Form 8-K - Groowe Newsroom

8-K — Lulu's Fashion Lounge Holdings, Inc.

Accession: 0001104659-26-036850

Filed: 2026-03-30

Period: 2026-03-30

CIK: 0001780201

SIC: 5961 (RETAIL-CATALOG & MAIL-ORDER HOUSES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — lvlu-20260330x8k.htm (Primary)

EX-99.1 (lvlu-20260330xex99d1.htm)

GRAPHIC (lvlu-20260330x8k002.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: lvlu-20260330x8k.htm · Sequence: 1

Lulu’s Fashion Lounge Holdings, Inc._March 30, 2026

0001780201false00017802012026-03-302026-03-30

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

March 30, 2026

Date of Report (date of earliest event reported)

Lulu’s Fashion Lounge Holdings, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware

001-41059

20-8442468

(State or Other Jurisdiction of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

195 Humboldt Avenue

Chico, California 95928

(Address of Principal Executive Offices) (Zip Code)

(530) 343-3545

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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 Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per share

LVLU

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 2.02 Results of Operations and Financial Condition.

On March 30, 2026, Lulu’s Fashion Lounge Holdings, Inc. (“Lulus”) issued a press release containing Lulus’ financial results for its fourth quarter and fiscal year ended December 28, 2025 and issued its financial outlook for the fiscal year ending January 3, 2027. A copy of Lulus’ press release is attached hereto as Exhibit 99.1.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

As will be discussed in today’s conference call relating to Lulus’ fourth quarter and full year 2025 financial results, the Board of Directors has approved an amendment to Lulus’ Fourth Amended and Restated Certificate of Incorporation to decrease the number of authorized shares of common stock from 250 million to 15 million and the number of authorized shares of preferred stock from 10 million to 500 thousand (the “Charter Amendment Proposal”), contingent on stockholder approval at Lulus’ 2026 Annual Meeting of Stockholders (the “Annual Meeting”).

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in connection with the Charter Amendment Proposal to be submitted to Lulus’ stockholders at the Annual Meeting. This Current Report does not contain all the information that should be considered by stockholders concerning the Charter Amendment Proposal and is not intended to form the basis of any voting decision in respect of the Charter Amendment Proposal. In connection with the Charter Amendment Proposal and the other matters to be considered at the Annual Meeting, Lulus plans to file a definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”). Once available, stockholders and other interested persons are encouraged to read the definitive proxy statement and other relevant documents filed with the SEC. Investors and other interested parties will be able to obtain the proxy materials free of charge on Lulus’ investor relations website, investors.lulus.com, or on the SEC’s website, www.sec.gov.

Participants in the Solicitation

Lulus and its directors and executive officers may be deemed participants in the solicitation of proxies from Lulus’ stockholders with respect to the Charter Amendment Proposal. Information regarding the directors and executive officers, including a description of their interests in Lulus, can be found in Lulus’ proxy materials to be filed in connection with the Annual Meeting, which will be available free of charge on the websites indicated above.

Forward-Looking Statements

This Current Report contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in this Current Report are forward-looking statements, including but not limited to statements regarding our Annual Meeting. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from those expressed or implied by the forward-looking statements, including, but not limited to, the risk factors discussed in Part I, Item 1A, “Risk Factors” in Lulus’ Annual Report on Form 10-K for the fiscal year ended December 29, 2024, Part II, Item IA, “Risk Factors” in Lulus’ Quarterly Reports on Form 10-Q for the fiscal quarters ended March 30, 2025 and June 29, 2025, and Lulus’ other filings with the SEC which could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report. Any such forward-looking statements represent management’s estimates as of the date of this Current Report. While Lulus may elect to update such forward-looking statements at some point in the future, it disclaims any obligation to do so, except as required by law, even if subsequent events cause its views to change.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished herewith:

Exhibit Number

Description

99.1

Press release issued by Lulu’s Fashion Lounge Holdings, Inc. on March 30, 2026.

104

Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

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.

Lulu’s Fashion Lounge Holdings, Inc.

Date:

March 30, 2026

By:

/s/ Crystal Landsem

Crystal Landsem

Chief Executive Officer

EX-99.1

Filename: lvlu-20260330xex99d1.htm · Sequence: 2

Exhibit 99.1

Lulus Reports Fourth Quarter and Fiscal Year 2025 Results

Gross profit increased 11% in Q4’25 vs Q4’24

CHICO, Calif., March 30, 2026 -- Lulu’s Fashion Lounge Holdings, Inc. (“Lulus” or the “Company”) (Nasdaq: LVLU) today reported financial results for the fourth quarter and fiscal year ended December 28, 2025 and issued its financial outlook for the fiscal year ending January 3, 2027.

