Form 8-K

8-K — Purple Innovation, Inc.

Accession: 0001213900-26-036891

Filed: 2026-03-31

Period: 2026-03-24

CIK: 0001643953

SIC: 2510 (HOUSEHOLD FURNITURE)

Item: Entry into a Material Definitive Agreement

Item: Results of Operations and Financial Condition

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — ea0282456-8k_purple.htm (Primary)

EX-10.1 — THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MARCH 24, 2026, BY AND AMONG THE LOAN PARTIES AND THE LENDERS (ea028245601ex10-1.htm)

EX-99.1 — PRESS RELEASE DATED MARCH 25, 2026, REGARDING FINANCIAL RESULTS FOR THE FOURTH QUARTER AND CALENDAR YEAR ENDED DECEMBER 31, 2025 (ea028245601ex99-1.htm)

GRAPHIC (ea028245601_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0282456-8k_purple.htm · Sequence: 1

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0001643953

2026-03-24

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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):

March 24, 2026

Purple Innovation, Inc.

(Exact Name of Registrant as Specified in its

Charter)

Delaware

001-37523

47-4078206

(State of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

4100 North Chapel Ridge Rd., Suite 200

Lehi, Utah

84048

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (801) 756-2600

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously

satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communication 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-commencements 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

Class A Common Stock, par value $0.0001 per share

PRPL

The NASDAQ Stock Market LLC

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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Third Amendment to Amended and Restated Credit Agreement

As previously disclosed, on January 23, 2024, Purple Innovation, Inc.

(the “Company”) and certain of its subsidiaries (collectively, the “Loan Parties”), entered into an amended and

restated credit agreement with Coliseum Capital Partners, L.P. (“CCP”), Blackwell Partners LLC – Series A (“Blackwell”

and together with CCP, the “Coliseum Lenders”) and other lenders (collectively, the “Lenders”) and CSC Delaware

Trust Company, as administrative agent, which was amended on March 12, 2025, and May 2, 2025 (as amended, the “Amended and Restated

Credit Agreement”).

On March 24, 2026, the Loan Parties entered into a Third Amendment

to the Amended and Restated Credit Agreement (the “Third Amendment”) with the Lenders, which (i) revised the maturity date

under the Amended and Restated Credit Agreement from December 31, 2026, to April 30, 2027 and (ii) waived the requirement, and related

events of default, that the Company’s financial statements for the fiscal year ending December 31, 2025 be delivered without being

subject to any “going concern” qualification. In connection with the Third Amendment, the Loan Parties

agreed to pay to the Lenders an amendment fee in the aggregate amount of approximately $1.6 million, equal to 1.25% pro rata based on

each Lender’s outstanding principal amount (the “Amendment Fee”). Of the Amendment Fee, approximately $1.3 million is

payable-in-kind by adding such amount to such Coliseum Lenders’ outstanding principal amount. The remaining approximately $346,000

of the Amendment Fee was paid in cash. In connection with the Third Amendment, the Loan Parties also agreed to reimburse the Coliseum

Lenders for certain expenses in the amount of approximately $253,000, payable in cash.

The representations, warranties and covenants contained in the Third

Amendment were made only for purposes of the Third Amendment and as of specific dates; are solely for the benefit of the parties to the

Third Amendment; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made

by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable

to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations

of the actual state of facts or condition of the Company or the Lenders or any of their respective subsidiaries, affiliates, businesses

or stockholders. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after

the date of the Amendment, which subsequent information may or may not be fully reflected in public disclosures or statements by the Company

or the Lenders. Accordingly, investors should read the representations and warranties in the Third Amendment not in isolation but only

in conjunction with the other information about the Company or the Lenders and their respective subsidiaries that the respective companies

include in reports, statements and other filings made with the U.S. Securities and Exchange Commission (the “SEC”).

The foregoing summary of the Third Amendment does not purport to be

complete and is subject to, and qualified in its entirety by, the full text of the Third Amendment, which is attached as Exhibit 10.1

to this report and is incorporated herein by reference.

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On March 31, 2026, Purple Innovation, Inc. (the “Company”)

issued a press release announcing its financial results for the fourth quarter and calendar year ended December 31, 2025. A copy of this

press release is furnished as Exhibit 99.1 to this report and incorporated by reference herein.

The information furnished pursuant to this Item 2.02, including Exhibit

99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as

amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The press release furnished herewith in Exhibit 99.1 contains non-GAAP

financial measures. Management believes non-GAAP financial measures assist management and investors in evaluating and comparing period-to-period

results and projections in a more meaningful and consistent manner. Reconciliations for these non-GAAP financial measures to the most

directly comparable GAAP financial measures are included in the press release.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION

UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The disclosure under Item 1.01 above describing the Third Amendment

which amends the Amended and Restated Credit Agreement is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit

Number

Description

10.1

Third Amendment to Amended and Restated Credit Agreement, dated as of March 24, 2026, by and among the Loan Parties and the Lenders.

99.1

Press Release dated March 31, 2026, regarding financial results for the fourth quarter and calendar year ended December 31, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Dated: March 31, 2026

PURPLE INNOVATION, INC.

By:

/s/ Todd Vogensen

Todd Vogensen

Chief Financial Officer

EX-10.1 — THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MARCH 24, 2026, BY AND AMONG THE LOAN PARTIES AND THE LENDERS

EX-10.1

Filename: ea028245601ex10-1.htm · Sequence: 2

Exhibit 10.1

EXECUTION

VERSION

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT

AGREEMENT

This THIRD AMENDMENT TO AMENDED

AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March 24, 2026, is entered into among Purple Innovation,

LLC, a Delaware limited liability company (the “Company” or “Borrower”), Purple Innovation, Inc.,

a Delaware corporation (“Holdings”), Intellibed, LLC, a Delaware limited liability company (“Intellibed”,

and together with Holdings, the “Guarantors”), each lender party hereto, and CSC Delaware Trust Company (f/k/a Delaware

Trust Company), as Administrative Agent (as further defined below).

PRELIMINARY STATEMENTS

A. Reference

is hereby made to that certain Amended and Restated Credit Agreement, dated as of January 23, 2024, as amended by that certain First Amendment

to Amended and Restated Credit Agreement, dated as of March 12, 2025 and that certain Second Amendment to Amended and Restated Credit

Agreement, dated as of May 2, 2025 (the “Existing Credit Agreement,” and, as amended by this Amendment, the “Amended

Credit Agreement”), by and among Borrower, the Guarantors, the lenders from time to time party thereto (the “Lenders”)

and the Administrative Agent (in such capacity, together with its successors or assigns in such capacity, the “Administrative

Agent”).

