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Torrid

Logo: Image from http://img.hottopic.com/is/image/HotTopic/torridlogo?fmt=png-alpha, Non-free logo, via Wikipedia6

American retail chain

Torrid Holdings Inc. is an American women's retail chain formerly owned by Hot Topic. While it is still owned by Sycamore Partners, owners of Hot Topic, in 2015, the company branched off to become Torrid, LLC. The store offers plus-size clothing and accessories for women size 10-30.3 Its shares trade on NYSE under the symbol CURV.1 Wikipedia text CC BY-SA 4.0

$2.44 up 0.06 (2.52%)Price as of Oct 15, 2026 at 17:33 UTC

Last updated Oct 21, 2026.

Overview

$1.0BRevenue, fiscal 20267
-$7.0MNet income, fiscal 20267
2001Founded1

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  • TickerCURV on NYSE1
  • Industryclothing industry, retail1
  • HeadquartersCity of Industry1
  • Websitewww.torrid.com
  • Business address18501 E. San Jose Avenue, City Of Industry, Ca 917488
  • Filer categoryAccelerated filer, Smaller reporting company8
  • Legal formLimited Liability Company4
  • LEI254900PHLV1YJ5P5SQ694
  • StatusActive4
  • LEI statusLapsed (not renewed)4
  • Registered addressC/O CSC - LAWYERS INCORPORATING SERVICE, 91748 Sacramento, United States4
  • Registered withSecretary of State, 2015092100294

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Torrid Holdings Inc. is an American women's retail chain formerly owned by Hot Topic. While it is still owned by Sycamore Partners, owners of Hot Topic, in 2015, the company branched off to become Torrid, LLC. The store offers plus-size clothing and accessories for women size 10-30. Torrid began operations in April 2001.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

34.8%Gross margin7
2.1%Operating margin7
-0.7%Net margin7
-9.4%Revenue growth, 20267
-$21.9MFree cash flow7

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Apparel brought in 91% of the revenue Torrid broke down this way in fiscal 2026.

  1. Apparel$913.5M791%down 8% from 2025
  2. Non-apparel$52.9M75%down 36% from 2025
  3. Other$33.7M73%up 5% from 2025
  4. Gift Cards$700.0K70%down 12% from 2025
Products and services by year
Products and services202420252026
Apparel$1.0B$989.2M$913.5M
Non-apparel$93.5M$82.5M$52.9M
Other$34.0M$32.0M$33.7M
Gift Cards$900.0K$800.0K$700.0K

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue65¢$652.1M
  • Selling, general and admin27¢$269.2M
  • Other costs8¢$76.3M
  • Income tax0¢$2.5M

Out of $1.0B in revenue.7 The company lost money this year.

Financial statements

Revenue1011127$1.0B in 2026−4% since 2020
0$500.0M$1.0B$1.5B2020: $1.0B$1.0B20202021: $984.2M$984.2M2021−5%2022: $1.3B$1.3B2022+32%2023: $1.3B$1.3B2023−1%2024: $1.2B$1.2B2024−11%2025: $1.1B$1.1B2025−4%2026: $1.0B$1.0B2026−9%
Gross profit1011127$348.0M in 2026−12% since 2020
0$200.0M$400.0M$600.0M2020: $396.1M$396.1M20202021: $341.0M$341.0M2021−14%2022: $537.4M$537.4M2022+58%2023: $459.5M$459.5M2023−14%2024: $406.0M$406.0M2024−12%2025: $413.5M$413.5M2025+2%2026: $348.0M$348.0M2026−16%
Operating income1011127$21.4M in 2026−72% since 2020
0$50.0M$100.0M$150.0M2020: $77.0M$77.0M20202021: $56.8M$56.8M2021−26%2022: $45.4M$45.4M2022−20%2023: $101.6M$101.6M2023+124%2024: $57.1M$57.1M2024−44%2025: $57.2M$57.2M2025+0%2026: $21.4M$21.4M2026−63%
Net income101113127-$7.0M in 2026
-$50.0M-$25.0M0$25.0M$50.0M$75.0M2020: $41.9M$41.9M20202021: $24.5M$24.5M2021−41%2022: -$29.9M-$29.9M20222023: $50.2M$50.2M20232024: $11.6M$11.6M2024−77%2025: $16.3M$16.3M2025+40%2026: -$7.0M-$7.0M2026

