Form 8-K

8-K — Childrens Place, Inc.

Accession: 0001104659-26-097257

Filed: 2026-08-14

Period: 2026-08-11

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

8-K — tm2623304d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2623304d1_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2623304d1_8k.htm · Sequence: 1

false

0001041859

2026-08-11

iso4217:USD

xbrli:shares

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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.

(d) 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

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2623304d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

RESTRICTED STOCK TRANSFER AGREEMENT

THE CHILDREN’S PLACE, INC.

August 11, 2026

This Restricted Stock Transfer

Agreement (the “Agreement”), effective as of August 11, 2026, is entered into by and between Mithaq Capital SPC

(the “Shareholder”), and Muhammad Asif Seemab (the “Awardee”) with respect to the Awardee’s

service to The Children’s Place, Inc., a Delaware corporation (the “Company”).

WHEREAS, the Shareholder desires

to provide the Awardee an incentive to participate in the success and growth of the Company through the opportunity to retain a proprietary

interest in the Company; and

WHEREAS, to give effect to

the foregoing intentions, the Shareholder desires to transfer to the Awardee shares of the Company’s common stock, par value $0.10

per share (the “Common Stock”), held by the Shareholder subject to certain restrictions on transfer and risks of forfeiture,

subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration

of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

1.            Award.

(a)           Subject

to the terms and conditions set forth in this Agreement, the Shareholder hereby transfers to the Awardee five hundred thousand (500,000)

shares of Common Stock (the “Restricted Shares”) held by the Shareholder, which Restricted Shares shall be subject

to the restrictions on transfer and risks of forfeiture set forth herein. The restrictions and risks of forfeiture applicable to the

Restricted Shares shall lapse with respect to the applicable tranche of Restricted Shares upon the achievement of the market capitalization

milestones set forth in Exhibit A to this Agreement (each such achievement, a “Vesting Event”), as follows:

(i) one-third (1/3) of the Restricted Shares (166,667 shares) shall vest upon the first occurrence of a Vesting Event set forth

in Tranche 1 of Exhibit A; (ii) one-third (1/3) of the Restricted Shares (166,667 shares) shall vest upon the first

occurrence of a Vesting Event set forth in Tranche 2 of Exhibit A; and (iii) the final one-third (1/3) of the Restricted

Shares (166,666 shares) shall vest upon the first occurrence of a Vesting Event set forth in Tranche 3 of Exhibit A. For

purposes of this Agreement, the Company’s “market capitalization” shall be determined by multiplying (x) the total

number of shares of Common Stock outstanding as of the applicable date of determination by (y) the VWAP of a share of Common Stock

as of such date. “VWAP” means, as of any date of determination, the volume-weighted average closing price of a share of Common

Stock on NASDAQ (or such other national securities exchange on which the Common Stock is then listed) over the forty-five (45) consecutive

trading day period ending on, and including, such date of determination (or, if such date is not a trading day, the immediately preceding

trading day).

(b)           Notwithstanding

anything herein to the contrary, any Restricted Shares that have not vested on or prior to the fifth (5th) anniversary of the date of

this Agreement (the “Expiration Date”) shall be immediately forfeited and returned to the Shareholder, unless (i) the

forfeiture and returning of such Restricted Shares to Shareholder on such date would give rise to any profit on behalf of either the

Shareholder or the Awardee that would be recoverable by the Company pursuant to 15 U.S. Code § 78p(b) (“short-swing

profits”) (in which case the Expiration Date shall be automatically extended until the first date on which such forfeiture

and returning of such Restricted Shares would not give rise to short-swing profits; provided that the Expiration Date shall not be extended

by more than six months in the aggregate pursuant to this clause (i) without the written consent of the Shareholder) or (ii) the

Shareholder, in its sole discretion, grants a written extension of the Expiration Date, in which case (in the case of each of clause

(i) and clause (ii) of this Section 1(b)) such unvested Restricted Shares shall remain outstanding and subject

to the terms of this Agreement until the extended expiration date specified by the Shareholder or otherwise applicable pursuant to clause

(i). For the avoidance of doubt, the transfer by the Shareholder of the Restricted Shares is in addition to any other compensation to

which the Awardee may otherwise be entitled in respect of the Awardee’s service to the Company.

