false
0001780201
0001780201
2026-07-27
2026-07-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
July 27, 2026
Date of Report (Date of earliest event reported)
Lulu’s Fashion Lounge Holdings, Inc.
(Exact name of Registrant as Specified in its
Charter)
| Delaware |
|
001-41059 |
|
20-8442468 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
495
Ryan Avenue, Suite 125
Chico, California 95973
(Address of Principal Executive Offices) (Zip
Code)
(530) 343-3545
(Registrant’s Telephone Number, Including
Area Code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Securities registered pursuant to Section 12(b) of the Act: |
| |
| Title of Each Class |
|
Trading
Symbol(s) |
|
Name of Each Exchange on
Which Registered |
| Common
Stock, par value $0.001 per share |
|
LVLU |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company x
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01. | Entry into a Material Definitive Agreement. |
On July 27, 2026, Lulu’s Fashion Lounge
Holdings, Inc. (the “Company”) entered into a Second Amendment to the Loan and Security Agreement among the Company, Lulu’s
Fashion Lounge Parent, LLC and Lulu’s Fashion Lounge, LLC, as borrowers, White Oak Commercial Finance, LLC, as administrative agent,
and the lenders party thereto (the “Amendment”). The Amendment changes the date the borrowers can include an increased inventory
formula amount in their revolver borrowing base, for purposes of calculating the amount that may be borrowed under the revolver, from
August 14, 2026 to July 21, 2026 (the “July 2026 Increased Inventory Availability Period”). The Amendment further provides
that, on a going-forward basis after giving effect to the July 2026 Increased Inventory Availability Period, the increased inventory formula
amount may be used once before June 30, 2027 and twice after June 30, 2027 through the third anniversary of the revolver closing date.
The Amendment also provides that during the July 2026 Increased Inventory Availability Period only, for purposes of determining increased
reporting requirements the excess revolver availability requirement is decreased from $5.0 million to $4.0 million. This Amendment gives
the borrowers increased flexibility in accessing borrowings and managing inventory levels. In connection with entering into the Amendment,
the borrowers paid an amendment fee of $10,000, as specified in the Amendment.
The foregoing summary is qualified in its entirety by reference to
the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto to this Current Report on Form 8-K and incorporated by
reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed herewith:
| Exhibit Number |
|
Description |
| |
|
| 10.1 |
|
Second Amendment to Loan and Security Agreement, dated as of July 27, 2026, among Lulu’s Fashion Lounge Holdings, Inc., Lulu’s Fashion Lounge Parent, LLC and Lulu’s Fashion Lounge, LLC, as borrowers, White Oak Commercial Finance, LLC, as administrative agent, and the lenders party thereto. |
| 104 |
|
Cover Page Interactive Data File (formatted as inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
|
|
Lulu’s Fashion Lounge Holdings, Inc. |
| |
|
|
|
| Date: |
July 31, 2026 |
By: |
/s/ Crystal Landsem |
| |
|
|
Crystal Landsem |
| |
|
|
Chief Executive Officer |