Every line of the income statement as filed: the last 3 fiscal years, latest first.7

Period ending2026-01-312025-01-312024-01-31
Net sales$1.0B$1.1B$1.2B
Cost of goods sold$652.1M$690.3M$746.0M
Gross profit$348.0M$413.5M$406.0M
Selling, general and administrative expenses$269.2M$302.0M$293.3M
Marketing expenses$57.4M$54.2M$55.5M
Income from operations$21.4M$57.2M$57.1M
Interest expense$31.8M$35.6M$39.2M
Interest income, net of other (income) expense-$882.0K-$28.0K-$90.0K
(Loss) income before (benefit from) provision for income taxes-$9.6M$21.6M$18.0M
(Benefit from) provision for income taxes-$2.5M$5.3M$6.4M
Net (loss) income-$7.0M$16.3M$11.6M
Basic (in USD per share)-$0.07$0.16$0.11
Diluted (in USD per share)-$0.07$0.15$0.11
Basic (in shares)101.4M shares104.6M shares104.0M shares
Diluted (in shares)101.4M shares105.7M shares104.4M shares
Foreign currency translation adjustment$292.0K-$585.0K-$52.0K
Total other comprehensive income (loss)$292.0K-$585.0K-$52.0K
Comprehensive (loss) income-$6.7M$15.7M$11.6M

Compare Torrid with another company

Corporate structure

Torrid sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Torrid

  • Torrid City Of Industry, California, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Torrid reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$269.4M7 Jan 31, 2026$323.2M7 Feb 1, 2025−16.6%
Accumulated depreciation$217.8M7 Jan 31, 2026$245.6M7 Feb 1, 2025−11.3%
Property and equipment, net$51.6M7 Jan 31, 2026$77.7M7 Feb 1, 2025−33.5%
Operating-lease assets (leased space)$108.2M7 Jan 31, 2026$140.7M7 Feb 1, 2025−23.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$20.0M7 Jan 31, 2026$48.5M7 Feb 1, 2025−58.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$8.4M7 Jan 31, 2026$8.4M7 Feb 1, 20250%
Indefinite-lived intangibles (excluding goodwill)$8.4M7 Jan 31, 2026$8.4M7 Feb 1, 20250%

Inventory

ItemLatestA year beforeChange
Inventory, total$136.5M7 Jan 31, 2026$148.5M7 Feb 1, 2025−8.1%

Properties, in its own words

We are headquartered in City of Industry, California. Our principal executive offices are leased under a lease agreement expiring in 2027, with an option to renew thereafter. We lease a 750,000 square foot distribution facility located in West Jefferson, Ohio. The lease agreement expires in 2030, with options to renew thereafter. We do not own any real property.

As of January 31, 2026, we operated 483 stores in 50 U.S. states, Puerto Rico and Canada. Our stores are located primarily in premium malls, strip centers, lifestyle centers or outlet locations. They perform consistently across all formats because, we believe, our stores serve as a shopping destination for our customers and are therefore less dependent on broader traffic trends. The average size of our stores is approximately 3,200 square feet. All of our stores are leased from third parties, and we expect new leases to have initial terms of eight years based on current discussions. A majority of our store leases, including all new leases signed since fiscal year 2013 include performance-based early termination provisions or “kickout” clauses. These clauses provide us the contractual flexibility to exit a store or renegotiate rent in the event a store’s performance deteriorates. Substantially all of our current leases will have a termination or kickout within three years of the end of fiscal year 2025, providing us with significant flexibility. The average remaining lease term was 2.4 years as of January 31, 2026, before the assumed benefit of kickout clauses. Assuming termination of each lease at the earlier of its first available kickout date or full term, the average remaining lease term was 1.7 years as of January 31, 2026. Substantially all of our store leases also include early termination provisions based on co-tenancy requirements for the shopping center. As of January 31, 2026, 13% of our total leases were on variable rent structures, providing additional flexibility to our store fleet going forward. A number of our leases have built-in options to extend our tenancy for periods of up to five years.

