 does not have a material impact on its estimated annual effective tax rate and financial statements as of the Third Quarter 2025.

The Company is evaluating the effects of the legislation that will begin to apply in fiscal year 2026.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEGMENT INFORMATION

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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 during Year-To-Date 2025, with net sales amounting to $ 30.7 million for the Third Quarter 2025 and $ 105.3 million for Year-To-Date 2025, and $ 57.3 million and $ 118.3 million for the Third Quarter 2024 and Year-To-Date 2024, respectively.

The customer also accounts for a majority of the Company’s accounts receivable, amounting to $ 26.0 million, $ 31.6 million, and $ 45.1 million as of November 1, 2025, February 1, 2025, and November 2, 2024.

Net sales to external customers are derived from merchandise sales, and the Company has no customer that individually accounted for more than 10% of its Net sales during the First Quarter 2026.

The Company had one U.S.

wholesale customer that individually accounted for more than 10% of its Net sales during the First Quarter 2025, with net sales amounting to $ 32.2 million.

The customer also accounted for a majority of the Company’s accounts receivable, amounting to $ 25.2 million, as of May 3, 2025.

Store Count by Segment

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

As of May 2, 2026, The Children’s Place U.S.

had 442 stores and The Children’s Place International had 55 stores.

As of November 2, 2024, The Children’s Place U.S.

As of May 3, 2025, The Children’s Place U.S.

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

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

Thirteen Weeks Ended November 1, 2025

The Children’s Place U.S.

The Children’s Place International (1)

(in thousands)

Net sales $ 307,399 $ 32,067 $ 339,466

Cost of sales (2)

199,128 28,034 227,162

Selling, general, and administrative expenses (3)

99,286 9,349 108,635

Segment operating income (loss) $ 8,985 $ ( 5,316 ) $ 3,669

Segment operating income (loss) as a percentage of net sales 2.9 % ( 16.6 )% 1.1 %

Thirty-nine Weeks Ended November 1, 2025

The Children’s Place U.S.

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

Thirteen Weeks Ended May 2, 2026

The Children’s

The Children’s Place International (1)

(in thousands)

Net sales $ 195,291 $ 19,934 $ 215,225

Cost of sales (2)

Cost of sales (exclusive of depreciation and amortization) (2)

142,031 19,843 161,874

1 unchanged sentence

81,054 7,810 88,864

Depreciation and amortization 6,248 418 6,666

Segment operating loss $ ( 34,042 ) $ ( 8,137 ) $ ( 42,179 )

Segment operating loss as a percentage of net sales ( 17.4 ) % ( 40.8 ) % ( 19.6 ) %

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Thirteen Weeks Ended November 2, 2024

The Children’s Place U.S.

The Children’s Place International (1)

(in thousands)

Net sales $ 356,163 $ 34,010 $ 390,173

Cost of sales (2)

228,680 23,152 251,832

Selling, general, and administrative expenses (3)

99,363 9,720 109,083

Segment operating income $ 28,120 $ 1,138 $ 29,258

Segment operating income as a percentage of net sales 7.9 % 3.3 % 7.5 %

Thirty-nine Weeks Ended November 2, 2024

The Children’s Place U.S.

Thirteen Weeks Ended May 3, 2025

The Children’s

The Children’s Place International (1)

(in thousands)

Net sales $ 221,767 $ 20,358 $ 242,125

Cost of sales (2)

Cost of sales (exclusive of depreciation and amortization) (2)

153,986 17,356 171,342

1 unchanged sentence

79,840 6,830 86,670

Other segment expenses (4)

28,000 — 28,000

Depreciation and amortization 7,656 574 8,230

Segment operating loss $ ( 19,715 ) $ ( 4,402 ) $ ( 24,117 )

Segment operating income loss as a percentage of net sales ( 1.7 )% ( 6.0 )% ( 2.1 )%

Segment operating loss as a percentage of net sales ( 8.9 )% ( 21.6 )% ( 10.0 )%

___________________________________________

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(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.

(4) Other segment expenses include asset impairment charges.

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

Thirteen Weeks Ended Thirty-nine Weeks Ended

2025 November 2,

2024 November 1,

2025 November 2,

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Thirteen Weeks Ended

(in thousands)

Total segment operating income (loss) $ 3,669 $ 29,258 $ ( 16,342 ) $ ( 20,506 )

Total segment operating loss $ ( 42,179 ) $ ( 24,117 )

Related party interest expense ( 1,942 ) ( 1,871 )

1 unchanged sentence

Interest income 8 10

Income (loss) before provision (benefit) for income taxes $ ( 4,452 ) $ 19,180 $ ( 41,043 ) $ ( 47,536 )

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Loss before provision for income taxes $ ( 51,869 ) $ ( 32,679 )

Additional Segment Data

Thirteen Weeks Ended Thirty-nine Weeks Ended

2025 November 2,

2024 November 1,

2025 November 2,

Thirteen Weeks Ended

(in thousands)

Depreciation and amortization:

The Children’s Place U.S.

$ 6,870 $ 8,613 $ 21,551 $ 27,102

The Children’s Place International 464 653 1,583 3,304

Total depreciation and amortization $ 7,334 $ 9,266 $ 23,134 $ 30,406

Capital expenditures:

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Total capital expenditures $ 8,034 $ 3,413

2025 February 1,

2025 November 2,

2026 January 31,

(in thousands)

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(1) The Company’s long-lived assets are comprised of net Property and equipment, ROU assets, Tradenames, and Other assets, and are recorded in the long-term assets section of the consolidated balance sheets.

SUBSEQUENT EVENTS

On December 16, 2025, the Company completed the refinancing of its ABL Credit Facility with Wells Fargo by entering into an Eighth Amendment to its Credit Agreement.

Also on December 16, 2025, the Company and certain of its subsidiaries entered into the SLR Loan Agreement with SLR for a $ 100.0 million SLR Term Loan.

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

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 also imposes a more restrictive excess availability requirement that further limits the Company’s maximum borrowing availability under the ABL Credit Facility.

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

Pursuant to the refinancing transactions described above, the Mithaq Term Loans were amended to extend both of their maturity dates to April 16, 2031.

Separately, the Mithaq Credit Facility was further amended to (i) extend the Company’s deadline for requesting advances until December 16, 2030, and (ii) increase the rate for any monthly payments for borrowings equivalent to interest charged to the SOFR plus 9.000 % per annum.

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-Q

Item 1. Financial Statements