CURV Torrid Holdings Inc

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 NAME OF REPORTING PERSONS

 Sycamore Partners Torrid, L.L.C.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OR ORGANIZATION

 Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 73,976,602

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 73,976,602

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 73,976,602

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 70.67%(1)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 PN

All calculations of percentage ownership herein are based on a total of 104,680,230 shares of Common Stock issued and outstanding as of September 6, 2024, as reported by the Issuer on its Quarterly Report on Form 10-Q, filed with the United States Securities and Exchange Commission (the “SEC”) on September 9, 2024 (the “Quarterly Report”).

 NAME OF REPORTING PERSONS

 Sycamore Partners, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OR ORGANIZATION

 Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 73,976,602

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 73,976,602

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 73,976,602

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 70.67%(1)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 PN

All calculations of percentage ownership herein are based on a total of 104,680,230 shares of Common Stock issued and outstanding as of September 6, 2024, as reported by the Issuer on its Quarterly Report.

 NAME OF REPORTING PERSONS

 Sycamore Partners Associates-C, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OR ORGANIZATION

 Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 73,976,602

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 73,976,602

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 73,976,602

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 70.67%(1)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 PN

All calculations of percentage ownership herein are based on a total of 104,680,230 shares of Common Stock issued and outstanding as of September 6, 2024, as reported by the Issuer on its Quarterly Report.

 NAME OF REPORTING PERSONS

 Sycamore Partners Associates, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OR ORGANIZATION

 Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 73,976,602

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 73,976,602

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 73,976,602

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 70.67%(1)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 PN

All calculations of percentage ownership herein are based on a total of 104,680,230 shares of Common Stock issued and outstanding as of September 6, 2024, as reported by the Issuer on its Quarterly Report.

 NAME OF REPORTING PERSONS

 Sycamore Partners Associates Investments, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OR ORGANIZATION

 Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 73,976,602

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 73,976,602

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 73,976,602

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 70.67%(1)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 PN

All calculations of percentage ownership herein are based on a total of 104,680,230 shares of Common Stock issued and outstanding as of September 6, 2024, as reported by the Issuer on its Quarterly Report.

 NAME OF REPORTING PERSONS

 Sycamore Partners (Co-Invest), L.L.C.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OR ORGANIZATION

 Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 73,976,602

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 73,976,602

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 73,976,602

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 70.67%(1)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 PN

All calculations of percentage ownership herein are based on a total of 104,680,230 shares of Common Stock issued and outstanding as of September 6, 2024, as reported by the Issuer on its Quarterly Report.

 NAME OF REPORTING PERSONS

 Sycamore Partners Associates Co-Invest, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OR ORGANIZATION

 Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 73,976,602

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 73,976,602

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 73,976,602

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 70.67%(1)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 PN

All calculations of percentage ownership herein are based on a total of 104,680,230 shares of Common Stock issued and outstanding as of September 6, 2024, as reported by the Issuer on its Quarterly Report.

 NAME OF REPORTING PERSONS

 Stefan L. Kaluzny

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OR ORGANIZATION

 United States

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 73,976,602

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 73,976,602

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 73,976,602

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 70.67%(1)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 IN

All calculations of percentage ownership herein are based on a total of 104,680,230 shares of Common Stock issued and outstanding as of September 6, 2024, as reported by the Issuer on its Quarterly Report.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing; Address of Principal Business Office; and Citizenship:

Sycamore Partners Torrid, L.L.C., a Delaware limited liability company (“Sycamore Torrid”)

Sycamore Partners, L.P., a Delaware limited partnership (“Sycamore Partners”)

Sycamore Partners Associates-C, L.P., a Delaware limited partnership (“Sycamore Associates-C”)

Sycamore Partners Associates, L.P., a Delaware limited partnership (“Sycamore Associates”)

Sycamore Partners Associates Investments, L.P., a Delaware limited partnership (“Sycamore Investments”)

Sycamore Partners (Co-Invest), L.L.C., a Delaware limited liability company (“Sycamore Co-Invest”)

Sycamore Partners Associates Co-Invest, L.P., a Delaware limited partnership (“Sycamore Associates Co-Invest” and, together with Sycamore Partners, Sycamore Associates-C, Sycamore Associates, Sycamore Investments and Sycamore Co-Invest, the “Sycamore Entities”)

Stefan L. Kaluzny

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group:

Certification:

execute for and on behalf of the undersigned, in the undersigned’s capacity as a director, officer or beneficial owner of shares of common stock of Torrid Holdings Inc., a Delaware corporation (the “Company”), any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and any Forms 3, 4 and 5 and any amendments, supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the Exchange Act;

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the United States Securities and Exchange Commission and any stock exchange on which the common stock of the Company is then listed; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

execute for and on behalf of the undersigned, in the undersigned’s capacity as a director, officer or beneficial owner of shares of common stock of Torrid Holdings Inc., a Delaware corporation (the “Company”), any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and any Forms 3, 4 and 5 and any amendments, supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the Exchange Act;

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the United States Securities and Exchange Commission and any stock exchange on which the common stock of the Company is then listed; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in -fact may approve in such attorneys-in-fact’s discretion.

execute for and on behalf of the undersigned, in the undersigned’s capacity as a director, officer or beneficial owner of shares of common stock of Torrid Holdings Inc., a Delaware corporation (the “Company”), any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and any Forms 3, 4 and 5 and any amendments, supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the Exchange Act;

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the United States Securities and Exchange Commission and any stock exchange on which the common stock of the Company is then listed; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

execute for and on behalf of the undersigned, in the undersigned’s capacity as a director, officer or beneficial owner of shares of common stock of Torrid Holdings Inc., a Delaware corporation (the “Company”), any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and any Forms 3, 4 and 5 and any amendments, supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the Exchange Act;

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the United States Securities and Exchange Commission and any stock exchange on which the common stock of the Company is then listed; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys- in-fact’s discretion.

execute for and on behalf of the undersigned, in the undersigned’s capacity as a director, officer or beneficial owner of shares of common stock of Torrid Holdings Inc., a Delaware corporation (the “Company”), any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and any Forms 3, 4 and 5 and any amendments, supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the Exchange Act;

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the United States Securities and Exchange Commission and any stock exchange on which the common stock of the Company is then listed; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys- in-fact’s discretion.

execute for and on behalf of the undersigned, in the undersigned’s capacity as a director, officer or beneficial owner of shares of common stock of Torrid Holdings Inc., a Delaware corporation (the “Company”), any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and any Forms 3, 4 and 5 and any amendments, supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the Exchange Act;

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the United States Securities and Exchange Commission and any stock exchange on which the common stock of the Company is then listed; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys- in-fact’s discretion.

execute for and on behalf of the undersigned, in the undersigned’s capacity as a director, officer or beneficial owner of shares of common stock of Torrid Holdings Inc., a Delaware corporation (the “Company”), any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and any Forms 3, 4 and 5 and any amendments, supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the Exchange Act;

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the United States Securities and Exchange Commission and any stock exchange on which the common stock of the Company is then listed; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys- in-fact’s discretion.

execute for and on behalf of the undersigned, in the undersigned’s capacity as a director, officer or beneficial owner of shares of common stock of Torrid Holdings Inc., a Delaware corporation (the “Company”), any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and any Forms 3, 4 and 5 and any amendments, supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the Exchange Act;

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the United States Securities and Exchange Commission and any stock exchange on which the common stock of the Company is then listed; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.