Torrid Holdings Inc.
For the period ended Jan 31, 2026. Filed Mar 31, 2026.
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FY2026 · Filed Mar 31, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
See “Index to Consolidated Financial Statements” in Part II, Item 8 of this Form 10-K.
(a)(2) 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.
(a)(3) Exhibits
The following is a list of exhibits filed as part of this Form 10-K.
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Number | Description | Form | Filing Date | Exhibit |
| 3.1 | Amended and Restated Certificate of Incorporation of Torrid Holdings Inc. | 8-K | 7/6/2021 | 3.1 |
| 3.2 | Amended and Restated Bylaws of Torrid Holdings Inc. | 10-K | 3/28/2023 | 3.2 |
| 4.1 | Description of Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. | 10-K | 4/1/2025 | 4.1 |
| 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 arranger and bookrunner and the lenders party thereto. | S-1 | 6/7/2021 | 10.1 |
| 10.2 | Amendment No. 1 to the Term Loan 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. | S-1 | 6/7/2021 | 10.2 |
| 10.3 | Amended and Restated Services Agreement, dated March 21, 2019, between Torrid LLC and Hot Topic Inc. | S-1 | 6/7/2021 | 10.6 |
| 10.4 | Amendment to Amended and Restated Services Agreement, dated August 1, 2019, between Torrid LLC and Hot Topic Inc. | S-1 | 6/7/2021 | 10.7 |
| 10.5 | Services Agreement, dated August 1, 2019, between Torrid LLC and Hot Topic Inc. | S-1 | 6/7/2021 | 10.8 |
| 10.6 | Stockholders Agreement, dated July 6, 2021, by and among Torrid Holdings Inc. and Sycamore Partners Torrid, L.L.C. | 8-K | 7/6/2021 | 10.2 |
| 10.7 | Registration Rights Agreement, dated July 6, 2021, among Torrid Holdings Inc. and the sponsor investors, other investors and executives named therein. | 8-K | 7/6/2021 | 10.1 |
| 10.8+* | Torrid Holdings Inc. Long-Term Incentive Plan. | |||
| 10.9+ | Form of Restricted Stock Agreement. | S-1/A | 6/23/2021 | 10.18 |
| 10.10+ | Form of Restricted Stock Unit Agreement. | S-1/A | 6/23/2021 | 10.19 |
| 10.11+ | Form of Nonqualified Stock Option Agreement. | S-1/A | 6/23/2021 | 10.20 |
| 10.12+ | Employee Stock Purchase Plan. | S-1/A | 6/23/2021 | 10.21 |
| 10.13+ | Form of Director and Officer Indemnification Agreement. | S-1/A | 6/23/2021 | 10.22 |
| 10.14+ | Employment Agreement by and between Lisa M. Harper and Torrid Holdings Inc., dated as of May 3, 2022. | 8-K | 5/4/2022 | 10.2 |
| 10.15 | First Amendment to the Services Agreement between Torrid LLC and Hot Topic Inc., dated July 31, 2022. | 10-Q | 9/7/2022 | 10.5 |
| 10.16+ | Form of Performance Stock Unit Agreement. | 10-Q | 9/7/2022 | 10.6 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Number | Description | Form | Filing Date | Exhibit |
| 10.17 | Second Amendment to the Services Agreement between Torrid LLC and Hot Topic Inc., dated September 30, 2022. | 10-Q | 12/8/2022 | 10.2 |
| 10.18 | Third Amendment to the Services Agreement between Torrid LLC and Hot Topic Inc., dated December 1, 2022. | 10-Q | 12/8/2022 | 10.3 |
| 10.19 | Fourth Amendment to Amended and Restated Credit Agreement, dated April 21, 2023, among Torrid LLC, Torrid Intermediate LLC (f/k/a Torrid Inc.), Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto. | 10-Q | 6/7/2023 | 10.1 |
| 10.20 | First Amendment to the Credit Agreement, dated May 24, 2023, among Torrid LLC, Torrid Intermediate LLC (f/k/a Torrid Inc.), Bank of America, N.A., as administrative agent, and the lenders party thereto. | 10-Q | 6/7/2023 | 10.2 |
| 10.21 | Second Amendment to the Amended and Restated Services Agreement, dated August 1, 2023, between Torrid LLC and Hot Topic Inc. | 10-Q | 12/7/2023 | 10.1 |
| 10.22+ | Promotion Letter by and between Torrid Holdings Inc. and Paula Dempsey, dated December 4, 2023. | 10-K | 4/2/2024 | 10.29 |
| 10.23 | Fourth Amendment to the Services Agreement between Torrid LLC and Hot Topic Inc., dated December 11, 2023. | 10-K | 4/2/2024 | 10.30 |
| 10.24+ | Amendment No. 1 to Employment Agreement by and among Torrid LLC, Torrid Holdings Inc. and Elizabeth Munoz, dated as of May 2. 2022. | 8-K | 5/4/2022 | 10.1 |
| 10.25+ | Amendment No. 2 to the Employment Agreement by and among Torrid Holdings Inc., Torrid LLC and Elizabeth Munoz-Guzman, dated August 31. 2023. | 8-K | 9/1/2023 | 10.1 |
| 10.26 | Third Amendment to the Amended and Restated Services Agreement, dated May 3, 2024, between Torrid LLC and Hot Topic, Inc. | 10-Q | 6/12/2024 | 10.1 |
| 10.27 | Fifth Amendment to the Services Agreement, dated May 30, 2024, between Torrid LLC and Hot Topic, Inc. | 10-Q | 6/12/2024 | 10.2 |
| 10.28+ | Employment Offer & Agreement between Torrid Administration, Inc. and Hyon Park, dated August 2, 2022. | 10-Q | 6/12/2024 | 10.4 |
| 10.29+ | Promotion Letter by and between Torrid Holdings Inc. and Hyon Park, dated June 6, 2024. | 10-Q | 6/12/2024 | 10.5 |
| 10.30+ | Separation Agreement and Release by and among Torrid Holdings Inc., Torrid Administration, Inc., Torrid LLC and Elizabeth Munoz Guzman, dated October 4, 2024. | 10-Q | 12/11/2024 | 10.1 |
| 10.31+ | Executive Severance Plan and Summary Plan Description, effective as of March 29, 2025. | 10-K | 4/1/2025 | 10.40 |
| 10.32 | Stock Repurchase Agreement, dated June 23, 2025, by and between Torrid Holdings Inc. and Sycamore Partners Torrid, L.L.C. | 8-K | 6/24/2025 | 10.1 |
| 10.33 | Fifth Amendment to Amended and Restated Credit Agreement, dated August 1, 2025, among Torrid LLC, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto. | 8-K | 8/4/2025 | 10.1 |
| 19 | Insider Trading Policy. | 10-K | 4/1/2025 | 19 |
| 21.1 | List of subsidiaries of Torrid Holdings Inc. | 10-K | 4/1/2025 | 21.1 |
| 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. | |||
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Number | Description | Form | Filing Date | Exhibit |
| 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. | 10-K | 4/2/2024 | 97 |
| 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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