The Children's Place Inc.
05/14/2026 | Press release | Distributed by Public on 05/14/2026 14:31
Specialized Disclosure Report (Form SD)
Exhibit 1.01 Conflict Minerals Report
THE CHILDREN'S PLACE, INC.
Conflict Minerals Report
For the Year Ended December 31, 2025
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Conflict Minerals Report contains or may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements relating to the Company's strategic initiatives and results of operations. 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 "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 of this Conflict Minerals Report 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.
| 1. | Introduction |
This Conflict Minerals Report has been prepared by The Children's Place, Inc. and its subsidiaries (herein referred to as "The Children's Place," the "Company," "we," "us," or "our") pursuant to Rule 13p-1 (the "Rule") promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1 through December 31, 2025 (the "Reporting Period").
The Children's Place is one of the only pure-play children's specialty retailers in North America with an omni-channel presence. The Company designs, contracts to manufacture, and sells fashionable, high-quality apparel, accessories and footwear predominantly at value prices, primarily under the Company's proprietary brands: "The Children's Place" and "Gymboree". As of January 31, 2026, the Company's global retail and wholesale network includes two digital storefronts, 498 stores in North America, wholesale marketplaces, 223 international points of distribution in 12 countries through nine international franchise and wholesale partners, and social media channels on Instagram, Facebook, and X, formerly known as Twitter. The Company's physical stores offer a friendly and convenient shopping environment, segmented into departments that serve the wardrobe needs of girls and boys (sizes 4-22), toddler girls and boys (sizes 6 months-5T), and baby (sizes 0-24 months). The Company's digital storefronts are at www.childrensplace.com and www.gymboree.com, where its customers are able to shop online for the same merchandise available in its physical stores, as well as certain exclusive merchandise only available on the e-commerce sites.
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The Rule requires companies to disclose their use of conflict minerals (as defined below) if those minerals are "necessary to the functionality or production of a product" manufactured or contracted to be manufactured by those companies. The conflict minerals covered by the Rule are tantalum, tin, gold, tungsten ("3TG") or any other mineral or its derivatives determined by the U.S. Secretary of State to be financing conflict in the Democratic Republic of the Congo or an adjoining country, i.e., any of Angola, Burundi, Central African Republic, Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia (collectively, the "Covered Countries").
The Company has determined that it contracts to manufacture certain products for which one or more of the 3TG metals are necessary to the functionality or production of those products. Accordingly, the Company conducted a reasonable country of origin inquiry (or "RCOI") and due diligence as required by the Rule.
| 2. | Reasonable Country of Origin Inquiry |
The Company is far removed from the sources of ore from which minerals are produced, and the smelters or refineries ("SORs") that process those ores. The efforts undertaken to identify the country(ies) of origin of those ores reflect the Company's circumstances and position in the supply chain. The Company must rely on information obtained from direct suppliers, who in turn, must obtain information from upstream suppliers, on the origin of the 3TG used in the products manufactured for the Company. Such information may be inaccurate or incomplete.
The Company has a conflict minerals team (or "CMT") that manages the implementation and progress of its RCOI and due diligence efforts. The team is composed of representatives from the Company's legal and global sourcing departments, as well as a conflict minerals third-party service provider (the "CMT Service Provider").
As part of the Company's RCOI process, the Company developed a risk-based approach that focused on direct suppliers of finished products, as well as suppliers that are reasonably likely to supply components or trims containing one or more of the 3TG metals (together, the "In-Scope Suppliers") which could have originated from the Covered Countries.
In-Scope Suppliers were asked to complete the Conflict-Free Sourcing Initiative's Conflict Minerals Reporting Template (the "CMRT"). Only CMRT's version 6.5 or higher were accepted. The Company believes that the CMRT is generally regarded as the most common reporting tool for conflict minerals content and sourcing information worldwide, developed by several of the world's leading consumer electronics brands. As such, the Company believes the process was reasonably designed and performed in good faith.
The CMRT includes questions regarding the presence and sourcing of 3TG used in the products supplied to the Company, the In-Scope Supplier's conflict minerals policy, due diligence process, and information about its supply chain, including the names and locations of SORs.
The CMRT responses were evaluated for plausibility, consistency, and gaps. Based on the In-Scope Supplier's response, additional follow-up was performed, as necessary.
The response rate among In-Scope Suppliers was 88%.
Of those responding In-Scope Suppliers, 4% reported one or more of the 3TG metals as necessary to the functionality or production of the products they manufactured for the Company. Further due diligence (as described below) was undertaken to ascertain the chain and custody of the identified 3TG metals.
