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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 10, 2026
THE LOVESAC COMPANY
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-38555 |
|
32-0514958 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
421 Atlantic Street
Stamford, Connecticut 06901 |
| (Address of Principal Executive Offices, and Zip Code) |
(888) 636-1223
Registrant’s Telephone Number, Including
Area Code
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common stock, par value $0.00001 per share |
|
LOVE |
|
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
On June 10, 2026, the Board of Directors
(the “Board”) of The Lovesac Company (the “Company”) appointed Mr. Andrew Farag to serve as principal
accounting officer, Executive Vice President, Chief Financial Officer and Treasurer of the Company, effective June 15, 2026. Mr.
Farag, 42, joins the Company from Riveron, a leading business advisory firm specializing in accounting, finance, technology and
operations, where he served as Managing Director, from September 2024 to May 2026. From June 2022 to
September 2024, Mr. Farag served as Managing Director of Ankura Consulting Group, which included
acting as interim CFO and CEO for public and private equity owned portfolio companies with revenues ranging between $250 million to
$2 billion in revenue. During his tenure at Ankura, Mr. Farag served as the Company’s interim controller from August
2023 to January 2024. Before Ankura, Mr. Farag was the CFO and COO of Net Retailers, Inc. from January 2021 to June 2022, and
the CFO and Interim CEO of Dynamic Communities, a TZP portfolio company, from May 2019 to December 2020. Prior to that, he held the
role of CFO at Revolution Marketing from June 2016 to April 2019. Mr. Farag received a bachelor of science degree in
accounting from Purdue University and a master’s degree in business administration from the Kellogg School of Management at
Northwestern University.
There is no arrangement or understanding between
Mr. Farag and any other persons pursuant to which Mr. Farag was appointed as Chief Financial Officer. Neither Mr. Farag nor any of his
immediate family members have been or are currently proposed to be a participant in any transaction that would be required to be reported
pursuant to Item 404(a) of Regulation S-K.
Mr. Farag’s Compensation Arrangement
Pursuant to Mr. Farag’s offer letter and
employment agreement with the Company, effective June 15, 2026, Mr. Farag’s base salary will be $560,000 and he will be eligible
for an annual cash-based short-term incentive award (“Annual Incentive”) with a target award amount of 70% of his base salary
up to a maximum of 140% of his base salary. The payment of any Annual Incentive shall be subject to the Company’s performance relative
to metrics and targets set by the Compensation Committee of the Board of Directors for the performance period, and subject to the terms
and conditions of any applicable compensation plans. Mr. Farag will be eligible to receive an annual grant of restricted stock units (“RSUs”)
with a grant date value of approximately $791,000 which will be subject to time-based and performance-based vesting conditions. Mr. Farag
will receive a cash signing bonus of $255,000 payable within thirty (30) days of his commencement of employment, and a one-time RSU grant
with a grant date value of approximately $450,000, subject to time-based vesting conditions. The terms and conditions of all RSU grants
will be established by the Compensation Committee and governed by applicable equity compensation plans and award agreements. Mr. Farag
has entered into an employment agreement with the Company which provides severance benefits upon separation of employment, the terms of
which are consistent with the employment agreements that have been entered into with the other executive officers of the Company.
The foregoing summary of Mr. Farag’s employment
agreement and offer letter is qualified in its entirety by the complete copy of each document attached hereto as Exhibits 10.1 and 10.2.
A copy of the Company’s June 15, 2026 press release announcing the foregoing organizational changes is furnished hereto as Exhibit
99.1 to this Current Report on Form 8-K.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Resignation of Chief Financial Officer
On June 12, 2026, the “Company
and Mr. Keith Siegner, the Company’s Executive Vice President, Chief Financial Officer and Treasurer,
agreed that Mr. Siegner will resign from his positions effective June 15, 2026 and transition to a non-executive role ending effective
June 22, 2026 (the “Separation Date”). Mr. Siegner’s separation of employment is not related to any financial or accounting
issues or any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In connection
with Mr. Siegner’s separation of employment, the Company entered into a separation and release agreement with Mr. Siegner on June
15, 2026 (the “Separation Agreement”) which supersedes the separation benefits set forth in Mr. Siegner’s amended Employment
Agreement dated February 23, 2026. Subject to Mr. Siegner’s non-revocation of the Separation Agreement following the Separation
Date and his ongoing compliance with his existing non-competition, non-solicitation, confidentiality, non-disparagement and related restrictive
covenants, Mr. Siegner is eligible to receive: (i) an aggregate amount equal to $576,800, representing twelve (12) months of Mr. Siegner’s
base salary in effect immediately prior to the Separation Date, payable in monthly installments for twelve (12) months following the Separation
Date; (ii) accelerated vesting of the final tranche of Mr. Siegner’s time-based RSU award (equal to 3,189 shares of common stock)
and performance-based restricted stock unit award (equal to 2,963 shares of common stock) granted on June 30, 2023 under the Company’s
Second Amended and Restated 2017 Equity Incentive Plan (the “Equity Plan”), and (iii) subsidized COBRA benefits for a period
of up to twelve (12) months from the Separation Date. The balance of Mr. Siegner’s outstanding restricted stock units and performance
stock units granted under the Company’s Equity Plan will be forfeited in accordance with the terms of the Equity Plan and related
award agreements.
