[SCHEDULE 13G/A] Torrid Holdings Inc. SEC Filing

Rhea-AI Filing Summary

A Form 4 filed on 07/08/2025 discloses that Stephen Neeleman, founder, Vice-Chairman and director of HealthEquity, Inc. (HQY), disposed of 1,049 common shares on 07/03/2025 at an average price of $100.8721 under transaction code "F", indicating shares were withheld to satisfy taxes or exercise costs rather than an open-market sale.

After the withholding, Neeleman continues to hold 112,593 shares directly and 756,235 shares indirectly through a trust and family LLC, leaving his total ownership at approximately 868,828 shares. The disposition equals roughly 0.12 % of his aggregate holdings, suggesting no material change in insider alignment.

Table II shows three fully vested option grants with strike prices of $41.28, $61.72 and $73.61, covering a combined 49,462 shares that remain outstanding and immediately exercisable.

No other share sales, purchases or derivative exercises were reported. Given the small size and tax-related nature of the transaction, the filing is operationally and financially immaterial for HQY shareholders.

Positive

• Insider retains a substantial stake of roughly 868,828 shares, maintaining strong alignment with shareholders.
• All reported stock options are fully vested, indicating the executive has long-term exposure to HQY's share price.

Negative

• Insider disposed of 1,049 shares, although the sale appears tax-related and immaterial in size.

Insights

Securities Analyst

TL;DR: Tax-withholding sale of 1,049 shares; insider still owns ~868k—neutral impact.

The Form 4 shows a routine, code-F disposal by founder Stephen Neeleman. Because the 1,049 shares represent a fraction of his holdings and were surrendered for tax purposes, the sale does not signal a shift in sentiment or alter ownership control. Neeleman's sizeable remaining stake and fully vested, in-the-money options suggest continued alignment with shareholder interests. From a market-impact standpoint, the filing is informational rather than catalytic.

Corporate Governance Expert

TL;DR: Minor, compliance-driven share withholding; governance posture unchanged.

The transaction code and small volume indicate a standard tax-settlement event following equity vesting. There is no evidence of strategic divestiture or governance concern. Insider still controls over 868k shares through direct and related entities, maintaining long-term incentive alignment. Consequently, I deem the disclosure not impactful on governance risk or shareholder influence.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Torrid Holdings Inc.

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

89142B107

(CUSIP Number)

06/26/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 89142B107

1

Names of Reporting Persons

Fund 1 Investments, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 10,433,112.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,433,112.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,433,112.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.5 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Torrid Holdings Inc.
(b)	Address of issuer's principal executive offices: 1851 East San Jose Avenue, City of Industry, California, 91748
Item 2.
(a)	Name of person filing: Fund 1 Investments, LLC
(b)	Address or principal business office or, if none, residence: 100 Carr 115 Unit 1900, Rincon, Puerto Rico 00677
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common stock, par value $0.01 per share
(e)	CUSIP No.: 89142B107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of the close of business on June 30, 2025, Fund 1 Investments, LLC beneficially owned 10,433,112 shares of the Issuer's common stock, par value $0.01 per share (the "Shares").
(b)	Percent of class: As of the close of business on June 30, 2025, Fund 1 Investments, LLC beneficially owned approximately 10.5% of the outstanding Shares.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 10,433,112
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 10,433,112 *** Shares reported herein for Fund 1 Investments, LLC are held for the benefit of private investment vehicles for which Pleasant Lake Partners LLC serves as investment adviser. Fund 1 Investments, LLC serves as managing member of Pleasant Lake Partners LLC. Jonathan Lennon serves as managing member of Fund 1 Investments, LLC. Each of Fund 1 Investments, LLC, Pleasant Lake Partners LLC and Mr. Lennon disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. All information reported herein with respect to the Reporting Person's holdings is as of the close of business on June 30, 2025. All percentages reported herein with respect to the Reporting Person's holdings are calculated based on 99,041,174 Shares outstanding as of June 26, 2025, which is the total number of Shares outstanding after the closing of the secondary offering of Shares by certain selling stockholders and the concurrent repurchase of Shares by the Issuer, as disclosed in the Issuer's Prospectus Supplement filed with the Securities and Exchange Commission (the "SEC") on June 25, 2025. The secondary offering and concurrent repurchase closed on June 26, 2025, as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on June 26, 2025.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 4. In addition, PLP Funds Master Fund LP, a private investment vehicle for which Pleasant Lake Partners LLC serves as investment adviser, has the right to receive and/or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than five percent of the common stock of the Issuer.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Item 4.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Fund 1 Investments, LLC

Signature:	/s/ Benjamin C. Cable
Name/Title:	Benjamin C. Cable, Chief Operating Officer
Date:	07/08/2025

FAQ

How many HQY shares did Stephen Neeleman sell?

He disposed of 1,049 common shares at $100.8721 on 07/03/2025.

What percentage of his total holdings was sold?

Approximately 0.12 % of his combined direct and indirect ownership.

Why was transaction code "F" used in the filing?

Code F denotes shares withheld to cover tax or exercise costs, not an open-market sale.

How many HQY shares does Neeleman still own after the transaction?

He owns 112,593 shares directly and 756,235 shares indirectly, totaling about 868,828.

Were any stock options exercised in this Form 4?

No. The filing lists 49,462 fully vested options that remain outstanding but were not exercised.