Dennis Wilson (LULU) holds 8.4% lululemon stake, presses for board changes

Rhea-AI Filing Summary

lululemon athletica inc. shareholder Dennis J. Wilson and affiliated entities filed Amendment No. 13 to their Schedule 13D, reaffirming beneficial ownership of 9,904,856 shares of common stock, representing 8.4% of the class. The filing states that the number of shares beneficially owned has not changed since Amendment No. 12.

Wilson issued an open letter to shareholders on February 27, 2026, criticizing the company’s response to his previously proposed framework, questioning the Board’s independence, and advocating for substantial Board refreshment endorsed by shareholders. On January 28, 2026, he also made a books and records demand under Section 220 of Delaware law, a step described as customary in proxy contests.

Insights

Activism and governance analyst

Large lululemon holder escalates governance dispute without changing stake size.

The reporting group led by Dennis J. Wilson confirms continued beneficial ownership of 9,904,856 lululemon shares, or 8.4% of the common stock. The filing emphasizes that this stake is unchanged from Amendment No. 12, so there is no new ownership dilution or concentration.

The amendment instead focuses on governance. Wilson’s February 27, 2026 open letter, attached as Exhibit 99.1, criticizes the company’s response to his prior framework, raises concerns about Board independence, and calls for meaningful Board refreshment endorsed by shareholders. These are framed as his and the other reporting persons’ views.

The disclosure also notes a January 28, 2026 books and records demand under Section 220 of Delaware law, described as customary in proxy contests. That step, combined with the critical open letter, signals an intensifying activist campaign, though any ultimate impact will depend on future shareholder and Board responses as they are disclosed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)

lululemon athletica inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

550021109

(CUSIP Number)

Dennis J. Wilson
21 Water Street, Suite 600,
Vancouver, British Columbia, Z4, V6B 1A1
604-737-7232

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/27/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 550021109

1

Name of reporting person

Dennis J. Wilson

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,852.00
8	Shared Voting Power 9,901,004.00
9	Sole Dispositive Power 3,852.00
10	Shared Dispositive Power 9,901,004.00

11

Aggregate amount beneficially owned by each reporting person

9,904,856.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 550021109

1

Name of reporting person

Anamered Investments Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,755,217.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,755,217.00

11

Aggregate amount beneficially owned by each reporting person

4,755,217.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 550021109

1

Name of reporting person

LIPO Investments (USA), Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BRITISH COLUMBIA, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,401,596.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,401,596.00

11

Aggregate amount beneficially owned by each reporting person

3,401,596.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 550021109

1

Name of reporting person

Wilson 5 Foundation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BRITISH COLUMBIA, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 829,325.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 829,325.00

11

Aggregate amount beneficially owned by each reporting person

829,325.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 550021109

1

Name of reporting person

Wilson 5 Foundation Management Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BRITISH COLUMBIA, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 829,325.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 829,325.00

11

Aggregate amount beneficially owned by each reporting person

829,325.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.7 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 550021109

1

Name of reporting person

Five Boys Investments ULC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BRITISH COLUMBIA, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 91,760.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 91,760.00

11

Aggregate amount beneficially owned by each reporting person

91,760.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 550021109

1

Name of reporting person

Shannon Wilson

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,098,309.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,098,309.00

11

Aggregate amount beneficially owned by each reporting person

1,098,309.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 550021109

1

Name of reporting person

Low Tide Properties Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BRITISH COLUMBIA, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 554,122.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 554,122.00

11

Aggregate amount beneficially owned by each reporting person

554,122.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 550021109

1

Name of reporting person

House of Wilson Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 550021109

1

Name of reporting person

Laura Gentile

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 550021109

1

Name of reporting person

Eric Hirshberg

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 550021109

1

Name of reporting person

Marc Maurer

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: lululemon athletica inc.
(c)	Address of Issuer's Principal Executive Offices: 1818 Cornwall Avenue, Vancouver, BRITISH COLUMBIA, CANADA , V6J 1C7.
Item 1 Comment: This Amendment No. 13 (this "Amendment") is being filed by Dennis J. Wilson, Anamered Investments Inc. ("Anamered"), LIPO Investments (USA), Inc. ("LIPO"), Wilson 5 Foundation ("Wilson 5"), Wilson 5 Foundation Management Ltd. ("Wilson 5 Trustee"), Five Boys Investments ULC ("Five Boys"), Shannon Wilson, Low Tide Properties Ltd. ("Low Tide"), House of Wilson Ltd. ("House of Wilson"), Laura Gentile, Eric Hirshberg and Marc Maurer (collectively, the "Reporting Persons") and amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") by the Reporting Persons on February 14, 2019 (as amended, the "Schedule 13D") to reflect certain updates to the information previously reported. The number of shares of Issuer common stock beneficially owned by the Reporting Persons has not changed since the filing of Amendment No. 12 to the Schedule 13D filed by the reporting persons thereto on December 30, 2025. The Items below amend the information disclosed under the corresponding Items in the Schedule 13D as described below. Capitalized terms used but not defined in this Amendment shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: On February 27, 2026, Mr. Wilson issued an open letter to shareholders of the Issuer (the "February Open Letter"), a copy of which is attached as Exhibit 99.1 to this Amendment, setting forth his views that the Issuer's long overdue response to his constructive framework did not reflect serious engagement toward arriving at a resolution that puts the Issuer in the best position to unlock value for the benefit of all shareholders, and expressing concerns about the Board's independence, which he believes underscores the need for meaningful Board refreshment endorsed by the Issuer's shareholders to effectuate substantial change. The information contained in Exhibit 99.1 of this Amendment is incorporated herein by reference. Following the issuance of the February Open Letter, also on February 27, 2026, the Issuer released a responsive public statement, which the Reporting Persons believe both misstates the factual background of the interactions between the Issuer and Mr. Wilson and demonstrates the startling depth of the Board's entrenchment mindset. The Reporting Persons believe that if the Board actually desired to reach a constructive resolution with Mr. Wilson, instead of issuing a reactive and defensive statement, the Board would have taken more time to reflect on the factual and reasonable criticism in the February Open Letter and come to the conclusion that the urgent and immediate change advocated by Mr. Wilson is in the best interests of the Issuer and all of its shareholders.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented as follows: On January 28, 2026, Mr. Wilson submitted a books and records demand to the Issuer that is customary to make in proxy contests under Section 220 of the Delaware General Corporation Law. Mr. Wilson has entered into an administerial and traditional agreement in connection with such demand.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.1 Press Release Titled "Chip Wilson Provides Update to lululemon Shareholders"

