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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
Date of Report (Date of earliest event reported):
July 23, 2025
Purple Innovation, Inc.
(Exact Name of Registrant as Specified in its
Charter)
| Delaware |
|
001-37523 |
|
47-4078206 |
| (State of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 4100 North Chapel Ridge Rd., Suite 200 |
|
|
| Lehi, Utah |
|
84043 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (801) 756-2600
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written
communication 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-commencements
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 |
| Class A Common Stock, par value $0.0001 per share |
|
PRPL |
|
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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Amendments to Special Bonus Arrangements
In July 2025, Purple Innovation, Inc. (the “Company”) entered
into amendments (together, the “Amendments”) to each of the previously adopted special bonus arrangements (the “Bonus
Agreements”) that provided for special recognition bonuses (each, an “SRB” and together, the “SRBs”) to
Robert DeMartini, Todd Vogensen, and Eric Haynor (together, the “NEOs”). The Company entered into the Amendment with Mr. DeMartini
on July 23, 2025, and entered into the Amendments with Mr. Vogensen and Mr. Haynor on July 24, 2025.
Under the Bonus Agreements, payments owed to the NEOs are currently
due in August 2025 (the “August 2025 Amounts”). Pursuant to the Amendments, the August 2025 Amounts shall be paid in two installments,
with 35% due in August 2025 and 65% due in January 2026, subject to the continued service of each NEO through such dates.
As consideration to the NEOs for entering into the Amendments, each
NEO will also receive an additional amount equal to 15% of the payment due in January 2026, with such additional amount also payable in
January 2026. Pursuant to the Amendments, each NEO must remain continuously employed by the Company through the earlier of January 1,
2026 or a “change in control” of the Company (as defined in the Amendment) in order to receive the total amount payable in
January 2026 under the Amendments.
Pursuant to the Amendment between Mr. DeMartini and the Company, upon
the earlier of January 1, 2026 or a “change in control” of the Company (as defined in the Amendment), Mr. DeMartini will not
be required to repay the full amount of his SRB if his employment is terminated prior to June 30, 2026.
The foregoing summary of the Amendments does not purport to be complete and is subject to, and qualified in its entirety by, the full
text of the Amendments, which are attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 to this report and are incorporated by reference
herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is filed herewith:
| Exhibit No. |
|
Description |
| 10.1 |
|
Agreement dated July 23, 2025, between Purple Innovation, Inc. and Robert DeMartini |
| 10.2 |
|
Agreement dated July 24, 2025, between Purple Innovation, Inc. and Todd Vogensen |
| 10.3 |
|
Agreement dated July 24, 2025, between Purple Innovation, Inc. and Eric Haynor |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| Dated: July 29, 2025 |
PURPLE INNOVATION, INC. |
| |
|
|
| |
By: |
/s/ Todd Vogensen |
| |
|
Todd Vogensen |
| |
|
Chief Financial Officer |
2
