UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~April to26, ~~Section 13~~2026 Date orof 15Report (dDate of earliest event reported)

lululemon athletica inc. (Exact name of ~~the~~registrant ~~Securities~~as ~~Exchange~~specified ~~Act~~in ofits ~~1934~~charter)

April 21, 2026

Delaware		001-33608		20-3842867
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~Date~~1818 ofCornwall ~~Report~~Avenue Vancouver, British Columbia Canada, V6J 1C7 (~~Date~~Address of ~~earliest~~principal ~~event~~executive ~~reported~~offices, including Zip Code)

~~lululemon~~Registrant’s ~~athletica~~telephone ~~inc.~~number, including area code: (604) 732-6124

(Exact name of registrant as specified in its charter)

Delaware

001-33608

20-3842867

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

1818 Cornwall Avenue

Vancouver, British Columbia

Canada, V6J 1C7

(Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: (604) 732-6124

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 $0.005 per share		LULU		Nasdaq Global Select Market

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))

☒

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))

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.

OnAppointment ~~April 21, 2026, lululemon athletica inc. entered into an employment agreement with Heidi O’Neill whereby it agreed to appoint Ms. O’Neill as Chief Executive Officer and as a member~~ of our board of directors, in each case effective September 8, 2026. Meghan Frank and Andre Maestrini are expected to continue serving as interim co-Chief Executive Officers, and Marti Morfitt is expected to continue serving as executive chair, until Ms. O’Neill joins the company.Director

~~Ms.~~On ~~O’Neill,~~April 6126, ~~recently concluded a 27-year tenure with Nike~~2026, ~~Inc. Most recently, she served as President, Consumer, Product & Brand from 2023 to 2025. In that role, Ms. O’Neill led~~ the ~~integration~~ board of ~~global~~directors ~~men’s, women’s and kids’ consumer and sport teams,~~ (the ~~global~~“Board”) ~~product~~of ~~and~~lululemon ~~innovation~~athletica ~~engine, and global brand marketing and sports marketing~~inc. ~~Prior~~(the to“Company”) ~~that,~~appointed ~~Ms.~~Esi ~~O’Neill~~Eggleston ~~served~~Bracey as ~~President, Consumer & Marketplace from 2020 to 2023, and previously held~~ a ~~variety~~ member of ~~leadership~~the ~~roles at Nike~~Board, ~~including~~effective ~~President,~~April ~~Nike Direct~~28, ~~and~~2026. ~~Vice~~In ~~President~~connection ~~and~~with ~~General Manager of Nike’s North America apparel business.~~ Ms. OBracey’~~Neill~~s ~~began her career in advertising at Foote~~appointment, ~~Cone & Belding and as Director of Marketing for~~ the ~~Dockers~~Board ~~brand~~increased ~~at Levi Strauss & Co. Ms. O’Neill currently serves on~~ the ~~boards~~size of ~~directors~~the ofBoard ~~Hyatt~~from 10 ~~Hotels~~to ~~Corporation,~~11 ~~Lithia Motors, Inc~~members. ~~and Spotify Technology S.A.~~

~~There~~Ms. ~~are~~Bracey nohas ~~arrangements~~over or30 ~~understandings~~years of ~~between~~experience ~~Ms.~~building ~~O’Neill~~cosmetics and ~~any~~beauty ~~other~~brands ~~person~~across ~~pursuant~~international markets around the world. She most recently served as Chief Growth & Marketing Officer at Unilever PLC, from 2024 to ~~which~~2025, ~~she~~and ~~was~~previously ~~selected~~held roles as ~~our~~President ~~Chief~~of Unilever USA and CEO of Unilever Personal Care, North America, from 2022 to 2023, and Executive Vice President & Chief Operating Officer, North America Beauty and Personal Care, from 2018 to 2022. ~~There~~She ~~are~~also noserved ~~family~~as ~~relationships~~President ~~between~~of Consumer Beauty at Coty Inc. from 2015 to 2017. Ms. ~~O’Neill~~Bracey ~~and~~began ~~any~~her career ofat ~~our~~The ~~directors~~Procter or& ~~executive~~Gamble ~~officers~~Company, where she held various leadership roles. Ms. Bracey currently serves on the board of Williams-Sonoma, Inc. and nopreviously ~~transactions~~served ~~requiring~~on ~~disclosure~~the ~~under~~board ~~Item~~of ~~404(~~Six Flags Entertainment Corporation. She holds a) Bachelor of ~~Regulation~~Arts ~~S-K~~degree in Engineering Sciences from Dartmouth College.

