UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~May 23, ~~2025~~2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-33608

lululemon athletica inc.

(Exact name of registrant as specified in its charter)


Delaware			20-3842867
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1818 Cornwall Avenue, Vancouver, British Columbia V6J 1C7

(Address of principal executive offices)

Registrant's telephone number, including area code:

604-732-6124

Former name, former address and former fiscal year, if changed since last report:

N/A

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large ~~Accelerated~~accelerated ~~Filer~~filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~December~~May 529, ~~2025~~2026, there were ~~112~~108,~~190~~437,~~041~~957 shares of the registrant's common stock, par value $0.005 per share, outstanding.

Exchangeable and Special Voting Shares:

As of ~~December~~May 529, ~~2025~~2026, (1) there were outstanding 5,115,961 exchangeable shares of Lulu Canadian Holding, Inc., a wholly-owned subsidiary of the registrant. Exchangeable shares are exchangeable for an equal number of shares of the registrant's common stock; (2) there were outstanding 5,115,961 shares of special voting stock, through which the holders of exchangeable shares of Lulu Canadian Holding, Inc. may exercise their voting rights with respect to the registrant. The special voting stock and the registrant's common stock generally vote together as a single class on all matters on which the common stock is entitled to vote.

Table of Contents

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited):	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations and Comprehensive Income	4
	Consolidated Statements of Stockholders' Equity	5
	Consolidated Statements of Cash Flows	76
	Index for Notes to the Unaudited Interim Consolidated Financial Statements	87
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2017
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3729
Item 4.	Controls and Procedures	3830
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	3931
Item 1A.	Risk Factors	3931
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5244
Item 5.	Other Information	5244
Item 6.	Exhibits	5445
Signatures		5546

Table of Contents

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

lululemon athletica inc.

CONSOLIDATED BALANCE SHEETS

(Unaudited; Amounts in thousands, except per share amounts)

November 2,2025

February 2,2025

May 3,2026

February 1,2026

ASSETS

Current assets

Cash and cash equivalents

1,~~035~~514,~~862~~729

1,~~984~~807,~~336~~202

Accounts receivable, net

~~250~~164,~~304~~973

~~120~~190,~~173~~657

Inventories

1,~~997~~687,~~844~~088

1,~~442~~700,~~081~~753

Prepaid and receivable income taxes

~~430~~422,~~303~~167

~~182~~352,~~253~~469

Prepaid expenses and other current assets

~~209~~205,~~348~~618

~~251~~211,~~459~~620

3,923,661

3,980,302

3,994,575

4,262,701

Property and equipment, net

12,~~952~~045,~~012~~719

12,~~780~~033,~~617~~720

Right-of-use lease assets

1,~~600~~948,~~385~~704

1,~~416~~630,~~256~~181

Goodwill

~~175~~184,~~301~~958

~~159~~184,~~518~~911

Intangible assets, net

74,~~689~~399

116,~~673~~283

Deferred income tax assets

2124,~~581~~778

1724,~~085~~037

Other non-current assets

~~274~~328,~~563~~308

~~237~~314,~~841~~910

78,~~955~~531,~~192~~441

78,~~603~~456,~~292~~743

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Accounts payable

~~352~~294,~~160~~323

~~271~~331,~~406~~421

Accrued liabilities and other

~~621~~586,~~155~~317

~~559~~662,~~463~~982

Accrued compensation and related expenses

~~186~~172,~~378~~395

~~204~~187,~~543~~887

Current lease liabilities

~~317~~357,~~482~~204

~~275~~298,~~154~~724

Current income taxes payable

6250,~~712~~130

~~183~~43,~~126~~948

Unredeemed gift card liability

~~253~~296,~~798~~361

~~308~~316,~~352~~632

Other current liabilities

4837,~~494~~586

3745,~~586~~954

1,842,179

1,839,630

1,794,316

1,887,548

Non-current lease liabilities

1,~~445~~778,~~312~~804

1,~~300~~499,~~637~~717

Deferred income tax liabilities

~~111~~75,~~590~~251

9852,~~188~~278

Other non-current liabilities

5457,~~088~~469

4055,~~790~~360

3,453,169

3,279,245

3,705,840

3,494,903

Commitments and contingencies

Stockholders' equity

Undesignated preferred stock, $0.01 par value: 5,000 shares authorized; none issued and outstanding

—

Exchangeable stock, no par value: 60,000 shares authorized; 5,116 and 5,116 issued and outstanding

—

Special voting stock, $0.000005 par value: 60,000 shares authorized; 5,116 and 5,116 issued and outstanding

—

Common stock, $0.005 par value: 400,000 shares authorized; 112,789 and 116,166 issued and outstanding

564

581

Common stock, $0.005 par value: 400,000 shares authorized; 109,308 and 111,380 issued and outstanding

