CURV

MKT CAP $218.4MP/E —DIV YIELD —FCF YIELD -6.08%REV TTM $948.8M −11.2%NET INCOME −$8.9M −369.2%NET DEBT $242.3M52W 0.97 – 2.75SEC XBRL · TTM TO Invalid Date

How CURV rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026

Text kept

63%

of sentences unchanged

Added

100

new sentences

Dropped

sentences removed

Length

+19

words, now 16,154

New in FY2026

An investment in our common stock involves a high degree of risk.
You should carefully consider the risks described below, together with the financial and other information contained in this Form 10-K, including our financial statements and the related notes and under “Management's Discussion and Analysis of Financial Condition and Results of Operations,” before you decide to purchase, hold or sell shares of our common stock.
If any of the following risks actually occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected.
Additionally, the risks and uncertainties described in this Form 10-K or in any document incorporated by reference herein are not the only risks and uncertainties that we face.
Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.
You should read this summary together with the more detailed description of each risk factor contained below: • the effect of changes in consumer spending and general macroeconomic conditions on our operations and financial performance; • 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 on customers; • the interruption of the flow of merchandise from international manufacturers; • our growth strategy, including our retail store optimization strategy; • our inability or failure to identify, adapt or respond to new trends and consumer shopping preferences, including the increasing use of GLP-1 medications; • our inability to maintain and enhance our brand and attract sufficient numbers of customers to our stores or sell sufficient quantities of our products; • increased competition from other brands or retailers and our ability to obtain favorable store locations; • our dependency or reliance on third parties for different services, such as customer driving, product sourcing, manufacturing and transportation; • our failure to develop and maintain a relevant and reliable omni-channel experience for our customers; • our failure to find employees that reflect our brand image and embody our culture; • our failure to effectively utilize information systems and implement new technologies or misuse or unauthorized use of these systems and technologies, including artificial intelligence and machine learning technologies; • price volatility and lack of availability of raw materials to manufacture our products and impact on transportation and labor costs; • exposure to risks inherent in doing business globally as a result of sourcing a significant amount of our products from various countries; • potential liability arising from payment-related risks, litigation or regulatory proceedings; • changes in laws and regulations, including, among others, privacy, data protection, advertising, consumer protection, environmental and tax regulations; • government or consumer concerns about product safety that could result in regulatory actions, recalls or changes to laws; • the adverse impact of rulemaking changes implemented by the Consumer Financial Protection Bureau on our income streams, profitability and results of operations; • our inability to protect our trademarks or other intellectual property rights; • our substantial indebtedness and lease obligations; • our dependency on key members of our executive management team; and • ongoing or threats of war, terrorism and other catastrophes, including natural disasters, that could negatively impact our business.
These factors may include unemployment rates, levels of consumer and student debt, the availability of consumer credit, healthcare costs, reductions in net worth, residential real estate and mortgage markets, taxation, fuel and energy prices, interest rates, inflation, consumer confidence, the value of the United States dollar versus foreign currencies and other macroeconomic factors, such as the economic disruption caused by a global pandemic.
Our target market of approximately 30 to 44-year-old plus- and mid-size women has stylistic preferences that cannot be predicted with certainty and is subject to change.
In particular, the increasing use of GLP-1 medications may impact demand for our plus-size products as consumer preferences and body shapes evolve, potentially leading to inventory management challenges, markdowns, or lost sales.
Additionally, as a direct-to-consumer brand focusing on plus- and mid-size women, we may not effectively identify product trends that appeal to our target segment or successfully adapt product trends prevailing in the market more broadly to this target segment.
We also compete with other retailers for talent.
We are continuing to grow our omni-channel business model, and as we optimize our retail store footprint and enhance our e-Commerce presence, we must further anticipate and implement innovations in customer experience and logistics to appeal to customers who increasingly rely on multiple channels to meet their shopping needs.
Our customers are increasingly using computers, tablets and smartphones to make purchases online and to help them in making purchasing decisions when in our stores.
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.
