thi-20251101

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 1, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from to

Commission File Number 001-40571

TORRID HOLDINGS INC.

(Exact name of registrant as specified in its charter)


Delaware						84-3517567
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)
18501 East San Jose Avenue City of Industry, California (Address of principal executive offices)						91748 (Zip Code)

(626) 667-1002

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.01 per share

CURV

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of December 1, 2025, there were approximately 99,196,942 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS


		PAGE
	PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Comprehensive (Lo ss) Income	3
	Condensed Consolidated Statements of Stockholders’ Deficit	4
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30
	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
	SIGNATURES

Table of Contents

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the quarterly period ended November 1, 2025 (the “Form 10-Q”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in this Form 10-Q are forward-looking statements. Forward-looking statements reflect our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning (including their negative counterparts or other various or comparable terminology). For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

•changes in consumer spending and general economic conditions;

•the negative impact on our revenue and profitability as a result of the imposition of new or increased duties or tariffs on goods from the countries where we manufacture our merchandise which, among other things, could limit our ability to manufacture products in cost-effective countries and require us to absorb costs or pass costs onto customers;

•the interruption of the flow of merchandise from international manufacturers;

•the negative impact on interest expense as a result of high interest rates;

•inflationary pressures with respect to labor and raw materials and global supply chain constraints that could increase our expenses;

•the adverse impact of rulemaking changes implemented by the Consumer Financial Protection Bureau on our income streams, profitability and results of operations;

•our ability to identify and respond to new and changing product trends, customer preferences and other related factors;

•our dependence on a strong brand image;

•increased competition from other brands and retailers;

•our reliance on third parties to drive traffic to our website;

•the success of the shopping centers in which our stores are located;

•our ability to adapt to consumer shopping preferences and develop and maintain a relevant and reliable omni-channel experience for our customers;

•our dependence upon independent third parties for the manufacture of all of our merchandise;

•availability constraints and price volatility in the raw materials used to manufacture our products;

•our sourcing a significant amount of our products from China;

•shortages of inventory, delayed shipments to our e-Commerce customers and harm to our reputation due to difficulties or shut-down of our distribution facility;

•our reliance upon independent third-party transportation providers for substantially all of our product shipments;

•our growth strategy, including our retail store optimization strategy;

•our failure to attract and retain employees that reflect our brand image, embody our culture and possess the appropriate skill set;

•damage to our reputation arising from our use of social media, email and text messages;

•our reliance on third parties for the provision of certain services, including real estate management;

Table of Contents

•our dependence upon key members of our executive management team;

•our reliance on information systems;

•system security risk issues that could disrupt our internal operations or information technology services;

•unauthorized disclosure of sensitive or confidential information, whether through a breach of our computer system, third-party computer systems we rely on, or otherwise;

•our failure to comply with federal and state laws and regulations and industry standards relating to privacy, data protection, advertising and consumer protection;

•payment-related risks that could increase our operating costs or subject us to potential liability;

•claims made against us resulting in litigation;

•changes in laws and regulations applicable to our business;

•regulatory actions or recalls arising from issues with product safety;

•our inability to protect our trademarks or other intellectual property rights;

•our substantial indebtedness and lease obligations;

•restrictions imposed by our indebtedness on our current and future operations;

•changes in tax laws or regulations or in our operations that may impact our effective tax rate;

•the possibility that we may recognize impairments of definite-lived assets;

•our failure to maintain adequate internal control over financial reporting; and

•the threat of war, terrorism or other catastrophes, including natural disasters, that could negatively impact our business.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the effect of known factors, and, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025 filed with the Securities and Exchange Commission (“SEC”) on April 1, 2025 (the “2024 Form 10-K”) and in our other filings with the SEC and public communications. All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other filings with the SEC and public communications. You should evaluate all forward-looking statements made in this Form 10-Q in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not include all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the outcomes or affect us or our operations in the way we expect. The forward-looking statements included in this Form 10-Q are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except to the extent required by law.