547

557

Additional paid-in capital

~~646~~681,~~238~~152

~~638~~669,~~190~~392

Retained earnings

4,~~204~~361,~~012~~290

4,~~109~~522,~~717~~581

Accumulated other comprehensive loss

(~~348~~217,~~791~~388)

(~~424~~230,~~441~~690)

4,502,023

4,324,047

4,825,601

4,961,840

78,~~955~~531,~~192~~441

78,~~603~~456,~~292~~743

See accompanying notes to the unaudited interim consolidated financial statements

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lululemon athletica inc.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited; Amounts in thousands, except per share amounts)

Quarter Ended

~~Three Quarters Ended~~

November 2,2025

October 27,2024

November 2,2025

October 27,2024

May 3,2026

May 4,2025

Net revenue

2,~~565~~471,~~920~~603

2,~~396~~370,660

~~7,461,799~~

~~6,976,629~~

Cost of goods sold

1,~~140~~132,~~004~~785

~~995~~987,~~054~~534

~~3,175,555~~

~~2,887,770~~

Gross profit

1,~~425~~338,~~916~~818

1,~~401~~383,~~606~~126

~~4,286,244~~

~~4,088,859~~

Selling, general and administrative expenses

~~988~~1,~~254~~059,988

~~909~~942,~~827~~871

~~2,882,783~~

~~2,624,212~~

Amortization of intangible assets

1,~~776~~884

1,~~118~~630

~~5,136~~

~~1,118~~

Income from operations

~~435~~276,~~886~~946

~~490~~438,~~661~~625

~~1,398,325~~

~~1,463,529~~

Other income (expense), net

59,~~854~~131

1311,~~743~~786

~~27,377~~

~~55,020~~

Income before income tax expense

~~441~~286,~~740~~077

~~504~~450,~~404~~411

~~1,425,702~~

~~1,518,549~~

Income tax expense

~~134~~91,~~905~~029

~~152~~135,~~534~~839

~~433,390~~

~~452,336~~

Net income

~~306~~195,~~835~~048

~~351~~314,~~870~~572

~~992,312~~

~~1,066,213~~

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment

~~(34~~11,~~543)~~987

~~(22~~169,~~277)~~772

~~139,936~~

~~(92,153)~~

Net investment hedge gains (losses)

161,~~977~~315

12(82,~~292~~053)

~~(64,286)~~

~~36,607~~

Other comprehensive income (loss), net of tax

~~(17~~13,~~566)~~302

(987,~~985)~~719

~~75,650~~

~~(55,546)~~

Comprehensive income

~~289~~208,~~269~~350

~~341~~402,~~885~~291

~~1,067,962~~

~~1,010,667~~

Basic earnings per share

21.5969

2.8761

~~8.30~~

~~8.57~~

Diluted earnings per share

21.5969

2.8760

~~8.29~~

~~8.55~~

Basic weighted-average number of shares outstanding

~~118~~115,~~535~~414

~~122~~120,~~697~~632

~~119,589~~

~~124,471~~

Diluted weighted-average number of shares outstanding

~~118~~115,~~552~~482

~~122~~120,~~803~~843

~~119,692~~

~~124,668~~

See accompanying notes to the unaudited interim consolidated financial statements

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lululemon athletica inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited; Amounts in thousands)

	Quarter Ended November 2, 2025
	Quarter Ended May 3, 2026
	Exchangeable Stock	Special Voting Stock			Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares	Shares	Par Value		Shares	Par Value
Balance as of August 3, 2025	5,116	5,116	$	—	113,828	$	570	$	632,375	$	4,085,559	$	(331,225)	$	4,387,279
Balance as of February 1, 2026	5,116	5,116	$	—	111,380	$	557	$	669,392	$	4,522,581	$	(230,690)	$	4,961,840
Net income										~~306~~195,~~835~~048				~~306~~195,~~835~~048
Other comprehensive income (loss), net of tax												~~(17~~13,~~566)~~302		~~(17~~13,~~566)~~302
Stock-based compensation expense								1629,~~558~~186						1629,~~558~~186
Common stock issued upon settlement of stock-based compensation					5179	—1		71(1)						71—
Shares withheld related to net share settlement of stock-based compensation					(280)	—		(~~246~~12,019)						(~~246~~12,019)
Repurchase of common stock, including excise tax					(12,~~042~~171)	(611)		(25,~~520~~406)		(~~188~~356,~~382~~339)				(~~190~~361,~~908~~756)
Balance as of November 2, 2025	5,116	5,116	$	—	112,789	$	564	$	646,238	$	4,204,012	$	(348,791)	$	4,502,023
Balance as of May 3, 2026	5,116	5,116	$	—	109,308	$	547	$	681,152	$	4,361,290	$	(217,388)	$	4,825,601