The foregoing description of the Separation Agreement
is only a summary and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed
as an exhibit hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Separation Agreement by and between The Lovesac Company and Keith Siegner dated June 15, 2026. |
| 10.2 |
|
Offer Letter by and between The Lovesac Company and Andrew Farag dated April 1, 2026. |
| 10.3 |
|
Employment Agreement by and between The Lovesac Company and Andrew dated June 15, 2026. |
| 99.1 |
|
The Lovesac Company Press Release dated June 15, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 15, 2026 |
|
|
| |
|
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THE LOVESAC COMPANY |
| |
|
|
| |
By: |
/s/ Megan C. Preneta |
| |
Name: |
Megan C. Preneta |
| |
Title: |
Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
THE LOVESAC COMPANY ANNOUNCES CFO TRANSITION
STAMFORD, Conn. — The Lovesac Co. (NASDAQ: LOVE), the
Designed for Life home and technology brand best known for its Sactionals, The World's Most Adaptable Couch, today announced it has appointed
Andrew Farag as the Company’s Executive Vice President, Chief Financial Officer and Treasurer, effective immediately. He succeeds
Keith Siegner who has stepped down from the role but will remain with the Company for a short period to support the transition.
Mr. Farag brings more than 20 years
of strategic finance and operational leadership experience, having served in executive roles including CFO and COO across public and
private companies. His track record of driving profitable growth, leading enterprise transformations, and executing value creation
strategies positions him well to support Lovesac’s continued expansion and strategic initiatives.
“We are thrilled to welcome
Andrew to the Lovesac team at this pivotal moment in our company’s evolution,” said Shawn Nelson, Chief Executive
Officer. “Having worked with Andrew previously in a consulting capacity, we saw firsthand the value he brings to complex business challenges. With his
extensive experience driving operational excellence and financial discipline across retail, consumer goods, and manufacturing
companies, he is the perfect partner as we execute on the most ambitious product innovation roadmap in Lovesac’s history. His
proven ability to optimize financial operations, lead systems implementations, and drive business growth and margin improvements
through marketing, supply chain, manufacturing, and organizational strategic initiatives aligns perfectly with our strategic
priorities as we pursue our mission to become the most loved home brand in America.”
Most recently, Mr. Farag served as Managing Director at Riveron, where
he provided strategic finance and corporate advisory solutions. In this capacity and through his previous role at Ankura Consulting, he
led financial transformations, post-merger integrations, and performance improvement initiatives across multiple industries including
consumer goods, marketing, manufacturing, retail, and technology. His experience encompasses companies at every stage of growth, including
those scaling toward $2 billion in revenue. Prior to his consulting roles, Farag held CFO and COO positions at Net Retailers, Inc., Dynamic
Communities, and rEvolution Marketing where he built and scaled finance organizations, developed sophisticated FP&A capabilities,
and led companies through critical growth phases. Mr. Farag earned his Bachelor of Science in Accounting from Purdue University’s
Krannert School of Management and his MBA in Finance from Northwestern University’s J.L. Kellogg School of Management.
“I want to express my sincere appreciation to Keith for his contributions
to Lovesac over the past three years,” Nelson added. “His leadership has helped establish a strong financial foundation, and
we wish him continued success in all of his future endeavors.”
The Company reaffirmed its second quarter and full-year fiscal 2027
financial guidance, as previously announced in the first quarter fiscal 2027 earnings release issued on June 11, 2026.
About The Lovesac Company
Based in Stamford, Connecticut, The Lovesac Company (NASDAQ: LOVE)
is a technology driven company that designs, manufactures and sells unique, high quality furniture derived through its proprietary Designed
for Life approach which results in products that are built to last a lifetime and designed to evolve as customers’ lives do. The
current product offering is comprised of modular couches called Sactionals, the Sactionals Reclining seat, premium foam beanbag chairs
called Sacs, the PillowSac Chair, an immersive surround sound home theater system called StealthTech, and an innovative sofa seating solution
called SnuggTM. As a recipient of Repreve’s 9th Annual Champions of Sustainability Award and Edison Awards' 38th Annual
Best New Product Awards for Sustainable Consumer Products and 39th Annual Bronze Award for Human-Centric Domestic Solutions, responsible
production and innovation are at the center of the brand’s design philosophy with products protected by a robust portfolio of utility
and design patents. Products are marketed and sold primarily online directly at www.lovesac.com, supported by a physical retail presence
in the form of Lovesac branded showrooms, as well as through shop-in-shops and pop-up-shops with third party retailers. LOVESAC, DESIGNED
FOR LIFE, PILLOWSAC SACTIONALS, SAC, STEALTHTECH, and THE WORLD’S MOST ADAPTABLE COUCH are trademarks of The Lovesac Company and
are Registered in the U.S. Patent and Trademark Office.