2.            Termination.

(a)           If

the Awardee’s employment with the Company terminates for any reason prior to the occurrence of a Vesting Event with respect to

any tranche of Restricted Shares, such unvested Restricted Shares will be immediately forfeited and returned to the Shareholder unless

(i) the forfeiture and returning of such Restricted Shares to Shareholder on such date would give rise to short-swing profits (in

which case the forfeiture and return date shall be automatically extended until the first date on which such forfeiture and returning

of such Restricted Shares would not give rise to short-swing profits; provided that the forfeiture and return date shall not be extended

by more than six months in the aggregate pursuant to this clause (i) without the written consent of the Shareholder) or (ii) otherwise

specifically provided by the Shareholder. For purposes of this Agreement, the Awardee will not be considered to have incurred a termination

of employment with the Company unless the Awardee’s employment has terminated from the Company and each of its subsidiaries and

Affiliates.

(b)           For

purposes of this Agreement, “Board” shall mean the board of directors of the Company.

3.            Dividends.

During the period in which the Restricted Shares remain subject to restrictions and risks of forfeiture hereunder, the Awardee shall

be entitled to receive any dividends declared and paid by the Company in respect of the Restricted Shares; provided, however,

that any such dividends paid in respect of Restricted Shares that have not yet vested shall be held in escrow by the Shareholder and

shall be subject to the same restrictions, risks of forfeiture and vesting conditions as the underlying Restricted Shares to which such

dividends relate. Upon the vesting of the applicable Restricted Shares, any accumulated dividends in respect of such Restricted Shares

shall be paid to the Awardee. Upon the forfeiture of any Restricted Shares, any accumulated and unpaid dividends in respect of such forfeited

Restricted Shares shall also be forfeited.

4.            Withholding

Taxes. Each of the Shareholder and the Awardee shall be solely responsible for the payment of any and all taxes imposed on or incurred

by such party in connection with the transfer, vesting or forfeiture of the Restricted Shares, or any other payment or transfer under

this Agreement. The Company or its subsidiary shall have the right (but not the obligation) and is hereby authorized to withhold from

amounts payable and/or property deliverable to the Awardee, the amount of any required withholding taxes in respect of the Restricted

Shares, or any other payment or transfer under this Agreement, and to take such other action as may be necessary in the opinion of the

Board or a committee thereof, as applicable, or the Company to satisfy all obligations for the payment of such withholding taxes.

5.            Stockholder

Rights; Transfer Restrictions. Upon the transfer of the Restricted Shares, the Awardee shall have all rights of a stockholder of

the Company with respect to the Restricted Shares, including the right to vote such shares and to receive dividends thereon (subject

to Section 3 (Dividends) above); provided, however, that the Restricted Shares shall be subject to the restrictions

on transfer and risks of forfeiture set forth in this Agreement. Prior to the lapsing of the restrictions applicable to any Restricted

Shares, the Awardee may not sell, assign, pledge or otherwise transfer (voluntarily or involuntarily) this Agreement or any of the unvested

Restricted Shares. The Shareholder may, in its discretion, require that any certificates representing the Restricted Shares be held in

custody by the Shareholder or its designee until the restrictions thereon shall have lapsed, and that the Awardee deliver a stock power,

endorsed in blank, relating to the Restricted Shares. The Awardee further acknowledges that, in addition to the other restrictions set

forth in this Agreement, the Restricted Shares may constitute “control securities” under the Securities Act of 1933, as amended,

and the rules and regulations promulgated thereunder (the “Securities Act”) by virtue of the Awardee’s

status as an affiliate of the Company (as such term is defined in Rule 144 promulgated under the Securities Act), and that any sale,

transfer or other disposition of the Restricted Shares, including following the lapse of the restrictions and risks of forfeiture set

forth herein, shall be subject to compliance with all applicable requirements under the Securities Act, including the volume, manner

of sale, notice and other requirements of Rule 144 or another available exemption from registration under the Securities Act. The

Company shall be under no obligation to register the Restricted Shares for resale. The Awardee agrees not to sell, transfer or otherwise

dispose of any Restricted Shares except in compliance with this Section 5 and all applicable federal and state securities

laws.