	Quarter Ended October 27, 2024
	Quarter Ended May 4, 2025
	Exchangeable Stock	Special Voting Stock			Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares	Shares	Par Value		Shares	Par Value
Balance as of July 28, 2024	5,116	5,116	$	—	118,610	$	593	$	589,156	$	3,751,713	$	(309,817)	$	4,031,645
Balance as of February 2, 2025	5,116	5,116	$	—	116,166	$	581	$	638,190	$	4,109,717	$	(424,441)	$	4,324,047
Net income										~~351~~314,~~870~~572				~~351~~314,~~870~~572
Other comprehensive income (loss), net of tax												(987,~~985)~~719		(987,~~985)~~719
Stock-based compensation expense								2423,~~169~~091						2423,~~169~~091
Common stock issued upon settlement of stock-based compensation					15195	—		~~1,514~~221						~~1,514~~221
Shares withheld related to net share settlement of stock-based compensation					(389)	—		(~~888~~25,641)						(~~888~~25,641)
Repurchase of common stock, including excise tax					(1,~~576~~363)	(87)		(3,~~549~~297)		(~~409~~431,~~036~~135)				(~~412~~434,~~593~~439)
Balance as of October 27, 2024	5,116	5,116	$	—	117,046	$	585	$	610,402	$	3,694,547	$	(319,802)	$	3,985,732
Balance as of May 4, 2025	5,116	5,116	$	—	114,909	$	574	$	632,564	$	3,993,154	$	(336,722)	$	4,289,570

See accompanying notes to the unaudited interim consolidated financial statements

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	Three Quarters Ended November 2, 2025
	Exchangeable Stock	Special Voting Stock			Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares	Shares	Par Value		Shares	Par Value
Balance as of February 2, 2025	5,116	5,116	$	—	116,166	$	581	$	638,190	$	4,109,717	$	(424,441)	$	4,324,047
Net income										992,312				992,312
Other comprehensive income (loss), net of tax												75,650		75,650
Stock-based compensation expense								37,805						37,805
Common stock issued upon settlement of stock-based compensation					250	—		5,549						5,549
Shares withheld related to net share settlement of stock-based compensation					(94)	—		(26,760)						(26,760)
Repurchase of common stock, including excise tax					(3,533)	(17)		(8,546)		(898,017)				(906,580)
Balance as of November 2, 2025	5,116	5,116	$	—	112,789	$	564	$	646,238	$	4,204,012	$	(348,791)	$	4,502,023

	Three Quarters Ended October 27, 2024
	Exchangeable Stock	Special Voting Stock			Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares	Shares	Par Value		Shares	Par Value
Balance as of January 28, 2024	5,116	5,116	$	—	121,106	$	606	$	575,369	$	3,920,362	$	(264,256)	$	4,232,081
Net income										1,066,213				1,066,213
Other comprehensive income (loss), net of tax												(55,546)		(55,546)
Stock-based compensation expense								71,494						71,494
Common stock issued upon settlement of stock-based compensation					239	—		7,277						7,277
Shares withheld related to net share settlement of stock-based compensation					(90)	—		(34,259)						(34,259)
Repurchase of common stock, including excise tax					(4,209)	(21)		(9,479)		(1,292,028)				(1,301,528)
Balance as of October 27, 2024	5,116	5,116	$	—	117,046	$	585	$	610,402	$	3,694,547	$	(319,802)	$	3,985,732

See accompanying notes to the unaudited interim consolidated financial statements

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lululemon athletica inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; Amounts in thousands)

Three Quarters Ended

Quarter Ended

November 2,2025

October 27,2024

May 3,2026

May 4,2025

Cash flows from operating activities

Net income

~~992~~195,~~312~~048

1314,~~066,213~~572

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization

~~361~~135,~~703~~335

~~312~~114,~~931~~529

Stock-based compensation expense

3729,~~805~~186

7123,~~494~~091

Settlement of derivatives not designated in a hedging relationship

~~(18~~3,~~077)~~115

(1947,~~645~~520)

Changes in operating assets and liabilities:

Accounts receivable

~~(127~~26,~~419)~~667

(1918,~~436~~504)

Inventories

~~(517~~23,~~484)~~642

(~~477~~174,~~682~~319)

Prepaid and receivable income taxes

(~~248~~69,~~050~~333)

(7448,~~915~~027)

Prepaid expenses and other current assets

466,~~697~~159

~~(31~~22,~~499)~~676

Other non-current assets

(4133,~~425~~472)

(6013,~~638~~524)

Accounts payable

72(37,~~810~~691)

4522,~~579~~489

Accrued liabilities and other

70(67,~~108~~927)

~~171~~(42,~~566~~971)

Accrued compensation and related expenses

(2216,~~644~~054)

(~~133~~65,~~630~~635)

Current and non-current income taxes payable

(126,764)

70,615

Current income taxes payable

5,818

(160,295)

