lululemon athletica inc 10-Q for FY2027 Q2
lululemon athletica inc. (LULU)
10-Q
2026-09-03
For: 2026-08-02
View Original
Added on
September 04, 2026
About this 10-Q
lululemon athletica inc filed this 10-Q on September 3, 2026, covering the quarter ended August 2, 2026 (FY2027 Q2).
Headline figures
Quarter ended August 2, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.42B
- down 4.3% from $2.53B a year earlier
- Net income
- $329.22M
- down 11.2% from net income of $370.91M a year earlier
- Diluted EPS
- $2.92
- down 5.8% from $3.10 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended August 2, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 001-33608

(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices)
Registrant's telephone number, including area code:
Former name, former address and former fiscal year, if changed since last report:
N/A
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| ☑ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of August 28, 2026, there were 105,594,064 shares of the registrant's common stock, par value $0.005 per share, outstanding.
Exchangeable and Special Voting Shares:
As of August 28, 2026, (1) there were outstanding 5,115,961 exchangeable shares of Lulu Canadian Holding, Inc., a wholly-owned subsidiary of the registrant. Exchangeable shares are exchangeable for an equal number of shares of the registrant's common stock; (2) there were outstanding 5,115,961 shares of special voting stock, through which the holders of exchangeable shares of Lulu Canadian Holding, Inc. may exercise their voting rights with respect to the registrant. The special voting stock and the registrant's common stock generally vote together as a single class on all matters on which the common stock is entitled to vote.
TABLE OF CONTENTS
| Page | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
lululemon athletica inc.
CONSOLIDATED BALANCE SHEETS
(Unaudited; Amounts in thousands, except per share amounts)
| August 2, 2026 | February 1, 2026 | |||||||||||||
| ASSETS | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Accounts receivable, net | ||||||||||||||
| Inventories | ||||||||||||||
| Prepaid and receivable income taxes | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Right-of-use lease assets | ||||||||||||||
| Goodwill | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Deferred income tax assets | ||||||||||||||
| Other non-current assets | ||||||||||||||
| $ | $ | |||||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued liabilities and other | ||||||||||||||
| Accrued compensation and related expenses | ||||||||||||||
| Current lease liabilities | ||||||||||||||
| Current income taxes payable | ||||||||||||||
| Unredeemed gift card liability | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Non-current lease liabilities | ||||||||||||||
| Deferred income tax liabilities | ||||||||||||||
| Other non-current liabilities | ||||||||||||||
| Commitments and contingencies | ||||||||||||||
| Stockholders' equity | ||||||||||||||
Undesignated preferred stock, $ | ||||||||||||||
Exchangeable stock, no par value: | ||||||||||||||
Special voting stock, $ | ||||||||||||||
Common stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| $ | $ | |||||||||||||
See accompanying notes to the unaudited interim consolidated financial statements
3
lululemon athletica inc.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited; Amounts in thousands, except per share amounts)
| Quarter Ended | Two Quarters Ended | |||||||||||||||||||||||||
| August 2, 2026 | August 3, 2025 | August 2, 2026 | August 3, 2025 | |||||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||||||||||||
| Income from operations | ||||||||||||||||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||||
| Income before income tax expense | ||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Net investment hedge gains (losses) | ( | |||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | ||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | ||||||||||||||||||||||
| Basic weighted-average number of shares outstanding | ||||||||||||||||||||||||||
| Diluted weighted-average number of shares outstanding | ||||||||||||||||||||||||||
See accompanying notes to the unaudited interim consolidated financial statements
4
lululemon athletica inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited; Amounts in thousands)
| Quarter Ended August 2, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchangeable Stock | Special Voting Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Shares | Par Value | Shares | Par Value | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of May 3, 2026 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued upon settlement of stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld related to net share settlement of stock-based compensation | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock, including excise tax | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of August 2, 2026 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Quarter Ended August 3, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchangeable Stock | Special Voting Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Shares | Par Value | Shares | Par Value | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of May 4, 2025 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued upon settlement of stock-based compensation | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld related to net share settlement of stock-based compensation | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock, including excise tax | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of August 3, 2025 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
5
| Two Quarters Ended August 2, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchangeable Stock | Special Voting Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Shares | Par Value | Shares | Par Value | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of February 1, 2026 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued upon settlement of stock-based compensation | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld related to net share settlement of stock-based compensation | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock, including excise tax | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of August 2, 2026 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Two Quarters Ended August 3, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchangeable Stock | Special Voting Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Shares | Par Value | Shares | Par Value | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of February 2, 2025 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued upon settlement of stock-based compensation | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld related to net share settlement of stock-based compensation | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock, including excise tax | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of August 3, 2025 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited interim consolidated financial statements
6
lululemon athletica inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; Amounts in thousands)
| Two Quarters Ended | ||||||||||||||
| August 2, 2026 | August 3, 2025 | |||||||||||||
| Cash flows from operating activities | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Stock-based compensation expense | ||||||||||||||
| Settlement of derivatives not designated in a hedging relationship | ( | ( | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Accounts receivable | ( | |||||||||||||
| Inventories | ( | ( | ||||||||||||
| Prepaid and receivable income taxes | ( | ( | ||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Other non-current assets | ( | ( | ||||||||||||
| Accounts payable | ||||||||||||||
| Accrued liabilities and other | ( | ( | ||||||||||||
| Accrued compensation and related expenses | ( | ( | ||||||||||||
| Current income taxes payable | ( | |||||||||||||
| Unredeemed gift card liability | ( | ( | ||||||||||||
| Right-of-use lease assets and current and non-current lease liabilities | ( | |||||||||||||
| Other current and non-current liabilities | ( | ( | ||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash flows from investing activities | ||||||||||||||
| Purchase of property and equipment | ( | ( | ||||||||||||
| Settlement of net investment hedges | ( | |||||||||||||
| Other investing activities | ( | ( | ||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities | ||||||||||||||
| Proceeds from settlement of stock-based compensation | ||||||||||||||
| Taxes paid related to net share settlement of stock-based compensation | ( | ( | ||||||||||||
| Repurchase of common stock | ( | ( | ||||||||||||
| Other financing activities | ( | ( | ||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Effect of foreign currency exchange rate changes on cash and cash equivalents | ( | |||||||||||||
| Decrease in cash and cash equivalents | ( | ( | ||||||||||||
| Cash and cash equivalents, beginning of period | $ | $ | ||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
See accompanying notes to the unaudited interim consolidated financial statements
7
lululemon athletica inc.
INDEX FOR NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
| Note 1 | ||||||||
| Note 2 | ||||||||
| Note 3 | ||||||||
| Note 4 | ||||||||
| Note 5 | ||||||||
| Note 6 | ||||||||
| Note 7 | ||||||||
| Note 8 | ||||||||
| Note 9 | ||||||||
| Note 10 | ||||||||
| Note 11 | ||||||||
| Note 12 | ||||||||
8
lululemon athletica inc.
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
Note 1. Nature of Operations and Basis of Presentation
Nature of Operations
lululemon athletica inc., a Delaware corporation, ("lululemon" and, together with its subsidiaries unless the context otherwise requires, the "Company") is engaged in the design, distribution, and retail of technical athletic apparel, footwear, and accessories. The Company organizes its operations into four regional markets: Americas, China Mainland, Asia Pacific ("APAC"), and Europe and the Middle East ("EMEA"). It conducts its business through a number of different channels in each market, including company-operated stores, e-commerce, outlets, temporary locations, wholesale, license and supply arrangements, and a re-commerce program. There were 825 and 811 company-operated stores in operation as of August 2, 2026 and February 1, 2026, respectively.
Basis of Presentation
The unaudited interim consolidated financial statements, including the financial position as of August 2, 2026 and the results of operations and cash flows for the periods disclosed, are presented in U.S. dollars and have been prepared by the Company under the rules and regulations of the Securities and Exchange Commission ("SEC"). The financial information is presented in accordance with United States generally accepted accounting principles ("GAAP") for interim financial information and, accordingly, does not include all of the information and footnotes required by GAAP for complete financial statements. The financial information as of February 1, 2026 is derived from the Company's audited consolidated financial statements and related notes for the fiscal year ended February 1, 2026, which are included in Item 8 in the Company's fiscal 2025 Annual Report on Form 10-K filed with the SEC on March 17, 2026. These unaudited interim consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These unaudited interim consolidated financial statements should be read in conjunction with the Company's consolidated financial statements and related notes included in Item 8 in the Company's fiscal 2025 Annual Report on Form 10-K.
The Company's fiscal year ends on the Sunday closest to January 31 of the following year, typically resulting in a 52-week year, but occasionally giving rise to an additional week, resulting in a 53-week year. Fiscal 2026 will end on January 31, 2027 and will be a 52-week year. Fiscal 2025 was a 52-week year and ended on February 1, 2026. Fiscal 2026 and fiscal 2025 are referred to as "2026," and "2025," respectively. The first two quarters of 2026 and 2025 ended on August 2, 2026 and August 3, 2025, respectively.
The Company's business is affected by the pattern of seasonality common to most retail apparel businesses. Historically, the Company has recognized a significant portion of its operating profit in the fourth fiscal quarter of each year as a result of increased net revenue during the holiday season. Events predominantly impacting the Company's international net revenue, such as those related to Lunar New Year and Singles Day, can fall in different fiscal quarters from year to year.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of net revenue and expenses during the reporting period. Actual results could differ from those estimates.
Note 2. Recent Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standard Updates ("ASUs"). ASUs recently issued not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company's consolidated financial position or results of operations.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Entities will be required to provide disaggregated disclosures for certain income statement expense line items. This amendment is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and will be applied
9
retrospectively for periods presented in the financial statements. The Company is currently evaluating the impact that this new guidance may have on its financial statement disclosures.
In September 2025, the FASB issued ASU 2025‑06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350‑40): Targeted Improvements to the Accounting for Internal-Use Software. The amendment replaces the previous project-stage model with a principles-based approach for capitalizing internal-use software costs. This guidance is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within that year. The Company is currently evaluating the impact that this new guidance may have on its accounting policies and related disclosures.
Note 3. Net Revenue
Disaggregated Net Revenue
In addition to the disaggregation of net revenue by reportable segment in Note 11. Segmented Information, the following table disaggregates the Company's net revenue by geographic area.
| Second Quarter | First Two Quarters | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||
| Mexico | ||||||||||||||||||||||||||
| Americas | ||||||||||||||||||||||||||
| China Mainland | ||||||||||||||||||||||||||
Hong Kong SAR, Taiwan, and Macau SAR | ||||||||||||||||||||||||||
| People's Republic of China | ||||||||||||||||||||||||||
| Other geographic areas | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
The following disaggregates the Company's net revenue by category. Accessories and other categories is primarily composed of accessories, footwear, and lululemon Studio.
| Second Quarter | First Two Quarters | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Women's apparel | $ | $ | $ | $ | ||||||||||||||||||||||
| Men's apparel | ||||||||||||||||||||||||||
| Accessories and other categories | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
The following disaggregates the Company's net revenue by channel.
| Second Quarter | First Two Quarters | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Company-operated stores | $ | $ | $ | $ | ||||||||||||||||||||||
| E-commerce | ||||||||||||||||||||||||||
| Other channels | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
10
Note 4. Revolving Credit Facilities
Americas Revolving Credit Facility
On October 15, 2025, the Company entered into an amended and restated unsecured revolving credit agreement, which provides for $600.0 million in commitments under an unsecured five-year revolving credit facility. The credit facility has a maturity date of October 15, 2030, subject to two one-year extensions at the request of the Company. Subject to the conditions stated in the credit agreement, the Company may request increases in aggregate commitments thereunder up to a total of $1.0 billion. The credit facility permits prepayment of borrowings and reductions or terminations of commitments from time to time without premium or penalty, subject to customary breakage costs.
As of August 2, 2026, the Company had no borrowings outstanding under this credit facility other than $6.3 million in outstanding letters of credit and guarantee.
Borrowings made under the credit facility bear interest at variable rates based on the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York ("SOFR"), or an alternate base rate, plus applicable margin. The credit agreement contains customary financial, affirmative and negative covenants applicable to the Company and its subsidiaries, including limitations on indebtedness, liens, fundamental changes, dispositions of assets, changes in the nature of business, and restrictions on subsidiary dividends and distributions, as well as financial covenants based on leverage and fixed charge coverage ratios. The Company was in compliance with all such covenants as of August 2, 2026.
Uncommitted Revolving Credit Facilities
The Company has uncommitted revolving credit facilities, including an unsecured Chinese Yuan-denominated revolving credit facility totaling the equivalent of USD $44.4 million, which is reviewed annually and provides for short-term borrowing and the issuance of guarantees. As of August 2, 2026, there were no borrowings or guarantees outstanding, letters of credit totaling USD $13.7 million were issued, and the Company was in compliance with all applicable terms of the Chinese Yuan-denominated credit facility.
Note 5. Supply Chain Financing Program
The Company facilitates a voluntary supply chain financing ("SCF") program that allows its suppliers to elect to sell the receivables owed to them by the Company to a third-party financial institution. Participating suppliers negotiate arrangements directly with the financial institution. If a supplier chooses to participate in the SCF program it may request an invoice be paid earlier than it would by the Company, and the financial institution at its sole and absolute discretion, may elect to make an early payment to the supplier at a discount. The Company's obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by a supplier's participation in the arrangement and the Company provides no guarantees to any third parties under the SCF program.
Note 6. Stock-Based Compensation and Benefit Plans
Stock-Based Compensation Plans
The Company's eligible employees participate in various stock-based compensation plans, provided directly by the Company.
Stock-based compensation expense charged to income for the plans was $49.7 million and $21.1 million for the first two quarters of 2026 and 2025, respectively. Total unrecognized compensation cost for all stock-based compensation plans was $173.3 million as of August 2, 2026, which is expected to be recognized over a weighted-average period of 2.4 years.
11
A summary of the balances of the Company's stock-based compensation plans as of August 2, 2026, and changes during the first two quarters of 2026, is presented below:
| Stock Options | Performance-Based Restricted Stock Units | Restricted Shares | Restricted Stock Units | |||||||||||||||||||||||||||||||||||||||||||||||
| Number | Weighted-Average Exercise Price | Number | Weighted-Average Grant Date Fair Value | Number | Weighted-Average Grant Date Fair Value | Number | Weighted-Average Grant Date Fair Value | |||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of February 1, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercised/released | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Forfeited/expired | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of August 2, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Exercisable as of August 2, 2026 | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
The Company's performance-based restricted stock units ("PSUs") awarded to eligible employees during 2026 entitle the grantee to receive a maximum of 2.5 shares of common stock per PSU if the Company achieves specified performance goals and the grantee remains employed during the vesting period. These PSU awards also include a market condition based on total shareholder return ("TSR"), which limits the conversion ratio to one share of common stock per PSU if TSR over the performance period is negative. The fair value of these PSUs was determined at grant date using a Monte Carlo simulation model. Expense for PSUs is recognized when it is probable that the performance goal will be achieved.
The grant date fair value of stock options is estimated on the date of grant using a Black-Scholes model.
The following are weighted averages of the assumptions that were used during the first two quarters of 2026:
| Stock Options | Performance-Based Restricted Stock Units | |||||||||||||
| Expected term | ||||||||||||||
| Expected volatility | % | % | ||||||||||||
| Risk-free interest rate | % | % | ||||||||||||
| Dividend yield | % | % | ||||||||||||
The grant date fair value of the restricted shares and restricted stock units is based on the closing price of the Company's common stock on the grant date.
Employee Share Purchase Plan
The Company has an Employee Share Purchase Plan ("ESPP"). Contributions are made by eligible employees, subject to certain limits defined in the ESPP, and the Company matches one-third of the contribution. The maximum number of shares authorized to be purchased under the ESPP is 6.0 million shares. All shares purchased under the ESPP are purchased in the open market. During the second quarter of 2026, there were 78.8 thousand shares purchased. As of August 2, 2026, 3.9 million shares remain authorized to be purchased under the ESPP.
Defined Contribution Pension Plans
The Company offers defined contribution pension plans to eligible employees who may elect to defer and contribute a portion of their eligible compensation to a plan up to limits stated in the plan documents, not to exceed the dollar amounts set by applicable laws. The Company matches 50 % to 75 % of the contribution depending on the participant's length of service, and the Company's contribution is subject to a two-year vesting period. The Company's net expense for the defined contribution plans was $13.0 million and $12.2 million in the first two quarters of 2026 and 2025, respectively.
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Note 7. Fair Value Measurement
Assets and Liabilities Measured at Fair Value on a Recurring Basis
| August 2, 2026 | Level 1 | Level 2 | Level 3 | Balance Sheet Classification | ||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | Cash and cash equivalents | |||||||||||||||||||||||||||
| Term deposits | Cash and cash equivalents | |||||||||||||||||||||||||||||||
| Forward currency contract assets | ||||||||||||||||||||||||||||||||
| Forward currency contract liabilities | ||||||||||||||||||||||||||||||||
| February 1, 2026 | Level 1 | Level 2 | Level 3 | Balance Sheet Classification | ||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | Cash and cash equivalents | |||||||||||||||||||||||||||
| Forward currency contract assets | ||||||||||||||||||||||||||||||||
| Forward currency contract liabilities | ||||||||||||||||||||||||||||||||
The Company has short-term, highly liquid investments classified as cash equivalents, which are invested in money market funds and short-term deposits with original maturities of three months or less.
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
Note 8. Derivative Financial Instruments
The Company currently hedges against changes in the Canadian dollar and Chinese Yuan to the U.S. dollar exchange rate and changes in the Euro and Australian dollar to the Canadian dollar exchange rate using forward currency contracts.
Net Investment Hedges
The Company is exposed to foreign currency exchange gains and losses which arise on translation of its international subsidiaries' balance sheets into U.S. dollars. These gains and losses are recorded as other comprehensive income (loss), net of tax in accumulated other comprehensive income or loss within stockholders' equity.
The Company holds a significant portion of its assets in Canada and enters into forward currency contracts designed to hedge a portion of the foreign currency exposure that arises on translation of a Canadian subsidiary into U.S. dollars. These forward currency contracts are designated as net investment hedges. The Company assesses hedge effectiveness based on changes in forward rates. The Company recorded no ineffectiveness from net investment hedges during the first two quarters of 2026.
Derivatives Not Designated as Hedging Instruments
During the first two quarters of 2026, the Company entered into certain forward currency contracts designed to economically hedge the foreign currency exchange revaluation gains and losses that are recognized by its Canadian and Chinese subsidiaries on specific monetary assets and liabilities denominated in currencies other than the functional currency of the entity. The Company has not applied hedge accounting to these instruments and the change in fair value of these derivatives is recorded within selling, general and administrative expenses.
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Quantitative Disclosures about Derivative Financial Instruments
The notional amounts and fair values of forward currency contracts were as follows:
| August 2, 2026 | February 1, 2026 | |||||||||||||||||||||||||||||||||||||
| Gross Notional | Assets | Liabilities | Gross Notional | Assets | Liabilities | |||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||
| Derivatives designated as net investment hedges: | ||||||||||||||||||||||||||||||||||||||
| Forward currency contracts | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Derivatives not designated in a hedging relationship: | ||||||||||||||||||||||||||||||||||||||
| Forward currency contracts | ||||||||||||||||||||||||||||||||||||||
| Net derivatives recognized on consolidated balance sheets: | ||||||||||||||||||||||||||||||||||||||
| Forward currency contracts | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
As of August 2, 2026, there were derivative assets of $6.3 million and derivative liabilities of $8.4 million subject to enforceable netting arrangements.
The forward currency contracts designated as net investment hedges outstanding as of August 2, 2026 mature on different dates between August 2026 and November 2026.
The forward currency contracts not designated in a hedging relationship outstanding as of August 2, 2026 mature on different dates between August 2026 and November 2026.
The pre-tax gains and losses on foreign currency exchange forward contracts recorded in accumulated other comprehensive income or loss were as follows:
| Second Quarter | First Two Quarters | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Gains (losses) recognized in net investment hedge gains (losses): | ||||||||||||||||||||||||||
| Derivatives designated as net investment hedges | $ | $ | $ | $ | ( | |||||||||||||||||||||
No gains or losses have been reclassified from accumulated other comprehensive income or loss into net income for derivative financial instruments in a net investment hedging relationship, as the Company has not sold or liquidated (or substantially liquidated) its hedged subsidiary.
The pre-tax net foreign currency exchange and derivative gains and losses recorded in the consolidated statement of operations were as follows:
| Second Quarter | First Two Quarters | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Gains (losses) recognized in selling, general and administrative expenses: | ||||||||||||||||||||||||||
| Foreign currency exchange gains (losses) | $ | $ | $ | $ | ( | |||||||||||||||||||||
| Derivatives not designated in a hedging relationship | ( | ( | ( | |||||||||||||||||||||||
| Net foreign currency exchange and derivative gains (losses) | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||
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Note 9. Earnings Per Share
The details of the computation of basic and diluted earnings per share are as follows:
| Second Quarter | First Two Quarters | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Basic weighted-average number of shares outstanding | ||||||||||||||||||||||||||
| Assumed conversion of dilutive stock options and awards | ||||||||||||||||||||||||||
| Diluted weighted-average number of shares outstanding | ||||||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | ||||||||||||||||||||||
The Company's calculation of weighted-average shares includes the common stock of the Company as well as the exchangeable shares. Exchangeable shares are the economic equivalent of common shares in all material respects. All classes of stock have in effect the same economic rights and share equally in undistributed net income. For the first two quarters of 2026 and 2025, 0.3 million and 0.1 million stock options and awards, respectively, were anti-dilutive to earnings per share and therefore have been excluded from the computation of diluted earnings per share.
The Company's board of directors approved a stock repurchase program authorizing up to $4.0 billion in aggregate, including $1.0 billion initially authorized on November 29, 2023, and additional $1.0 billion increases on May 29, 2024, December 3, 2024, and December 3, 2025. This program does not have an expiration date or require a minimum number of shares to be repurchased. Repurchases may be made on the open market at prevailing prices or through privately negotiated transactions, including under plans pursuant to Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934. The timing and amount of repurchases will depend on market conditions, trading eligibility, and other factors. As of August 2, 2026, the remaining authorized amount available under the program, excluding commissions and excise taxes, was $712.5 million.
During the first two quarters of 2026 and 2025, 4.9 million and 2.5 million shares, respectively, were repurchased under the programs at a total cost including commissions and excise taxes of $695.1 million and $715.7 million, respectively.
Note 10. Supplementary Financial Information
A summary of certain consolidated balance sheet accounts is as follows:
| August 2, 2026 | February 1, 2026 | |||||||||||||
| (In thousands) | ||||||||||||||
| Inventories: | ||||||||||||||
| Inventories, at cost | $ | $ | ||||||||||||
| Inventory provisions and reserves | ( | ( | ||||||||||||
| $ | $ | |||||||||||||
| Prepaid expenses and other current assets: | ||||||||||||||
| Prepaid expenses | $ | $ | ||||||||||||
| Forward currency contract assets | ||||||||||||||
| Other current assets | ||||||||||||||
| $ | $ | |||||||||||||
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| August 2, 2026 | February 1, 2026 | |||||||||||||
| (In thousands) | ||||||||||||||
| Property and equipment, net: | ||||||||||||||
| Land | $ | $ | ||||||||||||
| Buildings | ||||||||||||||
| Leasehold improvements | ||||||||||||||
| Furniture and fixtures | ||||||||||||||
| Computer hardware | ||||||||||||||
| Computer software | ||||||||||||||
| Equipment and vehicles | ||||||||||||||
| Work in progress | ||||||||||||||
| Property and equipment, gross | ||||||||||||||
| Accumulated depreciation | ( | ( | ||||||||||||
| $ | $ | |||||||||||||
| Other non-current assets: | ||||||||||||||
| Cloud computing arrangement implementation costs | $ | $ | ||||||||||||
| Security deposits | ||||||||||||||
| Other | ||||||||||||||
| $ | $ | |||||||||||||
| Accrued liabilities and other: | ||||||||||||||
| Accrued operating expenses | $ | $ | ||||||||||||
| Accrued duty | ||||||||||||||
| Accrued digital marketing | ||||||||||||||
| Sales return allowances | ||||||||||||||
| Accrued credit card affiliate liabilities | ||||||||||||||
| Forward currency contract liabilities | ||||||||||||||
| Accrued capital expenditures | ||||||||||||||
| Accrued freight | ||||||||||||||
| Sales tax collected | ||||||||||||||
| Accrued rent | ||||||||||||||
| Other | ||||||||||||||
| $ | $ | |||||||||||||
Note 11. Segmented Information
The Company reports three segments: Americas, China Mainland, and Rest of World, which is comprised of its non-significant operating segments APAC and EMEA reported on a combined basis.
The Company's segments are based on the financial information the Chief Operating Decision Maker ("CODM") uses to evaluate performance and allocate resources. During 2025, the Company's then-chief executive officer ("CEO"), served as CODM. Effective January 31, 2026, the former CEO stepped down, and the Company's chief financial officer and its president and chief commercial officer were appointed as interim co-CEOs and together perform the CODM function during the interim period. On April 21, 2026, the Company entered into an employment agreement to appoint a new CEO effective September 8, 2026. The CODM approves the annual budget on a segment level, and regularly assesses the performance of the Company's segments using key financial metrics, including net revenue and segmented income from operations. The Company does not report capital expenditures and assets by segment as that information is not reviewed by the CODM.
