SecProbe.io

United States securities and exchange commission logo
January 6, 2023
Lisa Harper
Chief Executive Officer and Director
Torrid Holdings Inc.
18501 East San Jose Avenue
City of Industry, CA 91748
Re:Torrid Holdings Inc.
Form 10-K for the Fiscal Year Ended January 29, 2022
Filed March 30, 2022
Item 2.02 Form 8-K Filed December 8, 2022
File No. 001-40571
Dear Lisa Harper:
            We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended January 29, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Financial and Operating Metrics, page 33
1.Where you present adjusted EBITDA margin, also present its most directly comparable
GAAP financial measure with equal or greater prominence.  Refer to Item 10(e)(1)(i) of
Regulation S-K.  This comment also applies to your Forms 10-Q and 8-K.
Signatures , page 95
2.Please ensure that your Forms 10-K are signed by the registrant, and on behalf of the
registrant by its principal executive officer, its principal financial officer, its controller or
principal accounting officer, and by at least the majority of the board of directors.  Any
person who occupies more than one of the specified positions shall indicate each capacity
in which he signs the report.  Refer to General Instruction D(2) of Form 10-K.

 FirstName LastNameLisa Harper
 Comapany NameTorrid Holdings Inc.
 January 6, 2023 Page 2
 FirstName LastName
Lisa Harper
Torrid Holdings Inc.
January 6, 2023
Page 2
Item 2.02 Form 8-K Filed December 8, 2022
Exhibit 99.1
Reconciliation of Net loss to Adjusted Net Income, page 8
3.Please revise your reconciliation to present income taxes as a separate adjustment with a
clear explanation of how the income taxes adjustment was computed.  Also, explain any
differences between the revised remeasurement adjustments for incentive units reconciling
item and the similarly-titled amount disclosed for the same period in Note 14 to the
financial statements included in your Form 10-Q filed December 8, 2022.  Refer to
Question 102.11 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations and Item 10(e)(i)(B) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services