[Form 4] Torrid Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 Overview – Torrid Holdings Inc. (CURV)

On June 30, 2025 Sycamore Partners Torrid, L.L.C. and its affiliated investment vehicles (collectively, “Sycamore”) filed a Form 4 reporting a significant change in their beneficial ownership of Torrid Holdings common stock. The filing covers transactions executed on June 26, 2025.

• Total shares disposed: 15,680,908.
• Disposition breakdown: (i) 9,650,000 shares sold to the public in a registered secondary offering, and (ii) 6,030,908 shares repurchased directly by the issuer in a privately-negotiated buyback.
• Price: $3.31625 per share (net of underwriting discount) for both legs of the transaction.
• Remaining ownership: 58,295,694 common shares are still reported as beneficially owned by Sycamore.
• Reporting persons: Seven Sycamore-related entities and Mr. Stefan Kaluzny (managing partner) jointly filed; each remains a >10 % owner and disclaims beneficial ownership beyond pecuniary interest.

No derivative securities were reported. The transaction code “S” confirms it was a sale of non-derivative equity.

Key takeaways for investors

• Sycamore reduced its stake by roughly 15.7 million shares but still retains a sizeable holding, potentially keeping meaningful influence over the company.
• The simultaneous issuer share repurchase offsets part of the public float increase and may signal Board approval of capital return at the stated price.
• The $3.31 transaction price provides an observable valuation reference for recent large-block trades.

Positive

• Issuer repurchase of 6.03 million shares at $3.31625 immediately reduces outstanding share count.
• Sycamore retains 58.3 million shares, ensuring continuity of a knowledgeable strategic shareholder.

Negative

• 15.68 million shares sold by the controlling shareholder increases public float by ~9.65 million shares, adding supply pressure.
• Partial exit by 10 % owner may signal reduced long-term commitment.

Insights

Securities Analyst

TL;DR Large insider sale reduces overhang but signals partial exit; buyback tempers dilution, overall slightly negative sentiment.

Material impact: The 15.7 million-share divestiture represents a sizable block and lessens Sycamore’s concentration, which could diminish perceived sponsor commitment. Although 6.0 million shares were simultaneously retired by the company, net float still rises by roughly 9.6 million shares, adding supply that may pressure the stock near-term. The price ($3.31) was struck at a modest discount to prior secondary offerings, creating a near-term valuation benchmark. Post-transaction Sycamore retains 58.3 million shares, so governance influence remains high. Overall, the filing is modestly negative given the continued sell-down by the controlling shareholder, partially offset by the accretive buyback.

Corporate Governance Expert

TL;DR Stake cut shows liquidity path for sponsor yet maintains control; governance dynamics largely unchanged.

The joint filing lists seven Sycamore entities plus Mr. Kaluzny, reaffirming their coordinated status and >10 % ownership. While the sale reduces economic exposure, Sycamore’s remaining 58.3 million shares likely still represent a majority position, preserving board influence and strategic control. The disclosure complies with Rule 16a-3(j) and includes standard disclaimers of beneficial ownership. No derivative positions or new voting agreements are indicated. Investors should monitor future filings for continued stair-step exits that could alter control.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sycamore Partners Torrid, L.L.C.

(Last) (First) (Middle)

9 W. 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	06/26/2025		S(1)		15,680,908	D	$3.3163	58,295,694(1)	D(2)(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Sycamore Partners Torrid, L.L.C.

(Last) (First) (Middle)

9 W. 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(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^*

Sycamore Partners, L.P.

(Last) (First) (Middle)

9 W. 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(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^*

Sycamore Partners Associates-C, L.P.

(Last) (First) (Middle)

9 W. 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(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^*

Sycamore Partners Associates, L.P.

(Last) (First) (Middle)

9 W. 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(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^*

Sycamore Partners Associates Investments, L.P.

(Last) (First) (Middle)

9 W. 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(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^*

Sycamore Partners (Co-Invest), L.L.C.

(Last) (First) (Middle)

9 W. 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(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^*

Sycamore Partners Associates Co-Invest, L.P.

(Last) (First) (Middle)

9 W. 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(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^*

Kaluzny Stefan L

(Last) (First) (Middle)

9 W. 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents (a) 9,650,000 shares of common stock sold by Sycamore Partners Torrid, L.L.C., a Delaware limited liability company ("Sycamore"), pursuant to a registered public offering (the "Secondary Offering") that closed on June 26, 2025, at a price per share of $3.31625 (net of underwriting discount) and (b) 6,030,908 shares of common stock repurchased by the Issuer from Sycamore at a price per share of $3.31625 substantially concurrently with the closing of the Secondary Offering, pursuant to a privately negotiated agreement between the Issuer and Sycamore.

2. This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons"): (a) Sycamore Partners Torrid, (b) Sycamore Partners, L.P., (c) Sycamore Partners Associates-C, L.P., (d) Sycamore Partners Associates, L.P., (e) Sycamore Partners Associates Investments, L.P., (f) Sycamore Partners (Co-Invest), L.L.C. (g) Sycamore Partners Associates Co-Invest, L.P. (the entities listed in clauses (b) through (g), the "Sycamore Entities") and (h) Mr. Stefan Kaluzny. Sycamore Partners Torrid is owned directly or indirectly by the Sycamore Entities. The direct or indirect general partners or managing members of each of the Sycamore Entities are controlled directly or indirectly by Mr. Kaluzny.

3. (Continued from footnote 2) Each Sycamore Entity and Mr. Kaluzny expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4, except to the extent of their respective pecuniary interest therein, if any.

4. The reporting persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities and Exchange Act of 1934, as amended.

	/s/ Stefan Kaluzny	06/30/2025
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Torrid (CURV) shares did Sycamore sell on June 26 2025?

A total of 15,680,908 common shares were disposed of: 9.65 million via secondary offering and 6.03 million through an issuer buyback.

What price did the CURV shares trade at in the secondary offering?

Shares were sold and repurchased at $3.31625 per share (net of underwriting discount).

How many Torrid shares does Sycamore still own after the sale?

Sycamore reports 58,295,694 shares beneficially owned following the transactions.

Did the filing report any derivative securities activity?

No. Table II shows no derivative instruments acquired or disposed of.

Why are multiple Sycamore entities listed in the Form 4?

Seven related entities and Mr. Stefan Kaluzny jointly filed because they collectively control the shares; each disclaims ownership beyond its pecuniary interest.