MAESTRINI ANDRE 4

What Happened

• Andre Maestrini, Lululemon’s President, Chief Commercial Officer and Interim Co‑CEO, had 4,692 performance-based shares convert/vest on March 30, 2026 (reported on Form 4). Those shares were issued at $0 (they were awards, not an open‑market purchase).
• To satisfy tax obligations, a total of 2,430 shares were withheld (2,206 shares and 224 shares) at a reported per‑share price of $145.83, totaling about $354,367 in value. Net shares retained by Maestrini after withholding: 4,692 − 2,430 = 2,262 shares (approx. $330k at $145.83/share).

Key Details

• Transaction date: March 30, 2026; Form 4 filed April 1, 2026 (filed timely).
• Reported prices: withholding executed at $145.83 per share. Withheld shares: 2,206 (≈ $321,701) and 224 (≈ $32,666); total withheld ≈ $354,367.
• Shares acquired via exercise/conversion of performance share units (transaction code M); withholding shown as tax withholding dispositions (code F).
• Shares owned after the transaction: not specified in the filing.
• Footnotes: F1/F2 indicate shares were withheld to cover tax obligations on award settlement/vesting; F3 explains the performance share units (PSUs) were granted 3/30/2023 for a three‑year performance period ending fiscal 2025, performance goals were certified 3/13/2026, and PSUs vested 3/30/2026.

Context

• This was a settlement of performance awards (PSUs/RSUs) rather than an open‑market sale or purchase. Withholding of shares to cover taxes is a routine, administrative action and does not by itself indicate a discretionary sale or purchase by the insider.
• The reporting shows a net acquisition of shares (2,262 retained) after tax withholding, i.e., a partial cashless settlement of the award.