HARPER LISA M 4

What Happened

• Lisa M. Harper, CEO of Torrid Holdings, was reported as receiving two awards on March 16, 2026: 472,441 restricted stock units (RSUs) and 1,267,606 derivative awards (options/performancerelated units) — both reported at $0.00 per share. The filing also reports a disposition to the issuer on May 3, 2025 of 300,000 shares at $0.00 (see footnote). These awards are compensation grants, not open-market purchases or cash sales, so no cash changed hands.

Key Details

• Transaction dates and prices:
  • 2026-03-16: Grant of 472,441 RSUs @ $0.00 (F1).
  • 2026-03-16: Grant of 1,267,606 derivative awards @ $0.00 (F3).
  • 2025-05-03: Disposition to issuer of 300,000 shares @ $0.00 (F2; forfeiture).
• Total awards granted on 2026-03-16: 1,740,047 units/options (no cash paid).
• Shares owned after transaction: Not specified in this filing.
• Notable footnotes:
  • F1: RSUs vest 25% annually on March 16 of 2027–2030, subject to continued employment.
  • F3: Options (or option-like awards) begin vesting and become exercisable in 25% installments on March 16 of 2027–2030, subject to continued employment.
  • F2: PSUs granted May 3, 2022 were forfeited for failing to meet performance conditions; no shares were issued.
• Filing timeliness: The Form 4 was filed March 18, 2026 for a report period including May 3, 2025 — the report indicates a late filing (delayed disclosure).

Context

• The March 16 grants are compensation awards with future vesting; they do not represent an immediate purchase or sale and will only convert into share ownership (or become exercisable) if vesting/exercise conditions are met.
• The May 3, 2025 disposition reflects forfeiture of previously reported PSUs (no proceeds were received) and does not represent a sale to a third party.
• For retail investors, awarded RSUs/options signal expected future alignment of executive and shareholder interests if vesting conditions are met, but they are not the same as the director buying stock on the open market.