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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (Date of earliest event reported):
September 5, 2025
| 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 2.02 | Results of Operations and Financial Condition. |
On September 5, 2025, The
Children’s Place, Inc. (the “Company”) issued a press release containing the Company’s financial results for the
second quarter of the fiscal year ending January 31, 2026 (“Fiscal 2025”). A copy of the press release is being furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The preliminary unaudited
information in this Current Report is being furnished pursuant to Item 2.02 of Form 8-K, insofar as it discloses historical information
regarding the Company’s results of operations and financial condition as of and for the second quarter of Fiscal 2025. In accordance
with General Instruction B.2 of Form 8-K, such information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statement and Exhibits. |
| Exhibit 99.1 | Press Release, dated September 5, 2025, issued by the Company (Exhibit 99.1 is furnished as part of this Current Report on Form 8-K). |
| Exhibit104 | Cover Page Interactive Data File – the cover page XBRL
tags are embedded within the Inline XBRL document. |
Forward-Looking Statements
This Current Report on
Form 8-K, including Exhibit 99.1, contains or may contain forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, including but not limited to statements relating to the Company’s strategic initiatives
and results of operations, including adjusted net income (loss) per diluted share. 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 “Risk Factors”
section of its annual report on Form 10-K for the fiscal year ended February 1, 2025. 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 shareholder, 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.
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: September 5, 2025
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THE CHILDREN’S PLACE, INC. |
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By: |
/s/ Jared Shure |
| |
Name: |
Jared Shure |
| |
Title: |
Chief Administrative Officer, General Counsel & Corporate Secretary |
