8-K
Purple Innovation, Inc. (PRPL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):March 24, 2026
Purple Innovation, Inc.
(Exact Name of Registrant as Specified in itsCharter)
| Delaware | 001-37523 | 47-4078206 |
|---|---|---|
| (State of Incorporation) | (Commission File Number) | (IRS EmployerIdentification No.) |
| 4100 North Chapel Ridge Rd., Suite 200 | |
|---|---|
| Lehi, Utah | 84048 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (801) 756-2600
(Former name or former address, if changed sincelast report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, par value $0.0001 per share | PRPL | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Third Amendment to Amended and Restated Credit Agreement
As previously disclosed, on January 23, 2024, Purple Innovation, Inc. (the “Company”) and certain of its subsidiaries (collectively, the “Loan Parties”), entered into an amended and restated credit agreement with Coliseum Capital Partners, L.P. (“CCP”), Blackwell Partners LLC – Series A (“Blackwell” and together with CCP, the “Coliseum Lenders”) and other lenders (collectively, the “Lenders”) and CSC Delaware Trust Company, as administrative agent, which was amended on March 12, 2025, and May 2, 2025 (as amended, the “Amended and Restated Credit Agreement”).
On March 24, 2026, the Loan Parties entered into a Third Amendment to the Amended and Restated Credit Agreement (the “Third Amendment”) with the Lenders, which (i) revised the maturity date under the Amended and Restated Credit Agreement from December 31, 2026, to April 30, 2027 and (ii) waived the requirement, and related events of default, that the Company’s financial statements for the fiscal year ending December 31, 2025 be delivered without being subject to any “going concern” qualification. In connection with the Third Amendment, the Loan Parties agreed to pay to the Lenders an amendment fee in the aggregate amount of approximately $1.6 million, equal to 1.25% pro rata based on each Lender’s outstanding principal amount (the “Amendment Fee”). Of the Amendment Fee, approximately $1.3 million is payable-in-kind by adding such amount to such Coliseum Lenders’ outstanding principal amount. The remaining approximately $346,000 of the Amendment Fee was paid in cash. In connection with the Third Amendment, the Loan Parties also agreed to reimburse the Coliseum Lenders for certain expenses in the amount of approximately $253,000, payable in cash.
The representations, warranties and covenants contained in the Third Amendment were made only for purposes of the Third Amendment and as of specific dates; are solely for the benefit of the parties to the Third Amendment; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or the Lenders or any of their respective subsidiaries, affiliates, businesses or stockholders. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Amendment, which subsequent information may or may not be fully reflected in public disclosures or statements by the Company or the Lenders. Accordingly, investors should read the representations and warranties in the Third Amendment not in isolation but only in conjunction with the other information about the Company or the Lenders and their respective subsidiaries that the respective companies include in reports, statements and other filings made with the U.S. Securities and Exchange Commission (the “SEC”).
The foregoing summary of the Third Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Third Amendment, which is attached as Exhibit 10.1 to this report and is incorporated herein by reference.
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On March 31, 2026, Purple Innovation, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and calendar year ended December 31, 2025. A copy of this press release is furnished as Exhibit 99.1 to this report and incorporated by reference herein.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The press release furnished herewith in Exhibit 99.1 contains non-GAAP financial measures. Management believes non-GAAP financial measures assist management and investors in evaluating and comparing period-to-period results and projections in a more meaningful and consistent manner. Reconciliations for these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the press release.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATIONUNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The disclosure under Item 1.01 above describing the Third Amendment which amends the Amended and Restated Credit Agreement is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| ExhibitNumber | Description |
|---|---|
| 10.1 | Third Amendment to Amended and Restated Credit Agreement, dated as of March 24, 2026, by and among the Loan Parties and the Lenders. |
| 99.1 | Press Release dated March 31, 2026, regarding financial results for the fourth quarter and calendar year ended December 31, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 31, 2026 | PURPLE INNOVATION, INC. | |
|---|---|---|
| By: | /s/ Todd Vogensen | |
| Todd Vogensen | ||
| Chief Financial Officer |
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Exhibit 10.1
EXECUTION VERSION
THIRD AMENDMENT TO AMENDED AND RESTATED CREDITAGREEMENT
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March 24, 2026, is entered into among Purple Innovation, LLC, a Delaware limited liability company (the “Company” or “Borrower”), Purple Innovation, Inc., a Delaware corporation (“Holdings”), Intellibed, LLC, a Delaware limited liability company (“Intellibed”, and together with Holdings, the “Guarantors”), each lender party hereto, and CSC Delaware Trust Company (f/k/a Delaware Trust Company), as Administrative Agent (as further defined below).
PRELIMINARY STATEMENTS
A. Reference is hereby made to that certain Amended and Restated Credit Agreement, dated as of January 23, 2024, as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of March 12, 2025 and that certain Second Amendment to Amended and Restated Credit Agreement, dated as of May 2, 2025 (the “Existing Credit Agreement,” and, as amended by this Amendment, the “Amended Credit Agreement”), by and among Borrower, the Guarantors, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent (in such capacity, together with its successors or assigns in such capacity, the “Administrative Agent”).
B. Pursuant to and in accordance with Section 11.01 of the Existing Credit Agreement, each of the Lenders party hereto (constituting all existing Lenders under the Existing Credit Agreement) has agreed to amend the Existing Credit Agreement as set forth in Sections 2, 3 and 4 hereof, subject to the conditions set forth herein.
C. Pursuant to and in accordance with Section 11.01 of the Existing Credit Agreement, each of the Lenders party hereto (constituting all existing Lenders under the Existing Credit Agreement) and the Administrative Agent have agreed to (a) waive compliance with the requirement set forth in Section 7.01(a) of the Existing Credit Agreement that the audit report and opinion with respect to the financial statements of Holdings for the fiscal year ending December 31, 2025 (the “Specified Audited Financials”) be delivered without being subject to any “going concern” or like qualification or exception (the “Going Concern Clean Audit Requirement”) and (b) waive any Default or Event of Default directly resulting, or that may result directly, from the failure to comply with the Going Concern Clean Audit Requirement (the “Specified Default”), subject to the conditions set forth herein.
Accordingly, in consideration of the mutual agreements contained in the Amended Credit Agreement and in this Amendment (together, the “Amendment Documents”), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Defined Terms. Unless otherwise defined in this Amendment, capitalized terms used in this Amendment, including in the preamble and preliminary statements hereto, and not otherwise defined herein shall have the meanings ascribed to such terms in the Amended Credit Agreement.