Unredeemed gift card liability

(5720,~~270~~461)

(6640,~~623~~665)

Right-of-use lease assets and current and non-current lease liabilities

218,~~020~~158

16(2,~~234~~924)

Other current and non-current liabilities

3516,~~284~~250

~~759~~(1,927)

Net cash provided by operating activities

459,606

871,323

Net cash provided by (used in) operating activities

214,440

(118,954)

Cash flows from investing activities

Purchase of property and equipment

(~~497~~127,~~602~~380)

(~~454~~152,~~250~~263)

Settlement of net investment hedges

12(11,~~282~~470)

1548,~~041~~671

Acquisition, net of cash acquired

—

(130,996)

Other investing activities

—

(3,250)

Other investing activities

(3,737)

(5,009)

Net cash used in investing activities

(138,850)

(106,842)

Net cash used in investing activities

(489,057)

(575,214)

Cash flows from financing activities

Proceeds from settlement of stock-based compensation

~~5,549~~—

~~7,277~~221

Taxes paid related to net share settlement of stock-based compensation

(2612,~~760~~019)

(3425,~~259~~641)

Repurchase of common stock

(~~906~~361,~~580~~756)

(1434,~~301,528~~439)

Other financing activities

(114,~~205~~750)

—(8,115)

Net cash used in financing activities

(~~938~~378,~~996~~525)

(1467,~~328,510~~974)

Effect of foreign currency exchange rate changes on cash and cash equivalents

1910,~~973~~462

~~(23~~34,~~151)~~706

Decrease in cash and cash equivalents

(~~948~~292,~~474~~473)

(1659,~~055,552~~064)

Cash and cash equivalents, beginning of period

1,~~984~~807,~~336~~202

21,~~243~~984,~~971~~336

Cash and cash equivalents, end of period

1,~~035~~514,~~862~~729

1,~~188~~325,~~419~~272

See accompanying notes to the unaudited interim consolidated financial statements

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lululemon athletica inc.

INDEX FOR NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL

STATEMENTS

Note 1	Nature of Operations and Basis of Presentation	98
Note 2	Recent Accounting Pronouncements	98
Note 3	~~Revolving~~Net ~~Credit Facilities~~Revenue	109
Note 4	~~Supply~~Revolving ~~Chain~~Credit ~~Financing Program~~Facilities	10
Note 5	~~Stock-Based~~Supply ~~Compensation~~Chain ~~and~~Financing ~~Benefit Plans~~Program	1110
Note 6	~~Fair~~Stock-Based ~~Value~~Compensation ~~Measurement~~and Benefit Plans	1210
Note 7	~~Derivative~~Fair ~~Financial~~Value ~~Instruments~~Measurement	1312
Note 8	~~Earnings~~Derivative ~~Per~~Financial ~~Share~~Instruments	1512
Note 9	~~Supplementary~~Earnings ~~Financial~~Per ~~Information~~Share	1514
Note 10	~~Segmented~~Supplementary Financial Information	1614
Note 11	~~Disaggregated~~Segmented ~~Net Revenue~~Information	1915
Note 12	Legal Proceedings and Other Contingencies	1916
Note 13	Subsequent Events	20

Table of Contents

lululemon athletica inc.

NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL

STATEMENTS

Note 1. Nature of Operations and Basis of Presentation

Nature of operations

lululemon athletica inc., a Delaware corporation, ("lululemon" and, together with its subsidiaries unless the context otherwise requires, the "Company") is engaged in the design, distribution, and retail of technical athletic apparel, footwear, and accessories. The Company organizes its operations into four regional markets: Americas, China Mainland, Asia Pacific ("APAC"), and Europe and the Middle East ("EMEA"). It conducts its business through a number of different channels in each market, including company-operated stores, e-commerce, outlets, temporary locations, wholesale, license and supply arrangements, and a re-commerce program. There were ~~796~~816 and ~~767~~811 company-operated stores in operation as of ~~November~~May 23, ~~2025~~2026 and February 21, ~~2025~~2026, respectively.

Basis of presentation

The unaudited interim consolidated financial statements, including the financial position as of ~~November~~May 23, ~~2025~~2026 and the results of operations and cash flows for the periods disclosed, are presented in U.S. dollars and have been prepared by the Company under the rules and regulations of the Securities and Exchange Commission ("SEC"). The financial information is presented in accordance with United States generally accepted accounting principles ("GAAP") for interim financial information and, accordingly, does not include all of the information and footnotes required by GAAP for complete financial statements. The financial information as of February 21, ~~2025~~2026 is derived from the Company's audited consolidated financial statements and related notes for the fiscal year ended February 21, ~~2025~~2026, which are included in Item 8 in the Company's fiscal ~~2024~~2025 Annual Report on Form 10-K filed with the SEC on March 2717, ~~2025~~2026. These unaudited interim consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These unaudited interim consolidated financial statements should be read in conjunction with the Company's consolidated financial statements and related notes included in Item 8 in the Company's fiscal ~~2024~~2025 Annual Report on Form 10-K.

