Wilson group and lululemon (NASDAQ: LULU) ink cooperation deal reshaping board

Rhea-AI Filing Summary

lululemon athletica inc. and a shareholder group led by Dennis J. Wilson filed Amendment No. 22 to update their Schedule 13D and governance arrangements. The group continues to beneficially own 9,904,856 shares, or 8.7% of lululemon’s common stock, with ownership unchanged from the prior amendment.

The parties entered into a Cooperation Agreement under which lululemon will add Laura Gentile and Marc Maurer to its board after the annual meeting, expand the board, and appoint a new independent director with apparel product and brand expertise by October 1, 2026, subject to the reporting persons’ approval. The company will also pursue full board declassification for annual director elections effective at the 2028 annual meeting, make specific director nominations in the near term, and maintain a standstill, voting commitments, and regular quarterly meetings between senior leaders and the reporting persons.

As part of the agreement, lululemon will pay $4 million to the reporting persons to be used for the betterment of Kitsilano Beach. The amendment also removes Laura Gentile, Eric Hirshberg and Marc Maurer as reporting persons, while the remaining Wilson-affiliated entities continue to report jointly on their lululemon stake.

Insights

Corporate governance analyst

Shareholder pact reshapes lululemon’s board and governance structure.

The filing shows Dennis J. Wilson and affiliated entities maintaining an 8.7% beneficial stake in lululemon while shifting from a proxy contest dynamic to a negotiated Cooperation Agreement. Board representation and future declassification commitments are central features of this settlement framework.

Two independent directors, Laura Gentile and Marc Maurer, will join the board, one more independent director with apparel product and brand expertise must be added by October 1, 2026, and the company plans to move to annual director elections effective at the 2028 annual meeting, if shareholders approve necessary changes. These steps may alter oversight and strategic debate at the board level.

The agreement also includes standstill, voting and non‑disparagement provisions, quarterly meetings between senior leaders and the reporting persons, and a $4 million payment earmarked for Kitsilano Beach. Overall, the filing reflects a governance realignment rather than a change in ownership, with actual impact depending on how the revised board operates over time.

Key Figures

Beneficial ownership: 9,904,856 shares Ownership percentage: 8.7% of class Shares outstanding: 109,318,984 common shares +5 more

8 metrics

Beneficial ownership 9,904,856 shares Aggregate shares beneficially owned by reporting persons

Ownership percentage 8.7% of class Percent of lululemon common stock represented by 9,904,856 shares

Shares outstanding 109,318,984 common shares Common shares outstanding as of April 30, 2026

Special voting stock outstanding 5,115,961 shares Special voting stock outstanding as of April 30, 2026

Exchangeable shares referenced 5,115,961 exchangeable shares Exchangeable shares paired with special voting stock on a fully-converted basis

Cooperation payment $4 million Payment by lululemon to reporting persons for Kitsilano Beach

Board declassification timing 2028 annual meeting Target effective date for full declassification if shareholders approve changes

Deadline for new director October 1, 2026 Deadline to appoint new independent director with apparel expertise

Key Terms

Cooperation Agreement, exchangeable shares, special voting stock, standstill, +2 more

6 terms

Cooperation Agreement financial

"On May 26, 2026, the Reporting Persons entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer."

A cooperation agreement is a formal contract between two or more organizations that lays out who will do what, how resources and responsibility are shared, how benefits or costs are divided, and how disputes or exits are handled. Like two chefs agreeing on a shared recipe and kitchen duties, it matters to investors because it can create new revenue paths, shift costs or risks, affect who controls key assets or technologies, and change a company’s future growth prospects.

exchangeable shares financial

"of which 5,115,961 are exchangeable shares (as defined below) and an equal number of shares of the Issuer's special voting stock"

Exchangeable shares are stock-like securities that the holder can swap for shares of a different company or a different class of shares, usually according to a preset ratio and time conditions. Think of them like a coupon that can be redeemed for another product: their value and future supply depend on the underlying shares they convert into, so investors care because conversion can change ownership stakes, affect share supply and price, and shift potential returns or voting power.

