What changed in this filing

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Item 1. Financial Statements

2026-09-14 compared with 2026-06-12 · 273 added, 163 removed, 555 unchanged (44% of the section changed)

4 unchanged sentences

2026 January 31,

2026 August 2,

(in thousands, except par value)

11 unchanged sentences

Total assets $ 742,307 $ 670,299 $ 805,097

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

14 unchanged sentences

Commitments and contingencies (see Note 7)

Stockholders’ equity (deficit):

Stockholders’ deficit:

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

9 unchanged sentences

Accumulated deficit ( 365,089 ) ( 280,947 ) ( 232,072 )

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

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

Total stockholders’ deficit ( 138,972 ) ( 54,183 ) ( 4,867 )

Total liabilities and stockholders’ deficit $ 742,307 $ 670,299 $ 805,097

See accompanying notes to these consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

Thirteen Weeks Ended

Thirteen Weeks Ended Twenty-six Weeks Ended

2026 August 2,

2025 August 1,

2026 August 2,

(in thousands, except loss per common share)

4 unchanged sentences

Depreciation and amortization 6,254 7,570 12,920 15,800

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

Operating income (loss) ( 13,037 ) 4,106 ( 55,217 ) ( 20,011 )

Related party interest expense ( 2,099 ) ( 1,868 ) ( 4,041 ) ( 3,740 )

1 unchanged sentence

Interest income 40 17 48 27

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

Provision for income taxes 1,322 1,344

Loss before provision (benefit) for income taxes ( 31,289 ) ( 3,912 ) ( 83,158 ) ( 36,591 )

Provision (benefit) for income taxes ( 338 ) 1,453 984 2,797

Net loss $ ( 30,951 ) $ ( 5,365 ) $ ( 84,142 ) $ ( 39,388 )

9 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Thirteen Weeks Ended

Thirteen Weeks Ended Twenty-six Weeks Ended

2026 August 2,

2025 August 1,

2026 August 2,

(in thousands)

Net loss $ ( 30,951 ) $ ( 5,365 ) $ ( 84,142 ) $ ( 39,388 )

Other comprehensive income:

Other comprehensive income (loss):

Foreign currency translation adjustment ( 732 ) ( 1,510 ) ( 137 ) 2,072

3 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Thirteen Weeks Ended May 2, 2026

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Thirteen Weeks Ended August 1, 2026

Additional Other Total

1 unchanged sentence

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

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

Vesting of stock awards 7 1 ( 1 ) — — — — — —

Stock-based compensation benefit — — ( 52 ) — — — — — ( 52 )

Purchase and retirement of common stock ( 1 ) — ( 4 ) — — — — — ( 4 )

Other comprehensive loss — — — — — ( 732 ) — — ( 732 )

Net loss — — — — ( 30,951 ) — — — ( 30,951 )

Balance, August 1, 2026 22,240 $ 2,224 $ 242,201 $ 68 $ ( 365,089 ) $ ( 18,308 ) ( 2 ) $ ( 68 ) $ ( 138,972 )

Twenty-six Weeks Ended August 1, 2026

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

2 unchanged sentences

Purchase and retirement of common stock ( 10 ) ( 1 ) ( 32 ) — — — — — ( 33 )

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

Other comprehensive loss — — — — — ( 137 ) — — ( 137 )

Net loss — — — — ( 84,142 ) — — — ( 84,142 )

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

Balance, August 1, 2026 22,240 $ 2,224 $ 242,201 $ 68 $ ( 365,089 ) $ ( 18,308 ) ( 2 ) $ ( 68 ) $ ( 138,972 )

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 August 2, 2025

Accumulated Total

2 unchanged sentences

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

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

Vesting of stock awards 162 16 ( 16 ) — — — — — —

Stock-based compensation expense — — 931 — — — — — 931

Purchase and retirement of common stock ( 56 ) ( 6 ) ( 332 ) — — — — — ( 338 )

Other comprehensive loss — — — — — ( 1,510 ) — — ( 1,510 )

Net loss — — — — ( 5,365 ) — — — ( 5,365 )

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

Twenty-six Weeks Ended August 2, 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, February 1, 2025 12,785 $ 1,279 $ 151,485 $ 90 $ ( 192,684 ) $ ( 19,491 ) ( 3 ) $ ( 90 ) $ ( 59,411 )

