Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
|
Childrens Place, Inc. (Name of Issuer) |
Common Shares, par value $0.10 per share (Title of Class of Securities) |
168905107 (CUSIP Number) |
Turki Saleh A. AlRajhi c/o Synergy, Anas Ibn Malik Road, Al Malqa, Riyadh, T0, 13521 966 11 222 2210 Muhammad Asif Seemab 330 Forest Avenue, Locust Valley, NY, 11560 516 644 0689 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/16/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 168905107 |
| 1 |
Name of reporting person
Mithaq Capital SPC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,593,236.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
61.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. The Reporting Persons (as defined below) other than Snowball (as defined below) are each reporting beneficial ownership of an aggregate of 13,593,236 Common Shares, including beneficial ownership of 1,722 Common Shares held directly by Snowball. The Common Shares stated above as beneficially owned by the Reporting Persons other than Snowball represent approximately 61.3% of the outstanding Common Shares as calculated pursuant to Note 2 below. Snowball beneficially owns 1,722 Common Shares, which represent approximately 0.0% of the outstanding Common Shares as calculated pursuant to Note 2 below. 2. All percentage calculations set forth herein are based upon the 22,167,889 Common Shares stated by the Issuer in its Quarterly Report on Form 10-Q filed with the United States Securities and Exchange Commission on December 16, 2025 as being issued and outstanding as of the close of business on December 12, 2025.
SCHEDULE 13D
|
| CUSIP No. | 168905107 |
| 1 |
Name of reporting person
Mithaq Global | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,593,236.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
61.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. The Reporting Persons (as defined below) other than Snowball (as defined below) are each reporting beneficial ownership of an aggregate of 13,593,236 Common Shares, including beneficial ownership of 1,722 Common Shares held directly by Snowball. The Common Shares stated above as beneficially owned by the Reporting Persons other than Snowball represent approximately 61.3% of the outstanding Common Shares as calculated pursuant to Note 2 below. Snowball beneficially owns 1,722 Common Shares, which represent approximately 0.0% of the outstanding Common Shares as calculated pursuant to Note 2 below. 2. All percentage calculations set forth herein are based upon the 22,167,889 Common Shares stated by the Issuer in its Quarterly Report on Form 10-Q filed with the United States Securities and Exchange Commission on December 16, 2025 as being issued and outstanding as of the close of business on December 12, 2025.
SCHEDULE 13D
|
| CUSIP No. | 168905107 |
| 1 |
Name of reporting person
Mithaq Capital | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,593,236.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
61.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. The Reporting Persons (as defined below) other than Snowball (as defined below) are each reporting beneficial ownership of an aggregate of 13,593,236 Common Shares, including beneficial ownership of 1,722 Common Shares held directly by Snowball. The Common Shares stated above as beneficially owned by the Reporting Persons other than Snowball represent approximately 61.3% of the outstanding Common Shares as calculated pursuant to Note 2 below. Snowball beneficially owns 1,722 Common Shares, which represent approximately 0.0% of the outstanding Common Shares as calculated pursuant to Note 2 below. 2. All percentage calculations set forth herein are based upon the 22,167,889 Common Shares stated by the Issuer in its Quarterly Report on Form 10-Q filed with the United States Securities and Exchange Commission on December 16, 2025 as being issued and outstanding as of the close of business on December 12, 2025.
SCHEDULE 13D
|
| CUSIP No. | 168905107 |
| 1 |
Name of reporting person
Turki Saleh A. Alrajhi | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SAUDI ARABIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,593,236.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
61.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
1. The Reporting Persons (as defined below) other than Snowball (as defined below) are each reporting beneficial ownership of an aggregate of 13,593,236 Common Shares, including beneficial ownership of 1,722 Common Shares held directly by Snowball. The Common Shares stated above as beneficially owned by the Reporting Persons other than Snowball represent approximately 61.3% of the outstanding Common Shares as calculated pursuant to Note 2 below. Snowball beneficially owns 1,722 Common Shares, which represent approximately 0.0% of the outstanding Common Shares as calculated pursuant to Note 2 below. 2. All percentage calculations set forth herein are based upon the 22,167,889 Common Shares stated by the Issuer in its Quarterly Report on Form 10-Q filed with the United States Securities and Exchange Commission on December 16, 2025 as being issued and outstanding as of the close of business on December 12, 2025.
