Torrid (CURV) Form 4: Small Insider Purchase, Tax Withholding Detailed

Rhea-AI Filing Summary

Form 4 overview – Torrid Holdings Inc. (CURV)

Chief Strategy & Planning Officer Ashlee Wheeler reported two transactions covering the 2025 first-half employee stock-purchase-plan (ESPP) period and the subsequent tax-withholding event:

• 1,000 shares acquired on 06/30/2025 under the ESPP at $2.51, reflecting the 15% discount to the closing price mandated by the plan.
• 603 shares withheld on 07/01/2025 (Code F) to cover statutory taxes upon vesting of restricted stock, valued at $2.78 each.

After these actions, Wheeler’s direct beneficial ownership stands at 126,774 common shares, up a net 397 shares versus the prior balance. No derivative securities were involved, and the filing indicates direct ownership only. The activity is routine, driven by the ESPP and tax obligations, and does not signal a directional view on the stock.

Insights

Equity Research Analyst

TL;DR: Routine ESPP buy; immaterial size; neutral signal.

The acquisition was made through an automatic ESPP mechanism, not open-market discretion, limiting informational value. Net increase of 397 shares equates to roughly 0.1% of daily trading volume and is negligible relative to CURV’s 104 million basic shares. Code F tax withholding is standard. No change to insider ownership structure or corporate outlook. Impact on valuation or sentiment is expected to be de minimis.

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^*

Wheeler Ashlee

(Last) (First) (Middle)

C/O TORRID HOLDINGS INC.

18501 EAST SAN JOSE AVENUE

(Street)

CITY OF INDUSTRY CA 91748

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	See remarks.

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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

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

X	Form filed by One Reporting Person
	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	06/30/2025		A		1,000(1)	A	$2.51	127,377	D
Common Stock	07/01/2025		F		603(2)	D	$2.78	126,774	D

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

Explanation of Responses:

1. Shares purchased pursuant to the Torrid Holdings Inc. 2021 Employee Stock Purchase Plan ("ESPP"), for the ESPP purchase period of January 1, 2025 through June 30, 2025. In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the issuer's common stock on June 30, 2025.

2. Reflects the withholding of shares to satisfy tax liabilities in connection with the vesting of restricted stock.

Remarks:

Chief Strategy and Planning Officer

	/s/ Bridgett C. Zeterberg, as Attorney-in-Fact for Ashlee Wheeler	07/03/2025
	** 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 CURV shares did Ashlee Wheeler acquire on 06/30/2025?

She acquired 1,000 shares through the Employee Stock Purchase Plan at $2.51 each.

What is the insider's current CURV shareholding after the reported transactions?

Following the transactions, Wheeler directly owns 126,774 common shares.

Why were 603 CURV shares disposed of on 07/01/2025?

The 603 shares were withheld (Code F) by the company to cover tax liabilities arising from restricted-stock vesting.

Were any options or other derivative securities reported in this Form 4?

No. Table II shows zero activity involving derivative securities.

Does this Form 4 indicate a Rule 10b5-1 trading plan?

The filing does not mark the 10b5-1 checkbox, so no affirmative Rule 10b5-1 plan is disclosed for these transactions.