6 unchanged sentences

Net loss — — — — ( 39,388 ) — — — ( 39,388 )

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

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

See accompanying notes to these consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Thirteen Weeks Ended

Twenty-six Weeks Ended

2026 August 2,

(in thousands)

7 unchanged sentences

Loss on extinguishment of debt — 1,039

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

Other non-cash charges, net — 1,218

Changes in operating assets and liabilities:

16 unchanged sentences

Purchase and retirement of common stock ( 33 ) ( 422 )

Proceeds from issuance of related party term loan 15,000 —

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

1 unchanged sentence

Proceeds from short-term debt 42,301 —

Repayment of short-term debt ( 37,175 ) —

Payment of stock issuance costs — ( 395 )

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents ( 698 ) 2,976

Net increase (decrease) in cash and cash equivalents ( 708 ) 347

Net increase in cash and cash equivalents 1,687 2,451

Cash and cash equivalents, beginning of period 5,489 5,347

13 unchanged sentences

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” and “Gymboree”.

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.

Its global retail and wholesale network includes two digital storefronts, 514 stores in North America, wholesale marketplaces, 323 international points of distribution in 13 countries through ten 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:

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

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

• Second Quarter 2026 — The thirteen weeks ended August 1, 2026

• Second Quarter 2025 — The thirteen weeks ended August 2, 2025

• Year-To-Date 2026 — The twenty-six weeks ended August 1, 2026

• Year-To-Date 2025 — The twenty-six weeks ended August 2, 2025

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

14 unchanged sentences

Intercompany balances and transactions have been eliminated.

As of May 2, 2026, January 31, 2026 and May 3, 2025, the Company did not have any investments in unconsolidated affiliates.

As of August 1, 2026, January 31, 2026 and August 2, 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 August 1, 2026 and August 2, 2025, the results of its consolidated operations, consolidated comprehensive loss, and consolidated changes in stockholders’ deficit for the thirteen and twenty-six weeks ended August 1, 2026 and August 2, 2025, and consolidated cash flows for the twenty-six weeks ended August 1, 2026 and August 2, 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 and twenty-six weeks ended August 1, 2026 and August 2, 2025 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.

6 unchanged sentences

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.

During the first quarter of 2026, the U.S.

Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act of 1977 (“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 has mostly recovered 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.

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 sales for inventory previously sold, or as a reduction of inventory for goods that remain unsold.

During the Second Quarter 2026, the Company received tariff refunds amounting to approximately $ 39 million (excluding interest) which was recorded as a reduction of Cost of sales for inventory previously sold.

No asset has been recognized as of the end of the Second Quarter 2026 for any future recovery of tariff refund claims.

Refer to “Note 6.

Debt” for more information.

Recent Accounting Standards Updates

Accounting Pronouncement Recently Adopted

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

2023-09 “Income Taxes (Topic 740):

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

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

Thirteen Weeks Ended Twenty-six Weeks Ended

2026 August 2,

2025 August 1,

2026 August 2,

(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 $ 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.

The Company deferred sales of $ 8.6 million, $ 6.3 million, and $ 10.6 million within Accrued expenses and other current liabilities as of August 1, 2026, January 31, 2026, and August 2, 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 $ 8.6 million, $ 12.3 million, and $ 8.0 million as of May 2, 2026, January 31, 2026, and May 3, 2025, respectively.

The allowance for wholesale revenue included within Accounts receivable was $ 6.7 million, $ 12.3 million, and $ 6.9 million as of August 1, 2026, January 31, 2026, and August 2, 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 $ 1.1 million, $ 0.7 million, and $ 1.2 million as of May 2, 2026, January 31, 2026, and May 3, 2025, respectively.

The allowance for estimated sales returns, which is recorded in Accrued expenses and other current liabilities, was $ 1.5 million, $ 0.7 million, and $ 2.0 million as of August 1, 2026, January 31, 2026, and August 2, 2025, 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 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.

4 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.

9 unchanged sentences

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 $ 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 total contract liabilities related to this program were $ 16.8 million, $ 11.7 million, and $ 6.0 million as of August 1, 2026, January 31, 2026, and August 2, 2025, respectively.

During the Second Quarter 2026 and Second Quarter 2025, the Company recognized Net sales of $ 6.3 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.

