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Torrid Holdings Inc. (NYSE: CURV) has filed a Rule 424(b)(7) prospectus supplement covering a secondary sale of 10,000,000 common shares by existing shareholders, principally Sycamore Partners-affiliated entities. The Company itself is not issuing new equity and therefore will receive no proceeds from the public offering.
Simultaneously, Torrid has entered into a $20 million Concurrent Repurchase Agreement with Sycamore Partners Torrid, L.L.C. Under this privately-negotiated arrangement the Company expects to buy back approximately 3,937,008 shares at the same price paid by the underwriters (illustratively $5.08, the 23-Jun-25 closing price). The Board and Audit Committee have approved the repurchase, which will close concurrently with—but is conditioned upon—the completion of the secondary offering.
Key transactional terms
- Base secondary offering: 10,000,000 shares.
- Underwriters’ option: up to an additional 1,500,000 shares within 30 days.
- Joint lead book-runners: BofA Securities, Jefferies, William Blair; additional managers BTIG and Telsey Advisory Group.
- Use of proceeds: 100% to Selling Securityholders; Company does not pay underwriting fees on shares it repurchases.
- Listing: NYSE ticker “CURV”; last sale price on 23-Jun-25 was $5.08.
Because the shares come exclusively from existing holders, current shareholders should experience no dilution. In fact, the $20 million buyback will modestly reduce shares outstanding, partly offsetting the increase in free float from the sponsor’s exit. Investors should balance the positive sign of management’s confidence (repurchase) against potential negative signals from a large insider sale and the immediate cash outflow. Detailed risk factors and tax considerations begin on pages S-6 and S-13, respectively.