The rest of Item 2

Generally, store leases contain standard provisions concerning the payment of rent, events of default and the rights and obligations of each party. Rent due under the leases is generally comprised of annual base rent and sometimes includes a contingent rent payment based on the store’s sales in excess of a specified threshold. The leases also generally require us to pay real estate taxes, insurance and certain common area costs. We renegotiate with landlords to obtain more favorable terms as opportunities arise.

The table below sets forth the number of Torrid stores by U.S. state or territory or Canadian province that we operated as of January 31, 2026.

U.S. State/Territory · Numberof Stores · U.S. State/Territory · Numberof Stores · U.S. State/Territory · Numberof Stores

AK · 2 · ME · 2 · SC · 5

AL · 5 · MI · 13 · SD · 2

AR · 6 · MN · 10 · TN · 12

AZ · 13 · MO · 7 · TX · 45

CA · 49 · MS · 2 · UT · 5

CO · 8 · MT · 2 · VA · 14

CT · 3 · NC · 13 · VT · 1

DE · 2 · ND · 3 · WA · 13

FL · 27 · NE · 2 · WI · 12

GA · 11 · NH · 5 · WV · 2

HI · 3 · NJ · 6 · WY · 1

IA · 5 · NM · 5

ID · 3 · NV · 6 · Canadian Province · Number of Stores

IL · 9 · NY · 11

IN · 12 · OH · 20 · CAN-AB · 10

KS · 3 · OK · 6 · CAN-BC · 5

KY · 6 · OR · 7 · CAN-MB · 3

LA · 3 · PA · 21 · CAN-NB · 2

MA · 7 · PR · 3 · CAN-NL · 1

MD · 5 · RI · 1 · CAN-NS · 3

CAN-ON · 18

CAN-SK · 2

Item 2 of the 10-K filed Mar 31, 2026.16

The story

Torrid opened its first story on April 18, 2001, in the Brea Mall in Brea, California, with plans to open additional stores in San Diego, Denver, Omaha, Boston, and Annapolis. In August 2015, the chain expanded internationally when it opened a store in Toronto, Canada.

Torrid initially filed an IPO in 2017, but ultimately chose to withdraw it. In 2018, the chain launched a lingerie collection alongside model Tara Lynn.

In July 2021, the company went public on the New York Stock Exchange, under the symbol CURV. It had 608 stores at the time.

By 2024, Torrid had over 650 stores in operation across all states in the United States and some regions of Canada. In June 2025, it was announced that Torrid would close 180 of its stores, roughly 30% of its retail footprint. Several factors ultimately prompted Torrid to move forward with this decision, including over half of its retail leases expiring this year, and Q1 2025 reports showed that over 60% of its sales were online. Store count was further reduced to 457 by September 2026.

From Wikipedia’s article on Torrid Holdings, shared under CC BY-SA 4.0.9

Leadership

Who has led Torrid, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Elizabeth Munoz2021–2022
  2. Lisa M. Harper2022–now

Chief financial officer

  1. George Wehlitz2021

Chief operating officer

  1. Michael Robert Salmon2021–2022
  2. Hyon C. Park2024–now
20052010201520202025
Board members and other officers (17)

Products and brands

  • plus-size clothing

Listed on Wikidata.1

Products

The store's clothing styles are aimed at women. In 2005, Torrid expanded its merchandise selection to include styles distinct from its parent company, Hot Topic. Torrid sells accessories, shoes, jewelry, novelty tee shirts, fashion tops, pants, Capri pants, shorts, skirts, dresses, outerwear, intimate apparel, hosiery, gifts, and beauty products.

Models

In February 2014, Georgina Burke was named the first face of Torrid and signed a one-year contract. In December 2014, Philomena Kwao was signed as a second face of Torrid.

In 2015, Torrid launched their first public casting call and model search, inviting customers to apply and audition to become the next face of Torrid. Over 14,000 people auditioned, with the winner being Lyanna Lynette. Torrid held model searches until 2019 and recently restarted it again in 2024 kicking off the model search in April 2024

Torrid held its first fashion show at New York Fashion Week in September 2017.