B. Pursuant

to and in accordance with Section 11.01 of the Existing Credit Agreement, each of the Lenders party hereto (constituting all existing

Lenders under the Existing Credit Agreement) has agreed to amend the Existing Credit Agreement as set forth in Sections 2, 3 and 4 hereof,

subject to the conditions set forth herein.

C. Pursuant

to and in accordance with Section 11.01 of the Existing Credit Agreement, each of the Lenders party hereto (constituting all existing

Lenders under the Existing Credit Agreement) and the Administrative Agent have agreed to (a) waive compliance with the requirement set

forth in Section 7.01(a) of the Existing Credit Agreement that the audit report and opinion with respect to the financial statements of

Holdings for the fiscal year ending December 31, 2025 (the “Specified Audited Financials”) be delivered without being

subject to any “going concern” or like qualification or exception (the “Going Concern Clean Audit Requirement”)

and (b) waive any Default or Event of Default directly resulting, or that may result directly, from the failure to comply with the Going

Concern Clean Audit Requirement (the “Specified Default”), subject to the conditions set forth herein.

Accordingly, in consideration

of the mutual agreements contained in the Amended Credit Agreement and in this Amendment (together, the “Amendment Documents”),

and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree

as follows:

1. Defined

Terms. Unless otherwise defined in this Amendment, capitalized terms used in this Amendment, including in the preamble and preliminary

statements hereto, and not otherwise defined herein shall have the meanings ascribed to such terms in the Amended Credit Agreement.

2. Amendments

to Existing Credit Agreement. Effective as of the Third Amendment Effective Date, the defined term “Maturity Date”, shall

be amended and restated in its entirety to read as follows:

“Maturity Date”

means April 30, 2027.

3. Amendment

Fee. Pursuant to this Amendment, the Borrower shall pay:

(a) an

amendment fee to each of Coliseum Capital Partners, L.P. and Blackwell Partners LLC – Series A (such Lenders, the “Coliseum

Lenders” and such amendment fee, the “Coliseum Amendment Fee”), pro rata based on each such Coliseum

Lender’s outstanding principal amount of the Loans held by such Coliseum Lender (including accrued and unpaid interest through March

18, 2026) as of the Third Amendment Effective Date, payable-in-kind and fully earned on the Third Amendment Effective Date, by adding

the amount thereof to the then-outstanding principal amount of the Initial Term Loans, the First Amendment Term Loans and the Second Amendment

Term Loans, as applicable, in each case held by such Coliseum Lender (to be applied pro rata to each such Loan), and on such date

the then-outstanding principal amount of the Initial Term Loans, the First Amendment Term Loans and the Second Amendment Term Loans held

by such Coliseum Lender shall be deemed automatically increased by the applicable portion of such Coliseum Amendment Fee, in an aggregate

amount equal to 1.25% of the principal amount of the Initial Term Loans, the First Amendment Term Loans and the Second Amendment Term

Loans, as applicable, in each case held by such Coliseum Lender (and in each case, including accrued and unpaid interest through March

18, 2026) and outstanding immediately before the Third Amendment Effective Date; and

(b) an

amendment fee to each Lender that is not a Coliseum Lender (such Lenders, the “No Street Lenders” and such amendment

fee, the “No Street Amendment Fee” and, together with the Coliseum Amendment Fee, the “Amendment Fee”),

pro rata based on each such No Street Lender’s outstanding principal amount of the Loans held by such No Street Lender (including

accrued and unpaid interest through March 18, 2026) as of the Third Amendment Effective Date, payable in cash and fully earned on the

Third Amendment Effective Date, in an aggregate amount equal to 1.25% of the principal amount of the Loans held by such No Street Lender

(including accrued and unpaid interest through March 18, 2026) and outstanding immediately before the Third Amendment Effective Date.

furtherance of the foregoing, the Administrative Agent is hereby directed and authorized to update the Register to reflect the payment

in kind of the Coliseum Amendment Fee described in sub-section (a) above by increasing as of the Third Amendment Effective Date the Initial

Term Loans, the First Amendment Term Loans and the Second Amendment Term Loans held by such Coliseum Lender by the applicable portion

of such Coliseum Amendment Fee, as set forth in Schedule I hereto.

4. Expense

Reimbursement. The Borrower will reimburse the Coliseum Investors (or otherwise pay to third parties as directed by Coliseum

Investors as set forth in the funds flow generated in connection with this Amendment) for certain legal fees and expenses incurred

on or prior to the Third Amendment Effective Date in an aggregate amount of $252,810.51 (the “Expense Reimbursement

Payment”), which shall be earned, due and payable in full in cash on the Third Amendment Effective Date.

5. Limited

Waiver. Effective as of the Third Amendment Effective Date, each of the Lenders party hereto and the Administrative Agent hereby waive,

solely with respect to the Specified Audited Financials, (a) compliance with the Going Concern Clean Audit Requirement and (b) the Specified

Default. The foregoing limited waiver in this Section 5 shall be effective only in this specific instance and only for the specific

purpose set forth herein and does not allow for any other or further departure from the terms and conditions of the Amended Credit Agreement

or any other Loan Document, which terms and conditions shall remain in full force and effect. Except as expressly stated herein, the Administrative

Agent and the Lenders reserve all rights, privileges and remedies under the Amended Credit Agreement and the other Loan Documents.

6. Conditions

to Effectiveness of Amendment. This Amendment shall become effective as of the date first written above (the “Third Amendment

Effective Date”) upon the satisfaction (or written waiver by the Lenders) of the following conditions precedent:

(a) The

Administrative Agent shall have received this Amendment duly executed and delivered by each of the Lenders and the Loan Parties;

(b) The

Administrative Agent’s and the Lenders’ receipt of items (i) through (vi) below, each properly executed by a Responsible Officer

of the applicable Loan Party, each dated as of the Third Amendment Effective Date and each in form and substance reasonably satisfactory

to the Lenders and their respective legal counsel:

(i) a

Secretary’s certificate for each Loan Party certifying as to (A)(I) true and complete copies of all Organization Documents of such

Loan Party attached thereto or (II) as of the date hereof, there have been no material changes to any of the Organization Documents of

such Loan Party since the Second Amendment Effective Date, (B) resolutions of the Board of Directors or other organizational action authorizing

execution, delivery and performance of this Amendment and all Loan Documents to which such Loan Party is a party executed in connection

herewith, and (C)(I) incumbency of officers (including specimen signatures) evidencing the identity, authority and capacity of each Responsible

Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such

Loan Party is a party executed in connection herewith or (II) as of the date hereof, the incumbency of officers provided on the Second

Amendment Effective Date evidences the identity, authority and capacity of each Responsible Officer thereof that is authorized to act

as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party executed in

connection herewith;

(ii) a

certificate signed by a Responsible Officer of the Borrower Agent certifying that each Loan Party is duly organized or formed, and that

each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any

other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect;

(iii) certificates

of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals

required in connection with the execution, delivery and performance by the Borrower and the validity against each such Loan Party of this

Amendment and Loan Documents to which it is a party executed in connection herewith, and stating that such consents, licenses and approvals

shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals

are so required;

(iv) a

certificate signed by a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Section 6(b)

have been satisfied and (B) as to the matters described in Section 6(d);

(v) a

certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving

effect to the entering into the Loan Documents executed in connection with this Amendment and the consummation of all of the transactions

set forth in this Amendment, (A) the Borrower is Solvent and (B) the Loan Parties, taken as a whole, are Solvent;

(vi) such

other assurances, certificates, documents or consents as the Administrative Agent or the Lenders may reasonably require;

Borrower shall have paid (i) the Amendment Fee in-kind or in cash, as applicable, to each Lender party hereto in accordance with Section

3 of this Amendment and (ii) the Expense Reimbursement Payment in cash to, or as directed by, the Coliseum Investors in accordance

with Section 4 of this Amendment;

(d) No

Default or Event of Default shall have occurred and be continuing as of the Third Amendment Effective Date;

(e) The

Borrower shall have paid all reasonable expenses of the Administrative Agent and Lenders (including fees, charges, and disbursements of

counsel) required to be reimbursed or paid by the Borrower pursuant to the terms of the Amended Credit Agreement to the extent invoiced

prior to or on the Third Amendment Effective Date; and

(f) The

representations and warranties of the Loan Parties contained in Article VI of the Amended Credit Agreement or any other Loan Document,

or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in

all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects)

on and as of the Third Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an

earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty

subject to a materiality qualifier, true and correct in all respects) as of such earlier date.

7. Representations

and Warranties. In order to induce the Administrative Agent and each of the Lenders to enter into this Amendment, the Loan Parties

hereby represent and warrant to the Administrative Agent and the Lenders as of the Third Amendment Effective Date as follows:

(a) Authorization;

No Contravention. The execution, delivery and performance by each Loan Party of this Amendment, and the consummation of the transactions

set forth in this Amendment, have been duly authorized by all necessary corporate or other organizational action, and do not and will

not (a) contravene the terms of the Organization Documents of any such Person; (b) conflict with or result in any breach or contravention

of, or the creation of any Lien under (i) any material Contractual Obligation to which such Person is a party or (ii) any order, injunction,

writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any

Law.

(b) Governmental

Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any

Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by,

or enforcement against, any Loan Party of this Amendment or the consummation of the transactions set forth in this Amendment, (b) the

grant by any Loan Party of the Liens granted by it pursuant to the Security Instruments, (c) the perfection or maintenance of the Liens

created under the Security Instruments (including the first priority nature thereof) or (d) the exercise by the Administrative Agent or

any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except

for those which have been duly obtained, taken, given or made and are in full force and effect and the filing and recording of financing

statements and other documents necessary in order to perfect the Liens created by the Security Instruments.

Effect. This Amendment has been duly executed and delivered by each Loan Party. This Amendment constitutes a legal, valid, and binding

obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, except as the enforcement hereof may

be limited by any applicable Debtor Relief Laws or by general equitable principles.

(d) Representations

and Warranties; No Default. The following statements are true on the Third Amendment Effective Date, immediately after giving effect

to this Amendment and the consummation of the transactions contemplated by this Amendment:

(i) The

representations and warranties of the Loan Parties contained in Article VI of the Amended Credit Agreement or any other Loan Document,

or which are contained in any document furnished at any time under or in connection with the Amended Credit Agreement or such other Loan

Document, are true and correct in all material respects on and as of the Third Amendment Effective Date (or in the case of any representation

or warranty that is itself subject to a materiality or Material Adverse Effect qualification, in all respects), except to the extent that

such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects

(or in the case of any representation or warranty that is itself subject to a materiality or Material Adverse Effect qualification, in

all respects) as of such earlier date, and except that for purposes of this Section 7(d)(i), the representations and warranties

contained in subsections (a) and (b) of Section 6.05 of the Amended Credit Agreement shall be deemed to refer to the most recent statements

furnished pursuant to clauses (a), (b) and (c), respectively, of Section 7.01 of the Amended Credit Agreement.

(ii) No

Default or Event of Default has occurred and is continuing, or would result from entering into this Amendment.

8. Survival

of Representations and Warranties. All representations and warranties made in this Amendment or in any other document delivered pursuant

to this Amendment or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations

and warranties have been or will be relied upon by the Administrative Agent and the Lenders, regardless of any investigation made by the

Administrative Agent or the Lenders and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of

any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation

shall remain unpaid or unsatisfied.

9. Amendment

as a Loan Document. This Amendment constitutes a “Loan Document” under the Amended Credit Agreement.

10. Effect

on Loan Documents. After giving effect to this Amendment on the Third Amendment Effective Date, the Amended Credit Agreement and the

other Loan Documents shall be and remain in full force and effect in accordance with their terms and are hereby ratified and confirmed

by each Loan Party in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall

not operate as a waiver of any right, power, or remedy of the Administrative Agent or the Lenders under the Existing Credit Agreement

or the other Loan Documents. Each Loan Party hereby acknowledges and agrees that, after giving effect to this Amendment, all of its obligations

and liabilities under the Existing Credit Agreement and the other Loan Documents to which it is a party, as such obligations and liabilities

have been amended by this Amendment, are reaffirmed and remain in full force and effect. All references to the Existing Credit Agreement

in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to the Amended Credit

Agreement. Nothing contained herein shall be construed as a novation of the Obligations outstanding under and as defined in the Existing

Credit Agreement, which shall remain in full force and effect, except as modified hereby.

11. Reaffirmation

of Grant of Security Interests. Each Loan Party hereby ratifies and reaffirms its grant to the Administrative Agent, for the benefit

of the Secured Parties, of a continuing security interest in and Lien upon the Collateral, whether now owned or hereafter acquired or

arising, and wherever located, all as provided in the Security Instruments and the other Loan Documents, and each Loan Party hereby ratifies

and reaffirms that the Obligations are and shall continue to be secured by the continuing security interest and Lien granted by each Loan

Party to the Administrative Agent, for the benefit of the Secured Parties, pursuant to the Security Instruments and the other Loan Documents.