During Year-To-Date 2026 and Year-To-Date 2025, the Company recognized Net sales of $ 10.8 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 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 gift card liability balance as of August 1, 2026, January 31, 2026, and August 2, 2025 was $ 2.8 million, $ 3.2 million, and $ 4.3 million, respectively.

During the Second Quarter 2026 and the Second Quarter 2025, the Company recognized Net sales of $ 0.7 million and $ 0.9 million related to the gift card liability balance that existed at January 31, 2026 and February 1, 2025, respectively.

During the Year-To-Date 2026 and the Year-To-Date 2025, the Company recognized Net sales of $ 1.8 million and $ 2.3 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:

August 1, 2026

Useful Life Gross Amount Accumulated Amortization Net Amount

3 unchanged sentences

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

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

January 31, 2026

4 unchanged sentences

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

August 2, 2025

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 on the Gymboree tradename in the First Quarter 2026 and First Quarter 2025.

The Company did not identify any indicators of impairment on the Gymboree tradename in the Second Quarter 2026 and Year-To-Date 2026, and in the Second Quarter 2025 and Year-To-Date 2025.

PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:

2026 January 31,

August 1, 2026 January 31,

2026 August 2, 2025

(in thousands)

10 unchanged sentences

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 First Quarter 2026 and First Quarter 2025.

Based on the results of the analyses performed, the Company did not record asset impairment charges in the Second Quarter 2026 and Year-To-Date 2026, and in the Second Quarter 2025 and Year-To-Date 2025.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

2 unchanged sentences

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

May 2, 2026 May 3, 2025

Thirteen Weeks Ended Twenty-six Weeks Ended

August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025

(in thousands)

1 unchanged sentence

Variable operating lease cost

4,796 4,322 11,152 10,081

Total operating lease cost $ 27,680 $ 25,665 $ 53,856 $ 52,623

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:

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

The following table presents key information related to the Company’s operating leases, including weighted-average remaining lease term and discount rate, cash paid for operating lease liabilities, and right-of-use (“ROU”) assets obtained in exchange for new operating lease liabilities:

Twenty-six Weeks Ended

August 1, 2026 August 2, 2025

Weighted-average remaining lease term (years) 5.0 4.4

2 unchanged sentences

ROU assets obtained in exchange for new operating lease liabilities ($, in thousands) 78,361 27,317

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

As of August 1, 2026, the maturities of operating lease liabilities were as follows:

August 1, 2026

(in thousands)

4 unchanged sentences

Present value of operating lease liabilities $ 224,021

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

ABL Credit Facility

2 unchanged sentences

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.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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:

5 unchanged sentences

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.

For the Second Quarter 2026 and Second Quarter 2025, the Company recognized $ 2.6 million and $ 5.4 million, respectively, in interest expense related to the ABL Credit Facility.

During the Year-To-Date 2026 and the Year-To-Date 2025, the Company recognized $ 4.8 million and $ 10.2 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.

6 unchanged sentences

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 Company was in compliance with this excess availability requirement as of August 1, 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 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.

As of August 1, 2026, January 31, 2026, and August 2, 2025, unamortized deferred financing costs amounted to $ 5.0 million, $ 5.6 million, and $ 2.7 million, related to the ABL Credit Facility.

THE CHILDREN’S PLACE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The table below presents the components of the ABL Credit Facility:

2026 January 31,

2026 August 2,

(in millions)

17 unchanged sentences

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.

(2) The sublimit availability for letters of credit was $ 8.5 million as of August 1, 2026, $ 6.3 million as of January 31, 2026, and $ 6.8 million as of August 2, 2025.

SLR Term Loan

4 unchanged sentences

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 guaranteed by each of the Company’s subsidiaries that guarantees the 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.

5 unchanged sentences

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

The Company was in compliance with this excess availability requirement as of August 1, 2026.

For the Second Quarter 2026 and Year-To-Date 2026, the Company recognized $ 2.4 million and $ 4.6 million in interest expense related to the SLR Term Loan.

As of August 1, 2026, the interest rate was 10.1 %.

As of August 1, 2026 and January 31, 2026, unamortized deferred financing costs amounted to $ 2.3 million and $ 2.4 million, respectively, related to the SLR Term Loan.