Crystal Landsem, CEO of Lulus, said:

“Our fourth quarter results highlight the significant, steady progress we delivered in 2025, and represent another proof point of the momentum building across the business. Throughout the year, we saw sequential quarterly improvement in our year-over-year net revenue comparisons. In 2025, we made substantial progress towards profitability, including four consecutive quarters of product margin expansion resulting in a 200-basis-point gross margin improvement for the year. These results reinforce the impact of our focused assortment strategy, ongoing optimization efforts, and higher margin event-driven mix.

Importantly, we delivered our third consecutive quarter of positive Adjusted EBITDA, supported by our leaner cost structure and product margin gains. As we continue to reposition our casual wear and footwear categories, the measurable progress we’ve made each quarter gives us strong conviction in our strategy and key priorities. We believe we entered 2026 well positioned to extend our positive momentum through disciplined execution and capitalizing on our strengths in event dressing. We remain committed to fueling our core business and broadening and enhancing customer engagement to unlock sustainable, long-term profitability.”

Fourth Quarter 2025 Highlights:

● Gross profit increased 11% to $27.9 million and Gross Margin increased 640 basis points to 44.3%, in each case compared to the same period last year.

● Net revenue of $63.0 million, a 5% decrease compared to the same period last year, driven by an 11% decrease in Total Orders Placed, partially offset by a 6% increase in Average Order Value (“AOV”) from $129 to $137, compared to the same period last year.

● Net loss of $0.4 million, compared to net loss of $31.9 million, or net loss of $3.4 million excluding a non-cash goodwill impairment charge of $28.4 million, in the same period last year.

● Adjusted EBITDA* of $2.6 million, compared to $(3.3) million in the same period last year.

● Net cash used in operating activities of $3.8 million, compared to net cash used in operating activities of $2.5 million in the same period last year.

● Free Cash Flow* of $(4.3) million, compared to $(3.0) million in the same period last year.

Note: “*” represents a non-GAAP financial measure. See “Use of Non-GAAP Financial Measures and Other Operating Metrics” section below for definitions of these metrics.

Fiscal Year 2025 Highlights:

● Gross profit decreased 6% to $122.1 million but Gross Margin increased 200 basis points to 43.2%, in each case compared to 2024.

● Net revenue of $282.3 million, an 11% decrease compared to 2024, driven by a 15% decrease in Total Orders Placed, partially offset by a 2% increase in AOV from $137 to $140, compared to 2024.

● Active Customers of 2.3 million, a 11% decrease compared to 2.6 million in 2024.

● Net loss of $13.7 million, compared to net loss of $55.3 million in 2024. Included in net loss for 2024 was a non-cash goodwill impairment charge of $28.4 million. Excluding the non-cash goodwill impairment charge, our net loss in 2024 was $26.9 million.

● Adjusted EBITDA* of $(1.2) million, compared to $(9.7) million in 2024.

● Net cash provided by operating activities of $1.4 million, compared to $2.6 million in 2024.

● Free Cash Flow* of ($0.8) million, compared to $(0.3) million in 2024.

● Total debt and Net Debt* was $14.4 million and $11.7 million, respectively, as of December 28, 2025.

Note: “*” represents a non-GAAP financial measure. See “Use of Non-GAAP Financial Measures and Other Operating Metrics” section below for definitions of these metrics.

Heidi Crane, CFO of Lulus, said:

“Our financial performance throughout 2025 gives us confidence in the strength of our fundamentals and the resilience of our model. Over the course of the year, we delivered meaningful progress across our key profitability drivers — including sustained product margin expansion, improved gross margins, favorable return behavior, and a more efficient cost structure — all supported by disciplined inventory management and ongoing operational rigor. These achievements, combined with the completion of our new asset-based credit facility, have strengthened our liquidity position and enhanced our financial flexibility heading into the new year.

In 2026, we remain focused on driving profitability through continued margin optimization, a more curated and higher margin assortment mix, and the ongoing benefits of our sourcing, SKU rationalization, and cost reduction initiatives. We expect the steady improvements made throughout 2025 — including stronger event-driven demand, increasing wholesale contribution, and healthier unit economics — to carry forward, positioning us to deliver further EBITDA expansion and improved cash generation year-over-year.”