12. Release

by the Loan Parties. Each Loan Party for and on behalf of itself and its legal representatives, successors and assigns, fully, unconditionally,

and irrevocably waives, releases, relinquishes and forever discharges (i) the Administrative Agent, (ii) each of the Lenders and (iii)

for each entity in the foregoing clauses (i) and (ii), each of its parents, subsidiaries, and affiliates, its and their respective past,

present and future directors, officers, managers, agents, employees, insurers, attorneys, representatives and all of its and their respective

heirs, successors and assigns (collectively, the “Released Parties”), of and from any and all manner of action or causes

of action, suits, claims, liabilities, losses, costs, expenses, demands, judgments, damages (including compensatory and punitive damages),

levies and executions of whatsoever kind, nature and/or description arising on or before giving effect to this Amendment on the Third

Amendment Effective Date, in each case whether known or unknown, asserted or unasserted, liquidated or unliquidated, joint or several,

fixed or contingent, direct or indirect, contractual or tortious, which the Loan Parties, or their legal representatives, successors or

assigns, ever had or now has or may claim to have against any of the Released Parties, with respect to any matter whatsoever, including,

without limitation, the Loan Documents, the administration of any Loan Documents, the negotiations relating to this Amendment and the

other Loan Documents executed in connection herewith and any other instruments and agreements executed by the Loan Parties in connection

therewith or herewith.

13. Limited

Effect. This Amendment relates only to the specific matters expressly covered herein, shall not be considered to be an amendment or

waiver of any rights or remedies that the Administrative Agent may have under the Amended Credit Agreement or any other Loan Document

(except as expressly set forth herein) or under applicable Law, and shall not be considered to create a course of dealing or to otherwise

obligate in any respect the Administrative Agent to execute similar or other amendments or waivers or grant any amendments or waivers

under the same or similar or other circumstances in the future.

14. GOVERNING

LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

15. Counterparts.

This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute

an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature

page of this Amendment by facsimile or other electronic imaging means (e.g., “pdf’ or “tif”) shall be effective

as delivery of a manually executed counterpart of this Amendment.

16. Agent.

Each of the undersigned Lenders hereby authorize and direct the Administrative Agent to (A) execute and deliver this Amendment and (B)

take all actions reasonably requested by the Borrower or the Lenders that are necessary to consummate the transactions set forth in this

Amendment. In executing this Amendment, the Administrative Agent shall be entitled to all of the rights, protections, immunities and indemnities

afforded to the Administrative Agent under the Amended Credit Agreement as if those rights, protections, immunities and indemnities were

set forth fully herein. The undersigned Loan Parties and Lenders hereby confirm that the reimbursement and indemnification provisions

set forth in the Amended Credit Agreement apply in all respects in connection with this Amendment and, to the extent that the Administrative

Agent is not indemnified by the Loan Parties in accordance with such provisions against any liabilities, losses, damages, penalties, actions,

judgments, suits, costs, expenses or disbursements (collectively, “Losses”) in any way relating to or arising out of

this Amendment, (i) the Loan Parties agree pursuant to this Amendment to pay the Administrative Agent such Losses and, (ii) to the extent

that the Administrative Agent is still not indemnified by the Loan Parties for such Losses, the undersigned Lenders agree to pay the Administrative

Agent such Lender’s Pro Rata Share (determined as of the date hereof, the “Pro Rata Share”) of such Losses, so

long as such Losses were incurred by or asserted against the Administrative Agent in its capacity as such. Nothing in this Amendment is

intended to or shall modify the reimbursement and indemnification obligations of the Loan Parties and the Lenders set forth in the Existing

Credit Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF,

the parties hereto have caused this Amendment to be executed as of the date first above written.

BORROWER:

PURPLE INNOVATION, LLC, a Delaware limited liability company

By:

/s/ Todd Vogensen

Name:

Todd Vogensen

Title:

Chief Financial Officer and Treasurer

GUARANTORS:

PURPLE INNOVATION, INC., a Delaware corporation

By:

/s/ Todd Vogensen

Name:

Todd Vogensen

Title:

Chief Financial Officer and Treasurer

INTELLIBED, LLC, a Delaware limited liability company

By:

/s/ Todd Vogensen

Name:

Todd Vogensen

Title:

President

[Signature Page to Third Amendment to Amended

and Restated Credit Agreement]

ADMINISTRATIVE AGENT:

CSC DELAWARE TRUST COMPANY, not in its individual capacity but solely as Administrative Agent

By:

/s/ Sean Foronjy

Name:

Sean Foronjy

Title:

Vice President

[Signature Page to Third Amendment to Amended

and Restated Credit Agreement]

LENDERS:

COLISEUM CAPITAL PARTNERS, L.P.

By: Coliseum Capital, LLC, its general partner

/s/ Adam Gray

Name:

Adam Gray

Title:

Manager

BLACKWELL PARTNERS LLC - SERIES A

By: Coliseum Capital Management, LLC - Attorney-in- Fact

/s/ Adam Gray

Name:

Adam Gray

Title:

Managing Partner

HARVEST SMALL CAP PARTNERS MASTER, LTD.

/s/ Jeffrey B. Osher

Name:

Jeffrey B. Osher

Title:

Managing Member

HARVEST SMALL CAP PARTNERS, L.P.

/s/ Jeffrey B. Osher

Name:

Jeffrey B. Osher

Title:

Managing Member

HSCP STRATEGIC IV, L.P.

/s/ Jeffrey B. Osher

Name:

Jeffrey B. Osher

Title:

Managing Member

[Signature Page to Third Amendment to Amended

and Restated Credit Agreement]

Schedule I

Lender

Tranche

Amendment Fee (to be paid in kind)

Blackwell Partners LLC – Series A

Initial Term Loans

$ 130,854.17

Coliseum Capital Partners, L.P.

Initial Term Loans

$ 594,791.70

Blackwell Partners LLC – Series A

First Amendment Term Loans

$ 49,814.75

Coliseum Capital Partners, L.P.

First Amendment Term Loans

$ 226,430.69

Blackwell Partners LLC – Series A

Second Amendment Term Loans

$ 51,235.35

Coliseum Capital Partners, L.P.