Initial 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 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.

The Company and certain subsidiaries maintain an interest-free, unsecured and subordinated promissory note with Mithaq (the “First 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 First 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 First Mithaq Term Loan as of August 1, 2026.

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

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

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

The Second 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.

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.

1 to the Second 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 Second Mithaq Term Loan is guaranteed by each of the Company’s subsidiaries that guarantees the ABL Credit Facility and the SLR Term Loan.

Pursuant to the Company’s refinancing transactions on December 16, 2025, the Second 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 Initial 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 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.

For the Second Quarter 2026 and Second Quarter 2025, the Company recognized $ 1.8 million and $ 1.9 million, respectively, in interest-equivalent expense related to the Second Mithaq Term Loan.

During the Year-To-Date 2026 and the Year-To-Date 2025, the Company recognized $ 3.5 million and $ 3.7 million, respectively, in interest expense related to the Second Mithaq Term Loan.

As of August 1, 2026, the interest-equivalent rate was 7.6 %.

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

During the Second Quarter 2025, the Company paid $ 3.3 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 were accounted for in accordance with FASB ASC 610 — Other income , and presented on a net basis within Related party interest expense.

As of August 1, 2026, January 31, 2026, and August 2, 2025, interest-equivalent expense payable to Mithaq was $ 9.1 million, $ 5.6 million, and $ 7.0 million, respectively.

As the payments due as of August 1, 2026 are not expected to be settled within 12 months due to payment condition restrictions within the Credit Agreement, the amounts payable are recorded within Other long-term liabilities.

The Initial 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 Initial Mithaq Term Loans are subordinated in payment priority to the obligations of the Company and its subsidiaries under the Credit Agreement.

THE CHILDREN’S PLACE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 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 $ —

Total principal debt payments

Pursuant to the Company’s refinancing transactions in December 2025, the Initial 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 Initial Mithaq Term Loans are prepayable at any time and from time to time without penalty and do not require any mandatory prepayments.

The Initial 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 Initial 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 Initial 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 Initial 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 Initial Mithaq Term Loans.

As of August 1, 2026, January 31, 2026, and August 2, 2025, unamortized deferred financing costs amounted to $ 3.2 million, $ 3.6 million, and $ 1.2 million, respectively, related to the Initial Mithaq Term Loans.

Mithaq Commitment Letter

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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.

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

Similar to the Initial 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 May 2, 2026, no debt had been incurred under the Mithaq Credit Facility.

On July 1, 2026, the Company and certain of its subsidiaries entered into a Shariah compliant, unsecured and subordinated promissory note with Mithaq for a $ 15.0 million term loan (the “Third Mithaq Term Loan”;

and collectively with the Initial Mithaq Term Loans, the “Mithaq Term Loans”), as the first advance under the Company’s $ 40.0 million Mithaq Credit Facility.

The net proceeds from the Third Mithaq Term Loan were received by the Company on July 1, 2026 and used to partially pay down its borrowings under the ABL Credit Facility, to reduce a portion of its accounts payable balances with vendors, and for other working capital purposes.

As of August 1, 2026, the Company’s remaining availability under the Mithaq Credit Facility was $ 25.0 million.

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

Similar to the Second Mithaq Term Loan, the Third Mithaq Term Loan requires monthly payments equivalent to interest charged at the SOFR per annum plus 9.000 %, with such payments subject to deferral by the Company upon written notice to Mithaq.

For the Second Quarter 2026 and Year-To-Date 2026, the Company recognized $ 0.2 million in interest expense related to the Third Mithaq Term Loan.

As of August 1, 2026, the interest-equivalent rate was 12.6 %.

In addition, similar to the Initial Mithaq Term Loans, the Third Mithaq Term Loan is subject to the Mithaq Subordination Agreement, pursuant to which the Third Mithaq Term Loan is also subordinated in payment priority to the obligations of the Company and its subsidiaries under the Credit Agreement and the SLR Loan Agreement.

Subject to such subordination terms, the Third Mithaq Term Loan is also prepayable at any time and from time to time without penalty and does not require any mandatory prepayments.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Similar to the Initial Mithaq Term Loans, the Third Mithaq Term Loan also 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 Third Mithaq Term Loan, however, does not provide for any closing, prepayment or exit fees, or other fees typical for transactions of this nature, does not impose additional reserves on borrowings under the Credit Agreement, and does not contain certain other restrictive covenants.