2026 Financial Outlook:

As we enter 2026, our focus is on driving profitability while continuing to strengthen the business. In the first quarter, we are prioritizing higher quality demand and disciplined order economics while actively and more aggressively resetting the assortment of our casual apparel and footwear categories. As a result of these actions, we expect first quarter 2026 revenue trends to be sequentially lower than the fourth quarter 2025. We expect Adjusted EBITDA to be negative for the first quarter of 2026, which can be typical for first quarters, however we expect meaningful improvement in year-over-year Adjusted EBITDA. We believe these steps will better align our assortment with customer demand and position the business for improved profitability during our upcoming peak selling periods, typically in the second and third quarters, and deliver stronger cash flows for the full year. We also continue to strengthen our financial position, with net debt expected to be between $7.5 and $8.0 million at the end of the first quarter of 2026.

For the full year fiscal 2026:

● We expect Adjusted EBITDA to inflect to positive, compared to $(1.2) million in 2025, and the net revenue growth trend to improve year-over-year, compared to negative 11% in 2025.

● We expect capital expenditures to be between $2.0 million and $2.5 million, inclusive of capitalized software, comparable to 2025 levels.

Forecasting future results or trends is inherently difficult for any business, and actual results or trends may differ materially from those forecasted. Lulus’ outlook is based on current indications for its business. Lulus’ outlook factors in our current best estimates for anticipated headwinds, including those related to the level of tariffs, consumer demand, spending and returns by our customers, macroeconomic uncertainties, inflation, supply chain pressures, shipping and fuel costs, and the intended impact of our business initiatives in 2026 and cost-reduction measures. Given the volatile nature of current consumer demand and potential for further impacts to consumer behavior due to macroeconomic factors, including continued inflation, higher interest rates, the federal government shutdown, student loan repayment resumption, global political changes, including as a result of tariffs or bans, existing and future laws, regulations, and directives (including executive orders), as well as other world events, wars, and domestic and international conflicts that affect overall consumer confidence and the predictability of consumer purchasing behavior, Lulus’ financial outlook is subject to change.

LULU’S FASHION LOUNGE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS

(Unaudited)

(In thousands, except share and per share data)

Fiscal Quarters Ended

Fiscal Years Ended

December 28,

December 29,

December 28,

December 29,

2025

2024

2025

2024

(13 weeks)

(52 weeks)

Net revenue

63,018

66,147

282,284

315,887

Cost of revenue

35,097

41,077

160,230

185,639

Gross profit

27,921

25,070

122,054

130,248

Selling and marketing expenses

11,758

12,696

66,601

72,927

General and administrative expenses

16,124

18,918

68,080

81,334

Goodwill impairment

—

28,374

—

28,374

Income (loss) from operations

(34,918)

(12,627)

(52,387)

Interest expense

(487)

(313)

(2,464)

(1,271)

Other income, net

192

(74)

1,566

705

Loss before provision for income taxes

(256)

(35,305)

(13,525)

(52,953)

Income tax benefit (provision)

(147)

3,430

(188)

(2,333)

Net loss and comprehensive loss

(403)

(31,875)

(13,713)

(55,286)

Basic loss per share(1)

(0.14)

(11.44)

(4.90)

(20.00)

Diluted loss per share(1)

(0.14)

(11.44)

(4.90)

(20.00)

Basic weighted-average shares outstanding(1)

2,823,697

2,786,620

2,799,732

2,764,594

Diluted weighted-average shares outstanding(1)

2,823,697

2,786,620

2,799,732

2,764,594

(1) Amounts have been adjusted to reflect the 1-for-15 reverse stock split that became effective as of the opening of business on July 7, 2025. Refer to Note 2, “Significant Accounting Policies”, in the Notes to the Condensed Consolidated Financial Statements included in the Annual Report on Form 10-K for the period ended December 28, 2025, for more information.

LULU’S FASHION LOUNGE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share data)

December 28,

December 29,

2025

2024

Assets

Current assets:

Cash and cash equivalents

2,661

4,460

Accounts receivable

1,712

2,158

Inventory, net

32,444

34,036

Assets for recovery

2,197

2,383

Income tax refund receivable, net

1,028

4,177

Prepaids and other current assets

3,606

4,287

Total current assets

43,648

51,501

Property and equipment, net

2,311

3,642

Goodwill

7,056

Tradename

18,509

Intangible assets, net

2,680

2,762

Lease right-of-use assets

14,521

24,030

Other noncurrent assets

639

698

Total assets

89,364

108,198

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable

8,340

10,991

Accrued expenses and other current liabilities

17,411

15,985

Returns reserve

10,289

9,765

Stored-value card liability

18,231

17,883

Asset based revolving credit facility – current

14,390

—

Revolving line of credit

—

13,090

Lease liabilities, current

6,402

6,611

Total current liabilities

75,063

74,325

Lease liabilities, noncurrent

10,389

19,653

Other noncurrent liabilities

898

852

Total liabilities

86,350

94,830

Stockholders' equity:

Preferred stock: $0.001 par value, 10,000,000 shares authorized, and no shares issued or outstanding

—

Common stock: $0.001 par value, 250,000,000 shares authorized; 2,971,729 and 2,804,542 shares issued and outstanding as of December 28, 2025 and December 29, 2024, respectively(1)

Additional paid-in capital

266,557

262,313

Accumulated deficit

(262,204)

(248,491)

Treasury stock, at cost, 146,555 shares and 22,621 shares as of December 28, 2025 and December 29, 2024, respectively(1)

(1,382)

(496)

Total stockholders' equity

3,014

13,368

Total liabilities and stockholders' equity

89,364

108,198

(1) Shares have been adjusted to reflect the 1-for-15 reverse stock split that became effective as of the opening of business on July 7, 2025. Refer to Note 2, “Significant Accounting Policies”, in the Notes to the Condensed Consolidated Financial Statements included in the Annual Report on Form 10-K for the period ended December 28, 2025, for more information.

LULU’S FASHION LOUNGE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

Fiscal Years Ended

December 28,

December 29,

2025

2024

52 weeks

Cash Flows from Operating Activities

Net loss

(13,713)

(55,286)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

5,114

5,480

Noncash lease expense

4,518

4,069

Gain on lease modification

(92)

—

Gain on lease termination

(229)

—

Amortization of debt discount and debt issuance costs

544

159

Loss on disposal of property and equipment

276

Equity-based compensation expense

4,481

8,090

Deferred income taxes

—

3,802

Goodwill impairment

—

28,374

Changes in operating assets and liabilities:

Accounts receivable

446

1,384

Inventories

1,592

1,436

Assets for recovery

186

728

Income taxes (receivable) payable

3,149

(832)

Prepaid and other current assets

101

1,068

Accounts payable

(2,658)

2,141

Accrued expenses and other current liabilities

2,190

4,832

Operating lease liabilities

(4,299)

(3,488)

Other noncurrent liabilities

368

Net cash provided by operating activities

1,379

2,601

Cash Flows from Investing Activities

Capitalized software development costs

(1,816)

(1,574)

Purchases of property and equipment

(350)

(1,300)

Other

—

Net cash used in investing activities

(2,131)

(2,874)

Cash Flows from Financing Activities

Proceeds from borrowings on revolving line of credit

—

33,090

Repayments on revolving line of credit

(13,090)

(28,000)

Proceeds from borrowings on Asset Based Revolving Credit Facility

115,102

—

Repayments on Asset Based Revolving Credit Facility

(100,712)

—

Proceeds from issuance of common stock under ESPP

239

Principal payments on finance lease obligations

(1,290)

(1,365)

Withholding tax payments related to vesting of RSUs and 2023 Bonus Plan

(240)

(1,241)

Repurchase of common stock

(886)

(496)

Net cash provided by (used in) financing activities

(1,047)

2,227

Net increase (decrease) in cash and cash equivalents

(1,799)

1,954

Cash and cash equivalents at beginning of period

4,460

2,506

Cash, cash equivalents and restricted cash at end of period

2,661

4,460

Webcast & Conference Call Information

The Company will host a conference call and live webcast with the investment community at 5:00 p.m. Eastern Time today, Monday, March 30, 2026, to discuss its fourth quarter and full year 2025 financial results. The live webcast will be accessible through the Investor Relations section of the Company’s website at https://investors.lulus.com/. To access the call through a conference line, dial 1-877-407-0792 (in the U.S.) or 1-201-689-8263 (international callers). A replay of the conference call will be posted shortly after the call and will be available for seven days following the call. To access the

replay, dial 1-844-512-2921 (in the U.S.) or 1-412-317-6671 (international callers). The access code for the replay is 13758896.

