8-K
Torrid Holdings Inc. (CURV)
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): December 8, 2021
TORRID HOLDINGS INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-40571 | 84-3517567 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>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:
| ☐ | 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<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock par value $0.01 per share | 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.
On December 8, 2021, Torrid Holdings Inc. (the “Company”) announced that Mr. George Wehlitz will resign as Chief Financial Officer (“CFO”) at the end of the first quarter of fiscal year 2022. Mr. Wehlitz will be retiring, and his resignation is not related to any issues regarding financial disclosures or accounting matters. Mr. Wehlitz will continue to serve in an advisory role after retiring from his current CFO position.
Item 7.01 Regulation FD Disclosure.
On December 8, 2021, the Company issued a press release announcing the planned retirement of Mr. Wehlitz as CFO. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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, nor 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. | Description |
|---|---|
| 99.1 | Press release of Torrid Holdings Inc. dated December 8, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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/ George Wehlitz |
| Name: | George Wehlitz |
| Title: | Chief Financial Officer |
Date: December 8, 2021
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EX-99.1
Exhibit 99.1
Torrid Announces Planned Retirement of George Wehlitz, Chief Financial Officer, Following First Quarterof Fiscal 2022
CITY OF INDUSTRY, Calif., December 8, 2021 (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 Chief Financial Officer, George Wehlitz, has made the decision to retire at the end of the first quarter of fiscal 2022. Mr. Wehlitz will remain in his role through the completion of the Company’s fiscal 2021 annual financial filings and will serve as an advisor to the Company following his retirement to ensure a smooth transition. Torrid is conducting a search for Mr. Wehlitz’s successor and will consider internal and external candidates.
“I want to thank George for his valuable contributions to our company’s success, including playing an important role in our separation from Hot Topic and our transition to a public company. The leadership team and I look forward to his ongoing support in the months ahead as we continue to execute our growth strategy,” said Liz Munoz, Chief Executive Officer of Torrid.
Mr. Wehlitz said, “I am extremely proud of our accomplishments during my tenure as CFO, including the recent milestone of becoming a public company. I am committed to working alongside Liz and the Torrid team to help ensure a seamless transition of the CFO role.”
About TORRID
TORRID is a direct-to-consumer brand of apparel, intimates and accessories in North America targeting the 25- to 40-year old woman who is curvy and wears 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
ICR, Inc.
Jean Fontana
(646) 277-1214
IR@torrid.com
Media
Joele Frank, Wilkinson Brimmer Katcher
Michael Freitag/ Arielle Rothstein / Lyle Weston
(212) 355-4449