Similar to the Initial Mithaq Term Loans, the Third Mithaq Term Loan also 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 Third Mithaq 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 Third Mithaq Term Loan.

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

August 1, 2026

(in thousands)

Remainder of 2026 $ —

Total principal debt payments

Monetization of Income Tax Receivable Claim

4 unchanged sentences

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.

As of August 1, 2026, the unamortized financing costs amounted to $ 2.2 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.

Customs and Border Protection (“CBP”), 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 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 %.

During the Second Quarter 2026, the Company received tariff refunds amounting to approximately $ 39 million (excluding interest), the majority of which was remitted to Alnus which reduced the Short-term debt outstanding.

As of August 1, 2026, the unamortized financing costs amounted to $ 0.6 million.

These costs are being amortized through the expected settlement date of the claim and recorded in Interest expense.

Refer to “Note 1.

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

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

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 late fiscal 2026.

The plaintiffs then filed a Motion for Class Certification on September 1, 2026.

The Company’s opposition will be due by October 27, 2026.

Prior to filing the opposition, the Company will take the depositions of plaintiffs’ class certification experts by the end of September 2026.

Discovery relating to the Motion for Class Certification is anticipated to be conducted through the end of 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.

STOCKHOLDERS’ EQUITY (DEFICIT)

STOCKHOLDERS’ DEFICIT

Share Repurchase Program

4 unchanged sentences

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)

As of August 1, 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.

1 unchanged sentence

The Company also acquires shares of its common stock in conjunction with liabilities owed under the Company’s deferred compensation plan, which are held in treasury.

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the Company’s share repurchases:

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

Twenty-six Weeks Ended

August 1, 2026 August 2, 2025

Shares Amount Shares Amount

11 unchanged sentences

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

Thirteen Weeks Ended

Thirteen Weeks Ended Twenty-six Weeks Ended

2026 August 2,

2025 August 1,

2026 August 2,

(in thousands)

1 unchanged sentence

Performance Awards

— 464 ( 521 ) 971

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

1 unchanged sentence

___________________________________________

(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.

(1) Stock-based compensation expense (benefit) recorded within Cost of sales (exclusive of depreciation and amortization) amounted to $ 0.2 million in the Second Quarter 2025, and $( 0.2 ) million and $ 0.4 million in Year-To-Date 2026 and Year-To-Date 2025, respectively.

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

4 unchanged sentences

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

Thirteen Weeks Ended

Thirteen Weeks Ended Twenty-six Weeks Ended

2026 August 2,

2025 August 1,

2026 August 2,

(in thousands)

8 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 $ 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 First Mithaq Term Loan with a carrying value (gross of debt issuance costs) of $ 18.4 million as of August 1, 2026, was $ 12.1 million.

The fair value of the Second Mithaq Term Loan with a carrying value (gross of debt issuance costs) of $ 92.7 million as of August 1, 2026, was $ 87.4 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.

7 unchanged sentences

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 store-related long-lived assets and did no t record an impairment charge in the First Quarter 2026 and First Quarter 2025.

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

Impairment of Indefinite-Lived Intangible Assets

2 unchanged sentences

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 First Quarter 2026 and First Quarter 2025.

Based on this assessment, the Company did not identify any indicators of impairment in the Second Quarter 2026 and Year-To-Date 2026, and in the Second Quarter 2025 and Year-To-Date 2025.

THE CHILDREN’S PLACE, INC.

4 unchanged sentences

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’s benefit for income taxes was $( 0.3 ) million during the Second Quarter 2026, compared to a provision of $ 1.5 million during the Second Quarter 2025.

The Company’s effective tax rate was a benefit of 1.1 % in the Second Quarter 2026, compared to a provision of ( 37.1 )% in the Second Quarter 2025.

The change in the effective tax rate was due to a combination of a higher pretax loss during the Second Quarter 2026 compared to the Second Quarter 2025, and changes in the Company’s forecasted earnings mix.

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

The Company’s provision for income taxes was $ 1.0 million during the Year-To-Date 2026, compared to $ 2.8 million during the Year-To-Date 2025.

