8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM 8-K

CURRENT

REPORT

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

Date of report (Date of earliest event reported):

February 13, 2025

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):

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

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. ¨

On February 13, 2025, the Company appointed Rhys Summerton to the Company’s Board of Directors and to the Audit Committee. Mr. Summerton will hold office until the annual meeting of stockholders of the Company to be held in 2025. Mr. Summerton is an independent director under applicable SEC and Nasdaq rules.

Mr. Summerton is Fund Manager and Investor at Milkwood Capital, a long-term, value oriented, global investment company. Prior to launching Milkwood Capital, from 2001 to 2008, Mr. Summerton was a Senior Investment Analyst at Citigroup and from 2008 to 2013 Managing Director at Citigroup where he was the Global Head of Emerging Market Equity Research. Mr. Summerton began his career as an Auditor at Ernst and Young.

There is no arrangement or understanding between Mr. Summerton and any other person pursuant to which Mr. Summerton was appointed as a director of the Company. Mr. Summerton will be eligible to participate in all non-management director compensation plans and arrangements available to the Company’s other independent directors. Accordingly, Mr. Summerton will receive an annual equity retainer of $140,000 in the form of time-based restricted stock units under the Company’s 2011 Equity Incentive Plan (the “Plan”), which shares will be deliverable to Mr. Summerton on the first anniversary of the date of grant, subject to the terms and conditions of the Plan.

A copy of the press release announcing the appointment of Mr. Summerton as a director of the Company is attached to this Current Report on Form 8-K as Exhibit 99.1.

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Forward-Looking Statements

This Current Reporton Form 8-K, including Exhibit 99.1, contains or may contain forward-looking statements made pursuant to the safe harbor provisionsof the Private Securities Litigation Reform Act of 1995, including but not limited to statements relating to the Company’sstrategic initiatives and results of operations, including adjusted net income (loss) per diluted share. Forward-looking statementstypically are identified by use of terms such as “may,” “will,” “should,” “plan,”“project,” “expect,” “anticipate,” “estimate,” “believe” and similarwords, although some forward-looking statements are expressed differently. These forward-looking statements are based upon theCompany’s current expectations and assumptions and are subject to various risks and uncertainties that could cause actualresults and performance to differ materially. Some of these risks and uncertainties are described in the Company’s filingswith the Securities and Exchange Commission, including in the “Risk Factors” section of its annual report on Form 10-Kfor the fiscal year ended February 3, 2024. Included among the risks and uncertainties that could cause actual results andperformance to differ materially are the risk that the Company will be unable to achieve operating results at levels sufficient tofund and/or finance the Company’s current level of operations and repayment of indebtedness, the risk that the Company will beunsuccessful in gauging fashion trends and changing consumer preferences, the risks resulting from the highly competitive nature ofthe Company’s business and its dependence on consumer spending patterns, which may be affected by changes in economicconditions (including inflation), the risk that changes in the Company’s plans and strategies with respect to pricing, capitalallocation, 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, enhanceoperating controls, decentralize operational authority and reshape the Company’s culture are delayed or do not result inanticipated improvements, the risk of delays, interruptions, disruptions and higher costs in the Company’s global supplychain, including resulting from disease outbreaks, foreign sources of supply in less developed countries, more politically unstablecountries, or countries where vendors fail to comply with industry standards or ethical business practices, including the use offorced, indentured or child labor, the risk that the cost of raw materials or energy prices will increase beyond currentexpectations or that the Company is unable to offset cost increases through value engineering or price increases, various types oflitigation, including class action litigations brought under securities, consumer protection, employment, and privacy andinformation security laws and regulations, the imposition of regulations affecting the importation of foreign-produced merchandise,including duties and tariffs, 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 unduereliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no obligationto release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after thedate hereof or to reflect the occurrence of unanticipated events.

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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: February 18, 2025

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Exhibit 99.1

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THE CHILDREN’S PLACE ANNOUNCES APPOINTMENT

TO ITS BOARD OF DIRECTORS

SECAUCUS, N.J., February 18, 2025 —TheChildren’s Place, Inc. (Nasdaq: PLCE), the largest pure-play children’s specialty retailer in North America with an omni-channel portfolio of brands, today announced that the Company has appointed Rhys Summerton to the Company’s Board of Directors and as a member of the Audit Committee. Mr. Summerton will hold office until the annual meeting of stockholders of the Company to be held in 2025. Ms. Summerton is an independent director and qualifies as an “audit committee financial expert” under applicable SEC and Nasdaq rules.

Turki S. AlRajhi, Executive Chairman of the Board of Directors of The Children’s Place, commented, “We are pleased to welcome Rhys to our Board of Directors. Rhys is a thoughtful leader and a man of integrity. I am delighted that he will be joining us.”

Mr. Summerton is Fund Manager and Investor at Milkwood Capital, a long-term, value oriented, global investment company. Prior to launching Milkwood Capital, from 2001 to 2008, he was a Senior Investment Analyst at Citigroup and from 2008 to 2013, Managing Director at Citigroup where he was the Global Head of Emerging Market Equity Research. Mr. Summerton began his career as an Auditor at Ernst and Young.

About The Children’sPlace

The Children’s Place is the largest pure-play children’s specialty retailer in North America with an omni-channel portfolio of brands. Its global retail and wholesale network includes two digital storefronts, more than 500 stores in North America, wholesale marketplaces and distribution in 15 countries through six international franchise partners. The Children’s Place designs, contracts to manufacture, and sells fashionable, high-quality, head-to-toe outfits predominantly at value prices. For more information, visit: www.childrensplace.com and www.gymboree.com.

Contact:  Investor Relations (201) 558-2400 ext. 14500