CURV
Torrid Holdings INC
NYSE
8-K: Torrid Holdings Announces Secondary Stock Offering by Key Shareholders and Concurrent $20 Million Share Repurchase
Sentiment:
Secondary Offering and Stock Repurchase Announcement
26 June 2025 4:06 PM
Torrid Holdings Inc. announced a secondary offering of 10 million common shares by selling stockholders at $3.50 per share, alongside a concurrent $20 million stock repurchase from Sycamore Partners Torrid, L.L.C., with the company receiving no proceeds from the secondary offering.
Better than expected
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.
Summary
- Torrid Holdings Inc. (CURV) announced the closing of a secondary offering of 10,000,000 shares of common stock by certain selling stockholders, including Sycamore Partners Torrid, L.L.C. and Lisa M. Harper.
- The shares were offered at a public offering price of $3.50 per share.
- The underwriters (BofA Securities, Inc., Jefferies LLC, and William Blair & Company, L.L.C.) have an option to purchase up to an additional 1,500,000 shares.
- The company itself did not sell any securities in this offering and will not receive any proceeds from the sale of shares by the selling stockholders.
- Concurrently, Torrid Holdings Inc. repurchased $20 million of its common stock from Sycamore Partners Torrid, L.L.C. in a private transaction.
- The repurchase price per share was equal to the price at which the underwriters purchased shares in the offering, which was $3.31625 per share (public offering price less underwriting discounts and commissions).
- The repurchased shares are being held as treasury stock.
- Both the secondary offering and the concurrent repurchase closed on June 26, 2025.
Sentiment
Score: 7
Explanation: The sentiment is moderately positive. While a large secondary offering by selling shareholders can be seen as a negative, the company's concurrent $20 million stock repurchase, where it did not sell any shares itself, signals confidence in its valuation and a proactive measure to manage market dynamics, offsetting some of the potential negative sentiment.
Positives
- The company did not sell any shares in the secondary offering, meaning no direct dilution of existing shareholder value from this specific offering.
- The company's concurrent repurchase of $20 million in shares from Sycamore Partners Torrid, L.L.C. signals management's confidence in the company's valuation and can be seen as a move to return capital to shareholders or offset selling pressure.
- The repurchase was approved by the company's board of directors based on the audit committee's recommendation, indicating due diligence and governance oversight.
Negatives
- A significant secondary offering of 10,000,000 shares by selling stockholders, particularly a major private equity firm like Sycamore Partners, could indicate a reduction in their long-term commitment or a move to monetize their investment, potentially creating selling pressure on the stock.
- The public offering price of $3.50 per share might be lower than the stock's recent trading price, which could negatively impact existing shareholders.
Risks
- Standard risks associated with public offerings, including potential for regulatory stop orders or suspension of trading.
- Market conditions, including adverse changes in financial markets, outbreaks of hostilities, or other crises, could make it impracticable to complete the offering or enforce sales contracts.
- Potential for material adverse changes in the company's financial condition, earnings, business affairs, or prospects.
- Litigation or regulatory proceedings related to the accuracy of disclosures in the registration statement or prospectus.
- Risks related to compliance with various laws, including Anti-Corruption Laws, Anti-Money Laundering Laws, and Sanctions.
- Cybersecurity risks related to the company's IT Systems and Data, including potential security breaches or unauthorized access.
Future Outlook
The document primarily reports on completed transactions (secondary offering and stock repurchase) and does not provide specific forward-looking statements or guidance regarding the company's future financial performance, strategic initiatives, or operational outlook.
Industry Context
This transaction reflects a common practice in the retail and apparel industry where private equity firms, after an IPO, gradually divest their holdings through secondary offerings. The concurrent share repurchase by Torrid Holdings Inc. suggests a company-specific strategy to manage share liquidity and potentially support its stock price amidst the selling pressure from a major shareholder's exit.
Stakeholder Impact
- Shareholders: Existing shareholders may experience short-term price volatility due to the large volume of shares offered by selling stockholders. However, the company's share repurchase could provide some support to the stock price and signals a commitment to shareholder value.
- Selling Stockholders: Sycamore Partners Torrid, L.L.C. and Lisa M. Harper are divesting a portion of their holdings, realizing liquidity from their investment.
- Underwriters: BofA Securities, Inc., Jefferies LLC, and William Blair & Company, L.L.C. will earn underwriting discounts and commissions from facilitating the offering.
Next Steps
- The Underwriters have an option to purchase up to an additional 1,500,000 shares of Common Stock from the Selling Stockholders within 30 days of June 24, 2025.
- The company will continue to comply with SEC reporting requirements and maintain its listing on the New York Stock Exchange.
Related Party Transactions
- The Company entered into a Stock Repurchase Agreement with Sycamore Partners Torrid, L.L.C., which is also a Selling Stockholder in the secondary offering. This constitutes a related party transaction.
Key Dates
- 2024-03-01: Company's registration statement on Form S-3 (Registration No. 333-277148) declared effective by the SEC.
- 2025-06-23: Company entered into a Stock Repurchase Agreement with Sycamore Partners Torrid, L.L.C.
- 2025-06-24: Date of earliest event reported in the 8-K filing; Underwriting Agreement entered into; Prospectus supplement dated and filed with the SEC; Applicable Time for General Disclosure Package set at 6:40 P.M. New York City time.
- 2025-06-26: Offering closed; Concurrent Repurchase closed; Opinion of Kirkland & Ellis LLP regarding legal matters with respect to the Offering issued; Date of signing of the 8-K report.
Keywords
Torrid Holdings Inc., CURV, Secondary Offering, Stock Repurchase, Sycamore Partners, SEC Filing, 8-K, Common Stock, Underwriting Agreement, Share Buyback, Public Offering, Retail, Apparel
CURV
Torrid Holdings INC
NYSE
Sector: TBD
Filings with Classifications
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.