Amendments to Existing Credit Agreement. Effective as of the Third Amendment Effective Date, the defined term “Maturity Date”, shall be amended and restated in its entirety to read as follows:
“Maturity Date” means April 30, 2027.
- Amendment Fee. Pursuant to this Amendment, the Borrower shall pay:
(a) an amendment fee to each of Coliseum Capital Partners, L.P. and Blackwell Partners LLC – Series A (such Lenders, the “Coliseum Lenders” and such amendment fee, the “Coliseum Amendment Fee”), pro rata based on each such Coliseum Lender’s outstanding principal amount of the Loans held by such Coliseum Lender (including accrued and unpaid interest through March 18, 2026) as of the Third Amendment Effective Date, payable-in-kind and fully earned on the Third Amendment Effective Date, by adding the amount thereof to the then-outstanding principal amount of the Initial Term Loans, the First Amendment Term Loans and the Second Amendment Term Loans, as applicable, in each case held by such Coliseum Lender (to be applied pro rata to each such Loan), and on such date the then-outstanding principal amount of the Initial Term Loans, the First Amendment Term Loans and the Second Amendment Term Loans held by such Coliseum Lender shall be deemed automatically increased by the applicable portion of such Coliseum Amendment Fee, in an aggregate amount equal to 1.25% of the principal amount of the Initial Term Loans, the First Amendment Term Loans and the Second Amendment Term Loans, as applicable, in each case held by such Coliseum Lender (and in each case, including accrued and unpaid interest through March 18, 2026) and outstanding immediately before the Third Amendment Effective Date; and
(b) an amendment fee to each Lender that is not a Coliseum Lender (such Lenders, the “No Street Lenders” and such amendment fee, the “No Street Amendment Fee” and, together with the Coliseum Amendment Fee, the “Amendment Fee”), pro rata based on each such No Street Lender’s outstanding principal amount of the Loans held by such No Street Lender (including accrued and unpaid interest through March 18, 2026) as of the Third Amendment Effective Date, payable in cash and fully earned on the Third Amendment Effective Date, in an aggregate amount equal to 1.25% of the principal amount of the Loans held by such No Street Lender (including accrued and unpaid interest through March 18, 2026) and outstanding immediately before the Third Amendment Effective Date.
(c) In furtherance of the foregoing, the Administrative Agent is hereby directed and authorized to update the Register to reflect the payment in kind of the Coliseum Amendment Fee described in sub-section (a) above by increasing as of the Third Amendment Effective Date the Initial Term Loans, the First Amendment Term Loans and the Second Amendment Term Loans held by such Coliseum Lender by the applicable portion of such Coliseum Amendment Fee, as set forth in Schedule I hereto.
Expense Reimbursement. The Borrower will reimburse the Coliseum Investors (or otherwise pay to third parties as directed by Coliseum Investors as set forth in the funds flow generated in connection with this Amendment) for certain legal fees and expenses incurred on or prior to the Third Amendment Effective Date in an aggregate amount of $252,810.51 (the “Expense Reimbursement Payment”), which shall be earned, due and payable in full in cash on the Third Amendment Effective Date.
Limited Waiver. Effective as of the Third Amendment Effective Date, each of the Lenders party hereto and the Administrative Agent hereby waive, solely with respect to the Specified Audited Financials, (a) compliance with the Going Concern Clean Audit Requirement and (b) the Specified Default. The foregoing limited waiver in this Section 5 shall be effective only in this specific instance and only for the specific purpose set forth herein and does not allow for any other or further departure from the terms and conditions of the Amended Credit Agreement or any other Loan Document, which terms and conditions shall remain in full force and effect. Except as expressly stated herein, the Administrative Agent and the Lenders reserve all rights, privileges and remedies under the Amended Credit Agreement and the other Loan Documents.
Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date first written above (the “Third Amendment Effective Date”) upon the satisfaction (or written waiver by the Lenders) of the following conditions precedent:
(a) The Administrative Agent shall have received this Amendment duly executed and delivered by each of the Lenders and the Loan Parties;
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(b) The Administrative Agent’s and the Lenders’ receipt of items (i) through (vi) below, each properly executed by a Responsible Officer of the applicable Loan Party, each dated as of the Third Amendment Effective Date and each in form and substance reasonably satisfactory to the Lenders and their respective legal counsel:
(i) a Secretary’s certificate for each Loan Party certifying as to (A)(I) true and complete copies of all Organization Documents of such Loan Party attached thereto or (II) as of the date hereof, there have been no material changes to any of the Organization Documents of such Loan Party since the Second Amendment Effective Date, (B) resolutions of the Board of Directors or other organizational action authorizing execution, delivery and performance of this Amendment and all Loan Documents to which such Loan Party is a party executed in connection herewith, and (C)(I) incumbency of officers (including specimen signatures) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party executed in connection herewith or (II) as of the date hereof, the incumbency of officers provided on the Second Amendment Effective Date evidences the identity, authority and capacity of each Responsible Officer thereof that is authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party executed in connection herewith;
(ii) a certificate signed by a Responsible Officer of the Borrower Agent certifying that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect;
(iii) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against each such Loan Party of this Amendment and Loan Documents to which it is a party executed in connection herewith, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required;
(iv) a certificate signed by a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Section 6(b) have been satisfied and (B) as to the matters described in Section 6(d);
(v) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into the Loan Documents executed in connection with this Amendment and the consummation of all of the transactions set forth in this Amendment, (A) the Borrower is Solvent and (B) the Loan Parties, taken as a whole, are Solvent;
(vi) such other assurances, certificates, documents or consents as the Administrative Agent or the Lenders may reasonably require;
(c) The Borrower shall have paid (i) the Amendment Fee in-kind or in cash, as applicable, to each Lender party hereto in accordance with Section 3 of this Amendment and (ii) the Expense Reimbursement Payment in cash to, or as directed by, the Coliseum Investors in accordance with Section 4 of this Amendment;
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(d) No Default or Event of Default shall have occurred and be continuing as of the Third Amendment Effective Date;
(e) The Borrower shall have paid all reasonable expenses of the Administrative Agent and Lenders (including fees, charges, and disbursements of counsel) required to be reimbursed or paid by the Borrower pursuant to the terms of the Amended Credit Agreement to the extent invoiced prior to or on the Third Amendment Effective Date; and
(f) The representations and warranties of the Loan Parties contained in Article VI of the Amended Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the Third Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date.