6.            Restrictions.

Subject to any exceptions set forth in this Agreement, during the period commencing on the date of this Agreement and ending on the date

on which the restrictions and risks of forfeiture applicable to the Restricted Shares have lapsed in accordance with the terms of this

Agreement (the “Restricted Period”), the Restricted Shares or the rights relating thereto may not be assigned, alienated,

pledged, attached, sold or otherwise transferred or encumbered by the Awardee. Any attempt to assign, alienate, pledge, attach, sell

or otherwise transfer or encumber the Restricted Shares or the rights relating thereto during the Restricted Period shall be wholly ineffective

and, if any such attempt is made, the Restricted Shares will be forfeited by the Awardee and all of the Awardee’s rights to such

shares shall immediately terminate without any payment or consideration from the Company or the Shareholder. For the avoidance of doubt,

the expiration of the Restricted Period shall not relieve the Awardee of any obligations or restrictions imposed by applicable federal

and state securities laws with respect to the sale, transfer or other disposition of the Restricted Shares, including any restrictions

arising from the Awardee’s status as an affiliate of the Company and the requirements of Rule 144 or another available exemption

from registration under the Securities Act.

7.            Changes

in Capitalization. In the event of (a) any dividend (other than regular cash dividends) or other distribution (whether in the

form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization,

merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities

of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar

corporate transaction or event that affects the shares of Common Stock, or (b) unusual or nonrecurring events affecting the Company,

any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other

requirements of any governmental body or securities exchange or inter-dealer quotation service, accounting principles or law, such that

in any case an amendment to this Agreement is determined by the Shareholder, in its sole discretion to be necessary or appropriate, then

this Agreement shall be amended in such manner as the Shareholder may deem equitable.

8.            Government

Regulations. Notwithstanding anything contained herein to the contrary, the Shareholder’s obligation to transfer the Restricted

Shares or any certificates evidencing such shares shall be subject to the terms of all applicable laws, rules and regulations and

to such approvals by any governmental agencies or national securities exchanges as may be required.

9.            Administration.

The Shareholder, acting in good faith, will have the sole discretion and authority to administer and interpret this Agreement. The decisions

of the Shareholder will be final, binding and conclusive on the Awardee and the Company.

10.          Representations

and Warranties of the Awardee. The Awardee hereby represents and warrants to the Shareholder that:

(a)           Purchase

Entirely for Own Account. This Agreement is made with the Awardee in reliance upon the Awardee’s representation to the Shareholder,

which by the Awardee’s execution of this Agreement, the Awardee hereby confirms, that the Restricted Shares to be acquired by the

Awardee will be acquired for investment for the Awardee’s own account, not as a nominee or agent, and not with a view to the resale

or distribution of any part thereof, and that the Awardee has no present intention of selling, granting any participation in, or otherwise

distributing the same. By executing this Agreement, the Awardee further represents that the Awardee does not presently have any contract,

undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person,

with respect to any of the Restricted Shares.

(b)           Disclosure

of Information. The Awardee has had an opportunity to discuss the Company’s business, management, financial affairs and the

terms and conditions of the offering of the Restricted Shares with the Company’s management and has had an opportunity to review

the Company’s facilities, and as Executive Vice-Chairman, President and Interim Chief Executive Officer of the Company he possesses

extensive knowledge regarding the Company, its operations, and its business and financial prospects.