Investors and others should note that we may announce material information to our investors using our investor relations website (https://investors.torrid.com), SEC filings, press releases, public conference calls and webcasts. We use these channels, as well as social media, to communicate with our investors and the public about our company, our business and other issues. It is possible that the information that we post on social media could be deemed to be material information. We therefore encourage investors to visit these websites from time to time. The information contained on such websites and social media posts is not incorporated by reference into this filing. Further, our references to website URLs in this filing are intended to be inactive textual references only.

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Torrid Holdings Inc. | Q3 2025 Form 10-Q | 1

Table of Contents

TORRID HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except share and per share data)


	November 1, 2025		February 1, 2025
Assets
Current assets:
Cash and cash equivalents	$	17,213	$	48,523
Restricted cash	399		399
Inventory	128,817		148,493
Prepaid expenses and other current assets	27,102		24,507
Prepaid income taxes	15,135		4,244
Total current assets	188,666		226,166
Property and equipment, net	58,305		77,669
Operating lease right-of-use assets	113,280		140,651
Deposits and other noncurrent assets	20,408		18,935
Deferred tax assets	13,877		16,620
Intangible asset	8,400		8,400
Total assets	$	402,936	$	488,441
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	66,010	$	72,378
Accrued and other current liabilities	98,888		125,743
Operating lease liabilities	32,712		40,505

Borrowings under credit facility	14,870		—
Current portion of term loan	16,144		16,144
Due to related parties	3,421		8,362
Income taxes payable	713		—
Total current liabilities	232,758		263,132
Noncurrent operating lease liabilities	107,206		134,481
Noncurrent debt, net	260,300		272,409
Deferred compensation	3,926		3,913
Other noncurrent liabilities	5,261		5,595

Total liabilities	609,451		679,530
Commitments and contingencies (Note 9)
Stockholders’ Deficit:
Preferred shares: $0.01 par value; 5,000,000 shares authorized; no shares issued and outstanding at November 1, 2025 and February 1, 2025	—		—
Common shares: $0.01 par value; 1,000,000,000 shares authorized; 105,227,850 and 99,196,942 shares issued and outstanding, respectively, at November 1, 2025; 104,859,266 shares issued and outstanding at February 1, 2025	1,053		1,049
Additional paid-in capital	143,573		140,029
Accumulated deficit	(330,188)		(331,269)
Accumulated other comprehensive loss	(668)		(898)
Common shares in treasury, at cost: 6,030,908 shares at November 1, 2025; no shares at February 1, 2025	(20,285)		—
Total stockholders’ deficit	(206,515)		(191,089)
Total liabilities and stockholders’ deficit	$	402,936	$	488,441

The accompanying notes are an integral part of these condensed consolidated financial statements.

Torrid Holdings Inc. | Q3 2025 Form 10-Q | 2

Table of Contents

TORRID HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(UNAUDITED)

(In thousands, except per share data)


	Three Months Ended				Nine Months Ended
	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Net sales	$	235,153	$	263,766	$	763,924	$	828,175
Cost of goods sold	152,977		168,609		486,858		507,339
Gross profit	82,176		95,157		277,066		320,836
Selling, general and administrative expenses	66,256		74,899		206,783		228,203
Marketing expenses	15,715		13,056		43,891		38,875
Income from operations	205		7,202		26,392		53,758
Interest expense	7,906		8,784		24,186		27,303
Interest income, net of other expense (income)	259		(362)		(460)		(376)
(Loss) income before income taxes	(7,960)		(1,220)		2,666		26,831
(Benefit from) provision for income taxes	(1,534)		(26)		1,585		7,525
Net (loss) income	$	(6,426)	$	(1,194)	$	1,081	$	19,306

Net (loss) earnings per share:
Basic	$	(0.06)	$	(0.01)	$	0.01	$	0.18
Diluted	$	(0.06)	$	(0.01)	$	0.01	$	0.18
Weighted average number of shares:
Basic	99,161		104,698		102,181		104,489
Diluted	99,161		104,698		102,651		105,679

Other comprehensive (loss) income:
Foreign currency translation adjustment	(161)		(86)		230		(273)
Total other comprehensive (loss) income	(161)		(86)		230		(273)
Comprehensive (loss) income	$	(6,587)	$	(1,280)	$	1,311	$	19,033

The accompanying notes are an integral part of these condensed consolidated financial statements.

