Activist buys 5% of Lulu's Fashion (Nasdaq: LVLU), pressing for changes

Rhea-AI Filing Summary

Friedland Enterprises LLC filed a Schedule 13D disclosing an activist position in Lulu's Fashion Lounge Holdings, Inc. The reporting person, Christian B. Friedland, beneficially owns 137,447 common shares, representing about 5% of the company’s 2,748,930 shares outstanding as of January 8, 2026, acquired for an aggregate purchase price of approximately $730,000.

Friedland states he believes the shares are significantly undervalued given positive Adjusted EBITDA over two consecutive quarters, more than 450 basis points of gross margin expansion, and positive year-to-date free cash flow, while the company trades at roughly 0.05x trailing revenue compared with REVOLVE Group at 1.35x. He attributes this gap to what he views as governance issues, weak investor communications, and a board that has not created shareholder value, citing a share price decline of over 95% since the November 2021 IPO and a July 2025 1-for-15 reverse stock split.

The filing outlines proposals including reducing authorized shares from 250 million to about 10 million, reconstituting the board and restructuring its compensation, returning founder Colleen Winter to the board with authority over merchandising, hiring a permanent CFO, overhauling investor relations and communications, and forming a special committee to evaluate strategic alternatives such as a sale or take‑private transaction.

Insights

Activist investor and governance analyst

Activist 5% holder pushes broad governance and strategic changes at Lulu's Fashion.

Friedland Enterprises LLC, led by Christian Friedland, has disclosed a roughly 5% stake in Lulu's Fashion Lounge Holdings, Inc., holding 137,447 common shares. The position, acquired for about $730,000, is framed as an activist investment based on the view that the business has improved operationally but remains deeply discounted, trading at about 0.05x trailing revenue versus REVOLVE Group at 1.35x, according to the filing.

The document emphasizes operating gains such as two quarters of positive Adjusted EBITDA, gross margin expansion of more than 450 basis points, and positive free cash flow year-to-date. Against this, it highlights a share value decline of over 95% since the November 2021 IPO and notes a July 2025 1-for-15 reverse split that reduced outstanding shares to about 2.8 million while authorized shares stayed at 250 million. Friedland characterizes this large authorization as creating an 88x dilution capacity relative to current outstanding shares and calls it a governance problem.

The proposals are extensive: cutting authorized shares to roughly 10 million, refreshing the board and tying director pay to stock price thresholds (with cash compensation suspended until the stock reaches $10 per share and additional option vesting at $15 and $20), bringing founder Colleen Winter back to the board with product and brand oversight, hiring a permanent CFO on a defined timetable, replacing the investor relations function, enhancing KPI-rich communications, and forming a special committee to explore strategic alternatives, including potential sale or take‑private scenarios. Collectively, these steps signal an organized activist campaign, though any impact will depend on future board and shareholder responses.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Lulu's Fashion Lounge Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

55003A207

(CUSIP Number)

Friedland Enterprises
350 Lincoln Road,
Miami Beach, FL, 33139
5303217277

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

01/08/2026

(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. 55003A207

1

Name of reporting person

Friedland Enterprises LLC

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)

PF

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 137,447.00
8	Shared Voting Power 137,447.00
9	Sole Dispositive Power 137,447.00
10	Shared Dispositive Power 137,447.00

11

Aggregate amount beneficially owned by each reporting person

137,447.00

12

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

13

Percent of class represented by amount in Row (11)

