Lulu’s Fashion Lounge (NASDAQ: LVLU) faces Nasdaq listing risk after equity shortfall

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Lulu’s Fashion Lounge Holdings, Inc. has been notified by Nasdaq that it no longer meets the minimum $2.5 million stockholders’ equity requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1). The company reported stockholders’ equity of approximately $(525) thousand in its Form 10-Q for the period ended March 29, 2026, and it also does not satisfy Nasdaq’s alternative standards for market value of listed securities or net income from continuing operations.

The Nasdaq letter does not immediately affect trading of Lulu’s common stock, which continues on the Nasdaq Capital Market under the symbol LVLU. Lulu’s has until July 6, 2026 to submit a plan to regain compliance and, if Nasdaq accepts this plan, may receive up to 180 days from the letter date to return to compliance. The company plans to submit a compliance plan and is evaluating options, but there is no assurance that Nasdaq will accept the plan, grant an extension, or that compliance will be regained within the allowed period.

Positive

None.

Negative

Nasdaq noncompliance and negative equity: Lulu’s Fashion Lounge reported stockholders’ equity of approximately $(525) thousand as of March 29, 2026, far below Nasdaq’s $2.5 million minimum, resulting in a notice of noncompliance and creating a risk to its Nasdaq Capital Market listing.

Insights

Nasdaq noncompliance highlights balance-sheet weakness and listing risk for Lulu’s.

Lulu’s Fashion Lounge reports stockholders’ equity of $(525) thousand as of March 29, 2026, versus Nasdaq’s $2.5 million minimum under Listing Rule 5550(b)(1). Falling below this threshold triggered a formal notice that the company no longer meets continued listing requirements.

The company also fails Nasdaq’s alternative tests for $35 million market value of listed securities or $500,000 in net income from continuing operations over specified periods. While LVLU shares still trade on the Nasdaq Capital Market, maintaining that listing now depends on successfully restoring compliance.

Lulu’s has until July 6, 2026 to submit a compliance plan and could receive up to 180 days from the letter date to regain compliance if Nasdaq accepts the plan. Actual outcomes will depend on the measures proposed and Nasdaq’s determination under its rules.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Key Figures

Reported stockholders’ equity: $(525) thousand Nasdaq minimum equity requirement: $2.5 million Alternative market value standard: $35 million +3 more

6 metrics

Reported stockholders’ equity $(525) thousand As of March 29, 2026 per Form 10-Q

Nasdaq minimum equity requirement $2.5 million Nasdaq Listing Rule 5550(b)(1) for Capital Market

Alternative market value standard $35 million Market value of listed securities requirement

Alternative net income standard $500,000 Net income from continuing operations test

Compliance plan deadline July 6, 2026 45 days after May 21, 2026 Nasdaq letter

Potential compliance period Up to 180 days Maximum extension from date of Nasdaq letter

Key Terms

Nasdaq Listing Rule 5550(b)(1), stockholders’ equity, Nasdaq Capital Market, market value of listed securities, +1 more

5 terms

Nasdaq Listing Rule 5550(b)(1) regulatory

"minimum of $2.5 million of stockholders’ equity required for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(b)(1)."

stockholders’ equity financial

"The Company’s stockholders’ equity as reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 29, 2026 was approximately $(525) thousand."

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

Nasdaq Capital Market regulatory

"required for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(b)(1)."

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

market value of listed securities financial

"The Company does not meet the alternative compliance standards of either market value of listed securities of $35 million or net income from continuing operations of $500,000"

The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.

forward looking statements regulatory

"Statements contained in this on (“”) regarding matters that may occur in the future are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"

Statements about a company’s expected future performance, plans, goals, or projections that are not historical facts and involve assumptions and estimates. Investors care because these are predictions that guide decisions but can be wrong; like a weather forecast, they help set expectations and risk — if circumstances change, actual results may differ significantly, so investors should weigh them alongside hard data and risk factors.

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

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/28/2026 - 04:01 PM

FAQ

Why did Lulu’s Fashion Lounge (LVLU) receive a Nasdaq noncompliance notice?