- Representations and Warranties. In order to induce the Administrative Agent and each of the Lenders to enter into this Amendment, the Loan Parties hereby represent and warrant to the Administrative Agent and the Lenders as of the Third Amendment Effective Date as follows:
(a) Authorization;No Contravention. The execution, delivery and performance by each Loan Party of this Amendment, and the consummation of the transactions set forth in this Amendment, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of the Organization Documents of any such Person; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (i) any material Contractual Obligation to which such Person is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.
(b) GovernmentalAuthorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment or the consummation of the transactions set forth in this Amendment, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Security Instruments, (c) the perfection or maintenance of the Liens created under the Security Instruments (including the first priority nature thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for those which have been duly obtained, taken, given or made and are in full force and effect and the filing and recording of financing statements and other documents necessary in order to perfect the Liens created by the Security Instruments.
(c) BindingEffect. This Amendment has been duly executed and delivered by each Loan Party. This Amendment constitutes a legal, valid, and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, except as the enforcement hereof may be limited by any applicable Debtor Relief Laws or by general equitable principles.
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(d) Representationsand Warranties; No Default. The following statements are true on the Third Amendment Effective Date, immediately after giving effect to this Amendment and the consummation of the transactions contemplated by this Amendment:
(i) The representations and warranties of the Loan Parties contained in Article VI of the Amended Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection with the Amended Credit Agreement or such other Loan Document, are true and correct in all material respects on and as of the Third Amendment Effective Date (or in the case of any representation or warranty that is itself subject to a materiality or Material Adverse Effect qualification, in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or in the case of any representation or warranty that is itself subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date, and except that for purposes of this Section 7(d)(i), the representations and warranties contained in subsections (a) and (b) of Section 6.05 of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (c), respectively, of Section 7.01 of the Amended Credit Agreement.
(ii) No Default or Event of Default has occurred and is continuing, or would result from entering into this Amendment.
Survival of Representations and Warranties. All representations and warranties made in this Amendment or in any other document delivered pursuant to this Amendment or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and the Lenders, regardless of any investigation made by the Administrative Agent or the Lenders and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation shall remain unpaid or unsatisfied.
Amendment as a Loan Document. This Amendment constitutes a “Loan Document” under the Amended Credit Agreement.
Effect on Loan Documents. After giving effect to this Amendment on the Third Amendment Effective Date, the Amended Credit Agreement and the other Loan Documents shall be and remain in full force and effect in accordance with their terms and are hereby ratified and confirmed by each Loan Party in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of any right, power, or remedy of the Administrative Agent or the Lenders under the Existing Credit Agreement or the other Loan Documents. Each Loan Party hereby acknowledges and agrees that, after giving effect to this Amendment, all of its obligations and liabilities under the Existing Credit Agreement and the other Loan Documents to which it is a party, as such obligations and liabilities have been amended by this Amendment, are reaffirmed and remain in full force and effect. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to the Amended Credit Agreement. Nothing contained herein shall be construed as a novation of the Obligations outstanding under and as defined in the Existing Credit Agreement, which shall remain in full force and effect, except as modified hereby.
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Reaffirmation of Grant of Security Interests. Each Loan Party hereby ratifies and reaffirms its grant to the Administrative Agent, for the benefit of the Secured Parties, of a continuing security interest in and Lien upon the Collateral, whether now owned or hereafter acquired or arising, and wherever located, all as provided in the Security Instruments and the other Loan Documents, and each Loan Party hereby ratifies and reaffirms that the Obligations are and shall continue to be secured by the continuing security interest and Lien granted by each Loan Party to the Administrative Agent, for the benefit of the Secured Parties, pursuant to the Security Instruments and the other Loan Documents.
Release by the Loan Parties. Each Loan Party for and on behalf of itself and its legal representatives, successors and assigns, fully, unconditionally, and irrevocably waives, releases, relinquishes and forever discharges (i) the Administrative Agent, (ii) each of the Lenders and (iii) for each entity in the foregoing clauses (i) and (ii), each of its parents, subsidiaries, and affiliates, its and their respective past, present and future directors, officers, managers, agents, employees, insurers, attorneys, representatives and all of its and their respective heirs, successors and assigns (collectively, the “Released Parties”), of and from any and all manner of action or causes of action, suits, claims, liabilities, losses, costs, expenses, demands, judgments, damages (including compensatory and punitive damages), levies and executions of whatsoever kind, nature and/or description arising on or before giving effect to this Amendment on the Third Amendment Effective Date, in each case whether known or unknown, asserted or unasserted, liquidated or unliquidated, joint or several, fixed or contingent, direct or indirect, contractual or tortious, which the Loan Parties, or their legal representatives, successors or assigns, ever had or now has or may claim to have against any of the Released Parties, with respect to any matter whatsoever, including, without limitation, the Loan Documents, the administration of any Loan Documents, the negotiations relating to this Amendment and the other Loan Documents executed in connection herewith and any other instruments and agreements executed by the Loan Parties in connection therewith or herewith.
Limited Effect. This Amendment relates only to the specific matters expressly covered herein, shall not be considered to be an amendment or waiver of any rights or remedies that the Administrative Agent may have under the Amended Credit Agreement or any other Loan Document (except as expressly set forth herein) or under applicable Law, and shall not be considered to create a course of dealing or to otherwise obligate in any respect the Administrative Agent to execute similar or other amendments or waivers or grant any amendments or waivers under the same or similar or other circumstances in the future.
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GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means (e.g., “pdf’ or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.
Agent. Each of the undersigned Lenders hereby authorize and direct the Administrative Agent to (A) execute and deliver this Amendment and (B) take all actions reasonably requested by the Borrower or the Lenders that are necessary to consummate the transactions set forth in this Amendment. In executing this Amendment, the Administrative Agent shall be entitled to all of the rights, protections, immunities and indemnities afforded to the Administrative Agent under the Amended Credit Agreement as if those rights, protections, immunities and indemnities were set forth fully herein. The undersigned Loan Parties and Lenders hereby confirm that the reimbursement and indemnification provisions set forth in the Amended Credit Agreement apply in all respects in connection with this Amendment and, to the extent that the Administrative Agent is not indemnified by the Loan Parties in accordance with such provisions against any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (collectively, “Losses”) in any way relating to or arising out of this Amendment, (i) the Loan Parties agree pursuant to this Amendment to pay the Administrative Agent such Losses and, (ii) to the extent that the Administrative Agent is still not indemnified by the Loan Parties for such Losses, the undersigned Lenders agree to pay the Administrative Agent such Lender’s Pro Rata Share (determined as of the date hereof, the “Pro Rata Share”) of such Losses, so long as such Losses were incurred by or asserted against the Administrative Agent in its capacity as such. Nothing in this Amendment is intended to or shall modify the reimbursement and indemnification obligations of the Loan Parties and the Lenders set forth in the Existing Credit Agreement.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.