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| 3. | Due Diligence |
| A. | Design of Due Diligence |
The Company's due diligence measures were designed to conform, in all material respects, with the due diligence framework presented by the Organisation for Economic Co-operation and Development (OECD) in the publication OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Second Edition, OECD Publishing (OECD Guidance) and related Supplements on Tin, Tantalum, and Tungsten and on Gold.
| B. | Due Diligence Performed |
The Company performed its due diligence as follows:
Step 1: Establish a Strong Company Management System
Policies and Procedures
The Company communicated its conflict minerals policy to all In-Scope Suppliers. In addition, the Company's terms and conditions contain provisions regarding conflict minerals compliance. In-Scope Suppliers are required to comply with the conflict minerals policy and the terms and conditions.
Internal Team
As mentioned above, the Company has a conflict minerals team that manages the implementation and progress of its RCOI and due diligence efforts.
Control Systems
The Company has in place the following controls: (i) a company-wide business code of conduct that outlines expected behaviors for all Company associates, and (ii) a vendor code of conduct that outlines expected behavior and working conditions for vendors and suppliers.
Maintain Records
The Company has a records retention policy that provides that relevant materials must be preserved for appropriate periods.
Supplier Engagement
The Company utilized members of its global sourcing team and the CMT Service Provider to engage with In-Scope Suppliers on the exchange of supply chain and conflict minerals related information.
Step 2: Identify and Assess Risks in the Supply Chain
For those In-Scope Suppliers who identified the use of one or more 3TG metals in products supplied to the Company, further investigation was performed to determine the source and chain-of-custody of the 3TG, and specifically, whether the SOR of the 3TG is known or thought to be sourcing from the Covered Countries.
The following internationally accepted audit standards were relied on to determine which SORs are considered "DRC Conflict Free": the Responsible Minerals Assurance Process (RMAP), the London Bullion Market Association Good Delivery Program ("LBMA") and the Responsible Jewellery Council Chain-of-Custody Certification ("RJC").
If the SOR is not certified by an internationally-recognized scheme, additional research (internet, industry and government associations) and outreach (email and telephone) with the SOR was performed to confirm the data provided in the CMRT and to gain more information about their sourcing practices, including countries of origin and transfer, and whether there were any internal due diligence procedures in place or other processes the SORs took to track the chain-of-custody on the source of its mineral ores.
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Step 3: Design and Implement a Strategy to Respond to Risks
The CMT received regular updates on the RCOI and due diligence efforts. Findings were reported to senior management.
Where the Company determines an In-Scope Supplier is using conflict minerals in products manufactured for the Company, the Company will work with the In-Scope Supplier to ensure the minerals are sourced from registered conflict free smelters or the minerals are eliminated from use. During the Reporting Period, there were no instances that required the Company to implement risk mitigation efforts, temporarily suspend trade or disengage with a supplier for sourcing and using conflict minerals in products manufactured for the Company.
Step 4: Carry out independent third-party audit of smelter/refiner's due diligence at identified points in the supply chain
The Company does not have a direct relationship with SORs and therefore does not perform or direct audits of these entities.
Step 5: Reports on Supply Chain Due Diligence
This Conflict Minerals Report constitutes the Company's annual report on its conflict minerals due diligence. The Report is available at http://corporate.childrensplace.com in the "Corporate Overview" section under the "Investor Relations" tab and in the section entitled "Financial Info - SEC Filings."
| C. | Due Diligence Findings |
Given the Company's position in the supply chain and the CMRT responses from In-Scope Suppliers, and the RCOI and due diligence measures described above, including the Company's efforts to determine the mine or location of origin with the greatest possible specificity, the Company is unable to determine whether the 3TG present in its products originated in the Covered Countries or financed or benefited armed groups in those countries.
Product Description
The products at issue are children's apparel, accessories and footwear.
Processing Facilities
Based on the CMRT responses from In-Scope Suppliers, the attached Appendix 1 lists the SORs that may have processed the 3TG used in products manufactured for the Company.
Country of Origin
The following is a list of the countries of origin of the 3TG processed by the SORs identified in the attached Appendix 1:
| · | Belgium, Bolivia, Brazil; | |
| · | Canada, China, Democratic Republic of the Congo*, Czechia; | |
| · | Germany; |
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| · | Indonesia, Italy; | |
| · | Japan; | |
| · | Korea; | |
| · | Malaysia, Mexico; | |
| · | Netherlands; | |
| · | Peru, Philippines, Poland; | |
| · | Rwanda*; | |
| · | Singapore, South Africa, Spain, Sweden, Switzerland; | |
| · | Taiwan, Thailand; and | |
| · | United States; |
*All smelters that are known to source 3TG from Republic of the Congo or Rwanda are certified conflict free by RMAP.