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dennis J. Wilson

Signature:	/s/ Dennis J. Wilson
Name/Title:	Dennis J. Wilson
Date:	02/27/2026

Anamered Investments Inc.

Signature:	/s/ Dennis J. Wilson
Name/Title:	Dennis J. Wilson, Director
Date:	02/27/2026

LIPO Investments (USA), Inc.

Signature:	/s/ Dennis J. Wilson
Name/Title:	Dennis J. Wilson, Director
Date:	02/27/2026

Wilson 5 Foundation

Signature:	/s/ Dennis J. Wilson
Name/Title:	Dennis J. Wilson, Director of Wilson 5 Foundation Management Ltd., corporate trustee of Wilson 5 Foundation
Date:	02/27/2026

Wilson 5 Foundation Management Ltd.

Signature:	/s/ Dennis J. Wilson
Name/Title:	Dennis J. Wilson, Director
Date:	02/27/2026

Five Boys Investments ULC

Signature:	/s/ Dennis J. Wilson
Name/Title:	Dennis J. Wilson, Director
Date:	02/27/2026

Shannon Wilson

Signature:	/s/ Shannon Wilson
Name/Title:	Shannon Wilson
Date:	02/27/2026

Low Tide Properties Ltd.

Signature:	/s/ Dennis J. Wilson
Name/Title:	Dennis J. Wilson, Director
Date:	02/27/2026

House of Wilson Ltd.

Signature:	/s/ Dennis J. Wilson
Name/Title:	Dennis J. Wilson, Director
Date:	02/27/2026

Laura Gentile

Signature:	/s/ Laura Gentile
Name/Title:	Laura Gentile
Date:	02/27/2026

Eric Hirshberg

Signature:	/s/ Eric Hirshberg
Name/Title:	Eric Hirshberg
Date:	02/27/2026

Marc Maurer

Signature:	/s/ Marc Maurer
Name/Title:	Marc Maurer
Date:	02/27/2026

FAQ

How many lululemon (LULU) shares does Dennis J. Wilson currently report owning?

Dennis J. Wilson and related entities report beneficial ownership of 9,904,856 shares of lululemon common stock, representing 8.4% of the outstanding class. The filing states this ownership level is unchanged from Amendment No. 12 filed on December 30, 2025.

Did Dennis J. Wilson change his lululemon (LULU) stake in this Schedule 13D/A?

No, the amendment states the number of shares beneficially owned has not changed since Amendment No. 12. Wilson and affiliated entities continue to hold 9,904,856 shares, or 8.4% of lululemon’s common stock, focusing this update on governance matters instead.

What governance concerns does Dennis J. Wilson raise about lululemon (LULU)?

Wilson’s February 27, 2026 open letter expresses concerns about the Board’s independence and argues for meaningful Board refreshment endorsed by shareholders. He criticizes the company’s response to his framework as not seriously engaging with what he views as needed changes to unlock shareholder value.

What is the purpose of Dennis J. Wilson’s February 27, 2026 open letter to lululemon shareholders?

The open letter aims to update shareholders on Wilson’s views, asserting the company’s response to his framework is inadequate and calling for urgent, substantial change at the Board level. It is attached as Exhibit 99.1 and incorporated by reference in the amendment.

What legal step did Dennis J. Wilson take regarding lululemon’s corporate records?

On January 28, 2026, Wilson made a books and records demand to lululemon under Section 220 of the Delaware General Corporation Law. The amendment describes this demand as customary in proxy contests, and notes he entered an administrative agreement in connection with it.

Who are the reporting persons in this lululemon (LULU) Schedule 13D/A Amendment No. 13?

The reporting group includes Dennis J. Wilson, Anamered Investments Inc., LIPO Investments (USA), Inc., Wilson 5 Foundation, Wilson 5 Foundation Management Ltd., Five Boys Investments ULC, Shannon Wilson, Low Tide Properties Ltd., House of Wilson Ltd., Laura Gentile, Eric Hirshberg, and Marc Maurer.

What percentage of lululemon (LULU) does Anamered Investments Inc. report owning?

Anamered Investments Inc. reports beneficial ownership of 4,755,217 lululemon shares, representing 4.1% of the common stock. These shares are reported with shared voting and dispositive power, reflecting Anamered’s role within the broader reporting group led by Dennis J. Wilson.