~~Pursuant to the employment agreement,~~ Ms. ~~O’Neill~~Bracey will ~~receive~~serve anas ~~initial~~a Class ~~annual~~I ~~base~~director ~~salary of $1,400,000 and will be eligible to receive, for fiscal 2026 and each fiscal year during her employment~~ with ~~us,~~ an ~~annual~~initial ~~target~~term ~~performance~~expiring ~~bonus~~at ~~of 200% of her base salary, with~~ the ~~maximum payout being 200% of target for fiscal~~ 2026, each of which may be increased (but not decreased without mutual written agreement) by our board of directors, if specified financial performance and individual performance goals are met for that year. Ms. O’Neill will also be eligible for annual ~~equity~~meeting ~~awards equal to approximately $10,000,000, consisting~~ of ~~60%~~stockholders ~~performance-vesting restricted stock units and 40% stock options with her fiscal 2026 annual grant pro-rated based on~~ (the ~~period~~“Annual ~~served during fiscal 2026~~Meeting”). ~~In addition, in connection with the commencement of her employment,~~ Ms. OBracey’~~Neill~~s committee ~~will~~appointments ~~receive a one-time grant of a number of time-vesting restricted stock units equal to $2,800,000. At that same time, Ms. O’Neill~~ will also receive a one-time grant of stock options equal to $4,200,000. These restricted stock units and options will vest as to 50% on each of the first and second anniversary dates of the grant date if she continues to be ~~employed~~determined byat usa onlater ~~each such vesting~~ date. The ~~employment~~Board ~~agreement~~has ~~also~~determined ~~provides~~ that Ms. ~~O’Neill~~Bracey ~~will~~qualifies beas ~~eligible~~an ~~for~~“independent” director ~~retirement~~under ~~vesting~~Nasdaq ~~treatment~~listing ~~with respect to her outstanding equity awards, if her age and service equals or exceeds 65, with a minimum of three years of service~~standards. In exchange for Ms. O’Neill’s agreement to remain employed by us for a period of 24 months from her employment start date, Ms. O’Neill will receive a one-time cash retention bonus in the amount of $2,000,000, with respect to which Ms. O’Neill has agreed to reimburse us a prorated after-tax amount in the event she resigns without good reason or her employment is terminated by us for cause within 24 months from her employment start date.

~~Ms.~~Other ~~O’Neill’s~~than ~~employment~~as ~~may~~described bein this ~~terminated~~Item by5.02, ~~her~~there orare byno usarrangements ator ~~any~~understandings ~~time.~~between ~~In the event~~ Ms. ~~O’Neill~~Bracey ~~resigns~~and ~~without~~any ~~good~~other ~~reason~~person orpursuant weto ~~terminate~~which ~~her employment for cause,~~ she ~~will~~was ~~receive only her base salary then in effect and benefits earned and payable~~ selected as ofa ~~the~~director. ~~date~~There ofare ~~termination.~~no Intransactions ~~the~~in ~~event~~which Ms. ~~O’Neill~~Bracey ~~resigns~~has ~~for~~a ~~good~~direct ~~reason~~ or weindirect ~~terminate~~material ~~Ms.~~interest ~~O’Neill’s~~requiring ~~employment~~disclosure ~~without~~under ~~cause, and subject to her compliance with the surviving terms of the employment agreement and~~ Item 404(a) ~~restrictive covenant agreement and execution~~ of aRegulation ~~full~~S-K. ~~release, in addition to the amounts described above,~~ Ms. ~~O’Neill~~Bracey will bereceive ~~entitled~~standard tocompensation ~~(i)~~for ~~a severance payment equal to 24 months of~~ her ~~then-current~~service ~~base~~as ~~salary;~~a ~~and~~director ~~(ii)~~consistent ~~full vesting of all outstanding equity awards,~~ with, inthat ~~the case~~ of ~~stock options, extended exercisability through~~ the ~~end~~Company’s other ofnon-employee ~~the~~directors. ~~original~~The ~~term,~~Company ~~and,~~expects inMs. ~~the~~Bracey ~~case~~to ofenter ~~performance-vesting~~into ~~awards,~~its ~~based~~standard onform ~~actual~~indemnification ~~performance~~agreement ~~and~~for ~~paid at the same time as active employees~~non-employee directors.

