CURV
Torrid Holdings INC
NYSE
Form 4: Torrid Holdings 10% Owner Increases Stake with Significant Share Purchases and Swap Agreements
Sentiment:
Insider Trading Report
1 July 2025 12:15 PM
Fund 1 Investments, LLC, a 10% owner and director of Torrid Holdings Inc., has increased its beneficial ownership through the acquisition of 8,500 common shares and entering into new cash-settled total return swap agreements for 25,000 notional shares.
Better than expected
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.
Summary
- Fund 1 Investments, LLC, along with related entities PLP Funds Master Fund LP and Pleasant Lake Partners LLC, reported an increase in their beneficial ownership of Torrid Holdings Inc. common stock.
- On June 27, 2025, 5,000 shares of common stock were acquired at a price of $3.1945 per share.
- On the same date, an additional 3,500 shares of common stock were acquired at a price of $3.216 per share.
- Following these transactions, the total indirect beneficial ownership of non-derivative common stock stands at 10,433,112 shares.
- The reporting persons also entered into new cash-settled total return swap agreements on June 27, 2025, providing economic exposure to 25,000 notional shares of common stock at a price of $3.276 per notional share.
- The total beneficial ownership of derivative securities (cash-settled total return swaps) following this transaction is 3,805,255 notional shares.
- These swap agreements have expiration dates ranging from March 2, 2026, to November 1, 2027, with provisions for automatic 12-month extensions.
Sentiment
Score: 8
Explanation: The acquisition of additional shares and new swap agreements by a significant insider (10% owner and director) indicates strong confidence in the company's future performance and valuation, which is a highly positive signal for investors.
Positives
- A significant 10% owner and director, Fund 1 Investments, LLC, increased its stake in Torrid Holdings Inc. by acquiring 8,500 common shares, signaling confidence in the company's future.
- The acquisition of 25,000 notional shares through cash-settled total return swaps further demonstrates a bullish economic interest in Torrid Holdings Inc.
- The average purchase price for the common shares was approximately $3.20 per share, indicating a specific valuation point at which the insider found the stock attractive.
Risks
- The cash-settled total return swaps provide economic exposure but do not grant voting or disposition power over the underlying shares, limiting direct influence on corporate governance for those specific shares.
- The reporting persons disclaim beneficial ownership of the shares underlying the swaps except to the extent of their pecuniary interest, which could imply a more limited long-term commitment compared to direct share ownership.
Future Outlook
The filing indicates a continued economic interest in Torrid Holdings Inc. through the acquisition of additional shares and the establishment of new swap agreements with expiration dates extending into 2026 and 2027, suggesting a long-term positive view by the reporting persons.
Management Comments
- Benjamin C. Cable, Chief Operating Officer of Fund 1 Investments, LLC, signed the filing on behalf of the reporting persons.
Industry Context
The insider buying activity by a significant shareholder and director in Torrid Holdings Inc. suggests a belief in the company's potential within the retail sector, particularly in the plus-size apparel market. Such actions can be interpreted as a positive signal, especially in a dynamic retail environment where consumer spending patterns and market trends are closely watched.
Stakeholder Impact
- Shareholders: The insider buying activity may instill confidence among existing shareholders and attract new investors, potentially leading to increased demand for the stock.
- Management: The increased stake by a significant owner could align interests between management and this key shareholder, potentially influencing strategic decisions.
Next Steps
- The swap agreements include provisions for automatic 12-month extensions unless one party provides written notice not to extend, indicating potential future decisions regarding these derivative positions.
Related Party Transactions
- Fund 1 Investments, LLC serves as managing member of Pleasant Lake Partners LLC, which serves as investment adviser to PLP Funds Master Fund LP.
- Jonathan Lennon serves as managing member of Fund 1 Investments, LLC.
- The reporting persons disclaim beneficial ownership of the shares reported except to the extent of their pecuniary interest, clarifying the nature of their indirect holdings.
Key Dates
- 06/27/2025: Date of reported transactions for both non-derivative and derivative securities.
- 07/01/2025: Date the Form 4 filing was signed.
- 03/02/2026: Earliest expiration date for the cash-settled total return swap agreements.
- 11/01/2027: Latest expiration date for the cash-settled total return swap agreements.
Keywords
Torrid Holdings Inc., CURV, SEC Form 4, Insider Buying, Share Acquisition, Total Return Swap, Beneficial Ownership, Fund 1 Investments, PLP Funds Master Fund, Pleasant Lake Partners, Director, 10% Owner, Equity Investment
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.
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.
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.
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.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.