Securities. The Awardee understands that the Restricted Shares have not been, and will not be, registered under the Securities Act,

by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the

bona fide nature of the investment intent and the accuracy of the Awardee’s representations as expressed herein. The Awardee understands

that the Restricted Shares are “restricted securities” or “control securities” under applicable U.S. federal

and state securities laws and that, pursuant to these laws, the Awardee must hold the Restricted Shares indefinitely, unless they are

registered with the U.S. Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration

and qualification requirements is available. The Awardee acknowledges that the Company has no obligation to register or qualify the Restricted

Shares for resale. The Awardee further acknowledges that if an exemption from registration or qualification is available, it may be conditioned

on various requirements including, but not limited to, the time and manner of sale, the Restricted Period, and on requirements relating

to the Company which are outside of the Awardee’s control, and which the Company is under no obligation and may not be able to

satisfy.

(d)           Legends.

The Awardee understands that the Restricted Shares may be notated with the following legend:

“THE SECURITIES REPRESENTED HEREBY

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE

SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (A) AN EFFECTIVE

REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (C) A

TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE

SECURITIES LAWS. IN ADDITION, THESE SECURITIES ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE COMPANY, AND ANY

RESALE OF THESE SECURITIES MAY BE SUBJECT TO THE VOLUME, MANNER OF SALE, NOTICE, AND OTHER REQUIREMENTS OF RULE 144 OR ANOTHER AVAILABLE

EXEMPTION UNDER THE SECURITIES ACT. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY

TO THE COMPANY, OR SUCH OTHER EVIDENCE AS THE COMPANY MAY REASONABLY REQUEST, TO ESTABLISH THAT ANY PROPOSED TRANSFER COMPLIES WITH

APPLICABLE FEDERAL AND STATE SECURITIES LAWS.”

(e)           Accredited

Investor. The Awardee is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities

Act.

(f)            No

General Solicitation. The Awardee has not directly or indirectly, including, through a broker or finder (a) engaged in any general

solicitation, or (b) published any advertisement in connection with the transfer of the Restricted Shares.

(g)           Exculpation

By Awardee. The Awardee acknowledges that it is not relying upon any Person in making its decision to acquire the Restricted Shares.

(h)           Residence.

The Awardee resides in the state or province identified in the address of the Awardee set forth on the Awardee’s signature page or

Exhibit B.

11.           Employment.

Neither this Agreement nor any action taken hereunder shall be construed as giving the Awardee any right of continuing employment by

the Company or its subsidiaries.

12.           Notices.

Notices or communications to be made hereunder shall be in writing and shall be delivered in person, by electronic mail, by registered

mail, by confirmed facsimile or by a reputable overnight courier service to the Company and the Shareholder at their respective principal

offices or to the Awardee at his or her address and/or email address, as applicable, as contained in the records of the Company.

13.           Governing

Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to

contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.

14.           Entire

Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof,

and supersedes all prior agreements and understandings relating to the subject matter of this Agreement.

15.           Interpretation.

The Shareholder, acting in good faith, shall have final authority to interpret and construe this Agreement and to make any and all determinations

under it, and its decision shall be binding and conclusive upon the Awardee and his or her legal representative in respect of any questions

arising under this Agreement. By signing this Agreement, Awardee acknowledges that he or she has had an opportunity to review this Agreement

and agrees to be bound by all the terms and provisions of this Agreement.

16.           Binding

Effect. This Agreement shall be binding upon and inure to the benefit of the Shareholder and the Awardee and their respective permitted

successors, assigns, heirs, beneficiaries and representatives. This Agreement is personal to the Awardee and may not be assigned by the

Awardee without the prior written consent of the Shareholder and the Company. Any attempted assignment in violation of this Section 16

shall be null and void. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the

other provisions of this Agreement will remain in full force and effect.

17.          Amendment.

This Agreement may be amended or modified only by a written instrument executed by both the Shareholder and the Awardee.

