Form 8-K

8-K — Childrens Place, Inc.

Accession: 0001104659-26-084657

Filed: 2026-07-17

Period: 2026-07-13

CIK: 0001041859

SIC: 5651 (RETAIL-FAMILY CLOTHING STORES)

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

Item: Financial Statements and Exhibits

Documents

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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 13, 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 July 13, 2026, Douglas

Edwards notified The Children's Place, Inc. (the “Company”) of his resignation from the Company’s board of directors

(the “Board”), effective immediately. Mr. Edwards’ resignation was not the result of any disagreement with the

Company on any matter relating to the Company's operations, policies, or practices.

Mr. Edwards served as

Chair of the Corporate Responsibility, Sustainability & Governance Committee and as a member of the Audit Committee of the Board.

In connection with Mr. Edwards’ resignation, the Board has reconstituted its committee leadership and membership as follows:

Audit Committee

Hussan Arshad (Chair)

Rhys Summerton

Corporate Responsibility, Sustainability & Governance Committee

Turki Saleh A. AlRajhi (Chair)

Hussan Arshad

As a result of Mr. Edwards’

departure, the Audit Committee is currently composed of two members. In accordance with Nasdaq Listing Rule 5605(c)(4)(B), the Company

has until the earlier of its next annual meeting of stockholders or one year from the occurrence of the event that caused the vacancy

to cure this non-compliance with the three-member requirement of Nasdaq Listing Rule 5605(c)(2)(A). The Company expects that its

next annual meeting of stockholders will be held in May 2027, and is actively seeking to appoint a third member to the Audit Committee

prior to such date.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit 104

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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. 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: July 17, 2026

THE CHILDREN’S PLACE, INC.

By:

/s/ Kenneth Li

Name:

Kenneth Li

Title:

General Counsel & Corporate Secretary

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