Second Amendment Term Loans

$ 232,887.94

EX-99.1 — PRESS RELEASE DATED MARCH 25, 2026, REGARDING FINANCIAL RESULTS FOR THE FOURTH QUARTER AND CALENDAR YEAR ENDED DECEMBER 31, 2025

EX-99.1

Filename: ea028245601ex99-1.htm · Sequence: 3

Exhibit 99.1

Purple Innovation Reports Fourth Quarter and

Full Year 2025 Results

Revenue Increases 9% in Fourth Quarter

GAAP Net Loss of $3.2 Million in Fourth Quarter

Delivers $8.8 Million in Adjusted EBITDA in

Fourth Quarter

Full Year Adjusted EBITDA Positive; Gross Margin

Exceeds 40% Target

Lehi, Utah, March 25, 2026 – Purple Innovation, Inc. (NASDAQ:

PRPL) (“Purple”), a comfort innovation company whose mattresses promise to give you “less pain, better sleep,”

today announced results for the fourth quarter and full year ended December 31, 2025.

“2025 marked an important inflection point for Purple,”

said Rob DeMartini, CEO of Purple Innovation. “In the fourth quarter, we delivered revenue growth of approximately 9%, delivered

gross profit expansion, and generated $8.8 million in adjusted EBITDA. We also finished the year profitable on an adjusted EBITDA basis,

a significant milestone that reflects the structural improvements we have made across the business.”

DeMartini continued, “Over the past year, we strengthened our

foundation through disciplined cost actions and manufacturing consolidation, while reinforcing our premium positioning. Rejuvenate 2.0

continued to outperform, our expanded Mattress Firm partnership and Costco programs drove meaningful wholesale growth, and our showroom

fleet delivered improved profitability. As we enter 2026, we are operating from a stronger margin profile and a more efficient cost structure,

supported by what we believe is a clear and disciplined strategy to scale profitably.”

Fourth Quarter 2025 Financial Results

Fourth quarter 2025 net revenue was $140.7 million, representing growth

of approximately 9.1% compared to the fourth quarter of 2024. Growth was driven primarily by the wholesale channel, reflecting a full

quarter of expanded Mattress Firm placements and continued momentum with Costco, partially offset by a decline in e-commerce.

Gross profit for the fourth quarter increased to $59.0 million or 41.9%

of net revenue, compared to $55.3 million or 42.9% in the prior-year period. Gross margin was up against a period when it rose 970 basis

points, driven by sourcing initiatives and the profitable liquidation of inventories. On a two-year basis, gross margin rose 870 basis

points, reflecting direct material savings, plant efficiencies, restructuring benefits, and volume leverage.

Fourth quarter operating expenses were $61.2 million, down 2.9% from

$63.0 million in the prior year quarter. The improvement was primarily driven by ongoing benefits from restructuring and cost-saving initiatives,

partially offset by strategic alternatives costs.

Net loss attributable to Purple Innovation, Inc. for the fourth quarter

was $3.2 million, an improvement from $(8.5) in the prior year.

Adjusted EBITDA for the fourth quarter was $8.8 million, an improvement

from $2.9 million last year, driven primarily by revenue growth and disciplined cost management.

Full Year 2025 Financial Results

Full year 2025 net revenue was $468.7 million, a decline of 3.9% compared

to the full year 2024. The reduction was driven primarily by ecommerce headwinds, partially offset by expanded partnerships in the wholesale

channel.

Gross profit for the full year increased to $188.6 million, compared

to $181.1 million in the prior-year period. Gross margin was 40.2%, up 310 basis points from last year, reflecting the continued impact

of our restructuring initiatives, sourcing savings, and manufacturing efficiencies.

Full year operating expenses were $231.6 million, down 15.3% from $273.3

million in the prior year, driven by restructuring actions and productivity initiatives.

Net loss attributable to Purple Innovation, Inc. for the full year

was $(51.4) million, an improvement from $(97.9) in the prior year.

Adjusted EBITDA for the full year was $1.9 million, a significant improvement

from $(20.8) million last year.

Balance Sheet

As of December 31, 2025, the Company had cash and cash equivalents

of $24.3 million compared to $29.0 million as of December 31, 2024.

Net inventories as of December 31, 2025, totaled $59.7 million, down

9.2% compared to September 30, 2025, and an increase of 5.0% compared to December 31, 2024.

2026 Outlook

For 2026, the Company currently expects full year revenue to be in

the range of $500 to $520 million and adjusted EBITDA in the range of $20 to $30 million.

For the first quarter, the Company anticipates total revenue to be

in the range of $100 to $105 million and adjusted EBITDA to be approximately $(7) to $(4) million.

Conference Call and Webcast Information

Purple Innovation, Inc. will host a live conference call to discuss

financial results today, March 25, 2026, at 8:30 a.m. Eastern Time. To access the call dial 800-715-9871 (domestic) or 646-307-1963 (international).

The call is also being webcast and can be accessed on the investor relations section of the Company’s website, investors.purple.com.

After the conference call, a webcast replay will remain available on the investor relations section of the Company’s website for 30 days.

About Purple

Purple exists to help people get the best sleep of their lives —

by reducing pain, deepening sleep, and unlocking the potential for brighter dawns and better days. At the center of that mission is our

signature innovation, the GelFlex Grid®. Originally developed in medical settings to support the body in its most vulnerable moments,

the GelFlex Grid delivers a one-of-a-kind combination of pressure relief, alignment, and temperature balance that helps people fall asleep

easier, stay asleep longer, and wake up with less pain.

That same comfort technology extends beyond mattresses into pillows,

bedding, and cushions designed to make everyday life feel a little lighter and a lot more comfortable. Because when pain eases and sleep

improves, everything else gets better too — your energy, your outlook, and your ability to show up for the moments that matter.

Less pain. Better sleep.

Learn more at www.purple.com

Forward Looking Statements

Certain statements made in this release that are not historical facts

are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private

Securities Litigation Reform Act of 1995. Statements based on historical data are not intended and should not be understood to indicate

the Company’s expectations regarding future events. Forward-looking statements provide current expectations or forecasts of future

events or determinations. These statements include, but are not limited to, statements regarding our innovation pipeline, the timing of

new product collection launches, our ability to improve profitability and optimize our business, the expansion of and benefits to us from

our commercial relationship with Mattress Firm, the impact of other commercial relationships, including those with Walmart, Costco, and

other traditional and non-traditional partners, our ability to drive profitable growth and create shareholder value, and our outlook for

revenue and adjusted EBITDA for the first quarter and full year 2026. These forward-looking statements are not guarantees of future performance,

conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of

which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in

the forward-looking statements. Factors that could influence the realization of forward-looking statements include, among others: changes

in economic, financial and end-market conditions in the markets in which we operate; fluctuations in raw material prices and cost of labor;

the financial condition of our customers and suppliers; competitive pressures, including the need for technology improvement, successful

new product development and introduction; changes in consumer demand, including pullbacks in consumer spending; disruptions to our manufacturing

processes; and the risk factors outlined in the “Risk

Factors” section of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 25, 2026, and in our

other filings made with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether

as a result of new information, future events or otherwise, except as required by law.