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The following outlines segmented information:
Second Quarter 2026 | ||||||||||||||||||||||||||||||||||||||
Americas | China Mainland | Rest of World | Total Segments | Corporate(1) | Total | |||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Product costs(2) | ||||||||||||||||||||||||||||||||||||||
Other cost of sales(2) | ||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||||||||||||||||||||||||
| Income from operations | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||||||||||||||||
| Income before income tax expense | $ | |||||||||||||||||||||||||||||||||||||
| Supplemental information: | ||||||||||||||||||||||||||||||||||||||
Depreciation and amortization(3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Second Quarter 2025 | ||||||||||||||||||||||||||||||||||||||
Americas | China Mainland | Rest of World | Total Segments | Corporate(1) | Total | |||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Product costs(2) | ||||||||||||||||||||||||||||||||||||||
Other cost of sales(2) | ||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||||||||||||||||||||||||
| Income from operations | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||||||||||||||||
| Income before income tax expense | $ | |||||||||||||||||||||||||||||||||||||
| Supplemental information: | ||||||||||||||||||||||||||||||||||||||
Depreciation and amortization(3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
First Two Quarters 2026 | ||||||||||||||||||||||||||||||||||||||
Americas | China Mainland | Rest of World | Total Segments | Corporate(1) | Total | |||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Product costs(2) | ||||||||||||||||||||||||||||||||||||||
Other cost of sales(2) | ||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||||||||||||||||||||||||
| Income from operations | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||||||||||||||||
| Income before income tax expense | $ | |||||||||||||||||||||||||||||||||||||
| Supplemental information: | ||||||||||||||||||||||||||||||||||||||
Depreciation and amortization(3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
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First Two Quarters 2025 | ||||||||||||||||||||||||||||||||||||||
Americas | China Mainland | Rest of World | Total Segments | Corporate(1) | Total | |||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Product costs(2) | ||||||||||||||||||||||||||||||||||||||
Other cost of sales(2) | ||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||||||||||||||||||||||||
| Income from operations | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||||||||||||||||
| Income before income tax expense | $ | |||||||||||||||||||||||||||||||||||||
| Supplemental information: | ||||||||||||||||||||||||||||||||||||||
Depreciation and amortization(3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
(1)Corporate includes centrally managed support functions including product design, raw material development, product innovation, sourcing, supply chain, and global merchandising which are included in other cost of sales. Administrative corporate expenses include technology, brand and marketing, finance, human resources, legal, and other head office costs.
(2)Cost of goods sold is made up of product costs and other cost of sales. Product costs include the cost of purchased merchandise, costs incurred to deliver inventory to the Company's distribution centers, shrink and inventory provision expenses, the cost of digital content subscription services, hemming costs and other product alteration costs, and product-related royalties paid to third parties. International Emergency Economic Power Act ("IEEPA") tariff refunds of $134.5 million during the second quarter of 2026 are included within product costs in the Americas. Other cost of sales includes occupancy and depreciation expense for company-operated stores, distribution center costs, and product department costs.
(3)The amounts of depreciation and amortization disclosed by reportable segment are included within other cost of sales and selling, general and administrative expenses.
Note 12. Legal Proceedings and Other Contingencies
Legal Proceedings
In addition to the legal proceedings described below, the Company is, from time to time, involved in routine legal matters, and audits and inspections by governmental agencies and other third parties which are incidental to the conduct of its business. This includes legal matters such as initiation and defense of proceedings to protect intellectual property rights, employment claims, product liability claims, personal injury claims, and similar matters. The Company believes the ultimate resolution of any such legal proceedings, audits, and inspections is not reasonably likely to have a material adverse effect on its consolidated balance sheets, results of operations or cash flows; however, litigation and regulatory matters are inherently uncertain, and it is possible that an adverse outcome in one or more matters could have a material impact in a particular reporting period. The Company has recognized immaterial provisions related to the expected outcome of legal proceedings.
On August 8, 2024, lululemon athletica inc. and certain officers of the Company were named as defendants in a purported securities class action (Patel v. Lululemon Athletica Inc., et al., No. 1:24-cv-06033) in the United States District Court for the Southern District of New York. On March 10, 2025, plaintiffs filed an amended complaint, asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly false and misleading public statements and omissions by defendants during the period December 8, 2023 to July 24, 2024 relating to lululemon's business, product offerings, and inventory allocation that plaintiffs allege artificially inflated the Company’s stock price. The amended complaint currently seeks unspecified monetary damages. On May 19, 2025, defendants moved to dismiss the amended complaint. On March 31, 2026, the court granted in part and denied in part defendants’ motion to dismiss the amended complaint. The Company intends to defend the action vigorously.
Since November 4, 2024, six stockholder derivative complaints have been filed in the United States Court for the Southern District of New York: Bhavsar v. McDonald et al., No. 1:24-cv-08405; Muszynski v. McDonald et al., No. 1:24-cv-08507; Holtz v. McDonald et al., No. 1:24-cv-08572; Wong v. McDonald et al., No. 1:24-cv-08752; Kanaly v. McDonald et al., No. 1:24-cv-08839; and Wasserman v. McDonald et al., No. 1:25-cv-02793 (collectively, the "Derivative Actions."). The complaints in the Derivative Actions are generally based on the same allegations alleged in the securities action complaint and assert claims against certain of the Company’s current and former directors and officers for, among other things, alleged breaches of fiduciary duty and violations of Sections 10(b), 14(a), and 20(a) of the Exchange Act. Certain of the Derivative Actions also assert claims based on alleged false and misleading statements during the period October 28, 2020 to April 25, 2024 relating to the Company’s "IDEA" program. The complaints seek, among other things, monetary damages and equitable
18
relief on behalf of the Company, as well as an award of attorneys’ fees and costs. On May 15, 2025, plaintiff in Bhavsar v. McDonald et al. voluntarily dismissed the complaint and that action has been terminated. On August 1, 2025, the Derivative Actions were consolidated for all purposes under the caption In re lululemon athletica inc. Stockholder Derivative Litigation, Master File No. 1:24-cv-08507. Subject to the terms of the parties' stipulation, which the Court "so ordered" on May 18, 2026, the Derivative Actions are stayed pending resolution of the securities class action.
Import Tariffs and Related Legal Proceedings
On February 20, 2026, the U.S. Supreme Court invalidated tariffs imposed under the IEEPA. The U.S. Administration has initiated new tariffs at different rates under alternative legislative powers. The U.S. Administration also confirmed that the IEEPA decision does not impact the removal of the de minimis exemption. The Company has submitted refund claims for eligible IEEPA tariffs paid, including associated interest. During the second quarter of 2026, the Company received $134.5 million of IEEPA tariff refunds, which has been recognized in cost of goods sold, and $4.1 million of associated interest, which has been recognized in other income (expense), net. However, the ultimate additional amounts that it may be refunded, if any, remain uncertain, and as of August 2, 2026, it has not recognized an asset in relation to further IEEPA tariff refund claims.
On March 27, 2026, lululemon usa inc. was named as a defendant in a purported consumer class action (Neuman, et al. v. Lululemon USA Inc., No. 2:26-cv-11029) in the United States District Court for the Eastern District of Michigan, asserting equitable claims relating to alleged tariff-related pricing actions and potential governmental tariff reimbursements. The complaint seeks unspecified damages or restitution for the alleged tariff-cost component of prices charged and other relief. The Company intends to defend the lawsuit.
On June 30, 2026, lululemon usa inc. was named as a defendant in a related purported consumer class action (Alsaady, et al. v. Lululemon USA Inc., No. 3:26-cv-05708) in the United States District Court for the Western District of Washington, asserting claims under consumer protection statutes of Washington, Michigan, and New York and equitable claims relating to alleged tariff-related pricing action and potential government tariff reimbursements. Like the first-filed case, the complaint seeks unspecified damages or restitution for the alleged tariff-cost component of prices charged and other relief. The Company intends to defend the lawsuit.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the unaudited interim consolidated financial statements and related notes in Item 1 of this Quarterly Report on Form 10-Q, as well as the audited consolidated financial statements and MD&A in our Annual Report on Form 10-K for fiscal 2025.
This Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our financial condition, results of operations, business strategies, growth opportunities, market trends, and future performance. Forward-looking statements can often be identified by words such as "may," "will," "expects," "plans," "anticipates," "believes," "estimates," "intends," and similar expressions.
These forward-looking statements are based on our current expectations and assumptions, are subject to risks and uncertainties, and may differ materially from actual results due to various factors, including those described under "Risk Factors" and elsewhere in this report. We undertake no obligation to update any forward-looking statements, except as required by applicable law.
Our fiscal year ends on the Sunday closest to January 31 of the following year, typically resulting in a 52-week year, but occasionally giving rise to an additional week, resulting in a 53-week year. Fiscal 2026 will end on January 31, 2027 and will be a 52-week year. Fiscal 2025 was a 52-week year and ended on February 1, 2026. Fiscal 2026 and fiscal 2025 are referred to as "2026," and "2025," respectively. The first two quarters of 2026 and 2025 ended on August 2, 2026 and August 3, 2025, respectively.
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Components of this MD&A include:
We use comparable sales as a metric to evaluate the performance of our business. Refer to the Comparable Sales section of this MD&A for further information.
We provide constant dollar changes, which is a non-GAAP financial measure, as supplemental information to help investors understand the underlying growth rate of net revenue excluding the impact of changes in foreign currency exchange rates. Refer to the Non-GAAP Financial Measures section of this MD&A for reconciliations between the non-GAAP financial measures and the most directly comparable measures calculated in accordance with GAAP.
We disclose material non-public information through one or more of the following channels: our investor relations website (http://corporate.lululemon.com/investors), the social media channels identified on our investor relations website, press releases, SEC filings, public conference calls, and webcasts. Information contained on or accessible through our websites is not incorporated into, and does not form a part of, this quarterly report or any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.
Overview
lululemon athletica inc. is principally a designer, distributor, and retailer of technical athletic apparel, footwear, and accessories. Our mission is to inspire the world to sweat, grow, and connect. Since our inception, we have fostered a distinctive corporate culture; we promote a set of core values in our business which include taking personal responsibility, acting with courage, valuing connection and inclusion, and choosing to have fun. These core values attract passionate and motivated employees who are driven to achieve personal and professional goals, and share our purpose to "elevate human potential by helping people feel their best."
We offer a comprehensive line of technical athletic apparel, footwear, and accessories marketed under the lululemon brand which includes:
•Pants, shorts, tops, and jackets designed for a healthy lifestyle including athletic activities such as yoga, running, training, and most other activities;
•Apparel designed for being on the move; and
•Fitness-inspired accessories.
Financial Highlights
The summary below compares the second quarter of 2026 to the second quarter of 2025 and includes $134.5 million of International Emergency Economic Power Act ("IEEPA") tariff refunds and $4.1 million of associated interest received during the second quarter of 2026. Refer to the Import Tariffs section for more information.
•Net revenue decreased 4% to $2.4 billion. On a constant dollar basis, net revenue decreased 5%.
•Comparable sales decreased 9%, or 10% on a constant dollar basis.
–Americas comparable sales decreased 12%.
–China Mainland comparable sales decreased 2%, or 8% on a constant dollar basis.
–Rest of World comparable sales decreased 4%, or 3% on a constant dollar basis.
•Gross profit decreased 1% to $1.5 billion, which includes $134.5 million of IEEPA tariff refunds.
20
•Gross margin increased 200 basis points to 60.5%, which includes an increase of 560 basis points related to IEEPA tariff refunds.
•Income from operations decreased 13% to $453.7 million, which includes $134.5 million of IEEPA tariff refunds.
•Operating margin decreased 190 basis points to 18.8%, which includes an increase of 560 basis points related to IEEPA tariff refunds.
•Income tax expense decreased 15% to $138.1 million. Our effective tax rate for the second quarter of 2026 was 29.6%, compared to 30.5% for the second quarter of 2025.
•Diluted earnings per share were $2.92 compared to $3.10 in the second quarter of 2025, including $0.86 per share related to IEEPA tariff refunds and associated interest, net of tax.
Market Conditions and Trends
Net revenue in the Americas decreased 8%, and comparable sales in the Americas decreased 12%. We experienced reduced traffic and lower conversion rates, as well as a decrease in average order value in the Americas. We have initiated an action plan to drive net revenue growth in the Americas, structured around three strategic pillars: product creation, product activation, and enterprise enablement. This includes a plan to increase the reliance of full price selling to drive sustainable revenue growth.
Net revenue in China Mainland and Rest of World increased 4% and 5%, respectively, or decreased 2% and increased 6% on a constant dollar basis, respectively. China Mainland and Rest of World comparable sales decreased by 2% and 4%, respectively. We experienced lower conversion in these markets which led to a decrease in comparable sales. We opened 15 net new stores in China Mainland and 10 net new stores in Rest of World since the second quarter of 2025.
Across all markets, our business continues to be impacted by shifting consumer demand and brand sentiment and macroeconomic conditions, including trade policies, foreign currency fluctuations, and geopolitical instability. These factors have had varying effects across our markets and are expected to continue to impact our business throughout the remainder of 2026 and beyond.
Import Tariffs
During 2025, the United States implemented a series of trade-related policies, including removing the de minimis exemption for low-value shipments imported into the United States, and implementing higher tariffs under different statutes, including under the IEEPA. These changes in tariffs, including the de minimis exemption removal, have had a significant adverse effect on our business and results of operations in 2025 and 2026.
On February 20, 2026, the U.S. Supreme Court invalidated tariffs imposed under the IEEPA. The U.S. Administration has initiated new tariffs at different rates under alternative legislative powers. The U.S. Administration also confirmed that the IEEPA decision does not impact the removal of the de minimis exemption, and this was upheld by the U.S. Court of International Trade on August 13, 2026. We paid $230 million of tariffs under the IEEPA and have submitted refund claims for eligible IEEPA tariffs paid, including associated interest. During the second quarter of 2026, we received $134.5 million of IEEPA tariff refunds, which has been recognized in cost of goods sold, and $4.1 million of associated interest, which has been recognized in other income (expense), net. However, the ultimate additional amounts that we may be refunded, if any, remain uncertain, and as of August 2, 2026, we have not recognized an asset in relation to further IEEPA tariff refund claims.
There remains significant uncertainty regarding the duration and scope of newly initiated tariffs and whether the United States will pursue additional trade actions or impose further tariffs, or currently enforced tariffs may be invalidated through legal challenges. Additionally, our U.S. operating entity was named as a defendant in purported consumer class actions relating to alleged tariff-related pricing actions and potential governmental tariff reimbursements.
Because this is an evolving area, future developments may change our expectations materially. For additional information on related risks, please see “Risk Factors” in this report.
Other Factors Affecting Our Business
Foreign currency fluctuations positively impacted our financial results during the first two quarters of 2026, increasing net revenue by $69.6 million compared to the first two quarters of 2025. We expect ongoing exchange rate volatility to continue to affect our financial results.
21
Quarter-to-Date Results of Operations: Second Quarter Results
The following table summarizes key components of our results of operations for the periods indicated:
| Second Quarter | ||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In thousands) | (Percentage of net revenue) | |||||||||||||||||||||||||
| Net revenue | $ | 2,415,631 | $ | 2,525,219 | 100.0 | % | 100.0 | % | ||||||||||||||||||
| Cost of goods sold | 953,753 | 1,048,017 | 39.5 | 41.5 | ||||||||||||||||||||||
| Gross profit | 1,461,878 | 1,477,202 | 60.5 | 58.5 | ||||||||||||||||||||||
| Selling, general and administrative expenses | 1,006,332 | 951,658 | 41.7 | 37.7 | ||||||||||||||||||||||
| Amortization of intangible assets | 1,893 | 1,730 | 0.1 | 0.1 | ||||||||||||||||||||||
| Income from operations | 453,653 | 523,814 | 18.8 | 20.7 | ||||||||||||||||||||||
| Other income (expense), net | 13,698 | 9,737 | 0.6 | 0.4 | ||||||||||||||||||||||
| Income before income tax expense | 467,351 | 533,551 | 19.3 | 21.1 | ||||||||||||||||||||||
| Income tax expense | 138,128 | 162,646 | 5.7 | 6.4 | ||||||||||||||||||||||
| Net income | $ | 329,223 | $ | 370,905 | 13.6 | % | 14.7 | % | ||||||||||||||||||
Net Revenue
| Second Quarter | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | Year over year change | ||||||||||||||||||||||||||||||||||||||||
| (In thousands) | (Percentage of net revenue) | (In thousands) | (Percentage) | (Constant dollar change) | ||||||||||||||||||||||||||||||||||||||||
| Americas | $ | 1,616,772 | $ | 1,758,217 | 66.9 | % | 69.6 | % | $ | (141,445) | (8) | % | (8) | % | ||||||||||||||||||||||||||||||
| China Mainland | 407,095 | 392,898 | 16.9 | 15.6 | 14,197 | 4 | % | (2) | % | |||||||||||||||||||||||||||||||||||
| Rest of World | 391,764 | 374,104 | 16.2 | 14.8 | 17,660 | 5 | % | 6 | % | |||||||||||||||||||||||||||||||||||
| Net revenue | $ | 2,415,631 | $ | 2,525,219 | 100.0 | % | 100.0 | % | $ | (109,588) | (4) | % | (5) | % | ||||||||||||||||||||||||||||||
The decrease in net revenue was primarily due to decreased Americas net revenue, partially offset by increased Rest of World and China Mainland net revenue. Global comparable sales decreased 9%, or 10% on a constant dollar basis, primarily as a result of lower conversion rates, as well as reduced store traffic and a decrease in average order value, partially offset by higher e-commerce traffic.
Gross Margin
| Second Quarter | ||||||||||||||||||||||||||
| 2026 | 2025 | Year over year change | ||||||||||||||||||||||||
| (In thousands) | (In thousands) | (Percentage) | ||||||||||||||||||||||||
Gross profit | $ | 1,461,878 | $ | 1,477,202 | $ | (15,324) | (1.0) | % | ||||||||||||||||||
Gross margin | 60.5 | % | 58.5 | % | 200 basis points | |||||||||||||||||||||
The increase in gross margin was primarily due to a net increase in product margin of 430 basis points, comprised of:
•an increase of 560 basis points related to IEEPA tariff refunds;
•a net decrease of 150 basis points primarily from higher tariffs, as well as markdowns including credit card affiliate programs, partially offset by higher pricing and lower product costs; and
•a favorable impact of foreign currency exchange rates of 20 basis points.
22
The increase in gross margin was partially offset by a net increase in other cost of sales as a percentage of net revenue of 230 basis points, comprised of:
•an increase in occupancy and depreciation costs of 180 basis points, driven by new and expanded company-operated stores, as well as increased penetration in China Mainland and Rest of World; and
•an increase in costs related to our distribution centers and product departments of 50 basis points.
Selling, General and Administrative Expenses
| Second Quarter | ||||||||||||||||||||||||||
| 2026 | 2025 | Year over year change | ||||||||||||||||||||||||
| (In thousands) | (In thousands) | (Percentage) | ||||||||||||||||||||||||
Selling, general and administrative expenses | $ | 1,006,332 | $ | 951,658 | $ | 54,674 | 5.7 | % | ||||||||||||||||||
Selling, general and administrative expenses as a % of net revenue | 41.7 | % | 37.7 | % | 400 basis points | |||||||||||||||||||||
The increase in selling, general and administrative expenses was primarily due to:
•a net increase in head office costs of $45.8 million, comprised of:
–an increase in contractor, advisory, and professional services of $14.6 million, which includes costs associated with proxy contest matters of $13.4 million in the second quarter of 2026;
–an increase in brand and community expenses of $14.1 million;
–an increase in employee costs of $7.6 million primarily due to the reversal of stock-based compensation recorded in the second quarter of 2025 and higher wage rates. The increase was partially offset by lower bonus expense due to business performance;
–an increase in technology costs, including cloud computing amortization, of $6.9 million;
–an increase in depreciation of $6.4 million; and
–a decrease in other head office costs of $3.8 million.
•a net increase in costs related to our operating channels of $7.7 million, comprised of:
–an increase in employee costs of $5.1 million;
–an increase in technology costs of $1.7 million;
–an increase in digital marketing expenses of $0.9 million;
–an increase in other operating costs of $4.2 million; and
–a decrease in variable costs of $4.2 million primarily due to lower packaging costs and credit card fees.
•a decrease in net foreign currency exchange and derivative revaluation gains of $1.2 million.
Selling, general and administrative expenses as a percentage of net revenue increased 400 basis points primarily due to an increase in head office costs of 260 basis points and an increase in costs related to our operating channels of 130 basis points.
Segment Results
On a segment basis, we determine income from operations without taking into account corporate expenses. Corporate expenses include the cost of centrally managed support functions including product design, raw material development, product innovation, sourcing, supply chain, and global merchandising which are included in other cost of sales. Administrative corporate expenses include technology, brand and marketing, finance, human resources, legal, and other head office costs.
23
Americas
| Second Quarter | ||||||||||||||||||||||||||
| 2026 | 2025 | Year over year change | ||||||||||||||||||||||||
| (In thousands) | (In thousands) | (Percentage) | ||||||||||||||||||||||||
| Net revenue | $ | 1,616,772 | $ | 1,758,217 | $ | (141,445) | (8.0) | % | ||||||||||||||||||
| Product costs | 376,770 | 515,473 | (138,703) | (26.9) | ||||||||||||||||||||||
| Other cost of sales | 190,694 | 158,390 | 32,304 | 20.4 | ||||||||||||||||||||||
| Gross profit | 1,049,308 | 1,084,354 | (35,046) | (3.2) | ||||||||||||||||||||||
| Selling, general and administrative expenses | 454,895 | 464,960 | (10,065) | (2.2) | ||||||||||||||||||||||
| Segmented income from operations | $ | 594,413 | $ | 619,394 | $ | (24,981) | (4.0) | % | ||||||||||||||||||
| Product margin | 76.7 | % | 70.7 | % | 600 basis points | |||||||||||||||||||||
| Gross margin | 64.9 | % | 61.7 | % | 320 basis points | |||||||||||||||||||||
| Selling, general and administrative expenses as a % of net revenue | 28.1 | % | 26.4 | % | 170 basis points | |||||||||||||||||||||
| Segmented income from operations as a % of net revenue | 36.8 | % | 35.2 | % | 160 basis points | |||||||||||||||||||||
The decrease in net revenue was primarily due to a decrease in comparable sales, which decreased 12%. The decrease in comparable sales was primarily a result of reduced traffic and lower conversion rates, as well as a decrease in average order value. The decrease in net revenue was partially offset by a $29.5 million increase from new or expanded company-operated stores and our other channels, including from sales to wholesale accounts and outlets. We have opened 16 net new company-operated stores in the Americas since the second quarter of 2025.
The increase in gross margin was primarily due to higher product margin driven by an increase of 830 basis points related to IEEPA tariff refunds, partially offset by higher other tariffs. The increase in gross margin was partially offset by higher occupancy, depreciation, and distribution center costs as a percentage of net revenue.
The decrease in selling, general and administrative expenses was primarily due to lower employee costs as well as lower variable costs.
China Mainland
| Second Quarter | ||||||||||||||||||||||||||
| 2026 | 2025 | Year over year change | ||||||||||||||||||||||||
| (In thousands) | (In thousands) | (Percentage) | ||||||||||||||||||||||||
| Net revenue | $ | 407,095 | $ | 392,898 | $ | 14,197 | 3.6 | % | ||||||||||||||||||
| Product costs | 89,073 | 92,219 | (3,146) | (3.4) | ||||||||||||||||||||||
| Other cost of sales | 56,326 | 51,139 | 5,187 | 10.1 | ||||||||||||||||||||||
| Gross profit | 261,696 | 249,540 | 12,156 | 4.9 | ||||||||||||||||||||||
| Selling, general and administrative expenses | 110,426 | 97,050 | 13,376 | 13.8 | ||||||||||||||||||||||
| Segmented income from operations | $ | 151,270 | $ | 152,490 | $ | (1,220) | (0.8) | % | ||||||||||||||||||
| Product margin | 78.1 | % | 76.5 | % | 160 basis points | |||||||||||||||||||||
Gross margin | 64.3 | % | 63.5 | % | 80 basis points | |||||||||||||||||||||
Selling, general and administrative expenses as a % of net revenue | 27.1 | % | 24.7 | % | 240 basis points | |||||||||||||||||||||
Segmented income from operations as a % of net revenue | 37.2 | % | 38.8 | % | (160) basis points | |||||||||||||||||||||
The increase in net revenue was primarily due to a $23.0 million increase in net revenue from new or expanded company-operated stores and our other channels. We have opened 15 net new company-operated stores in China Mainland since the second quarter of 2025. The increase in net revenue was partially offset by a decrease in comparable sales, which decreased 2%, or 8% on a constant dollar basis. The decrease in comparable sales was primarily a result of lower conversion rates, partially offset by higher traffic.
The increase in gross margin was primarily due to higher product margin driven by a favorable impact of foreign currency exchange rates, partially offset by higher depreciation and occupancy costs as a percentage of net revenue.
24
The increase in selling, general and administrative expenses was primarily due to higher marketing expenses as well as higher employee costs.
Rest of World
| Second Quarter | ||||||||||||||||||||||||||
| 2026 | 2025 | Year over year change | ||||||||||||||||||||||||
| (In thousands) | (In thousands) | (Percentage) | ||||||||||||||||||||||||
| Net revenue | $ | 391,764 | $ | 374,104 | $ | 17,660 | 4.7 | % | ||||||||||||||||||
| Product costs | 115,136 | 108,449 | 6,687 | 6.2 | ||||||||||||||||||||||
| Other cost of sales | 72,554 | 63,200 | 9,354 | 14.8 | ||||||||||||||||||||||
| Gross profit | 204,074 | 202,455 | 1,619 | 0.8 | ||||||||||||||||||||||
| Selling, general and administrative expenses | 129,101 | 121,212 | 7,889 | 6.5 | ||||||||||||||||||||||
| Segmented income from operations | $ | 74,973 | $ | 81,243 | $ | (6,270) | (7.7) | % | ||||||||||||||||||
| Product margin | 70.6 | % | 71.0 | % | (40) basis points | |||||||||||||||||||||
Gross margin | 52.1 | % | 54.1 | % | (200) basis points | |||||||||||||||||||||
Selling, general and administrative expenses as a % of net revenue | 33.0 | % | 32.4 | % | 60 basis points | |||||||||||||||||||||
Segmented income from operations as a % of net revenue | 19.1 | % | 21.7 | % | (260) basis points | |||||||||||||||||||||
The increase in net revenue was primarily due to a $30.2 million increase in net revenue from new or expanded company-operated stores and our other channels, including from outlets and an increased number of locations operated by third parties under license and supply arrangements. We have opened 10 net new company-operated stores in Rest of World since the second quarter of 2025. The increase in net revenue was partially offset by a decrease in comparable sales, which decreased 4%, or 3% on a constant dollar basis. The decrease in comparable sales was primarily a result of lower conversion rates as well as reduced store traffic, partially offset by higher e-commerce traffic and an increase in average order value.
