Transaction Details

Footnotes

Represents (a) 9,650,000 shares of common stock sold by Sycamore Partners Torrid, L.L.C., a Delaware limited liability company ("Sycamore"), pursuant to a registered public offering (the "Secondary Offering") that closed on June 26, 2025, at a price per share of $3.31625 (net of underwriting discount) and (b) 6,030,908 shares of common stock repurchased by the Issuer from Sycamore at a price per share of $3.31625 substantially concurrently with the closing of the Secondary Offering, pursuant to a privately negotiated agreement between the Issuer and Sycamore. | This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons"): (a) Sycamore Partners Torrid, (b) Sycamore Partners, L.P., (c) Sycamore Partners Associates-C, L.P., (d) Sycamore Partners Associates, L.P., (e) Sycamore Partners Associates Investments, L.P., (f) Sycamore Partners (Co-Invest), L.L.C. (g) Sycamore Partners Associates Co-Invest, L.P. (the entities listed in clauses (b) through (g), the "Sycamore Entities") and (h) Mr. Stefan Kaluzny. Sycamore Partners Torrid is owned directly or indirectly by the Sycamore Entities. The direct or indirect general partners or managing members of each of the Sycamore Entities are controlled directly or indirectly by Mr. Kaluzny. | (Continued from footnote 2) Each Sycamore Entity and Mr. Kaluzny expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4, except to the extent of their respective pecuniary interest therein, if any. | The reporting persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities and Exchange Act of 1934, as amended.