SCHEDULE 13D
|
| CUSIP No. | 168905107 |
| 1 |
Name of reporting person
Muhammad Asif Seemab | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PAKISTAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,593,236.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
61.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
1. The Reporting Persons (as defined below) other than Snowball (as defined below) are each reporting beneficial ownership of an aggregate of 13,593,236 Common Shares, including beneficial ownership of 1,722 Common Shares held directly by Snowball. The Common Shares stated above as beneficially owned by the Reporting Persons other than Snowball represent approximately 61.3% of the outstanding Common Shares as calculated pursuant to Note 2 below. Snowball beneficially owns 1,722 Common Shares, which represent approximately 0.0% of the outstanding Common Shares as calculated pursuant to Note 2 below. In addition, Mohammed Asif Seemab directly owns 103,583 Common Shares, which were received as a distribution from Mithaq Capital SPC. Mr. Seemab possesses sole voting power and sole dispositive power over such shares, which represent approximately 0.0% of the outstanding Common Shares. 2. All percentage calculations set forth herein are based upon the 22,167,889 Common Shares stated by the Issuer in its Quarterly Report on Form 10-Q filed with the United States Securities and Exchange Commission on December 16, 2025 as being issued and outstanding as of the close of business on December 12, 2025.
SCHEDULE 13D
|
| CUSIP No. | 168905107 |
| 1 |
Name of reporting person
SNOWBALL COMPOUNDING LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,722.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All percentage calculations set forth herein are based upon the 22,167,889 Common Shares stated by the Issuer in its Quarterly Report on Form 10-Q filed with the United States Securities and Exchange Commission on December 16, 2025 as being issued and outstanding as of the close of business on December 12, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares, par value $0.10 per share |
| (b) | Name of Issuer:
Childrens Place, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
500 Plaza Drive, Secaucus,
NEW JERSEY
, 07094. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The disclosure set forth in Item 4 of this Amendment No. 8 is incorporated herein by reference. | |
| Item 4. | Purpose of Transaction |
Introductory Note This Amendment No. 8 to Schedule 13D (this "Amendment No. 8") amends and supplements the Schedule 13D filed by the Reporting Persons with the SEC on February 16, 2024 as amended and supplemented by that certain Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on March 4, 2024, by that certain Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on March 11, 2024, by that certain Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on April 18, 2024, by that certain Amendment No. 4 to Schedule 13D filed by the Reporting Persons with the SEC on September 16, 2024, by that certain Amendment No. 5 to Schedule 13D filed by the Reporting Persons with the SEC on October 16, 2024, by that certain Amendment No. 6 to Schedule 13D filed by the Reporting Persons with the SEC on February 4, 2025, and by that certain Amendment No. 7 to Schedule 13D filed by the Reporting Persons with the SEC on February 6, 2025 (the "Initial 13D", and the Initial 13D as amended and supplemented by this Amendment No. 8, the "Schedule 13D") relating to the common shares, par value $0.10 per share (the "Common Shares") of The Children's Place, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used in this Amendment No. 8 but not otherwise defined shall have the respective meanings ascribed to them in the Initial 13D. Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs to the end thereof: The Issuer and certain subsidiaries maintain an interest-free, unsecured and subordinated promissory note with Mithaq Capital SPC ("Mithaq"), for a $78.6 million term loan (the "Initial Mithaq Term Loan"), dated February 29, 2024, by and among the Issuer, certain of its subsidiaries, and Mithaq. During the first quarter of the Issuer's Fiscal 2025 (February, March, April 2025), $60.2 million under the Initial Mithaq Term Loan was repaid pursuant to the completion of the Issuer's rights offering on February 6, 2025 ("Rights Offering"), leaving $18.4 million outstanding under the Initial Mithaq Term Loan