The decrease in gross margin was primarily due to higher occupancy, depreciation, and distribution center costs as a percentage of net revenue, as well as lower product margin.
The increase in selling, general and administrative expenses was primarily due to higher employee costs.
Corporate
Corporate expenses increased $37.7 million to $367.0 million in the second quarter of 2026 compared to the second quarter of 2025. The net increase was primarily due to higher employee costs, professional fees, technology costs, and depreciation. Corporate expenses also increased due to a decrease in net foreign currency exchange and derivative gains of $1.2 million.
Other Income (Expense), Net
| Second Quarter | ||||||||||||||||||||||||||
| 2026 | 2025 | Year over year change | ||||||||||||||||||||||||
| (In thousands) | (In thousands) | (Percentage) | ||||||||||||||||||||||||
Other income (expense), net | $ | 13,698 | $ | 9,737 | $ | 3,961 | 40.7 | % | ||||||||||||||||||
The increase in other income (expense), net was primarily due to an increase in interest income driven by $4.1 million in interest associated with IEEPA tariff refunds.
25
Income Tax Expense
| Second Quarter | ||||||||||||||||||||||||||
| 2026 | 2025 | Year over year change | ||||||||||||||||||||||||
| (In thousands) | (In thousands) | (Percentage) | ||||||||||||||||||||||||
Income tax expense | $ | 138,128 | $ | 162,646 | $ | (24,518) | (15.1) | % | ||||||||||||||||||
Effective tax rate | 29.6 | % | 30.5 | % | (90) basis points | |||||||||||||||||||||
The decrease in the effective tax rate was primarily due to a decrease in non-deductible expenses in international jurisdictions, partially offset by adjustments upon the filing of income tax returns and lower research and development tax credits.
Net Income
| Second Quarter | ||||||||||||||||||||||||||
| 2026 | 2025 | Year over year change | ||||||||||||||||||||||||
| (In thousands) | (In thousands) | (Percentage) | ||||||||||||||||||||||||
Net income | $ | 329,223 | $ | 370,905 | $ | (41,682) | (11.2) | % | ||||||||||||||||||
The decrease in net income was primarily due to an increase in selling, general and administrative expenses of $54.7 million and a decrease in gross profit of $15.3 million, which included $134.5 million of IEEPA tariff refunds. The decrease in net income was partially offset by a decrease in income tax expense of $24.5 million and an increase in other income (expense), net of $4.0 million.
Year-to-Date Results of Operations: First Two Quarters Results
The following table summarizes key components of our results of operations for the periods indicated:
| First Two Quarters | ||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In thousands) | (Percentage of net revenue) | |||||||||||||||||||||||||
| Net revenue | $ | 4,887,234 | $ | 4,895,879 | 100.0 | % | 100.0 | % | ||||||||||||||||||
| Cost of goods sold | 2,086,538 | 2,035,551 | 42.7 | 41.6 | ||||||||||||||||||||||
| Gross profit | 2,800,696 | 2,860,328 | 57.3 | 58.4 | ||||||||||||||||||||||
| Selling, general and administrative expenses | 2,066,320 | 1,894,529 | 42.3 | 38.7 | ||||||||||||||||||||||
| Amortization of intangible assets | 3,777 | 3,360 | 0.1 | 0.1 | ||||||||||||||||||||||
| Income from operations | 730,599 | 962,439 | 14.9 | 19.7 | ||||||||||||||||||||||
| Other income (expense), net | 22,829 | 21,523 | 0.5 | 0.4 | ||||||||||||||||||||||
| Income before income tax expense | 753,428 | 983,962 | 15.4 | 20.1 | ||||||||||||||||||||||
| Income tax expense | 229,157 | 298,485 | 4.7 | 6.1 | ||||||||||||||||||||||
| Net income | $ | 524,271 | $ | 685,477 | 10.7 | % | 14.0 | % | ||||||||||||||||||
Net Revenue
| First Two Quarters | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | Year over year change | ||||||||||||||||||||||||||||||||||||||||
| (In thousands) | (Percentage of net revenue) | (In thousands) | (Percentage) | (Constant dollar change) | ||||||||||||||||||||||||||||||||||||||||
| Americas | $ | 3,237,982 | $ | 3,432,775 | 66.3 | % | 70.1 | % | $ | (194,793) | (6) | % | (6) | % | ||||||||||||||||||||||||||||||
| China Mainland | 885,490 | 760,999 | 18.1 | 15.5 | 124,491 | 16 | % | 10 | % | |||||||||||||||||||||||||||||||||||
| Rest of World | 763,762 | 702,105 | 15.6 | 14.3 | 61,657 | 9 | % | 7 | % | |||||||||||||||||||||||||||||||||||
| Net revenue | $ | 4,887,234 | $ | 4,895,879 | 100.0 | % | 100.0 | % | $ | (8,645) | — | % | (2) | % | ||||||||||||||||||||||||||||||
26
The decrease in net revenue was primarily due to decreased Americas net revenue, partially offset by increased China Mainland and Rest of World net revenue. Global comparable sales decreased 4%, or 6% on a constant dollar basis, primarily as a result of lower conversion rates as well as a decrease in average order value and reduced store traffic, partially offset by higher e-commerce traffic.
Gross Margin
| First Two Quarters | ||||||||||||||||||||||||||
| 2026 | 2025 | Year over year change | ||||||||||||||||||||||||
| (In thousands) | (In thousands) | (Percentage) | ||||||||||||||||||||||||
Gross profit | $ | 2,800,696 | $ | 2,860,328 | $ | (59,632) | (2.1) | % | ||||||||||||||||||
Gross margin | 57.3 | % | 58.4 | % | (110) basis points | |||||||||||||||||||||
The decrease in gross margin was primarily due to a net increase in other cost of sales as a percentage of net revenue of 190 basis points, comprised of:
•an increase in occupancy and depreciation costs of 160 basis points, driven by new and expanded company-operated stores, as well as increased penetration in China Mainland and Rest of World; and
•an increase in costs related to our distribution centers and product departments of 30 basis points.
The decrease in gross margin was partially offset by a net increase in product margin of 80 basis points, comprised of:
•an increase of 280 basis points related to IEEPA tariff refunds;
•a net decrease of 240 basis points primarily from higher tariffs as well as markdowns including credit card affiliate programs, partially offset by higher pricing and lower product costs; and
•a favorable impact of foreign currency exchange rates of 40 basis points.
Selling, General and Administrative Expenses
| First Two Quarters | ||||||||||||||||||||||||||
| 2026 | 2025 | Year over year change | ||||||||||||||||||||||||
| (In thousands) | (In thousands) | (Percentage) | ||||||||||||||||||||||||
Selling, general and administrative expenses | $ | 2,066,320 | $ | 1,894,529 | $ | 171,791 | 9.1 | % | ||||||||||||||||||
Selling, general and administrative expenses as a % of net revenue | 42.3 | % | 38.7 | % | 360 basis points | |||||||||||||||||||||
The increase in selling, general and administrative expenses was primarily due to:
•a net increase in head office costs of $109.0 million, comprised of:
–an increase in employee costs of $37.3 million primarily due to higher wage rates and the reversal of stock-based compensation recorded in the second quarter of 2025. The increase was partially offset by lower bonus expense due to business performance;
–an increase in brand and community expenses of $36.7 million;
–an increase in contractor, advisory, and professional services of $15.7 million, which includes costs associated with proxy contest matters of $24.8 million in the first two quarters of 2026, partially offset by lower other advisory and professional fees;
–an increase in technology costs, including cloud computing amortization, of $13.4 million;
–an increase in depreciation of $10.9 million; and
–a decrease in other head office costs of $5.0 million.
27
•an increase in costs related to our operating channels of $64.1 million, comprised of:
–an increase in employee costs of $36.2 million primarily due to increased salaries and wages expense for retail employees;
–an increase in variable costs of $10.1 million primarily due to increased distribution costs, partially offset by lower packaging costs;
–an increase in technology costs of $4.6 million;
–an increase in digital marketing expenses of $4.4 million; and
–an increase in other operating costs of $8.8 million primarily due to increased repairs and maintenance costs and occupancy costs.
The increase in selling, general and administrative expenses was partially offset by a decrease in net foreign currency exchange and derivative revaluation losses of $1.3 million.
Selling, general and administrative expenses as a percentage of net revenue increased 360 basis points due to an increase in head office costs of 230 basis points and an increase in costs related to our operating channels of 130 basis points.
Segment Results
On a segment basis, we determine income from operations without taking into account corporate expenses. Corporate expenses include the cost of centrally managed support functions including product design, raw material development, product innovation, sourcing, supply chain, and global merchandising which are included in other cost of sales. Administrative corporate expenses include technology, brand and marketing, finance, human resources, legal, and other head office costs.
Americas
| First Two Quarters | ||||||||||||||||||||||||||
| 2026 | 2025 | Year over year change | ||||||||||||||||||||||||
| (In thousands) | (In thousands) | (Percentage) | ||||||||||||||||||||||||
| Net revenue | $ | 3,237,982 | $ | 3,432,775 | $ | (194,793) | (5.7) | % | ||||||||||||||||||
| Product costs | 922,329 | 996,293 | (73,964) | (7.4) | ||||||||||||||||||||||
| Other cost of sales | 374,666 | 315,037 | 59,629 | 18.9 | ||||||||||||||||||||||
| Gross profit | 1,940,987 | 2,121,445 | (180,458) | (8.5) | ||||||||||||||||||||||
| Selling, general and administrative expenses | 938,094 | 912,720 | 25,374 | 2.8 | ||||||||||||||||||||||
| Segmented income from operations | $ | 1,002,893 | $ | 1,208,725 | $ | (205,832) | (17.0) | % | ||||||||||||||||||
Product margin | 71.5 | % | 71.0 | % | 50 basis points | |||||||||||||||||||||
Gross margin | 59.9 | % | 61.8 | % | (190) basis points | |||||||||||||||||||||
Selling, general and administrative expenses as a % of net revenue | 29.0 | % | 26.6 | % | 240 basis points | |||||||||||||||||||||
Segmented income from operations as a % of net revenue | 31.0 | % | 35.2 | % | (420) basis points | |||||||||||||||||||||
The decrease in net revenue was primarily due to a decrease in comparable sales, which decreased 8%, or 9% on a constant dollar basis. The decrease in comparable sales was primarily a result of lower conversion rates as well as reduced store traffic and a decrease in average order value, partially offset by higher e-commerce traffic. The decrease in net revenue was partially offset by a $45.3 million increase from new or expanded company-operated stores and our other channels, including from outlets and sales to wholesale accounts. We opened 16 net new company-operated stores in the Americas since the second quarter of 2025.
The decrease in gross margin was primarily due to higher occupancy, depreciation, and distribution center costs as a percentage of net revenue. The decrease in gross margin was partially offset by higher product margin driven by an increase of 420 basis points related to IEEPA tariff refunds, partially offset by higher other tariffs.
The increase in selling, general and administrative expenses was primarily due to higher marketing expenses as well as higher variable costs.
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China Mainland
| First Two Quarters | ||||||||||||||||||||||||||
| 2026 | 2025 | Year over year change | ||||||||||||||||||||||||
| (In thousands) | (In thousands) | (Percentage) | ||||||||||||||||||||||||
| Net revenue | $ | 885,490 | $ | 760,999 | $ | 124,491 | 16.4 | % | ||||||||||||||||||
| Product costs | 189,631 | 174,034 | 15,597 | 9.0 | ||||||||||||||||||||||
| Other cost of sales | 119,882 | 101,412 | 18,470 | 18.2 | ||||||||||||||||||||||
| Gross profit | 575,977 | 485,553 | 90,424 | 18.6 | ||||||||||||||||||||||
| Selling, general and administrative expenses | 221,638 | 179,428 | 42,210 | 23.5 | ||||||||||||||||||||||
| Segmented income from operations | $ | 354,339 | $ | 306,125 | $ | 48,214 | 15.7 | % | ||||||||||||||||||
| Product margin | 78.6 | % | 77.1 | % | 150 basis points | |||||||||||||||||||||
Gross margin | 65.0 | % | 63.8 | % | 120 basis points | |||||||||||||||||||||
Selling, general and administrative expenses as a % of net revenue | 25.0 | % | 23.6 | % | 140 basis points | |||||||||||||||||||||
Segmented income from operations as a % of net revenue | 40.0 | % | 40.2 | % | (20) basis points | |||||||||||||||||||||
The increase in net revenue was primarily due to a $68.2 million increase in net revenue from new or expanded company-operated stores and our other channels. We have opened 15 new company-operated stores in China Mainland since the second quarter of 2025. The increase in net revenue was also driven by an increase in comparable sales, which increased 8%, or 2% on a constant dollar basis. The increase in comparable sales was primarily a result of higher traffic, partially offset by lower conversion rates.
The increase in gross margin was primarily due to higher product margin driven by a favorable impact of foreign currency exchange rates, as well as lower distribution center costs as a percentage of net revenue, partially offset by higher depreciation and occupancy costs as a percentage of net revenue.
The increase in selling, general and administrative expenses was primarily due to higher employee costs as well as higher marketing expenses.
Rest of World
| First Two Quarters | ||||||||||||||||||||||||||
| 2026 | 2025 | Year over year change | ||||||||||||||||||||||||
| (In thousands) | (In thousands) | (Percentage) | ||||||||||||||||||||||||
| Net revenue | $ | 763,762 | $ | 702,105 | $ | 61,657 | 8.8 | % | ||||||||||||||||||
| Product costs | 215,464 | 198,713 | 16,751 | 8.4 | ||||||||||||||||||||||
| Other cost of sales | 144,563 | 121,671 | 22,892 | 18.8 | ||||||||||||||||||||||
| Gross profit | 403,735 | 381,721 | 22,014 | 5.8 | ||||||||||||||||||||||
| Selling, general and administrative expenses | 259,339 | 227,622 | 31,717 | 13.9 | ||||||||||||||||||||||
| Segmented income from operations | $ | 144,396 | $ | 154,099 | $ | (9,703) | (6.3) | % | ||||||||||||||||||
| Product margin | 71.8 | % | 71.7 | % | 10 basis points | |||||||||||||||||||||
Gross margin | 52.9 | % | 54.4 | % | (150) basis points | |||||||||||||||||||||
Selling, general and administrative expenses as a % of net revenue | 34.0 | % | 32.4 | % | 160 basis points | |||||||||||||||||||||
Segmented income from operations as a % of net revenue | 18.9 | % | 21.9 | % | (300) basis points | |||||||||||||||||||||
The increase in net revenue was primarily due to a $59.7 million increase in net revenue from new or expanded company-operated stores and our other channels, including from outlets and an increased number of locations operated by third parties under license and supply arrangements. We have opened 10 net new company-operated stores in Rest of World since the second quarter of 2025. Comparable sales were flat, or decreased 1% on a constant dollar basis, compared to the first two quarters of 2025. This was primarily a result of lower conversion rates, partially offset by higher e-commerce traffic and an increase in average order value.
The decrease in gross margin was primarily due to higher occupancy, depreciation, and distribution center costs as a percentage of net revenue.
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The increase in selling, general and administrative expenses was primarily due to higher employee costs as well as higher marketing expenses.
Corporate
Corporate expenses increased $64.5 million to $771.0 million in the first two quarters of 2026 compared to the first two quarters of 2025. The net increase was primarily due to higher employee costs, as well as higher technology costs and depreciation. The increase in corporate expenses was partially offset by a decrease in net foreign currency exchange and derivative losses of $1.3 million.
Other Income (Expense), Net
| First Two Quarters | ||||||||||||||||||||||||||
| 2026 | 2025 | Year over year change | ||||||||||||||||||||||||
| (In thousands) | (In thousands) | (Percentage) | ||||||||||||||||||||||||
Other income (expense), net | $ | 22,829 | $ | 21,523 | $ | 1,306 | 6.1 | % | ||||||||||||||||||
A net increase in interest income contributed to the increase in other income (expense), net. The net increase in interest income was primarily due to $4.1 million in interest associated with IEEPA tariff refunds, partially offset by lower average cash balances and lower interest rates.
Income Tax Expense
| First Two Quarters | ||||||||||||||||||||||||||
| 2026 | 2025 | Year over year change | ||||||||||||||||||||||||
| (In thousands) | (In thousands) | (Percentage) | ||||||||||||||||||||||||
Income tax expense | $ | 229,157 | $ | 298,485 | $ | (69,328) | (23.2) | % | ||||||||||||||||||
Effective tax rate | 30.4 | % | 30.3 | % | 10 basis points | |||||||||||||||||||||
The increase in the effective tax rate was primarily due to a decrease in tax benefits related to stock-based compensation, partially offset by a decrease in non-deductible expenses in international jurisdictions.
Net Income
| First Two Quarters | ||||||||||||||||||||||||||
| 2026 | 2025 | Year over year change | ||||||||||||||||||||||||
| (In thousands) | (In thousands) | (Percentage) | ||||||||||||||||||||||||
Net income | $ | 524,271 | $ | 685,477 | $ | (161,206) | (23.5) | % | ||||||||||||||||||
The decrease in net income was primarily due to an increase in selling, general and administrative expenses of $171.8 million and a decrease in gross profit of $59.6 million, which included $134.5 million of IEEPA tariff refunds. The decrease in net income was partially offset by a decrease in income tax expense of $69.3 million and an increase in other income (expense), net of $1.3 million.
Comparable Sales
We use comparable sales to evaluate the performance of our company-operated store and e-commerce businesses from an omni-channel perspective. It allows us to monitor the performance of our business without the impact of recently opened or expanded stores. We believe investors would similarly find these metrics useful in assessing the performance of our business. The comparable sales measures we report may not be equivalent to similarly titled measures reported by other companies.
Comparable sales includes comparable company-operated store and all e-commerce net revenue. E-commerce net revenue includes buy online pick up in store, back-back room, and ship from store net revenue in addition to our websites, other region-specific websites, third-party online marketplaces, and mobile apps. Our back-back room capability allows our store educators to access inventory located at our other locations and have product shipped directly to a guest's address or a store. Comparable company-operated stores have been open, or open after being significantly expanded, for at least 12 full fiscal months. Net revenue from a company-operated store is included in comparable sales beginning with the month for
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which the store has a full fiscal month of sales in the prior year. Comparable sales excludes sales from new stores that have not been open for at least 12 full fiscal months, from stores which have not been in their significantly expanded space for at least 12 full fiscal months, from stores which have been temporarily relocated for renovations or temporarily closed, and sales from company-operated stores that have closed. Comparable sales also excludes sales from our selling channels other than company-operated stores and e-commerce.
In fiscal years with 53 weeks, the 53rd week of net revenue is excluded from the calculation of comparable sales. In the year following a 53-week year, the prior year period is shifted by one week to compare similar calendar weeks.
Non-GAAP Financial Measures
We report certain financial metrics on a constant dollar basis, which is a non-GAAP financial measure.
A constant dollar basis assumes the average foreign currency exchange rates for the period remained constant with the average foreign currency exchange rates for the same period of the prior year. We use constant dollar metrics to facilitate comparison of underlying performance excluding the impact of changes in foreign currency exchange rates. Management uses these constant currency metrics internally when reviewing and assessing financial performance.
These non-GAAP financial measures are provided in addition to, and not a substitute for, the corresponding financial measures calculated in accordance with GAAP. A reconciliation of the non-GAAP financial measures follows, which includes more detail on the GAAP financial measure that is most directly comparable to each non-GAAP financial measure, and the related reconciliations between these financial measures. Our non-GAAP financial measures may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures reported by other companies.
Constant Dollar Changes
The below changes show the change compared to the corresponding period in the prior year.
Second Quarter 2026 | First Two Quarters 2026 | |||||||||||||||||||||||||||||||||||||
| Change | Foreign exchange changes | Change in constant dollars | Change | Foreign exchange changes | Change in constant dollars | |||||||||||||||||||||||||||||||||
| Net Revenue | ||||||||||||||||||||||||||||||||||||||
| Americas | (8) | % | — | % | (8) | % | (6) | % | — | % | (6) | % | ||||||||||||||||||||||||||
| China Mainland | 4 | (6) | (2) | 16 | (6) | 10 | ||||||||||||||||||||||||||||||||
| Rest of World | 5 | 1 | 6 | 9 | (2) | 7 | ||||||||||||||||||||||||||||||||
| Total net revenue | (4) | % | (1) | % | (5) | % | — | % | (2) | % | (2) | % | ||||||||||||||||||||||||||
Comparable sales(1) | ||||||||||||||||||||||||||||||||||||||
| Americas | (12) | % | — | % | (12) | % | (8) | % | (1) | % | (9) | % | ||||||||||||||||||||||||||
| China Mainland | (2) | (6) | (8) | 8 | (6) | 2 | ||||||||||||||||||||||||||||||||
| Rest of World | (4) | 1 | (3) | — | (1) | (1) | ||||||||||||||||||||||||||||||||
| Total comparable sales | (9) | % | (1) | % | (10) | % | (4) | % | (2) | % | (6) | % | ||||||||||||||||||||||||||
__________
(1)Comparable sales includes comparable company-operated store and e-commerce net revenue.
Seasonality
Our business is affected by the general seasonal trends common to the retail apparel industry. Net revenue is typically higher during our fourth fiscal quarter, reflecting our historical strength in sales during the holiday season in the Americas, while our operating expenses are generally more equally distributed throughout the year. As a result, a substantial portion of our operating profits are typically generated in the fourth quarter of our fiscal year. For example, we generated approximately 37% of our full year operating profit during the fourth quarter of 2025. Events predominantly impacting our international net revenue, such as those related to Lunar New Year and Singles Day, can fall in different fiscal quarters from year to year.
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Liquidity and Capital Resources
Our primary sources of liquidity are our current balances of cash and cash equivalents, cash flows from operations, and capacity under our committed revolving credit facility, including to fund short-term working capital requirements. Our primary cash needs are capital expenditures for opening new stores and remodeling or relocating existing stores, investing in our distribution centers, investing in technology and making system enhancements, funding working capital requirements, and making other strategic capital investments. We may also use cash to repurchase shares of our common stock. Cash and cash equivalents in excess of our needs are held in interest-bearing accounts with financial institutions, as well as in money market funds and term deposits.
The following table summarizes our net cash flows provided by and used in operating, investing, and financing activities for the periods indicated:
| First Two Quarters | ||||||||||||||||||||
| 2026 | 2025 | Year over year change | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Total cash provided by (used in): | ||||||||||||||||||||
| Operating activities | $ | 589,278 | $ | 209,722 | $ | 379,556 | ||||||||||||||
| Investing activities | (281,802) | (319,960) | 38,158 | |||||||||||||||||
| Financing activities | (712,225) | (744,823) | 32,598 | |||||||||||||||||
| Effect of foreign currency exchange rate changes on cash and cash equivalents | (12,716) | 26,519 | (39,235) | |||||||||||||||||
| Decrease in cash and cash equivalents | $ | (417,465) | $ | (828,542) | $ | 411,077 | ||||||||||||||
Operating Activities
Net income decreased $161.2 million. The increase in cash provided by operating activities was primarily due to an increase in cash flows from changes in operating assets and liabilities of $464.7 million, driven by changes in inventories and the timing of income tax payments, as well as changes in accrued liabilities and accounts receivable, partially offset by the timing of accounts payable and changes in other current assets. The increase in cash provided by operating activities was also a result of increased depreciation and stock-based compensation expense.
Investing Activities
The decrease in cash used in investing activities was primarily due to decreased capital expenditures, partially offset by the settlement of net investment hedges. The decrease in capital expenditures was primarily due to decreased investment in supply chain infrastructure and e-commerce related technology system capital expenditures, partially offset by an increase in capital expenditures for opening, remodeling, and relocating company-operated stores, primarily in the Americas and EMEA.
Financing Activities
The decrease in cash used in financing activities was primarily due to a decrease in cash paid for our stock repurchases as well as a decrease in taxes paid related to the net share settlement of stock-based compensation. During the first two quarters of 2026, we repurchased 4.9 million shares at a total cost including commissions and excise taxes of $695.1 million. During the first two quarters of 2025, we repurchased 2.5 million shares at a total cost including commissions and excise taxes of $715.7 million. The common stock was repurchased in the open market at prevailing market prices, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, with the timing and actual number of shares repurchased depending upon market conditions, eligibility to trade, and other factors.
Liquidity Outlook
We believe our cash and cash equivalent balances, cash generated from operations, and borrowings available to us under our committed revolving credit facility will be adequate to meet our liquidity needs and capital expenditure requirements for at least the next 12 months. Our ability to access borrowings under the credit facility depends on our ongoing compliance with the covenants in the credit agreement, and a failure to maintain such compliance could adversely affect our liquidity. Our cash from operations may be negatively impacted by a decrease in demand for our products as well as the other factors described in "Item 1A. Risk Factors". In addition, we may make discretionary capital improvements with respect to our stores, distribution facilities, headquarters, or systems, or we may repurchase shares under an approved stock repurchase program, which we would expect to fund through the use of cash, issuance of debt or equity securities or other
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external financing sources to the extent we were unable to fund such expenditures out of our cash and cash equivalents and cash generated from operations.
