[Form 4] Torrid Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Blaize Holdings, Inc. (Nasdaq: BZAI) filed Prospectus Supplement No. 4 and an accompanying Current Report that together disclose a three-year, non-exclusive Sales Partner Referral Agreement executed on 30 June 2025 between wholly-owned subsidiary Blaize, Inc. and Burkhan LLC, an affiliate of Burkhan Capital.

Key commercial terms:

• Initial approved customer: BurTech Systems Tech LLC (BST), also affiliated with Burkhan.
• Potential purchase volume: BST will buy up to $56.5 million of Blaize products & services (GSP hardware, SDK, AI Studio, professional services) for resale to an unaffiliated end-user during Q2 2025-2026.
• Financing structure: BST fronts the purchase price; the end-user reimburses BST plus a 2.5 % financing fee.
• Commissions: Burkhan LLC earns up to 10 % of gross revenue on each qualifying purchase, paid 50 % cash / 50 % cash or Blaize common stock (VWAP-based), contingent on Blaize achieving a specified gross-margin threshold. Payments occur as Blaize receives cash.
• Termination: Either party may terminate for convenience with 30 days’ notice or for breach with 5 days’ notice.
• Governance: The Audit Committee approved the related-party transaction; confidentiality, non-circumvention and FCPA compliance clauses included.

Capital markets details:

• Up to 29.7 million new shares may become issuable upon warrant exercise under the underlying S-1.
• The referral agreement permits unregistered issuance of common stock to Burkhan LLC, relying on Section 4(a)(2) exemption, potentially dilutive but capped by Nasdaq Rule 5635(d).
• Closing prices on 7 July 2025: $2.83 per common share and $0.3534 per warrant.

Investment takeaways: If fully executed, the BST order would be material relative to Blaize’s historical scale, providing multi-year revenue visibility. However, purchase volumes remain up to $56.5 million and are subject to customer acceptance, contract margins, and early termination rights. Additionally, commissions (cash plus potential equity) reduce net profitability and may create dilution. The related-party nature warrants ongoing governance scrutiny.

Positive

• Potential $56.5 million sales pipeline to BST could materially boost Blaize’s top-line through 2026.
• Cash-advance model shifts working-capital burden to BST, improving Blaize’s liquidity profile.
• Audit Committee approval adds governance legitimacy to a related-party transaction.

Negative

• Revenue not guaranteed; purchase amount is ‘up to’ and contract is terminable on 30 days’ notice.
• Up to 10 % commission plus possible stock issuance dilutes margins and shareholder value.
• Related-party nature (Burkhan affiliations) increases conflict-of-interest risk.
• Equity issuance exemption (Section 4(a)(2)) provides limited investor safeguards and may increase float.

Insights

Equity Research Analyst

TL;DR: Up to $56.5 m order could be transformative for BZAI, but execution, margin and dilution risks remain.

The referral agreement introduces a large, defined sales pipeline that, if realized, could surpass Blaize’s recent annual revenues (not disclosed here, but historically sub-$50 m). Cash advances from BST mitigate working-capital strain, while commission payouts align partner incentives. Nonetheless, revenue recognition hinges on end-user acceptance and shipment schedules; the agreement is terminable on 30 days’ notice, and only cash actually received triggers commissions.
Dilutive impact depends on share price and Nasdaq issuance cap; at $2.83, issuing 50 % of a 10 % commission equates to roughly 1 m shares per $10 m revenue, modest but notable for a micro-cap. Overall impact: positive but contingent.

Corporate Governance & Risk Specialist

TL;DR: Related-party deal approved by Audit Committee; termination flexibility and dilution warrant monitoring.

The counter-parties (Burkhan LLC and BST) are affiliated, raising inherent conflict-of-interest considerations. Management mitigated this via Audit Committee review, confidentiality, non-circumvention, and explicit FCPA language. However, the variable commission structure (cash/stock) could incentivize aggressive margin targets and share issuance. The agreement’s 30-day termination clause leaves revenue visibility uncertain, and equity issuance under Section 4(a)(2) offers limited investor protections. From a governance lens, the disclosure is adequate but oversight should persist as sales progress.

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^*

Zeterberg Bridgett C.

(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)
07/05/2025

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	07/05/2025		F		2,395(1)	D	$2.9	185,698	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. Reflects the withholding of shares to satisfy tax liabilities in connection with the vesting of restricted stock.

Remarks:

Chief Human Resources Officer and Chief Legal Officer

	/s/ Chinwe Abaelu, as Attorney-in-Fact for Bridgett C. Zeterberg	07/08/2025
	** 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 large is the potential order referenced in Blaize’s July 2025 filing (BZAI)?

The referral exhibit states BurTech Systems Tech LLC may purchase up to $56.5 million of Blaize products through 2026.

What commission will Burkhan LLC earn under the referral agreement with Blaize (BZAI)?

Burkhan LLC is eligible for up to a 10 % commission on gross revenue, paid 50 % cash and 50 % cash or Blaize common stock at Blaize’s discretion.

Can the Blaize–Burkhan referral agreement be terminated early?

Yes. Either party may terminate for convenience with 30 days’ notice, or for material breach with 5 days’ notice.

Will the commission payments create share dilution for Blaize investors?

Potentially. Blaize may satisfy up to half of the commission in unregistered common stock, subject to Nasdaq Rule 5635(d) issuance limits.

Which products are included in the Blaize referral program?

Eligible offerings include Blaize GSP hardware, SDK, AI Studio, and professional services.

When will Blaize recognize commission expenses?

Commissions become payable only after Blaize actually receives cash from the Approved Prospect via BST.