special voting stock financial

"The foregoing is based on 109,318,984 shares of the Issuer's common stock and 5,115,961 shares of the Issuer's special voting stock outstanding as of April 30, 2026"

Special voting stock is a class of shares that gives its holders more or different voting rights than ordinary shares, allowing them to control key corporate decisions such as board elections or mergers. For investors, it matters because these shares concentrate control in certain hands, so even if others own more economic interest, they may have less influence over company strategy and governance — like having fewer keys to a car even if you paid for most of it.

standstill financial

"Further, the Cooperation Agreement also contains a voting commitment, standstill, mutual non-disparagement and other customary provisions."

A standstill is a temporary agreement in which one party agrees to pause certain actions — such as buying more shares, launching a takeover bid, or enforcing debt claims — for a set period. For investors this matters because it freezes changes in ownership or legal pressure, giving markets time to absorb information and reducing short-term volatility; think of it as pressing a pause button so everyone can negotiate or reassess without sudden moves.

Joint Filing Agreement regulatory

"On May 28, 2026, the Reporting Persons entered into a Joint Filing Agreement (the "Joint Filing Agreement")"

proxy solicitation financial

"In connection with the entry into the Cooperation Agreement, as defined and described in Item 4 below, and discontinuation of the proxy solicitation with respect to the Annual Meeting"

Proxy solicitation is the process of asking shareholders for permission to vote their shares on corporate matters, usually by sending voting forms or requests by mail, email or phone. Investors should watch proxy solicitations because they signal attempts to change control, influence board elections or approve big deals — like neighbors organizing votes on a shared building project — and the outcome can materially affect a company’s strategy and stock value.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 22)

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)

05/26/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 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)

8.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 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

BRITISH COLUMBIA, CANADA

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)

4.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 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)

3.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 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 Number(s): 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 Number(s): 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 Number(s): 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)

