LULU amends credit facility to $600M with upsize to $1.0B

Rhea-AI Filing Summary

lululemon athletica inc. entered into a Second Amended and Restated Credit Agreement establishing an unsecured five-year revolving credit facility with $600.0 million in commitments. The facility permits requested increases in aggregate commitments up to a total of $1.0 billion. The maturity date is October 15, 2030, with two potential one-year extensions at lululemon’s request under certain circumstances.

Borrowings may be prepaid and commitments reduced or terminated without premium or penalty, subject to customary breakage costs. The facility is guaranteed by lululemon and certain subsidiaries, bears interest at alternative benchmarks plus an applicable margin, and features a pricing grid tied to credit ratings or financial ratios. It includes customary covenants (including leverage and fixed charge coverage) and events of default, including change of control. Bank of America, N.A. serves as administrative agent.

Insights

Corporate credit analyst

$600M unsecured revolver to 2030 with upsize to $1.0B.

lululemon executed a Second Amended and Restated Credit Agreement providing an unsecured revolving credit facility of $600.0 million, with the option to request increases up to a total of $1.0 billion. The facility matures on October 15, 2030 and includes two one-year extension options under specified conditions.

Pricing is based on alternative benchmarks plus a margin set by a grid tied to credit ratings or financial ratios. Covenants are customary, including leverage and fixed charge coverage, along with standard negative covenants and a change-of-control event of default.

Prepayment and commitment reductions are allowed without premium (subject to breakage costs). Actual liquidity usage will depend on business needs; the agreement primarily provides committed flexibility rather than immediate cash inflow.

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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

October 15, 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 1.01. Entry into a Material Definitive Agreement.

On October 15, 2025, lululemon athletica inc. (“lululemon”) entered into the Second Amended and Restated Credit Agreement, as described below under Item 2.03, which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

On October 15, 2025, lululemon entered into the Second Amended and Restated Credit Agreement (the “Credit Agreement”), by and among lululemon and certain of its subsidiaries as co-borrowers, Bank of America, N.A., as administrative agent, and the lenders party thereto, which provides for $600.0 million in commitments under an unsecured five-year revolving credit facility (the “Credit Facility”). Subject to the conditions stated in the Credit Agreement, lululemon may request increases in the aggregate commitments thereunder up to a total of $1.0 billion. The Credit Facility has a maturity date of October 15, 2030, subject to two one-year extensions at the request of lululemon under certain circumstances, in each case as more fully described in the Credit Agreement.

Borrowings under the Credit Facility may be prepaid and commitments may be reduced or terminated from time to time without premium or penalty, subject to customary breakage costs. The Credit Facility is guaranteed by lululemon and certain of its subsidiaries, subject to customary exceptions. Borrowings under the Credit Facility bear interest at rates based on alternative benchmarks, at lululemon’s option, in each case plus an applicable margin. The margin and any commitment fees are determined pursuant to a pricing grid based on lululemon’s credit ratings or financial ratios, as more fully described in the Credit Agreement.

The Credit Agreement contains customary financial, affirmative and negative covenants applicable to lululemon and its subsidiaries, including limitations on indebtedness, liens, fundamental changes, dispositions of assets, changes in the nature of business, and restrictions on subsidiary dividends and distributions, as well as financial covenants based on leverage and fixed charge coverage ratios. The Credit Agreement also includes customary representations and warranties and events of default (including, among others, upon the occurrence of a change of control), with related remedies available to the lenders, all as more fully described in the Credit Agreement.

The foregoing descriptions of the Credit Agreement and the Credit Facility do not purport to be complete and are qualified in their entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 to this current report and is incorporated by reference in this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

 (d) Exhibits.

Exhibit No.						Description
10.1						Second Amended and Restated Credit Agreement, dated October 15, 2025, among lululemon athletica inc. and certain of its subsidiaries, as borrowers; Bank of America, N.A., as administrative agent; and each other lender party thereto.
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: October 21, 2025			/s/ MEGHAN FRANK
			Meghan Frank
			Chief Financial Officer

FAQ

What did LULU announce in its 8-K?

lululemon entered a Second Amended and Restated Credit Agreement for an unsecured revolving credit facility with $600.0 million in commitments.

Can LULU increase the size of its credit facility?

Yes. lululemon may request increases in aggregate commitments up to a total of $1.0 billion.

What is the maturity of LULU’s new credit facility?

The facility matures on October 15, 2030, with two one-year extension options under certain circumstances.

Is the lululemon credit facility secured?

It is unsecured and guaranteed by lululemon and certain subsidiaries, subject to customary exceptions.

Who is the administrative agent for LULU’s facility?

Bank of America, N.A. is the administrative agent.

How are interest and fees determined on LULU’s revolver?

Borrowings bear interest at alternative benchmarks plus a margin. The margin and commitment fees follow a pricing grid based on credit ratings or financial ratios.

What covenants apply to LULU’s credit agreement?

Customary covenants include limitations on indebtedness, liens, asset dispositions, and financial covenants based on leverage and fixed charge coverage ratios.