| BORROWER: | |
|---|---|
| PURPLE INNOVATION, LLC, a Delaware limited liability company | |
| By: | /s/ Todd Vogensen |
| Name: | Todd Vogensen |
| Title: | Chief Financial Officer and Treasurer |
| GUARANTORS: | |
| PURPLE INNOVATION, INC., a Delaware corporation | |
| By: | /s/ Todd Vogensen |
| Name: | Todd Vogensen |
| Title: | Chief Financial Officer and Treasurer |
| INTELLIBED, LLC, a Delaware limited liability company | |
| By: | /s/ Todd Vogensen |
| Name: | Todd Vogensen |
| Title: | President |
[Signature Page to Third Amendment to Amendedand Restated Credit Agreement]
| ADMINISTRATIVE AGENT: | |
|---|---|
| CSC DELAWARE TRUST COMPANY, not in its individual capacity but solely as Administrative Agent | |
| By: | /s/ Sean Foronjy |
| Name: | Sean Foronjy |
| Title: | Vice President |
[Signature Page to Third Amendment to Amendedand Restated Credit Agreement]
| LENDERS: | |
|---|---|
| COLISEUM CAPITAL PARTNERS, L.P. | |
| By: Coliseum Capital, LLC, its general partner | |
| /s/ Adam Gray | |
| Name: | Adam Gray |
| Title: | Manager |
| BLACKWELL PARTNERS LLC - SERIES A | |
| By: Coliseum Capital Management, LLC - Attorney-in- Fact | |
| /s/ Adam Gray | |
| Name: | Adam Gray |
| Title: | Managing Partner |
| HARVEST SMALL CAP PARTNERS MASTER, LTD. | |
| /s/ Jeffrey B. Osher | |
| Name: | Jeffrey B. Osher |
| Title: | Managing Member |
| HARVEST SMALL CAP PARTNERS, L.P. | |
| /s/ Jeffrey B. Osher | |
| Name: | Jeffrey B. Osher |
| Title: | Managing Member |
| HSCP STRATEGIC IV, L.P. | |
| /s/ Jeffrey B. Osher | |
| Name: | Jeffrey B. Osher |
| Title: | Managing Member |
[Signature Page to Third Amendment to Amendedand Restated Credit Agreement]
Schedule I
| Lender | Tranche | Amendment Fee (to be paid in kind) | |
|---|---|---|---|
| Blackwell Partners LLC – Series A | Initial Term Loans | $ | 130,854.17 |
| Coliseum Capital Partners, L.P. | Initial Term Loans | $ | 594,791.70 |
| Blackwell Partners LLC – Series A | First Amendment Term Loans | $ | 49,814.75 |
| Coliseum Capital Partners, L.P. | First Amendment Term Loans | $ | 226,430.69 |
| Blackwell Partners LLC – Series A | Second Amendment Term Loans | $ | 51,235.35 |
| Coliseum Capital Partners, L.P. | Second Amendment Term Loans | $ | 232,887.94 |
Exhibit 99.1
Purple Innovation Reports Fourth Quarter andFull Year 2025 Results
Revenue Increases 9% in Fourth Quarter
GAAP Net Loss of $3.2 Million in Fourth Quarter
Delivers $8.8 Million in Adjusted EBITDA inFourth Quarter
Full Year Adjusted EBITDA Positive; Gross MarginExceeds 40% Target
Lehi, Utah, March 25, 2026 – Purple Innovation, Inc. (NASDAQ: PRPL) (“Purple”), a comfort innovation company whose mattresses promise to give you “less pain, better sleep,” today announced results for the fourth quarter and full year ended December 31, 2025.
“2025 marked an important inflection point for Purple,” said Rob DeMartini, CEO of Purple Innovation. “In the fourth quarter, we delivered revenue growth of approximately 9%, delivered gross profit expansion, and generated $8.8 million in adjusted EBITDA. We also finished the year profitable on an adjusted EBITDA basis, a significant milestone that reflects the structural improvements we have made across the business.”
DeMartini continued, “Over the past year, we strengthened our foundation through disciplined cost actions and manufacturing consolidation, while reinforcing our premium positioning. Rejuvenate 2.0 continued to outperform, our expanded Mattress Firm partnership and Costco programs drove meaningful wholesale growth, and our showroom fleet delivered improved profitability. As we enter 2026, we are operating from a stronger margin profile and a more efficient cost structure, supported by what we believe is a clear and disciplined strategy to scale profitably.”
Fourth Quarter 2025 Financial Results
Fourth quarter 2025 net revenue was $140.7 million, representing growth of approximately 9.1% compared to the fourth quarter of 2024. Growth was driven primarily by the wholesale channel, reflecting a full quarter of expanded Mattress Firm placements and continued momentum with Costco, partially offset by a decline in e-commerce.
Gross profit for the fourth quarter increased to $59.0 million or 41.9% of net revenue, compared to $55.3 million or 42.9% in the prior-year period. Gross margin was up against a period when it rose 970 basis points, driven by sourcing initiatives and the profitable liquidation of inventories. On a two-year basis, gross margin rose 870 basis points, reflecting direct material savings, plant efficiencies, restructuring benefits, and volume leverage.
Fourth quarter operating expenses were $61.2 million, down 2.9% from $63.0 million in the prior year quarter. The improvement was primarily driven by ongoing benefits from restructuring and cost-saving initiatives, partially offset by strategic alternatives costs.
Net loss attributable to Purple Innovation, Inc. for the fourth quarter was $3.2 million, an improvement from $(8.5) in the prior year.
Adjusted EBITDA for the fourth quarter was $8.8 million, an improvement from $2.9 million last year, driven primarily by revenue growth and disciplined cost management.
1
Full Year 2025 Financial Results
Full year 2025 net revenue was $468.7 million, a decline of 3.9% compared to the full year 2024. The reduction was driven primarily by ecommerce headwinds, partially offset by expanded partnerships in the wholesale channel.
Gross profit for the full year increased to $188.6 million, compared to $181.1 million in the prior-year period. Gross margin was 40.2%, up 310 basis points from last year, reflecting the continued impact of our restructuring initiatives, sourcing savings, and manufacturing efficiencies.
Full year operating expenses were $231.6 million, down 15.3% from $273.3 million in the prior year, driven by restructuring actions and productivity initiatives.
Net loss attributable to Purple Innovation, Inc. for the full year was $(51.4) million, an improvement from $(97.9) in the prior year.
Adjusted EBITDA for the full year was $1.9 million, a significant improvement from $(20.8) million last year.
