CURV
Torrid Holdings INC
NYSE
Form 4: Sycamore Partners Reduces Significant Stake in Torrid Holdings Through Dual Transaction
Sentiment:
Insider Transaction Report
30 June 2025 4:13 PM
Sycamore Partners, a major shareholder and director of Torrid Holdings Inc., has significantly reduced its beneficial ownership by selling over 15 million shares through a secondary public offering and a concurrent share repurchase by the issuer.
Worse than expected
Sycamore Partners, a significant insider and 10% owner, sold a substantial block of 15,680,908 shares, indicating a reduction in their stake and potentially their confidence in the company's future performance.
Capital raise
A registered public offering (Secondary Offering) of 9,650,000 shares was conducted by Sycamore Partners Torrid, L.L.C., which generated proceeds for the selling shareholder.
Torrid Holdings Inc. concurrently repurchased 6,030,908 shares from Sycamore, which represents a use of the company's cash for share buybacks.
Summary
- Sycamore Partners Torrid, L.L.C. and related entities, including Stefan L. Kaluzny, reported the disposition of 15,680,908 shares of Torrid Holdings Inc. common stock.
- The transaction occurred on June 26, 2025, with shares sold at a price of $3.3163 per share.
- The disposition consisted of two parts: 9,650,000 shares sold by Sycamore Partners Torrid, L.L.C. in a registered public offering (Secondary Offering) at a net price of $3.31625 per share.
- Concurrently, Torrid Holdings Inc. repurchased 6,030,908 shares of common stock from Sycamore at $3.31625 per share through a privately negotiated agreement.
- Following these transactions, the reporting persons beneficially own 58,295,694 shares of Torrid Holdings Inc. common stock.
Sentiment
Score: 4
Explanation: While the company repurchased shares, the overall sentiment is slightly negative due to a significant insider sale by a major shareholder, which could be interpreted as a lack of long-term conviction or a strategic exit.
Positives
- Torrid Holdings Inc. repurchased 6,030,908 shares from Sycamore Partners at $3.31625 per share, which can be viewed as a positive use of capital if the company believes its shares are undervalued, potentially reducing the outstanding share count.
Negatives
- Sycamore Partners, a significant insider and 10% owner, sold a substantial block of 15,680,908 shares, which could be interpreted by the market as a reduction in confidence or a strategic portfolio rebalancing by a major investor.
Risks
- A large insider sale by a significant shareholder could signal potential concerns about the company's future performance or valuation, potentially leading to negative market sentiment and downward pressure on the stock price.
Future Outlook
NA
Management Comments
- N
- A
Industry Context
This Form 4 details an insider transaction, specifically a significant reduction in stake by a major private equity firm, Sycamore Partners, in Torrid Holdings Inc. Such transactions are common for private equity firms as they monetize their investments, but the market often scrutinizes the timing and size of such sales for signals about the company's prospects or the firm's investment strategy.
Comparison to Industry Standards
- N
- A
Stakeholder Impact
- Shareholders: The significant insider sale could lead to negative market sentiment and potential downward pressure on the stock price. The share repurchase by the company could be seen as a positive for remaining shareholders by reducing share count, but its impact depends on the repurchase price relative to intrinsic value.
Next Steps
- N
- A
Legal Proceedings
- N
- A
Related Party Transactions
- Torrid Holdings Inc. repurchased 6,030,908 shares of common stock from Sycamore Partners Torrid, L.L.C., a 10% owner and related party, through a privately negotiated agreement.
Key Dates
- 06/26/2025: Date of the reported transaction, including the closing of the Secondary Offering and the Issuer's share repurchase.
- 06/30/2025: Date the Form 4 was signed and filed.
Keywords
Torrid Holdings Inc., CURV, Sycamore Partners, Insider Sale, Share Repurchase, Secondary Offering, Beneficial Ownership, Form 4, Equity Transaction, Private Equity Exit
CURV
Torrid Holdings INC
NYSE
Sector: TBD
Filings with Classifications
Worse than expected
3 July 2025 2:37 PM
Insider Trading Report
- Significant sales by a 10% owner and director could signal a lack of confidence or a strategic portfolio rebalancing, which is generally perceived as a negative indicator for the stock.
Better than expected
1 July 2025 12:15 PM
Insider Trading Report
- The acquisition of additional common shares and new swap agreements by a 10% owner and director is generally viewed as a positive signal, indicating confidence in the company's prospects.
- Insider buying suggests that those with intimate knowledge of the company believe the stock is undervalued or has significant upside potential.
Worse than expected
30 June 2025 6:16 PM
Insider Transaction Report
- The sale of a significant number of shares (350,000) by the Chief Executive Officer and Director is generally perceived as a negative signal by investors.
- The transaction was not indicated as being part of a pre-planned Rule 10b5-1 program, which might suggest the sale was more discretionary.
Capital raise
30 June 2025 4:13 PM
Insider Transaction Report
- A registered public offering (Secondary Offering) of 9,650,000 shares was conducted by Sycamore Partners Torrid, L.L.C., which generated proceeds for the selling shareholder.
