Childrens Place Inc

Shareholders and Board of Directors

The Children’s Place, Inc.

Secaucus, New Jersey

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of The Children’s Place, Inc. (the “Company”) as of February 1, 2025, the related consolidated statements of operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes to the consolidated financial statements (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at February 1, 2025, and the results of its operations and its cash flows for the year ended February 1, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Gymboree Tradename

As described in Notes 1, 4, and 14 to the consolidated financial statements, the Company’s Gymboree Tradename had a carrying value of $13.0 million as of February 1, 2025. The indefinite-lived tradename is evaluated for impairment annually or more frequently if events or changes in circumstances indicate that a decline in value may have occurred. An impairment loss is recognized when the estimated fair value of tradename is less than the carrying value. The Company recorded an impairment charge related to the Gymboree tradename of $28.0 million in the second quarter of fiscal year 2024, which reduced its carrying value to $13.0 million. The determination of the fair value of the Gymboree Tradename requires management to make significant estimates and assumptions related to future cash flows, royalty rate and the discount rate used in the valuation model.

We identified certain assumptions used in the determination of the fair value of the Gymboree tradename, specifically the revenue growth rate, royalty rate, and the discount rate as a critical audit matter. The principal consideration for our determination is the judgment used to evaluate the revenue growth rate, royalty rate, and the discount rate in the fair value determination of the Gymboree Tradename. Auditing these assumptions involved especially challenging and subjective auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skills and knowledge needed.

The primary procedures we performed to address this critical audit matter included:

•Obtaining an understanding of management's process related to the Gymboree tradename impairment assessment and the determination of the estimated fair value of the tradename including the revenue growth rate, royalty rate, and the discount rate.

•Performing a sensitivity analysis of the significant assumptions to evaluate the change in the estimated fair value that would result from changes in the significant assumptions.

•Evaluating the revenue growth rate used in the determination of the estimated fair value related to the Gymboree tradename by comparing the revenue growth rate against historical financial results, guideline companies, and industry information.

•Utilizing personnel with specialized knowledge and skills in valuation to evaluate the royalty rate and discount rate used in the determination of the estimated fair value related to the Gymboree tradename.

•Evaluating on a sample basis, the completeness and accuracy of the underlying data used by the Company used to develop the revenue growth rate and royalty rate.

/S/BDO USA, P.C.

We have served as the Company’s auditor since 2024.

Woodbridge, New Jersey

April 17, 2025

To the Stockholders and the Board of Directors of The Children’s Place, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of The Children’s Place, Inc. and subsidiaries (the Company) as of February 3, 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity (deficit) and cash flows for each of the two years in the period ended February 3, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at February 3, 2024 and the results of its operations and its cash flows for each of the two years in the period ended February 3, 2024, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/S/ Ernst & Young, LLP

We have served as the Company’s auditor from 2018 to 2024.

Iselin, New Jersey

May 3, 2024,

except for Note 17 and the effects of the rights offering described in Note 13, as to which the date is

April 17, 2025.