Balance Sheet
As of December 31, 2025, the Company had cash and cash equivalents of $24.3 million compared to $29.0 million as of December 31, 2024.
Net inventories as of December 31, 2025, totaled $59.7 million, down 9.2% compared to September 30, 2025, and an increase of 5.0% compared to December 31, 2024.
2026 Outlook
For 2026, the Company currently expects full year revenue to be in the range of $500 to $520 million and adjusted EBITDA in the range of $20 to $30 million.
For the first quarter, the Company anticipates total revenue to be in the range of $100 to $105 million and adjusted EBITDA to be approximately $(7) to $(4) million.
Conference Call and Webcast Information
Purple Innovation, Inc. will host a live conference call to discuss financial results today, March 25, 2026, at 8:30 a.m. Eastern Time. To access the call dial 800-715-9871 (domestic) or 646-307-1963 (international). The call is also being webcast and can be accessed on the investor relations section of the Company’s website, investors.purple.com. After the conference call, a webcast replay will remain available on the investor relations section of the Company’s website for 30 days.
About Purple
Purple exists to help people get the best sleep of their lives — by reducing pain, deepening sleep, and unlocking the potential for brighter dawns and better days. At the center of that mission is our signature innovation, the GelFlex Grid®. Originally developed in medical settings to support the body in its most vulnerable moments, the GelFlex Grid delivers a one-of-a-kind combination of pressure relief, alignment, and temperature balance that helps people fall asleep easier, stay asleep longer, and wake up with less pain.
That same comfort technology extends beyond mattresses into pillows, bedding, and cushions designed to make everyday life feel a little lighter and a lot more comfortable. Because when pain eases and sleep improves, everything else gets better too — your energy, your outlook, and your ability to show up for the moments that matter.
Less pain. Better sleep.
Learn more at www.purple.com
2
Forward Looking Statements
Certain statements made in this release that are not historical facts are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Statements based on historical data are not intended and should not be understood to indicate the Company’s expectations regarding future events. Forward-looking statements provide current expectations or forecasts of future events or determinations. These statements include, but are not limited to, statements regarding our innovation pipeline, the timing of new product collection launches, our ability to improve profitability and optimize our business, the expansion of and benefits to us from our commercial relationship with Mattress Firm, the impact of other commercial relationships, including those with Walmart, Costco, and other traditional and non-traditional partners, our ability to drive profitable growth and create shareholder value, and our outlook for revenue and adjusted EBITDA for the first quarter and full year 2026. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Factors that could influence the realization of forward-looking statements include, among others: changes in economic, financial and end-market conditions in the markets in which we operate; fluctuations in raw material prices and cost of labor; the financial condition of our customers and suppliers; competitive pressures, including the need for technology improvement, successful new product development and introduction; changes in consumer demand, including pullbacks in consumer spending; disruptions to our manufacturing processes; and the risk factors outlined in the “Risk Factors” section of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 25, 2026, and in our other filings made with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Non-GAAP Financial Measures
EBITDA, adjusted EBITDA, adjusted gross profit, adjusted operating expenses, adjusted net income, and adjusted net income per diluted share are non-GAAP financial measures that remove the impact of certain non-cash and non-recurring costs. Management believes that the use of such non-GAAP financial measures provides investors with additional useful information with respect to the impact of various adjustments, which we view as a better measure of our operating performance. Refer to the attached table for the reconciliation of such non-GAAP financial measures to the most comparable GAAP financial measure.
With respect to the Company’s Adjusted EBITDA outlook for the first quarter and full year 2026, a quantitative reconciliation to the corresponding GAAP information cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliation that have not yet occurred, are out of our control, or cannot be reasonably predicted, including but not limited to warrant liabilities and stock based compensation. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a material impact on its future GAAP financial results.
Investor Contact:
Stacy Turnof, Edelman Smithfield
stacy.turnof@edelmansmithfield.com
917-362-2581
3
PURPLE INNOVATION, INC.
Consolidated Balance Sheets
(in thousands, except for par value)
| 2024 | |||||
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 24,345 | $ | 29,011 | ||
| Accounts receivable, net | 41,272 | 33,057 | |||
| Inventories | 59,725 | 56,863 | |||
| Prepaid expenses | 5,487 | 6,023 | |||
| Other current assets | 5,891 | 1,414 | |||
| Total current assets | 136,720 | 126,368 | |||
| Property and equipment, net | 77,961 | 93,874 | |||
| Operating lease right-of-use assets | 67,271 | 75,516 | |||
| Intangible assets, net | 6,346 | 8,890 | |||
| Other long-term assets | 7,961 | 3,197 | |||
| Total assets | 296,259 | $ | 307,845 | ||
| Liabilities and Stockholders’ Equity | |||||
| Current liabilities: | |||||
| Accounts payable | 40,312 | $ | 40,639 | ||
| Accrued compensation | 7,673 | 9,415 | |||
| Customer prepayments | 5,276 | 6,411 | |||
| Accrued rebates and allowances | 13,416 | 10,013 | |||
| Accrued warranty liabilities – current portion | 7,141 | 6,114 | |||
| Operating lease obligations – current portion | 17,366 | 15,661 | |||
| Other current liabilities | 10,339 | 12,750 | |||
| Total current liabilities | 101,523 | 101,003 | |||
| Related party debt | 111,305 | 55,394 | |||
| Accrued warranty liabilities, net of current portion | 19,570 | 26,091 | |||
| Operating lease obligations, net of current portion | 75,616 | 87,072 | |||
| Warrant liabilities | 16,150 | 16,067 | |||
| Other long-term liabilities | 1,764 | 2,009 | |||
| Total liabilities | 325,928 | 287,636 | |||
| Commitments and contingencies (Note 13) | |||||
| Stockholders’ equity (deficit): | |||||
| Class A common stock; 0.0001 par value, 210,000 shares authorized; 108,246 and 107,545 issued and outstanding at December 31, 2025 and 2024, respectively | 11 | 11 | |||
| Class B common stock; 0.0001 par value, 90,000 shares authorized; 163 and 165 issued and outstanding at December 31, 2025 and 2024, respectively | — | — | |||
| Additional paid-in capital | 595,582 | 594,053 | |||
| Accumulated deficit | (625,280 | ) | (573,866 | ) | |
| Total stockholders’ equity (deficit) attributable to Purple Innovation, Inc. | (29,687 | ) | 20,198 | ||
| Noncontrolling interest | 18 | 11 | |||
| Total stockholders’ equity (deficit) | (29,669 | ) | 20,209 | ||
| Total liabilities and stockholders’ equity (deficit) | 296,259 | $ | 307,845 |
All values are in US Dollars.
