[144] UMB Financial Corporation SEC Filing

Rhea-AI Filing Summary

Form 4 Overview – Torrid Holdings Inc. (CURV)

On June 30, 2025 Sycamore Partners Torrid, L.L.C. and its affiliated investment vehicles (collectively, “Sycamore”) filed a Form 4 reporting a significant change in their beneficial ownership of Torrid Holdings common stock. The filing covers transactions executed on June 26, 2025.

• Total shares disposed: 15,680,908.
• Disposition breakdown: (i) 9,650,000 shares sold to the public in a registered secondary offering, and (ii) 6,030,908 shares repurchased directly by the issuer in a privately-negotiated buyback.
• Price: $3.31625 per share (net of underwriting discount) for both legs of the transaction.
• Remaining ownership: 58,295,694 common shares are still reported as beneficially owned by Sycamore.
• Reporting persons: Seven Sycamore-related entities and Mr. Stefan Kaluzny (managing partner) jointly filed; each remains a >10 % owner and disclaims beneficial ownership beyond pecuniary interest.

No derivative securities were reported. The transaction code “S” confirms it was a sale of non-derivative equity.

Key takeaways for investors

• Sycamore reduced its stake by roughly 15.7 million shares but still retains a sizeable holding, potentially keeping meaningful influence over the company.
• The simultaneous issuer share repurchase offsets part of the public float increase and may signal Board approval of capital return at the stated price.
• The $3.31 transaction price provides an observable valuation reference for recent large-block trades.

Positive

• Issuer repurchase of 6.03 million shares at $3.31625 immediately reduces outstanding share count.
• Sycamore retains 58.3 million shares, ensuring continuity of a knowledgeable strategic shareholder.

Negative

• 15.68 million shares sold by the controlling shareholder increases public float by ~9.65 million shares, adding supply pressure.
• Partial exit by 10 % owner may signal reduced long-term commitment.

Insights

Securities Analyst

TL;DR Large insider sale reduces overhang but signals partial exit; buyback tempers dilution, overall slightly negative sentiment.

Material impact: The 15.7 million-share divestiture represents a sizable block and lessens Sycamore’s concentration, which could diminish perceived sponsor commitment. Although 6.0 million shares were simultaneously retired by the company, net float still rises by roughly 9.6 million shares, adding supply that may pressure the stock near-term. The price ($3.31) was struck at a modest discount to prior secondary offerings, creating a near-term valuation benchmark. Post-transaction Sycamore retains 58.3 million shares, so governance influence remains high. Overall, the filing is modestly negative given the continued sell-down by the controlling shareholder, partially offset by the accretive buyback.

Corporate Governance Expert

TL;DR Stake cut shows liquidity path for sponsor yet maintains control; governance dynamics largely unchanged.

The joint filing lists seven Sycamore entities plus Mr. Kaluzny, reaffirming their coordinated status and >10 % ownership. While the sale reduces economic exposure, Sycamore’s remaining 58.3 million shares likely still represent a majority position, preserving board influence and strategic control. The disclosure complies with Rule 16a-3(j) and includes standard disclaimers of beneficial ownership. No derivative positions or new voting agreements are indicated. Investors should monitor future filings for continued stair-step exits that could alter control.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Capital Institutional Services 1700 Pacific Ave. Suite 1000 Dallas TX 75201	576	61067.52	75918539	07/01/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	04/18/2008	Gift	R.C. Kemper, Jr.		01/05/1970	173627		NA

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
R C Kemper Charitable Trust and Foundation 1010 Grand Boulevard Kansas City MO 64106	Common Stock	05/01/2025	1250	122043.50
R C Kemper Jr Charitable Trust and Foundation 1010 Grand Boulevard Kansas City MO 64106	Common Stock	05/01/2025	2550	248968.74
Bebe & Crosby Kemper Foundation for the Arts 1010 Grand Boulevard Kansas City MO 64106	Common Stock	05/01/2025	576	56237.64
R C Kemper Charitable Trust and Foundation 1010 Grand Boulevard Kansas City MO 64106	Common Stock	04/01/2025	1250	125455.25
R C Kemper Jr Charitable Trust and Foundation 1010 Grand Boulevard Kansas City MO 64106	Common Stock	04/01/2025	2550	255928.71
Bebe & Crosby Kemper Foundation for the Arts 1010 Grand Boulevard Kansas City MO 64106	Common Stock	04/01/2025	576	57809.78
Bebe & Crosby Kemper Foundation for the Arts 1010 Grand Boulevard Kansas City MO 64106	Common Stock	06/02/2025	576	58588.36
R C Kemper Charitable Trust and Foundation 1010 Grand Boulevard Kansas City MO 64106	Common Stock	06/02/2025	1250	127144.88
R C Kemper Jr Charitable Trust and Foundation 1010 Grand Boulevard Kansas City MO 64106	Common Stock	06/02/2025	2550	259375.55
Pioneer Service Corp 1010 Grand Boulevard Kansas City MO 64106	Common Stock	06/02/2025	3960	403135.52
Kemper Realty Co 1010 Grand Boulevard Kansas City MO 64106	Common Stock	06/02/2025	1452	147862.68

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Torrid (CURV) shares did Sycamore sell on June 26 2025?

A total of 15,680,908 common shares were disposed of: 9.65 million via secondary offering and 6.03 million through an issuer buyback.

What price did the CURV shares trade at in the secondary offering?

Shares were sold and repurchased at $3.31625 per share (net of underwriting discount).

How many Torrid shares does Sycamore still own after the sale?

Sycamore reports 58,295,694 shares beneficially owned following the transactions.

Did the filing report any derivative securities activity?

No. Table II shows no derivative instruments acquired or disposed of.

Why are multiple Sycamore entities listed in the Form 4?

Seven related entities and Mr. Stefan Kaluzny jointly filed because they collectively control the shares; each disclaims ownership beyond its pecuniary interest.