Independent Private Sector Audit
For the Reporting Period, the company is not required to obtain an independent private sector audit of the Conflict Minerals Report.
| 4. | Steps to Improve Due Diligence |
The Company continues to take the following steps to improve due diligence processes in place, namely:
| · | Continue engagement with In-Scope Suppliers and direct them to information and training resources in order to improve the response rate and content of the In-Scope Suppliers CMRT responses; |
| · | Continue to require In-Scope Suppliers not to use any conflict minerals in products manufactured for the Company; and |
| · | Work with In-Scope Suppliers, if found to be providing the Company with components or materials containing minerals from sources that support conflict in the Covered Countries, to establish an alternative source of minerals that does not support such conflict. |
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Appendix 1 to Conflict Minerals Report
| Metal | Official Smelter Name |
Conformant Certifications |
Conformant Smelter |
| Gold | Umicore S.A. Business Unit Precious Metals Refining | LBMA, RMAP | YES |
| Gold | Royal Canadian Mint | LBMA, RMAP | YES |
| Gold | Heraeus Metals Hong Kong Ltd. | LBMA, RJC, RMAP | YES |
| Gold | Metalor Technologies (Hong Kong) Ltd. | LBMA, RJC, RMAP | YES |
| Gold | Metalor Technologies (Suzhou) Ltd. | LBMA, RJC, RMAP | YES |
| Gold | Shandong Gold Smelting Co., Ltd. | LBMA, RMAP | YES |
| Gold | Shandong Zh aojin Gold & Silver Refinery Co., Ltd. | LBMA, RMAP | YES |
| Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | LBMA, RMAP | YES |
| Gold | SAFINA A.S. | RMAP | YES |
| Gold | Agosi AG | LBMA, RJC, RMAP | YES |
| Gold | Aurubis AG | LBMA, RMAP | YES |
| Gold | C. Hafner GmbH + Co. KG | LBMA, RJC, RMAP | YES |
| Gold | Heimerle + Meule GmbH | LBMA, RJC, RMAP | YES |
| Gold | Heraeus Germany GmbH Co. KG | RMAP | YES |
| Gold | WIELAND Edelmetalle GmbH | RJC, RMAP | YES |
| Gold | Chimet S.p.A. | LBMA, RMAP | YES |
| Gold | Aida Chemical Industries Co., Ltd. | RMAP | YES |
| Gold | ASAHI METALFINE, Inc. | LBMA, RMAP | YES |
| Gold | Asaka Riken Co., Ltd. | RMAP | YES |
| Gold | Chugai Mining | RMAP | YES |
| Gold | Dowa | RMAP | YES |
| Gold | Eco-System Recycling Co., Ltd. East Plant | RMAP | YES |
| Gold | Ishifuku Metal Industry Co., Ltd. | LBMA, RMAP | YES |
| Gold | JX Advanced Metals Corporation | LBMA, RMAP | YES |
| Gold | Kojima Chemicals Co., Ltd. | RMAP | YES |
| Gold | Matsuda Sangyo Co., Ltd. | LBMA, RMAP | YES |
| Gold | Mitsubishi Materials Corporation | LBMA, RMAP | YES |
| Gold | Mitsui Mining and Smelting Co., Ltd. | LBMA, RMAP | YES |
| Gold | Nihon Material Co., Ltd. | LBMA, RMAP | YES |
| Gold | Ohura Precious Metal Industry Co., Ltd. | RMAP | YES |
| Gold | Sumitomo Metal Mining Co., Ltd. | LBMA, RMAP | YES |
| Gold | Tanaka Kikinzoku Kogyo K.K. | LBMA, RMAP | YES |
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| Gold | Tokuriki Honten Co., Ltd. | LBMA, RMAP | YES |
| Gold | Yamakin Co., Ltd. | RMAP | YES |
| Gold | Yokohama Metal Co., Ltd. | RMAP | YES |
| Gold | DSC (Do Sung Corporation) | RMAP | YES |
| Gold | LS MnM Inc. | LBMA, RMAP | YES |
| Gold | LT Metal Ltd. | RMAP | YES |