The following table includes certain measures of our liquidity:
| August 2, 2026 | ||||||||
| (In thousands) | ||||||||
| Cash and cash equivalents | $ | 1,389,737 | ||||||
Working capital excluding cash and cash equivalents(1) | 754,199 | |||||||
| Capacity under committed revolving credit facility | 593,727 | |||||||
(1)Working capital excluding cash and cash equivalents is calculated as current assets of $3.9 billion less cash and cash equivalents of $1.4 billion and current liabilities of $1.8 billion.
We enter into standby letters of credit and guarantee to secure certain of our obligations, including leases, taxes, and duties. As of August 2, 2026, letters of credit and guarantee totaling $20.2 million had been issued, including $6.3 million under our committed revolving credit facility.
Our existing Americas credit facility provides for $600.0 million in commitments under an unsecured five-year revolving credit facility. The credit facility has a maturity date of October 15, 2030. As of August 2, 2026, no borrowings were outstanding under this facility other than letters of credit and guarantee of $6.3 million. Further information regarding our credit facilities and associated covenants is outlined in Note 4. Revolving Credit Facilities included in Item 1 of Part I of this report.
The timing and cost of our inventory purchases will vary depending on a variety of factors such as revenue growth, assortment and purchasing decisions, product costs including freight and duty, and the availability of production capacity and speed. Our inventory balance as of August 2, 2026 was $1.7 billion, a decrease of 1% from August 3, 2025.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions. Predicting future events is inherently an imprecise activity and, as such, requires the use of significant judgment. Actual results may vary from our estimates in amounts that may be material to the financial statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our consolidated financial statements. Management has reviewed these critical accounting policies and estimates and discussed them with the audit committee.
Our critical accounting policies, estimates, and judgments are discussed within "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2025 Annual Report on Form 10-K filed with the SEC on March 17, 2026.
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Operating Locations
Our company-operated stores by market as of August 2, 2026 and February 1, 2026 are summarized in the table below.
| Number of company-operated stores by market | August 2, 2026 | February 1, 2026 | ||||||||||||
| United States | 380 | 379 | ||||||||||||
| Canada | 74 | 71 | ||||||||||||
| Mexico | 29 | 26 | ||||||||||||
| Americas | 483 | 476 | ||||||||||||
| China Mainland | 174 | 172 | ||||||||||||
| Australia | 33 | 34 | ||||||||||||
| South Korea | 23 | 22 | ||||||||||||
| Hong Kong SAR | 11 | 11 | ||||||||||||
| Japan | 10 | 10 | ||||||||||||
| Singapore | 9 | 9 | ||||||||||||
| New Zealand | 8 | 8 | ||||||||||||
| Taiwan | 8 | 7 | ||||||||||||
| Thailand | 7 | 5 | ||||||||||||
| Malaysia | 5 | 5 | ||||||||||||
| Macau SAR | 3 | 3 | ||||||||||||
| APAC | 117 | 114 | ||||||||||||
| United Kingdom | 22 | 20 | ||||||||||||
| Germany | 9 | 9 | ||||||||||||
| France | 6 | 6 | ||||||||||||
| Ireland | 4 | 4 | ||||||||||||
| Spain | 3 | 3 | ||||||||||||
| Netherlands | 2 | 2 | ||||||||||||
| Sweden | 2 | 2 | ||||||||||||
| Italy | 1 | 1 | ||||||||||||
| Norway | 1 | 1 | ||||||||||||
| Switzerland | 1 | 1 | ||||||||||||
| EMEA | 51 | 49 | ||||||||||||
| Rest of World | 168 | 163 | ||||||||||||
| Total company-operated stores | 825 | 811 | ||||||||||||
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Retail locations operated by third parties by market as of August 2, 2026 and February 1, 2026 are summarized in the table below.
| Number of retail locations operated by third parties by market | August 2, 2026 | February 1, 2026 | ||||||||||||
| United Arab Emirates | 13 | 13 | ||||||||||||
| Israel | 8 | 8 | ||||||||||||
| Saudi Arabia | 8 | 9 | ||||||||||||
| Turkey | 7 | 3 | ||||||||||||
| Kuwait | 4 | 4 | ||||||||||||
| Qatar | 4 | 4 | ||||||||||||
| Belgium | 2 | 2 | ||||||||||||
| Greece | 2 | — | ||||||||||||
| Bahrain | 1 | 1 | ||||||||||||
| Denmark | 1 | 1 | ||||||||||||
| Hungary | 1 | — | ||||||||||||
| Poland | 1 | — | ||||||||||||
| Romania | 1 | — | ||||||||||||
| Total locations operated by third parties under license and supply arrangements | 53 | 45 | ||||||||||||
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Exchange Risk
Translation Risk. The functional currency of our international subsidiaries is generally the applicable local currency. Our consolidated financial statements are presented in U.S. dollars. Therefore, the net revenue, expenses, assets, and liabilities of our international subsidiaries are translated from their functional currencies into U.S. dollars. Fluctuations in the value of the U.S. dollar affect the reported amounts of net revenue, expenses, assets, and liabilities. As a result of the fluctuation in exchange rates compared to the U.S. dollar, our revenue was $69.6 million higher in the first two quarters of 2026 in comparison to the first two quarters of 2025.
Foreign currency exchange differences which arise on translation of our international subsidiaries' balance sheets into U.S. dollars are recorded as other comprehensive income (loss), net of tax in accumulated other comprehensive income (loss) within stockholders' equity. A significant portion of our net assets are held by our Canadian dollar subsidiary. We enter into forward currency contracts in order to hedge a portion of the foreign currency exposure associated with the translation of our net investment in our Canadian subsidiary. During the first two quarters of 2026, the impact to other comprehensive loss of translation of our Canadian subsidiaries was an increase in the loss of $47.3 million, inclusive of net investment hedge gains.
Transaction Risk. We also have exposure to changes in foreign currency exchange rates associated with transactions which are undertaken by our subsidiaries in currencies other than their functional currency. Such transactions include intercompany transactions and inventory purchases denominated in currencies other than the functional currency of the purchasing entity. We also hold cash and cash equivalents and other monetary assets in currencies that are different to the functional currency of our subsidiaries. As of August 2, 2026, we had certain forward currency contracts outstanding in order to economically hedge the foreign currency revaluation gains and losses recognized by our foreign subsidiaries, including our Canadian and Chinese subsidiaries, on their monetary assets and liabilities denominated in currencies other than their functional currency.
We perform a sensitivity analysis to determine the market risk exposure associated with the fair values of our forward currency contracts. The net fair value of outstanding derivatives as of August 2, 2026 was a liability of $2.2 million. As of August 2, 2026, a 10% depreciation in the U.S. dollar against the hedged currencies would have resulted in the net fair value of outstanding derivatives depreciating by $33.6 million. The hypothetical change in the fair value of the forward currency contracts would have been substantially offset by a corresponding but directionally opposite change in the underlying hedged items.
The net fair value of our outstanding forward currency contracts increased as of August 2, 2026 compared to February 1, 2026 primarily due to foreign currency exchange rate movement on the derivative financial instruments.
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In the future, in an effort to reduce foreign currency exchange risks, we may enter into further derivative financial instruments including hedging additional currency pairs. We do not, and do not intend to, engage in the practice of trading derivative securities for profit.
Please refer to Note 8. Derivative Financial Instruments included in Item 1 of Part I of this report for further details on the nature of our financial instruments.
Interest Rate Risk
Our committed revolving credit facility provides us with available borrowings in an amount up to $600.0 million. Because our revolving credit facilities bear interest at a variable rate, we will be exposed to market risks relating to changes in interest rates if we have a meaningful outstanding balance. As of August 2, 2026, there were no borrowings outstanding under this facility other than letters of credit and guarantee of $6.3 million. We currently do not engage in any interest rate hedging activity and currently have no intention to do so. However, in the future, if we have a meaningful outstanding balance under our revolving facility, in an effort to mitigate losses associated with these risks, we may at times enter into derivative financial instruments, although we have not historically done so. These may take the form of forward contracts, option contracts, or interest rate swaps. We do not, and do not intend to, engage in the practice of trading derivative securities for profit.
Our cash and cash equivalent balances are held in the form of cash on hand, bank balances, and short-term deposits with original maturities of three months or less, and in money market funds. As of August 2, 2026, we held cash and cash equivalents of $1.4 billion. Interest generated on cash balances is subject to variability as interest rates increase or decrease.
Credit Risk
We have cash on deposit with various large, reputable financial institutions and have invested in AAA-rated money market funds. The amount of cash and cash equivalents held with certain financial institutions exceeds government-insured limits. We are also exposed to credit-related losses in the event of nonperformance by the financial institutions that are counterparties to our forward currency contracts. The credit risk amount is our unrealized gains on our derivative instruments, based on foreign currency rates at the time of nonperformance. We seek to minimize our credit risk by entering into transactions with investment-grade, creditworthy, and reputable financial institutions, by monitoring their credit standing, and by limiting exposure to any one counterparty. We have not experienced material losses related to these items, and based on information available, we do not believe credit risk exposure is significant.
Inflation
Inflationary pressures, including higher product, transportation, labor and raw material costs, may adversely affect our operating results if we are unable to offset them through pricing or operating efficiencies. Inflation could also reduce consumer discretionary spending and negatively impact the demand for our products.
ITEM 4. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer, to allow timely decisions to be made regarding required disclosure. We have established a Disclosure Committee, consisting of certain members of management, to assist in this evaluation. The Disclosure Committee meets on a quarterly basis, and as needed.
Our management, including our principal executive officer and principal financial and accounting officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of August 2, 2026. Based on that evaluation, our principal executive officer and principal financial and accounting officer concluded that, as of August 2, 2026, our disclosure controls and procedures were effective.
There were no changes in our internal control over financial reporting during the quarter ended August 2, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In addition to the legal matters described in Note 12. Legal Proceedings and Other Contingencies included in Item 1 of Part I of this report and in our 2025 Annual Report on Form 10-K, we are, from time to time, involved in routine legal matters incidental to the conduct of our business, including legal matters such as initiation and defense of proceedings to protect intellectual property rights, employment claims, product liability claims, personal injury claims, and similar matters. We believe the ultimate resolution of any such current proceeding is not reasonably likely to have a material adverse effect on our financial position, results of operations or cash flows.
ITEM 1A. RISK FACTORS
In addition to the other information contained in this Form 10-Q and in our 2025 Annual Report on Form 10-K, the following risk factors should be considered in evaluating our business. Our business, financial condition, or results of operations could be materially adversely affected as a result of any of the progression, resultant effects, or outcome of these risks.
Risks related to our business and industry
Our success depends on our ability to maintain our brand value and reputation.
The lululemon name is integral to our business and our expansion strategies. Maintaining, promoting, and positioning our brand will depend largely on the success of our marketing and merchandising efforts and our ability to provide a consistent, high-quality product, and guest experience. Our brand positioning, products, and marketing efforts may not be considered distinct, culturally relevant or appropriate, or desirable to guests, employees, and other stakeholders.
Our brand and reputation could be adversely affected by negative publicity, if we fail to deliver innovative and high-quality products acceptable to our guests, or if we face or mishandle a marketing event or product recall, which could be amplified by social media. Our reputation could also be impacted by adverse publicity, whether or not valid, regarding allegations that we, or persons currently or previously associated with us, have violated laws or regulations, including but not limited to those related to safety, employment, discrimination, harassment, whistle-blowing, privacy, corporate citizenship, improper business practices, or cybersecurity. Certain activities on the part of stakeholders, including nongovernmental organizations and governmental institutions, could cause reputational damage, distract senior management, and disrupt our business. Additionally, while we devote considerable effort and resources to protecting our intellectual property, if these efforts are not successful the value of our brand may be harmed. Any harm to our brand and reputation could have a material adverse effect on our financial condition.
We operate in a highly competitive market and our competitors may compete more effectively than we can, resulting in a loss of our market share and a decrease in our net revenue and profitability.
The market for our products is highly competitive. Competition may result in pricing pressures, reduced profit margins or lost market share, or a failure to grow or maintain our market share, any of which could substantially harm our business and results of operations. We compete directly against global as well as regional and country-specific wholesalers and direct retailers of athletic apparel, including large, diversified apparel companies with substantial market share, and established companies expanding their production and marketing of technical athletic apparel, as well as against smaller retailers and those specifically focused on women's athletic apparel. We also face competition from wholesalers and direct retailers of traditional commodity athletic apparel, such as cotton T-shirts and sweatshirts. Many of our competitors are large apparel and sporting goods companies with strong worldwide brand recognition. Because of the fragmented nature of the industry, we also compete with other apparel sellers, including those specializing in yoga apparel and other activewear. Our competitors may be able to achieve and maintain brand awareness and market share more quickly and effectively than we can.
We may fail to acknowledge or react appropriately to the entry or growth of a viable competitor or disruptive force, and could struggle to continue to innovate, differentiate, and sustain the value of our brand. Our brand presence and visibility in certain markets may encourage some guests to try or migrate to emerging competitors.
In addition, because we hold limited patents and exclusive intellectual property rights in the technology, fabrics or processes underlying our products, our current and future competitors are able to manufacture and sell products with performance characteristics, fabrication techniques, and styling similar to ours. Even when these products infringe our
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intellectual property rights, we may not be able to identify all infringing parties, enforce our rights effectively, or obtain timely and meaningful relief. If "dupe" or imitation products proliferate, whether through traditional retail channels or social media-driven trends, and lead consumers to perceive less differentiation between our products and lower-priced alternatives, our ability to maintain our brand premium, drive net revenue growth, and sustain our profitability could be adversely affected.
If we are unable to anticipate consumer preferences and successfully develop and introduce new, innovative, and differentiated products, we may not be able to maintain or increase our sales and profitability.
Our success depends on our ability to identify and originate product trends as well as to anticipate and react to changing consumer preferences on a timely basis and effectively. Our products are subject to changing consumer preferences that cannot be anticipated with certainty. If we are unable to introduce new products or technologies on a timely basis, or if our new offerings are not accepted by guests, competitors may introduce similar products more quickly, which could undermine our goal to be viewed as a leader in technical athletic apparel innovation. Our new products may not meet consumer needs and consumer preferences could shift rapidly to different types of athletic apparel or away from the types of products we make altogether, and our future success depends in part on our ability to anticipate and respond to these changes. Our failure to anticipate and respond effectively to changing consumer preferences could lead to, among other things, lower sales, lower margins, and excess inventory levels. We may not have or successfully leverage relevant data to effectively understand and react to consumer preferences and expectations. Even if we are successful in anticipating consumer preferences, our ability to adequately react to and address those preferences will in part depend upon our continued ability to develop and introduce innovative, high-quality products. Our failure to effectively introduce new products that are accepted by consumers could result in a decrease in net revenue and excess inventory levels, which could have a material adverse effect on our financial condition.
If any of our products have manufacturing or design defects or are otherwise unacceptable to us or our guests, our business could be harmed.
We have occasionally received, and may in the future receive, product shipments that fail to comply with our specifications or conform to our quality standards. We have also received, and may in the future receive, products that are otherwise unacceptable to us or our guests, including if they fail to meet quality, performance, and fit expectations. Under these circumstances, unless we are able to obtain replacement products in a timely manner, we risk the loss of net revenue resulting from the inability to sell those products and related increased administrative and shipping costs. Additionally, if the unacceptability of our products is not discovered until after such products are sold, our guests could lose confidence in our products, we could face a product recall, we could have regulatory exposure, and our results of operations could suffer and our business, reputation, and brand could be harmed.
The hardware previously sold by our lululemon Studio subsidiary, as well as services currently offered, can be affected by design and manufacturing defects. Sophisticated operating system software and applications, such as those offered by lululemon Studio, often have issues that can unexpectedly interfere with the intended operation of hardware or software products. Defects may also exist in components and products that we source from third parties. Any defects could make our products unsafe and create a risk of property damage or personal injury. The occurrence of real or perceived defects in any of our products, now or in the future, could result in negative publicity, regulatory investigations, or lawsuits filed against us.
Our sales and profitability may decline as a result of increasing costs and decreasing selling prices.
Our business is subject to pressure on costs and pricing caused by many factors, including tariffs, intense competition, constrained sourcing capacity, inflationary pressure, the availability of qualified labor and wage inflation, pricing pressure from consumers, and changes in consumer demand. These and other factors have, and may in the future, cause us to experience increased costs, reduce our selling prices or experience reduced sales in response to increased prices, any of which could cause our operating margin to decline if we are unable to offset these factors with reductions in operating costs and could have a material adverse effect on our financial condition, operating results, and cash flows. Unionization efforts or other employee organizing activities could lead to higher people costs or reduce our flexibility to manage our employees which may negatively disrupt our operations.
Our results of operations could be materially harmed if we are unable to accurately forecast guest demand for our products.
To ensure adequate inventory supply, we forecast inventory needs and place orders with our manufacturers based on estimates of future demand. Our ability to forecast demand for our products could be affected by many factors, including an increase or decrease in demand for our or our competitors' products, our failure to accurately forecast guest acceptance of new products, product introductions by competitors, unanticipated changes in market conditions (for example, because of global economic conditions such as inflation, an economic downturn, or local and international shipping delays and labor
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shortages), and weakening of economic conditions or consumer confidence in future economic conditions (for example, because of inflationary pressures, or because of sanctions, restrictions, and other responses related to geopolitical events). If we fail to accurately forecast guest demand, we may experience excess inventory levels or a shortage of products available for sale.
Inventory levels in excess of demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would cause our gross margin to suffer and could impair the strength and exclusivity of our brand. Conversely, if we underestimate demand, our manufacturers may not be able to deliver products to meet our requirements, and this could result in damage to our reputation and guest relationships.
Our limited operating experience and limited brand recognition in new international markets and new product categories may limit our expansion and cause our business and growth to suffer.
Our future growth depends in part on our expansion efforts outside of the Americas. We have limited experience with regulatory environments and market practices internationally, and we may not be able to penetrate or successfully operate in any new market. In connection with our expansion efforts, we have encountered, and may continue to encounter obstacles we did not face in the Americas, including cultural and linguistic differences, local customs and sensitivities, differences in regulatory environments, labor practices and market practices, difficulties in keeping abreast of market, business and technical developments, and international guests' tastes and preferences. We may also encounter difficulty expanding into new international markets because of limited brand recognition leading to delayed acceptance of our technical athletic apparel by guests in these new international markets. Our failure to develop our business in new international markets or disappointing growth outside of existing markets could harm our business and results of operations.
In addition, our growth depends in part on our ability to expand product categories and introduce new product lines. We may not be able to successfully manage integration of new product categories or the new product lines with our existing products. Successfully selling new product categories and lines will require developing and testing different strategies. We may be unsuccessful in entering new product categories and developing or launching new product lines, which requires management of new suppliers, potential new customers, and new business models. We may not have the experience of selling in these new product categories and we may not be able to grow as planned. For example, we acquired MIRROR in 2020, which was rebranded as lululemon Studio, and in 2023, we discontinued selling its hardware and offering its digital app-only subscription. If we are unable to effectively and successfully further develop current and future new product categories and lines, we may not be able to increase or maintain our sales and our operating margins may be adversely affected. This may also divert the attention of management and cause additional expenses.
We may, from time to time, evaluate and pursue other strategic investments or acquisitions. These involve various inherent risks and the benefits sought may not be realized.
Our future success is dependent on the service of our senior management and our ability to maintain our culture and to attract, manage, and retain highly qualified individuals.
The performance of our senior management team and other key employees and contractors may not meet our needs and expectations. Also, the loss of services of any of these key individuals, or any negative public perception with respect to these individuals, may be disruptive to, or cause uncertainty in, our business and could have a negative impact on our ability to manage and grow our business effectively. Such disruption could have a material adverse impact on our financial performance, financial condition, and the market price of our stock.
If we are unable to successfully maintain and evolve our unique culture, offer competitive compensation and benefits, and a desirable work model, we may be unable to attract and retain qualified individuals to support our business and growth. Our work model may not meet the needs and expectations of our employees and may not be perceived as favorable compared to other companies. We also face risks related to employee engagement and productivity which could result in increased headcount and labor costs.
Our former Chief Executive Officer "CEO" stepped down effective January 31, 2026, and we appointed interim co-CEOs to lead during the transition period. On April 21, 2026, we entered into an employment agreement to appoint Heidi O’Neill as CEO effective September 8, 2026. In addition, we have had other recent changes at the senior executive level. These changes may create uncertainty and divert management’s attention and resources. Our CEO transition may not align with expectations of employees, vendor partners, or other external stakeholders, and could negatively affect our operations, strategic initiatives, employee engagement, and retention. These changes may also lead to negative public perception, including among consumers and our brand community. Any resulting disruption could have a material adverse impact on our business, financial performance, or the market price of our stock.
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We may not be able to effectively manage our growth and the increased complexity of our business and as a result our brand image and financial performance may suffer.
We may be unable to achieve our growth objectives if we do not have the right level of efficiency and scalability in our processes and operations. We may experience difficulties in obtaining sufficient raw materials and manufacturing capacity, as well as delays in production and shipments, as our products are subject to risks associated with overseas sourcing and manufacturing. We could be required to continue to expand our sales and marketing, product development and distribution functions, to upgrade our information systems and other processes and technology, and to obtain more space for our expanding workforce. Expansion could increase the strain on our resources, and we could experience operating difficulties, including in hiring, training, and managing an increasing number of employees. These difficulties could result in the erosion of our brand image and a material adverse effect on our financial condition.
Changes in consumer shopping preferences, and shifts in distribution channels could materially impact our results of operations.
We operate an omni-channel retail model and aim to efficiently and effectively serve our guests in the ways most convenient to them. We operate a combination of physical retail locations and e-commerce services via our websites, other region-specific websites, third-party online marketplaces, and mobile apps. The rapid rise of artificial intelligence ("AI")‑enabled shopping tools may reduce our control over consumer decision‑making and brand loyalty, as third‑party AI platforms increasingly influence product discovery and purchases on behalf of customers. Our physical retail locations remain a key part of our growth strategy and we view them as a valuable tool in helping us build our brand and product line as well as enabling our omni-channel capabilities. We plan to continue to expand square footage and open new company-operated stores to support our growth objectives. The diversion of sales from our company-operated stores could adversely impact our return on investment and could lead to impairment charges and store closures, including incurring lease exit costs. We could have difficulty in recreating the in-store experience through direct channels. Our failure to successfully integrate our digital and physical channels and respond to these risks might adversely impact our business and results of operations, as well as damage our reputation and brand. In addition, our channels have different operating margins and shifts to diversified distribution channels could negatively impact our overall operating margins and results of operations.
We are subject to risks associated with leasing retail and distribution space subject to long-term and non-cancelable leases.
We lease the majority of our stores and many of our distribution centers, and our inability to secure appropriate real estate or lease terms could impact our operations or ability to deliver our products to the market. Our leases generally have initial terms of between two and 15 years, and generally can be extended in increments between two and five years, if at all. We generally cannot cancel these leases at our option. If an existing or new store is not profitable, and we decide to close it, as we have done in the past and may do in the future, we may nonetheless remain obligated under the applicable lease including, among other things, paying the base rent for the balance of the lease term. Similarly, we may be committed to perform our obligations even if current locations of our stores become unattractive as demographic patterns change. In addition, as our leases expire, we may fail to negotiate renewals, either on commercially acceptable terms or at all, which could require us to close stores in desirable locations.
Our business is affected by seasonality, which could result in fluctuations in our operating results.
Our business is affected by the seasonal trends common to the retail apparel industry. Our annual net revenue is typically weighted more heavily toward our fourth fiscal quarter, reflecting sales during the holiday season in the Americas, while our operating expenses are more equally distributed throughout the year. Events predominantly impacting our international net revenue, such as those related to Lunar New Year and Singles Day, can fall in different fiscal quarters from year to year. Seasonality, along with other factors that are beyond our control such as weather conditions and the effects of climate change, could adversely affect our business and cause our results of operations to fluctuate.
Risks related to global economic, political, and regulatory conditions
Changes to U.S. tariff and customs policy, including the elimination of the de minimis exemption, have and may further materially increase product costs and negatively affect margins.
During 2025, the United States implemented a series of trade related policies, including removing the de minimis exemption for low-value shipments imported into the United States, and implementing higher tariffs under different statutes, including under the IEEPA. These changes in the tariff landscape, including the de minimis exemption removal, had a significant adverse effect on our business and results of operations in 2025, which continues in 2026.
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On February 20, 2026, the U.S. Supreme Court invalidated tariffs imposed under the IEEPA. The U.S. Administration has initiated new tariffs at different rates under alternative legislative powers. The U.S. Administration also confirmed that the IEEPA decision does not impact the removal of the de minimis exemption, and this was upheld by the U.S. Court of International Trade on August 13, 2026. We paid $230 million of tariffs under the IEEPA and have submitted refund claims for eligible IEEPA tariffs paid, including associated interest. During the second quarter of 2026, we received $134.5 million of IEEPA tariff refunds; however, the ultimate additional amounts that we may be refunded, if any, remain uncertain. Additionally, our U.S. operating entity was named as a defendant in purported consumer class actions relating to alleged tariff-related pricing actions and potential governmental tariff reimbursements.
There has been significant volatility in U.S. tariff and customs policy recently, with frequent changes in rates, sudden elimination or reinstatement of exemptions, shifts in implementation dates, and reversals of prior actions. In addition, there is uncertainty around how tariff rules will be applied to goods routed through third countries (transshipment) and potential changes to the valuation methodology used to calculate duty, including the first sale declaration program in the United States. We utilize the first sale declaration program in the United States and the amount of duties we pay to import merchandise could increase if the program is eliminated, eligibility requirements are changed, or our ability to benefit from the program is limited. Changes in tariff and customs policy and legislation could affect the level of duties imposed and our overall product costs. This volatility makes it more difficult to forecast costs, plan our global supply chain, and provide reliable financial guidance. Policy changes often require rapid operational adjustments that can increase costs and reduce efficiency. Announcements of tariff and customs policy changes, as well as our disclosures of their potential impacts, have at times contributed to fluctuations in our stock price. We expect such volatility and uncertainty to continue, posing ongoing challenges to our operations, financial planning, and investor communications.