5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: Lulu's Fashion Lounge Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 195 Humboldt Ave, Chico, CALIFORNIA , 95928.
Item 2.	Identity and Background
(a)	Christian B. Friedland
(b)	350 Lincoln Road. Miami Beach, FL 33139
(c)	Founder, Friedland Enterprises
(d)	Has not
(e)	During the past five years, the Reporting Person has not been convicted in any criminal proceeding and has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws.
(f)	USA
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person acquired the Shares using personal funds and funds from brokerage margin accounts. The aggregate purchase price of the Shares beneficially owned by the Reporting Person is approximately $730,000.00
Item 4.	Purpose of Transaction
	Background and Investment Thesis The Reporting Person acquired the Shares because he believes they are significantly undervalued relative to the Company's operational improvements and intrinsic value. The Company has achieved two consecutive quarters of positive Adjusted EBITDA, expanded gross margins by over 450 basis points, and generated positive free cash flow year-to-date. Despite these improvements, the Company trades at approximately 0.05x trailing revenue versus comparable companies such as REVOLVE Group, Inc. (NYSE: RVLV) at 1.35x. The Reporting Person believes this valuation disconnect stems from governance deficiencies, inadequate investor communications, and a board composition that has failed to create shareholder value. Since the Company's November 2021 IPO, shareholders have experienced a decline of over 95% in share value while board members have continued to receive compensation without accountability. The Reporting Person notes that in July 2025, the Board executed a 1-for-15 reverse stock split to maintain Nasdaq listing compliance. While this reduced outstanding shares from approximately 41.5 million to approximately 2.8 million, authorized shares remained at 250 million--creating potential dilution capacity of 88x current outstanding shares. The Reporting Person views this as a governance failure requiring immediate remedy. Proposals for Value Creation The Reporting Person intends to engage constructively with management and the Board regarding the following proposals designed to complete the Company's operational turnaround and create shareholder value: 1.Reduce Authorized Shares from 250 Million to 10 Million. The current authorized share structure creates unacceptable dilution risk and signals poor governance. The Reporting Person proposes reducing authorized shares to approximately 10 million, providing adequate flexibility for equity compensation and potential strategic transactions while eliminating the 88x overhang. 2.Reconstitute the Board of Directors. The Reporting Person proposes removing directors who have served since the IPO and presided over 95%+ value destruction. The Reporting Person seeks to add directors with demonstrated experience in e-commerce operations, consumer brands, and public company governance. 3.Restructure Board Compensation. The Reporting Person proposes suspending all cash board compensation until the stock reaches $10 per share (representing approximately 100% appreciation from current levels). Directors should receive options at the current market price with additional tranches vesting at $15 and $20, aligning director incentives with shareholder outcomes. 4.Return Founder Colleen Winter to the Board. The Company's Q3 2025 results demonstrated continued strength in occasion wear categories (9.5% three-year CAGR) while casual and footwear categories remain "under pressure" per management's own characterization. The recent elimination of the Chief Merchandising Officer role creates a merchandising leadership vacuum. The Reporting Person proposes returning founder Colleen Winter, who built the brand's original identity, to the Board with formal authority over product selection and brand direction. 5.Hire a Permanent Chief Financial Officer. The Company's current "fractional CFO" arrangement is inadequate for a public company. The Reporting Person proposes establishing a 60-day search process with a 120-day hire deadline for a permanent CFO with public company experience. 6.Replace the Investor Relations Function. The Company's Q3 2025 earnings call concluded with zero analyst questions--the second consecutive quarter with no analyst engagement. The Reporting Person proposes hiring a professional investor relations firm within 30 days to develop investor materials, conduct non-deal roadshows, and establish communication standards appropriate for a public company. 7.Launch Comprehensive Investor Communications. The Company's decision to remain public via reverse stock split, rather than delisting or accepting a take-private offer, creates transparency obligations it has failed to meet. The Reporting Person proposes quarterly investor presentations with detailed KPIs including customer cohort analysis, customer acquisition costs, lifetime value metrics, and category-level performance data--benchmarked to the disclosure standards of REVOLVE Group, Inc. 8.Form a Special Committee to Evaluate Strategic Alternatives. The Reporting Person proposes forming an independent Special Committee to evaluate all strategic alternatives including: (a) sale to a strategic acquirer; (b) take-private transaction; (c) merger with a complementary private company using the Company as a platform; and (d) continued standalone operation with enhanced governance. The Committee should consider that H.I.G. Growth Partners has held its investment since 2014--an 11-year hold period that may create liquidity pressure benefiting all shareholders. Reporting Person's Qualifications The Reporting Person brings directly relevant experience to these proposals: Served as CEO of Build.com for 17 years, growing the company from inception through successful exit. Current board member of multiple private equity-backed companies. Personal connection to the Chico, California business community where the Company is headquartered. The Reporting Person's intent is constructive. He believes the Company's management team has successfully executed the operational turnaround--achieving positive EBITDA, improving margins, and cleaning the balance sheet. What remains is the "final 20%": governance reform, transparency, and strategic direction. The Reporting Person seeks to provide the completion capital--both financial and intellectual--to realize the value management has created. The Reporting Person would welcome engaging in discussions with the Company's management, other shareholders, industry participants, potential acquirers, or other relevant parties regarding the Company and its prospects. Depending on circumstances, the Reporting Person may take actions including: acquiring additional Shares; disposing of Shares; seeking board representation; making proposals for changes in operations, governance, or strategy; or pursuing other actions permitted by law.
Item 5.	Interest in Securities of the Issuer
(a)	(a) As of the date hereof, the Reporting Person beneficially owns approximately 137,447 Shares, representing approximately 5% of the outstanding Shares based on 2,748,930 Shares outstanding as of Jan 8th 2026. (b) The Reporting Person has sole voting power and sole dispositive power over all Shares reported. (c) Transactions effected during the past 60 days are set forth on Exhibit A.
(b)	137,447
(c)	Transactions effected during the past 60 days are set forth on Exhibit A.
(d)	Christian Friedland - 137,447 shares
(e)	January 9th 2026
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	None
Item 7.	Material to be Filed as Exhibits.
	Exhibit A sets forth all transactions in the Shares effected by the Reporting Person during the 60-day period prior to the date of this Schedule 13D