~~The~~Departure ~~foregoing description~~ of the principal terms of Ms. O’Neill’s employment agreement is qualified in its entirety by reference to the employment agreement, a copy of which is filed with this current report as Exhibit 10.1 and incorporated herein by reference. Director

~~Item~~On 7April 26, 2026, Shane Grant, a member of the Board, informed the Board that he plans to retire from the Board at the end of his current term and will not stand for reelection at the Annual Meeting.01 Immediately following the Annual Meeting, the size of the Board will be reduced from 11 to 9 members. Mr. ~~Regulation~~Grant FDcurrently ~~Disclosure~~serves on the Audit Committee. Mr. Grant’s decision to not stand for reelection was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. As previously disclosed on March 17, 2026, an additional member of the Board, David Mussafer, will not stand for reelection at the Annual Meeting.

OnItem ~~April 22, 2026, we issued a press release announcing the entry into an employment agreement with Heidi O’Neill, pursuant to which we agreed to appoint Ms~~7.01 ~~O’Neill~~Regulation asFD ~~our Chief Executive Officer and as a member of our board of directors, effective September 8, 2026~~Disclosure. ~~A copy of this press release is furnished with this current report as Exhibit 99.1 and incorporated herein by reference.~~

~~The~~On ~~information~~April in28, ~~this Item 7.01 of this current report~~2026, ~~including~~ the ~~information~~Company issued ~~contained~~a inpress ~~Exhibit~~release ~~99.1,~~in isconnection ~~being~~with ~~furnished~~Ms. ~~and~~Bracey’s ~~shall~~appointment ~~not be deemed~~ to ~~be “filed” for~~ the ~~purposes~~Board ofas ~~Section~~reported 18under ofItem ~~the~~5.02 ~~Securities~~above. ~~Exchange~~A ~~Act~~copy of ~~1934,~~this press asrelease ~~amended~~is ~~(the~~furnished ~~“Exchange~~as ~~Act”)~~Exhibit or99.1 ~~otherwise subject~~ to ~~the~~this ~~liabilities~~Current ofReport ~~that~~on ~~section,~~Form 8-K and ~~shall not be deemed to be~~ incorporated byherein ~~reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth~~ by ~~a specific~~ reference ~~in such filing~~.

~~Item~~The 9information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, ~~Financial~~is ~~Statements~~being furnished and ~~Exhibits~~shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Exhibit No.						Description
10.1						Executive Employment Agreement with Heidi O’Neill, dated April 21, 2026
99.1						Press release issued on April 22, 2026.
104						Cover Page Interactive Data File (formatted in iXBRL)

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits.

~~Pursuant~~(d) ~~to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

		lululemon athletica inc.
Exhibit No.	Description
Dated: April 22, 2026		/s/ MEGHAN FRANK
99.1	Press release issued on April 28, 2026.
		Meghan Frank
104	Cover Page Interactive Data File (formatted in iXBRL).
		Interim Co-Chief Executive Officer and Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	lululemon athletica inc.

Dated: April 28, 2026	/s/ MEGHAN FRANK
	Meghan Frank
	Interim Co-Chief Executive Officer and Chief Financial Officer

Filing Compare · lululemon athletica inc.