Macroeconomic volatility, inflationary pressures, and shifts in consumer sentiment may reduce demand for our products.
Our performance depends on consumers’ willingness and ability to purchase discretionary products. That willingness can be affected by general economic conditions and uncertainty regarding the overall future environment, tariffs, inflation, changes in interest rates, foreign exchange fluctuations, energy and fuel costs, employment levels, consumer debt, housing market trends, commodity price volatility, and tax policy changes. Geopolitical instability, public health crises, and other macroeconomic events can also weaken consumer confidence. In 2025, we experienced lower store traffic in the Americas, partially reflective of inflationary pressures and economic uncertainty weighing on discretionary spending. Prolonged or worsening macroeconomic volatility could reduce demand, impair our ability to achieve growth targets, and materially impact our net revenue, margins, and cash flows.
Global political and economic instability, including geopolitical conflicts and political polarization, could disrupt our operations and increase costs.
We operate and source products across multiple international markets, and our ability to manage a global supply chain depends on stable economic and political conditions. Global instability, trade disputes, changes in customs treatment including de minimis thresholds, alterations in duty or tariff levels, sanctions, embargoes, or other governmental actions may increase costs, lengthen lead times, or require us to adjust sourcing or distribution strategies. Legislation such as the Uyghur Forced Labor Prevention Act, and similar measures in other jurisdictions, increases compliance obligations, supply chain due diligence requirements, and the risk of shipment delays or detentions. If additional trade restrictions or compliance requirements are enacted, or enforcement becomes more stringent, our sourcing, importation, and delivery capabilities could be materially affected, resulting in increased costs and operational disruptions. In addition, heightened geopolitical tensions, including conflicts in the Middle East and potential conflicts involving Taiwan or other regions where our suppliers are concentrated, could disrupt our supply of raw materials and finished goods. A significant portion of our technical fabrics originates from Taiwan, and any military conflict, trade embargo, or disruption affecting that region could materially impact our ability to source materials and fulfill customer orders. Political polarization in the United States has also led to increased consumer activism, brand boycotts, and public pressure campaigns targeting companies based on their perceived political or social positions. Whether or not we take public positions on social or political issues, we could face reputational harm, reduced consumer demand, or employee relations challenges if we are perceived as aligned or misaligned with particular viewpoints. These dynamics could adversely affect our brand, guest relationships, and results of operations.
Trade restrictions, tariffs, and customs changes could disrupt our supply chain and compress margins.
Our business depends on the efficient, predictable, and cost-effective movement of goods across borders. Governments may impose new tariffs, duties, quotas, customs regulations, or other trade restrictions, or modify the application of existing measures, including reductions in de minimis thresholds, new compliance requirements, or changes in enforcement priorities. These developments can increase product costs, delay shipments, disrupt sourcing, or require changes to our supply chain. If we are unable to offset these impacts through pricing, sourcing adjustments, or other measures, our margins, operational
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efficiency, and customer satisfaction could be adversely affected. Any price increases intended to offset these added costs could reduce consumer demand, negatively impact net revenue, and expose us to consumer claims, regulatory scrutiny, or litigation. Trade policy volatility, including frequent changes in rates, sudden elimination or reinstatement of exemptions, shifts in implementation dates, and uncertainty around transshipment rules, makes it more difficult to forecast costs, plan our global supply chain, and provide reliable financial guidance.
Our failure to comply with trade and other regulations could lead to investigations or actions by government regulators and negative publicity.
The labeling, distribution, importation, marketing, and sale of our products, as well as components of our products, including chemicals, are subject to regulation by various regulatory bodies. These include federal agencies such as the Federal Trade Commission, Consumer Product Safety Commission and state attorneys general in the United States, the Competition Bureau and Health Canada in Canada, the State Administration for Market Regulation of the People's Republic of China ("PRC")(1), General Administration of Customs of the PRC, as well as other federal, state, provincial, local, and international regulatory authorities in the countries in which our products are distributed or sold. Our ability to track and respond to regulations may not be sufficient to meet the increased number and complexity of regulations we are subject to globally. If we fail to comply with any of these regulations, we could become subject to enforcement actions or the imposition of significant penalties or claims, which could harm our results of operations or our ability to conduct our business. In addition, any audits and inspections by governmental agencies related to these matters could negatively impact our brand regardless of the outcome, and could result in significant settlement amounts, damages, fines, or other penalties, divert financial and management resources, and result in significant legal fees. An unfavorable outcome of any particular proceeding could have an adverse impact on our business, financial condition, and results of operations. In addition, the adoption of new regulations or changes in the interpretation of existing regulations, or changes in consumer perceptions of the components of our products, may result in significant compliance costs or discontinuation of product sales and could impair the marketing of our products, resulting in significant loss of net revenue.
Our international operations are also subject to compliance with the U.S. Foreign Corrupt Practices Act ("FCPA") and other anti-bribery laws applicable to our operations. In many countries, particularly in those with developing economies, it may be a local custom that businesses operating in such countries engage in business practices that are prohibited by the FCPA or other U.S. and international laws and regulations applicable to us. As we expand our operations across multiple jurisdictions, we could be subject to conflicting laws, or differing consumer sentiment on application of laws, that could lead to non-compliance which could have an adverse effect on our operations. Although we have implemented procedures designed to ensure compliance with the FCPA and similar laws, some of our employees, agents, or other partners, as well as those companies to which we outsource certain of our business operations, could take actions in violation of our policies. Any such violation could have a material and adverse effect on our business.
As we expand internationally, we are subject to complex employee regulations, and if we fail to comply with these regulations, we could be subject to enforcement actions or negative employee relations which could harm our results of operations.
Changes in tax laws, transfer pricing, or unanticipated tax liabilities could adversely affect our effective income tax rate and profitability.
We are subject to the income tax laws of the United States, Canada, China Mainland, and other international jurisdictions. Our effective income tax rates could be unfavorably impacted by changes in the mix of earnings amongst countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, new tax interpretations and guidance, the outcome of income tax audits, and any repatriation of unremitted earnings for which we have not previously accrued applicable income taxes and withholding taxes.
Repatriations from our Canadian and Hong Kong subsidiaries may be subject to withholding taxes depending on the amount of paid-up capital available. Since 2022 and 2026, we have recognized withholding taxes on accumulated earnings from our Canadian and Hong Kong subsidiaries, respectively, which are not indefinitely reinvested and cannot be repatriated free of withholding tax. We expect to continue recognizing such taxes.
We engage in a number of intercompany transactions across multiple tax jurisdictions. Although we believe that these transactions reflect the accurate economic allocation of profit, the profit allocation and transfer pricing terms may be scrutinized by local tax authorities during an audit, and any resulting changes may impact our mix of earnings in countries with differing statutory tax rates. Our bilateral Advance Pricing Arrangement ("APA") with the Internal Revenue Service ("IRS") and Canada Revenue Agency ("CRA") expired at the end of 2020. During 2020, we entered into bilateral negotiations with the
(1) PRC includes China Mainland, Hong Kong SAR, Taiwan, and Macau SAR.
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IRS and CRA to renew the APA, and in August 2026, the IRS withdrew from bilateral APA negotiations. We continue to apply our transfer pricing methodology, but this may be subject to audit, and could result in changes to our profit allocation and effective tax rate. We are also negotiating an APA with China Mainland's State Tax Administration, the outcome of which could impact our effective tax rate.
Current economic and political conditions make tax rules in any jurisdiction subject to significant change. Changes in applicable U.S., Canadian, Chinese, or other international tax laws and regulations, or their interpretation, including the possibility of retroactive effect, could affect our income tax expense and profitability. On July 4, 2025, the U.S. passed the One Big Beautiful Bill Act ("OBBBA"), which includes the permanent extension of certain provisions of the Tax Cuts and Jobs Act of 2017, the immediate expensing of domestic research and experimental expenditures, the reinstatement of accelerated depreciation for qualified property, and modifications to the international tax provisions including changes to the global intangible low-tax income ("GILTI"), the foreign-derived deduction-eligible income ("FDDEI") and the base erosion and anti-abuse tax ("BEAT") provisions. On January 5, 2026, the Organization for Economic Cooperation and Development ("OECD") released administrative guidance containing a Side-by-Side ("SbS") system which modifies the operation of the OECD's Pillar Two Global Anti-Base Erosion ("GloBE") Model Rules. The SbS system provides a safe harbor for multinational enterprise ("MNE") groups with an ultimate parent entity in the United States, which will exempt a U.S. headquartered MNE group from the application of two of the three Pillar Two top-up taxes. We are currently evaluating the impact of these tax law changes on our financial statements, and they may impact our income tax expense, profitability, and capital allocation decisions.
Because a significant portion of our net revenue and expenses are generated in countries other than the United States, fluctuations in foreign currency exchange rates have affected our results of operations and may continue to do so in the future.
The functional currency of our international subsidiaries is generally the applicable local currency. Our consolidated financial statements are presented in U.S. dollars. Therefore, the net revenue, expenses, assets, and liabilities of our international subsidiaries are translated from their functional currencies into U.S. dollars. Fluctuations in the U.S. dollar exchange rates affect the reported amounts of net revenue, expenses, assets, and liabilities.
We also have exposure to changes in foreign currency exchange rates associated with transactions which are undertaken by our subsidiaries in currencies other than their functional currency. These include intercompany transactions and inventory purchases denominated in currencies other than the functional currency of the purchasing entity. As a result, we have been impacted by changes in foreign currency exchange rates and may be impacted for the foreseeable future. The potential impact of currency fluctuation increases as our international expansion increases.
Although we use financial instruments to hedge certain foreign currency risks, these measures may not fully offset the negative impact of foreign currency rate movements.
We are exposed to credit-related losses in the event of nonperformance by the counterparties to forward currency contracts used in our hedging strategies.
Our financial condition could be adversely affected by public health crises.
The occurrence of global or regional public health crises, such as pandemics or epidemics, and the related governmental and private sector responses, could reduce store traffic and consumer spending, result in temporary or permanent closures of retail locations, offices, and factories, and negatively impact the flow of goods. Such events could cause health officials to impose restrictions and recommend precautions that disrupt our operations, reduce consumer willingness to visit stores, and negatively affect employee availability. Health events may also cause long-term changes to consumer shopping behavior, preferences, and demand for our products.
Risks related to our supply chain
Disruptions of our supply chain, which is dependent on international suppliers, could have a material adverse effect on our operating and financial results.
Disruption of our supply chain capabilities due to trade restrictions, political instability, war (including the conflicts in the Middle East), terrorism, severe weather, natural disasters, public health crises, product recalls, labor supply shortages or stoppages, the financial or operational instability of key suppliers and carriers, changes in diplomatic or trade relationships (including any sanctions, restrictions, tariffs, and other responses such as those related to current geopolitical events), or other reasons could impair our ability to distribute our products. To the extent we are unable to mitigate the likelihood or potential impact of such events, there could be a material adverse effect on our operating and financial results.
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In addition, we do not manufacture our products or raw materials and rely on suppliers and manufacturers located predominantly in APAC and China Mainland. We also source other materials used in our products, including items such as content labels, elastics, buttons, clasps, and drawcords, from suppliers located primarily in this region. Based on cost, during 2025:
•Approximately 40% of our products were manufactured in Vietnam, 18% in Cambodia, 11% in Sri Lanka, 11% in Indonesia, and 7% in Bangladesh, and the remainder in other regions; and
•Approximately 34% of the fabric used in our products originated from Taiwan, 29% from China Mainland, 10% from South Korea, 10% from Vietnam, and the remainder from other regions. Our concentration of fabric sourcing in Taiwan exposes us to geopolitical risks, including the possibility of military conflict, trade restrictions, or disruptions affecting that region.
The entire apparel industry, including our company, could face supply chain challenges as a result of the impacts of global public health crises, political instability, inflationary pressures, macroeconomic conditions, and other factors, including reduced freight availability and increased costs, port disruption, manufacturing facility closures, and related labor shortages and other supply chain disruptions.
Our supply chain capabilities may be disrupted due to these or other factors, such as severe weather, natural disasters, war or other military conflicts, terrorism, labor supply shortages or stoppages, the financial or operational instability of key suppliers or the countries in which they operate, or changes in diplomatic or trade relationships (including any sanctions, restrictions, and other responses to geopolitical events). Any significant disruption in our supply chain capabilities could impair our ability to procure or distribute our products, which would adversely affect our business and results of operations.
A relatively small number of vendors supply and manufacture a significant portion of our products, and losing one or more of these vendors could adversely affect our business and results of operations.
Many of the specialty fabrics used in our products are technically advanced textile products developed and manufactured by third parties and may be available, in the short term, from only one or a limited number of sources. We have no long-term contracts with any of our suppliers or manufacturers for the production and supply of our raw materials and products, and we compete with other companies for fabrics, other raw materials, and production. During 2025, we worked with approximately 51 vendors to manufacture our products and 65 suppliers to provide the fabric for our products. Based on cost, during 2025:
•Approximately 47% of our products were manufactured by our top five vendors, the largest of which produced approximately 15% of our products; and
•Approximately 48% of our fabrics were produced by our top five fabric suppliers, the largest of which produced approximately 20% of fabric used.
We have experienced, and may in the future experience, a significant disruption in the supply of fabrics or raw materials and may be unable to locate alternative suppliers of comparable quality at an acceptable price, or at all. In addition, if we experience significant increased demand, or if we need to replace an existing supplier or manufacturer, we may be unable to locate additional supplies of fabrics or raw materials or additional manufacturing capacity on terms that are acceptable to us, or at all, or we may be unable to locate any supplier or manufacturer with sufficient capacity to meet our requirements or fill our orders in a timely manner. Identifying a suitable supplier is an involved process that requires us to become satisfied with its quality control, responsiveness and service, financial stability, and labor and other ethical practices. Even if we are able to expand existing or find new manufacturing or fabric sources, we may encounter delays in production and added costs as a result of the time it takes to train our suppliers and manufacturers in our methods, products, and quality control standards.
Our supply of fabric or manufacture of our products could be disrupted or delayed by economic or political or global health conditions, and the related government and private sector responsive actions such as closures, restrictions on product shipments, and travel restrictions. Delays related to supplier changes could also arise due to an increase in shipping times if new suppliers are located farther away from our markets or from other participants in our supply chain. In addition, freight capacity issues continue to persist worldwide as there is much greater demand for shipping and reduced capacity and equipment. Any delays, interruption, or increased costs in the supply of fabric or manufacture of our products could have an adverse effect on our ability to meet guest demand for our products and result in lower net revenue and income from operations both in the short and long term.
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Our business could be harmed if our suppliers and manufacturers do not comply with our Vendor Code of Ethics or applicable laws.
While we require our suppliers and manufacturers to comply with our Vendor Code of Ethics, which includes labor, health and safety, and environmental standards, we do not control their operations. If they do not comply with these standards or applicable laws or there is negative publicity regarding the production methods of any of our suppliers or manufacturers, even if unfounded or not specific to our supply chain, our reputation and sales could be adversely affected, we could be subject to legal liability, or could cause us to contract with alternative suppliers or manufacturing sources.
The fluctuating cost of raw materials and the cost of producing our products could increase our cost of goods sold.
The fabrics used to make our products include synthetic fabrics whose raw materials include petroleum-based products. Our products also include silver and natural fibers, including cotton. Our costs for raw materials are affected by, among other things, weather, consumer demand, speculation on the commodities market, the relative valuations and fluctuations of the currencies of producer versus consumer countries, and other factors that are generally unpredictable and beyond our control. Any and all of these factors may be exacerbated by global climate change. In addition, political instability, trade relations, sanctions, inflationary pressure, or other geopolitical or economic conditions could cause raw material costs to increase or impact availability and have an adverse effect on our future margins. Increases in the cost of raw materials, including petroleum or the prices we pay for silver and our cotton yarn and cotton-based textiles, could have a material adverse effect on our cost of goods sold, results of operations, financial condition, and cash flows.
A significant portion of our products are produced in South and South East Asia, and increases in the costs of labor and other costs of doing business in the countries in this region could significantly increase our costs to produce our products and could have a negative impact on our operations and earnings. Factors that could negatively affect our business include labor shortages and increases in labor costs, labor disputes, pandemics, the impacts of climate change, difficulties and additional costs in transporting products manufactured from these countries to our distribution centers and significant revaluation of the currencies used in these countries, which may result in an increase in the cost of producing products. Also, the imposition of trade sanctions or other regulations against products imported by us from, or the loss of "normal trade relations" status with any country in which our products are manufactured, could significantly increase our cost of products and harm our business.
If we encounter problems with our distribution system, our ability to deliver our products to the market and to meet guest expectations could be harmed.
We rely on our distribution facilities for our product distribution. They utilize and rely on computer controlled and automated equipment, which means their operations may be subject to a number of risks related to malware, the proper operation of software and hardware, electronic or power interruptions, or other system failures. In addition, our operations could also be interrupted by labor shortages and disruptions, pandemics, the impacts of climate change, extreme or severe weather conditions or by floods, fires, or other natural disasters near our distribution centers. The concentration of our primary offices, several of our distribution centers, and a number of our stores along the west coast of North America could amplify the impact of a natural disaster occurring in that area to our business. If we encounter problems with our distribution system, our ability to meet guest expectations, manage inventory, complete sales, and achieve objectives for operating efficiencies could be harmed.
Risks related to information security and technology
We may be unable to safeguard against security breaches which could damage our customer relationships and result in significant legal and financial exposure.
We receive and maintain confidential, proprietary, and personally identifiable information including, for example, credit card information, and information about our customers, our employees, job applicants, and other third parties. Our business employs systems and websites that allow for the storage, transmission, and safeguarding of this information. However, despite our safeguards and security processes and protections, security breaches could occur and expose us to a risk of theft or misuse of this information, and could result in litigation and potential liability.
The retail industry has been the target of recent cyberattacks. We may not have the resources or technical sophistication to anticipate, detect, or prevent rapidly evolving types of cyberattacks. Attacks may be targeted at us, our vendors or customers, or others who have entrusted us with information. In addition, despite taking measures to safeguard our information security and privacy environment from security breaches, our customers and our business, including our supply chain, could still be exposed to risk. Actual or anticipated attacks may cause us to incur increasing costs including to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants.
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We have in the past experienced, and we expect to continue to experience, cyberattacks, including phishing, and other attempts to breach, or gain unauthorized access to, our systems. Although these attacks have not had a material impact on our operations to date, they may in the future. In addition, the increased use of employee-owned devices for communications as well as work-from-home arrangements present additional operational risks to our technology systems, including increased risks of cyberattacks. Advances in AI and other technological developments could increase the sophistication of cyberattacks and may result in the technology used by us to protect transaction or other data being breached or compromised. In addition, our increasing use of AI tools and technologies, including generative AI, introduces new security risks, such as the potential for adversarial manipulation of AI models, unintended data exposure through AI systems, or reliance on AI outputs that may be inaccurate or biased. Measures we implement to protect against cyberattacks may also have the potential to impact our customers' shopping experience or decrease activity on our websites by making them more difficult to use or requiring website downtime.
Data and security breaches can also occur as a result of non-technical issues including intentional or inadvertent breach, including by misusing AI, by employees or persons with whom we have commercial relationships, that result in the unauthorized release or use of personal or confidential information, and we may in some cases be held responsible for such incidents under evolving privacy laws. Any compromise or breach of our security could result in a violation of applicable privacy and other laws, significant legal and financial exposure, and damage to our brand and reputation or other harm to our business.
We are subject to an evolving cybersecurity, privacy, and AI regulatory environment, and failure to comply with new or existing requirements, including federal cybersecurity incident disclosure obligations, could result in regulatory enforcement and further financial or reputational harm. Emerging laws and regulations governing AI, including the European Union AI Act, China's generative AI regulations, and potential U.S. federal and state AI legislation, may impose new compliance obligations, restrict certain uses of AI technology, or require transparency regarding AI-driven decision-making. Data localization and sovereignty requirements in certain jurisdictions may require us to store and process data locally, increasing operational complexity and costs. Sovereign AI initiatives, under which governments require AI systems to be developed, trained, or operated within national borders using local data, could limit our ability to deploy centralized AI tools globally and may require significant investment in region-specific infrastructure. Our cybersecurity insurance may not cover all losses or liabilities related to cyberattacks. Furthermore, a sophisticated attack could persist undetected within our systems for an extended period before being discovered, potentially amplifying its impact.
Privacy and data protection laws increase our compliance burden.
We are subject to a variety of privacy and data protection laws and regulations that change frequently and have requirements that vary across jurisdictions. For example, we are subject to obligations under privacy laws such as the General Data Protection Regulation ("GDPR") in the European Union, the Personal Information Protection and Electronic Documents Act (“PIPEDA”) in Canada, the California Consumer Privacy Act ("CCPA") as modified by the California Privacy Rights Act (“CPRA”), and the Personal Information Protection Law (“PIPL”) in the PRC. Some privacy laws prohibit or restrict the transfer of personal information to certain other jurisdictions and may require data localization. We are subject to privacy and data protection audits or investigations by various government agencies. Our efforts to comply with privacy laws may complicate our operations and add to our compliance costs. A significant breach or failure or perceived failure by us or our third-party service providers to comply with these laws, regulations, policies or regulatory guidance may subject us to potential regulatory enforcement activity, fines, private litigation including class actions, and other costs and might have a materially adverse impact on our reputation, business operations, financial condition, or results of operations.
Disruption of our technology systems or unexpected network interruption could disrupt our business.
We are dependent on networks, technology systems, and third parties to operate our e-commerce websites, process transactions, respond to guest inquiries, manage inventory, purchase, sell and ship goods, and maintain cost-efficient operations. The failure of our technology systems to operate properly or effectively, problems with transitioning to upgraded or replacement systems, or difficulty in integrating new systems, could adversely affect our business. In addition, if changes in technology cause our information systems to become obsolete, we do not effectively leverage AI, or if our information systems are inadequate to handle our operations, we could lose guests.
Our technology systems, websites, and operations of third parties on whom we rely, may encounter damage, slowdown, or disruption including complete outages caused by a failure to upgrade systems, system failures, malware, computer hackers including cyberattacks assisted by AI, natural disasters, or other causes. These could cause information, including data related to guest orders, to be lost or delayed which could, especially if the disruption or slowdown occurred during the holiday season, result in delays in the delivery of products to our stores and guests or lost sales, which could reduce demand for our products and cause our sales to decline. Any significant disruption in our technology systems or
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websites could harm our reputation and credibility, and could have a material adverse effect on our business, financial condition, and results of operations.
Our technology-based systems that give our customers the ability to shop with us online may not function effectively.
Many of our customers shop through our e-commerce websites and mobile apps, and we use social media in addition to these websites and apps to interact with our customers and to enhance their shopping experience. We may not efficiently and effectively implement and leverage technological advancements such as AI to support these interactions, which could have an adverse impact on our results of operations if our competitors are more effective than us, if this disrupts our operations, or if this leads to increased operating costs. Any failure on our part to provide attractive, effective, reliable, user-friendly e-commerce platforms that offer a wide assortment of merchandise with rapid delivery options and that continually meet the changing expectations of shoppers could place us at a competitive disadvantage, result in the loss of e-commerce and other sales, harm our reputation with customers, have a material adverse impact on the growth of our e-commerce business globally, and could have a material adverse impact on our business and results of operations.
Risks related to intellectual property
Our fabrics and manufacturing technology generally are not patented and can be imitated by our competitors. If our competitors sell products similar to ours at lower prices, our net revenue and profitability could suffer.
The intellectual property rights in the technology, fabrics, and processes used to manufacture our products generally are owned or controlled by our suppliers and are generally not unique to us. Our ability to obtain intellectual property protection for our products is therefore limited. We hold limited patents and exclusive intellectual property rights in the technology, fabrics or processes underlying our products. As a result, our current and future competitors are able to manufacture and sell products with performance characteristics, fabrics and styling similar to our products. Because many of our competitors have significantly greater financial, distribution, marketing, and other resources than we do, they may be able to manufacture and sell products based on our fabrics and manufacturing technology at lower prices than we can. If our competitors sell products similar to ours at lower prices, our net revenue and profitability could suffer.
Our failure or inability to protect our intellectual property rights could diminish the value of our brand and weaken our competitive position.
We currently rely on a combination of patent, copyright, trademark, trade dress, trade secret, and unfair competition laws, as well as confidentiality procedures and licensing arrangements, to establish and protect our intellectual property rights. The steps we take to protect our intellectual property rights may not be adequate to prevent infringement of these rights by others, including imitation of our products and misappropriation of our brand. In addition, any of our intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable, or our intellectual property protection may be unavailable or limited in some international countries where laws or law enforcement practices may not protect our intellectual property rights as fully as in the United States or Canada, and it may be more difficult for us to successfully challenge the use of our intellectual property rights by other parties in these countries. If we fail to protect and maintain our intellectual property rights, the value of our brand could be diminished, and our competitive position may suffer.
Our trademarks, patents, and other proprietary rights could potentially conflict with the rights of others, and we may be prevented from selling some of our products.
