lululemon athletica inc. SEC Filings

lululemon athletica inc. reported that Pres, CCO & Interim Co-CEO Andre Maestrini acquired 4,692 performance share units as equity compensation. Each unit represents a contingent right to receive one share of common stock. The units relate to a three-year performance period ending at the end of fiscal 2025, with performance goals certified on March 13, 2026, and vesting scheduled for March 30, 2026, subject to continued employment.

lululemon athletica inc. executive Meghan Frank, the CFO and Interim Co-CEO, reported the acquisition of 3,754 performance share units tied to company results. Each unit represents a right to receive one share of common stock, giving her a potential 3,754 shares after vesting.

The units were originally granted on March 30, 2023 for a three-year performance period ending at the close of fiscal 2025. The company certified that the performance goals were achieved on March 13, 2026. The performance share units are scheduled to vest on March 30, 2026, subject to her continued employment through that date.

Dennis J. "Chip" Wilson and a group of participants intend to file a definitive proxy statement on Schedule 14A and a GOLD universal proxy card to solicit proxies to elect their slate of director candidates and to seek approval of a business proposal at lululemon athletica inc.'s 2026 annual meeting. The participants state they collectively beneficially own 9,904,856 shares of the Company's common stock, including 5,115,961 shares of special voting stock paired with exchangeable shares of Lulu Canadian Holding, Inc. The campaign highlights three independent nominees — Marc Maurer, Laura Gentile and Eric Hirshberg — and urges shareholders to review the participants' materials, press releases, and website for details.

lululemon athletica inc. files its annual report outlining a global athletic apparel, footwear, and accessories business built on a premium, vertically integrated brand and an omni-channel model across 30 countries.

In 2025, the Americas generated 71% of net revenue with $7.85 billion, down 1.0%, reflecting softer demand and lower store traffic. China Mainland contributed $1.75 billion, up 28.9%, and Rest of World (APAC and EMEA) added $1.50 billion, up 15.6%, underscoring strong international momentum.

The company operated 811 company-operated stores as of February 1, 2026, plus 45 licensed locations, and reported sales per square foot of $1,426, down from $1,574 in 2024. Its supply chain is highly concentrated in South and South East Asia and fabric sourcing in Taiwan and China Mainland, creating exposure to geopolitical, tariff, and logistics risks.

Key risks highlighted include intense competition and imitation products, reliance on trend‑driven innovation, tariff and de minimis rule changes increasing U.S. product costs, foreign exchange and tax law volatility, cybersecurity and evolving AI regulation, and significant dependency on third‑party manufacturers and logistics.

The report also notes leadership transition, with the CEO stepping down effective January 31, 2026 and interim co‑CEOs appointed, as well as an activist-driven proxy contest and declassification proposal, which could add governance and strategic uncertainty.

lululemon athletica inc. reported slower growth and weaker profitability for 2025. Fourth quarter net revenue rose 1% to $3.6 billion, with diluted EPS of $5.01 versus $6.14 a year earlier, as gross margin fell 550 basis points to 54.9% and operating margin to 22.3%.

For 2025, net revenue grew 5% to $11.1 billion, but diluted EPS declined to $13.26 from $14.64 as income from operations fell 12% and operating margin dropped to 19.9%. Americas revenue decreased 1% while international revenue rose 22%, with particularly strong growth in China Mainland. The company repurchased 5.0 million shares for $1.2 billion and ended the year with $1.8 billion in cash and $1.7 billion of inventories, up 18%. For 2026, management guides net revenue of $11.350 billion to $11.500 billion (2%–4% growth) and diluted EPS of $12.10 to $12.30, below 2025 levels, highlighting continued investments and margin pressure even as it sees ongoing international and product-driven growth opportunities.

lululemon athletica inc. announced that its board of directors has appointed Chip Bergh, former President and CEO of Levi Strauss & Co., to the board effective March 17, 2026. He will serve as a Class I director through the 2026 annual meeting and sit on the Corporate Responsibility, Sustainability and Governance Committee and the People, Culture, and Compensation Committee.

The board size increases from nine to ten members with his appointment and will return to nine after the 2026 annual meeting, when long‑time director David Mussafer retires and does not stand for reelection. The company highlights this move as part of its ongoing board refreshment and notes it is continuing the search for its next CEO.

Dennis J. Wilson and related entities reaffirm their 8.4% beneficial stake in lululemon athletica inc., totaling 9,904,856 common shares, with no change in holdings from the prior amendment. The filing shows Wilson with 3,852 shares under sole voting and dispositive power and 9,901,004 shares under shared voting and dispositive power.

Affiliated entities, including Anamered Investments Inc., LIPO Investments (USA), Inc., Wilson 5 Foundation, Wilson 5 Foundation Management Ltd., Five Boys Investments ULC, Shannon Wilson and Low Tide Properties Ltd., each report separate beneficial amounts, contributing to the overall group position. Several additional reporting persons currently report zero beneficial ownership. This Amendment No. 15 also updates the stated purpose of the group’s involvement by incorporating a March 12, 2026 press release in which Wilson addresses potential CEO candidates, questions the Board’s fitness to support “visionary leadership,” and calls for meaningful Board refreshment, Board independence, innovation investment, and stronger support for internal talent development.

Dennis J. Wilson and affiliated Participants intend to seek shareholder votes at lululemon athletica inc.'s 2026 annual meeting. They state they will file a definitive Schedule 14A and a GOLD universal proxy card to solicit proxies to elect Mr. Wilson's slate of director candidates and to seek approval of a business proposal.

The Participants disclose aggregate beneficial ownership of 9,904,856 shares of Common Stock, of which 5,115,961 are special voting stock paired with exchangeable shares on a fully converted basis, per a Schedule 13D amendment filed March 9, 2026. Mr. Wilson posted related material to LinkedIn on March 12, 2026 (Exhibit 1).

lululemon athletica inc. files a Schedule 14A proxy solicitation from Dennis J. "Chip" Wilson and affiliated participants to nominate three director candidates and seek shareholder approval of a business proposal at the 2026 annual meeting. The participants, who together are deemed to beneficially own 9,904,856 shares (including 5,115,961 special voting shares on a fully-converted basis), state they will furnish a definitive proxy statement and a GOLD universal proxy card to solicit proxies for election of Marc Maurer, Laura Gentile and Eric Hirshberg and call for board refreshment prior to appointment of a new CEO. The participants reference an amendment to Schedule 13D filed March 9, 2026 and public outreach materials dated March 12, 2026.