About Lulus

Headquartered in California, but serving millions of customers worldwide, Lulus is a women’s clothing brand offering modern, feminine styles at accessible prices for every occasion. Our goal is to make every customer feel their most confident and beautiful for the moments that matter most. Founded in 1996 and delivering fresh styles almost every day, Lulus uses direct customer feedback and insights to refine product offerings and elevate the customer experience. Lulus’ world-class personal stylists, bridal concierge, and customer care team provide thoughtful, personalized service to shoppers around the world. Follow @lulus on Instagram and @lulus on TikTok. Lulus is a registered trademark of Lulu’s Fashion Lounge, LLC. All rights reserved.

Forward-Looking Statements

This press release contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in this press release are forward-looking statements, including but not limited to statements regarding our strategic priorities, business initiatives, demand trends, opportunities for long-term growth, and our financial outlook for the fiscal quarter ended March 29, 2026 and fiscal year ending January 3, 2027. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause Lulus’ actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the risk factors discussed in Part I, Item 1A, “Risk Factors” in Lulus’ Annual Report on Form 10-K for the fiscal year ended December 29, 2024, Part II, Item IA, “Risk Factors” in Lulus’ Quarterly Reports on Form 10-Q for the fiscal quarters ended March 30, 2025 and June 29, 2025, and our other filings with the Securities and Exchange Commission which could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While Lulus may elect to update such forward-looking statements at some point in the future, it disclaims any obligation to do so, except as required by law, even if subsequent events cause its views to change.

Use of Non-GAAP Financial Measures and Other Operating Metrics

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), we reference in this press release and the accompanying tables the following non-GAAP financial measures: Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt and Free Cash Flow. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and our non-GAAP measures may be different from non-GAAP measures used by other companies. We use these non-GAAP financial measures to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses that may not be indicative of our ongoing core operating performance. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when analyzing historical performance and liquidity and when planning, forecasting, and analyzing future periods. For a reconciliation of these non-GAAP financial measures to GAAP measures, please see the tables captioned “Reconciliation of Non-GAAP Financial Measures” included at the end of this release. A reconciliation of Net Debt on a forward-looking basis cannot be provided without unreasonable efforts, as we are unable to provide the total debt amount for the outlook period and reconciling information with respect to the adjustment item of cash and cash equivalents. Definitions Definitions of our non-GAAP financial measures and other operating metrics are presented below. We also use certain key operating metrics, including Gross Margin, Active Customers, Average Order Value, and Total Orders Placed.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that we calculate as net loss before interest expense, income taxes, depreciation and amortization, adjusted to exclude the effects of equity-based compensation expense, goodwill impairment and other non-routine expenses. Adjusted EBITDA is a key measure used by management to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular,

the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis and, in the case of exclusion of the impact of equity-based compensation, excludes items that we do not consider to be indicative of our core operating performance.

Adjusted EBITDA Margin

Adjusted EBITDA Margin is a non-GAAP financial measure that we calculate as Adjusted EBITDA (as defined above) as a percentage of our net revenue.

Active Customers

We define Active Customers as the number of customers who have made at least one purchase across our platform in the prior 12-month period. Active Customer count is measured as of the last day of the relevant period. We consider the number of Active Customers to be a key performance metric on the basis that it is directly related to consumer awareness of our brand, our ability to attract visitors to our digital platform, and our ability to convert visitors to paying customers. Active Customer counts are based on deduplication logic using customer account and guest checkout name, address, and email information.

Average Order Value (AOV)

We define AOV as the sum of the total gross sales before returns across our platform in a given period, plus shipping revenue, less discounts and markdowns, divided by the Total Orders Placed (as defined below) in that period. AOV reflects the average basket size of our customers. AOV may fluctuate as we continue investing in the development and introduction of new Lulus merchandise and as a result of our promotional discount activity.

Free Cash Flow

Free Cash Flow is a non-GAAP financial measure that we calculate as net cash provided by (used in) operating activities less cash used for capitalized software development costs and purchases of property and equipment. We view Free Cash Flow as an important indicator of our liquidity because it measures the amount of cash we generate.

Gross Margin

We define Gross Margin as gross profit as a percentage of our net revenue. Gross profit is equal to our net revenue less cost of revenue. Certain of our competitors and other retailers may report cost of revenue differently than we do. As a result, the reporting of our gross profit and Gross Margin may not be comparable to other companies.

Net Debt

Net Debt is a non-GAAP financial measure that is defined as total debt, which currently consists of borrowings under the Company’s 2025 credit agreement with White Oak Commercial Finance, LLC, as amended, less cash and cash equivalents. We consider Net Debt to be an important supplemental measure of our financial position, which allows us to analyze our leverage.

