Torrid (CURV) 10% owner increases equity and derivative exposure

Rhea-AI Filing Summary

On 06/27/2025, Fund 1 Investments, LLC and affiliated entities—together beneficially owning more than 10 % of Torrid Holdings Inc. (CURV)—filed a Form 4 disclosing new insider activity. The group purchased 8,500 common shares in the open market at an average cost of roughly $3.20 per share, lifting its direct and indirect equity stake to 10,433,112 shares. The filing also reveals that the reporting persons entered into an additional cash-settled total return swap on 25,000 notional shares at $3.276, increasing their derivative exposure to 3,805,255 notional shares. Because the swap is cash-settled, it provides economic—but not voting—rights. While the share purchase represents only about 0.08 % of their existing position, it extends a pattern of incremental buying by a large insider and may be read as a modest vote of confidence at current price levels.

Positive

• Continued insider accumulation: 10 % owner added 8,500 shares, signaling confidence at ~$3.20.
• Increased economic exposure: 25,000-share total return swap lifts synthetic position to 3.8 M shares.
• Long-dated swap maturities: Expirations beginning March 2026 with auto-extend clauses indicate sustained commitment.

Negative

• Purchase size immaterial: Added shares represent only ~0.08 % of existing stake—limited impact on supply/demand.
• Cash-settled swap lacks voting rights: Economic exposure does not translate into governance influence and introduces counterparty risk.

Insights

Equity Portfolio Manager

TL;DR Small open-market buy plus larger swap adds to already sizable 10 % holding; signal is modestly bullish but not game-changing.

The 8,500-share purchase is immaterial in size (<0.1 % of the group’s 10.4 million shares) yet still notable because it continues a sequence of insider buys at depressed prices. Insider accumulation, even incremental, can support investor sentiment when executed by a 10 % owner. The added total-return swap expands economic exposure without voting power, implying a tactical leverage play rather than governance intent. Overall impact is positive for confidence but unlikely to alter near-term fundamentals or float dynamics.

Derivatives & Risk Analyst

TL;DR New swap increases synthetic exposure to 3.8 M shares; cash settlement limits governance influence, leverage risk rises slightly.

The cash-settled total return swap gives the holders price performance on 25,000 additional shares, extending notional exposure to 3.8 million shares with expiries through November 2027. Because settlement is in cash, counterparty risk and mark-to-market requirements apply, but there is no share delivery or voting. Automatic annual extension clauses add longevity unless actively terminated. From a risk standpoint, leverage increases but remains small relative to the 10.4 million physical shares held. No immediate dilution or overhang is created, so market impact is low.

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^*

Fund 1 Investments, LLC

(Last) (First) (Middle)

100 CARR 115

UNIT 1900

(Street)

RINCON PR 00677

(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)
06/27/2025

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	06/27/2025		P		5,000	A	$3.1945	10,429,612	I	See Footnotes(1)(2)
Common stock, par value $0.01 per share	06/27/2025		P		3,500	A	$3.216	10,433,112	I	See Footnotes(1)(2)

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
Cash-Settled Total Return Swap	(3)	06/27/2025		P/K		25,000		(3)	03/02/2026(3)(4)	Common stock, par value $0.01 per share	25,000	$3.276	3,805,255	I	See Footnotes(1)(2)

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 (the "Master Fund") for which Pleasant Lake Partners LLC ("PLP") serves as investment adviser. Fund 1 Investments, LLC ("Fund 1") serves as managing member of PLP. Jonathan Lennon (together with Fund 1, PLP and Master Fund, the "Reporting Persons") serves as managing member of Fund 1. 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. Securities held for the account of Master Fund.

3. 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 25,000 notional shares of common stock, 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.

4. 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.
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FAQ

How many Torrid (CURV) shares did the insider group buy on 06/27/2025?

They purchased 8,500 common shares at an average price of about $3.20.

What is the insider group’s total equity ownership in CURV after the transaction?

Direct and indirect ownership rose to 10,433,112 shares of common stock.

What derivative position did the insiders enter into?

They added a cash-settled total return swap on 25,000 notional CURV shares priced at $3.276.

Do the swap agreements give the insider voting power?

No, the swaps are cash-settled; they provide economic exposure but no voting or dispositional control.

When do the swap agreements expire?

Initial expirations begin March 2, 2026, auto-extending annually unless either party opts out.

Is the filing made by a single person or a group?

The Form 4 is filed by multiple reporting persons, including Fund 1 Investments, PLP Funds Master Fund LP, and others.