Our success depends in large part on our brand image. We believe that our trademarks, patents, and other proprietary rights have significant value and are important to identifying and differentiating our products from those of our competitors and creating and sustaining demand for our products. We have applied for and obtained some United States, Canada, and international trademark registrations and patents, and will continue to evaluate additional trademarks and patents as appropriate. However, some or all of these pending trademark or patent applications may not be approved by the applicable governmental authorities. Moreover, even if the applications are approved, third parties may seek to oppose or otherwise challenge these applications or registrations. Additionally, we may face obstacles as we expand our product line and the geographic scope of our sales and marketing. Third parties may assert intellectual property claims against us, particularly as we expand our business and the number of products we offer. Our defense of any claim, regardless of its merit, could be expensive and time-consuming and could divert management resources. Successful infringement claims against us could result in significant monetary liability or prevent us from selling some of our products. In addition, resolution of claims may require us to redesign our products, license rights from third parties, or cease using those rights altogether. Any of these events could harm our business and cause our results of operations, liquidity, and financial condition to suffer.
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Risks related to legal and governance matters
Actions by stockholders, activists, or consumers could negatively affect our business.
We were recently involved in a proxy contest with Dennis J. "Chip" Wilson and may be subject to other actions or proposals from stockholders, political or consumer activists, or others that may not align with our business strategies or the interests of our other stockholders. On December 29, 2025, Mr. Wilson delivered a notice of intent to nominate three directors for election at the 2026 Annual Meeting of Stockholders and submitted a non-binding stockholder proposal requesting that our board of directors take all necessary steps to immediately declassify the board so that all directors are elected on an annual basis. On May 26, 2026, we entered into a Cooperation Agreement with Mr. Wilson and certain of his affiliates (the "Cooperation Agreement") to resolve Mr. Wilson's proxy contest in connection with the 2026 Annual Meeting of Stockholders. The Cooperation Agreement will terminate on the date that is thirty (30) calendar days prior to the deadline under the company's bylaws for the submission of stockholder nominations of director candidates for election to the board at the 2028 Annual Meeting of Stockholders, unless earlier terminated in accordance with its terms.
Responding to the prior proxy contest and related actions caused us to incur substantial costs and, if we are subject to additional proxy contests in the future, may cause us to incur additional costs and be time-consuming. Such matters have in the past and may in the future disrupt our business and operations and divert the attention of our board of directors, management, and employees from pursuing our business strategies. Stockholders, political or consumer activists, or others have in the past and may in the future create perceived uncertainties as to the future direction of our business or strategy, which may be exploited by our competitors and may make it more difficult to attract and retain qualified personnel and potential guests, and may affect our relationships with current guests, vendors, investors, and other third parties. Other actions or proposals could include responses to geopolitical conflict, including between the PRC and other countries, or to our perceived positions on social, political, or cultural issues in the United States or elsewhere. Consumer boycotts, negative social media campaigns, or other forms of public pressure, whether based on accurate perceptions or not, could adversely affect our brand reputation, guest relationships, and sales. The perceived uncertainties as to our future direction also could affect the market price and volatility of our securities.
We are subject to periodic claims and litigation that could result in unexpected expenses and could ultimately be resolved against us.
From time to time, we are involved in litigation and other proceedings, including matters related to product liability claims, consumer class action claims, stockholder class action and derivative claims, commercial disputes and intellectual property, as well as trade, regulatory, employment, and other claims related to our business. We are currently involved in securities and stockholder derivative litigation, as described in Note 12. Legal Proceedings and Other Contingencies to the consolidated financial statements included in this report. Litigation and other proceedings could result in significant settlement amounts, damages, fines, or other penalties, divert financial and management resources, and result in significant legal fees. An unfavorable outcome of any particular proceeding could exceed the limits of our insurance policies, or the carriers may decline to fund such final settlements and/or judgments and could have an adverse impact on our business, financial condition, and results of operations. In addition, any proceeding could negatively impact our reputation among our guests and our brand image.
There is considerable patent and other intellectual property development activity in our market, and litigation, based on allegations of infringement or other violations of intellectual property, is frequent in the fitness and technology industries. Furthermore, it is common for individuals and groups to purchase patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like ours. Our use of third-party content, including music content, software, and other intellectual property rights, may be subject to claims of infringement or misappropriation. We cannot guarantee that our internally developed or acquired technologies and content do not or will not infringe the intellectual property rights of others. From time to time, our competitors or other third parties may claim that we are infringing upon or misappropriating their intellectual property rights, and we may be found to be infringing upon such rights. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our platform or services or using certain technologies, force us to implement expensive workarounds, or impose other unfavorable terms. We expect that the occurrence of infringement claims is likely to grow as the market for fitness products and services grows and as we introduce new and updated products and offerings. Accordingly, our exposure to damages resulting from infringement claims could increase, and this could further exhaust our financial and management resources. Any of the foregoing could prevent us from competing effectively and could have an adverse effect on our business, financial condition, and operating results.
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Anti-takeover provisions of Delaware law and our certificate of incorporation and bylaws could delay and discourage takeover attempts that stockholders may consider to be favorable.
Certain provisions of our certificate of incorporation and bylaws and applicable provisions of the Delaware General Corporation Law may make it more difficult or impossible for a third party to acquire control of us or effect a change in our board of directors and management. These provisions include:
•the classification of our board of directors into three classes, with one class elected each year;
•prohibiting cumulative voting in the election of directors;
•the ability of our board of directors to issue preferred stock without stockholder approval;
•the ability to remove a director only for cause and only with the vote of the holders of at least 66 2/3% of our voting stock;
•a special meeting of stockholders may only be called by our chairman or Chief Executive Officer, or upon a resolution adopted by an affirmative vote of a majority of the board of directors, and not by our stockholders;
•prohibiting stockholder action by written consent; and
•our stockholders must comply with advance notice procedures in order to nominate candidates for election to our board of directors or to place stockholder proposals on the agenda for consideration at any meeting of our stockholders.
In addition, we are governed by Section 203 of the Delaware General Corporation Law which, subject to some specified exceptions, prohibits "business combinations" between a Delaware corporation and an "interested stockholder," which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation's voting stock, for a three-year period following the date that the stockholder became an interested stockholder. Section 203 could have the effect of delaying, deferring, or preventing a change in control that our stockholders might consider to be in their best interests.
Risks related to environmental, social, and governance issues
Climate change and related pressures may adversely impact our business, supply chain, and financial results.
We are subject to physical and transitional risks related to climate change, as well as increasing pressure from investors, regulators, and advocacy organizations regarding climate-related disclosures and action. Physical risks, such as rising global temperatures, changing weather patterns, and increasing frequency and severity of extreme weather events, could disrupt our supply chain, increase raw material and production costs (including cotton availability and pricing), and reduce consumer demand or shift purchasing behavior. These changes may also result in water scarcity, energy constraints, and infrastructure damage affecting our facilities, vendors, or logistics. In addition, growing regulatory and stakeholder expectations around climate-related disclosures, targets, and emissions reductions may increase compliance costs and require additional resources. Climate-related regulations vary widely across jurisdictions and are evolving rapidly, creating uncertainty around our obligations. Voluntary alignment with emerging standards or initiatives may also require capital investment or operational adjustments.
We also face increasing scrutiny and conflicting pressure from institutional investors, proxy advisory firms, regulatory agencies, political groups, and other stakeholders. Some advocate for accelerated climate commitments and detailed climate-related financial disclosures, while others have challenged or opposed such actions through litigation, legislative action, or public campaigns. These conflicting expectations and potential enforcement risks, whether from taking action or choosing not to do so, could adversely impact our reputation, operations, investor relationships, or legal risk profile.
We face heightened scrutiny and legal risks from competing pressures regarding our ESG practices and disclosures.
We are increasingly subject to scrutiny from institutional investors, advocacy organizations, and other stakeholders regarding our environmental, social, and governance ("ESG") policies, disclosures, and performance. Some stakeholders advocate for greater transparency and more aggressive ESG-related commitments across areas such as human capital, labor practices, supply chain oversight, and diversity. Others, including advocacy organizations and litigation-focused groups, have criticized ESG-related initiatives and have challenged companies, through lawsuits, regulatory investigations, and public campaigns, for implementing ESG strategies they deem inconsistent with fiduciary duties or legal obligations.
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We may face reputational, operational, or legal consequences if our ESG practices or disclosures are perceived as insufficient, inconsistent, misleading, or politically misaligned. We may also face additional compliance costs as regulatory requirements evolve, including potential SEC or international climate and sustainability disclosure rules. We could also incur additional costs to comply with divergent stakeholder expectations and evolving ESG disclosure frameworks, and we may be subject to increased activism, legal exposure, or reputational risk, regardless of whether our ESG practices are expanded or limited in the future.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information regarding our purchases of shares of our common stock during the second quarter of 2026 related to our stock repurchase program:
Period(1) | Total Number of Shares Purchased(2) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2) | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(2) | ||||||||||||||||||||||
| May 4, 2026 - May 31, 2026 | 870,327 | $ | 126.21 | 870,327 | $ | 932,698,894 | ||||||||||||||||||||
| June 1, 2026 - July 5, 2026 | 1,209,010 | 117.50 | 1,209,010 | 790,637,075 | ||||||||||||||||||||||
| July 6, 2026 - August 2, 2026 | 667,165 | 117.06 | 667,165 | 712,539,339 | ||||||||||||||||||||||
| Total | 2,746,502 | 2,746,502 | ||||||||||||||||||||||||
__________
(1)Monthly information is presented based on our fiscal months during the second quarter of 2026.
(2)Our board of directors approved a repurchase program authorizing up to $4.0 billion in aggregate, including $1.0 billion initially authorized on November 29, 2023, and additional $1.0 billion increases on May 29, 2024, December 3, 2024, and December 3, 2025. This program does not have an expiration date or require a minimum number of shares to be repurchased. Repurchases may be made on the open market at prevailing prices or through privately negotiated transactions, including under plans pursuant to Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934. The timing and amount of repurchases will depend on market conditions, trading eligibility, and other factors.
The following table summarizes purchases of shares of our common stock during the second quarter of 2026 related to our Employee Share Purchase Plan ("ESPP"):
Period(1) | Total Number of Shares Purchased(2) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2) | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(2) | ||||||||||||||||||||||
| May 4, 2026 - May 31, 2026 | 26,546 | $ | 128.68 | 26,546 | 3,991,522 | |||||||||||||||||||||
| June 1, 2026 - July 5, 2026 | 39,177 | 115.63 | 39,177 | 3,952,345 | ||||||||||||||||||||||
| July 6, 2026 - August 2, 2026 | 13,101 | 116.63 | 13,101 | 3,939,244 | ||||||||||||||||||||||
| Total | 78,824 | 78,824 | ||||||||||||||||||||||||
__________
(1)Monthly information is presented based on our fiscal months during the second quarter of 2026.
(2)All shares purchased under the ESPP are purchased on the Nasdaq Global Select Market (or such other stock exchange as we may designate). Unless our board of directors terminates the ESPP earlier, it will continue until all shares authorized for purchase have been purchased. The maximum number of shares authorized to be purchased under the ESPP is 6,000,000.
Excluded from this disclosure are shares withheld to settle statutory employee tax withholding related to the vesting of stock-based compensation awards.
ITEM 5. OTHER INFORMATION
Trading Arrangements
During the second quarter of 2026, no director or officer of lululemon (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).
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ITEM 6. EXHIBITS
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit No. | Exhibit Title | Filed Herewith | Form | Exhibit No. | File No. | Filing Date | ||||||||||||||||||||||||||||||||
| 10.1* | X | |||||||||||||||||||||||||||||||||||||
| 10.2* | S-8 | 10.2 | 333-297306 | 7/7/2026 | ||||||||||||||||||||||||||||||||||
| 31.1 | X | |||||||||||||||||||||||||||||||||||||
| 31.2 | X | |||||||||||||||||||||||||||||||||||||
| 32.1** | ||||||||||||||||||||||||||||||||||||||
| 101 | The following unaudited interim consolidated financial statements from the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended August 2, 2026, formatted in iXBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to the Unaudited Interim Consolidated Financial Statements | X | ||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101) | X | ||||||||||||||||||||||||||||||||||||
| * | Denotes a compensatory plan, contract, or arrangement in which our directors or executive officers may participate. | ||||
| ** | Furnished herewith. | ||||
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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, thereunto duly authorized.
| lululemon athletica inc. | ||||||||
| By: | /s/ MEGHAN FRANK | |||||||
| Meghan Frank | ||||||||
| Interim Co-Chief Executive Officer and Chief Financial Officer | ||||||||
| (principal executive officer and principal financial and accounting officer) | ||||||||
Dated: September 3, 2026
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Exhibit 10.1
NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK UNIT AWARD AGREEMENT
UNDER THE
LULULEMON ATHLETICA INC. 2023 EQUITY INCENTIVE PLAN
| Participant: | ###PARTICIPANT_NAME### | ||||
| Grant Name: | ###GRANT_NAME### | ||||
| Grant Date: | ###GRANT_DATE### | ||||
| Expiry Date: | ###EXPIRY_DATE### | ||||
| Grant Number: | ###GRANT_NAME### | ||||
| Total Number of Units: | ###TOTAL_AWARDS###, subject to adjustment as provided in this Agreement. | ||||
| Grant Price: | ###GRANT_PRICE### | ||||
| Vesting Schedule: | As provided in Exhibit A. | ||||
lululemon athletica inc. (the “Company”) has granted to the Participant identified above an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in this Restricted Stock Units Agreement (the “Agreement”). The Award has been granted pursuant to the lululemon athletica inc. 2023 Equity Incentive Plan (the “Plan”), the provisions of which are incorporated herein by reference. The Award is also subject to the terms of the Company’s Non-Employee Director Compensation Plan, effective February 2, 2026 (as amended and/or restated from time to time, the “NEDCP”), the provisions of which are incorporated herein by reference (however, the terms of this Agreement and the Plan will supersede in the event of an express conflict with the NEDCP).
By accepting the Award, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with this Agreement, the Plan, the NEDCP and a prospectus for the Plan (the “Plan Prospectus”) in the form most recently prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Plan and (b) accepts the Award subject to all of the terms and conditions of this Agreement, the NEDCP and the Plan.
LULULEMON ATHLETICA INC.
By: [●]
Its: [●]
###REQUIRED_SIGNATURE###
###ACCEPTANCE_DATE###
1
1. DEFINITIONS AND CONSTRUCTION.
1.1 Definitions. Unless otherwise defined herein, capitalized terms have the meanings assigned to such terms in the Plan.
(a) “Dividend Equivalent Units” mean additional Restricted Stock Units credited pursuant to the Dividend Equivalent Right described in Section 2.3.
(b) “Units” means the Restricted Stock Units originally granted pursuant to the Award and the Dividend Equivalent Units credited pursuant to the Award, as both will be adjusted from time to time pursuant to Section 6.
1.2 Construction. Captions and titles contained herein are for convenience only and do not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular includes the plural and the plural includes the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.
2. THE AWARD.
2.1 Grant of Units. On the Grant Date, the Participant will acquire, subject to the provisions of this Agreement, the Total Number of Units set forth above, subject to adjustment as provided in Sections 2.3 and 6. Each Unit represents a right to receive on a date determined in accordance with this Agreement one share of Stock.
2.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or Stock issued upon settlement of the Units, the consideration for which is the Participant’s continued service on the Board. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or service on the Board having a value not less than the par value of the Stock issued upon settlement of the Units.
2.3 Dividend Equivalent Units. This Agreement also constitutes the award of a Dividend Equivalent Right to the Participant. On the date that the Company pays a cash dividend to holders of Stock generally, the Participant will be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the sum of the Total Number of Units and the number of Dividend Equivalent Units previously credited to the Participant pursuant to the Award and which have not been settled or forfeited as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Units will be rounded down to the nearest whole number. Such additional Dividend Equivalent Units are subject to the same terms and conditions and will be settled or forfeited in the same manner and at the same time as the Units originally subject to the Award with respect to which they have been credited.
3. VESTING OF UNITS; TERMINATION OF SERVICE.
3.1 Vesting. The Units shall become nonforfeitable as set forth on Exhibit A attached hereto.
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3.2 Termination of Service. Upon a cessation of the Participant’s service to the Company for any reason, the Units shall be treated as set forth on Exhibit A attached hereto.
4. SETTLEMENT OF THE AWARD.
4.1 Issuance of Stock. In full, final and complete settlement of each Unit that becomes nonforfeitable in accordance with the terms of this Agreement and the Plan, the Company will cause one share of Stock to be issued in respect of each such Unit, with such issuance to occur at the time provided on Exhibit A attached hereto. Shares of Stock issued in settlement of Units are subject to any restrictions as may be required pursuant to Section 4.3, the Plan or the Company’s Insider Trading Policy.
4.2 Beneficial Ownership of Shares of Stock; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all shares of Stock acquired by the Participant pursuant to the settlement of the Award. Except as otherwise provided by this Section 4.2, a certificate for the shares of Stock as to which the Award is settled will be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. In addition, shares of Stock settled as a result of this Agreement may be held in book entry form.
4.3 Restrictions on Grant of the Award and Issuance of Shares of Stock. The grant of the Award and issuance of shares of Stock upon settlement of the Award is subject to compliance with all applicable requirements of federal, state law or foreign law with respect to such securities. No share of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations, including, without limitation, the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares of Stock subject to the Award relieves the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.
4.4 Fractional Shares. The Company is not required to issue fractional shares of Stock upon the settlement of the Award. Any fractional share resulting from the determination of the number of vested Units will be rounded up to the nearest whole number.
5. TAX MATTERS.
The Participant understands and agrees that the Participant (and not the Company) is responsible for the Participant’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.
6. ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.
In the event of any adjustment to this Award that is made pursuant to Section 4.3 of the Plan, any and all new, substituted or additional securities or other property to which the Participant is entitled by
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reason of the grant of Units acquired pursuant to this Award will be immediately subject to the provisions of this Award on the same basis as all Units originally acquired hereunder. Any fractional Unit or share resulting from such an adjustment will be rounded down to the nearest whole number. Such adjustments will be determined by the Committee, and its determination is final, binding and conclusive.
7. RIGHTS AS A STOCKHOLDER.
The Participant has no rights as a stockholder with respect to any shares of Stock which may be issued in settlement of this Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), whether such shares are held in certificated or uncertificated book-entry form. No adjustment will be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 6.
8. LEGENDS.
The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of Stock issued pursuant to this Agreement. If shares are held in uncertificated book-entry form, the Company may cause notations to be made in the book-entry system to reference such restrictions. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order to carry out the provisions of this Section.
9. COMPLIANCE WITH SECTION 409A.
9.1 General. It is intended that any election, payment or benefit which is made or provided pursuant to or in connection with this Award that may result in Section 409A Deferred Compensation will comply in all respects with the applicable requirements of Section 409A (including applicable regulations or other administrative guidance thereunder, as determined by the Committee in good faith) to avoid the unfavorable tax consequences provided therein for noncompliance.
9.2 Separation from Service; Required Delay in Payment to Specified Employee. Notwithstanding anything set forth herein to the contrary, no amount payable pursuant to this Agreement on account of the Participant’s termination of Service which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) shall be paid unless and until the Participant has incurred a “separation from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that the Participant is a “specified employee” within the meaning of the Section 409A Regulations as of the date of the Participant’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of the Participant’s separation from service shall be paid to the Participant before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of the Participant’s separation from service or, if earlier, the date of the Participant’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.
9.3 Amendments to Comply with Section 409A; Indemnification. Notwithstanding any other provision of this Agreement to the contrary, the Company is authorized to amend this Agreement, to void or amend any election made by the Participant under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by the Company, in its discretion, to be necessary or appropriate to comply with Section 409A without prior
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notice to or consent of the Participant. The Participant hereby releases and holds harmless the Company, its directors, officers and stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant in connection with the Award, including as a result of the application of Section 409A.
9.4 Advice of Independent Tax Advisor. The Company has not obtained a tax ruling or other confirmation from the Internal Revenue Service with regard to the application of Section 409A to the Award, and the Company does not represent or warrant that this Agreement will avoid adverse tax consequences to the Participant, including as a result of the application of Section 409A to the Award. The Participant hereby acknowledges that he or she has been advised to seek the advice of his or her own independent tax advisor prior to entering into this Agreement and is not relying upon any representations of the Company or any of its agents as to the effect of or the advisability of entering into this Agreement.
10. DATA PRIVACY.
The following provisions apply only to the Participant if he or she resides outside the US, the EU, EEA, and UK:
10.1 Collection and Use of Data. The Participant voluntarily consents to the collection, use, disclosure and transfer to the United States and other jurisdictions, in electronic or other form, of his or her personal data as described in this Agreement and any other award materials (“Data”) by and among, as applicable, the Participating Company Group for the exclusive purpose of implementing, administering, and managing his or her participation in the Plan. If the Participant does not choose to participate in the Plan, his or her employment status or service with the Participating Company Group will not be adversely affected.
10.2 Certain Data. The Participant understands that the Participating Company Group may collect, maintain, process and disclose, certain personal information about him or her, including, but not limited to, his or her name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company, details of all equity awards or any other entitlement to shares of Stock awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, for the exclusive purpose of implementing, administering and, managing the Plan.
10.3 Certain Transfers of Data. The Participant understands that Data will be transferred to one or more service provider(s) selected by the Company, which may assist the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have different, including less stringent, data privacy laws and protections than his or her country. The Participant understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the Company and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan.
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10.4 Miscellaneous. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan, including to maintain records regarding participation. The Participant understands that if he or she resides in certain jurisdictions, to the extent required by applicable law, he or she may, at any time, request access to Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents given by accepting these Awards, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Participant understands that he or she is providing these consents on a purely voluntary basis. If the Participant does not consent or if he or she later seeks to revoke his or her consent, his or her engagement as a service provider with the Participating Company Group will not be adversely affected; the only consequence of refusing or withdrawing his or her consent is that the Company will not be able to grant him or her Award under the Plan or administer or maintain Award. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan (including the right to retain the Award). The Participant understands that he or she may contact his or her local human resources representative for more information on the consequences of his or her refusal to consent or withdrawal of consent.
The following provisions apply only to the Participant if he or she resides in the EU, EEA, UK, or EU privacy laws are otherwise applicable:
10.5 Data Collected and Purposes of Collection. The Participant understands that the Company, acting as controller, as well as the engaging Participating Company, will process, to the extent permissible under applicable law, certain personal information about the Participant, including name, home address and telephone number, information necessary to process the Award (e.g., mailing address for a check payment or bank account wire transfer information), date of birth, social insurance number or other identification number, salary, nationality, job title, employment location, details of all Awards granted, canceled, vested, unvested or outstanding in the Participant’s favor, and where applicable service termination date and reason for termination, any capital shares or directorships held in the Company (where needed for legal or tax compliance), and any other information necessary to process mandatory tax withholding and reporting (all such personal information is referred to as “Data”). The Data is collected from the Participant, and from the Participating Company Group, for the purpose of implementing, administering and managing the Plan pursuant to its terms. The legal basis (that is, the legal justification) for processing the Data is that it is necessary to perform, administer and manage the Plan and in Company’s legitimate interests, which means the Company is using the relevant Data to conduct and develop its business activities, subject to the Participant’s interest and fundamental rights. The Data must be provided in order for the Participant to participate in the Plan and for the parties to this Agreement to perform their respective obligations thereunder. If the Participant does not provide Data, he or she will not be able to participate in the Plan and become a party to this Agreement.
10.6 Transfers and Retention of Data. The Participant understands that the Data will be transferred to and among the Participating Company Group, as well as service providers (such as stock administration providers, brokers, transfer agents, accounting firms, payroll processing firms or tax firms), for the purposes explained above. The Participant understands that the recipients of the Data may be located in the United States and in other jurisdictions outside of the European Economic Area where we or our service providers have operations. The United States and some of these other jurisdictions have not been found by the European Commission to have adequate data protection safeguards, such as the EU-U.S. Data Privacy Framework or standard contractual clauses approved by the European Commission. If the Participating Company Group transfer Data outside of the European Economic Area, we will take steps as required and recognized by the European Commission to provide
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adequate safeguards for the transferred Data. The Participant has a right to obtain details of the mechanism(s) under which the Participant’s Data is transferred outside of the European Economic Area, or the United Kingdom, which the Participant may exercise by submitting a request to the Company’s compliance and/or governance team as found on the Company intranet.
10.7. The Participant’s Rights in Respect of Data. The Participant has the right to access the Participant’s Data being processed by the Company as well as understand why Company is processing such Data. Additionally, subject to applicable law, the Participant is entitled to have any inadequate, incomplete or incorrect Data corrected (that is, rectified). Further, subject to applicable law, the Participant may be entitled to the following rights in regard to his or her Data: (i) to object to the processing of Data; (ii) to have his or her Data erased, under certain circumstances, such as where it is no longer necessary in relation to the purposes for which it was processed; (iii) to restrict the processing of the Participant’s Data so that it is stored but not actively processed (e.g., while the Company assesses whether the Participant is entitled to have Data erased) under certain circumstances; (iv) to port a copy of the Data provided pursuant to this Agreement or generated by the Participant, in a common machine-readable format; and (v) to obtain a copy of the appropriate safeguards under which Data is transferred to a third country or international organization. To exercise his or her rights, the Participant may contact the applicable human resources representative. The Participant may also contact the relevant data protection supervisory authority, as he or she has the right to lodge a complaint.
11. MISCELLANEOUS PROVISIONS.
11.1 Termination or Amendment. The Committee may terminate or amend the Plan at any time. No amendment or addition to this Agreement is effective unless in writing and, to the extent such amendment is necessary to comply with applicable law or government regulation (including, but not limited to Section 409A), may be made without the consent of the Participant.
11.2 Non-transferability of the Award. Prior to the issuance of shares of Stock on the applicable settlement date, neither this Award nor any Units subject to this Award is subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to the Award are exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.
11.3 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.
11.4 Binding Effect. This Agreement inures to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, is binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.
11.5 Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder must be given in writing and is deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature to this
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Agreement or at such other address as such party may designate in writing from time to time to the other party.
(a) Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan, this Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, the Participant may deliver electronically any acceptance of this Agreement to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.
