Torrid Holdings (CURV) risk factors, FY2026 10-K

Torrid Holdings's FY2026 10-K, filed Mar 31, 2026, lists 46 risk factors in 5 groups. Against the prior year's 42: 11 new, 7 dropped, 13 substantially reworded.

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Risk factors listed
465 groups
New this year
11vs 42 last year
Dropped
7since the prior 10-K
Substantially reworded
13of those kept
Section length
16k wordsItem 1A

What the changes say

  • Torrid highlights escalating international tariff pressures on its apparel supply chain, particularly regarding imports from China.

What changed since the prior 10-K

New

  • New

    Torrid Holdings Inc. | FY 2025 Form 10-K | 10

    Substantial indebtedness, lease obligations, key executive dependency, and natural disasters or war could negatively impact the business.

  • NewRisks Related to Our Business

    Torrid Holdings Inc. | FY 2025 Form 10-K | 12

    Competitors with greater resources may secure better mall locations, sell similar products cheaper online, and drive up retail talent wages.

  • NewRisks Related to Our Business

    Torrid Holdings Inc. | FY 2025 Form 10-K | 14

    Store leases include early termination clauses, percentage rent, and escalating rent, which could strain cash flow if store sales decline.

  • NewRisks Related to the Manufacturing, Processing and Supply of Our Products

    Torrid Holdings Inc. | FY 2025 Form 10-K | 18

  • NewRisks Related to the Manufacturing, Processing and Supply of Our Products

    Sourcing our product receipts from various countries exposes us to risks inherent in doing business globally

    Sourcing products internationally, including approximately 19% from China in fiscal 2025, exposes the company to geopolitical and labor risks.

  • NewRisks Related to Government Regulation and Litigation

    Torrid Holdings Inc. | FY 2025 Form 10-K | 22

    New state and federal privacy regulations or browser tracking blocks could restrict behavioral advertising and online tracking effectiveness.

  • NewRisks Related to Government Regulation and Litigation

    Torrid Holdings Inc. | FY 2025 Form 10-K | 23

    Compliance with Payment Card Industry Data Security Standards via vendors may expose the company to claims and increased costs.

  • NewRisks Related to Our Indebtedness

    Torrid Holdings Inc. | FY 2025 Form 10-K | 27

    Amended Term Loan and ABL Facility covenants restrict cash flow availability for working capital and limit business flexibility.

  • NewRisks Related to Ownership of Our Common Stock

    Torrid Holdings Inc. | FY 2025 Form 10-K | 29

    Stock price may fluctuate due to analyst estimates, market trends, consumer preferences, and general economic conditions.

  • NewRisks Related to Ownership of Our Common Stock

    Torrid Holdings Inc. | FY 2025 Form 10-K | 30

    Delaware law and corporate charter provisions establish advance notice requirements that could discourage or prevent takeover attempts.

  • NewRisks Related to Ownership of Our Common Stock

    Torrid Holdings Inc. | FY 2025 Form 10-K | 31

    The Delaware Court of Chancery is designated as the sole and exclusive forum for stockholder litigation and derivative actions.

Dropped

  • DroppedRisks Related to Our Business

    there will be sufficient sources of suitable temporary personnel to meet our demand. Any such failure to meet our staffing needs or any material increases in employee turnover rates could have a material adverse effect on our business or results of operations

  • DroppedRisks Related to the Manufacturing, Processing and Supply of Our Products

    We source a significant amount of our product receipts from China, which exposes us to risks inherent in doing business there

  • DroppedRisks Related to Government Regulation and Litigation

    privacy, security, and data protection laws and regulations, or other such future privacy, security, and data protection laws and

  • DroppedRisks Related to Government Regulation and Litigation

    District Court for the Northern District of Texas issued a preliminary injunction prohibiting the order from taking effect. That

  • DroppedRisks Related to Government Regulation and Litigation

    regulatory proceedings against us could result in unexpected expenses, legal liability and injunctions against us or restrictions placed upon us, which could disrupt our operations, preclude us from selling products, or otherwise have a material adverse effect on our operations, financial results and our reputation

  • DroppedRisks Related to Ownership of Our Common Stock

    applicable stock exchange listing requirements and investors may lose confidence in our financial reporting, which could have a material adverse effect on the trading price of our stock

  • DroppedRisks Related to Ownership of Our Common Stock

    Our operations and financial performance have been affected by, and may continue to be affected by, infectious disease outbreaks

Reworded

  • 82% rewrittenRisks Related to the Manufacturing, Processing and Supply of Our Products

    The interruption of the flow of merchandise from international manufacturers could disrupt our supply chain, including as a result of the imposition of additional duties, tariffs, and other charges on imports and exports

    Updated to reflect that all U.S. imports are subject to a tariff of at least 10 percent with higher reciprocal tariffs on sourcing countries.

