8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 11, 2023

TORRID HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40571	84-3517567
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

18501 East San Jose Avenue

City of Industry, California 91748

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (626) 667-1002

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	CURV	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Timothy O. Martin as Chief Operating Officer and Chief Financial Officer

On May 17, 2023, Torrid Holdings Inc. (the “Company”) issued a press release announcing, among other things, that on May 11, 2023, Mr. Timothy Martin resigned from his position as Chief Operating Officer and Chief Financial Officer of the Company, effective as of May 26, 2023.

Appointment of Interim Chief Financial Officer

On May 15, 2023, Ms. Paula Dempsey was appointed as Interim Chief Financial Officer of the Company, effective as of May 26, 2023.

Ms. Dempsey joined Torrid as Senior Vice President of Finance and Investor Relations in January 2023. Before joining Torrid, Ms. Dempsey had extensive experience in the retail sector, most recently at Mattress Firm, Inc., where she served as Vice President of Financial Planning and Analysis from December 2020 through January 2022, and as Senior Vice President of Corporate Finance from January 2022 to December 2022. Ms. Dempsey was also Vice President of Finance for Pricesmart, Inc. (NASDAQ: PSMT), from May 2019 to September 2019 and Vice President of Commercial Finance and Investor Relations from October 2019 to December 2020. Ms. Dempsey held various leadership roles in finance and financial planning and analysis including at Natural Grocers by Vitamin Cottage, Inc. from April 2017 through May 2019. Ms. Dempsey received an MBA with a focus on Finance, and a BA in Economics from Colorado State University.

Ms. Dempsey is not a party to any arrangement or understanding regarding her selection as an officer. There are no family relationships between Ms. Dempsey and any director or executive officer of the Company. Ms. Dempsey is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On May 17, 2023, the Company issued a press release in connection with the above.

A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information provided pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Exhibit Description

99.1 Press Release dated May 17, 2023, announcing Certain Officer Changes

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TORRID HOLDINGS INC.
	By:	/s/ Bridgett C. Zeterberg
	Name:	Bridgett C. Zeterberg
	Title:	Chief Human Resources Officer, Chief Legal Officer and Corporate Secretary
Date: May 17, 2023

EX-99.1

Torrid Announces Resignation of Chief Financial Officer and Chief Operating Officer CITY OF INDUSTRY, Calif., May 17, 2023 (BUSINESS WIRE) – Torrid Holdings Inc. (“Torrid” or the “Company”) (NYSE: CURV), a direct-to-consumer apparel, intimates, and accessories brand in North America for women sizes 10 to 30, today announced that Tim Martin, Chief Financial Officer and Chief Operating Officer, has resigned to pursue other opportunities. Mr. Martin will remain with the Company until May 26, 2023. Paula Dempsey, Senior Vice President of Finance and Investor Relations, will assume the role of interim CFO until a successor is named. Ms. Dempsey has extensive experience in the retail sector where she most recently was Senior Vice President of Corporate Finance for Mattress Firm. She has held senior leadership roles in publicly-held companies in finance and financial planning and analysis. Ms. Dempsey joined Torrid in January 2023. Hyon Park, Chief Technology Officer, will step in to lead supply chain, and Lisa Harper, Chief Executive Officer, will oversee other operational functions including stores and real estate. “We appreciate Tim’s leadership and his many contributions to our organization. We thank him and wish him well,” said Lisa Harper, Chief Executive Officer. Mr. Martin said, “I want to thank Lisa, the Board of Directors and the rest of the leadership team for the opportunity to work with a great company and I wish everyone the best.” About TORRID TORRID is a direct-to-consumer brand of apparel, intimates and accessories in North America aimed at fashionable women who are curvy and wear sizes 10 to 30. TORRID is focused on fit and offers high quality products across a broad assortment that includes tops, bottoms, denim, dresses, intimates, activewear, footwear and accessories. Investors Lyn Walther IR@torrid.com Media Joele Frank, Wilkinson Brimmer Katcher Michael Freitag/ Arielle Rothstein/ Lyle Weston Media@torrid.com

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Cover	May 11, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 11, 2023
Entity Registrant Name	TORRID HOLDINGS INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40571
Entity Tax Identification Number	84-3517567
Entity Address, Address Line One	18501 East San Jose Avenue
Entity Address, City or Town	City of Industry
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91748
City Area Code	(626)
Local Phone Number	667-1002
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	CURV
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001792781