From Wikipedia’s article on Torrid Holdings, shared under CC BY-SA 4.0.9

Timeline

  1. Sep 3, 20268-K Results of operations38
  2. Jun 4, 20268-K Results of operations39
  3. Jun 3, 20268-K Shareholder vote40
  4. Apr 3, 20268-K Executive or director change41
  5. Mar 19, 20268-K Results of operations42
  6. Dec 3, 20258-K Results of operations43
  7. Sep 4, 20258-K Results of operations44
  8. Aug 4, 20258-K Entered a material agreement; New debt or obligation45
  9. Jun 26, 20258-K Other events46
  10. Jun 24, 20258-K Entered a material agreement; Regulation FD disclosure47
  11. Jun 5, 20258-K Shareholder vote48
  12. Jun 5, 20258-K Results of operations49
  13. May 5, 2022New chief executive Lisa M. Harper becomes CEO17
  14. Jun 30, 2021New chief executive Elizabeth Munoz becomes CEO18
  15. 2001Founded Founded1

Calendar

Coming up

  1. Dec 2, 2026Reports results for the quarter ending Oct/2026 A year earlier it reported ($0.06) a share, on Dec 3, 2025.50

When it reported results

  1. Sep 3, 2026Reported quarterly or annual results38
  2. Jun 4, 2026Reported quarterly or annual results39
  3. Mar 19, 2026Reported quarterly or annual results42
  4. Dec 3, 2025Reported quarterly or annual results43
  5. Sep 4, 2025Reported quarterly or annual results44
  6. Jun 5, 2025Reported quarterly or annual results49
  7. Mar 20, 2025Reported quarterly or annual results51
  8. Dec 3, 2024Reported quarterly or annual results52

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

290 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 46 major events, 179 insider forms, 9 large holders, 36 other. The latest 20:

  1. Oct 5, 20264 EDGAR
  2. Sep 10, 202610-Q EDGAR
  3. Sep 4, 20264 EDGAR
  4. Sep 3, 20268-K EDGAR
  5. Aug 25, 20264 EDGAR
  6. Aug 14, 2026SCHEDULE 13G/A EDGAR
  7. Jul 17, 20264 EDGAR
  8. Jul 16, 2026144 EDGAR
  9. Jul 6, 20264 EDGAR
  10. Jul 6, 20264 EDGAR
  11. Jul 6, 20264 EDGAR
  12. Jun 11, 202610-Q EDGAR
  13. Jun 4, 20268-K EDGAR
  14. Jun 3, 20268-K EDGAR
  15. Jun 3, 20264 EDGAR
  16. Jun 3, 20264 EDGAR
  17. Jun 3, 20264 EDGAR
  18. May 7, 20264 EDGAR
  19. Apr 20, 2026ARS EDGAR
  20. Apr 20, 2026DEFA14A EDGAR

The 290 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

24 open-market trades by officers, directors and large owners since October 2021: 3 buys and 21 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 2, 2026Wheeler AshleeChief Commercial OfficerSale1,951$2.27$4.4KForm 4
Jul 16, 2026Abaelu ChinweSee RemarksSale25,401$2.17$55.0KForm 4
Apr 14, 2026Dempsey PaulaChief Financial OfficerSale42,785$2.06$88.1KForm 4
Apr 13, 2026Wheeler AshleeChief Commercial OfficerSale30,013$1.98$59.4KForm 4
Dec 3, 2025Fund 1 Investments, LLC10% ownerSale25,000$1.31$32.8KForm 4
Sep 23, 2025Wheeler AshleeChief Commercial OfficerSale16,959$1.78$30.2KForm 4
Sep 23, 2025Dempsey PaulaChief Financial OfficerSale26,000$1.76$45.8KForm 4
Jul 3, 2025Pleasant Lake Partners LLC10% ownerSale250,000$2.74$685.0KForm 4
Jul 2, 2025Pleasant Lake Partners LLC10% ownerSale257,833$2.73$703.9KForm 4
Jul 1, 2025Pleasant Lake Partners LLC10% ownerSale110,423$2.82$311.5KForm 4
Jun 27, 2025PLP Funds Master Fund LP10% ownerBuy8,500$3.20$27.2KForm 4
Jun 26, 2025HARPER LISA MChief Executive OfficerSale350,000$3.32$1.2MForm 4
Jun 26, 2025Sycamore Partners Torrid, L.L.C.10% ownerSale15,680,908$3.32$52.1MForm 4
Apr 8, 2025Killion TheoDirectorSale26,483$4.76$126.1KForm 4
Sep 19, 2024Sycamore Partners Associates Co-Invest, L.P.10% ownerSale1,092,442$3.80$4.2MForm 4
Sep 19, 2024Munoz ElizabethChief Creative OfficerSale28,228$3.80$107.3KForm 4
Sep 19, 2024HARPER LISA MChief Executive OfficerSale74,713$3.80$283.9KForm 4
Sep 13, 2024Sycamore Partners, L.P.10% ownerSale7,282,942$3.80$27.7MForm 4
Sep 13, 2024HARPER LISA MChief Executive OfficerSale498,087$3.80$1.9MForm 4
Sep 13, 2024Munoz ElizabethChief Creative OfficerSale188,189$3.80$715.1KForm 4