Non-GAAP Financial Measures

EBITDA, adjusted EBITDA, adjusted gross profit, adjusted operating

expenses, adjusted net income, and adjusted net income per diluted share are non-GAAP financial measures that remove the impact of certain

non-cash and non-recurring costs. Management believes that the use of such non-GAAP financial measures provides investors with additional

useful information with respect to the impact of various adjustments, which we view as a better measure of our operating performance.

Refer to the attached table for the reconciliation of such non-GAAP financial measures to the most comparable GAAP financial measure.

With respect to the Company’s Adjusted EBITDA outlook for the

first quarter and full year 2026, a quantitative reconciliation to the corresponding GAAP information cannot be provided without unreasonable

effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items

necessary for such reconciliation that have not yet occurred, are out of our control, or cannot be reasonably predicted, including but

not limited to warrant liabilities and stock based compensation. For the same reasons, the Company is unable to assess the probable significance

of the unavailable information, which could have a material impact on its future GAAP financial results.

Investor Contact:

Stacy Turnof, Edelman Smithfield

stacy.turnof@edelmansmithfield.com

917-362-2581

PURPLE INNOVATION, INC.

Consolidated Balance Sheets

(in thousands, except for par value)

December 31,

2025

2024

Assets

Current assets:

Cash and cash equivalents

$ 24,345

$ 29,011

Accounts receivable, net

41,272

33,057

Inventories

59,725

56,863

Prepaid expenses

5,487

6,023

Other current assets

5,891

1,414

Total current assets

136,720

126,368

Property and equipment, net

77,961

93,874

Operating lease right-of-use assets

67,271

75,516

Intangible assets, net

6,346

8,890

Other long-term assets

7,961

3,197

Total assets

$ 296,259

$ 307,845

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$ 40,312

$ 40,639

Accrued compensation

7,673

9,415

Customer prepayments

5,276

6,411

Accrued rebates and allowances

13,416

10,013

Accrued warranty liabilities – current portion

7,141

6,114

Operating lease obligations – current portion

17,366

15,661

Other current liabilities

10,339

12,750

Total current liabilities

101,523

101,003

Related party debt

111,305

55,394

Accrued warranty liabilities, net of current portion

19,570

26,091

Operating lease obligations, net of current portion

75,616

87,072

Warrant liabilities

16,150

16,067

Other long-term liabilities

1,764

2,009

Total liabilities

325,928

287,636

Commitments and contingencies (Note 13)

Stockholders’ equity (deficit):

Class A common stock; $0.0001 par value, 210,000 shares authorized; 108,246 and 107,545 issued and outstanding at December 31, 2025 and 2024, respectively

Class B common stock; $0.0001 par value, 90,000 shares authorized; 163 and 165 issued and outstanding at December 31, 2025 and 2024, respectively

—

Additional paid-in capital

595,582

594,053

Accumulated deficit

(625,280 )

(573,866 )

Total stockholders’ equity (deficit) attributable to Purple Innovation, Inc.

(29,687 )

20,198

Noncontrolling interest

Total stockholders’ equity (deficit)

(29,669 )

20,209

Total liabilities and stockholders’ equity (deficit)

$ 296,259

$ 307,845

PURPLE INNOVATION, INC.

Consolidated Statements of Operations

(in thousands, except per share amounts)

Three Months Ended

December 31,

Year Ended

December 31,

2025

2024

2025

2024

Revenues, net

$ 140,688

$ 128,975

$ 468,725

$ 487,877

Cost of revenues:

Cost of revenues

81,709

71,113

279,171

291,303

Cost of revenues - restructuring related charges

—

2,583

995

15,442

Total cost of revenues

81,709

73,696

280,166

306,745

Gross profit

58,979

55,279

188,559

181,132

Operating expenses:

Marketing and sales

39,678

45,485

147,040

171,263

General and administrative

18,879

14,006

63,557

69,117

Research and development

2,607

2,390

9,604

12,962

Restructuring, impairment and other related charges

—

1,092

11,387

19,973

Total operating expenses

61,164

62,973

231,588

273,315

Operating loss

(2,185 )

(7,694 )

(43,029 )

(92,183 )

Other income (expense):

Interest expense

(8,342 )

(4,481 )

(28,766 )

(17,510 )

Other income, net

1,477

(64 )

3,289

11,548

Loss on extinguishment of debt

—

(3,394 )

Change in fair value – warrant liabilities

5,883

3,615

17,202

3,504

Total other income (expense), net

(982 )

(930 )

(8,275 )

(5,852 )

Net loss before income taxes

(3,167 )

(8,624 )

(51,304 )

(98,035 )

Income tax benefit (expense)

(59 )

113

(207 )

(63 )

Net loss

(3,226 )

(8,511 )

(51,511 )

(98,098 )

Net loss attributable to noncontrolling interest

(14 )

(32 )

(97 )

(201 )

Net loss attributable to Purple Innovation, Inc.

$ (3,212 )

$ (8,479 )

$ (51,414 )

$ (97,897 )

Net loss per share:

Basic

$ (0.03 )

$ (0.08 )

$ (0.48 )

$ (0.91 )

Diluted

$ (0.03 )

$ (0.08 )

$ (0.48 )

$ (0.91 )

Weighted average common shares outstanding:

Basic

108,246

107,528

108,081

107,139

Diluted

108,409

107,710

108,245

107,324

PURPLE INNOVATION, INC.