4
PURPLE INNOVATION, INC.
Consolidated Statements of Operations
(in thousands, except per share amounts)
| Three Months Ended<br> December 31, | Year Ended<br> December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenues, net | $ | 140,688 | $ | 128,975 | $ | 468,725 | $ | 487,877 | ||||
| Cost of revenues: | ||||||||||||
| Cost of revenues | 81,709 | 71,113 | 279,171 | 291,303 | ||||||||
| Cost of revenues - restructuring related charges | — | 2,583 | 995 | 15,442 | ||||||||
| Total cost of revenues | 81,709 | 73,696 | 280,166 | 306,745 | ||||||||
| Gross profit | 58,979 | 55,279 | 188,559 | 181,132 | ||||||||
| Operating expenses: | ||||||||||||
| Marketing and sales | 39,678 | 45,485 | 147,040 | 171,263 | ||||||||
| General and administrative | 18,879 | 14,006 | 63,557 | 69,117 | ||||||||
| Research and development | 2,607 | 2,390 | 9,604 | 12,962 | ||||||||
| Restructuring, impairment and other related charges | — | 1,092 | 11,387 | 19,973 | ||||||||
| Total operating expenses | 61,164 | 62,973 | 231,588 | 273,315 | ||||||||
| Operating loss | (2,185 | ) | (7,694 | ) | (43,029 | ) | (92,183 | ) | ||||
| Other income (expense): | ||||||||||||
| Interest expense | (8,342 | ) | (4,481 | ) | (28,766 | ) | (17,510 | ) | ||||
| Other income, net | 1,477 | (64 | ) | 3,289 | 11,548 | |||||||
| Loss on extinguishment of debt | — | — | — | (3,394 | ) | |||||||
| Change in fair value – warrant liabilities | 5,883 | 3,615 | 17,202 | 3,504 | ||||||||
| Total other income (expense), net | (982 | ) | (930 | ) | (8,275 | ) | (5,852 | ) | ||||
| Net loss before income taxes | (3,167 | ) | (8,624 | ) | (51,304 | ) | (98,035 | ) | ||||
| Income tax benefit (expense) | (59 | ) | 113 | (207 | ) | (63 | ) | |||||
| Net loss | (3,226 | ) | (8,511 | ) | (51,511 | ) | (98,098 | ) | ||||
| Net loss attributable to noncontrolling interest | (14 | ) | (32 | ) | (97 | ) | (201 | ) | ||||
| Net loss attributable to Purple Innovation, Inc. | $ | (3,212 | ) | $ | (8,479 | ) | $ | (51,414 | ) | $ | (97,897 | ) |
| Net loss per share: | ||||||||||||
| Basic | $ | (0.03 | ) | $ | (0.08 | ) | $ | (0.48 | ) | $ | (0.91 | ) |
| Diluted | $ | (0.03 | ) | $ | (0.08 | ) | $ | (0.48 | ) | $ | (0.91 | ) |
| Weighted average common shares outstanding: | ||||||||||||
| Basic | 108,246 | 107,528 | 108,081 | 107,139 | ||||||||
| Diluted | 108,409 | 107,710 | 108,245 | 107,324 |
5
PURPLE INNOVATION, INC.
Consolidated Statements of Cash Flows
(in thousands)
| Year Ended<br> December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (51,511 | ) | $ | (98,098 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation and amortization | 24,064 | 35,355 | ||||
| Non-cash interest | 13,416 | 7,229 | ||||
| Paid-in-kind interest | 15,804 | 9,679 | ||||
| Non-cash restructuring, impairment and other related charges | 3,775 | 20,238 | ||||
| Loss on extinguishment of debt | — | 3,394 | ||||
| Loss on disposal of property and equipment | 318 | 770 | ||||
| Change in fair value – warrant liabilities | (17,202 | ) | (3,504 | ) | ||
| Stock-based compensation | 1,729 | 2,815 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (8,215 | ) | 4,745 | |||
| Inventories | (2,862 | ) | 5,989 | |||
| Prepaid expenses and other assets | 3,141 | 2,345 | ||||
| Operating leases, net | (2,917 | ) | (2,412 | ) | ||
| Accounts payable | 61 | (6,376 | ) | |||
| Accrued compensation | (1,742 | ) | 4,351 | |||
| Customer prepayments | (1,135 | ) | 693 | |||
| Accrued rebates and allowances | (97 | ) | (3,230 | ) | ||
| Accrued warranty liabilities | (5,494 | ) | (3,386 | ) | ||
| Other accrued liabilities | (4,963 | ) | 1,553 | |||
| Net cash used in operating activities | (33,830 | ) | (17,850 | ) | ||
| Cash flows from investing activities: | ||||||
| Sale of property and equipment | 464 | — | ||||
| Purchase of property and equipment | (8,079 | ) | (7,244 | ) | ||
| Investment in intangible assets | (664 | ) | (286 | ) | ||
| Net cash used in investing activities | (8,279 | ) | (7,530 | ) | ||
| Cash flows from financing activities: | ||||||
| Proceeds from related party loan | 39,000 | 61,000 | ||||
| Payments on term loan | — | (25,000 | ) | |||
| Payments on revolving line of credit | — | (5,000 | ) | |||
| Payments for debt issuance costs | (1,557 | ) | (3,466 | ) | ||
| Net cash provided by financing activities | 37,443 | 27,534 | ||||
| Net increase (decrease) in cash and cash equivalents | (4,666 | ) | (2,154 | ) | ||
| Cash and cash equivalents, beginning of the year | 29,011 | 26,857 | ||||
| Cash and cash equivalents, end of the period | $ | 24,345 | $ | 29,011 |
6
PURPLE INNOVATION, INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In thousands)
Management believes that the use of the following non-GAAP financial measures provides investors with additional useful information with respect to the impact of various adjustments, which we view as a better measure of our operating performance. These non-GAAP financial measures are EBITDA, adjusted EBITDA, adjusted gross profit, adjusted operating expenses, adjusted net loss and adjusted net loss per diluted share. Other companies may calculate these non-GAAP measures differently than we do. These non-GAAP measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for our financial results prepared in accordance with GAAP.