All 24 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Lisa M. Harper66$1.0M$2.5M57
2025Laura Willensky$731.8K$2.4M57
2025Hyon C. Park53$700.0K$1.1M57
2025Ashlee R. Wheeler41$565.7K$946.9K57
2024Chief Executive Officer$1.0M$3.9M57
2024Executive VicePresident and Chief Operating Officer and Chief Technology Officer$667.9K$1.7M57
2024Former Executive VicePresident and Former Chief Merchandising Officer - Apparel and Accessories$181.7K$1.1M57

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 90. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Sycamore Partners Management, L.P.58,295,694$109.0M99.4%No change
Fund 1 Investments, LLC9,847,478$18.4M3.2%+119,433
Nomura Holdings Inc5,082,272$9.5M0.0%−500,017
Healthcare Of Ontario Pension Plan Trust Fund2,000,000$3.7M0.0%No change
BlackRock, Inc.1,917,282$3.6M0.0%+151,726
Vanguard Capital Management LLC1,379,474$2.6M0.0%+43,212
Morgan Stanley956,529$1.8M0.0%+926,614
Shay Capital LLC684,359$1.3M0.1%+489,947
Geode Capital Management, LLC665,130$1.2M0.0%+41,015
Aqr Capital Management LLC472,948$884.4K0.0%+258,652
Bank Of America Corp /de/459,366$859.0K0.0%−171,895
Goldman Sachs Group Inc409,422$765.6K0.0%+20,301
MUFG Securities EMEA plc400,000$748.0K0.0%New
State Street Corp345,405$645.9K0.0%−408
Two Sigma Investments, LP322,649$603.4K0.0%+70,959
Citadel Advisors LLC319,793$598.0K0.0%+283,198
Vanguard Portfolio Management LLC234,631$438.8K0.0%+37,171
Northern Trust Corp226,178$423.0K0.0%+7,777
UBS Group AG188,418$352.3K0.0%+183,481
Charles Schwab Investment Management Inc182,674$341.6K0.0%−1,644
Jb Capital Partners LP150,000$280.5K0.0%No change
Vanguard Fiduciary Trust Co128,234$239.8K0.0%+15,855
Ing Groep Nv100,000$187.0K0.0%No change
Bridgeway Capital Management, LLC95,900$179.3K0.0%+10,000
CIBC Bancorp USA Inc.76,896$143.8K0.0%−174,803

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Torrid is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARTorrid Holdings Inc.2
  • CIK0001792781
  • Employer ID (EIN)84-351756716
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; not a shell company16
  • Incorporated inDelaware16
  • Fiscal year endsJanuary 312
  • Industry code (SIC)5600 Retail-Apparel & Accessory Stores2
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance2
  • Business address18501 E. San Jose Avenue, City Of Industry, CA 917482
  • Phone626-667-10022
  • Shares outstanding99,719,435 as of Sep 1, 202615
  • Public float$89.0M as of Aug 1, 202516
  • AuditorPricewaterhouseCoopers LLP, Los Angeles, California PCAOB ID 238; it also attests to the company’s internal control over financial reporting16
  • On EDGAR sinceMar 9, 20202
  • Filings339 in all: 4 (180), 8-K (49), 3 (21), 10-Q (16), 144 (7), DEFA14A (6), UPLOAD (6), 10-K (5)2
    All 30 form types

