Material Event Form 8 K

On September 11, 2024, Torrid Holdings Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with certain stockholders of the Company listed in Schedule B thereto (the "Selling Stockholders") and BofA Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC and William Blair & Company, L.L.C. as representatives of the several underwriters listed in Schedule A thereto (the "Underwriters"), relating to the offer and sale (the "Offering") by the Selling Stockholders of 8,000,000 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") at a public offering price of $4.00 per share. Pursuant to the Underwriting Agreement, the Selling Stockholders have granted the Underwriters an option to purchase up to an additional 1,200,000 shares of Common Stock at the public offering price, less underwriting discounts and commissions.

The Company did not sell any securities in the Offering and will not receive any of the proceeds from the sale of the shares by the Selling Stockholders. The Offering closed on September 13, 2024.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Stockholders have agreed to indemnify the Underwriters against certain liabilities and to contribute to payments the Underwriters may be required to make in the event of any such liabilities.

The sale of the Common Stock by the Selling Stockholders was made pursuant to the Company's registration statement on Form S-3(Registration No. 333-277148)filed with the Securities and Exchange Commission (the "SEC"), which was declared effective by the SEC on March 1, 2024, and the prospectus supplement dated September 11, 2024, filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act").

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated into this Item 1.01 by reference.

Kirkland & Ellis LLP has issued an opinion, dated September 13, 2024, regarding certain legal matters with respect to the Offering, a copy of which is filed as Exhibit 5.1 hereto.

This Current Report on Form 8-Kdoes not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations, or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.