(b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 11.5(a) of this Agreement and consents to the electronic delivery of the Plan documents and this Agreement, as described in Section 11.5(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third-party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 11.5(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. The Participant agrees that the foregoing online or electronic participation in the Plan shall have the same force and effect as documentation executed in hardcopy written form. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 11.5(a).
11.6 Integrated Agreement. This Agreement, the NEDCP and the Plan constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersede any prior and contemporaneous agreements, understandings, restrictions, representations, and warranties among the Participant and the Participating Company Group with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of this Agreement, the NEDCP and the Plan survive any settlement of the Award and remain in full force and effect.
11.7 Severability. Each section and subsection of this Agreement are separate, distinct and severable from each other. If a section or subsection of this Agreement is determined to be invalid or
unenforceable, such invalidity or unenforceability applies to the section or subsection only to the extent of that invalidity or unenforceability and does not affect the validity or enforceability of any other section or subsection.
11.8 Applicable Law. This Agreement is governed by the laws of the State of Delaware as such laws are applied to agreements between Delaware residents entered into and to be performed entirely within the State of Delaware.
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11.9 Confidentiality. The Participant shall not at any time divulge, communicate, use to the detriment of the Company or for the benefit of any other person or persons, or misuse in any way, any Confidential Information. Any Confidential Information now or hereafter acquired by the Participant shall be deemed a valuable, special and unique asset of the Company that is received by the Participant in confidence and as a fiduciary, and the Participant shall remain a fiduciary to the Company with respect to all of such information. “Confidential Information” means, for purposes of this Agreement, all information included in the Grant Notice or this Agreement which is not generally or publicly known (other than as a result of unauthorized disclosure by the Participant).
11.10 No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations or assessments regarding the Participant’s participation in the Plan, or his or her acquisition or sale of the underlying shares of Stock. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
11.11 Country-Specific Terms and Conditions. Notwithstanding any other provision of this Agreement to the contrary, the Award shall be subject to the specific terms and conditions, if any, set forth in the Appendix to this Agreement which are applicable to the Participant’s country of residence, the provisions of which are incorporated in and constitute part of this Agreement. Moreover, if the Participant relocates to one of the countries included in the Appendix, the specific terms and conditions applicable to such country will apply to the Award to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with applicable laws or facilitate the administration of the Plan or this Agreement.
11.12 Language. Participant acknowledges that he or she has expressly requested and is satisfied that this Agreement or any other document related to the Plan be drafted in English only. Le Participant reconnait avoir expressément demandé et est satisfait(e) que cette entente et tout document relatif au régime soient rédigés uniquement en anglais.
[End of Agreement]
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EXHIBIT A
Vesting and Termination of Service
Vesting and Termination of Service (only one item will be checked):
1. ______
100% of the Units will become nonforfeitable on the earlier of (1) the first anniversary of the Grant Date, or (2) the date of the Company’s next Annual General Meeting of Stockholders after the Grant Date, provided that in either case, the Participant has remained in continuous service to the Company through the applicable vesting date. Upon a cessation of the Participant’s service to the Company for any reason, any Units that are not then nonforfeitable will immediately and automatically, without any action on the part of the Company, be forfeited, and the Participant will have no further rights with respect to those Units. Settlement of a nonforfeitable Unit will occur during the 30 day period after such Unit becomes nonforfeitable (but in all events not later than the date required for such Unit to qualify for exemption under Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4)(A)).
2. ______
25% of the Units will become nonforfeitable on the last day of each fiscal quarter of the fiscal year of the Company in which the Grant Date occurs, provided that the Participant has remained in continuous service to the Company through the applicable date. Upon a cessation of the Participant’s service to the Company for any reason, (1) a pro-rata portion of the Units that are scheduled to vest on the last day of the fiscal quarter of the Company in which such cessation of service occurs will become nonforfeitable (pro-rated based on the number of days the Participant served on the Board during the fiscal quarter of the Company in which such cessation of service occurred), (2) all Units that are not then nonforfeitable (determined after the application of the pro-rata vesting in clause (1) above) will immediately and automatically, without any action on the part of the Company, be forfeited, and (3) the Participant will have no further rights with respect to any such forfeited Units. Settlement of a nonforfeitable Unit will occur during the 30 day period commencing on the last day of the fiscal quarter in which such Unit becomes nonforfeitable (but in all events not later than the date required for such Unit to qualify for exemption under Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4)(A)).
[end of Exhibit A]
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APPENDIX TO AGREEMENT
ADDITIONAL TERMS AND CONDITIONS OF
RESTRICTED STOCK UNITS AGREEMENT
UNDER THE
LULULEMON ATHLETICA INC. 2023 EQUITY INCENTIVE PLAN
This Appendix includes additional terms and conditions that govern the Restricted Stock Units granted to the Participant under the Plan if the Participant resides in one of the countries listed below. Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Agreement.
The Participant understands and agrees that the Company strongly recommends that the Participant not rely on the information herein as the only source of information relating to the consequences of participation in the Plan because applicable rules and regulations regularly change, sometimes on a retroactive basis, and the information may be out of date at the time the Restricted Stock Units vests or the shares of Stock are issued under the Plan.
The Participant further understands and agrees that if the Participant is a citizen or resident of a country other than the one in which the Participant is currently working, transfer employment or service after grant of the Participant, or is considered a resident of another country for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.
AUSTRALIA
This addendum applies to all Participants who are resident in, a citizen of, or otherwise subject to tax in Australia in respect of Performance-based Restricted Stock Units granted to them (“Australian Participants”). In the event of any conflict between the Plan and this Addendum, this Addendum shall prevail for Participants who are Australian Participants.
Terms and Conditions
Foreign Exchange
Participant acknowledges and agrees that it is the Participant’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the inflow of funds from the vesting of the Restricted Stock Units or subsequent sale of the underlying shares of Stock and any dividends (if any) and that the Participant shall be responsible for any reporting of inbound international fund transfers required under applicable law. The Participant is advised to seek appropriate professional advice as to how the exchange control regulations apply to the Participant’s specific situation.
Securities Law Information
The offer of the Restricted Stock Units is being made under Division 1A, Part 7.12 of the Corporations Act (Cth) (“Corporations Act”) and in accordance with the Company’s constitution.
Notifications
Nature of Plan and Offer
The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in that Act).
Notwithstanding any other provision of the Plan, no Restricted Stock Units may be granted to an Australian Participant:
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(a) if the Australian Participant is not an Employee, Director or Consultant of the Company or any subsidiary of the Company; or
(b) if the Restricted Stock Units will result in the Australian Participant holding a greater than 10% interest in the Company as determined in accordance with sections 83A-45(6) and (7) of the Income Tax Assessment Act 1997 (Cth).
References to tax withholding in clause 17 of the Plan includes any liability that the Company is required by law to pay as a result of or in connection with the grant of Restricted Stock Units to an Australian Participant or an amount being included in an Australian Participant’s assessable income under Division 83A of the Income Tax Assessment Act 1997 (Cth) in relation to his or her Restricted Stock Units for an income year, including TFN Withholding Tax under section 14-155 of Schedule 1 to the Taxation Administration Act 1953 (Cth).
No Advice or Recommendation
This Agreement is not intended to provide the sole or principal basis of any investment or credit decision or any other risk evaluation. The information contained in this Agreement is not a recommendation by the Company or any other person that any investor subscribes for shares of Stock in the Company. Each Participant must conduct his or her own investigations and analysis of the operations and prospects of the Company that it considers necessary or desirable and should determine for itself its interest in acquiring shares of Stock in the Company on the basis of such independent assessment and investigation.
Privacy
In addition to Section 14 of this agreement, the Australian Participant understands and acknowledges that:
(a) the personal information collected, maintained, processed and disclosed may include the Participant’s tax file number (“TFN”);
(b) the Australian Participant is not required to provide their TFN and declining to provide their TFN is not an offence, however, there may be financial consequences if the Australian Participant does not provide their TFN;
(c) where possible, the Company will collect personal information about the Australian Participant directly from the Australian Participant, however on occasion the Company may need to collect personal information about the Australian Participant from its related entities, service providers or other third parties;
(d) the purposes for which personal information may be collected, maintained, processed and disclosed includes the fulfilment of any legal and regulatory requirements (such as under the Income Tax Assessment Act 1997 (Cth));
(e) in order to implement, administer and manage the Australian Participant’s participation in the Plan, the Company may disclose personal information about the Australian Participant to the Australian Tax Office;
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(f) if the personal information (other than TFN) the Australian Participant provides to the Company is incomplete or inaccurate, the Company may not be able to implement, administer or manage the Australian Participant’s participation in the Plan;
(g) more information about the way the Company collects, maintains, processes and discloses the Australian Participant’s personal information, how the Australian Participant can access and correct that personal information, and how the Australian Participant can make a complaint about a breach of the Australian Privacy Principles contained in the Privacy Act 1988 (Cth) (“Privacy Act”), can be accessed by contacting the Australian Participant’s local human resources representative as found on the Company intranet.
(h) In the context of the Australian Participant, ‘personal information’ has the meaning given in the Privacy Act.
CANADA
Terms and Conditions
Termination of Service
Notwithstanding any provision of the Plan or this Agreement, the following provision shall apply to Participants employed in Canada on the date on which notification of termination (for any reason, with or without cause) or resignation from Service is delivered:
For purposes of this Agreement, the Participant’s termination date shall mean the later of (i) the date upon which the Participant ceases to perform Services for the Company following the provision of such notification of termination or resignation from Service and (ii) the end of any minimum statutory period of notice of termination (if any) required by applicable employment or labor standards legislation. For clarity, unless otherwise expressly provided in this Agreement or determined by the Company, no Award will vest under the Plan following the Participant’s termination date, and the termination date will not be extended by any period of deemed notice of termination under contract or at common or civil law in respect of which the Participant may receive pay in lieu of notice of termination or damages in lieu of such notice. The Participant will not be entitled to any further payments in respect of the value of any Award that has not yet vested as of the Participant’s termination date and no Award or any pro-rated portion thereof shall be included in any entitlement to any pay in lieu of notice of termination or damages in lieu of such notice.
Notifications
Tax Matters
All Awards granted under this Agreement shall be designated as “non-qualified securities” under subsection 110(1.4) of the Canadian Income Tax Act (the “Act”). For greater certainty, all designated Awards (i.e., Restricted Stock Units) will be considered non-qualified securities for the purposes of section 110 of the Act, including the calculation of the “annual vesting limit” under subsection 110(1.31). The employer will provide notice of this designation to the Participant and the Canada Revenue Agency as required by subsection 110(1.9) of the Act.
Securities Law Information
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The Participant is permitted to sell shares of Stock acquired through the Plan through the designated broker appointed by the Company, provided the resale of shares of Stock acquired under the Plan takes place outside of Canada, including, if applicable, through the facilities of a stock exchange on which the shares of Stock are listed.
All restricted stock units granted under this agreement shall be designated as “non-qualified securities” under subsection 110(1.4) of the Income Tax Act (the “Act”). For greater certainty, all designated restricted stock units will be considered to be non-qualified securities for the purposes of section 110 of the Act, including the calculation of the “annual vesting limit” under subsection 110(1.31). The employer will provide notice of this designation to the employee and the Canada Revenue Agency as required by subsection 110(1.9) of the Tax Act.
Foreign Asset/Account Reporting Information
Canadian residents are required to report any foreign property (e.g., shares of Stock acquired under the Plan and possibly unvested Award) on form T1135 (Foreign Income Verification Statement) if the total cost of their foreign property exceeds a certain legally designated amount at any time in the year. It is the Participant’s responsibility to comply with these reporting obligations, and the Participant shall consult with his or her personal tax advisor in this regard.
Share Settlement of Award
Notwithstanding anything to the contrary in the Plan or this Agreement, Awards granted to Canadian Participants shall only be settled in shares of Stock and shall not be settled in cash.
CHINA
Terms and Conditions
Termination of Service
Notwithstanding the provisions under section 4.4 of the Agreement, if the Participant’s Service terminates by reason of retirement, any unvested Units that will vest over 12 months following the date of retirement shall become Vested Units on the date of such termination.
All vested Restricted Stock Units shall be settled and all shares of Stock issued in settlement of vested Restricted Stock Units shall be sold within ninety (90) days from the termination of the Participant's Service subject to the following:
•Upon the end of the aforesaid 90-day period, if there are any unsettled Restricted Stock Units, on the first trading day following the expiry of the 90-day period, all such Restricted Stock Units will automatically be settled and all shares of Stock subject to such Restricted Stock Units will automatically be sold on behalf of the Participant.
•Upon the end of the aforesaid 90-day period, if there are any remaining shares of Stock issued to the Participant in settlement of vested Restricted Stock Units, all such shares of Stock will automatically be sold on behalf of the Participant on the first trading day after the expiry of the 90-day period.
Notification
Special Administration in China.
The participation in the Plan by the Participant shall be subject to the China Subsidiary Corporation obtaining approval from the State Administration of Foreign Exchange (“SAFE”) for the related foreign exchange transaction and the establishment of a SAFE-approved bank account. The receipt of funds by
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the Participant from the sale of the shares and the conversion of those funds to the local currency shall be registered with the SAFE. In order to comply with the SAFE regulations, the proceeds from the sale of the shares shall be repatriated into China through the SAFE-approved bank account set up and monitored by the China Subsidiary Corporation. The Participant may contact his or her local HR office for more details about the SAFE-approved bank account.
The Participant hereby acknowledges and agrees that such proceeds (net of applicable China tax) will be transferred to the SAFE-approved account prior to being delivered to the China Participant’s personal account and that neither the China Subsidiary Corporation, the Company nor any Parent Corporation or Subsidiary Corporation shall be liable for any delays or foreign exchange rate fluctuation that may happen in this process.
Data Privacy Consent
China Participant hereby consents to the Company, any Parent Corporation or Subsidiary Corporation or any third party, collecting China Participant’s personal information (including sensitive information) necessary to administer and operate the Plan and disclosing any personal information necessary to administer and operate the Plan to the Company, any Parent Corporation or Subsidiary Corporation or any third party engaged to assist in implementing the Plan, who may be situated in or outside China.
FRANCE
Terms and Conditions
Awards Not Tax-Qualified
The Award is not intended to be a tax-qualified or tax-preferred award, including without limitation, under Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code. The Participant is encouraged to consult with a personal tax advisor to understand the tax and social insurance implications of the Award.
Language Consent
By accepting the French Award, the Participant confirms having read and understood the documents relating to this grant (the Plan and the Agreement) which were provided in the English language. The Participant accepts the terms of those documents accordingly. The Participant confirms that the Participant has a good knowledge of the English language.
En acceptant l’Attribution, le Bénéficiaire confirme avoir lu et compris les documents relatifs à cette attribution (le Plan et ce Contrat) qui ont été fournis en langue anglaise. Le Bénéficiaire accepte les dispositions de ces documents en connaissance de cause. Etant précisé que le Titulaire a une bonne maîtrise de la langue anglaise.
Notifications
Securities Law Information
The grant of Award under the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Regulation as implemented in France.
Foreign Asset/Account Information
The Participant may hold shares of Stock acquired upon vesting/settlement of the Award, any proceeds resulting from the sale of shares of Stock or any dividends paid on such shares of Stock outside of France, provided the Participant declares all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) with his or her annual income tax return. Failure to complete this reporting may trigger penalties for the Participant.
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GERMANY
Notifications
Exchange Control Information
If the Participant remits proceeds in excess of EUR 12,500 out of or into Germany, such cross-border payment must be reported monthly to the State Central Bank (Bundesbank). In the event that the Participant makes or receives a payment in excess of this amount, the Participant is responsible for obtaining the appropriate form from a German bank and complying with applicable reporting requirements. In addition, the Participant may be required to report the acquisition or sale of securities (including shares of Stock acquired under the Plan) to the Bundesbank via email or telephone if the value of the securities acquired exceeds EUR 12,500. The Participant is responsible for complying with applicable reporting requirements and should consult with a personal legal advisor to ensure compliance.
Securities Law Information
The grant of Restricted Stock Units under the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Regulation as implemented in Germany.
Terms and Conditions
Prohibition on Insider Dealing
The Participant should be aware of the insider dealing rules of the Regulation (EU) No 596/2014 of the European Parliament and Council (Market Abuse Regulation) apply in Germany, which may affect transactions under the Plan such as e.g. the subscription or participation, the suspension, the cancellation or an amending order, the acquisition or sale of shares of Stock acquired under the Plan, if the Participant has inside information regarding the Company. The Participant is advised to determine carefully whether he or she has inside information in respect of the Company and whether and to what extent insider dealing rules can apply to him or her. In case of uncertainty, the Company recommends that the Participant consult with a legal advisor.
Limitation of Liability
The Participant is responsible for compliance with any laws to be observed by the Participant in person in conjunction with the participation in the Plan. The Company cannot be held liable if the Participant violates German law or any other applicable rules to be complied with by the Participant in conjunction with the participation in the Plan including but not limited to insider dealing restrictions under the Market Abuse Regulation.
HONG KONG
Notification
Securities Law Notice
WARNING: The Restricted Stock Units and shares of Stock issued upon settlement of the Restricted Stock Units do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company. The Agreement, including this Appendix, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. Nor have the documents been reviewed by any regulatory authority in Hong Kong. The Restricted Stock Units are intended only for the personal use of each eligible employee of the Company or its Participating Companies and may not be distributed to any other person. If the Participant is in any doubt about any of the contents of the Agreement, including these additional terms, or the Plan, the Participant should obtain independent professional advice.
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Occupational Retirement Schemes Ordinance Alert
The Company specifically intends that neither the Award nor the Plan will be considered or deemed an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ORSO”).
Terms and Conditions
Sale of Shares
Any shares of Stock received at grant or vesting are accepted as a personal investment. In the event that any portion of this Award vests within six months of the grant date, the Participant agrees that he or she will not offer to the public or otherwise dispose of the shares of Stock acquired prior to the six-month anniversary of the grant date.
INDIA
Terms and Conditions
Application
This Addendum shall apply to any non-U.S. Participant (a) that is resident in, or otherwise subject to tax in India; or (b) in circumstances where the Company, in exercising its discretion determines this addendum shall apply to the non-U.S. Participant (“Indian Participant”).
Grant of Units
The Indian Participant acknowledges that under the Indian exchange control regulations, only employees or directors, of an office in India or branch of the Company or a subsidiary in India of the Company or of an Indian entity in which the Company has direct or indirect equity holding (“Indian Employer” and the employee or director of the Indian Employer shall hereafter be referred as “Indian Employee”), can receive shares of Stock underlying Restricted Stock Units under the Plan. Accordingly, Restricted Stock Units can be granted only to such Indian Participant who qualifies as an Indian Employee. Further, to the extent that the Indian Participants are not Indian Employees at the time of grant of such Restricted Stock Units, shares of Stock may be issued to such Indian Participant only if permitted by, and in accordance with, the Indian exchange control laws including but not limited to the Foreign Exchange Management (Overseas Investment) Rules, 2022, as amended from time to time. If the issuance of shares of Stock underlying Restricted Stock Units, whether in whole or in part, is not so permitted under the Indian exchange control laws in force at the time, then the Company shall have sole discretion to decide an alternative manner in which the Restricted Stock Units may be settled. It is hereby clarified that the discretion allowed to the Company can also include forfeiture of the Restricted Stock Units, entirely or in part, without consideration or for a cash consideration or otherwise, to the extent that such grant and consequential issue of shares of Stock is not permitted under the applicable Indian exchange control laws in force at the time of grant of such Restricted Stock Units.
It is hereby clarified that “indirect equity holding” in this paragraph means indirect foreign equity holding through a special purpose vehicle or step down subsidiary.
Compliance of Indian Employer.
On acquisition or divestment of shares of Stock or reinvestment of proceeds from such sale, the Indian Employee agrees to provide to the Indian Employer in due time, true and accurate details regarding all such transactions, including amount of proceeds received and all supporting documents evidencing such transactions (such as bank account statements or share certificates). It is hereby clarified that the Indian
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Employee also permits the Indian Employer to disclose such information to an authorized dealer bank, Reserve Bank of India or any other regulatory authority, to comply with the Indian Employer’s reporting obligations under the Indian exchange control laws or any other laws applicable at that point in time.
Further, dividend income arising out of shares of Stock issued under the Plan shall, within 180 days, (i) either be re-invested under the OPI route, or (ii) be repatriated back to India.
Tax Withholding
The following provision supplements Section 7 of this Agreement:
The Indian Employee agrees that under the provisions of the (Indian) Income Tax Act, 1961, the employer and/or the Company would be required to withhold Tax-Related Items on the value of the benefit earned by the Indian Employee as a result of the Indian Employee’s’ participation in the Plan. Such benefit shall be computed according to the provisions of the (Indian) Income Tax Act, 1961, read with the (Indian) Income Tax Rules, 1962.
The Indian Employee agrees that the Indian Employer and/or the Company may calculate the Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right that the Indian Employee may have to recover any overpayment from the relevant tax authorities. The Indian Employee agrees that the Indian Employer and/or the Company may withhold the Tax-Related Items from the Indian Employee’s wages or other cash compensation paid to the Indian Employee by the Company and/or the Indian Employer. The Indian Employee agrees to pay to the Company or the Indian Employer the Tax-Related Items that the Company or the Indian Employer may be required to withhold or account, if such Tax-Related Items cannot be satisfied by the means previously described.
The Indian Employee acknowledges that, regardless of any action taken by the Company or the Employer, the ultimate liability for all Tax-Related Items is and remains the responsibility of the Indian Employee and may exceed the amount actually withheld by the Company or the Indian Employer.
Share Valuation
The amount subject to tax as per the Indian tax laws will depend upon a valuation that the Company or Indian Employer will obtain from a Category I Merchant Banker in India. The Company or Indian Employer has no responsibility or obligation to obtain the most favorable valuation possible nor obtain valuations more frequently than required under Indian tax law.
Supplement to Section 5.8 and 5.9 of the Agreement
In the event the applicable law in India, including the Indian exchange control regulations in place at the relevant point in time, does not permit clawing back any benefits already accrued to the Indian Employee, then the Company and /or the Indian Employer shall have the right, in its discretion, to determine the manner in which such exercise of clawing back of benefits (acquisition of shares and / or remittance of funds by the Indian Employee) shall be effected, including requiring the Indian Employee to apply for necessary regulatory approvals or such other method as the Company / Indian Employer deems appropriate.
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Notifications/Exchange Control Information
The Indian Employee understands and agrees that, in case the proceeds if not reinvested, he or she must repatriate any proceeds from the sale of shares of Stock acquired under the Plan to India and convert the proceeds into local currency within 180 days or such time as prescribed under applicable Indian exchange control laws as may be amended from time to time. The Indian Employee will receive a foreign inward remittance certificate ("FIRC") from the bank where he or she deposits the foreign currency. The Indian Employee should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or his or her Indian Employer requests proof of repatriation.
Foreign Asset/Account Reporting Information
Indian residents are required to declare the following items in their annual tax return: (i) any foreign assets held by them (including shares of Stock acquired under the Plan), and (ii) any foreign bank accounts for which they have signing authority. It is the Indian Employee’s ability to comply with applicable foreign asset tax laws in India and the Indian Employee should consult with his or her personal tax advisor to ensure that the Indian Employee is properly reporting his or her foreign assets and bank accounts. The Indian Employee’s employer will issue a Form 16 to the Indian Employee and report perquisites in Form 12BA after the end of the Financial Year.
Data Privacy
The following provision supplements Section 14 of this Agreement.
The Indian Employee acknowledges that personal information, including sensitive personal data or information, in relation to them may be shared by their Indian Employer with and held by the Company Group, and passed onto a third party advisor, administrator and/or future purchaser of the Company Group for the purposes of the operation or administration of the Plan. Further information about how the Company Group will process personal information of the Indian Employee is set out in the Company’s privacy notice, available on the Company intranet.
Grievance Redressal in relation to Personal Data
Any discrepancies and grievances of the Indian Employee with respect to processing of personal information, including sensitive personal data or information data may be informed to the designated grievance officer to your People & Culture contact.
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IRELAND
Notifications
Director Notification Requirement
If the Participant is a director, shadow director or secretary of an Irish Affiliate, the Participant is required to notify such Irish Affiliate in writing within five business days of (i) receiving or disposing of an interest exceeding 1% of the share capital of the Company (e.g., Award, shares of Stock, etc.), (ii) becoming aware of the event giving rise to the notification requirement, or (iii) becoming a director, shadow director or secretary of an Irish Affiliate if such interest exceeding 1% of share capital of the Company exists at the time. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary, as the case may be).
Securities Law Information
The grant of Award under the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Regulation as implemented in Ireland.
ITALY
Terms and Conditions
Plan Document Acknowledgement
In accepting the Award, the Participant acknowledges that they have received a copy of the Plan and this Agreement and have reviewed the Plan and this Agreement in their entirety and fully understand and accept all provisions of the Plan and this Agreement.
Notifications
Foreign Asset/Account Reporting Information
If the Participant holds investments abroad or foreign financial assets (e.g., cash, shares of Stock, Performance-based restricted stock units) that may generate income taxable in Italy, the Participant is required to report them on their annual tax returns (UNICO Form, RW Schedule) or on a special form if no tax return is due, irrespective of their value. The same reporting duties apply to the Participant if they are a beneficial owner of the investments, even if the Participant does not directly hold investments abroad or foreign assets.
Foreign Asset Tax Information
The value of financial assets held outside Italy by Italian residents is subject to a foreign asset tax, subject to an exemption. The taxable amount will be the fair market value of the financial assets (e.g., shares of Stock) assessed at the end of the calendar year.
JAPAN
Notifications
Foreign Exchange
Under certain circumstances, the Participant may be required to file a report with the Ministry of Finance if the Participant intends to acquire shares of Stock whose value exceeds a certain amount. The reporting, if required, is due within 20 days from the acquisition of the shares of Stock. The reporting requirements vary depending on whether the relevant payment is made through a bank in Japan.