18.          Survivorship.

This Agreement shall continue in effect until there are no further rights or obligations of the parties outstanding hereunder and shall

not be terminated by either party without the express written consent of both parties.

19.           Section 83(b) Election.

The Awardee may, within thirty (30) days following the date of this Agreement, file an election under Section 83(b) of the

Internal Revenue Code of 1986, as amended, with the Internal Revenue Service, substantially in the form attached hereto as Exhibit B.

If the Awardee makes such an election, the Awardee shall notify the Company and the Shareholder in writing within one (1) business

day after filing such election with the Internal Revenue Service and shall provide the Company and the Shareholder with a copy of the

executed election. The Awardee acknowledges that it is the Awardee’s sole responsibility to timely file any such election, and

neither the Company nor the Shareholder shall have any obligation or liability in connection therewith.

20.          Third

Party Beneficiaries. Except as provided in the immediately following sentence, there are no third party beneficiaries to this Agreement.

The Company shall be a third party beneficiary of, and entitled to enforce, Section 4, Section 10, Section 16

and Section 19 of this Agreement..

* * *

IN WITNESS WHEREOF, the parties hereto have

executed this Agreement or caused their duly authorized officer to execute this Agreement as of the date first written above.

MITHAQ CAPITAL SPC

By:

/s/ Turki Saleh A. AlRajhi

Name:

Turki Saleh A. AlRajhi

Title:

Director

Date:

August 11, 2026

AWARDEE

By:

/s/ Muhammad Asif Seemab

Name:

Muhammad Asif Seemab

Date:

August 11, 2026

[Signature Page to Restricted Stock Transfer

Agreement]

Exhibit A

Market Capitalization Milestone*

Number of Restricted

Tranche 1: Market capitalization of the Company equals or exceeds $265,000,000

166,667

Tranche 2: Market capitalization of the Company equals or exceeds $400,000,000

166,667

Tranche 3: Market capitalization of the Company equals or exceeds $600,000,000

166,666

* Shall be subject to adjustment as determined by the Shareholder in connection

with any corporate transactions or events affecting the Company’s market capitalization.

Exhibit B

Section 83(b) Election

[See Attached]

SECTION 83(b) ELECTION INSTRUCTIONS

Set out below are instructions for completing

these forms. You should obtain your own tax advice regarding this election. You must file this election within 30 days

following the grant date of the shares issued to you.

1. Complete Section 83(b) Election Cover Letter:

¨ Date

the letter.

¨ Include your Social Security Number

in the letter.

¨ Include

appropriate IRS Address. Please refer to the IRS website for the proper IRS address (which

will be based on the state in which you live and will be the same state you include in your

personal, federal tax return): https://www.irs.gov/uac/Where-to-File-Addresses-for--Taxpayers-and--Tax-Professionals-Filing-Form-1040.

The IRS address we have included in the attached cover letter applies for individuals who

reside in the following states: Connecticut, Delaware, District of Columbia, Illinois, Indiana, Iowa,

Kentucky, Maine, Maryland, Massachusetts, Minnesota, Missouri, New Hampshire, New Jersey,

New York, Rhode Island, Vermont, Virginia, West Virginia, and Wisconsin. You should confirm

that the correct IRS address has been included in the cover letter using the information

on the IRS website.

¨ Sign

the letter (e-signature is acceptable).

2. Complete Section 83(b) Election:

¨ Confirm

your name and include your address.

¨ Include

your social security number.

¨ Confirm

the number of shares granted to you.

¨ Sign

and date the form (e-signature is acceptable).

3. Provide Copy of Cover Letter and Section 83(b) Election

to the Company.

4. Retain Copy of Cover Letter and Section 83(b) Election

for Your Records.

¨ If

you intend to file a copy of the election with your annual tax return, you must retain two

(2) copies of the completed 83(b) election form for filing with your Federal and

state tax returns for the current tax year.

5. Mail Original Cover Letter and Section 83(b) Election

to IRS:

¨ Must

be mailed (postmarked) within 30 days after the grant date of the shares issued

to you.