- Torrid Holdings Inc. concurrently repurchased 6,030,908 shares from Sycamore, which represents a use of the company's cash for share buybacks.
Worse than expected
30 June 2025 4:13 PM
Insider Transaction Report
- Sycamore Partners, a significant insider and 10% owner, sold a substantial block of 15,680,908 shares, indicating a reduction in their stake and potentially their confidence in the company's future performance.
Better than expected
26 June 2025 4:06 PM
Secondary Offering and Stock Repurchase Announcement
- The company's decision to repurchase $20 million of its own stock concurrently with a large secondary offering by selling shareholders indicates management's confidence in the company's valuation and a strategic effort to mitigate potential downward pressure on the stock price from the selling shareholders' divestment.
- The company did not sell any shares in the secondary offering, meaning no direct dilution of existing shareholder value from this specific transaction.
Capital raise
24 June 2025 4:26 PM
Secondary Offering and Share Repurchase Announcement
- An underwritten public offering of 10,000,000 shares of common stock is being launched by certain existing stockholders of Torrid Holdings Inc.
- The selling stockholders intend to grant the underwriters a 30-day option to buy an additional 1,500,000 shares of common stock.
- Torrid Holdings Inc. will not receive any proceeds from the sale of shares by the selling stockholders in this offering.
Worse than expected
9 June 2025 4:05 PM
Quarterly Report
- Net sales decreased by 4.9%, indicating a decline in market demand or competitive pressure.
- Gross profit decreased by 12.1%, and the gross margin percentage contracted by 3.2 percentage points, suggesting pricing pressures, higher costs, or increased promotional activity.
- Net income fell by 51.2%, reflecting a significant reduction in overall profitability.
- Adjusted EBITDA decreased by 40.4%, indicating a substantial deterioration in operational earnings.
- The shift from positive cash flow from operations ($27.6 million) to negative cash flow from operations ($(18.0) million) is a significant adverse change in liquidity generation from core business activities.
Delay expected
5 June 2025 4:16 PM
Quarterly Earnings Report
- The company has paused its China-sourced shoe category, which is expected to result in a revenue reduction of $40 million to $45 million in 2025, as they explore a more profitable re-entry strategy.
Worse than expected
1 April 2025 4:11 PM
Annual Results
- Net sales decreased by 4.2% year-over-year, indicating a decline in overall revenue generation.
Worse than expected
11 December 2024 4:38 PM
Quarterly Report
- Net sales decreased by 4.2% in the third quarter of 2024, indicating a potential slowdown in customer spending.
- Comparable sales decreased by 7% in the third quarter of 2024, suggesting a decline in sales at existing locations.
Worse than expected
3 December 2024 4:10 PM
Quarterly Report
- The company's net sales and comparable sales decreased, indicating worse than expected performance.
Capital raise
11 September 2024 9:34 AM
Secondary Offering Announcement
- Torrid Holdings Inc. is conducting an underwritten public offering of 8,000,000 shares of common stock.
- The shares are being sold by certain stockholders of the company.
- The company will not receive any proceeds from the sale of these shares.
- The underwriters have a 30-day option to purchase an additional 1,200,000 shares.
Better than expected
11 September 2024 9:34 AM
Secondary Offering Announcement
- The company's NPS score is significantly higher than the industry average.
- The company's return rate is lower than the industry average.
- The company's LTV:CAC ratio is strong, indicating efficient customer acquisition.
- The company has successfully reduced inventory levels and improved distribution throughput.
Worse than expected
9 September 2024 4:26 PM
Quarterly Report
- The company's comparable sales decreased by 18% for the three months and 16% for the six months ended August 3, 2024, indicating a significant decline in sales performance compared to the previous year.
Better than expected
4 September 2024 7:10 AM
Quarterly Report
- The company's adjusted EBITDA exceeded guidance, indicating better than expected profitability.
- The company's net sales came in at the high end of guidance, indicating better than expected revenue performance.
- The company's gross margin improved by 323 basis points, indicating better than expected cost management and pricing strategies.
Worse than expected
12 June 2024 4:22 PM
Quarterly Report
- The company's net sales decreased by 4.8% and comparable sales decreased by 9%, indicating weaker performance than expected.
Better than expected
12 June 2024 4:17 PM
Quarterly Report
- The company exceeded its adjusted EBITDA guidance for the first quarter, indicating better than expected profitability.
Worse than expected
2 April 2024 4:06 PM
Annual Results
- The company's net sales, net income, and adjusted EBITDA all decreased year-over-year, indicating worse than expected financial performance.
- Comparable sales declined by 12%, which is a significant drop and worse than industry averages.
- The company's active customer base and sales per active customer also decreased, suggesting a decline in customer engagement and spending.
Better than expected
28 March 2024 4:11 PM
Quarterly Report
- The company's fourth-quarter results exceeded its own guidance, indicating better-than-expected performance.
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