lululemon (Nasdaq: LULU) sets CEO succession, adds $1.0B buyback authorization

Rhea-AI Filing Summary

lululemon athletica inc. announced third-quarter results for the period ended November 2, 2025, detailed a planned CEO transition, and expanded its stock repurchase program by $1.0 billion.

Calvin McDonald will step down as Chief Executive Officer and director effective January 31, 2026, remaining as a senior advisor through March 31, 2026 under a separation agreement that provides severance benefits under his employment agreement, his fiscal 2025 bonus, a $3.05 million cash payment, and continued vesting and extended exercise of certain equity awards, subject to releases and restrictive covenants. Board chair Marti Morfitt becomes executive chair, while CFO Meghan Frank and president and chief commercial officer Andre Maestrini will serve as interim co-CEOs starting January 31, 2026, supported by retention cash and equity awards. The enlarged repurchase program has no expiration date and permits open-market and privately negotiated buybacks, including under Rule 10b5-1 and Rule 10b-18 plans.

Insights

Equity analyst

Leadership transition and a larger buyback reshape lululemon’s near-term profile.

lululemon is pairing a CEO succession with a capital return decision. Calvin McDonald will leave the CEO role and the board effective January 31, 2026, then act as a senior advisor through March 31, 2026. Governance continuity is supported by Marti Morfitt moving from chair to executive chair and by appointing Meghan Frank and Andre Maestrini as interim co‑CEOs while a board committee runs a permanent CEO search.

The separation agreement grants McDonald severance under his employment contract, his fiscal 2025 bonus, a one‑time cash payment of $3.05 million, and favorable treatment of existing equity (continued vesting, extended option exercise, retirement treatment of PSUs), conditioned on releases and non‑competition, non‑solicitation, non‑disparagement, and confidentiality covenants. Interim co‑CEOs receive enhanced pay and retention incentives, including for Frank an annual salary of $950,000, target annual equity grants of $4.5 million, a deferred cash bonus of $1.5 million, and a $4.0 million equity award; for Maestrini a $750,000 deferred cash bonus and a $4.0 million equity award.

On the capital allocation side, the board approved a $1.0 billion increase to the existing stock repurchase program on December 3, 2025. The program has no expiration date and allows open‑market and privately negotiated purchases, including under Rule 10b5‑1 and Rule 10b‑18. The overall effect is a mix of leadership change, structured retention around the interim period, and additional flexibility to return capital through share repurchases.

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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

December 3, 2025

Date of Report (Date of earliest event reported)

lululemon athletica inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33608

20-3842867

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1818 Cornwall Avenue

Vancouver, British Columbia

Canada, V6J 1C7

(Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: (604) 732-6124

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.005 per share			LULU			Nasdaq Global Select Market

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:

☐			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))

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 2.02. Results of Operations and Financial Condition.

On December 11, 2025, lululemon athletica inc. (the "Company") issued a press release announcing its financial results for the third quarter ended November 2, 2025 and certain other information. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern time on December 11, 2025 to discuss its financial results.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 11, 2025, the board of directors of lululemon and Calvin McDonald mutually agreed that Mr. McDonald will step down from his position as Chief Executive Officer, effective January 31, 2026. To support an orderly transition of his responsibilities, Mr. McDonald will continue with lululemon in a senior advisor capacity through March 31, 2026. Mr. McDonald is also stepping down as a member of lululemon's board of directors, effective January 31, 2026.

In connection with these changes, the board of directors appointed Marti Morfitt, currently serving as chair of the board of directors, to serve as executive chair, effective immediately. The board of directors also appointed Meghan Frank, lululemon's chief financial officer, and Andre Maestrini, lululemon's president and chief commercial officer, to serve as interim co-Chief Executive Officers, effective January 31, 2026, while lululemon conducts a search for a permanent CEO. The board of directors has established a CEO search committee to oversee the process of identifying a permanent CEO and the search has commenced.

In connection with Mr. McDonald's departure, lululemon and Mr. McDonald have entered into a separation agreement and release under which Mr. McDonald agreed to a general release of claims in favor of lululemon. In exchange for this release and other covenants, following the separation date Mr. McDonald will receive the severance benefits provided under his employment agreement, payment of his bonus for fiscal 2025, a lump sum cash payment of $3.05 million, and specified treatment of his outstanding equity awards, including continued vesting and an extended exercise period for his stock options and retirement treatment of his outstanding PSUs. All such consideration is conditioned on Mr. McDonald's execution of a second release of claims upon separation and his continuing compliance with various restrictive covenants, including covenants relating to non-competition, non-solicitation, non-disparagement and confidentiality.

