lululemon (LULU) CFO exercises PSUs; shares withheld for tax

Rhea-AI Filing Summary

lululemon athletica inc.’s CFO & Interim Co-CEO Meghan Frank settled performance-based equity awards and related taxes. She exercised 3,754 Performance Share Units, receiving the same number of common shares as part of compensation. To cover tax obligations on this vesting and on restricted stock unit vesting, 2,178 common shares were withheld at $145.83 per share. After these non‑market transactions, she directly owns 32,392 shares of lululemon common stock.

Insights

Equity compensation & governance analyst

Routine vesting and tax withholding; no open-market trading.

Meghan Frank, CFO & Interim Co-CEO of lululemon athletica inc., exercised 3,754 Performance Share Units, converting them into the same number of common shares as part of an equity award linked to a three-year performance period ending in fiscal 2025.

Footnotes state that the company certified performance goals on March 13, 2026, and the units vested on March 30, 2026. This positions the event clearly as compensation realization rather than a discretionary market trade.

The filing shows 2,178 shares withheld at $145.83 per share to satisfy tax obligations tied to both performance share and restricted stock unit vesting. Because these are tax-withholding dispositions, not sales into the market, and she holds 32,392 shares afterward, the overall signal is routine and neutral for investors.

Insider Trade Summary

3,754 shares exercised/converted

Mixed 4 txns

Insider FRANK MEGHAN

Role CFO & Interim Co-CEO

Type	Security	Shares	Price	Value
Exercise	Performance Share Units	3,754	$0.00	--
Exercise	Common Stock	3,754	$0.00	--
Tax Withholding	Common Stock	1,977	$145.83	$288K
Tax Withholding	Common Stock	201	$145.83	$29K

Holdings After Transaction: Performance Share Units — 0 shares (Direct); Common Stock — 34,570 shares (Direct)

Footnotes (1)

1. Represents shares withheld for tax obligations in connection with settlement of performance share units. Represents shares withheld for tax obligations in connection with vesting of restricted stock units. Each performance share unit represents a contingent right to receive one share of the issuer's common stock. The performance share units were granted on March 30, 2023 with respect to the three-year period ending at the end of fiscal 2025. The issuer certified the achievement of the performance goals on March 13, 2026. The performance share units vested on March 30, 2026.

Key Figures

Performance Share Units exercised: 3,754 units/shares Shares withheld for tax: 2,178 shares Withholding price per share: $145.83 per share +3 more

6 metrics

Performance Share Units exercised 3,754 units/shares PSUs converted to common stock on March 30, 2026

Shares withheld for tax 2,178 shares Withheld to cover tax on PSU and RSU vesting

Withholding price per share $145.83 per share Value used for tax-withholding dispositions

Shares held after transactions 32,392 shares Direct ownership of lululemon common stock post-filing

PSU grant date March 30, 2023 Grant of performance share units for three-year performance period

Performance goals certified March 13, 2026 Date issuer certified PSU performance achievement

Key Terms

Performance Share Units, restricted stock units, withheld for tax obligations, vesting, +1 more

5 terms

Performance Share Units financial

"Each performance share unit represents a contingent right to receive one share of the issuer's common stock."

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

restricted stock units financial

"Represents shares withheld for tax obligations in connection with vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withheld for tax obligations financial

"Represents shares withheld for tax obligations in connection with settlement of performance share units."

vesting financial

"The performance share units vested on March 30, 2026."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

FRANK MEGHAN

(Last) (First) (Middle)

C/O LULULEMON ATHLETICA INC.

1818 CORNWALL AVENUE

(Street)

VANCOUVER V6J 1C7

(City) (State) (Zip)

BRITISH COLUMBIA, CANADA

(Country)

2. Issuer Name and Ticker or Trading Symbol
lululemon athletica inc. [ LULU ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO & Interim Co-CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

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	03/30/2026		M		3,754	A	$0	34,570	D
Common Stock(1)	03/30/2026		F		1,977	D	$145.83	32,593	D
Common Stock(2)	03/30/2026		F		201	D	$145.83	32,392	D

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
Performance Share Units	(3)	03/30/2026		M			3,754	(3)	03/30/2026	Common Stock	3,754	$0	0	D

Explanation of Responses:

1. Represents shares withheld for tax obligations in connection with settlement of performance share units.

2. Represents shares withheld for tax obligations in connection with vesting of restricted stock units.

3. Each performance share unit represents a contingent right to receive one share of the issuer's common stock. The performance share units were granted on March 30, 2023 with respect to the three-year period ending at the end of fiscal 2025. The issuer certified the achievement of the performance goals on March 13, 2026. The performance share units vested on March 30, 2026.

	/s/ Meghan Frank by Alex Grieve, Attorney-in-Fact	04/01/2026
	** 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 did lululemon (LULU) executive Meghan Frank report in this Form 4?

Meghan Frank reported settlement of equity awards, not an open-market trade. She exercised 3,754 Performance Share Units into common stock and had shares withheld to cover tax obligations tied to performance share and restricted stock unit vesting.

How many lululemon shares did Meghan Frank acquire through Performance Share Units?

She acquired 3,754 shares of lululemon common stock through the exercise of 3,754 Performance Share Units. Each unit represented a contingent right to receive one share of common stock upon achievement of performance goals and subsequent vesting.

How many lululemon shares were withheld for Meghan Frank’s tax obligations?

A total of 2,178 shares were withheld to satisfy tax obligations. This included 1,977 shares related to the performance share unit settlement and 201 shares related to restricted stock unit vesting, all valued at $145.83 per share in the filing.

Did Meghan Frank sell any lululemon shares on the open market in this filing?

The filing does not show any open-market sales. Instead, it records tax-withholding dispositions, where shares were withheld by the issuer to cover tax liabilities associated with equity awards, rather than sold by the executive into the market.

How many lululemon shares does Meghan Frank hold after these transactions?

After these transactions, Meghan Frank directly holds 32,392 shares of lululemon common stock. This balance reflects the exercise of performance share units and the subsequent withholding of some shares to meet tax obligations under the company’s equity compensation programs.

What is the performance period and vesting timeline for Meghan Frank’s Performance Share Units at lululemon?

The Performance Share Units were granted on March 30, 2023, for a three-year period ending at the end of fiscal 2025. Performance goals were certified on March 13, 2026, and the units vested on March 30, 2026, triggering share delivery and related tax withholding.