as of November 1, 2025. The Initial Mithaq Term Loan matures on February 15, 2027 and is guaranteed by certain of the Issuer's subsidiaries. The Issuer and certain subsidiaries also maintain an unsecured and subordinated promissory note with Mithaq for a $90.0 million term loan (the "New Mithaq Term Loan"; and together with the Initial Mithaq Term Loan, collectively, the "Mithaq Term Loans"), dated April 16, 2024, by and among the Issuer, certain of its subsidiaries, and Mithaq. The New Mithaq Term Loan matures on April 16, 2027, and requires monthly payments equivalent to interest charged at the SOFR plus 4.000% per annum, with the first year's monthly payments to Mithaq deferred until April 30, 2025. On April 28, 2025, the Issuer and Mithaq entered into Amendment No. 1 to the New Mithaq Term Loan promissory note, which subjected these deferred monthly payments due as of April 30, 2025 to a payment plan, payable in installments prior to the end of Fiscal 2025. The New Mithaq Term Loan is guaranteed by each of the Issuer's subsidiaries that guarantee the Issuer's ABL Credit Facility. For the Third Quarter 2025 and Year-To-Date 2025, the Issuer recognized $1.9 million and $5.6 million, respectively, in interest-equivalent expense related to the New Mithaq Term Loan. For the Third Quarter 2024 and Year-To-Date 2024, the Issuer recognized $2.1 million and $4.6 million, respectively, in interest-equivalent expense related to the New Mithaq Term Loan. Pursuant to the Issuer's recent refinancing transactions, the Mithaq Term Loans were amended to extend both of their maturity dates to April 16, 2031. The New Mithaq Term Loan was also amended to allow the Issuer to defer its monthly payments upon written notice to Mithaq, and, as an amendment consent fee, its principal amount was increased by $2.7 million to $92.7 million. During the Third Quarter 2025 and Year-To-Date 2025, the Issuer paid $3.3 million and $6.6 million, respectively, in interest-equivalent charges to Mithaq. These payments were made in the form of Murabaha transactions to be compliant with Shariah law. As of November 1, 2025, February 1, 2025, and November 2, 2024, interest-equivalent expense payable to Mithaq was $5.5 million, $6.5 million, and $4.6 million, respectively. The Mithaq Term Loans are subject to an amended and restated subordination agreement (as amended from time to time, the "Mithaq Subordination Agreement"), dated as of April 16, 2024, by and among the Issuer and certain subsidiaries, Wells Fargo and Mithaq, pursuant to which the Mithaq Term Loans are subordinated in payment priority to the obligations of the Issuer and its subsidiaries under the Credit Agreement. Pursuant to the Issuer's recent refinancing transactions, the Mithaq Term Loans are also subordinated in payment priority to the obligations of the Issuer and its subsidiaries under the Issuer's senior term loans.. Subject to such subordination terms, the Mithaq Term Loans are prepayable at any time and from time to time without penalty and do not require any mandatory prepayments. The Mithaq Term Loans contain customary affirmative and negative covenants, including limits on the ability of the Issuer and its subsidiaries to incur certain liens, to incur certain indebtedness, to make certain investments, acquisitions, dispositions or restricted payments, or to change the nature of its business. The Mithaq Term Loans, however, do not provide for any closing, prepayment or exit fees, or other fees typical for transactions of this nature, do not impose additional reserves on borrowings under the Issuer's senior credit agreement, and do not contain certain other restrictive covenants. The Mithaq Term Loans contain certain customary events of default, which include (subject in certain cases to customary grace periods), nonpayment of principal, breach of other covenants of the Mithaq Term Loans, inaccuracy in representations or warranties, acceleration of certain other indebtedness (including under the Issuer's senior credit agreement), certain events of bankruptcy, insolvency or reorganization, such as a change of control, and invalidity of any part of the Mithaq Term Loans. On May 2, 2024, the Issuer entered into a commitment letter (the "Commitment Letter") with Mithaq for a senior unsecured $40.0 million credit facility (the "Mithaq Credit Facility"). Under the Mithaq Credit Facility, the Issuer had the ability to request for advances at any time prior to July 