Consolidated Statements of Cash Flows

(in thousands)

Year Ended

December 31,

2025

2024

Cash flows from operating activities:

Net loss

$ (51,511 )

$ (98,098 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

24,064

35,355

Non-cash interest

13,416

7,229

Paid-in-kind interest

15,804

9,679

Non-cash restructuring, impairment and other related charges

3,775

20,238

Loss on extinguishment of debt

—

3,394

Loss on disposal of property and equipment

318

770

Change in fair value – warrant liabilities

(17,202 )

(3,504 )

Stock-based compensation

1,729

2,815

Changes in operating assets and liabilities:

Accounts receivable

(8,215 )

4,745

Inventories

(2,862 )

5,989

Prepaid expenses and other assets

3,141

2,345

Operating leases, net

(2,917 )

(2,412 )

Accounts payable

(6,376 )

Accrued compensation

(1,742 )

4,351

Customer prepayments

(1,135 )

693

Accrued rebates and allowances

(97 )

(3,230 )

Accrued warranty liabilities

(5,494 )

(3,386 )

Other accrued liabilities

(4,963 )

1,553

Net cash used in operating activities

(33,830 )

(17,850 )

Cash flows from investing activities:

Sale of property and equipment

464

—

Purchase of property and equipment

(8,079 )

(7,244 )

Investment in intangible assets

(664 )

(286 )

Net cash used in investing activities

(8,279 )

(7,530 )

Cash flows from financing activities:

Proceeds from related party loan

39,000

61,000

Payments on term loan

—

(25,000 )

Payments on revolving line of credit

—

(5,000 )

Payments for debt issuance costs

(1,557 )

(3,466 )

Net cash provided by financing activities

37,443

27,534

Net increase (decrease) in cash and cash equivalents

(4,666 )

(2,154 )

Cash and cash equivalents, beginning of the year

29,011

26,857

Cash and cash equivalents, end of the period

$ 24,345

$ 29,011

PURPLE INNOVATION, INC.

RECONCILIATION OF GAAP TO NON-GAAP MEASURES

(In thousands)

Management believes that the use of the following non-GAAP financial

measures provides investors with additional useful information with respect to the impact of various adjustments, which we view as a better

measure of our operating performance. These non-GAAP financial measures are EBITDA, adjusted EBITDA, adjusted gross profit, adjusted operating

expenses, adjusted net loss and adjusted net loss per diluted share. Other companies may calculate these non-GAAP measures differently

than we do. These non-GAAP measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute

for our financial results prepared in accordance with GAAP.

Reconciliation of GAAP Net Income (Loss) to Non-GAAP EBITDA and

Adjusted EBITDA

A reconciliation of GAAP net income (loss) to the non-GAAP measures

of EBITDA and adjusted EBITDA is provided below. EBITDA represents net income (loss) before interest expense, income tax expense, other

income, net, and depreciation and amortization. Adjusted EBITDA represents EBITDA excluding costs incurred due to changes in the fair

value of the warrant liability, debt extinguishment, stock-based compensation expense, restructuring related expenses, loss on project

write-off, nonrecurring legal fees, strategic alternative costs, executive interim and search costs, severance cost, showroom opening

and closing costs and non-operating facility expense. We believe EBITDA and Adjusted EBITDA provide additional useful information

with respect to the impact of various adjustments and provide meaningful measures of our operating performance.

Three Months Ended

December 31,

Year Ended

December 31,

2025

2024

2025

2024

GAAP net loss

$ (3,226 )

(8,511 )

(51,511 )

(98,098 )

Interest expense

8,342

4,481

28,766

17,510

Income tax expense

113

207

Other income, net

(1,477 )

(3,289 )

(11,548 )

Depreciation and amortization

4,406

7,907

24,064

35,355

EBITDA

8,104

3,828

(1,763 )

(56,718 )

Adjustments:

Change in fair value - warrant liability

(5,883 )

(3,615 )

(17,202 )

(3,504 )

Loss on extinguishment of debt

—

3,394

Stock-based compensation expense

464

685

1,729

2,815

Restructuring related charges

—

1,378

6,850

25,047

Loss on project write-off

—

1,355

Non-recurring legal fees

1,531

982

Strategic alternative costs

5,317

—

7,275

—

Executive interim and search costs

—

233

—

3,616

Severance costs

148

146

1,800

1,232

Showroom opening and closing costs

—

174

147

956

Non-operating facility expense

614

—

1,578

—

Adjusted EBITDA

$ 8,845

$ 2,871

$ 1,945

$ (20,825 )

Reconciliation of GAAP Gross Profit to Adjusted Gross Profit

A reconciliation of GAAP gross profit to the non-GAAP measures of adjusted

gross profit is provided below. Adjusted gross profit represents net revenue less adjusted cost of revenue. Adjusted cost of revenues

represents cost of revenues excluding restructuring charges recorded in cost of revenues. We believe adjusted gross margin provides

additional useful information with respect to the impact of the restructuring and provides meaningful measures of our operating performance.

(in thousands)

Three Months Ended

December 31,

Year Ended

December 31,

2025

2024

2025

2024

Revenues, net

$ 140,688

$ 128,975

$ 468,725

$ 487,877

Total cost of revenues

81,709

73,696

280,166

306,745

Restructuring charges in cost of revenues

—

(2,583 )

(995 )

(15,442 )

Adjusted cost of revenues

81,709

71,113

279,171

291,303

Adjusted gross profit

$ 58,979

$ 57,862

$ 189,554

$ 196,574

Adjusted gross profit %

41.9 %

44.9 %

40.4 %

40.3 %

Reconciliation of GAAP Operating Expenses to non-GAAP Adjusted Operating

Expenses

Our presentation of adjusted operating expenses assumes adjustments

for certain nonrecurring items that we do not believe directly reflects our current core operations. Adjusted operating expenses is a

supplemental measure of operating performance that does not represent, and should not be considered, alternatives to net loss and earnings

per share, as calculated in accordance with GAAP. We believe adjusted operating expenses supplements GAAP measures and enables us to more

effectively evaluate our performance period-over-period. A reconciliation of operating expenses, the most directly comparable GAAP measure,

to adjusted operating expenses is set forth below:

(in thousands, except per share amounts)

Three Months Ended

December 31,

Year Ended

December 31,

2025

2024

2025

2024

Total operating expenses

$ 61,164

$ 62,973

$ 231,588

$ 273,315

Restructuring, impairment and other related charges

—

(1,092 )

(11,387 )

(19,973 )

Strategic alternative costs

(5,317 )

—

(7,275 )

—

Adjusted operating expenses

$ 55,847

$ 61,881

$ 212,926

$ 253,342

Reconciliation of GAAP Net Loss to non-GAAP Adjusted Net Loss and

Adjusted Net Loss per Diluted Share

Our presentation of adjusted net loss assumes that all net loss is

attributable to Purple Innovation, Inc. (i.e. there is no allocation of net loss to noncontrolling interests), which assumes the full

exchange at the beginning of the period of all outstanding Paired Securities for shares of Class A common stock of Purple Innovation,