In connection with Ms. Frank's appointment as interim co-CEO, the People, Culture and Compensation Committee of the board of directors approved an increase in annual salary to $950,000 and an increase in target annual equity grants to $4.5 million. Ms. Frank will receive a one-time retention deferred cash bonus in the amount of $1.5 million, payable at the earlier of the start date of a permanent CEO and December 11, 2026, subject to her continued employment through that payment date. Ms. Frank will also receive a one-time retention equity award with a value of $4.0 million, which consists of stock options vesting over a four-year period and RSUs vesting over three years.

In connection with Mr. Maestrini's appointment as interim co-CEO, he will receive a one-time retention deferred cash bonus in the amount of $750,000, payable at the earlier of the start date of a permanent CEO and December 11, 2026, subject to his continued employment through that payment date. Mr. Maestrini will also receive a one-time retention equity award with a value of $4.0 million, which consists of stock options vesting over a four-year period and RSUs vesting over three years.

The retention equity awards for the interim co-CEOs will remain outstanding and subject to continued vesting and an extended exercise period in the event the interim co-CEO's employment is terminated without cause within 12 months of the start date of a permanent CEO, subject to customary release and restrictive covenants.

The foregoing summary of the separation agreement and release does not purport to be complete and is qualified in its entirety by reference to the separation agreement and release, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference. A copy of the press release lululemon issued about this matter is attached as Exhibit 99.2.

Item 8.01. Other Events.

On December 3, 2025, the board of directors approved a $1.0 billion increase to the Company's existing stock repurchase program. This program does not have an expiration date or require a minimum number of shares to be repurchased. Repurchases may be made on the open market at prevailing prices or through privately negotiated transactions, including under plans pursuant to Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934. The timing and amount of repurchases will depend on market conditions, trading eligibility, and other factors.

Item 9.01. Financial Statements and Exhibits.

 (d) Exhibits.

Exhibit No.						Description
10.1						Separation Agreement and Release, dated December 11, 2025
99.1						Earnings release issued on December 11, 2025.
99.2						CEO succession plan press release issued on December 11, 2025
104						Cover Page Interactive Data File (formatted in iXBRL)

SIGNATURES

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

			lululemon athletica inc.
Dated: December 11, 2025			/s/ MEGHAN FRANK
			Meghan Frank
			Chief Financial Officer

FAQ

What financial update did lululemon (LULU) provide in this disclosure?

The company issued a press release on December 11, 2025 announcing its financial results for the third quarter ended November 2, 2025, and scheduled a conference call for 4:30 p.m. Eastern time the same day to discuss those results.

When is Calvin McDonald stepping down as lululemon (LULU) CEO, and what is his transition role?

Calvin McDonald will step down as Chief Executive Officer and as a member of the board of directors effective January 31, 2026. He will continue with lululemon in a senior advisor capacity through March 31, 2026 to support an orderly transition of his responsibilities.

Who will lead lululemon (LULU) after Calvin McDonald steps down?

The board appointed Marti Morfitt, currently chair of the board, to serve as executive chair, effective immediately. Meghan Frank, the chief financial officer, and Andre Maestrini, the president and chief commercial officer, will serve as interim co‑Chief Executive Officers effective January 31, 2026 while the board’s CEO search committee conducts a search for a permanent CEO.

What are the key terms of Calvin McDonald’s separation package at lululemon (LULU)?

Under a separation agreement and release, Calvin McDonald agreed to a general release of claims. In exchange, after his separation he will receive severance benefits provided under his employment agreement, payment of his bonus for fiscal 2025, a lump‑sum cash payment of $3.05 million, and specified treatment of his outstanding equity awards, including continued vesting, an extended stock option exercise period, and retirement treatment of his outstanding PSUs, all conditioned on a second release and compliance with non‑competition, non‑solicitation, non‑disparagement, and confidentiality covenants.

How will interim co-CEOs Meghan Frank and Andre Maestrini be compensated at lululemon (LULU)?

In connection with her appointment, Meghan Frank’s annual salary increases to $950,000 and her target annual equity grants increase to $4.5 million. She will receive a one‑time deferred cash retention bonus of $1.5 million, payable at the earlier of the permanent CEO’s start date and December 11, 2026, and a one‑time $4.0 million retention equity award in stock options and RSUs. Andre Maestrini will receive a one‑time deferred cash retention bonus of $750,000 on the same timing conditions and a one‑time $4.0 million retention equity award in stock options and RSUs.

What change did lululemon (LULU) make to its stock repurchase program?

On December 3, 2025, the board of directors approved a $1.0 billion increase to the company’s existing stock repurchase program. The program has no expiration date or minimum repurchase requirement, and allows repurchases on the open market at prevailing prices or through privately negotiated transactions, including under plans pursuant to Rule 10b5‑1 and Rule 10b‑18 of the Securities Exchange Act of 1934.