Cautionary Statement Concerning Forward-Looking
Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 and other legal authority. Forward-looking statements can be
identified by words such as “may,” “continue(s),” “believe,” “anticipate,” “could,”
“should,” “intend,” “plan,” “will,” “aim(s),” “can,” “would,”
“expect(s),” “expectation(s),” “estimate(s),” “project(s),” “projections,”
“forecast(s)”, “positioned,” “approximately,” “potential,” “goal,” “pro
forma,” “strategy,” “outlook” or the negative of these words or other similar terms or expressions that
concern our expectations, strategy, plans, or intentions. All statements, other than statements of historical facts, included in this
press release under the heading “Outlook” and all statements regarding strategy, future operations and launch of new products,
the pace and success of new products, future financial position or projections, future revenue, projected expenses, sustainability goals,
prospects, plans and objectives of management are forward-looking statements. These statements are based on management’s current
expectations, beliefs and assumptions concerning the future of our business, anticipated events and trends, the economy and other future
conditions. We may not actually achieve the plans, carry out the intentions or meet the expectations disclosed in the forward-looking
statements and you should not rely on these forward-looking statements. Actual results and performance could differ materially from those
projected in the forward-looking statements as a result of many factors. Among the key factors that could cause actual results to differ
materially from those expressed or implied in the forward-looking statements include: business disruptions or other consequences of economic
instability, recession, political instability, civil unrest, armed hostilities and global conflict, natural and man-made disasters, pandemics
or other public health crises, or other catastrophic events; the impact of changes or declines in consumer spending and increases in interest
rates and inflation on our business, sales, results of operations and financial condition; the costs of defending against class-action,
derivative and other litigation or other legal or governmental proceedings, and any resulting liability that might arise from it; our
ability to manage and sustain our growth and profitability effectively, including in our ecommerce business, forecast our operating results,
and manage inventory levels; our cash flows, changes in the market price of our common stock, global economic and market conditions and
other considerations that could impact the specific timing, price and size of repurchases under our stock repurchase program or our ability
to fund any stock repurchases; our ability to improve our products and develop and launch new products; our ability to successfully open
and operate new showrooms; our ability to advance, implement or achieve our environmental, social and governance goals; our ability to
realize the expected benefits of investments in our supply chain and infrastructure, as well as our efforts to onshore manufacturing for
a portion of our Sactionals production or other products; disruption in our supply chain and dependence on foreign manufacturing and imports
for our products; execution of our share repurchase program and its expected benefits for enhancing long-term shareholder value; our ability
to acquire new customers and engage existing customers; reputational risk associated with increased use of social media; our ability to
attract, develop and retain highly skilled associates and employees; cybersecurity and vulnerability to electronic break-ins and other
similar disruptions or other system interruptions or failures in our technology infrastructure needed to service our customers, process
transactions and fulfill orders; unauthorized disclosure of sensitive or confidential information through breach of our computer system;
the ability of third-party providers to continue uninterrupted service; the impact of changes in diplomatic and trade relations, as well
as tariffs and the countermeasures and tariff mitigation initiatives, as well as our ability to collect on our claims for refunds of tariffs
previously paid and any other costs or liabilities we might incur as a result of those efforts; the regulatory environment in which we
operate; our ability to maintain, grow and enforce our brand and intellectual property rights and avoid infringement or violation of the
intellectual property rights of others; any inability to implement and maintain effective internal control over financial reporting; and
our ability to compete and succeed in a highly competitive and evolving industry, as well as those risks and uncertainties disclosed under
the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” in our most recent Form 10-K and in our Form 10-Qs filed with the Securities and Exchange Commission, and similar
disclosures in subsequent reports filed with the SEC, which are available on our investor relations website at investor.lovesac.com and
on the SEC website at www.sec.gov. Any forward-looking statement made by us in this press release speaks only as of the date on which
we make it. We disclaim any intent or obligation to update these forward-looking statements to reflect events or circumstances that exist
after the date on which they were made.
Investor Relations Contact:
Caitlin Churchill, ICR
(203) 682-8200
InvestorRelations@lovesac.com