Lulu’s received a Nasdaq notice because its stockholders’ equity fell below the required $2.5 million minimum for the Nasdaq Capital Market. The company reported equity of about $(525) thousand in its Form 10-Q for the period ended March 29, 2026, triggering the notice.

What are Lulu’s Fashion Lounge’s reported stockholders’ equity and Nasdaq’s minimum requirement?

Lulu’s reported stockholders’ equity of approximately $(525) thousand as of March 29, 2026. Nasdaq Listing Rule 5550(b)(1) requires at least $2.5 million of stockholders’ equity for continued listing on the Nasdaq Capital Market, so the company currently falls short of this threshold.

Does the Nasdaq notice immediately affect trading of LVLU common stock?

The Nasdaq notice has no immediate effect on trading. Lulu’s common stock will continue to trade on the Nasdaq Capital Market under the symbol LVLU, provided the company continues meeting other listing requirements while it works on regaining compliance with the equity standard.

How long does Lulu’s Fashion Lounge have to regain Nasdaq compliance?

Lulu’s has until July 6, 2026 to submit a compliance plan to Nasdaq. If Nasdaq accepts this plan, the company may receive up to 180 calendar days from the date of the May 21, 2026 letter to regain compliance with the applicable listing standard.

What alternative Nasdaq standards does Lulu’s Fashion Lounge currently fail to meet?

Besides the equity test, Lulu’s does not meet Nasdaq’s alternative standards of market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.

What does Lulu’s Fashion Lounge plan to do in response to the Nasdaq notice?

Lulu’s intends to submit a compliance plan to Nasdaq within the required timeframe and is evaluating options to regain compliance. The company notes there is no assurance Nasdaq will accept the plan, grant an extension, or that compliance will be restored within the allowed period.

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

May 21, 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)

195 Humboldt Avenue

Chico, California 95928

(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 ☒

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.

On May 21, 2026, Lulu’s Fashion Lounge Holdings, Inc. (the “Company”) received a letter (the “Letter”) from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is out of compliance with the minimum of $2.5 million of stockholders’ equity required for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(b)(1). The Company’s stockholders’ equity as reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 29, 2026 was approximately $(525) thousand. The Company does not meet the alternative compliance standards of either market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.

The Letter has no immediate effect on the listing or trading of the Company’s common stock, which will continue to trade on the Nasdaq Capital Market under the symbol “LVLU,” subject to the Company’s continued compliance with other listing requirements. In accordance with Nasdaq rules and as stated in the Letter, the Company has 45 calendar days, or until July 6, 2026, to submit a plan to regain compliance (the “Compliance Plan”). If the Compliance Plan is accepted by Nasdaq, the Company may be granted a period of up to 180 calendar days from the date of the Letter to regain compliance.

The Company intends to submit a Compliance Plan to Nasdaq within the required timeframe and is evaluating various options to regain compliance. There can be no assurance that the Compliance Plan will be accepted by Nasdaq, that any extension will be granted, or that the Company will regain compliance within the allotted period.

Forward-Looking Statements

Statements contained in this Current Report on Form 8-K (“Form 8-K”) regarding matters that may occur in the future are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements in this Form 8-K regarding any potential impact of the reported Nasdaq notification on the listing of the Company’s common stock, the Company’s intention to submit a Compliance Plan to Nasdaq within the required timeframe, the Company’s evaluation of various options to regain compliance, and the regaining of compliance with the Nasdaq listing rules. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied by such forward-looking statements. In particular, the Company’s ability to regain compliance and the Company’s ability in the future to comply with the Nasdaq listing standards and maintain the listing of its common stock on Nasdaq, could cause results to differ materially from those expressed or implied by such forward-looking statements. These and other important factors discussed under the caption “Risk Factors” in Lulus’ Annual Report on Form 10-K for the fiscal year ended December 28, 2025 and its other filings with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this Form 8-K. The forward-looking statements in this Form 8-K are based upon information available to us as of the date of this Form 8-K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. These forward-looking statements speak only as of the date of this Form 8-K. The Company undertakes no obligation to update any forward-looking statement in this Form 8-K, except as required by law.

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: May 28, 2026	By:	/s/ Crystal Landsem
		Crystal Landsem
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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