Torrid Hldgs Inc SEC Filings

Torrid Holdings (NYSE: CURV) has announced the pricing of a secondary offering of 10 million shares at $3.50 per share, with selling stockholders granting underwriters a 30-day option for an additional 1.5 million shares. The offering is expected to close around June 26, 2025.

Key highlights of the transaction:

• Concurrent with the offering, Torrid will repurchase $20 million worth of shares from Sycamore Partners at the same price paid by underwriters
• The company will not receive any proceeds from the secondary offering
• BofA Securities, Jefferies, and William Blair are serving as joint lead book-running managers

Torrid operates as a direct-to-consumer brand in North America, specializing in sizes 10 to 30 women's apparel, intimates, and accessories. The company focuses on providing fashionable, comfortable, and affordable options for curvy women, with exclusive product designs and curated collections for various lifestyle needs.

Torrid Holdings (NYSE: CURV) has announced a secondary offering of 10 million shares of common stock by existing stockholders, with an additional 1.5 million share option granted to underwriters. The company will not receive any proceeds from this sale.

Key highlights of the announcement include:

• Concurrent share repurchase agreement of $20 million worth of shares from Sycamore Partners at the same price as the underwriter purchase price
• Repurchased shares will be held as treasury stock
• BofA Securities, Jefferies, and William Blair serving as joint lead book-running managers

The offering is supported by a Form S-3 registration statement filed with the SEC on February 16, 2024. While the offering is not contingent on the concurrent repurchase, the repurchase is dependent on the offering's completion. This strategic move could impact the company's capital structure and ownership distribution, particularly affecting Sycamore Partners' stake in the company.

Torrid Holdings (NYSE: CURV) has announced two significant transactions on June 23, 2025: a $20 million stock repurchase agreement with Sycamore Partners Torrid and an underwritten public offering of common stock.

Key details of the transactions:

• The company will repurchase shares from Sycamore Partners in a private transaction at the same price per share as the underwritten public offering
• Repurchased shares will be held as treasury stock
• The concurrent repurchase is contingent upon the closing of the public offering, but not vice versa
• The board approved the repurchase based on the audit committee's recommendation

The company also filed a preliminary prospectus supplement to its shelf registration statement (No. 333-277148) for the public offering. The filing includes extensive forward-looking statements addressing potential risks such as consumer spending changes, supply chain constraints, inflationary pressures, and competitive market conditions.

Torrid Holdings Inc. (NYSE: CURV) has filed a Rule 424(b)(7) prospectus supplement covering a secondary sale of 10,000,000 common shares by existing shareholders, principally Sycamore Partners-affiliated entities. The Company itself is not issuing new equity and therefore will receive no proceeds from the public offering.

Simultaneously, Torrid has entered into a $20 million Concurrent Repurchase Agreement with Sycamore Partners Torrid, L.L.C. Under this privately-negotiated arrangement the Company expects to buy back approximately 3,937,008 shares at the same price paid by the underwriters (illustratively $5.08, the 23-Jun-25 closing price). The Board and Audit Committee have approved the repurchase, which will close concurrently with—but is conditioned upon—the completion of the secondary offering.

Key transactional terms

• Base secondary offering: 10,000,000 shares.
• Underwriters’ option: up to an additional 1,500,000 shares within 30 days.
• Joint lead book-runners: BofA Securities, Jefferies, William Blair; additional managers BTIG and Telsey Advisory Group.
• Use of proceeds: 100% to Selling Securityholders; Company does not pay underwriting fees on shares it repurchases.
• Listing: NYSE ticker “CURV”; last sale price on 23-Jun-25 was $5.08.

Because the shares come exclusively from existing holders, current shareholders should experience no dilution. In fact, the $20 million buyback will modestly reduce shares outstanding, partly offsetting the increase in free float from the sponsor’s exit. Investors should balance the positive sign of management’s confidence (repurchase) against potential negative signals from a large insider sale and the immediate cash outflow. Detailed risk factors and tax considerations begin on pages S-6 and S-13, respectively.