As we close stores and enhance our e-Commerce presence, we face risks related to achieving expected cost savings, mitigating revenue impacts from reduced store presence, and successfully shifting customer engagement to digital channels.
Additional factors required for the successful implementation of our growth strategy include, but are not limited to, continuing to operate an effective e-Commerce platform, implementing initiatives to improve our existing operations and reduced store fleet, and to the extent we open new stores, obtaining desirable store locations, negotiating acceptable leases, completing projects on budget, supplying proper levels of merchandise and successfully hiring and training store managers and sales associates.
In order to optimize profitability for our remaining store fleet, we must choose store sites, execute favorable real estate transactions on terms that are acceptable to us, hire competent personnel and effectively operate these stores.
If landlord allowances cease to be available to us in the future or are decreased, opening new stores or maintaining existing stores would require increased capital outlays, which could adversely affect our ability to continue investing in our business.
While we believe the opportunity exists to optimize our remaining store footprint without competing with our existing units, to the extent we open new stores in markets where we have existing stores, our existing stores in those markets may experience reduced net sales.
Any planned growth will also require additional infrastructure for the development, maintenance and monitoring of the selected growth strategy.
If we fail to continue to improve our infrastructure, we may be unable to implement our growth strategy, including our retail store optimization strategy, or maintain current levels of operating performance in our existing stores.
These increased demands may cause us to operate our business less efficiently, which in turn could cause deterioration in the performance of our e-Commerce operations or existing stores.
Executing our growth plans and achieving our objectives are dependent upon our ability to successfully execute against such plans and objectives.
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.
Failure to effectively utilize information systems, implement new technologies, and manage AI-related risks could disrupt our business or reduce our sales or profitability.
The increasing use of artificial intelligence (“AI”) and machine learning technologies also introduces new risks, such as AI-driven system failures, data biases, potential vulnerabilities to AI-specific threats, AI model drift, explainability issues, and potential liability for AI-related errors or biases.
Some aspects of our business, like that of most direct-to-consumer businesses, involve the receipt, storage and transmission of customers’ personal information, consumer preferences and payment card information, including in relation to our private label credit card, as well as confidential information about our associates, our suppliers and our Company, some of which is entrusted to third-party service providers and vendors.
Such incidents have been attempted and have occurred in the past and may occur in the future.
No incidents to date have had a material impact on the Company.
We purchase the majority of our merchandise outside of the United States, and trade matters, including the impact of current or potential tariffs by the United States, may disrupt our supply chain and adversely affect our business, financial condition, and results of operations.
The United States has enacted significant changes to its trade policy and imposed or proposed substantial tariffs on imported goods from a number of countries, which have increased our cost of goods sold and impacted our gross margins.
Following recent trade announcements and negotiations, unless otherwise exempted or subject to a different rate, all imports into the United States are currently subject to a tariff of at least 10 percent, and many of our sourcing countries are currently subject to significantly higher country-specific reciprocal tariffs.
Changes in trade policies, including the imposition of tariffs or duties, could also lead to retaliatory actions by other countries, which could further increase our costs and disrupt our supply chain.
Through enterprise risk management, we continue to evaluate the impact of current and potential tariffs on our supply chain, costs, sales, and profitability, as well as our strategies to mitigate negative impacts.
In addition, we can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade restrictions will be successful in whole or in part.
To the extent that our supply chain, costs, sales, or profitability are negatively impacted by these tariffs or other trade restrictions, or if there is an escalation of tariffs or other trade restrictions, our business, financial condition and results of operations may be adversely affected.
Supreme Court issued a ruling striking down certain tariffs previously imposed under the IEEPA.
The ultimate availability, timing, and amount of any potential refunds of such tariffs remain highly uncertain and are subject to further legal, regulatory, and administrative developments.
Following the Supreme Court’s decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs.
There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business.