  • 81% rewrittenRisks Related to Our Business

    We have, and will continue to have, significant lease obligations. We are subject to risks associated with leasing substantial amounts of space, including future increases in occupancy costs and the need to generate cash flow to meet our lease obligations

    Removed specific details about store lease terms of up to ten years and early termination clauses from the heading context.

  • 78% rewrittenRisks Related to Government Regulation and Litigation

    Changes in tax laws or regulations or in our operations may impact our effective tax rate and may adversely affect our business, financial condition and results of operations

    Added a warning that major trade developments, such as disallowing tax deductions for imported merchandise, could harm liquidity.

  • 69% rewrittenRisks Related to Ownership of Our Common Stock

    Our stock price has been volatile or may decline regardless of our operating performance

    Minor formatting adjustment to bullet points regarding factors causing common stock price volatility.

  • 65% rewrittenRisks Related to Our Indebtedness

    Our indebtedness and lease obligations could adversely affect our financial flexibility and our competitive position

    Updated outstanding indebtedness under the Amended Term Loan Credit Agreement to $272.4 million as of January 31, 2026.

  • 64% rewrittenRisks Related to Government Regulation and Litigation

    Rulemaking changes and regulatory initiatives implemented by the Consumer Financial Protection Bureau (the “CFPB”) may result in adverse effects to our income streams, profitability and results of operations

    Noted that the CFPB late fee rule was vacated on April 15, 2025, and current administration actions directed a halt to most activities.

  • 62% rewrittenRisks Related to Our Business

    We could face increased competition from other brands or retailers that could adversely affect our ability to generate higher net sales and margins, as well as our ability to obtain favorable store locations

    Removed the final sentence noting that many competitors have greater financial and marketing resources available.

  • 58% rewrittenRisks Related to Government Regulation and Litigation

    There are claims made against us from time to time that can result in litigation or regulatory proceedings which could distract management from our business activities and result in significant liability

    Reordered examples of employee-related claims to list wage and hour claims first among litigation and regulatory risks.

  • 56% rewrittenRisks Related to Our Business

    We depend on key members of our executive management team and may not be able to retain or replace these individuals or recruit additional personnel, which could harm our business

  • 55% rewrittenRisks Related to Ownership of Our Common Stock

    Public health crises, war, terrorism and other catastrophic events could negatively impact our customers, places where we do business and our expenses

    Was: War, terrorism and other catastrophes could negatively impact our customers, places where we do business and our expenses

  • 55% rewrittenRisks Related to Our Business

    Our growth strategy, including our retail store optimization strategy, is dependent on a number of factors, any of which could strain our resources or delay or prevent the successful penetration into new markets

    Was: Our growth strategy is dependent on a number of factors, any of which could strain our resources or delay or prevent the successful penetration into new markets

  • 41% rewrittenRisks Related to Ownership of Our Common Stock

    Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable

  • 23% rewrittenRisks Related to Our Business

    If we are unable to successfully adapt to consumer shopping preferences and develop and maintain a relevant and reliable omni-channel experience for our customers, our financial performance and brand image could be adversely affected

All 46 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Torrid Holdings Inc. | FY 2025 Form 10-K | 10New

Risks Related to Our Business

  1. 02Our business is sensitive to consumer spending and general economic conditions, and an economic slowdown or inflationary pressures could adversely affect our financial performance
  2. 03Our business is dependent upon our ability to identify and respond to changes in customer preferences and other related factors. Our inability to identify or respond to these new trends may lead to inventory markdowns and write-offs, which could adversely affect our business and our brand image
  3. 04We could face increased competition from other brands or retailers that could adversely affect our ability to generate higher net sales and margins, as well as our ability to obtain favorable store locations62% rewritten
  4. 05Torrid Holdings Inc. | FY 2025 Form 10-K | 12New
  5. 06We rely on third parties to drive traffic to our website, and these providers may change their algorithms or pricing in ways that could negatively impact our business, operations, financial condition and prospects
  6. 07Our ability to attract customers to our physical stores that are located in shopping centers depends on the success of these shopping centers, and any decrease in customer traffic in these shopping centers could cause our net sales and profitability to be less than expected
  7. 08If we are unable to successfully adapt to consumer shopping preferences and develop and maintain a relevant and reliable omni-channel experience for our customers, our financial performance and brand image could be adversely affected23% rewritten
  8. 09Our growth strategy, including our retail store optimization strategy, is dependent on a number of factors, any of which could strain our resources or delay or prevent the successful penetration into new markets55% rewritten
  9. 10We have, and will continue to have, significant lease obligations. We are subject to risks associated with leasing substantial amounts of space, including future increases in occupancy costs and the need to generate cash flow to meet our lease obligations81% rewritten
  10. 11Torrid Holdings Inc. | FY 2025 Form 10-K | 14New
  11. 12Our failure to attract and retain employees that reflect our brand image, embody our culture and possess the appropriate skill set could adversely affect our business and our results of operations
  12. 13We depend on key members of our executive management team and may not be able to retain or replace these individuals or recruit additional personnel, which could harm our business56% rewritten
  13. 14Failure to effectively utilize information systems, implement new technologies, and manage AI-related risks could disrupt our business or reduce our sales or profitability
  14. 15Unauthorized disclosure of sensitive or confidential information, whether through a breach of our computer system or otherwise, could severely hurt our business
  15. 16Use of social media, emails and text messages may adversely impact our reputation or subject us to fines or other penalties
  16. 17We may recognize impairments on definite-lived assets

