[8-K] The Lovesac Company Reports Material Event

Rhea-AI Filing Summary

The Lovesac Company appointed Alan Boehme to its Board of Directors effective August 27, 2025. His compensation follows the companys non-employee Director Compensation Policy and includes a grant of restricted stock units valued at $125,000 that vest 50% after one year and 50% after two years, contingent on continued Board service. He will also receive an annual cash retainer of $75,000, payable quarterly, which he may elect to take as RSUs that vest on the anniversary of each grant. The filing states there are no related-party transactions or other arrangements requiring disclosure.

Positive

• Board appointment completed with clear, disclosed compensation terms
• $125,000 RSU grant with defined 1- and 2-year vesting schedule
• $75,000 annual cash retainer payable quarterly with option to receive as RSUs
• No related-party transactions reported in connection with the appointment

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine independent director appointment with standard equity and cash retainer under existing policy.

The disclosure documents a standard board appointment and confirms compensation consistent with the company's published non-employee Director Compensation Policy. The equity award structure (50% at one year, 50% at two years) ties pay to continued service, which is typical for aligning director incentives with shareholder interests. The filing explicitly states no related-party transactions exist, reducing governance risk related to the appointment.

Compensation Analyst

TL;DR: Director pay mix combines time-based RSUs and a meaningful cash retainer, allowing conversion to equity.

The package disclosed comprises a $125,000 RSU grant with two-year vesting and a $75,000 annual cash retainer, payable quarterly and electable in RSUs that vest on grant anniversaries. This structure balances cash and equity, with vesting schedules that create retention incentives. The filing provides clear terms but does not disclose any pro rata treatment for partial years or specifics on RSU settlement mechanics.

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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): August 27, 2025

THE LOVESAC COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-38555

32-0514958

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation)

File Number)

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.

On August 27, 2025 (the "Effective Date"), the Board of Directors (the "Board") of The Lovesac Company (the “Company”) appointed Mr. Alan Boehme to its Board.

In connection with his election to the Board, Mr. Boehme will be entitled to receive compensation in accordance with the Company's non-employee Director Compensation Policy (the "Policy"), which is discussed in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 24, 2025. Under this Policy, Mr. Boehme will receive a grant of restricted stock units ("RSUs") of the Company’s common stock valued at $125,000 of which 50% vest on the one-year anniversary of the grant date and 50% on the two-year anniversary of the grant date, subject to Mr. Boehme's continued service on the Board on the vesting dates. In addition, Mr. Boehme is also entitled to an annual cash retainer of $75,000 payable in quarterly installments which he may elect to receive in the form of RSUs which vest on the anniversary of the grant date.

There are no arrangements or understandings between Mr. Boehme and any other person relating to his appointment to the Board. Neither Mr. Boehme 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 (17 CFR 229.404(a)).

Item 7.01 Regulation FD Disclosure.

The Lovesac Company issued a press release, dated August 27, 2025, announcing the appointment of Mr. Alan Boehme to the Board of Directors. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

The information in Items 7.01 and 9.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
99.1						Press Release dated August 27, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 27, 2025
			THE LOVESAC COMPANY
			By:			/s/ Megan C. Preneta
			Name:			Megan C. Preneta
			Title:			Vice President, General Counsel and Secretary

FAQ

Who was appointed to the Board of The Lovesac Company (LOVE)?

The filing states that Alan Boehme was appointed to the Board effective August 27, 2025.

What equity compensation did Alan Boehme receive according to the 8-K?

Mr. Boehme will receive a grant of restricted stock units valued at $125,000, with 50% vesting after one year and 50% after two years, subject to continued service.

What cash compensation will the new director receive?

He is entitled to an annual cash retainer of $75,000, payable in quarterly installments, which he may elect to receive as RSUs.

Are there any related-party transactions disclosed for Mr. Boehme?

The company states that neither Mr. Boehme nor his immediate family have been or are proposed participants in transactions requiring disclosure under Item 404(a).

Does the filing reference the companys Director Compensation Policy?

Yes, the filing says compensation is in accordance with the company's non-employee Director Compensation Policy as discussed in the Proxy Statement filed April 24, 2025.