LULU: Wilson Group Discloses 8.3% Stake and $315M RBC Loan

Reporting persons led by Dennis J. Wilson disclose collective holdings and a new secured credit facility tied to lululemon athletica inc.

Rhea-AI Filing Summary

Reporting persons led by Dennis J. Wilson disclose collective holdings and a new secured credit facility tied to lululemon athletica inc. The group beneficially owns 9,973,547 shares, representing approximately 8.3% of LULU's common stock on a reported base of 114,568,520 common shares (plus 5,115,961 special voting shares). Individual positions include Anamered: 4,755,217 shares (4.0%), LIPO: 3,401,596 (2.8%), Shannon Wilson: 1,167,000 (1.0%), and others as reported. The filing discloses that Anamered entered into a private banking loan agreement with Royal Bank of Canada providing a revolving demand facility up to $315 million, secured in part by 1,500,000 exchangeable shares and paired special voting shares and by any additional shares placed in a pledged account. Borrowings are repayable on demand and RBC may require additional collateral or foreclose on pledged securities under customary events of default. The filing also notes termination of an earlier security interest granted by LIPO.

Positive

• Anamered obtained access to a substantial credit line with a revolving demand facility of up to $315 million from Royal Bank of Canada.
• Detailed beneficial ownership disclosure clarifies the Wilson group's stake totaling 9,973,547 shares (~8.3%), improving transparency for investors.

Negative

• Borrowings are immediately repayable on demand, giving RBC the contractual right to require immediate repayment for any reason.
• 1,500,000 exchangeable shares and paired special voting shares are pledged as collateral, and RBC may require additional collateral or foreclose upon customary events of default.
• Foreclosure or forced disposition of pledged shares could reduce the group's voting or economic ownership and potentially change control dynamics.

Insights

Financial Analyst

TL;DR: A sizable, secured revolving facility provides liquidity but increases pledged equity exposure for the Wilson group.

The disclosure shows the Wilson-led group controls ~8.3% of LULU's common stock through a mix of direct common shares and exchangeable shares paired with special voting stock. Anamered's new private banking facility with RBC permits borrowings up to $315 million and is secured by 1.5 million exchangeable shares plus paired special voting shares and any additional pledged shares. From a capital-structure viewpoint, the facility increases the group's financial flexibility but places a defined subset of shares under a security interest. The filing cites standard lender remedies, which could lead to disposition of pledged shares if triggered.

Risk Analyst

TL;DR: On‑demand repayment and foreclosure rights create material downside risk to share ownership concentration.

The Private Loan Facility is a revolving demand loan secured by specific exchangeable and special voting shares; borrowings are "immediately repayable upon demand," and RBC may require additional collateral or foreclose on pledged shares upon customary defaults. These contractual terms present liquidity and control risks: forced disposition of collateral could alter the group's voting and economic exposure. The filing also documents termination of a prior LIPO security interest, indicating a change in collateral arrangements that investors should note as a material funding event disclosed by the reporting persons.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does the Wilson group report in LULU?

The filing reports the group beneficially owns 9,973,547 shares, representing approximately 8.3% of LULU's common stock.

How large is the credit facility disclosed in the LULU Schedule 13D/A?

Anamered entered a private banking loan agreement providing a revolving demand facility of up to $315 million with Royal Bank of Canada.

What collateral secures the RBC facility in the filing?

The facility is secured by a security interest in 1,500,000 exchangeable shares held by Anamered and an equal number of the Issuer's special voting stock, plus any additional Issuer shares placed in a pledged account.

Are there immediate repayment or foreclosure risks disclosed?

Yes; borrowings are described as immediately repayable upon demand, and RBC may require additional collateral or foreclose on pledged securities upon customary events of default.

How many common and special voting shares did the issuer report outstanding?

The filing references 114,568,520 common shares and 5,115,961 special voting shares outstanding as disclosed by the issuer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/11/2025 - 08:55 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

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

William Brentani
2475 Hanover Street,
Palo Alto, CA, 94304
650-251-5110

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

08/07/2025

(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 9,969,695.00
9	Sole Dispositive Power 3,852.00
10	Shared Dispositive Power 9,969,695.00

11

Aggregate amount beneficially owned by each reporting person

9,973,547.00

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)

4.0 %

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)

2.8 %

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 898,016.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 898,016.00

11

Aggregate amount beneficially owned by each reporting person

898,016.00

12

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

13

Percent of class represented by amount in Row (11)

0.8 %

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 898,016.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 898,016.00

11

Aggregate amount beneficially owned by each reporting person

898,016.00

12

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

13

Percent of class represented by amount in Row (11)

0.8 %

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

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 1,167,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,167,000.00

11

Aggregate amount beneficially owned by each reporting person

1,167,000.00

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 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