Risks Related to the Manufacturing, Processing and Supply of Our Products

  1. 18Torrid Holdings Inc. | FY 2025 Form 10-K | 18New
  2. 19The raw materials used to manufacture our products and our transportation and labor costs are subject to availability constraints and price volatility, including as a result of climate change-related governmental actions, which could result in increased costs
  3. 20The interruption of the flow of merchandise from international manufacturers could disrupt our supply chain, including as a result of the imposition of additional duties, tariffs, and other charges on imports and exports82% rewritten
  4. 21Sourcing our product receipts from various countries exposes us to risks inherent in doing business globallyNew
  5. 22We rely upon independent third-party transportation providers for substantially all our product shipments and are subject to increased shipping costs as well as the potential inability of our third-party transportation providers to deliver on a timely basis

Risks Related to Government Regulation and Litigation

  1. 23Torrid Holdings Inc. | FY 2025 Form 10-K | 22New
  2. 24Torrid Holdings Inc. | FY 2025 Form 10-K | 23New
  3. 25Rulemaking changes and regulatory initiatives implemented by the Consumer Financial Protection Bureau (the “CFPB”) may result in adverse effects to our income streams, profitability and results of operations64% rewritten
  4. 26We are subject to payment-related risks that could increase our operating costs, expose us to fraud or theft, subject us to potential liability and potentially disrupt our business
  5. 27There are claims made against us from time to time that can result in litigation or regulatory proceedings which could distract management from our business activities and result in significant liability58% rewritten
  6. 28Changes in laws, including employment laws and laws related to our merchandise, could make conducting our business more expensive or otherwise change the way we do business
  7. 29Changes in tax laws or regulations or in our operations may impact our effective tax rate and may adversely affect our business, financial condition and results of operations78% rewritten
  8. 30Government or consumer concerns about product safety could result in regulatory actions, recalls or changes to laws, which could harm our reputation, increase costs or reduce sales
  9. 31We may be unable to protect our trademarks or other intellectual property rights, which could harm our business

Risks Related to Our Indebtedness

  1. 32Our indebtedness and lease obligations could adversely affect our financial flexibility and our competitive position65% rewritten
  2. 33Torrid Holdings Inc. | FY 2025 Form 10-K | 27New
  3. 34Our indebtedness may restrict our current and future operations, which could adversely affect our ability to respond to changes in our business and to manage our operations
  4. 35In addition, we are required to maintain compliance with various financial ratios in the ABL Facility

Risks Related to Ownership of Our Common Stock

  1. 36We are a “controlled company” and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. In addition, Sycamore’s interests may conflict with our interests and the interests of other stockholders
  2. 37Our stock price has been volatile or may decline regardless of our operating performance69% rewritten
  3. 38Torrid Holdings Inc. | FY 2025 Form 10-K | 29New
  4. 39Sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares
  5. 40Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable41% rewritten
  6. 41Torrid Holdings Inc. | FY 2025 Form 10-K | 30New
  7. 42We have never declared nor paid any cash dividends
  8. 43Torrid Holdings Inc. | FY 2025 Form 10-K | 31New
  9. 44If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline
  10. 45The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified Board members
  11. 46Public health crises, war, terrorism and other catastrophic events could negatively impact our customers, places where we do business and our expenses55% rewritten

Other Torrid Holdings 10-Ks

  • FY2025 10-K risk factors
    42 risks

    Torrid Holdings faces material supply chain concentration risk, with 48.5% of products sourced from China in fiscal year 2024. Operations are heavily dependent on mall traffic, digital ad algorithms, and consumer spending on plus-size apparel. Significant lease, debt, and credit facility obligations restrict financial flexibility while Sycamore Partners maintains controlled company status.

    Filed Apr 01, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.