Inc., adjusted for certain nonrecurring items that we do not believe directly reflect our core operations. Adjusted net loss per share,

diluted, is calculated by dividing adjusted net loss by the total shares of Class A common stock outstanding plus any dilutive warrants,

options and restricted stock as calculated in accordance with GAAP and assuming the full exchange of all outstanding Paired Securities

as of the beginning of each period presented. Adjusted net loss and adjusted net loss per diluted share, are supplemental measures of

operating performance that do not represent, and should not be considered, alternatives to net loss and earnings per share, as calculated

in accordance with GAAP. We believe adjusted net loss and adjusted net loss per diluted share, supplement GAAP measures and enable us

to more effectively evaluate our performance period-over-period. A reconciliation of net loss, the most directly comparable GAAP measure,

to adjusted net loss and the computation of adjusted net loss per diluted share, are set forth below:

(in thousands, except per share amounts)

Three Months Ended

December 31,

Year Ended

December 31,

2025

2024

2025

2024

Net loss

$ (3,226 )

$ (8,511 )

$ (51,511 )

$ (98,098 )

Income tax expense, as reported

113

207

Revenue reduction due to SGI Contract

941

—

2,508

—

Change in fair value – warrant liabilities

(5,883 )

(3,615 )

(17,202 )

(3,504 )

Loss on extinguishment of debt

—

3,394

Restructuring related charges

—

3,675

12,382

35,415

Gain on insurance proceeds

—

(7,301 )

—

(11,601 )

Strategic alternative costs

5,317

—

7,275

—

Adjusted net loss before income taxes

(2,792 )

(15,639 )

(46,341 )

(74,331 )

Adjusted income tax benefit(1)

723

4,051

12,002

19,252

Adjusted net loss

$ (2,069 )

$ (11,588 )

$ (34,339 )

$ (55,079 )

Adjusted net loss per share, diluted

$ (0.02 )

$ (0.11 )

$ (0.32 )

$ (0.51 )

Adjusted weighted-average shares outstanding, diluted(2)

108,409

107,710

108,245

107,324

(1) Represents the estimated effective tax rate of 25.9% for the

three and twelve months ended December 31, 2025 and 2024, applied to adjusted net income before income taxes. The estimated effective

tax rates are what the Company would be subject to and consist of the combined federal statutory tax rate and the Company’s blended

state tax rates.

(2) Assumes options and restricted stock units calculated in accordance

with GAAP and the full exchange of all outstanding Paired Securities for shares of Class A common stock as of the beginning of the period.

A reconciliation of net income (loss) per share,

diluted, to adjusted net loss per diluted share is set forth below for the three and twelve months ended December 31, 2025 and 2024:

For the Three Months Ended

December 31, 2025

December 31, 2024

Net Loss

Weighted Average

Shares,

Diluted

Net Income per Share, Diluted

Net Loss

Weighted Average Shares, Diluted

Net Income per Share, Diluted

Net loss attributable to Purple Innovation Inc.(1)

$ (3,212 )

108,409

(0.03 )

$ (8,479 )

107,710

$ (0.08 )

Assumed exchange of shares(2)

(14 )

—

(32 )

—

Net loss

(3,226 )

(8,511 )

Adjustments to arrive at adjusted loss before taxes(3)

434

(7,128 )

Adjusted loss before taxes

(2,792 )

(15,639 )

Adjusted income tax benefit(4)

723

4,051

Adjusted net loss

$ (2,069 )

108,409

(0.02 )

$ (11,588 )

107,710

$ (0.11 )

(1) Represents net loss attributable to Purple Innovation, Inc.

and the associated weighted average diluted shares, of Class A common stock outstanding. For the three months ended December 31, 2025,

the Paired Securities are included in the beginning weighted average shares, diluted.

(2) Assumes the full exchange of all outstanding Paired Securities

for shares of Class A common stock as of the beginning of the period if not already included in weighted average diluted shares in footnote

(1) above. Also assumes the addition of net income attributable to noncontrolling interests corresponding with the assumed exchange of

the Paired Securities for shares of Class A common stock.

(3) Represents the total impact of all adjustments identified in

the adjusted net income table above to arrive at adjusted income before income taxes. Also assumes the dilutive warrants, options and

restricted stock as calculated in accordance with GAAP.

(4) Represents the estimated effective tax rate of 25.9% for the

three months ended December 31, 2025 and 2024, applied to adjusted net income before income taxes. The estimated effective tax rates

are what the Company would be subject to and consist of the combined federal statutory tax rate and the Company’s blended state

tax rates assuming no valuation allowance.

For the Year Ended

December 31, 2025

December 31, 2024

Net

Income

Weighted Average

Shares,

Diluted

Net Income per Share, Diluted

Net

Income

Weighted Average Shares, Diluted

Net Income per Share, Diluted

Net loss attributable to Purple Innovation Inc.(1)

$ (51,414 )

108,245

(0.48 )

$ (97,897 )

107,324

$ (0.91 )

Assumed exchange of shares(2)

(97 )

—

(201 )

—

Net loss

(51,511 )

(98,098 )

Adjustments to arrive at adjusted loss before taxes(3)

5,170

23,767

Adjusted loss before taxes

(46,341 )

(74,331 )

Adjusted income tax benefit(4)

12,002

19,252

Adjusted net loss

$ (34,339 )

108,245

(0.32 )

$ (55,079 )

107,324

$ (0.51 )

(1) Represents net loss attributable to Purple Innovation, Inc.

and the associated weighted average diluted shares, of Class A common stock outstanding. For the year ended December 31, 2025, the Paired

Securities are included in the beginning weighted average shares, diluted.

(2) Assumes the full exchange of all outstanding Paired Securities

for shares of Class A common stock as of the beginning of the period if not already included in weighted average diluted shares in footnote

(1) above. Also assumes the addition of net income attributable to noncontrolling interests corresponding with the assumed exchange of

the Paired Securities for shares of Class A common stock.

(3) Represents the total impact of all adjustments identified in

the adjusted net income table above to arrive at adjusted income before income taxes. Also assumes the dilutive warrants, options and

restricted stock as calculated in accordance with GAAP.

(4) Represents the estimated effective tax rate of 25.9% for the

year ended December 31, 2025 and 2024, applied to adjusted net income before income taxes. The estimated effective tax rates are what

the Company would be subject to and consist of the combined federal statutory tax rate and the Company’s blended state tax rates

assuming no valuation allowance.

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