[8-K] Children's Place, Inc. Reports Material Event

Rhea-AI Filing Summary

Amendment No. 5 to Schedule 13D discloses that the Silver Lake–affiliated reporting persons (Global Blue Holding L.P., SL Globetrotter L.P., SL Globetrotter GP Ltd., Silver Lake Technology Associates III Cayman L.P. and Silver Lake (Offshore) AIV GP III Ltd.) have tendered all of their equity interests in Global Blue Group Holding AG (“GB”) in connection with the cash tender offer launched by Shift4 Payments, Inc. and its Swiss merger subsidiary.

The offer, which commenced on 21 March 2025 and expired one minute after 11:59 p.m. (NYC time) on 2 July 2025, met all conditions. The Silver Lake vehicles tendered:

• 34,871,499 ordinary shares held by Cayman Holdings at $7.50 per share
• 4,939,137 Series A preferred shares (convertible into ordinary shares) at $10.00 per share
• 91,230,811 ordinary shares held by Globetrotter at $7.50 per share
• 11,970,487 Series A preferred shares held by Globetrotter at $10.00 per share

In addition, 2,701,935 Global Blue warrants (Cayman Holdings) and 6,548,415 warrants (Globetrotter) were cashed-out and are no longer exercisable. As a result of these transactions, the reporting persons now report 0 shares beneficially owned (0.0% of the class) and thereby cease to be 5% holders as of 3 July 2025.

Following completion of the offer, director Joseph Osnoss resigned from the Global Blue board. The filing attaches an amended Annex A listing directors of the Silver Lake general partners and adds Exhibit 99.1 containing that information.

This amendment is limited to updating ownership, identity disclosures and purpose-of-transaction details; all other information in prior filings remains unchanged.

Positive

• Completion of Shift4 tender offer provides shareholders with immediate cash at $7.50 per ordinary share and $10 per Series A preferred, crystallising value.
• Over 142 million shares and 9.25 million warrants were tendered, eliminating a sizable private-equity overhang and simplifying the cap table.

Negative

• Silver Lake’s exit removes a long-term strategic investor, potentially reducing institutional support and signalling full control by Shift4.
• Resignation of director Joseph Osnoss creates short-term governance transition risk until a new board structure is confirmed.

Insights

Financial Analyst

TL;DR Shift4’s tender offer closed; Silver Lake tendered 100% of its 142 M+ shares & warrants, exiting Global Blue at $7.50/$10 cash.

Impact assessment: The transaction removes a large private-equity overhang and confirms a full change-of-control at pre-negotiated cash prices. The roughly US$1.2 billion gross proceeds to Silver Lake (142 M ordinary-share equivalents × blended price ≈ $8.4) suggest a clean exit and validate the valuation underlying Shift4’s strategic expansion into tax-free shopping payments. For remaining public investors, liquidity is now concentrated in Shift4’s hands, and the free float will shrink sharply once merger mechanics complete, implying potential delisting down the line. While price terms were announced in February, the filing provides final confirmation that all shares were accepted and paid. Governance shifts are underway—Joseph Osnoss’s resignation foreshadows a reconstituted board aligned with Shift4.

Corporate Governance Expert

TL;DR Silver Lake’s exit ends its board representation; control passes to Shift4, triggering governance realignment.

The amendment documents the formal relinquishment of equity and board influence by Silver Lake. With zero ownership, its affiliated director resigned, eliminating potential conflict-of-interest issues during post-merger integration. The Schedule 13D amendment also satisfies Section 13(d) requirements by noting cessation of 5% ownership. Investors should monitor subsequent filings for board re-composition, potential squeeze-out or listing status changes. From a compliance standpoint, the clean break reduces related-party complexities in future disclosures.

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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): July 2, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 2, 2025, The Children’s Place, Inc. (the “Company”) announced that John Szczepanski, the Company’s Chief Financial Officer, has been appointed as the Company’s Principal Accounting Officer, effective July 2, 2025 and that Laura Lentini, the Company’s Chief Acounting Officer, has left the Company. The decision to part ways was not the result of any disagreement between Ms. Lentini and the Company concerning the Company’s operations, policies or practices.

2

Forward-Looking Statements

This Current Report on Form 8-K, 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.

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 3, 2025

	THE CHILDREN’S PLACE, INC.
	By:	/s/ Jared Shure
	Name:	Jared Shure
	Title:	Chief Administrative Officer, General Counsel & Corporate Secretary

4

FAQ

What did Schedule 13D/A reveal about Silver Lake's stake in GB?

The filing shows Silver Lake entities now own 0 shares (0.0%) after tendering all holdings to Shift4.

How many Global Blue shares were tendered and at what price?

Silver Lake tendered 126,102,310 ordinary-share equivalents at $7.50 and 16,909,624 Series A preferred at $10.00.

When did Shift4's tender offer for Global Blue expire?

The offer expired one minute after 11:59 p.m. on 2 July 2025 (New York City time).

What happened to Global Blue warrants held by Silver Lake?

A total of 9,250,350 warrants were cashed out and are no longer exercisable for ordinary shares.

Did any board members resign following the transaction?

Yes. Joseph Osnoss, a Silver Lake affiliate, resigned from Global Blue’s board after the tender offer closed.