Torrid Holdings Inc. | Q3 2025 Form 10-Q | 3

Table of Contents

TORRID HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

(In thousands)


	Nine Months Ended November 1, 2025
	Common Shares			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Shares			Total Stockholders’ Deficit
	Shares	Amount								Shares	Amount
Balance at February 1, 2025	104,860	$	1,049	$	140,029	$	(331,269)	$	(898)	—	$	—	$	(191,089)
Net income	—	—		—		5,940		—		—	—		5,940
Issuance of common shares and withholding tax payments related to vesting of restricted stock awards and restricted stock units	134	1		(321)		—		—		—	—		(320)
Issuance of common shares related to exercise of non qualified stock options	7	—		20		—		—		—	—		20

Share-based compensation	—	—		1,253		—		—		—	—		1,253
Other comprehensive income	—	—		—		—		375		—	—		375
Balance at May 3, 2025	105,001	1,050		140,981		(325,329)		(523)		—	—		(183,821)
Net income	—	—		—		1,567		—		—	—		1,567
Issuance of common shares and withholding tax payments related to vesting of restricted stock awards and restricted stock units	87	1		(119)		—		—		—	—		(118)

Issuance of common stock related to employee stock purchase plan	69	1		172		—		—		—	—		173
Share-based compensation	—	—		1,352		—		—		—	—		1,352
Purchase of common stock, including excise tax	(6,031)	—		—		—		—		6,031	(20,285)		(20,285)
Other comprehensive income	—	—		—		—		16		—	—		16
Balance at August 2, 2025	99,126	1,052		142,386		(323,762)		(507)		6,031	(20,285)		(201,116)
Net loss	—	—		—		(6,426)		—		—	—		(6,426)
Issuance of common shares and withholding tax payments related to vesting of restricted stock awards and restricted stock units	71	1		(64)		—		—		—	—		(63)


Share-based compensation	—	—		1,251		—		—		—	—		1,251

Other comprehensive loss	—	—		—		—		(161)		—	—		(161)
Balance at November 1, 2025	99,197	$	1,053	$	143,573	$	(330,188)	$	(668)	6,031	$	(20,285)	$	(206,515)

Torrid Holdings Inc. | Q3 2025 Form 10-Q | 4

Table of Contents

TORRID HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (CONTINUED)

(UNAUDITED)

(In thousands)


	Nine Months Ended November 2, 2024
	Common Shares			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Shares			Total Stockholders’ Deficit
	Shares	Amount								Shares	Amount
Balance at February 3, 2024	104,205	$	1,043	$	135,140	$	(347,587)	$	(313)	—	$	—	$	(211,717)
Net income	—	—		—		12,172		—		—	—		12,172
Issuance of common shares and withholding tax payments related to vesting of restricted stock awards and restricted stock units	141	1		(297)		—		—		—	—		(296)
Share-based compensation	—	—		1,290		—		—		—	—		1,290
Other comprehensive loss	—	—		—		—		(89)		—	—		(89)
Balance at May 4, 2024	104,346	1,044		136,133		(335,415)		(402)		—	—		(198,640)
Net income	—	—		—		8,328		—		—	—		8,328
Issuance of common shares and withholding tax payments related to vesting of restricted stock awards and restricted stock units	184	2		(125)		—		—		—	—		(123)
Issuance of common shares related to exercise of stock options	60	1		233		—		—		—	—		234
Issuance of common shares related to employee stock purchase plan	47	1		230		—		—		—	—

SEC Form 10-Q filed by Torrid Holdings Inc.