OnThe ~~September 10,~~Company's ~~2024,~~fiscal ~~the~~year ~~Company~~ends ~~acquired~~on the ~~lululemon~~Sunday ~~branded~~closest ~~retail~~to ~~locations~~January 31 ~~and~~of ~~operations~~the ~~run~~following byyear, typically resulting in a ~~third~~52-week ~~party~~year, inbut ~~Mexico.~~occasionally ~~The~~giving ~~Company~~rise ~~had~~to ~~previously~~an ~~granted~~additional ~~the~~week, ~~third~~resulting ~~party~~in ~~the~~a ~~right~~53-week toyear. ~~operate~~Fiscal ~~retail~~2026 ~~locations~~will ~~and~~end toon ~~sell~~January 31, ~~lululemon~~2027 ~~products~~and inwill ~~Mexico~~be a 52-week year. ~~The~~Fiscal ~~results~~2025 ofwas ~~operations,~~a ~~financial~~52-week ~~position,~~year and ~~cash~~ended ~~flows~~on ofFebruary 1, ~~the~~2026. ~~Mexico~~Fiscal ~~operations~~2026 ~~have~~and ~~been~~fiscal ~~included~~2025 inare ~~the~~referred ~~Company's~~to ~~consolidated~~as ~~financial~~"2026," ~~statements~~and ~~since~~"2025," ~~the~~respectively. ~~date~~The first quarter of ~~acquisition~~2026 and 2025 ended on May 3, 2026 and May 4, 2025, respectively.

The Company's ~~fiscal~~business ~~year~~is ~~ends~~affected onby the ~~Sunday~~pattern ~~closest~~of seasonality common to ~~January 31~~most ofretail ~~the~~apparel ~~following~~businesses. ~~year~~Historically, ~~typically~~the ~~resulting~~Company inhas recognized a ~~52-week~~significant ~~year,~~portion ~~but~~of ~~occasionally~~its ~~giving~~operating ~~rise~~profit toin anthe ~~additional~~fourth ~~week,~~fiscal ~~resulting~~quarter inof aeach ~~53-week~~ year. ~~Fiscal~~as ~~2025~~a ~~will~~result ~~end~~of onincreased ~~February 1,~~net ~~2026~~revenue ~~and~~during ~~will~~the beholiday ~~a 52-week year~~season. ~~Fiscal~~Events ~~2024~~predominantly ~~was~~impacting athe ~~53-week~~Company's ~~year~~international ~~and~~net ~~ended on February 2~~revenue, ~~2025.~~such ~~Fiscal~~as ~~2025~~those ~~and~~related ~~fiscal~~to ~~2024~~Lunar ~~are~~New ~~referred~~Year toand asSingles ~~"2025~~Day," ~~and~~can ~~"2024,"~~fall ~~respectively.~~in ~~The~~different ~~first~~fiscal ~~three~~ quarters offrom ~~2025~~year ~~and~~to ~~2024 ended on November 2, 2025 and October 27, 2024, respectively~~year.

The Company's business is affected by the pattern of seasonality common to most retail apparel businesses. Historically, the Company has recognized a significant portion of its operating profit in the fourth fiscal quarter of each year as a result of increased net revenue during the holiday season.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of net revenue and expenses during the reporting period. Actual results could differ from those estimates.

Note 2. Recent Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standard Updates ("ASUs"). ASUs recently issued not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company's consolidated financial position or results of operations.

Recently issued accounting pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Entities will be required to provide disaggregated disclosures for certain income statement expense line items. This amendment is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and will be applied

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retrospectively for periods presented in the financial statements. The Company is currently evaluating the impact that this new guidance may have on its financial statement disclosures.

In September 2025, the FASB issued ASU 2025‑06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350‑40): Targeted Improvements to the Accounting for Internal-Use Software. The amendment replaces the previous project-stage model with a principles-based approach for capitalizing internal-use software costs. This guidance is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within that year. The Company is currently evaluating the impact that this new guidance may have on its accounting policies and related disclosures.

Note 3. Net Revenue

Disaggregated net revenue

In addition to the disaggregation of net revenue by reportable segment in Note 11. Segmented Information, the following table disaggregates the Company's net revenue by geographic area.


	First Quarter
	2026		2025
	(In thousands)
United States	$	1,313,206	$	1,362,524
Canada	283,341		292,820
Mexico	24,663		19,214
Americas	1,621,210		1,674,558

China Mainland	478,395		368,101
Hong Kong SAR, Taiwan, and Macau SAR	51,408		44,104
People's Republic of China	529,803		412,205

Other geographic areas	320,590		283,897
	$	2,471,603	$	2,370,660

The following disaggregates the Company's net revenue by category. Accessories and other categories is primarily composed of accessories, footwear, and lululemon Studio.