    CORRESP (5), DEF 14A (5), 424B7 (4), ARS (4), SCHEDULE 13G/A (4), DRS/A (3), DRSLTR (3), SC 13G (3), EFFECT (2), FWP (2), S-1/A (2), S-8 (2), 4/A (1), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), S-1 (1), S-1MEF (1), S-3 (1), SC 13G/A (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Sep 10, 2026
    Proxy statement (DEF 14A) Apr 20, 2026
    Latest 8-K (8-K) Sep 3, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.01 per shareCURVNew York Stock Exchange

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).16

Risk factors and legal proceedings

The risks Torrid names in Item 1A of its 10-K filed Mar 31, 2026: 42 risks under these headings, as written.16

  • Risks Related to Our Business
  • Our business is sensitive to consumer spending and general economic conditions, and an economic slowdown or inflationary pressures could adversely affect our financial performance.
  • Our 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.
  • Our business depends in part on a strong brand image, and if we are not able to maintain and enhance our brand, particularly among our target segment and in new markets where we have limited brand recognition, we may be unable to attract sufficient numbers of customers to our stores or sell sufficient quantities of our products.
  • 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.
  • We 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.
  • Our 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.
  • 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.
  • 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.
  • 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.
  • Our 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.
  • 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.
The other 31 risks
  • We rely on third parties to provide us with certain key services for our business. If any of these third parties fails to perform their obligations to us or declines to provide services to us in the future, we may suffer a disruption to our business. Furthermore, we may be unable to provide these services or implement substitute arrangements on a timely basis on terms favorable to us.
  • Failure to effectively utilize information systems, implement new technologies, and manage AI-related risks could disrupt our business or reduce our sales or profitability.
  • Unauthorized disclosure of sensitive or confidential information, whether through a breach of our computer system or otherwise, could severely hurt our business.
  • Use of social media, emails and text messages may adversely impact our reputation or subject us to fines or other penalties.
  • We may recognize impairments on definite-lived assets.
  • Risks Related to the Manufacturing, Processing and Supply of Our Products
  • We do not own or operate any manufacturing facilities and therefore depend upon third parties for the manufacture of all of our merchandise. The inability of a manufacturer to ship goods on time and to our specifications, or to operate in compliance with our guidelines or any other applicable laws, could negatively impact our business.
  • The 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.
  • 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.
  • Sourcing our product receipts from various countries exposes us to risks inherent in doing business globally.
  • If our distribution facility were to encounter difficulties or if it were to shut down for any reason, we could face shortages of inventory in our stores, delayed shipments to our e-Commerce customers and harm to our reputation. Any of these issues, as well as loss of the use of our corporate offices due to natural disasters, public health issues or otherwise could have a material adverse effect on our business operations.
  • We 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
  • Failure to comply with foreign and domestic laws and regulations and industry standards relating to privacy, data protection, advertising and consumer protection, or the expansion of current or the enactment of new laws, regulations or industry standards relating to privacy, data protection, advertising and consumer protection, could adversely affect our business, financial condition, and results of operations.
  • 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.
  • We 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.
  • 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.
  • Changes 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.
  • 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.
  • Government 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.
  • We may be unable to protect our trademarks or other intellectual property rights, which could harm our business.
  • Risks Related to Our Indebtedness
  • Our indebtedness and lease obligations could adversely affect our financial flexibility and our competitive position.
  • Our 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.
  • Risks Related to Ownership of Our Common Stock
  • We 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.
  • Our stock price has been volatile or may decline regardless of our operating performance.
  • Sales of substantial amounts of our common stock, or the perception in the public markets that these sales may occur, may depress our stock price.
  • Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.
  • We have never declared nor paid any cash dividends.
  • If we are unable to design, implement and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), we may not be able to report our financial results in a timely and reliable manner, which could have a material adverse effect on our business and stock price.
  • Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or the Company’s directors, officers or other employees.
  • If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
  • General Risk Factors
  • The 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.
  • Public health crises, war, terrorism and other catastrophic events could negatively impact our customers, places where we do business and our expenses.

Legal proceedings

Refer to “Note 13—Commitments and Contingencies” in our consolidated financial statements included elsewhere in this Form 10-K for information regarding certain legal proceedings in which we are involved.

From time to time, we are subject to certain other legal proceedings and claims in the ordinary course of business. We are not presently party to any of these other legal proceedings the resolution of which we believe would have a material adverse effect on our business, financial condition, operating results or cash flows. We establish reserves for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable.

The opening of Item 3, Legal Proceedings.16

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