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. 9 (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, and Low Tide Properties Ltd. ("Low Tide") (collectively, the "Reporting Persons") and amends and supplements the Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons on February 14, 2019 (as amended, the "Schedule 13D"). 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: The information contained in Item 6 of this Amendment is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is amended and restated in its entirety as follows: Anamered may be deemed to beneficially own 4,755,217 shares of the Issuer's common stock, or 4.0%. LIPO may be deemed to beneficially own 3,401,596 shares of the Issuer's common stock, or 2.8%. Each of Wilson 5 and Wilson 5 Trustee may be deemed to beneficially own 898,016 shares of the Issuer's common stock, or 0.8%. Five Boys may be deemed to beneficially own 91,760 shares of the Issuer's common stock, or 0.1%. Mrs. Wilson may be deemed to beneficially own 1,167,000 shares of the Issuer's common stock, or 1.0%. Low Tide may be deemed to beneficially own 554,122 shares of the Issuer's common stock, or 0.5%. Mr. Wilson may be deemed to beneficially own 9,973,547 shares of the Issuer's common stock, or 8.3%, including the shares held by the other Reporting Persons. The foregoing is based on 114,568,520 shares of the Issuer's common stock and 5,115,961 shares of the Issuer's special voting stock outstanding as of June 20, 2025 as disclosed by the Issuer in its registration statement on Form S-3 filed with the Securities and Exchange Commission on June 26, 2025. 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.
(b)	Item 5(b) is amended and restated in its entirety as follows: The information set forth in Items 7, 8, 9, 10, and 11 of the cover pages to this Amendment is incorporated herein by reference. Anamered directly holds 4,755,217 exchangeable shares and an equal number of shares of the Issuer's special voting stock. LIPO directly holds 3,401,596 shares of the Issuer's common stock. Wilson 5 directly holds 898,016 shares of the Issuer's common stock. Five Boys directly holds 91,760 exchangeable shares and an equal number of shares of the Issuer's special voting stock. Mrs. Wilson directly holds 268,984 exchangeable shares and an equal number of shares of the Issuer's special voting stock. Low Tide directly holds 554,122 shares of the Issuer's common stock. Mr. Wilson directly holds 3,853 shares of the Issuer's common stock. Mr. Wilson may be deemed to have shared voting or dispositive power over the securities beneficially owned by Anamered, LIPO, Wilson 5, Wilson 5 Trustee, Five Boys. Mrs. Wilson, and Low Tide. Wilson 5 Trustee may be deemed to have shared voting or dispositive power over the securities beneficially owned by Wilson 5. Mrs. Wilson may be deemed to have shares voting or dispositive power over the securities that she holds directly as well as those beneficially owned by Wilson 5.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On August 7, 2025, Anamered, as borrower, entered into a private banking loan agreement (the "Private Loan Facility") with the Royal Bank of Canada ("RBC") pursuant to which Anamered may borrow up to $315 million from a revolving demand facility. Borrowings under the Private Loan Facility are secured by, among other things, a security interest in 1,500,000 exchangeable shares held by Anamered and an equal number of shares of the Issuer's special voting stock held by Anamered as well as any other Issuer shares that Anamered may, subject to conditions under the Private Loan Facility, place in a designated pledged account from time to time. Anamered's borrowings under the Private Loan Facility are immediately repayable upon demand for any reason by RBC. Upon the occurrence of certain events that are customary for this type of loan, RBC may exercise its rights to require Anamered to post additional collateral, or foreclose on, and dispose of, the exchangeable shares and special voting stock held as collateral. Other than upon the occurrence, if any, of certain customary types of default, Anamered retains the right to dispose of all of the exchangeable shares and vote all of the special voting shares that it has pledged as collateral, or that in may hold in a margin account from time to time, in each case in connection with the Private Loan Facility. In connection with entering into the Private Loan Facility, a security interest granted by LIPO on December 19, 2022 with respect to shares of the Issuer held in a designated account was terminated. Such arrangement was previously disclosed in an amendment to the Schedule 13D filed on January 25, 2023. The Private Loan Facility described in Item 6 of this Amendment is attached hereto as Exhibit 3 of this Amendment and is incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 3 Royal Bank of Canada Private Banking Loan Agreement

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:	08/11/2025

Anamered Investments Inc.

Signature:	/s/ Dennis J. Wilson
Name/Title:	Dennis J. Wilson, Director
Date:	08/11/2025

LIPO Investments (USA), Inc.

Signature:	/s/ Dennis J. Wilson
Name/Title:	Dennis J. Wilson, Director
Date:	08/11/2025

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:	08/11/2025

Wilson 5 Foundation Management Ltd.

Signature:	/s/ Dennis J. Wilson
Name/Title:	Dennis J. Wilson, Director
Date:	08/11/2025

Five Boys Investments ULC

Signature:	/s/ Dennis J. Wilson
Name/Title:	Dennis J. Wilson, Director
Date:	08/11/2025

Shannon Wilson

Signature:	/s/ Shannon Wilson
Name/Title:	Shannon Wilson
Date:	08/11/2025

Low Tide Properties Ltd.

Signature:	/s/ Dennis J. Wilson
Name/Title:	Dennis J. Wilson, Director
Date:	08/11/2025