1, 2025. On September 10, 2024, the Issuer and Mithaq entered into an Amendment No. 1 to the Commitment Letter, that extended the deadline for requesting advances until July 1, 2026. On September 4, 2025, the Issuer and Mithaq entered into an Amendment No. 2 to the Commitment Letter, that further extended the deadline for requesting advances until July 1, 2027. If any debt is incurred under the Mithaq Credit Facility, it shall require monthly payments equivalent to interest charged at the SOFR plus 5.000% per annum. Such debt shall be unsecured and shall be guaranteed by certain of the Issuer's subsidiaries. Similar to the Mithaq Term Loans, such debt shall also be subject to the Mithaq Subordination Agreement, contain customary affirmative and negative covenants and contain certain customary events of default. Additionally, such debt shall require no mandatory prepayments and shall mature no earlier than July 1, 2027. As of November 1, 2025, no debt had been incurred under the Mithaq Credit Facility. Pursuant to the Issuer's recent refinancing transactions, the Mithaq Credit Facility was further amended to extend the deadline for requesting advances until December 16, 2030, and the rate for any monthly payments for borrowings equivalent to interest charged was increased to the SOFR plus 9.000% per annum. The foregoing descriptions of the Amendment No. 1 to Unsecured Promissory Note to the Initial Mithaq Term Loan, Amendment No. 2 to Unsecured Promissory Note to the New Mithaq Term Loan and Amendment No. 3 to the Commitment Letter are qualified in their entirety by reference to the full texts thereof, copies of which are filed as Ex-10-8, Ex -10-9, and Ex.-10-10, respectively to this Amendment No. 8 and each of which is incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) of the Initial 13D is hereby amended and supplemented by the addition of the following paragraph to the end thereof: "The information set forth in the Cover Pages and Item 4 of this Amendment No. 8 is incorporated herein by r
eference. The number of shares owned by the Reporting Persons (other than Mr. Seemab) reflect a distribution of 103,583 Common Shares by Mithaq, which was immediately before such distribution the direct holder of such shares, to Mr. Seemab, in connection with a redemption of his investment in Mithaq. Immediately before the distribution, such 103,583 shares were also indirectly beneficially owned by Mithaq Global, Mithaq Capital, Turki Saleh A. AlRajhi and Mr. Seemab. Following the distribution, such 103,583 shares are now owned directly by Mr. Seemab and are no longer beneficially owned by any of the other Reporting Persons." |
| (b) | Item 5(b) of the Initial 13D is hereby amended and supplemented by the addition of the following paragraph to the end thereof: "The information set forth in the Cover Pages and Item 4 of this Amendment No. 8 is incorporated herein by reference." |
| (d) | Item 5(d) of the Initial 13D is hereby amended and supplemented by the addition of the following paragraph to the end thereof: "The information set forth in the Cover Pages and Item 4 of this Amendment No. 8 is incorporated herein by reference." |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Initial 13D is hereby amended and supplemented by the addition of the following paragraph to the end thereof: "The disclosure set forth in Item 4 of this Amendment No. 8 is incorporated herein by reference. By virtue of the distribution described in Item 5(a), Mr. Seemab directly owns 103,583 Common Shares (the "Seemab Shares"). There is no formal or informal agreement or arrangement among Mr. Seemab and the other Reporting Persons concerning the Seemab Shares, and Mr. Seemab is not restricted in his ability to vote or transfer the Seemab Shares. However, given the relationship between Mr. Seemab and the other Reporting Persons, as well as Mr. Seemab's position as Vice Chairman of the Issuer, Mr. Seemab has stated that he likely will act with respect to the Seemab Shares as the Reporting Persons act with respect to the other Common Shares. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 10-8 - Amendment No. 1 to Unsecured Promissory Note to the Initial Mithaq Term Loan Exhibit 10-9 - Amendment No. 2 to Unsecured Promissory Note to the New Mithaq Term Loan Exhibit 10-10 - Amendment No. 3 to the Commitment Letter |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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