| Gold | Metalurgica Met-Mex Penoles S.A. De C.V. | LBMA, RMAP | YES |
| Gold | REMONDIS PMR B.V. | RMAP | YES |
| Gold | Metalor Technologies (Singapore) Pte., Ltd. | LBMA, RJC, RMAP | YES |
| Gold | Rand Refinery (Pty) Ltd. | LBMA, RMAP | YES |
| Gold | SEMPSA Joyeria Plateria S.A. | LBMA, RJC, RMAP | YES |
| Gold | Boliden Mineral AB (Ronnskar) | LBMA, RMAP | YES |
| Gold | Argor-Heraeus S.A. | LBMA, RJC, RMAP | YES |
| Gold | Metalor Technologies S.A. | LBMA, RJC, RMAP | YES |
| Gold | MKS PAMP SA | LBMA, RMAP | YES |
| Gold | Valcambi S.A. | LBMA, RJC, RMAP | YES |
| Gold | Advanced Chemical Company | RMAP | YES |
| Gold | Materion | RMAP | YES |
| Gold | Metalor USA Refining Corporation | LBMA, RJC, RMAP | YES |
| Gold | United Precious Metal Refining, Inc. | RMAP | YES |
| Tin | Aurubis Beerse | RMAP | YES |
| Tin | EM Vinto | RMAP | YES |
| Tin | Operaciones Metalurgicas S.A. | RMAP | YES |
| Tin | Fabrica Auricchio Industria e Comercio Ltda. | RMAP | YES |
| Tin | Magnu's Minerais Metais e Ligas Ltda. | RMAP | YES |
| Tin | Mineracao Taboca S.A. | RMAP | YES |
| Tin | Super Ligas | RMAP | YES |
| Tin | White Solder Metalurgia e Mineracao Ltda. | RMAP | YES |
| Tin | Chenzhou Yunxiang Mining and Metallurgy Co., Ltd. | RMAP | YES |
| Tin | Chifeng Dajingzi Tin Industry Co., Ltd. | RMAP | YES |
| Tin | China Tin Group Co., Ltd. | RMAP | YES |
| Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd. | RMAP | YES |
| Tin | Guangdong Hanhe Non-Ferrous Metal Co., Ltd. | RMAP | YES |
| Tin | Jiangxi New Nanshan Technology Ltd. | RMAP - Active | NO |
| Tin | Tin Smelting Branch of Yunnan Tin Co., Ltd. | RMAP | YES |
| Tin | Mining Minerals Resources SARL | RMAP | YES |
| Tin | PT ATD Makmur Mandiri Jaya | RMAP | YES |
| Tin | PT Bangka Prima Tin | RMAP | YES |
| Tin | PT Cipta Persada Mulia | RMAP | YES |
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| Tin | PT Mitra Stania Prima | RMAP | YES |
| Tin | PT Mitra Sukses Globalindo | RMAP | YES |
| Tin | PT Premium Tin Indonesia | RMAP | YES |
| Tin | PT Prima Timah Utama | RMAP | YES |
| Tin | PT Putera Sarana Shakti (PT PSS) | RMAP | YES |
| Tin | PT Rajehan Ariq | RMAP | YES |
| Tin | PT Timah Tbk Kundur | RMAP | YES |
| Tin | PT Timah Tbk Mentok | RMAP | YES |
| Tin | Dowa | RMAP | YES |
| Tin | Mitsubishi Materials Corporation | RMAP | YES |
| Tin | Malaysia Smelting Corporation (MSC) | NO | |
| Tin | Malaysia Smelting Corporation Berhad (Port Klang) | RMAP | YES |
| Tin | Minsur | RMAP | YES |
| Tin | O.M. Manufacturing Philippines, Inc. | RMAP | YES |
| Tin | Fenix Metals | RMAP | YES |
| Tin | Luna Smelter, Ltd. | RMAP | YES |
| Tin | Aurubis Berango | RMAP | YES |
| Tin | CRM Synergies EMEA, S.L.U. | RMAP | YES |
| Tin | Rui Da Hung | RMAP | YES |
| Tin | O.M. Manufacturing (Thailand) Co., Ltd. | RMAP | YES |
| Tin | Thaisarco | RMAP | YES |
| Tin | Alpha Assembly Solutions Inc | RMAP | YES |
| Tin | Metallic Resources, Inc. | RMAP | YES |
| Tin | Tin Technology & Refining | RMAP | YES |
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The Children's Place Inc. published this content on May 14, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 14, 2026 at 20:31 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]