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  4. [8-K/A] Childrens Place, Inc. Amends Material Event Report

Children’s Place (NASDAQ: PLCE) sets $525,000 separation for Kim Roy

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

The Children’s Place, Inc. entered into a Separation and Release Agreement with board member Kim Roy on July 23, 2026, following her transition from Executive Director and employee on July 6, 2026. The agreement provides a $525,000 separation payment, potential eligibility for a fiscal 2026 bonus if other senior executives are evaluated for bonuses, and Ms. Roy’s release of claims.

Ms. Roy waived rights to her outstanding restricted stock units, cash-based long-term incentive awards, and certain other compensation and benefits under her February 18, 2026 employment offer. While she continues as a non-employee director, she will receive compensation consistent with other non-employee board members. The company also highlights risks that could affect future results, including funding operations and indebtedness, tariffs, competition, supply chain disruptions, cost pressures, litigation, and the presence of a controlling stockholder.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Separation payment $525,000 Aggregate separation payment to Kim Roy under the Separation and Release Agreement
Separation effective date from executive role July 6, 2026 Date Kim Roy ceased serving as Executive Director and employee
Agreement execution date July 23, 2026 Date the Separation and Release Agreement with Kim Roy was entered into
Bonus eligibility period Fiscal year 2026 Year for which Kim Roy may be considered for a bonus if other senior executives are evaluated
Separation and Release Agreement regulatory
"On July 23, 2026, the Company entered into a Separation and Release Agreement"
restricted stock units financial
"Ms. Roy waived her rights to her outstanding restricted stock units and cash-based"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
cash-based long-term incentive awards financial
"rights to her outstanding restricted stock units and cash-based long-term incentive awards"
forward-looking statements regulatory
"contains or may contain forward-looking statements made pursuant to the safe harbor"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
controlling stockholder financial
"risks related to the existence of a controlling stockholder, and the uncertainty"
A controlling stockholder is an individual or group that owns enough voting power in a company to shape major decisions—such as who sits on the board, whether to merge, or what strategy to pursue. Think of them as holding a majority of seats on a town council: their preferences often determine outcomes. Investors care because a controlling stockholder can push actions that benefit their interests, affect minority shareholders’ returns, and change the company’s risk and valuation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What separation payment will Kim Roy receive from The Children’s Place (PLCE)?
Kim Roy will receive a $525,000 separation payment from The Children’s Place. This payment is part of a Separation and Release Agreement executed on July 23, 2026, following her transition from Executive Director to non-employee board member.

Does Kim Roy remain on The Children’s Place (PLCE) board after leaving her executive role?
Yes, Kim Roy continues as a non-employee director of The Children’s Place. Under the agreement, she will receive board compensation consistent with the company’s other non-employee directors while no longer serving as an employee.

Is Kim Roy eligible for a bonus from The Children’s Place (PLCE) for fiscal 2026?
Kim Roy remains eligible to be considered for a fiscal 2026 bonus if any other senior executive is evaluated for a bonus. The agreement does not guarantee payment but preserves potential consideration on the same evaluation basis.

What equity and incentive awards did Kim Roy waive at The Children’s Place (PLCE)?
Under the Separation and Release Agreement, Kim Roy waived her rights to outstanding restricted stock units, cash-based long-term incentive awards, and certain other compensation and benefits provided in her February 18, 2026 employment offer.

What key risks does The Children’s Place (PLCE) highlight in connection with its forward-looking statements?
The Children’s Place cites risks including funding operations and indebtedness, changing tariffs, competitive pressures, supply chain disruptions, cost inflation, various litigation, the impact of strategic changes, and risks related to having a controlling stockholder.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K/A

(Amendment No. 1) 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): July 6, 2026

 

THE CHILDREN’S PLACE, INC.
(Exact Name of Registrant as Specified in Charter)

 

Delaware
(State or Other Jurisdiction of Incorporation)

 

0-23071   31-1241495
(Commission File Number)   (IRS Employer Identification No.)

 

500 Plaza Drive, Secaucus, New Jersey 07094
(Address of Principal Executive Offices) (Zip Code)

 

(201) 558-2400
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12-b-2 of this chapter).