The Company’s effective tax rate was a provision of ( 1.2 )% in the Year-To-Date 2026, compared to ( 7.6 )% in the Year-To-Date 2025.

The change in the effective tax rate was due to a combination of a higher pretax loss during the Year-To-Date 2026 compared to the Year-To-Date 2025, and changes in the Company’s forecasted earnings mix.

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

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

1 unchanged sentence

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

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.

As of August 1, 2026, January 31, 2026, and August 2, 2025, 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 of 2026, the Company entered into an agreement with TRMEF to monetize its income tax receivable claim.

Refer to “Note 6.

1 unchanged sentence

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 $ 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 total amount of unrecognized tax benefits was $ 5.1 million, $ 4.9 million, and $ 6.7 million as of August 1, 2026, January 31, 2026, and August 2, 2025, respectively, and is included within Long-term liabilities.

Additional interest expense recognized in the Second Quarter 2026 and Second Quarter 2025, and Year-To-Date 2026 and Year-To-Date 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.

10 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 Chief Executive Officer is the CODM.

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

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

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

The Company reports segment data based on geography:

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The Children’s Place U.S.

10 unchanged sentences

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 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.

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 $ 25.1 million for the Second Quarter 2026, and $ 42.3 million and $ 74.5 million for the Second Quarter 2025 and Year-To-Date 2025, respectively.

The customer also accounted for a majority of the Company’s accounts receivable, amounting to $ 19.2 million, $ 13.7 million, and $ 31.8 million as of August 1, 2026, January 31, 2026, and August 2, 2025.

Store Count by Segment

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

As of August 1, 2026, The Children’s Place U.S.

had 458 stores and The Children’s Place International had 56 stores.

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

As of August 2, 2025, The Children’s Place U.S.

had 437 stores and The Children’s Place International had 57 stores.

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

Thirteen Weeks Ended August 1, 2026

The Children’s

8 unchanged sentences

Segment operating loss as a percentage of net sales ( 3.5 ) % ( 25.0 ) % ( 5.4 ) %

Thirteen Weeks Ended May 3, 2025

Twenty-six Weeks Ended August 1, 2026

The Children’s

8 unchanged sentences

Segment operating loss as a percentage of net sales ( 10.0 ) % ( 32.6 ) % ( 12.1 ) %

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Thirteen Weeks Ended August 2, 2025

The Children’s

The Children’s Place International (1)

Net sales $ 273,187 $ 24,819 $ 298,006

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

178,614 18,120 196,734

Selling, general, and administrative expenses (3)

81,264 8,332 89,596

Depreciation and amortization 7,025 545 7,570

Segment operating income (loss) $ 6,284 $ ( 2,178 ) $ 4,106

Segment operating income (loss) as a percentage of net sales 2.3 % ( 8.8 )% 1.4 %

Twenty-six Weeks Ended August 2, 2025

The Children’s

The Children’s Place International (1)

Net sales $ 494,954 $ 45,177 $ 540,131

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

332,600 35,476 368,076

Selling, general, and administrative expenses (3)

161,104 15,162 176,266

Depreciation and amortization 14,681 1,119 15,800

Segment operating loss $ ( 13,431 ) $ ( 6,580 ) $ ( 20,011 )

Segment operating loss as a percentage of net sales ( 2.7 )% ( 14.6 )% ( 3.7 )%

__________________________________________

(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.

1 unchanged sentence

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

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

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

Thirteen Weeks Ended Twenty-six Weeks Ended

2026 August 2,

2025 August 1,

2026 August 2,

(in thousands)

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

Total segment operating income (loss) $ ( 13,037 ) $ 4,106 $ ( 55,217 ) $ ( 20,011 )

Related party interest expense ( 2,099 ) ( 1,868 ) ( 4,041 ) ( 3,740 )

1 unchanged sentence

Interest income 40 17 48 27

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

Loss before provision (benefit) for income taxes $ ( 31,289 ) $ ( 3,912 ) $ ( 83,158 ) $ ( 36,591 )

THE CHILDREN’S PLACE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Additional Segment Data

Thirteen Weeks Ended

Thirteen Weeks Ended Twenty-six Weeks Ended

2026 August 2,

2025 August 1,

2026 August 2,

(in thousands)

5 unchanged sentences

2026 January 31,

2026 August 2,

(in thousands)

13 unchanged sentences

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