Sec Form 3 Filing - Wheeler Ashlee @ Torrid Holdings Inc. - 2025-04-18

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Wheeler Ashlee
2. Issuer Name and Ticker or Trading Symbol
Torrid Holdings Inc. [ CURV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See remarks.
(Last) (First) (Middle)
C/O TORRID HOLDINGS INC., 18501 EAST SAN JOSE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
04/18/2025
(Street)
CITY OF INDUSTRY, CA91748
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 126,377 ( 1 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to purchase shares $ 21 ( 2 ) 06/30/2031 Common Stock 9,524 D
Option to purchase shares $ 6.06 ( 3 ) 03/31/2032 Common Stock 14,577 D
Option to purchase shares $ 5.75 ( 4 ) 09/02/2032 Common Stock 36,983 D
Option to purchase shares $ 3.23 ( 5 ) 03/27/2033 Common Stock 64,433 D
Option to purchase shares $ 4.51 ( 6 ) 04/02/2034 Common Stock 44,965 D
Option to purchase shares $ 7.42 ( 7 ) 07/01/2034 Common Stock 11,038 D
Option to purchase shares $ 5.6 ( 8 ) 03/25/2035 Common Stock 56,819 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wheeler Ashlee
C/O TORRID HOLDINGS INC.
18501 EAST SAN JOSE AVENUE
CITY OF INDUSTRY, CA91748
See remarks.
Signatures
/s/ Bridgett C. Zeterberg, as Attorney-in-Fact for Ashlee Wheeler 05/16/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents (1) 34,125 shares of common stock outstanding, (2) 1,192 restricted stock units (RSUs) that remain unvested from a grant of 4,762 RSUs which started vesting on July 6, 2022; (3) 2,063 RSUs that remain unvested from a grant of 8,251 RSUs which started vesting on March 31, 2023t; (4) 10,870 RSUs that remain unvested from a grant of 21,740 RSUs which started vesting on September 2, 2023; (5) 19,350 RSUs that remain unvested from a grant of 38,700 RSUs which started vesting on March 27, 2024; (6) 20,788 RSUs that remain unvested from a grant of 27,717 RSUs which started vesting on April 2, 2025; (7) 6,739 RSUs that remain unvested from a grant of 6,739 RSUs which will start to vest on July 1, 2025; (8) 31,250 RSUs that remain unvested from a grant of 31,250 RSUs which will start to vest on March 25, 2026. All grants of RSUs vest in substantially equal 25% installments. Vesting is subject to the reporting person's continued employment through the applicable vesting date.
( 2 )Represents options to purchase shares that started vesting on June 30, 2022 and become exercisable in substantially equal 25% installments on each of June 30, 2022, June 30, 2023, June 30, 2024 and June 30, 2025, subject to the reporting person's continued employment through the applicable vesting date.
( 3 )Represents options to purchase shares that started vesting on March 31, 2023 and become exercisable in substantially equal 25% installments on each of March 31, 2023, March 31, 2024, March 31, 2025 and March 31, 2026, subject to the reporting person's continued employment through the applicable vesting date.
( 4 )Represents options to purchase shares that started vesting on September 2, 2023 and become exercisable in substantially equal 25% installments on each of September 2, 2023, September 2, 2024, September 2, 2025 and September 2, 2026, subject to the reporting person's continued employment through the applicable vesting date.
( 5 )Represents options to purchase shares that started vesting on March 27, 2024 and become exercisable in substantially equal 25% installments on each of March 27, 2024, March 27, 2025, March 27, 2026 and March 27, 2027, subject to the reporting person's continued employment through the applicable vesting date.
( 6 )Represents options to purchase shares that started vesting on April 2, 2025 and become exercisable in substantially equal 25% installments on each of April 2, 2025, April 2, 2026, April 2, 2027 and April 2, 2028, subject to the reporting person's continued employment through the applicable vesting date.
( 7 )Represents options to purchase shares that will start to vest on July 1, 2025 and become exercisable in substantially equal 25% installments on each of July 1, 2025, July 1, 2026, July 1, 2027 and July 1, 2028, subject to the reporting person's continued employment through the applicable vesting date.
( 8 )Represents options to purchase shares that will start to vest on March 25, 2026 and become exercisable in substantially equal 25% installments on each of March 25, 2026, March 25, 2027, March 25, 2028 and March 25, 2029, subject to the reporting person's continued employment through the applicable vesting date.

Remarks:
Title - Chief Strategy and Planning Officer; Exhibit 24 - Power of Attorney

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