Total Orders Placed

We define Total Orders Placed as the number of customer orders placed across our platform during a particular period. An order is counted on the day the customer places the order. We do not adjust the number of Total Orders Placed for any cancellation or return that may have occurred subsequent to a customer placing an order. We consider Total Orders Placed as a key performance metric on the basis that it is directly related to our ability to attract and retain customers as well as drive purchase frequency. Total Orders Placed, together with AOV, is an indicator of the net revenue we expect to generate in a particular period.

LULU’S FASHION LOUNGE HOLDINGS, INC.

KEY OPERATING AND FINANCIAL METRICS

(Unaudited)

Fiscal Quarters Ended

Fiscal Years Ended

December 28, 2025

December 29, 2024

December 28, 2025

December 29, 2024

(13 weeks)

(52 weeks)

(In thousands, except Average Order Value and percentages)

Gross Margin

44.3

37.9

43.2

41.2

Net loss

(403)

(31,875)

(13,713)

(55,286)

Adjusted EBITDA

2,628

(3,300)

(1,196)

(9,738)

Adjusted EBITDA Margin

4.2

(5.0)

(0.4)

(3.1)

Active Customers

2,330

2,620

2,330

2,620

Average Order Value

137

129

140

137

Note: Refer to “Use of Non-GAAP Financial Measures and Other Operating Metrics” section above for definitions of these metrics.

LULU’S FASHION LOUNGE HOLDINGS, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(Unaudited)

A reconciliation to non-GAAP Net Debt from total debt as of December 28, 2025 and December 29, 2024 is as follows:

As of

December 28, 2025

December 29, 2024

(In thousands)

Total debt (1)

(14,390)

(13,090)

Cash and cash equivalents

2,661

4,460

Net Debt

(11,729)

(8,630)

(1) Consists of borrowings under the Company’s 2025 credit agreement with White Oak Commercial Finance, LLC as of December 28, 2025, and the Company’s 2021 credit agreement with Bank of America, as amended, as of December 29, 2024.

A reconciliation to non-GAAP Adjusted EBITDA from net loss for the thirteen and fifty-two weeks ended December 28, 2025 and December 29, 2024 is as follows:

Fiscal Quarters Ended

Fiscal Years Ended

December 28, 2025

December 29, 2024

December 28, 2025

December 29, 2024

(13 weeks)

(52 weeks)

(In thousands, except percentages)

Net loss

(403)

(31,875)

(13,713)

(55,286)

Excluding:

Depreciation and amortization

1,225

1,378

5,114

5,480

Interest expense

487

313

2,464

1,271

Income tax provision (benefit)

147

(3,430)

188

2,333

Equity-based compensation expense (1)

902

1,940

4,481

8,090

Other non-routine expense (2)

270

—

270

—

Goodwill impairment

—

28,374

—

28,374

Adjusted EBITDA

2,628

(3,300)

(1,196)

(9,738)

Net loss margin

(0.6)

(48.2)

(4.9)

(17.5)

Adjusted EBITDA Margin

4.2

(5.0)

(0.4)

(3.1)

(1) The thirteen and fifty-two weeks ended December 28, 2025 include equity-based compensation expense for performance stock units (“PSUs”) and restricted stock units (“RSUs”) granted during the period and prior periods. The thirteen weeks ended December 29, 2024 include equity-based compensation expense for RSUs, PSUs and equity-based awards granted in prior periods, as well as forfeitures recognized in the current period. The fifty-two weeks ended December 29, 2024 include equity-based compensation expense for RSUs and PSUs granted during the

period and prior periods, equity-based awards granted in prior periods, as well as forfeitures partially offset by accelerated vesting expense associated with the resignation of directors during the period.

(2) The thirteen and fifty-two weeks ended December 28, 2025 include non-routine severance expenses related to a reduction in force to streamline the Company’s merchandising and buying function.

A reconciliation to non-GAAP Free Cash Flow from net cash provided by (used in) operating activities for the thirteen and fifty-two weeks ended December 28, 2025 and December 29, 2024 is as follows:

Fiscal Quarters Ended

Fiscal Years Ended

December 28, 2025

December 29, 2024

December 28, 2025

December 29, 2024

(13 weeks)

(52 weeks)

Net cash provided by (used in) operating activities

(3,768)

(2,532)

1,379

2,601

Capitalized software development costs

(463)

(430)

(1,816)

(1,574)

Purchases of property and equipment

(42)

(29)

(350)

(1,300)

Free Cash Flow

(4,273)

(2,991)

(787)

(273)

Contact

investors@lulus.com

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