1.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 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 Number(s): 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 Number(s): 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 Number(s): 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 Number(s): 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. 22 (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") and House of Wilson Ltd. ("House of Wilson") (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 and to remove Laura Gentile, Eric Hirshberg and Marc Maurer as Reporting Persons. The number of shares of Issuer common stock beneficially owned by the Reporting Persons has not changed since the filing of Amendment No. 21 to the Schedule 13D filed by the reporting persons thereto on May 20, 2026. 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 2.	Identity and Background
(a)	Item 2(a) of the Schedule 13D is hereby amended and supplemented as follows: In connection with the entry into the Cooperation Agreement, as defined and described in Item 4 below, and discontinuation of the proxy solicitation with respect to the Annual Meeting, the JFSA has been terminated and each of Ms. Gentile, Mr. Hirshberg and Mr. Maurer ceased to be a member of a "group," pursuant to the meaning of Rule 13d-3 of the Exchange Act, with Mr. Wilson, Anamered, LIPO, Wilson 5, Wilson 5 Trustee, Five Boys, Mrs. Wilson, Low Tide and House of Wilson, and will cease to be a Reporting Person immediately upon the filing of this Amendment. Each of Mr. Wilson, Anamered, LIPO, Wilson 5, Wilson 5 Trustee, Five Boys, Mrs. Wilson, Low Tide and House of Wilson will remain a "Reporting Person" and collectively, the "Reporting Persons." The remaining Reporting Persons are a party to that certain Joint Filing Agreement, as further described in Item 6, and will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On May 26, 2026, the Reporting Persons entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed to (i) appoint Laura Gentile and Marc Maurer to the Board as independent directors, effective immediately following the Annual Meeting, (ii) increase the size of the Board in connection therewith, (iii) take all necessary steps to appoint a new independent director with apparel product and brand expertise to the Board by October 1, 2026, subject to the approval of the Reporting Persons, not to be unreasonably withheld, conditioned or delayed, and (iv) recommend that shareholders vote in favor of the Proposal at the Annual Meeting and, if the Proposal is approved by shareholders, the Issuer will submit for shareholder approval at the Issuer's 2027 annual meeting of shareholders (the "2027 Annual Meeting") a proposal to amend the Issuer's Restated Certificate of Incorporation to fully declassify the structure of the Board and provide for the annual election of directors, effective as of the Issuer's 2028 annual meeting of shareholders (the "2028 Annual Meeting"). Immediately following the appointment of Ms. Gentile and Mr. Maurer to the Board, the Issuer has further agreed to appoint each of Ms. Gentile and Mr. Maurer to the Corporate Responsibility, Sustainability and Governance Committee of the Board. Each of Ms. Gentile and Mr. Maurer has signed a conditional letter of resignation, which would become effective upon the earlier of (i) the termination of certain Issuer obligations to the Reporting Persons, and (ii) following the election of Ms. Gentile and Mr. Maurer to the Board at the 2027 Annual Meeting, the termination of the Cooperation Agreement. In order to effectuate the conditional resignation letters for each of Ms. Gentile and Mr. Maurer upon the termination of the Cooperation Agreement, the Board would have to accept Ms. Gentile and Mr. Maurer's conditional resignations notwithstanding their election to the Board by shareholders at the 2027 Annual Meeting. In addition, the Issuer has agreed (i) to nominate, recommend, support or solicit proxies solely for the election of Chip Bergh, Esi Eggleston Bracy and Teri List at the Annual Meeting and (ii) that one additional incumbent director will not stand for reelection at the 2027 Annual Meeting. Further, the Cooperation Agreement also contains a voting commitment, standstill, mutual non-disparagement and other customary provisions. Additionally, during the term of the Cooperation Agreement, the Issuer has agreed that its Chief Executive Officer, Executive Chair of the Board and two independent directors, one of whom must be either Ms. Gentile or Mr. Maurer, must meet at least once per fiscal quarter with the Reporting Persons. The Issuer has also further agreed to pay to the Reporting Persons $4 million to be used for the betterment of Kitsilano Beach. The Cooperation Agreement will terminate on the date that is thirty calendar days prior to the deadline under the Issuer's Bylaws for the submission of shareholder nominations of director candidates for election to the Board at the 2028 Annual Meeting, unless earlier terminated in accordance with its terms. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in it is entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated as follows: Each of Mr. Wilson, Anamered, LIPO, Wilson 5, Wilson 5 Trustee, Five Boys, Mrs. Wilson, Low Tide and House of the Reporting Persons may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, and such group may be deemed to beneficially own the 9,904,856 shares of the Issuer's common stock (of which 5,115,961 are exchangeable shares (as defined below) and an equal number of shares of the Issuer's special voting stock on a fully-converted basis) owned in the aggregate by all of the Reporting Persons. Each Reporting Person disclaims beneficial ownership of shares of the Issuer's common stock (and exchangeable shares and an equal number of shares of the Issuer's special voting stock) that he, she or it does not directly own, except to the extent of his, her or its pecuniary interest therein. The foregoing is based on 109,318,984 shares of the Issuer's common stock and 5,115,961 shares of the Issuer's special voting stock outstanding as of April 30, 2026 as disclosed by the Issuer in its Definitive Proxy Statement filed with the SEC on May 18, 2026. Each share of the Issuer's special voting stock has voting rights equivalent to one share of the Issuer's common stock, but no economic rights. Each share of the Issuer's special voting stock is paired with an exchangeable share (an "exchangeable share") of Lulu Canadian Holding, Inc., a wholly owned subsidiary of the Issuer ("Lulu Canada"). Holders of exchangeable shares may require Lulu Canada to redeem each of its exchangeable shares in exchange for one share of the Issuer's common stock plus a cash payment equal to any accrued and unpaid dividends on the exchangeable shares. When exchangeable shares are exchanged into shares of the Issuer's common stock, the Issuer cancels a corresponding number of shares of special voting stock without consideration. As a result, each exchangeable share, together with its paired share of special voting stock, may be deemed to represent beneficial ownership of one share of the Issuer's common stock.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: On May 26, 2026, the Reporting Persons and the Issuer entered into the Cooperation Agreement, as defined and described in Item 4 above, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. Also on May 26, 2026, the JFSA terminated pursuant to its terms, effective immediately. On May 28, 2026, the Reporting Persons entered into a Joint Filing Agreement (the "Joint Filing Agreement") in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to securities of the Issuer to the extent required by law. The foregoing description of the Joint Filing Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Joint Filing Agreement, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.1 Cooperation Agreement, dated May 26, 2026, by and between lululemon athletica inc. and 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. and House of Wilson Ltd. Exhibit 99.2 Joint Filing Agreement, dated May 28, 2026, by and among, 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. and House of Wilson Ltd.

