[Form 3] Torrid Holdings Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

SEC Form 3 Overview: The filing discloses that Fund 1 Investments, LLC, PLP Funds Master Fund LP, and Pleasant Lake Partners LLC have become 10% beneficial owners of Torrid Holdings Inc. (NYSE: CURV). The event triggering the report occurred on 26 June 2025, with the form signed on 1 July 2025.

Equity Position

• Common stock held: 10,424,612 shares, reported as indirect ownership.
• Ownership form: Indirect (I); the shares are held for the benefit of PLP Funds Master Fund LP.

Derivative Exposure

• Instrument: Cash-settled total return swaps.
• Notional shares: 3,780,255 CURV common shares.
• Initial expiration: 2 March 2026; automatically extendable in 12-month increments through 1 November 2027 unless notice is given.
• The swaps give economic exposure comparable to ownership but no voting or dispositive power; the reporting persons disclaim beneficial ownership of the underlying shares.

Reporting Group

• Fund 1 Investments, LLC is the managing member of Pleasant Lake Partners, which acts as investment adviser to PLP Funds Master Fund LP.
• Jonathan Lennon is the managing member of Fund 1 Investments, LLC.

The filing satisfies Section 16(a) requirements for new beneficial owners exceeding the 10% threshold and indicates both direct equity and derivative economic interests in CURV.

Positive

• 10,424,612 common shares reported, confirming a new 10% beneficial owner in CURV and signalling substantial institutional commitment.
• Additional economic exposure to 3,780,255 shares via swaps extends the group’s interest through at least March 2026, indicating a multi-year investment horizon.

Negative

• Swaps convey no voting or dispositive power, limiting direct influence over corporate decisions despite the large economic stake.
• Derivative exposure introduces counterparty and rollover risk that could affect the stability of the reported position.

Insights

Corporate Governance Expert

TL;DR: Filing shows new 10% holder with 10.4 M shares and swap exposure; potential governance influence but no voting rights on 3.8 M swap shares.

Materiality: Crossing the 10% threshold requires prompt disclosure and signals that an external investment group now holds a sizeable economic interest in Torrid Holdings. The 10,424,612 indirectly held shares give the group statutory rights (e.g., ability to call special meetings in some jurisdictions), while the additional 3.78 M-share swap exposure magnifies economic alignment without voting power.

Implications: Investors should monitor future 13D/13G filings for intent. The derivative structure limits direct influence over corporate actions, yet the aggregate stake could pressure management if converted to physical shares. No information on purchase price or financing is provided, so valuation impact cannot be assessed from this document alone.

Portfolio Manager

TL;DR: Fund 1 group now economically long ~14.2 M CURV shares, signalling confidence; swap structure adds leverage but limits control.

The equity position (10.4 M shares) represents a meaningful float absorption that could tighten supply. Swaps extend exposure until at least March 2026, indicating a medium-term view. Because swaps are cash-settled, they introduce counterparty risk and may cap upside participation if unwound prematurely.

Overall, the disclosure is moderately positive for CURV sentiment, highlighting institutional interest without immediate dilution. Investors should watch for follow-up filings or activism, though none is asserted here.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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1. Name and Address of Reporting Person^*

Fund 1 Investments, LLC

(Last) (First) (Middle)

100 CARR 115

UNIT 1900

(Street)

RINCON PR 00677

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2025

3. Issuer Name and Ticker or Trading Symbol
Torrid Holdings Inc. [ CURV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.01 per share	10,424,612	I	See Footnotes(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Cash-Settled Total Return Swap	(2)	03/02/2026(2)(3)	Common stock, par value $0.01 per share	3,780,255	(2)	I	See Footnotes(1)

1. Name and Address of Reporting Person^*

Fund 1 Investments, LLC

(Last) (First) (Middle)

100 CARR 115

UNIT 1900

(Street)

RINCON PR 00677

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PLP Funds Master Fund LP

(Last) (First) (Middle)

100 CARR 115 UNIT 1900

(Street)

RINCON PR 00677

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pleasant Lake Partners LLC

(Last) (First) (Middle)

100 CARR 115 UNIT 1900

(Street)

RINCON PR 00677

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Securities reported herein are held for the benefit of PLP Funds Master Fund LP, a private investment vehicle for which Pleasant Lake Partners LLC ("PLP") serves as investment adviser. Fund 1 Investments, LLC serves as managing member of PLP. Jonathan Lennon serves as managing member of Fund 1 Investments, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

2. The Reporting Persons have entered into cash-settled total return swaps (the "Swap Agreements") with unaffiliated third-party financial institutions, which provide the Reporting Persons with economic exposure to an aggregate of 3,780,255 notional shares, and expire on a range of dates from March 2, 2026 to November 1, 2027. The Swap Agreements provide the Reporting Persons with economic results that are comparable to the economic results of ownership but do not provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the Swap Agreements (the "Subject Shares"). Each of the Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein.

3. The expiration date of the Swap Agreements will be automatically extended for successive 12 month periods unless one party provides written notice to the other party, at least 30 calendar days prior to the first extension and at least 15 calendar days prior to any subsequent extension, not to so extend the expiration date.

	/s/ Fund 1 Investments, LLC By: Benjamin C. Cable, Chief Operating Officer	07/01/2025
	/s/ PLP Funds Master Fund LP, by Pleasant Lake Partners LLC, its Investment Adviser, by Fund 1 Investments, LLC, its Managing Member By: Benjamin C. Cable, Chief Operating Officer	07/01/2025
	/s/ Pleasant Lake Partners LLC, by Fund 1 Investments, LLC, its Managing Member By: Benjamin C. Cable, Chief Operating Officer	07/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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FAQ

How many Torrid Holdings (CURV) shares does Fund 1 Investments report owning?

10,424,612 common shares, held indirectly for PLP Funds Master Fund LP.

What derivative position is disclosed in the Form 3 for CURV?

Cash-settled total return swaps on 3,780,255 notional shares expiring 2 March 2026, auto-extendable annually.

Does the swap give Fund 1 voting rights in CURV?

No. The swaps provide only economic exposure and no voting or dispositive power over the underlying shares.

Why was this Form 3 filed?

The group crossed the 10% beneficial ownership threshold, triggering Section 16(a) reporting obligations.

Who ultimately controls the reported CURV stake?

Fund 1 Investments, LLC is the managing member of Pleasant Lake Partners, which advises PLP Funds; Jonathan Lennon manages Fund 1.