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): June 4, 2025

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 4, 2025, Torrid Holdings Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were (1) the election of Lisa M. Harper and Stefan L. Kaluzny to the Board of Directors as Class I Directors until the 2028 Annual Meeting and until their successors are duly elected and qualified, (2) approval on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers, and (3) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026.

Based on the votes by holders of common stock voting together, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:

1.Lisa M. Harper and Stefan L. Kaluzny were elected to the Board of Directors as Class I Directors, as follows:


DIRECTOR NOMINEE	VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
Lisa M. Harper	81,110,836	0	749,912	8,693,851
Stefan L. Kaluzny	80,703,300	0	1,157,448	8,693,851

2.Stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers, as follows:


VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
81,694,803	99,196	66,749	8,693,851

3.Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026, as follows:


VOTES FOR	VOTES AGAINST	ABSTENTIONS
90,528,408	7,980	18,211

No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Exhibit Description

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: June 4, 2025

Torrid Holdings Inc. 8-K