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:	05/28/2026

Anamered Investments Inc.

Signature:	/s/ Dennis J. Wilson
Name/Title:	Dennis J. Wilson, Director
Date:	05/28/2026

LIPO Investments (USA), Inc.

Signature:	/s/ Dennis J. Wilson
Name/Title:	Dennis J. Wilson, Director
Date:	05/28/2026

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:	05/28/2026

Wilson 5 Foundation Management Ltd.

Signature:	/s/ Dennis J. Wilson
Name/Title:	Dennis J. Wilson, Director
Date:	05/28/2026

Five Boys Investments ULC

Signature:	/s/ Dennis J. Wilson
Name/Title:	Dennis J. Wilson, Director
Date:	05/28/2026

Shannon Wilson

Signature:	/s/ Shannon Wilson
Name/Title:	Shannon Wilson
Date:	05/28/2026

Low Tide Properties Ltd.

Signature:	/s/ Dennis J. Wilson
Name/Title:	Dennis J. Wilson, Director
Date:	05/28/2026

House of Wilson Ltd.

Signature:	/s/ Dennis J. Wilson
Name/Title:	Dennis J. Wilson, Director
Date:	05/28/2026

Laura Gentile

Signature:	/s/ Laura Gentile
Name/Title:	Laura Gentile
Date:	05/28/2026

Eric Hirshberg

Signature:	/s/ Eric Hirshberg
Name/Title:	Eric Hirshberg
Date:	05/28/2026

Marc Maurer

Signature:	/s/ Marc Maurer
Name/Title:	Marc Maurer
Date:	05/28/2026

FAQ

What ownership stake in lululemon (LULU) does Dennis J. Wilson’s group report in this Schedule 13D/A?

The reporting group led by Dennis J. Wilson reports beneficial ownership of 9,904,856 shares of lululemon common stock, representing 8.7% of the class. This figure includes both common shares and exchangeable share structures and is unchanged from the prior amendment.

What is the Cooperation Agreement between lululemon (LULU) and the Wilson reporting persons?

The Cooperation Agreement is a negotiated pact where lululemon grants board seats, governance changes and regular engagement to the Wilson group. In return, the parties agree to voting commitments, a standstill, mutual non‑disparagement and other customary provisions for the agreement’s specified term.

How will lululemon’s (LULU) board composition change under this cooperation deal?

The company will appoint Laura Gentile and Marc Maurer as independent directors after the annual meeting and increase board size. It must also add a new independent director with apparel product and brand expertise by October 1, 2026, subject to the reporting persons’ approval.

What board declassification steps are outlined for lululemon (LULU) in this filing?

If shareholders approve an initial proposal, lululemon will seek further approval at its 2027 annual meeting to amend its Restated Certificate of Incorporation. The goal is a fully declassified board with annual director elections beginning at the 2028 annual meeting of shareholders.

What payment is lululemon (LULU) making in connection with the Cooperation Agreement?

Under the Cooperation Agreement, lululemon has agreed to pay the reporting persons $4 million. This amount is specifically described as being used for the betterment of Kitsilano Beach, adding a community-focused element to the broader governance settlement.

How many lululemon (LULU) shares are outstanding according to the Schedule 13D/A amendment?

The filing states there are 109,318,984 shares of lululemon common stock and 5,115,961 shares of special voting stock outstanding as of April 30, 2026, based on the company’s Definitive Proxy Statement filed on May 18, 2026.