	First Quarter
	2026		2025
	(In thousands)
Women's apparel	$	1,602,985	$	1,535,172
Men's apparel	581,878		544,788
Accessories and other categories	286,740		290,700
	$	2,471,603	$	2,370,660

The following disaggregates the Company's net revenue by channel.


	First Quarter
	2026		2025
	(In thousands)
Company-operated stores	$	1,192,840	$	1,153,107
E-commerce	997,442		960,890
Other channels	281,321		256,663
	$	2,471,603	$	2,370,660

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~~Recently~~Note 4. Revolving ~~issued~~Credit ~~accounting pronouncements~~Facilities

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This disclosure requires expanded disclosure within the rate reconciliation as well as disaggregation of annual taxes paid. This amendment is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that this new guidance may have on its financial statement disclosures.

In September 2025, the FASB issued ASU 2025‑06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350‑40): Targeted Improvements to the Accounting for Internal-Use Software. The amendment replaces the previous project-stage model with a principles-based approach for capitalizing internal-use software costs. This guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact that this new guidance may have on its accounting policies and related disclosures.

Note 3. Revolving Credit Facilities

Americas revolving credit facility

On October 15, 2025, the Company entered into an amended and restated unsecured revolving credit agreement, which provides for $600.0 million in commitments under an unsecured five-year revolving credit facility. The credit facility has a maturity date of October 15, 2030, subject to two one-year extensions at the request of the Company. Subject to the conditions stated in the credit agreement, the Company may request increases in aggregate commitments thereunder up to a total of $1.0 billion. The credit facility permits prepayment of borrowings and reductions or terminations of commitments from time to time without premium or penalty, subject to customary breakage costs.

As of ~~November~~May 23, ~~2025~~2026, the Company had no borrowings outstanding under this credit facility other than $76.04 million in outstanding letters of credit and guarantee.

Borrowings made under the credit facility bear interest at variable rates based on the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York ("SOFR"), or an alternate base rate, plus applicable margin. The credit agreement contains customary financial, affirmative and negative covenants applicable to the Company and its subsidiaries, including limitations on indebtedness, liens, fundamental changes, dispositions of assets, changes in the nature of business, and restrictions on subsidiary dividends and distributions, as well as financial covenants based on leverage and fixed charge coverage ratios. The Company was in compliance with all such covenants as of ~~November~~May 23, ~~2025~~2026.

China Mainland revolving credit facility

The Company has an uncommitted and unsecured Chinese Yuan-denominated revolving credit facility totaling the equivalent of USD $4243.29 million, which is reviewed annually and provides for short-term borrowing and the issuance of guarantees. As of ~~November~~May 23, ~~2025~~2026, there were no borrowings or guarantees outstanding, letters of credit totaling USD $713.86 million were issued, and the Company was in compliance with all applicable terms of the credit facility.

Note 45. Supply Chain Financing Program

The Company facilitates a voluntary supply chain financing ("SCF") program that allows its suppliers to elect to sell the receivables owed to them by the Company to a third -party financial institution. Participating suppliers negotiate arrangements directly with the financial institution. If a supplier chooses to participate in the SCF program it may request an invoice be paid earlier than it would by the Company, and the financial institution at its sole and absolute discretion, may elect to make an early payment to the supplier at a discount. The Company’'s obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by a supplier's participation in the arrangement and the Company provides no guarantees to any third parties under the SCF program.

As of ~~November~~May 23, ~~2025~~2026 and February 21, ~~2025~~2026, $4639.9 million and $3645.31 million, respectively, were outstanding under the SCF program and presented within accounts payable.

10Note 6. Stock-Based Compensation and Benefit Plans

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Note 5. Stock-Based Compensation and Benefit Plans

Stock-based compensation plans

The Company's eligible employees participate in various stock-based compensation plans, provided directly by the Company.

Stock-based compensation expense charged to income for the plans was $3728.49 million and $7023.50 million for the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026 and ~~2024~~2025, respectively. Total unrecognized compensation cost for all stock-based compensation plans was $~~113~~216.95 million as of ~~November~~May 23, ~~2025~~2026, which is expected to be recognized over a weighted-average period of 2.27 years.

