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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.
Torrid Holdings (NYSE:CURV) filed an 8-K announcing two capital-markets actions.
Secondary offering: 10,000,000 shares sold by existing holders at $3.50, plus a 1.5 million-share over-allotment option. The company received no proceeds; the deal closed June 26 2025 under an effective S-3 shelf led by BofA Securities, Jefferies and William Blair.
Concurrent repurchase: on June 23 2025 the board okayed a $20 million buyback from Sycamore Partners at the same $3.50 price. The purchase, completed June 26 2025, retires roughly 5.7 million shares to treasury stock.
- No share dilution; public float rises while total outstanding falls.
- Potential EPS accretion offset by insider supply overhang.
- Customary indemnities and legal opinion from Kirkland & Ellis.
Torrid Holdings (NYSE: CURV) has announced the pricing of a secondary offering of 10 million shares at $3.50 per share, with selling stockholders granting underwriters a 30-day option for an additional 1.5 million shares. The offering is expected to close around June 26, 2025.
Key highlights of the transaction:
- Concurrent with the offering, Torrid will repurchase $20 million worth of shares from Sycamore Partners at the same price paid by underwriters
- The company will not receive any proceeds from the secondary offering
- BofA Securities, Jefferies, and William Blair are serving as joint lead book-running managers
Torrid operates as a direct-to-consumer brand in North America, specializing in sizes 10 to 30 women's apparel, intimates, and accessories. The company focuses on providing fashionable, comfortable, and affordable options for curvy women, with exclusive product designs and curated collections for various lifestyle needs.
Torrid Holdings (NYSE: CURV) has announced a secondary offering of 10 million shares of common stock by existing stockholders, with an additional 1.5 million share option granted to underwriters. The company will not receive any proceeds from this sale.
Key highlights of the announcement include:
- Concurrent share repurchase agreement of $20 million worth of shares from Sycamore Partners at the same price as the underwriter purchase price
- Repurchased shares will be held as treasury stock
- BofA Securities, Jefferies, and William Blair serving as joint lead book-running managers
The offering is supported by a Form S-3 registration statement filed with the SEC on February 16, 2024. While the offering is not contingent on the concurrent repurchase, the repurchase is dependent on the offering's completion. This strategic move could impact the company's capital structure and ownership distribution, particularly affecting Sycamore Partners' stake in the company.
Torrid Holdings (NYSE: CURV) has announced two significant transactions on June 23, 2025: a $20 million stock repurchase agreement with Sycamore Partners Torrid and an underwritten public offering of common stock.
Key details of the transactions:
- The company will repurchase shares from Sycamore Partners in a private transaction at the same price per share as the underwritten public offering
- Repurchased shares will be held as treasury stock
- The concurrent repurchase is contingent upon the closing of the public offering, but not vice versa
- The board approved the repurchase based on the audit committee's recommendation
The company also filed a preliminary prospectus supplement to its shelf registration statement (No. 333-277148) for the public offering. The filing includes extensive forward-looking statements addressing potential risks such as consumer spending changes, supply chain constraints, inflationary pressures, and competitive market conditions.