and 60 more.

Gone since FY2025

Risk Factors An investment in our common stock involves a high degree of risk.
You should carefully consider the risks described below, together with the financial and other information contained in this Annual Report on Form 10-K, including our financial statements and the related notes and under "Management's Discussion and Analysis of Financial Condition and Results of Operations," before you decide to purchase, hold or sell shares of our common stock.
If any of the following risks actually occurs, our business, financial condition, results of operations and cash flows could be materially and adversely affected.
You should read this summary together with the more detailed description of each risk factor contained below: • the effect of changes in consumer spending and general macroeconomic conditions on our operations and financial performance; • the interruption of the flow of merchandise from international manufacturers, including as a result of the imposition of additional duties, tariffs and other charges on imports and exports; • the adverse impact of rulemaking changes implemented by the Consumer Financial Protection Bureau on our income streams, profitability and results of operations; • our inability or failure to identify or respond to new trends; • our inability to maintain and enhance our brand and attract sufficient numbers of customers to our stores or sell sufficient quantities of our products; • increased competition from other brands or retailers and our ability to obtain favorable store locations; • our dependency or reliance on third parties for different services, such as customer driving, product sourcing, manufacturing and transportation; • our failure to successfully adapt to consumer shopping preferences and develop and maintain a relevant and reliable omni-channel experience for our customers; • our failure to find employees that reflect our brand image and embody our culture; • our failure to effectively utilize information systems and implement new technologies or misuse or unauthorized use of these systems and technologies; • price volatility and lack of availability of raw materials to manufacture our products and impact on transportation and labor costs; • our sourcing a significant amount of our products from China; • potential liability arising from payment-related risks, litigation or regulatory proceedings; • changes in laws and regulations, including, among others, privacy, data protection, advertising, consumer protection, environmental and tax regulations; • government or consumer concerns about product safety that could result in regulatory actions, recalls or changes to laws; • our inability to protect our trademarks or other intellectual property rights; • our substantial indebtedness and lease obligations; • our dependency on key members of our executive management team; and • war, terrorism and other catastrophes.
These factors may include unemployment rates, levels of consumer and student debt, the availability of consumer credit, healthcare costs, reductions in net worth, residential real estate and mortgage markets, taxation, fuel and energy prices, interest rates, inflation, consumer confidence, the value of the United States dollar versus foreign currencies and other macroeconomic factors, such as the economic disruption caused by a global pandemic such as COVID-19.
Our target market of approximately 30 to 44 year old plus- and mid-size women has stylistic preferences that cannot be predicted with certainty and are subject to change.
Additionally, as a direct-to-consumer brand focusing on young, plus- and mid-size women, we may not effectively identify product trends that appeal to our target segment or successfully adapt product trends prevailing in the market more broadly to this target segment.
We also compete with other retailers for personnel.
We are continuing to grow our omni-channel business model.
While we interact with many of our customers largely through our stores, our customers are increasingly using computers, tablets and smartphones to make purchases online and to help them in making purchasing decisions when in our stores.
Our growth 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.
Our growth strategy is dependent on a number of factors, including growing our number of active customers and the spend per customer.
Additional factors required for the successful implementation of our growth strategy include, but are not limited to, opening new stores and remodeling existing ones, continuing to operate an effective e-Commerce platform and implementing initiatives to improve our existing operations, obtaining desirable store locations, negotiating acceptable leases, completing projects on budget, supplying proper levels of merchandise and successfully hiring and training store managers and sales associates.
In order to optimize profitability for new stores, we must secure desirable retail lease space when opening stores in new and existing markets.
We must choose store sites, execute favorable real estate transactions on terms that are acceptable to us, hire competent personnel and effectively open and operate these new stores.
If landlord allowances cease to be available to us in the future or are decreased, opening new stores would require increased capital outlays, which could adversely affect our ability to continue opening new stores.
While we believe the opportunity exists to open a substantial number of stores without competing with our existing units, to the extent we open new stores in markets where we have existing stores, our existing stores in those markets may experience reduced net sales.
Moving or expanding store locations and operating stores in new markets may present competitive, merchandising and regulatory challenges we do not have experience in or know how to face.
Our planned growth will also require additional infrastructure for the development, maintenance and monitoring of those stores.
In addition, if our current management systems and information systems are insufficient to support this expansion, our ability to open new stores and to manage our existing stores would be adversely affected.
If we fail to continue to improve our infrastructure, we may be unable to implement our growth strategy or maintain current levels of operating performance in our existing stores.
These increased demands may cause us to operate our business less efficiently, which in turn could cause deterioration in the performance of our existing stores.
Executing our growth plans and achieving our objectives is dependent upon our ability to successfully execute against such plans and objectives.
If any of these third parties fails to perform its obligations to us or declines to provide services to us in the future, we may suffer a disruption to our business.
Failure to effectively utilize information systems and implement new technologies could disrupt our business or reduce our sales or profitability.
Some aspects of our business, like that of most direct-to-consumer businesses, involves the receipt, storage and transmission of customers’ personal information, consumer preferences and payment card information, including in relation to our private label credit card, as well as confidential information about our associates, our suppliers and our Company, some of which is entrusted to third-party service providers and vendors.
Such incidents have been attempted or have occurred in the past and may occur in the future.
We purchase the majority of our merchandise outside of the United States through arrangements with various vendors.
Political, social or economic instability in regions where our products are made, could cause disruptions in trade, including exports to the United States.
Actions in various countries, particularly China, and more recently, Canada, and the United States, have created uncertainty with respect to tariff impacts on the costs of some of our merchandise.
Other events that could also cause disruptions to our supply chain include: • the imposition of additional trade law provisions or regulations; • the imposition of additional duties, tariffs and other charges on imports and exports, including as a result of the trade war between China and the United States or Canada and the United States; • quotas imposed by bilateral textile agreements; • foreign currency fluctuations; • natural disasters; • public health issues and epidemic diseases, their effects (including any disruptions they may cause) or the perception of their effects; • theft; • terrorist threats such as pirate attacks at sea and other rogue activity; • restrictions on the transfer of funds; • the financial instability or bankruptcy of manufacturers; and • significant labor disputes, such as dock strikes.
Trade restrictions, including new or increased tariffs or quotas, border taxes, embargoes, safeguards and customs restrictions against apparel items, as well as labor strikes and work stoppages or boycotts, could increase the cost or reduce or delay the supply of apparel available to us and adversely affect our business, financial condition or results of operations.
See also "—We source a significant amount of our product receipts from China, which exposes us to risks inherent in doing business there" and "—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." We source a significant amount of our product receipts from China, which exposes us to risks inherent in doing business there.
Although we are actively diversifying our product sourcing options outside of China, in fiscal year 2024, we received approximately 48.5% of our products from manufacturing partners in China.
Additionally, our manufacturing partners outside of China may source their own raw materials from third parties in other countries, including China.
With the rapid development of the Chinese economy, the cost of labor has increased and may continue to increase in the future.
Furthermore, pursuant to Chinese labor laws, employers in China are subject to various requirements when signing labor contracts, paying remuneration, determining the term of employees' probation and unilaterally terminating labor contracts.
Our results of operations will be materially and adversely affected if the labor costs of our third-party suppliers and manufacturers increase significantly.
In addition, we and our manufacturers and suppliers may not be able to find a sufficient number of qualified workers due to the intensely competitive and fluid market for skilled labor in China.
Sourcing our product receipts from China exposes us to political, legal and economic risks.

and 59 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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