~~A summary of the balances of the Company's stock-based compensation plans as of November 2, 2025, and changes during the first three quarters of 2025, is presented below:~~10

	Stock Options			Performance-Based Restricted Stock Units			Restricted Shares			Restricted Stock Units
	Number	Weighted-Average Exercise Price		Number	Weighted-Average Grant Date Fair Value		Number	Weighted-Average Grant Date Fair Value		Number	Weighted-Average Grant Date Fair Value
	(In thousands, except per share amounts)
Balance as of February 2, 2025	849	$	314.27	177	$	371.83	5	$	317.86	239	$	371.09
Granted	318	275.26		168	304.07		6	252.28		208	266.34
Exercised/released	44	135.53		100	373.03		5	317.86		101	368.24
Forfeited/expired	69	337.83		12	329.43		—	—		30	328.71
Balance as of November 2, 2025	1,054	$	308.47	233	$	324.76	6	$	252.28	316	$	307.12
Exercisable as of November 2, 2025	496	$	294.21

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~~The~~A ~~Company's~~summary ~~performance-based~~of ~~restricted stock units ("PSUs") are awarded to eligible employees and entitle~~ the ~~grantee~~balances ~~to receive a maximum~~ of ~~two~~the ~~shares~~Company's ~~of common~~ stock-based ~~per~~compensation ~~PSU~~plans ifas ~~the~~of ~~Company~~May 3, ~~achieves~~2026, ~~specified performance goals~~ and ~~the~~changes ~~grantee remains employed~~ during the ~~vesting~~first ~~period.~~quarter ~~The fair value~~ of ~~PSUs~~2026, is ~~based~~presented ~~on the closing price of the Company's common stock on the grant date. Expense for PSUs is recognized when it is probable that the performance goal will be achieved.~~below:


	Stock Options			Performance-Based Restricted Stock Units			Restricted Shares			Restricted Stock Units
	Number	Weighted-Average Exercise Price		Number	Weighted-Average Grant Date Fair Value		Number	Weighted-Average Grant Date Fair Value		Number	Weighted-Average Grant Date Fair Value
	(In thousands, except per share amounts)
Balance as of February 1, 2026	1,269	$	287.41	220	$	319.19	6	$	252.28	561	$	257.92
Granted	398	165.57		173	185.84		—	—		313	165.55
Exercised/released	—	—		71	358.82		—	—		108	331.60
Forfeited/expired	104	224.27		29	283.27		—	—		15	238.82
Balance as of May 3, 2026	1,563	$	260.59	293	$	234.60	6	$	252.28	751	$	209.18
Exercisable as of May 3, 2026	563	$	322.62

The Company's performance-based restricted stock units ("PSUs") awarded to eligible employees during the first quarter of 2026 entitle the grantee to receive a maximum of 2.5 shares of common stock per PSU if the Company achieves specified performance goals and the grantee remains employed during the vesting period. These PSU awards also include a market condition based on total shareholder return ("TSR"), which limits the conversion ratio to one share of common stock per PSU if TSR over the performance period is negative. The fair value of these PSUs was determined using a Monte Carlo simulation model. Expense for PSUs is recognized when it is probable that the performance goal will be achieved.

The grant date fair value of stock options is estimated on the date of grant using a Black-Scholes model.

The following are weighted averages of the assumptions that were used:


	First Quarter 2026
	Stock Options		Performance-Based Restricted Stock Units
Expected term	4.25 years		2.85 years
Expected volatility	43.69	%	42.40	%
Risk-free interest rate	3.79	%	3.79	%
Dividend yield	—	%	—	%

The grant date fair value of the restricted shares and restricted stock units is based on the closing price of the Company's common stock on the grant date.

The grant date fair value of each stock option granted is estimated on the date of grant using the Black-Scholes model. The closing price of the Company's common stock on the grant date is used in the model. The assumptions used to calculate the fair value of the options granted are evaluated and revised, as necessary, to reflect market conditions and the Company's historical experience. The expected term of the options is based upon the historical experience of similar awards, giving consideration to expectations of future exercise behavior. Expected volatility is based upon the historical volatility of the Company's common stock for the period corresponding with the expected term of the options. The risk-free interest rate is based on the U.S. Treasury yield curve for the period corresponding with the expected term of the options. The following are weighted averages of the assumptions that were used in calculating the fair value of stock options granted during the first three quarters of 2025:

	First Three Quarters
	2025
Expected term	4.00 years
Expected volatility	38.70	%
Risk-free interest rate	4.00	%
Dividend yield	—	%

Employee share purchase plan

The Company has an Employee Share Purchase Plan ("ESPP"). Contributions are made by eligible employees, subject to certain limits defined in the ESPP, and the Company matches one-third of the contribution. The maximum number of shares authorized to be purchased under the ESPP is 6.0 million shares. All shares purchased under the ESPP are purchased in the open market. During the first quarter of 2026, there were 64.1 thousand shares purchased. As of May 3, 2026, 4.0 million shares remain authorized to be purchased under the ESPP.

Defined contribution pension plans

The Company offers defined contribution pension plans to eligible employees who may elect to defer and contribute a portion of their eligible compensation to a plan up to limits stated in the plan documents, not to exceed the dollar amounts set by applicable laws. The Company matches 50% to 75% of the contribution depending on the participant's length of service, and the Company's contribution is subject to a two-year vesting period. The Company's net expense for the defined contribution plans was $6.8 million and $6.2 million in the first quarter of 2026 and 2025, respectively.

