Torrid Holdings Inc
For the period ended Feb 3, 2024. Filed Apr 2, 2024.
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FY2024 · Filed Apr 2, 2024
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Item 15. Exhibit and Financial Statement Schedules
(a)Financial Statements
See "Index to Consolidated Financial Statements" in Part II, Item 8 of this Annual Report on Form 10-K.
(b)Exhibits
The exhibit index attached hereto is incorporated herein by reference.
(c)Financial Statement Schedules
All financial statement schedules have been omitted, since the required information is not applicable, or because the information required is included in the consolidated financial statements and accompanying notes.
Exhibit Index
| ExhibitNumber | Description |
| 3.1 | Amended and Restated Certificate of Incorporation of Torrid Holdings Inc. (Incorporated by reference to Exhibit 3.1 to Torrid’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2021). |
| 3.2 | Amended and Restated Bylaws of Torrid Holdings Inc. (Incorporated by reference to Exhibit 3.2 to Torrid's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2023). |
| 4.1* | Description of Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. |
| 10.1 | Term Loan Credit Agreement, dated June 14, 2019, among Torrid Inc., Torrid LLC, Cortland Capital Market Services LLC, as administrative agent and collateral agent, KKR Credit Advisors (US) LLC, as structuring advisor, KKR Capital Markets LLC, as sole lead arrange and bookrunner and the lenders party thereto. (Incorporated by reference to Exhibit 10.1 to Torrid’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 7, 2021). |
| 10.2 | Amendment No. 1 to the Credit Agreement, dated September 17, 2020, among Torrid Intermediate LLC (f/k/a Torrid Inc.), Torrid LLC, Cortland Capital Market Services LLC, as administrative agent, and the lenders party thereto. (Incorporated by reference to Exhibit 10.2 to Torrid’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 7, 2021). |
| 10.3 | Amended and Restated Credit Agreement, dated October 23, 2017, among Torrid LLC, the borrowers and guarantors named therein, Bank of America, N.A. Wells Fargo Bank, National Association, as joint lead arrangers and joint bookrunning managers, and the other lenders party thereto. (Incorporated by reference to Exhibit 10.3 to Torrid’s Amendment No. 2 to Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 30, 2021). |
| 10.4 | Amendment No. 1 to the Amended and Restated Credit Agreement, dated June 14, 2019, among Torrid Inc., Torrid LLC, Bank of America, N.A., as administrative and collateral agent, and the lenders party thereto. (Incorporated by reference to Exhibit 10.4 to Torrid’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 7, 2021). |
| 10.5 | Amendment No. 2 to the Amended and Restated Credit Agreement, dated September 4, 2019, Torrid LLC, Torrid Intermediate LLC (f/k/a Torrid Inc.), Bank of America, N.A., as administrative and collateral agent, and the lenders party thereto. (Incorporated by reference to Exhibit 10.5 to Torrid’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 7, 2021). |
| 10.6 | Amended and Restated Services Agreement, dated March 21, 2019, between Torrid LLC and Hot Topic Inc. (Incorporated by reference to Exhibit 10.6 to Torrid’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 7, 2021). |
| 10.7 | Amendment to Amended and Restated Services Agreement, dated August 1, 2019, between Torrid LLC and Hot Topic Inc. (Incorporated by reference to Exhibit 10.7 to Torrid’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 7, 2021). |
| 10.8 | Services Agreement, dated August 1, 2019, between Torrid LLC and Hot Topic Inc. (Incorporated by reference to Exhibit 10.8 to Torrid’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 7, 2021). |
| 10.9 | Stockholders’ Agreement (Incorporated by reference to Exhibit 10.2 to Torrid’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2021). |
| 10.10 | Registration Rights Agreement (Incorporated by reference to Exhibit 10.1 to Torrid’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2021). |
| 10.11+ | Torrid Holdings Inc. Long-term Incentive Plan. (Incorporated by reference to Exhibit 10.15 to Torrid’s Amendment No. 1 to Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 23, 2021). |
| 10.12 | Credit Agreement, dated June 14, 2021, among Torrid LLC, Torrid Intermediate LLC, Bank of America, N.A., as administrative and collateral agent, and the lenders party thereto. (Incorporated by reference to Exhibit 10.16 to Torrid’s Amendment No. 1 to Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 23, 2021). |
| 10.13 | Amendment No. 3 to the Amended and Restated Credit Agreement, dated June 14, 2021, among Torrid LLC, the other borrowers party thereto, Torrid Intermediate LLC (f/k/a Torrid Inc.), the other guarantors party thereto, Bank of America, N.A., as administrative and collateral agent, and the lenders party thereto. (Incorporated by reference to Exhibit 10.17 to Torrid’s Amendment No. 1 to Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 23, 2021). |
