[8-K] Torrid Holdings Inc. Reports Material Event

Rhea-AI Filing Summary

Form 4 snapshot: On 08/01/2025 Silvercape Investments Ltd—classified as a 10% owner of PetMed Express (PETS)—purchased 118,200 common shares at $3.21, an outlay of roughly $379 k. Following the trade, Silvercape’s direct holding rises to 2,478,696 shares. No sales, derivative transactions or Rule 10b5-1 plan designations were disclosed. Insider buying of this magnitude by a large holder is typically read as a vote of confidence in future prospects and strengthens shareholder alignment.

Insights

Financial Analyst

TL;DR: 10% owner buys 118k PETS shares for $379k, lifting stake to 2.48 M; signals insider confidence and modestly positive sentiment.

The purchase represents a 4.8% addition to Silvercape’s existing position, executed well below PETS’ historical averages, suggesting perceived undervaluation. With no offsetting sales or hedges, the transaction is unambiguously bullish. While the dollar amount is not transformational, accumulation by a control-level shareholder often precedes strategic initiatives or expectations of operational improvement. For investors, the filing marginally improves the risk-reward profile and may provide near-term support to the share price.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 1, 2025

TORRID HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40571

84-3517567

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

18501 East San Jose Avenue

City of Industry, California 91748

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (626) 667-1002

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01

CURV

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 1, 2025, Torrid LLC, a California limited liability company, entered into that certain Fifth Amendment to Amended and Restated Credit Agreement (“Amendment No. 5”) with Bank of America, N.A., as administrative agent and collateral agent (in such capacity, including any successor thereto, the “Agent”), and the lenders party thereto, which amends the Amended and Restated Credit Agreement, dated as of October 23, 2017 (such agreement as amended from time to time prior to the effectiveness of Amendment No. 5, the “Existing ABL Facility” and as amended by Amendment No. 5, the “Amended ABL Facility”).

Amendment No. 5 primarily extended the maturity date of the Existing ABL Facility from June 14, 2026 to the earlier of (i) August 1, 2030 and (ii) the date that is ninety-one (91) days prior to the maturity of any Material Indebtedness (as defined in the Existing ABL Facility). There are no other material changes to the other terms of the Existing ABL Facility.

The foregoing description of Amendment No. 5 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 5, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Exhibit Description
10.1						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.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TORRID HOLDINGS INC.

By:

/s/ Bridgett C. Zeterberg

Name:

Bridgett C. Zeterberg

Title:

Chief Human Resources Officer, Chief Legal Officer and Corporate Secretary

Date: August 4, 2025