Reconciliation of GAAP Net Income (Loss) to Non-GAAP EBITDA andAdjusted EBITDA
A reconciliation of GAAP net income (loss) to the non-GAAP measures of EBITDA and adjusted EBITDA is provided below. EBITDA represents net income (loss) before interest expense, income tax expense, other income, net, and depreciation and amortization. Adjusted EBITDA represents EBITDA excluding costs incurred due to changes in the fair value of the warrant liability, debt extinguishment, stock-based compensation expense, restructuring related expenses, loss on project write-off, nonrecurring legal fees, strategic alternative costs, executive interim and search costs, severance cost, showroom opening and closing costs and non-operating facility expense. We believe EBITDA and Adjusted EBITDA provide additional useful information with respect to the impact of various adjustments and provide meaningful measures of our operating performance.
| Three Months Ended<br> <br>December 31, | Year Ended<br> <br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| GAAP net loss | $ | (3,226 | ) | (8,511 | ) | (51,511 | ) | (98,098 | ) | |||
| Interest expense | 8,342 | 4,481 | 28,766 | 17,510 | ||||||||
| Income tax expense | 59 | 113 | 207 | 63 | ||||||||
| Other income, net | (1,477 | ) | 64 | (3,289 | ) | (11,548 | ) | |||||
| Depreciation and amortization | 4,406 | 7,907 | 24,064 | 35,355 | ||||||||
| EBITDA | 8,104 | 3,828 | (1,763 | ) | (56,718 | ) | ||||||
| Adjustments: | ||||||||||||
| Change in fair value - warrant liability | (5,883 | ) | (3,615 | ) | (17,202 | ) | (3,504 | ) | ||||
| Loss on extinguishment of debt | — | — | — | 3,394 | ||||||||
| Stock-based compensation expense | 464 | 685 | 1,729 | 2,815 | ||||||||
| Restructuring related charges | — | 1,378 | 6,850 | 25,047 | ||||||||
| Loss on project write-off | — | — | — | 1,355 | ||||||||
| Non-recurring legal fees | 81 | 42 | 1,531 | 982 | ||||||||
| Strategic alternative costs | 5,317 | — | 7,275 | — | ||||||||
| Executive interim and search costs | — | 233 | — | 3,616 | ||||||||
| Severance costs | 148 | 146 | 1,800 | 1,232 | ||||||||
| Showroom opening and closing costs | — | 174 | 147 | 956 | ||||||||
| Non-operating facility expense | 614 | — | 1,578 | — | ||||||||
| Adjusted EBITDA | $ | 8,845 | $ | 2,871 | $ | 1,945 | $ | (20,825 | ) |
7
Reconciliation of GAAP Gross Profit to Adjusted Gross Profit
A reconciliation of GAAP gross profit to the non-GAAP measures of adjusted gross profit is provided below. Adjusted gross profit represents net revenue less adjusted cost of revenue. Adjusted cost of revenues represents cost of revenues excluding restructuring charges recorded in cost of revenues. We believe adjusted gross margin provides additional useful information with respect to the impact of the restructuring and provides meaningful measures of our operating performance.
| (in thousands) | Three Months Ended<br><br> December 31, | Year Ended<br><br>December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenues, net | $ | 140,688 | $ | 128,975 | $ | 468,725 | $ | 487,877 | ||||
| Total cost of revenues | 81,709 | 73,696 | 280,166 | 306,745 | ||||||||
| Restructuring charges in cost of revenues | — | (2,583 | ) | (995 | ) | (15,442 | ) | |||||
| Adjusted cost of revenues | 81,709 | 71,113 | 279,171 | 291,303 | ||||||||
| Adjusted gross profit | $ | 58,979 | $ | 57,862 | $ | 189,554 | $ | 196,574 | ||||
| Adjusted gross profit % | 41.9 | % | 44.9 | % | 40.4 | % | 40.3 | % |
Reconciliation of GAAP Operating Expenses to non-GAAP Adjusted OperatingExpenses
Our presentation of adjusted operating expenses assumes adjustments for certain nonrecurring items that we do not believe directly reflects our current core operations. Adjusted operating expenses is a supplemental measure of operating performance that does not represent, and should not be considered, alternatives to net loss and earnings per share, as calculated in accordance with GAAP. We believe adjusted operating expenses supplements GAAP measures and enables us to more effectively evaluate our performance period-over-period. A reconciliation of operating expenses, the most directly comparable GAAP measure, to adjusted operating expenses is set forth below:
| (in thousands, except per share amounts) | Three Months Ended<br><br> December 31, | Year Ended <br><br>December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Total operating expenses | $ | 61,164 | $ | 62,973 | $ | 231,588 | $ | 273,315 | ||||
| Restructuring, impairment and other related charges | — | (1,092 | ) | (11,387 | ) | (19,973 | ) | |||||
| Strategic alternative costs | (5,317 | ) | — | (7,275 | ) | — | ||||||
| Adjusted operating expenses | $ | 55,847 | $ | 61,881 | $ | 212,926 | $ | 253,342 |
8
Reconciliation of GAAP Net Loss to non-GAAP Adjusted Net Loss andAdjusted Net Loss per Diluted Share
Our presentation of adjusted net loss assumes that all net loss is attributable to Purple Innovation, Inc. (i.e. there is no allocation of net loss to noncontrolling interests), which assumes the full exchange at the beginning of the period of all outstanding Paired Securities for shares of Class A common stock of Purple Innovation, Inc., adjusted for certain nonrecurring items that we do not believe directly reflect our core operations. Adjusted net loss per share, diluted, is calculated by dividing adjusted net loss by the total shares of Class A common stock outstanding plus any dilutive warrants, options and restricted stock as calculated in accordance with GAAP and assuming the full exchange of all outstanding Paired Securities as of the beginning of each period presented. Adjusted net loss and adjusted net loss per diluted share, are supplemental measures of operating performance that do not represent, and should not be considered, alternatives to net loss and earnings per share, as calculated in accordance with GAAP. We believe adjusted net loss and adjusted net loss per diluted share, supplement GAAP measures and enable us to more effectively evaluate our performance period-over-period. A reconciliation of net loss, the most directly comparable GAAP measure, to adjusted net loss and the computation of adjusted net loss per diluted share, are set forth below:
| (in thousands, except per share amounts) | Three Months Ended<br><br> December 31, | Year Ended<br><br>December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net loss | $ | (3,226 | ) | $ | (8,511 | ) | $ | (51,511 | ) | $ | (98,098 | ) |
| Income tax expense, as reported | 59 | 113 | 207 | 63 | ||||||||
| Revenue reduction due to SGI Contract | 941 | — | 2,508 | — | ||||||||
