Lovesac (LOVE) CEO boosts stake as performance RSUs vest and unearned units forfeit

Rhea-AI Filing Summary

Lovesac Co Chief Executive Officer Shawn David Nelson reported a set of compensation-related equity transactions involving performance-based restricted stock units and common stock. On March 18, 2026, portions of three tranches of performance-based RSUs granted in April 2023, June 2024, and April 2025 vested, and the corresponding RSUs were exercised into common shares. The filing shows he acquired a total of 29,311 shares of common stock through these derivative exercises at a stated price of $0.0000 per share. Unearned balances from each performance grant were forfeited back to Lovesac, reflected as dispositions of RSUs to the issuer. After these transactions, Nelson holds 198,371 shares of Lovesac common stock directly and an additional 52,094 shares indirectly through The LDPV Holding Trust, for which a footnote states he has sole authority over share disposition. No open-market purchases or sales are reported in this filing, underscoring that the activity is tied to equity incentive vesting rather than discretionary trading.

Insights

Equity Compensation & Governance Analyst

CEO equity changes stem from performance RSU vesting and forfeiture, not open-market trading.

The transactions show Lovesac CEO Shawn David Nelson receiving common shares as performance-based RSUs vested from grants dated April 15, 2023, June 11, 2024, and April 15, 2025. He exercised RSUs into 29,311 shares of common stock at a stated price of $0.0000 per share.

At the same time, unearned portions of these performance awards were forfeited back to Lovesac, disclosed as dispositions of RSUs to the issuer. This pattern reflects standard performance-vesting mechanics rather than discretionary selling, as there are no open-market sale codes or sale prices reported.

Following the transactions, Nelson holds 198,371 shares directly and 52,094 shares indirectly via The LDPV Holding Trust, where a footnote notes he has sole authority over share disposition. Subsequent filings may provide further detail on future vesting outcomes for remaining equity awards.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nelson Shawn David

(Last) (First) (Middle)

C/O THE LOVESAC COMPANY

421 ATLANTIC STREET, SUITE 201

(Street)

STAMFORD CONNECTICUT 06901

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Lovesac Co [ LOVE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.00001 par value	03/18/2026		M		4,504(1)	A	$0	173,564	D
Common Stock, $0.00001 par value	03/18/2026		M		9,106(1)	A	$0	182,670	D
Common Stock, $0.00001 par value	03/18/2026		M		15,701(1)	A	$0	198,371	D
Common Stock, $0.00001 par value								52,094	I	The LPDV Holding Trust(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (Performance-based Vesting)	(1)	03/18/2026		M			4,504	(3)	(3)	Common Stock	4,504	$0	5,192	D
Restricted Stock Units (Performance-based Vesting)	(1)	03/18/2026		D			5,192	(3)	(3)	Common Stock	5,192	$0	0	D
Restricted Stock Units (Performance-based Vesting)	(1)	03/18/2026		M			9,106	(4)	(4)	Common Stock	9,106	$0	10,126	D
Restricted Stock Units (Performance-based Vesting)	(1)	03/18/2026		D			510	(4)	(4)	Common Stock	510	$0	9,616	D
Restricted Stock Units (Performance-based Vesting)	(1)	03/18/2026		M			15,701	(5)	(5)	Common Stock	15,701	$0	35,499	D
Restricted Stock Units (Performance-based Vesting)	(1)	03/18/2026		D			1,365	(5)	(5)	Common Stock	1,365	$0	34,134	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting and settlement of the RSU, one share of the Issuer's common stock.

2. The reported shares are held by The LDPV Holding Trust, dated October 1, 2018, of which the reporting person's spouse is trustee and the reporting person has sole authority over the disposition of the shares of the Issuer held by the trust.

3. The reported shares were acquired upon the vesting of a portion of the third tranche of performance-based RSUs granted on April 15, 2023. The unearned balance of performance-based RSUs from this grant were forfeited.

4. The reported shares were acquired upon the vesting of a portion of the second tranche of performance-based RSUs granted on June 11, 2024. The unearned balance of performance-based RSUs from this tranche were forfeited.

5. The reported shares were acquired upon the vesting of a portion of the first tranche of performance-based RSUs granted on April 15, 2025. The unearned balance of performance-based RSUs from this tranche were forfeited.

Remarks:

	/s/ Megan C. Preneta, as Attorney-in-Fact for Shawn Nelson	03/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Lovesac (LOVE) CEO Shawn Nelson report?

Shawn David Nelson reported vesting and exercise of performance-based RSUs into common stock and forfeiture of unearned RSUs back to Lovesac. The activity reflects equity compensation vesting mechanics rather than open-market trading, based on the transaction codes and zero exercise price disclosed.

How many Lovesac (LOVE) shares did the CEO acquire in this Form 4?

The CEO acquired 29,311 shares of Lovesac common stock through derivative exercises of performance-based RSUs at a stated price of $0.0000 per share. These shares resulted from vesting portions of three separate performance RSU grants made between 2023 and 2025.

Did the Lovesac (LOVE) CEO sell any shares on the open market in this filing?

No open-market sales are shown. Dispositions use code D, indicating shares or RSUs returned to the issuer, not market sales. The filing describes forfeiture of unearned performance-based RSUs rather than selling common shares to outside investors at a market price.

What are the Lovesac (LOVE) CEO’s holdings after these transactions?

After the reported transactions, the CEO holds 198,371 shares of Lovesac common stock directly. He also has indirect ownership of 52,094 shares through The LDPV Holding Trust, where a footnote notes he has sole authority over the disposition of those trust-held shares.

How do the forfeited performance RSUs affect Lovesac (LOVE) CEO equity awards?

Forfeited RSUs indicate performance goals were not fully met for certain tranches. The filing states unearned balances from the April 2023, June 2024, and April 2025 performance-based RSU grants were forfeited, while vested portions converted into common shares for the CEO.

What role does The LDPV Holding Trust play in Lovesac (LOVE) insider ownership?

A footnote explains reported shares are held by The LDPV Holding Trust, where the CEO’s spouse is trustee and he has sole authority over share disposition. The Form 4 lists 52,094 shares of Lovesac common stock held indirectly through this trust structure.