{"url_path":"/sec/plce/8-k/2026-07-07/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-07","source_url":"https://www.sec.gov/Archives/edgar/data/1041859/0001104659-26-081293-index.html","accession_number":"0001104659-26-081293","cik":"0001041859","ticker":"PLCE","issuer_name":"Childrens Place, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1041859/0001104659-26-081293-index.html","primary_entity_key":"0001041859","primary_entity_name":"Childrens Place, Inc."},"word_count":814,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive Agreement.**\n\n \n\nOn July 1, 2026, The\nChildren’s Place, Inc. (the “Company”) and certain of its subsidiaries entered into a Shariah compliant, unsecured\nand subordinated promissory note (the “Third Mithaq Promissory Note”) for $15.0 million in term loans (the “Third Mithaq\nTerm Loan”), as the first advance under the Company’s $40.0 million commitment letter with Mithaq Capital SPC (“Mithaq”),\ndated as of May 2, 2024 (as amended from time to time, the “Mithaq Credit Facility”). The funds were received by the\nCompany on July 1, 2026, and effective upon the receipt of such funds, the Company’s remaining availability under the Mithaq\nCredit Facility was permanently reduced to $25.0 million. For more information about the Mithaq Credit Facility, see “Note 6. Debt—Mithaq\nCommitment Letter” of the consolidated financial statements in the Company’s quarterly report on Form 10-Q for the fiscal\nquarter ended May 2, 2026.\n\n \n\nThe Third Mithaq Term Loan\nmatures on April 16, 2031, and will accrue interest at the Secured Overnight Financing Rate for a one month interest period plus\n9.00% per annum, with such interest payments to be made monthly to Mithaq in cash but subject to deferment by the Company upon written\nnotice to Mithaq. The Third Mithaq Term Loan is unsecured and guaranteed by each of the Company’s subsidiaries that guarantee (i) the\nCompany’s existing $350.0 million revolving credit facility under its Amended and Restated Credit Agreement dated May 9, 2019\n(as amended from time to time, the “Credit Agreement”), with Wells Fargo, National Association (“Wells Fargo”)\nas the sole lender party thereto, and as Administrative Agent, Collateral Agent and Swing Line Lender, and (ii) the Company’s\n$100.0 million term loan agreement (the “SLR Loan Agreement”) with SLR Credit Solutions (“SLR”; and collectively\nwith Wells Fargo, the “Senior Agents”) and other affiliated SLR entities as the lenders party thereto, and SLR as Administrative\nAgent, and Collateral Agent.\n\n \n\nIn addition, the Third Mithaq\nTerm Loan is subject to the previously-disclosed second amended and restated subordination agreement previously entered into between the\nSenior Agents and Mithaq, pursuant to which the Third Mithaq Term Loan is also subordinated in payment priority to the obligations of\nthe Company and its subsidiaries under the Credit Agreement and the SLR Loan Agreement, similar to the other unsecured and subordinated\npromissory notes (“Prior Mithaq Term Loan Notes”) previously entered into between the Company, certain of its subsidiaries\nand Mithaq. Subject to such subordination terms, the Third Mithaq Term Loan is also prepayable at any time and from time to time without\npenalty and does not require any mandatory prepayments.\n\n \n\nSimilar to the Prior Mithaq\nTerm Loan Notes, the Third Mithaq Promissory Note also contains customary affirmative and negative covenants substantially similar to\na subset of the covenants set forth in the Credit Agreement, including limits on the ability of the Company and its subsidiaries to incur\ncertain liens, to incur certain indebtedness, to make certain investments, acquisitions, dispositions or restricted payments, or to change\nthe nature of its business.\n\n \n\nSimilar to the Prior Mithaq\nTerm Loan Notes, the Third Mithaq Promissory Note also contains certain customary events of default, which include (subject in certain\ncases to customary grace periods), nonpayment of principal, breach of other covenants in the Third Mithaq Promissory Note, inaccuracy\nin representations or warranties, acceleration of certain other indebtedness (including under the Credit Agreement), certain events of\nbankruptcy, insolvency or reorganization, and invalidity of any part of the Third Mithaq Promissory Note.\n\n \n\nThe Company intends to use\nthe net proceeds of the Third Mithaq Term Loan to prepay amounts outstanding under the Company’s revolving credit facility under\nthe Credit Agreement, to reduce a portion of the Company’s accounts payable balances with vendors, and for other general corporate\npurposes.\n\n \n\n2\n\n \n\n \n\nAs previously reported, Mithaq\nis a controlling shareholder of the Company, hence Mithaq is a related person with respect to the Third Mithaq Term Loan. Turki Saleh\nA. AlRajhi, who serves as the Company’s Executive Chairman of the board of directors of the Company (the “Board”), is\nthe Chairman and Chief Executive Officer of Mithaq Holding Company and a Director of Mithaq. Muhammad Asif Seemab, who serves\non the Board and, as described in Item 5.02 of this Current Report on Form 8-K, as of the date of this Current Report on Form 8-K,\nas President and Interim Chief Executive Officer of the Company, is a Managing Director of Mithaq Holding Company and serves on the boards\nof several Mithaq group entities. The Company’s entry into the Third Mithaq Promissory Note was reviewed and approved as a related\nperson transaction in accordance with the Company’s policies.\n\n \n\nThe foregoing description\nof the Third Mithaq Promissory Note is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 4.1\nto this Current Report on Form 8-K and which is incorporated herein by reference."}