¨ Should

be mailed by registered or certified mail, return receipt requested (although registered

or certified mail is not required).

¨ Must

be mailed to the appropriate IRS Address, which, as noted above, is based on the state in

which you live and will be the same state you include in your personal, federal tax return.

THE 83(b) ELECTION SHOULD BE SENT IMMEDIATELY

BECAUSE YOU ONLY HAVE 30 DAYS FROM THE GRANT DATE WITHIN WHICH TO MAKE THE ELECTION. THE IRS DOES NOT GRANT ANY WAIVERS, LATE FILINGS

OR EXTENSIONS FOR THIS ELECTION. YOU ARE SOLELY RESPONSIBLE FOR THE TIMELY FILING OF YOUR OWN SECTION 83(b) ELECTION AND ANY

TAX CONSEQUENCES TO YOU IF YOU FAIL TO MAKE A TIMELY 83(b) ELECTION.

________, 20__

CERTIFIED MAIL

RETURN RECEIPT REQUESTED

Department of the Treasury

Internal Revenue Service

[Kansas City, MO 64999-0002]

Re: 83(b) Election of ________________________________

Social Security Number:

Dear Sir/Madam:

Enclosed is an election under Section 83(b) of the Internal

Revenue Code of 1986, as amended, with respect to: shares of Common Stock, par value $0.10 per share, of The Children’s Place, Inc.

that were transferred to me on ______________, 20__.

The attached information is submitted as required by Treas. Reg. §

1.83-2(e).

Sincerely,

_______________________________

encl.

cc: The Children’s Place, Inc.

Mithaq Capital SPC

SECTION 83(b) ELECTION

The undersigned taxpayer hereby elects, and makes this statement,

under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), pursuant to Treasury Regulations

Section 1.83-2, to include in gross income as compensation for services the excess (if any) of the fair market value of the property

described below over the amount paid for such property.

(1) The taxpayer who is performing the services in connection with which

the property was transferred is:

Name:

Address:

City, State, Zip:

Social Security Number:

(2) The property with respect to which this election

is made is _______ shares of Common Stock, par value $0.10 per share (the “Shares”),

of The Children’s Place, Inc.

(3) The property was transferred to the taxpayer on ______________, 20__.

(4) The taxable year for which this election is being made is the calendar

year 20__.

(5) The property is subject to the following

restrictions: The Shares are subject to certain market capitalization-based vesting conditions

and are subject to forfeiture and return to the transferring shareholder if the vesting conditions

are not satisfied or if the taxpayer’s employment with the Company terminates prior

to vesting.

(6) The fair market value of such property at

the time of transfer (determined without regard to any restriction other than a restriction

which by its terms will never lapse) is $_____ per Share, for a total of $_____.

(7) The amount paid for such property is $0 per Share, for a total of $0.

(8) The amount to include in gross income is $_____.

(9) A copy of this statement was furnished to The Children’s Place, Inc.,

for whom taxpayer rendered the services underlying the transfer/grant of such property.

(10) This election is made to the same effect, and with the same limitations,

for purposes of any applicable state statute corresponding to Section 83(b) of

the Code.

Dated:

________________________________________

Taxpayer:

______________________________________________

This election must be filed with the Internal

Revenue Service Center with which the taxpayer files his or her Federal income tax returns and must be filed within 30 days after the

date of grant. This filing should be made by registered or certified mail, return receipt requested. The taxpayer must retain a copy

for his or her records. Pursuant to Final Regulations adopted on July 26, 2016 under Section 83(b) of the Code, the taxpayer

is no longer required to file a copy of this election with his or her annual tax return. However, the taxpayer may choose to do so following

consultation with his or her personal tax advisor. If the taxpayer intends to file a copy of the election with his or her annual tax

return, the taxpayer must retain two (2) copies of the completed form for filing with his or her Federal and state tax returns for

the current tax year.

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