Torrid Holdings Inc. Announces Launch of Secondary Offering of Common Stock and Concurrent Share Repurchase

Torrid Holdings Inc. (“Torrid” or the “Company”) (NYSE: CURV) today announced the launch of an underwritten public offering of 10,000,000 shares of common stock (the “Offering”) to be sold by certain stockholders of the Company (the “Selling Stockholders”). Torrid will not receive any of the proceeds from the sale of the shares by the Selling Stockholders. The Selling Stockholders intend to grant the underwriters a 30-day option to buy an additional 1,500,000 shares of common stock at the public offering price, less the underwriting discount and commissions.

In addition, Torrid has agreed to purchase from Sycamore Partners $20.0 million of Torrid’s shares of common stock at a price per share equal to the price per share to be paid by the underwriters in the Offering specified above (the “Concurrent Repurchase”). The Concurrent Repurchase was approved by Torrid’s board of directors acting on the recommendation of the audit committee. The repurchased shares will be held as treasury stock upon completion of the Concurrent Repurchase. The Concurrent Repurchase is expected to be consummated substantially concurrently with the closing of the Offering. The Offering is not conditioned upon the closing of the Concurrent Repurchase, but the Concurrent Repurchase is conditioned upon the closing of the Offering.

BofA Securities, Jefferies and William Blair are acting as joint lead book-running managers for the Offering. BTIG is acting as book-running manager for the Offering. Telsey Advisory Group is acting as co-manager for the Offering.

A registration statement (including a prospectus) on Form S-3 was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 16, 2024, and has been declared effective. The Offering will be made only by means of a prospectus supplement and the accompanying prospectus. Before you invest, you should read the registration statement, the prospectus supplement, the accompanying prospectus and other documents the Company has filed or will file with the SEC for information about the Company and the Offering. You may obtain these documents free of charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus supplement and the accompanying prospectus, when available, may be obtained by contacting: BofA Securities, Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina, 28255-0001, or by email at [e-mail]; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, or by email at [e-mail]; or William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, or by email at [e-mail].