The participant is advised to seek appropriate professional advice as to how the exchange control regulations apply to his or her specific situation. Please note that laws and regulations change frequently and occasionally on a retroactive basis.
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Foreign Asset/Account Reporting Information
Japanese residents holding assets outside of Japan with a total net fair market value exceeding a certain legally designated amount (as of December 31 each year) are required to comply with annual tax reporting obligations with respect to such assets. The participant is advised to consult with a personal tax advisor to ensure that he or she is properly complying with applicable reporting requirements.
Securities Law Information
The Award and the shares of Stock have not been registered under the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948), as amended (the “FIEA”). The Award and the shares of Stock issuable upon the exercise of Award may not be offered or sold in Japan or to, or for the benefit of, any resident of Japan or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan. As used herein, the term "resident of Japan" means any natural person having his place of domicile or residence in Japan, or any corporation or other entity organized under the laws of Japan or having its main office in Japan.
KOREA
Notifications
Foreign Assets Reporting Information
Korean residents shall declare all foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts, etc.) to the Korean tax authority and file a report with respect to such accounts if the value of such accounts exceeds a certain threshold in KRW (or an equivalent amount in foreign currency). The Participant should consult with his or her personal tax advisor to determine how to value his or her foreign accounts for purposes of this reporting requirement and whether he is she is required to file a report with respect to such accounts.
MACAU
Notifications
Securities Law Notice
The grant of the Award does not trigger affirmative securities compliance obligations in Macau.
MALAYSIA
Notifications
Securities Law Notice
The grant of the Award has been made in compliance with applicable Malaysian securities requirements including, as appropriate, filing an Information Memorandum with the Malaysian Securities Commission.
Malaysian Insider Trading Notification
The Participant should be aware of the Malaysian insider-trading rules, which may impact the Participant’s acquisition or disposal of shares or rights to shares under the Plan. Under the Malaysian insider-trading rules, the Participant is prohibited from acquiring or selling shares or rights to shares (e.g., an award under the Plan) when the Participant is in possession of information which is not generally available and which the Participant knows or should know will have a material effect on the price of shares once such information is generally available.
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Director Notification Obligation
If the Participant is a director of the Company's Malaysian Participating Company, the Participant is subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian Participating Company in writing when the Participant receives or disposes of an interest (e.g., an award under the Plan or shares) in the Company or any related company. Such notifications shall be made within 14 days of receiving or disposing of any interest in the Company or any related company.
MEXICO
Terms and Conditions
Plan Document Acknowledgement
By accepting the Award, the Participant acknowledges that they have received a copy of the Plan, the Grant Notice and the Agreement, including this Appendix, which they have reviewed. The Participant acknowledges further that they accept all the provisions of the Plan, the Grant Notice, and the Agreement, including this Appendix. The Participant also acknowledges that they have read and specifically and expressly approve the terms and conditions set forth in Section 13 of the Agreement, which clearly provides as follows:
(a) The Participant’s participation in the Plan does not constitute an acquired right;
(b) The Plan and the Participant’s participation in it are offered by the Company on a wholly discretionary basis;
(c) The Participant’s participation in the Plan is voluntary; and
(d) The Company and Participating Companies are not responsible for any decrease in the value of any shares of Stock acquired upon settlement of the Awards.
Labor Law Policy and Acknowledgement
By accepting the Award, the Participant expressly recognizes that the Company, with registered offices at 1818 Cornwall Avenue, Vancouver, British Columbia V6J 1C7 Canada, is solely responsible for the administration of the Plan and that the Participant’s participation in the Plan and acquisition of shares of Stock do not constitute an employment relationship between the Participant and the Company since the Participant is participating in the Plan on a wholly commercial basis and the Mexican Participating Company is the Participant’s sole employer in Mexico. Based on the foregoing, the Participant expressly recognizes that the Plan and the benefits that the Participant may derive from participating in the Plan do not establish any rights between the Participant and the Mexican Participating Company and do not form part of the employment conditions and/or benefits provided by the Mexican Participating Company, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Participant’s employment.
The Participant further understands that their participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue the Participant’s participation at any time without any liability to the Participant.
Finally, the Participant hereby declares that they do not reserve to themselves any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and the Participant therefore grants a full and broad release to the Company and any Participating Companies, branches, representative offices, shareholders, directors, officers, employees, agents, or legal representatives with respect to any claim that may arise.
Spanish Translation
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Reconocimiento del Documento del Plan
Al aceptar las Unidades de Acciones Restringidas, el Participante reconoce que ha recibido una copia del Plan, el Anuncio del Premio, y el Acuerdo, con inclusión de este Apéndice, los cuales que el Participante ha revisado. El Participante reconoce, además, que acepta todas las disposiciones del Plan, el Anuncio del Premio, y el Acuerdo, con inclusión de este Apéndice. El Participante también reconoce que ha leído y que concretamente aprueba de forma expresa los términos y condiciones establecidos en la Sección 13 del Acuerdo, que claramente dispone lo siguiente:
(a) La participación del Participante en el Plan no constituye un derecho adquirido;
(b) El Plan y la participación del Participante en el Plan se ofrecen por la Compañía en su discrecionalidad total;
(c) La participación del Participante en el Plan es voluntaria; y
(d) La Compañía y sus compañías Participantes no son responsables de ninguna disminución en el valor de las acciones adquiridas al conferir las Unidades de Acciones Restringidas.
Política Laboral y Reconocimiento
Al aceptar las Unidades de Acciones Restringidas Cornwall Avenue, Vancouver, British Columbia V6J 1C7 Canada, es la única responsable por la administración del Plan y que su participación en el Plan, y en su caso la adquisición de Acciones, no constituyen una relación de trabajo entre el Participante y la Compañía, ya que el Participante participa en el Plan en un marco totalmente comercial y porque la Compañía Participante Mexicana es el único patrón del Participante en México. Derivado de lo anterior, el Participante expresamente reconoce que el Plan y los beneficios que pudieran derivar al participar en el Plan no establecen derecho alguno entre el Participante y la Compañía Participante Mexicana y no forma parte de las condiciones de trabajo y/o las prestaciones otorgadas por la Compañía Participante Mexicana, y que cualquier modificación al Plan o su terminación no constituye un cambio o desmejora de los términos y condiciones relacionados al trabajo.
Asimismo, el Participante reconoce que su participación en el Plan se ha resultado de una decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o terminar la participación del Participante en cualquier momento y sin responsabilidad alguna frente del Participante.
Finalmente, el Participante por este medio declara que no se reserva ningún derecho o acción en contra de la Compañía por cualquier compensación o daños y perjuicios en relación de las disposiciones del Plan o de los beneficios derivados del Plan, y por lo tanto, el Participante otorga el más amplio finiquito que en derecho proceda a la Compañía y cualquieras Compañías Participantes, oficinas de representación, accionistas, directores, autoridades, empleados, agentes, o representantes legales en relación con cualquier demanda que pudiera surgir.
Notifications
Securities Law Information
The Awards granted, and any shares of Stock acquired, under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Agreement and any other document relating to the Awards may not be publicly distributed in Mexico. These materials are addressed to the Participant because of their existing relationship with the Company and any Participating Company, and these materials should not be reproduced or copied in any form. The offer
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contained in these materials does not constitute a public offering of securities but rather constitutes a private placement of securities addressed specifically to individuals who are present employees of the Mexican Participating Company in Mexico and made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.
NETHERLANDS
Notifications
Prohibition Against Insider Trading
The Participant should be aware of the Dutch insider trading rules, which may affect the sale of shares acquired under the Plan. In particular, the Participant may be prohibited from effecting certain share transactions if the Participant has insider information regarding the Company. Below is a discussion of the applicable restrictions. The Participant is advised to read the discussion carefully to determine whether the insider rules could apply to him or her. If it is uncertain whether the insider rules apply, the Company recommends the Participant consult with a legal advisor. The Company cannot be held liable if you violate the Dutch insider trading rules. The Participant is responsible for ensuring compliance with these rules.
Dutch securities laws prohibit insider trading. As of 3 July 2016, the European Market Abuse Regulation (MAR), is applicable in the Netherlands. For further information, the Participant is referred to the website of the Authority for the Financial Markets (AFM): https://www.afm.nl/en/sector/themas/marktmisbruik.
Given the broad scope of the definition of inside information, certain employees of the Company working at its Dutch Participating Company may have inside information and thus are prohibited from making a transaction in securities in the Netherlands at a time when they have such inside information. By entering into the Agreement and participating in the Plan, the Participant acknowledges having read and understood the notification above and acknowledges that it is his or her responsibility to comply with the Dutch insider trading rules, as discussed herein.
Securities Law Information
The grant of the Award is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Regulation as implemented in the Netherlands.
NEW ZEALAND
Notification
Securities Law Information
WARNING. This is an offer of a right to purchase shares of Stock. The shares of Stock, if issued, give the Participant a stake in the ownership of the Company. The Participant may receive a return if dividends are paid.
If the Company runs into financial difficulties and is wound up, the Participant will be paid only after all creditors and holders of preference stock have been paid. The Participant may lose some or all of their investment.
New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors make an informed decision. The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a
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result, the Participant may not be given all of the information usually required. The Participant will also have fewer other legal protections for this investment.
The shares of Stock are quoted on the Nasdaq. This means that if the Participant acquires shares of Stock under the Plan, the Participant may be able to sell such shares on the Nasdaq if there are interested buyers. If the Participant sells their investment, the price they get may vary depending on factors such as the financial condition of the Company. The Participant may receive less than the full amount that they paid for the investment. The price will depend on the demand for shares of Stock.
A copy of the Company’s most recent financial statements (and, if applicable, a copy of the auditor’s report on those financial statements), as well as information about the risk factors impacting the Company’s business that may affect the value of the shares of Stock, are included in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. These documents have been filed with the U.S. Securities and Exchange Commission.
The Participant should ask questions, read all documents carefully, and seek independent financial advice before committing themselves.
NORWAY
Notifications
Securities Law Information
The grant of Award under the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Regulation as implemented in Norway.
Limitation of liability
The Participant is responsible for compliance with any laws to be observed by the Participant in person in conjunction with the participation in the Plan. The Company cannot be held liable if the Participant violates Norwegian law or any other applicable rules to be complied with by the Participant in conjunction with the participation in the Plan including but not limited to insider dealing restrictions under any applicable law.
Tax Consultation
The Participant understands that he or she may suffer adverse tax consequences as a result of the Participant’s acquisition or disposition of the shares of Stock. The Participant is encouraged to seek personal tax advice in connection with the acquisition or disposition of shares of Stock. The Participant acknowledges that the Participant is not relying on the Company or any Participating Company for any tax advice.
SINGAPORE
Notifications
Securities Law Information
The grant of the Restricted Stock Units is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The participant should note that the Restricted Stock Units are subject to section 257 of the SFA and
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Participant will not be able to make any subsequent sale in Singapore of the shares of Stock acquired through the vesting of the Restricted Stock Units or any offer of such sale in Singapore unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.
Director Notification Obligation
If the Participant is a director, associate director or shadow director of a Singapore Affiliate, the Participant is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore Affiliate in writing when the Participant receives an interest (e.g., Restricted Stock Units or shares of Stock) in the Company or any Affiliate. In addition, the Participant shall notify the Singapore Affiliate when the Participant sells shares of Stock of the Company or any Affiliate (including when the Participant sells shares of Stock acquired through the vesting of Restricted Stock Units). These notifications shall be made within two business days of acquiring or disposing of any interest in the Company or any Affiliate. In addition, a notification shall be made of the Participant’s interests in the Company or any Affiliate within two business days of becoming a director.
SPAIN
Terms and Conditions
Service Conditions
This provision supplements Section 12 of the Agreement:
In accepting this Award, the Participant consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan.
The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant Award under the Plan to individuals who may be employees of the Company or a Participating Company throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Participating Company. Consequently, the Participant understands that this Award is granted on the assumption and condition that this Award and any restricted stock units acquired upon exercise of this Award are not part of any employment contract (either with the Company or any Participating Company) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that this Award would not be granted to the Participant but for the assumptions and conditions referred to herein; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of this Award shall be null and void.
This Award is a conditional right to restricted stock units and will be forfeited in the case of the Participant’s termination of employment, unless otherwise set forth in Section 4 of the Agreement. This will be the case even if (1) the Participant is considered to be unfairly dismissed without good cause; (2) the Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Participant terminates employment due to a change of work location, duties or any other employment or contractual condition; (4) the Participant terminates employment due to unilateral breach of contract of the Company or any of its Participating Companies; or (5) the Participant’s employment terminates for any other reason whatsoever, other than by reason of death, retirement or Disability. Consequently, upon termination of the Participant’s employment for any of the reasons set forth above, the Participant will automatically lose any rights to the unvested Award granted to him or her as of the date of the Participant’s termination of employment, as described in the Plan and the Agreement.
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Notifications
Exchange Control Information
The Participant shall declare the acquisition and sale of shares to the Dirección General de Comercio y Inversiones (the “DGCI”) for statistical purposes. Because the Participant will not purchase or sell the shares through the use of a Spanish financial institution, the Participant shall make the declaration himself or herself by filing a D-6 form with the DGCI. Generally, the D-6 form shall be filed each January while the shares are owned as of December 31 of each year; however, if the value of the shares or the sale proceeds exceed a certain legally designated amount, a declaration shall be filed within one month of the acquisition or sale, as applicable. Therefore, the Participant should consult his or her personal advisor regarding whether he or she will be required to file an informational tax report for assets and rights that he or she holds abroad.
Securities Law Information
The grant of Award under the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Regulation as implemented in Spain.
The Award does not qualify under Spanish Law as securities. No “offer to the public,” as defined under Spanish Law, has taken place or will take place in the Spanish territory. Neither the Plan nor this Agreement have been registered with the Comisión Nacional del Mercado de Valores and do not constitute a public offering prospectus.
Foreign Asset/Account Reporting Information
To the extent that the Participant holds shares and/or has bank accounts outside Spain with a value in excess of a certain legally designated amount (for each type of asset) as of December 31, the Participant will be required to report information on such assets on his or her tax return for such year. After such shares and/or accounts are initially reported, the reporting obligation will apply for subsequent years only if the value of any previously reported shares or accounts increases by more than a certain legally designated amount. The Participant should consult his or her personal advisor in this regard. Further, the Participant is required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the shares held in such accounts if the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceed a certain legally designated amount. Therefore, the Participant should consult his or her personal advisor in this regard.
SRI LANKA
Scope and Application
This applies to any Participant who is a person resident of Sri Lanka for the purposes of the Foreign Exchange Act, No. 12 of 2017, the Inland Revenue Act, No. 24 of 2017, of Sri Lanka and their subordinate legislation.
Compliance with Foreign Exchange Regulations
The acquisition, holding, and disposal of Stock under this Plan constitute a capital transaction undertaken outside Sri Lanka and are subject to the Foreign Exchange (Classes of Capital Transactions Undertaken Outside Sri Lanka by a Person Resident in Sri Lanka) Regulations No. 1 of 2021, as the same may be amended from time to time (“2021 Regulations”).
Each Participant shall, where required by law, open and maintain an Outward Investment Account with an authorised dealer in Sri Lanka for the purposes of receiving any dividends, sale proceeds, liquidation proceeds, or other income arising from the Stock or Award. All such proceeds shall be repatriated to Sri
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Lanka through the said outward investment account unless reinvested in accordance with the Plan or as otherwise permitted by the Department of Foreign Exchange.
Taxation
The Participant acknowledges that any benefit derived from the allotment, vesting or exercise of options, or receipt of Stock under this Plan constitutes employment income for Sri Lankan income-tax purposes in accordance with the Inland Revenue Act, No. 24 of 2017, as amended.
The taxable event shall arise at the time the Stock are allotted to the Participant (or on exercise of an option leading to allotment), being the point at which the Participant acquires an unconditional right to such Stock.
The Participating Company (or the Sri Lankan subsidiary of the Participating Company on its behalf) may deduct, withhold, or recover from the Participant such amounts as are necessary to satisfy any tax liability.
The Participant shall indemnify and hold harmless the Participating Company, the Company, and their respective affiliates from and against any liability, interest or penalty arising from the Participant’s failure to cooperate with such deductions or withholdings, or failure to comply with the aforesaid tax obligations.
Employment Status
Participation in the Plan is voluntary and does not form part of the Participant’s terms of employment, remuneration, or any collective employment arrangement for the purposes of Sri Lankan labour law.
Awards granted under the Plan do not give rise to any right to continued employment, nor do they form part of any calculation for salaries, wages, statutory entitlements, or termination benefits under Sri Lankan labour law.
Data and Information Sharing
The Participant consents to the Participating Company (or the Sri Lankan subsidiary of the Participating Company on its behalf) sharing necessary information, including personal, employment and tax details, with the Participating Company, its affiliates, etc., for regulatory compliance and administration of the Plan.
Such information shall be processed in accordance with the Personal Data Protection Act, No. 9 of 2022, and other applicable confidentiality obligations.
SWEDEN
Terms and Conditions
Taxes
The following provision supplements Section 6 of the Agreement:
Without limiting the Company’s and any Affiliate’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 6 of the Agreement, in accepting the grant of the Award, the Participant authorizes the Company and/or an Affiliate to withhold shares of Stock or to sell shares of Stock otherwise deliverable to the Participant upon vesting/settlement to satisfy Tax-Related Items, regardless of whether the Company and/or the Affiliate have an obligation to withhold such Tax-Related Items.
Notifications
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Securities Law Information
The grant of Award under the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Regulation as implemented in Sweden.
Exchange Control
The Participant understands and agrees that foreign and local banks or financial institutions (including brokers) engaged in cross-border transactions generally may be required to report any payments to or from a foreign country exceeding a certain amount to The National Tax Board, which receives the information on behalf of the Swedish Central Bank (Sw.Riksbanken). This requirement may apply even if the Participant has a brokerage account with a foreign broker.
SWITZERLAND
Notifications
Securities Law Information
Neither this document nor any other materials relating to the Restricted Stock Units constitute a prospectus according to article 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), and neither this document nor any other materials relating to the Restricted Stock Units may be publicly distributed nor otherwise made publicly available in Switzerland to any person other than an employee of the Company. Finally, neither this Agreement nor any other offering or marketing materials relating to the Restricted Stock Units have been or will be filed with, approved or supervised by any Swiss regulatory authority (in particular, the Swiss Financial Market Supervisory Authority (FINMA)).
TAIWAN
Terms and Conditions
Data Privacy Acknowledgement
The Participant hereby acknowledges that the Participant has read and understood the terms regarding the collection, processing and transfer of Data contained in the Data Privacy section of this Agreement and, by participating in the Plan, the Participant agrees to such terms. In this regard, upon request of the Participating Company Group retaining the Participant’s Service, the Participant agrees to provide an executed data privacy consent form to the Participating Company Group retaining the Participant’s Service (or any other agreements or consents that may be required by the Participating Company Group retaining the Participant’s Service) that the Participating Company Group retaining the Participant’s Service may deem necessary to obtain under the data privacy laws in the Participant’s country, either now or in the future. the Participant understands that the Participant will not be able to participate in the Plan if the Participant fails to execute any such consent or agreement.
Notifications
Securities Law Information
The Award and any shares of Stock acquired pursuant to the Plan are available only for Employees or directors of the Participating Company Group. The offer is not a public offer of securities by a Taiwanese company.
Neither the Plan nor the Restricted Stock Units are registered in Taiwan with the Securities and Futures Bureau or subject to the securities laws of Taiwan.
Exchange Control Information
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The Participant may remit and acquire up to a certain legally designated amount per year in foreign currency (including proceeds from the sale of shares of Stock or the receipt of any dividends) without justification.
If the transaction amount exceeds a legally designated amount in a single transaction, Taiwanese residents shall submit a Foreign Exchange Transaction Form and provide supporting documentation to the satisfaction of the remitting bank. In addition, if the transaction amount exceeds a legally designated amount, the Participant may be required to provide additional supporting documentation to the satisfaction of the bank involved in the transaction. The participant should consult with the Participant’s personal advisor to ensure compliance with applicable exchange control laws in Taiwan.
THAILAND
Notifications
Exchange Control Information.
Thai residents realizing cash proceeds in excess of a certain legally designated amount in a single transaction from the sale of shares of Stock or dividends paid on such shares of Stock shall immediately repatriate all cash proceeds to Thailand and convert such proceeds to Thai Baht within 360 days of repatriation or deposit the funds in an authorized foreign exchange account in Thailand. The inward remittance shall also be reported to the Bank of Thailand on a foreign exchange transaction form. Failure to comply with these obligations may result in penalties assessed by the Bank of Thailand. The Participant should consult with his or her personal advisor prior to taking any action with respect to the remittance of proceeds into Thailand.
Because exchange control regulations change frequently and without notice, the Participant should consult his or her personal advisor before selling shares to ensure compliance with current regulations. It is the Participant’s sole responsibility to comply with exchange control laws in Thailand.
UNITED KINGDOM
Terms and Conditions
Tax Reporting and Payment Liability.
The following provision supplements Section 6 of the Agreement:
The Participant agrees that the Company or the employer may calculate the Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right the Participant may have to recover any overpayment from relevant U.K. tax authorities. The Participant hereby agrees that they are liable for all Tax-Related Items and hereby covenants to pay all such Tax-related Items, as and when requested by the Company or the Participant’s employer, as applicable, or by HM Revenue & Customs (“HMRC”) (or any other relevant authority). The Participant also hereby agrees to indemnify and keep indemnified the Company and the Participant’s employer, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on the Participant’s behalf to HMRC (or any other relevant authority).
If payment or withholding of any Tax-Related Items arising in connection with the Participant's participation in the Plan is not made by the Participant to the employer within ninety (90) days of the event giving rise to such income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the Participant understands and agrees that any uncollected Tax-Related Items will constitute a loan owed by the Participant to the employer, effective on the Due Date. The Participant understands and agrees that the loan will bear interest at the then-current official rate of His Majesty’s Revenue and Customs, it will be immediately
30
due and repayable by the Participant, and the Company and/or the employer may recover it at any time thereafter by any of the means referred to in the Plan and/or this Agreement.
Notwithstanding the foregoing, if the Participant is an executive officer or director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the provision above will not apply. In the event the income tax is not collected from or paid by the Participant by the Due Date, the amount of any uncollected income tax will constitute a benefit to the Participant on which additional income tax and National Insurance Contributions (“NICs”) (including employer's NICs, as defined below) may be payable. The Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the employer (as appropriate) for the value of any NICs due on this additional benefit.
The Participant agrees that if so required by the Company, or the Participant’s employer, the Participant will enter into a joint election under section 431(1) of the United Kingdom Income Tax (Earnings and Pensions) Act 2003, in respect of the acquisition of shares of Stock within 14 days of the acquisition by the Participant of those shares of Stock (or such shorter or longer period as HMRC may direct).
Notification
Securities Law Information
The grant of Award under the Plan is exempt from the requirement to publish a prospectus under the EU Prospectus Regulation as implemented in the United Kingdom.
Neither this Agreement nor the Appendix is an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the Plan. The Plan and the Restricted Stock Units are exclusively available in the UK to bona fide employees and former employees and any other UK Affiliate.
Non-Qualified Grants
The Award is not intended to be tax-qualified or tax-preferred under current tax rules and regulations in the United Kingdom.
Tax Consultation
The Participant understands that he or she may suffer adverse tax consequences as a result of the Participant’s acquisition, holding, or disposition of the shares of Stock. The Participant represents that he or she will consult with any tax advisors that the Participant deems appropriate in connection with the acquisition, holding, or disposition of the shares of Stock and that the Participant is not relying on the Participating Company Group for any tax advice.
Prohibition Against Insider Dealing
The Participant should be aware of:
1. the insider dealing rules of the Regulation (EU) No 596/2014 of the European Parliament and Council (Market Abuse Regulation) which apply in the UK; and
2. the UK's insider dealing rules under the Criminal Justice Act 1993,
each of which may affect transactions under the Plan such as the acquisition or sale of shares of Stock acquired under the Plan, if the Participant has inside information regarding the Company. If the Participant is uncertain whether the insider dealing rules apply, the Company recommends that the Participant consult with a legal advisor. The Company cannot be held liable if the Participant violates the
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UK's insider dealing rules. The Participant is responsible for ensuring his or her compliance with these rules.
Data Protection
For the purpose of operating the Plan in the United Kingdom, the Company may collect, process and use personal information relating to the Participant and may transfer any such personal information outside or within the country in which the Participant works or is employed, including to the United States of America. Any such information will be collected, processed and transferred in accordance with the privacy notice from time to time in force.
* * * * *
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Exhibit 31.1
I, Meghan Frank, certify that:
1. I have reviewed this quarterly report on Form 10-Q of lululemon athletica inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /s/ MEGHAN FRANK | ||||||||||
| Meghan Frank | |||||||||||
| Interim Co-Chief Executive Officer and Chief Financial Officer | |||||||||||
| (principal executive officer) | |||||||||||
Date: September 3, 2026
Exhibit 31.2
I, Meghan Frank, certify that:
1. I have reviewed this quarterly report on Form 10-Q of lululemon athletica inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /s/ MEGHAN FRANK | ||||||||||
| Meghan Frank | |||||||||||
| Interim Co-Chief Executive Officer and Chief Financial Officer | |||||||||||
| (principal financial and accounting officer) | |||||||||||
Date: September 3, 2026
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of lululemon athletica inc. (the “Company”) on Form 10-Q for the second quarter of fiscal 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| By: | /s/ MEGHAN FRANK | ||||||||||
| Meghan Frank | |||||||||||
| Interim Co-Chief Executive Officer and Chief Financial Officer | |||||||||||
| (principal executive officer and principal financial and accounting officer) | |||||||||||
Date: September 3, 2026
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.