| 10.14+ | Form of Restricted Stock Agreement. (Incorporated by reference to Exhibit 10.18 to Torrid’s Amendment No. 1 to Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 23, 2021). |
| 10.15+ | Form of Restricted Stock Unit Agreement. (Incorporated by reference to Exhibit 10.19 to Torrid’s Amendment No. 1 to Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 23, 2021). |
| 10.16+ | Form of Nonqualified Stock Option Agreement. (Incorporated by reference to Exhibit 10.20 to Torrid’s Amendment No. 1 to Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 23, 2021). |
| 10.17+ | Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 10.21 to Torrid’s Amendment No. 1 to Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 23, 2021). |
| 10.18+ | Form of Director and Officer Indemnification Agreement. (Incorporated by reference to Exhibit 10.22 to Torrid’s Amendment No. 1 to Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 23, 2021). |
| 10.19+ | Employment Agreement by and between Lisa M. Harper and Torrid Holdings Inc., dated as of May 3, 2022 (Incorporated by reference to Exhibit 10.2 to Torrid’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 4, 2022). |
| 10.20+ | Performance Stock Unit Agreement by and between Lisa M. Harper and Torrid Holdings Inc., dated as of May 3, 2022 (Incorporated by reference to Exhibit 10.3 to Torrid’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 4, 2022). |
| 10.21+ | First Amendment to the Services Agreement between Torrid LLC and Hot Topic Inc., dated July 31, 2022 (Incorporated by reference to Exhibit 10.5 to Torrid's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 7, 2022). |
| 10.22+ | Form of Performance Stock Unit Agreement (Incorporated by reference to Exhibit 10.6 to Torrid's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 7, 2022). |
| 10.23+ | Second Amendment to the Services Agreement between Torrid LLC and Hot Topic Inc., dated September 30, 2022 (Incorporated by reference to Exhibit 10.2 to Torrid's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 8, 2022). |
| 10.24+ | Third Amendment to the Services Agreement between Torrid LLC and Hot Topic Inc., dated December 1, 2022 (Incorporated by reference to Exhibit 10.3 to Torrid's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 8, 2022). |
| 10.25 | Amendment No. 4 to the Credit Agreement, dated April 21, 2023, among Torrid Intermediate LLC (f/k/a Torrid Inc.), Torrid LLC, Cortland Capital Market Services LLC, as administrative agent, and the lenders party thereto. (Incorporated by reference to Exhibit 10.1 to Torrid's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 7, 2023). |
| 10.26 | Amendment No. 1 to the Term Loan Credit Agreement, dated May 24, 2023, among Torrid Inc., Torrid LLC, Cortland Capital Market Services LLC, as administrative agent and collateral agent, KKR Credit Advisors (US) LLC, as structuring advisor, KKR Capital Markets LLC, as sole lead arrange and bookrunner and the lenders party thereto. (Incorporated by reference to Exhibit 10.2 to Torrid's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 7, 2023). |
| 10.27+ | Separation Agreement by and between Anne Stephenson and Torrid Holdings Inc., dated as of March 31, 2023. (Incorporated by reference to Exhibit 10.3 to Torrid's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 7, 2023). |
| 10.28 | Second Amendment to the Amended and Restated Services Agreement, dated August 1, 2023, between Torrid LLC and Hot Topic Inc. (Incorporated by reference to Exhibit 10.1 to Torrid's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023). |
| 10.29+* | Promotion Letter by and between Torrid Holdings Inc. and Paula Dempsey, dated December 4, 2023. |
| 10.30* | Fourth Amendment to the Services Agreement between Torrid LLC and Hot Topic Inc., dated December 11, 2023. |
| 10.31 | Amendment No. 2 to the Employment Agreement by and among Torrid Holdings Inc., Torrid LLC and Elizabeth Munoz-Guzman,dated August 31. 2023 (Incorporated by reference to Exhibit 10.1 to Torrid's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1, 2023). |
| 10.32 | Amendment No. 1 to Employment Agreement by and among Torrid LLC, Torrid Holdings Inc. and Elizabeth Munoz,dated as of May 2. 2022 (Incorporated by reference to Exhibit 10.1 to Torrid's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 4, 2022). |
| 10.33+* | Employment Agreement by and between Torrid Holdings Inc. and Mark Mizicko, dated March 23, 2023. |
| 21.1* | List of subsidiaries of Torrid Holdings Inc. |
| 23* | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. |
| 31.1** | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2** | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|---|---|
| 32.2** | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97* | Compensation Recovery Policy. |
| 101* | Interactive Data Files (formatted as Inline XBRL) |
| 104* | Cover Page Interactive Data Files (Embedded within the Inline XBRL document and included in Exhibit 101) |
| + | Indicates a management contract or compensatory plan or arrangement. |
|---|---|
| * | Filed herewith |
| ** | Furnished herewith |
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