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.10 par value PLCE NASDAQ Global Select Market

 

 

 

 

 

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 10, 2026, The Children’s Place, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) announcing that effective July 6, 2026, Kim Roy ceased serving as Executive Director and an employee of the Company while continuing to serve as a member of the Company’s board of directors (the “Board”). As disclosed in the Original Form 8-K, the Company and Ms. Roy were negotiating the terms of a separation agreement that had not yet been finalized. The Company hereby amends Item 5.02 of the Original Form 8-K to include the terms of the separation agreement. Except as set forth herein, no other disclosure included in the Original Form 8-K is being amended by this Form 8-K/A.

 

On July 23, 2026, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Ms. Roy. As previously planned, Ms. Roy’s appointment as Executive Director was always intended to be a temporary position, prior to a transition of her role to focus exclusively on her responsibilities as a member of the Board. The Separation Agreement provides for, among other things, (i) a separation payment to Ms. Roy in the aggregate amount of $525,000, (ii) Ms. Roy’s eligibility to be considered for a bonus payment for fiscal year 2026, in the event any other senior executive of the Company is evaluated for a bonus payment; and (iii) a release of claims from Ms. Roy. Pursuant to the Separation Agreement, Ms. Roy waived her rights to her outstanding restricted stock units and cash-based long-term incentive awards and to certain other compensation and benefits under her offer of employment with the Company, dated as of February 18, 2026.

 

The Separation Agreement also provides that, for so long as Ms. Roy continues to serve as a non-employee member of the Board, she will receive compensation consistent with the compensation paid to the Company’s other non-employee directors.

 

The foregoing description of the Separation Agreement is qualified in its entirety by the text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 9.01Financial Statement and Exhibits.

 

(d)Exhibits

 

Exhibit 10.1 Separation and Release Agreement, dated as of July 23, 2026, between The Children’s Place, Inc. and Kim Roy

 

Exhibit 104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

 

 2 

 

 

Forward-Looking Statements

 

This Current Report on Form 8-K, including Exhibit 10.1, contains or may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “project,” “expect,” “anticipate,” “estimate,” “believe” and similar words, although some forward-looking statements are expressed differently. These forward-looking statements are based upon the Company’s current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results and performance to differ materially. Some of these risks and uncertainties are described in the Company’s filings with the Securities and Exchange Commission, including in the “Part I, Item 1A. Risk Factors” section of its annual report on Form 10-K for the fiscal year ended January 31, 2026. Included among the risks and uncertainties that could cause actual results and performance to differ materially are the risk that the Company will be unable to achieve operating results at levels sufficient to fund and/or finance the Company’s current level of operations and repayment of indebtedness, the risk that changes in trade policy and tariff regimes, including newly imposed U.S. tariffs and any responsive non-U.S. tariffs, may impact the Company’s international manufacturing and operations or customers’ discretionary spending habits, the risk that the Company will be unsuccessful in gauging fashion trends and changing consumer preferences, the risks resulting from the highly competitive nature of the Company’s business and its dependence on consumer spending patterns, which may be affected by changes in economic conditions (including inflation), the risk that changes in the Company’s plans and strategies with respect to pricing, capital allocation, capital structure, investor communications and/or operations may have a negative effect on the Company’s business, the risk that the Company’s strategic initiatives to increase sales and margin, improve operational efficiencies, enhance operating controls, decentralize operational authority and reshape the Company’s culture are delayed or do not result in anticipated improvements, the risk of delays, interruptions, disruptions and higher costs in the Company’s global supply chain, including resulting from disease outbreaks, foreign sources of supply in less developed countries, more politically unstable countries, or countries where vendors fail to comply with industry standards or ethical business practices, including the use of forced, indentured or child labor, the risk that the cost of raw materials or energy prices will increase beyond current expectations or that the Company is unable to offset cost increases through value engineering or price increases, various types of litigation, including class action litigation brought under securities, consumer protection, employment, and privacy and information security laws and regulations, risks related to the existence of a controlling stockholder, and the uncertainty of weather patterns, as well as other risks discussed in the Company’s filings with the SEC from time to time. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

 3 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 29, 2026

 

  THE CHILDREN’S PLACE, INC.
   
  By: /s/ Kenneth Li 
  Name: Kenneth Li 
  Title: General Counsel & Corporate Secretary

 

 4 

 

Source: View Original Filing on SEC EDGAR

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