| Change in fair value – warrant liabilities | (5,883 | ) | (3,615 | ) | (17,202 | ) | (3,504 | ) | ||||
| Loss on extinguishment of debt | — | — | — | 3,394 | ||||||||
| Restructuring related charges | — | 3,675 | 12,382 | 35,415 | ||||||||
| Gain on insurance proceeds | — | (7,301 | ) | — | (11,601 | ) | ||||||
| Strategic alternative costs | 5,317 | — | 7,275 | — | ||||||||
| Adjusted net loss before income taxes | (2,792 | ) | (15,639 | ) | (46,341 | ) | (74,331 | ) | ||||
| Adjusted income tax benefit^(1)^ | 723 | 4,051 | 12,002 | 19,252 | ||||||||
| Adjusted net loss | $ | (2,069 | ) | $ | (11,588 | ) | $ | (34,339 | ) | $ | (55,079 | ) |
| Adjusted net loss per share, diluted | $ | (0.02 | ) | $ | (0.11 | ) | $ | (0.32 | ) | $ | (0.51 | ) |
| Adjusted weighted-average shares outstanding, diluted^(2)^ | 108,409 | 107,710 | 108,245 | 107,324 | ||||||||
| (1) | Represents the estimated effective tax rate of 25.9% for the<br>three and twelve months ended December 31, 2025 and 2024, applied to adjusted net income before income taxes. The estimated effective<br>tax rates are what the Company would be subject to and consist of the combined federal statutory tax rate and the Company’s blended<br>state tax rates. | |||||||||||
| --- | --- | |||||||||||
| (2) | Assumes options and restricted stock units calculated in accordance<br>with GAAP and the full exchange of all outstanding Paired Securities for shares of Class A common stock as of the beginning of the period. | |||||||||||
| --- | --- |
9
A reconciliation of net income (loss) per share, diluted, to adjusted net loss per diluted share is set forth below for the three and twelve months ended December 31, 2025 and 2024:
| For the Three Months Ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||||||||||||||
| Net Loss | Weighted Average<br> Shares,<br> Diluted | Net Income per Share, Diluted | Net Loss | Weighted Average Shares, Diluted | Net Income per Share, Diluted | |||||||||||
| Net loss attributable to Purple Innovation Inc.^(1)^ | $ | (3,212 | ) | 108,409 | (0.03 | ) | $ | (8,479 | ) | 107,710 | $ | (0.08 | ) | |||
| Assumed exchange of shares^(2)^ | (14 | ) | — | (32 | ) | — | ||||||||||
| Net loss | (3,226 | ) | (8,511 | ) | ||||||||||||
| Adjustments to arrive at adjusted loss before taxes^(3)^ | 434 | (7,128 | ) | |||||||||||||
| Adjusted loss before taxes | (2,792 | ) | (15,639 | ) | ||||||||||||
| Adjusted income tax benefit^(4)^ | 723 | 4,051 | ||||||||||||||
| Adjusted net loss | $ | (2,069 | ) | 108,409 | (0.02 | ) | $ | (11,588 | ) | 107,710 | $ | (0.11 | ) | |||
| (1) | Represents net loss attributable to Purple Innovation, Inc.<br>and the associated weighted average diluted shares, of Class A common stock outstanding. For the three months ended December 31, 2025,<br>the Paired Securities are included in the beginning weighted average shares, diluted. | |||||||||||||||
| --- | --- | |||||||||||||||
| (2) | Assumes the full exchange of all outstanding Paired Securities<br>for shares of Class A common stock as of the beginning of the period if not already included in weighted average diluted shares in footnote<br>(1) above. Also assumes the addition of net income attributable to noncontrolling interests corresponding with the assumed exchange of<br>the Paired Securities for shares of Class A common stock. | |||||||||||||||
| --- | --- | |||||||||||||||
| (3) | Represents the total impact of all adjustments identified in<br>the adjusted net income table above to arrive at adjusted income before income taxes. Also assumes the dilutive warrants, options and<br>restricted stock as calculated in accordance with GAAP. | |||||||||||||||
| --- | --- | |||||||||||||||
| (4) | Represents the estimated effective tax rate of 25.9% for the<br>three months ended December 31, 2025 and 2024, applied to adjusted net income before income taxes. The estimated effective tax rates<br>are what the Company would be subject to and consist of the combined federal statutory tax rate and the Company’s blended state<br>tax rates assuming no valuation allowance. | |||||||||||||||
| --- | --- |
10
| For the Year Ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||||||||||||||
| Net<br><br> Income | Weighted Average<br> Shares,<br> Diluted | Net Income per Share, Diluted | Net<br><br> Income | Weighted Average Shares, Diluted | Net Income per Share, Diluted | |||||||||||
| Net loss attributable to Purple Innovation Inc.^(1)^ | $ | (51,414 | ) | 108,245 | (0.48 | ) | $ | (97,897 | ) | 107,324 | $ | (0.91 | ) | |||
| Assumed exchange of shares^(2)^ | (97 | ) | — | (201 | ) | — | ||||||||||
| Net loss | (51,511 | ) | (98,098 | ) | ||||||||||||
| Adjustments to arrive at adjusted loss before taxes^(3)^ | 5,170 | 23,767 | ||||||||||||||
| Adjusted loss before taxes | (46,341 | ) | (74,331 | ) | ||||||||||||
| Adjusted income tax benefit^(4)^ | 12,002 | 19,252 | ||||||||||||||
| Adjusted net loss | $ | (34,339 | ) | 108,245 | (0.32 | ) | $ | (55,079 | ) | 107,324 | $ | (0.51 | ) | |||
| (1) | Represents net loss attributable to Purple Innovation, Inc.<br>and the associated weighted average diluted shares, of Class A common stock outstanding. For the year ended December 31, 2025, the Paired<br>Securities are included in the beginning weighted average shares, diluted. | |||||||||||||||
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| (2) | Assumes the full exchange of all outstanding Paired Securities<br>for shares of Class A common stock as of the beginning of the period if not already included in weighted average diluted shares in footnote<br>(1) above. Also assumes the addition of net income attributable to noncontrolling interests corresponding with the assumed exchange of<br>the Paired Securities for shares of Class A common stock. | |||||||||||||||
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| (3) | Represents the total impact of all adjustments identified in<br>the adjusted net income table above to arrive at adjusted income before income taxes. Also assumes the dilutive warrants, options and<br>restricted stock as calculated in accordance with GAAP. | |||||||||||||||
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| (4) | Represents the estimated effective tax rate of 25.9% for the<br>year ended December 31, 2025 and 2024, applied to adjusted net income before income taxes. The estimated effective tax rates are what<br>the Company would be subject to and consist of the combined federal statutory tax rate and the Company’s blended state tax rates<br>assuming no valuation allowance. | |||||||||||||||
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