SEC Form 4 · accession 0001828859-26-000007

Childrens Place, Inc. · PLCE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Reflects a distribution of 500,000 shares of the Issuer's common stock ("Subject Shares") by Mithaq Capital SPC, a Cayman Islands segregated portfolio company ("Mithaq"), which was immediately before such transfer the direct holder of such shares, to Muhammad Asif Seemab ("Mr. Seemab"), pursuant to a Restricted Stock Transfer Agreement, effective August 11, 2026 (the "Transfer Agreement"), in connection with Mr. Seemab's service to the Issuer. Prior to the distribution, the Subject Shares were, by virtue of the relationships described in footnote 4, also indirectly beneficially owned by Mithaq Global, a Cayman Islands company ("Mithaq Global"), Mithaq Capital, a Cayman Islands company ("Mithaq Capital"), Turki Saleh A. AlRajhi and Mr. Seemab. Following the distribution, the Subject Shares are now owned directly by Mr. Seemab and are no longer beneficially owned by any of the other Reporting Persons, subject to the vesting requirements of the Transfer Agreement.
• F2Reflects the remaining 13,093,236 shares that may continue to be deemed beneficially owned by each of Mithaq, Mithaq Global, Mithaq Capital, Turki Saleh A. AlRajhi and Mr. Seemab by virtue of the relationships described in footnote 3, including 13,091,959 shares held directly by Mithaq and 1,722 shares held directly by Snowball. In addition, as noted in Footnote 1, Mr. Seemab further continues to beneficially own the 500,000 shares transferred pursuant to the Transfer Agreement and the 103,583 shares distributed in the distribution disclosed on July 10, 2025.
• F3Mithaq and Mithaq Global are investment vehicles for certain members of the AlRajhi family, of which Mr. AlRajhi is a member, and select other eligible investors that are employed by Mithaq or its affiliates. Mithaq is a controlled affiliate of Mithaq Capital. Mithaq Capital is a controlled affiliate of Mithaq Global, and acts as investment advisor for Mithaq. Snowball is a wholly owned subsidiary of Mithaq. Mithaq, as a controlled affiliate of Mithaq Capital and Mithaq Capital, as the investment advisor for Mithaq and as a controlled affiliate of Mithaq Global, may each be deemed to be the beneficial owner of the shares held directly by Mithaq and Snowball for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act").
• F4In addition to Mr. Seemab, a citizen of Pakistan, this Form 4 is being filed jointly by Mithaq, Mithaq Global, Mithaq Capital, Turki Saleh A. AlRajhi, a citizen of Saudi Arabia, Mr. Seemab, and Snowball Compounding Ltd., an exempted company organized under the laws of the Cayman Islands ("Snowball", and together with Mithaq, Mithaq Global, Mithaq Capital, Turki Saleh A. AlRajhi and Mr. Seemab, the "Reporting Persons"), each of whom has the same business address as Mithaq and may be deemed to have a pecuniary interest in securities held by Mithaq and Snowball that are reported on this Form 4
• F5By virtue of Mr. AlRajhi's position as a director of Mithaq, Mithaq Global and Mithaq Capital, Mr. AlRajhi may be deemed to be the beneficial owner of the shares held directly by Mithaq and Snowball for purposes of Rule 16a-1(a) under the Exchange Act. By virtue of Mr. Seemab's position as a director of Mithaq and director and managing director of Mithaq Capital, Mr. Seemab may be deemed to be the beneficial owner of the shares held by Mithaq and Snowball for purposes of Rule 16a-1(a) under the Exchange Act. Each of the Reporting Persons disclaims any beneficial ownership of any of the shares, except to the extent of any pecuniary interest therein.
• F6The Subject Shares vest in three separate tranches upon the achievement of the following market capitalization milestones of the Issuer: (i) 166,667 shares vest when the Issuer's market capitalization equals or exceeds $265,000,000; (ii) 166,667 shares vest when the Issuer's market capitalization equals or exceeds $400,000,000; and (iii) 166,666 shares vest when the Issuer's market capitalization equals or exceeds $600,000,000, provided in each case that Mr. Seemab remains in service with the Issuer through the achievement of the applicable milestone. For purposes of the Transfer Agreement, "market capitalization" is determined by multiplying (x) the total number of shares of common stock of the Issuer outstanding as of the applicable date of determination by (y) the closing price of a share of the common stock of the Issuer on NASDAQ (or such other national securities exchange on which the shares of common stock of the Issuer are then listed) on such date
• F7Any Subject Shares that have not vested on or prior to the fifth (5th) anniversary of the effective date of the Transfer Agreement will be forfeited and returned to Mithaq.

Remarks

Each of Messrs. AlRajhi and Seemab serves as a director on the Board of Directors of the Issuer and, as a result, the entities listed in these notes may be directors by deputization for purposes of Section 16 of the Exchange Act.