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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):
August 11, 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On August 11, 2026, Mithaq
Capital SPC (“Mithaq”), the controlling shareholder of The Children’s Place, Inc. (the “Company”),
entered into a Restricted Stock Transfer Agreement (the “Agreement”) with Muhammad Asif Seemab, the Vice Chairman of the Company’s
board of directors, and the Company’s President and Interim Chief Executive Officer, pursuant to which Mithaq has agreed to transfer
to Mr. Seemab 500,000 shares of the Company’s common stock, par value $0.10 per share, subject to certain restrictions on transfer
and risks of forfeiture (the “Restricted Shares”). The Company is not a party to the Agreement.
The Restricted Shares vest
in three equal tranches upon the Company’s market capitalization (measured using a 45-day volume-weighted average price) equaling
or exceeding $265 million, $400 million and $600 million, respectively, subject to adjustment by Mithaq in connection with corporate transactions
or events affecting the Company’s market capitalization, and subject to Mr. Seemab’s continued employment with the Company.
Any Restricted Shares that have not vested by the fifth anniversary of the Agreement will be forfeited and returned to Mithaq.
As previously reported, Mithaq
is a controlling shareholder of the Company and Mr. Seemab is a director of Mithaq. Mithaq’s entry into the Agreement with
Mr. Seemab was reviewed and approved as a related person transaction in accordance with the Company’s policies.
The foregoing description
of the Agreement is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statement and Exhibits. |
| Exhibit 10.1 |
| Restricted Stock
Transfer Agreement, dated as of August 11, 2026, by and between Mithaq Capital SPC and Muhammad Asif Seemab |
| |
| |
| Exhibit 104 |
| 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 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.
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: August 14, 2026
| |
THE CHILDREN’S PLACE, INC. |
| |
|
| |
By: |
/s/ Kenneth Li |
| |
Name: |
Kenneth Li |
| |
Title: |
General Counsel & Corporate Secretary |