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.

Friedland Enterprises LLC

Signature:	/s/ Christian Friedland
Name/Title:	Christian Friedland
Date:	01/09/2026

FAQ

What stake in Lulu's Fashion Lounge (LVLU) did Friedland Enterprises disclose?

The filing reports that Friedland Enterprises LLC, led by Christian B. Friedland, beneficially owns approximately 137,447 shares of Lulu's Fashion Lounge common stock, representing about 5% of the company’s outstanding shares based on 2,748,930 shares outstanding as of January 8, 2026.

How much did Friedland Enterprises pay for its LVLU shares?

According to the filing, the reporting person acquired the Lulu's Fashion Lounge shares using personal and margin account funds, with an aggregate purchase price of approximately $730,000.

Why does Christian Friedland believe Lulu's Fashion Lounge (LVLU) is undervalued?

The filing states that Friedland believes the shares are significantly undervalued because the company has delivered two consecutive quarters of positive Adjusted EBITDA, expanded gross margins by over 450 basis points, and generated positive free cash flow year-to-date, yet trades at about 0.05x trailing revenue versus REVOLVE Group at 1.35x.

What governance concerns does the 13D filer raise about Lulu's Fashion Lounge (LVLU)?

The reporting person points to what he views as governance deficiencies, including a share value decline of over 95% since the November 2021 IPO, a July 2025 1-for-15 reverse stock split that reduced outstanding shares to about 2.8 million while authorized shares stayed at 250 million, and a board that he believes has not created shareholder value.

What changes to Lulu's Fashion Lounge’s capital structure are being proposed?

The filing proposes reducing authorized shares of Lulu's Fashion Lounge from 250 million to about 10 million, which the reporting person argues would still allow for equity compensation and strategic transactions while addressing what he describes as an 88x dilution overhang relative to current outstanding shares.

What board and management actions does the 13D propose for Lulu's Fashion Lounge (LVLU)?

Proposals include reconstituting the board, suspending cash board compensation until the stock reaches $10 per share with stock options vesting at $10, $15, and $20, returning founder Colleen Winter to the board with product and brand authority, and launching a search to hire a permanent CFO within a defined timeframe.

Does the 13D filing suggest any strategic alternatives for Lulu's Fashion Lounge?

Yes. The reporting person proposes forming an independent Special Committee to evaluate strategic alternatives including a sale to a strategic acquirer, a take‑private transaction, a merger with a complementary private company, or continuing as a standalone public company with enhanced governance.