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~~authorized~~Note ~~to be purchased under the ESPP is 6.0 million shares. All shares purchased under the ESPP are purchased in the open market. During the third quarter of 2025, there were 58.~~7 ~~thousand shares purchased~~. AsFair ofValue ~~November 2, 2025, 4.1 million shares remain authorized to be purchased under the ESPP.~~Measurement

Defined contribution pension plans

The Company offers defined contribution pension plans to its eligible employees. Participating employees may elect to defer and contribute a portion of their eligible compensation to a plan up to limits stated in the plan documents, not to exceed the dollar amounts set by applicable laws. The Company matches 50% to 75% of the contribution depending on the participant's length of service, and the contribution is subject to a two-year vesting period. The Company's net expense for the defined contribution plans was $17.8 million and $16.4 million in the first three quarters of 2025 and 2024, respectively.

Note 6. Fair Value Measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are made using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value:

•Level 1 - defined as observable inputs such as quoted prices in active markets;

•Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

•Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Assets and liabilities measured at fair value on a recurring basis

~~The~~ ~~fair value measurement is categorized in its entirety by reference to its lowest level of significant input.~~ As of ~~November~~May 23, ~~2025~~2026 and February 21, ~~2025~~2026, the Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis:

November 2,2025

Level 1

Level 2

Level 3

Balance Sheet Classification

May 3,2026

Level 1

Level 2

Level 3

Balance Sheet Classification

(In thousands)

Money market funds

34292,~~795~~150

—

Cash and cash equivalents

Forward currency contract assets

2118,~~800~~581

—

2118,~~800~~581

—

Prepaid expenses and other current assets

Forward currency contract liabilities

21,~~527~~311

—

21,~~527~~311

—

Other current liabilities

	February 2,2025		Level 1		Level 2		Level 3		Balance Sheet Classification
	February 1,2026		Level 1		Level 2		Level 3		Balance Sheet Classification
	(In thousands)
Money market funds	$	~~240~~354,~~918~~731	$	~~240~~354,~~918~~731	$	—	$	—	Cash and cash equivalents
Term deposits	8		—		8		—		Cash and cash equivalents
Forward currency contract assets	30,996		—		30,996		—		Prepaid expenses and other current assets
Forward currency contract assets	76,848		—		76,848		—		Prepaid expenses and other current assets
Forward currency contract liabilities	36,476		—		36,476		—		Other current liabilities
Forward currency contract liabilities	74,638		—		74,638		—		Other current liabilities

The Company ~~records~~has ~~cash~~short-term, ~~accounts~~highly ~~receivable,~~liquid ~~accounts~~investments ~~payable,~~classified ~~and~~as ~~accrued~~cash ~~liabilities~~equivalents, atwhich ~~cost.~~are ~~The~~invested ~~carrying~~in ~~values~~money ofmarket ~~these~~funds ~~instruments~~and ~~approximate~~short-term ~~their~~deposits ~~fair~~with ~~value~~original ~~due~~maturities toof ~~their~~three ~~short-term~~months ~~maturities~~or less.

~~The~~Assets ~~Company has short-term, highly liquid investments classified as cash equivalents, which are invested in money market funds~~ and ~~short-term~~liabilities ~~deposits~~measured ~~with original maturities of three months or less. The Company records cash equivalents~~ at ~~their~~fair ~~original~~value ~~purchase~~on ~~prices~~a ~~plus~~non-recurring ~~interest that has accrued at the stated rate.~~basis

The ~~fair~~Company ~~values~~has ofalso ~~the~~recorded ~~forward~~lease ~~currency~~termination ~~contract assets and~~ liabilities ~~are~~at ~~determined~~fair ~~using~~value ~~observable~~on ~~Level~~a 2non-recurring ~~inputs~~basis, ~~including~~determined ~~foreign~~using ~~currency~~Level ~~spot~~3 ~~exchange~~inputs ~~rates,~~based ~~forward~~on ~~pricing~~remaining ~~curves,~~lease ~~and~~rentals ~~interest rates. The fair values consider the credit risk of the Company~~ and ~~its~~reduced ~~counterparties.~~by ~~The~~estimated ~~Company's~~sublease ~~Master International Swap Dealers Association, Inc~~income., ~~Agreements~~

12Note 8. Derivative Financial Instruments

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and other similar arrangements allow net settlements under certain conditions. However, the Company records all derivatives on its consolidated balance sheets at fair value and does not offset derivative assets and liabilities.

Note 7. Derivative Financial Instruments

Foreign currency exchange risk

The Company is exposed to risks associated with changes in foreign currency exchange rates and uses derivative financial instruments to manage its exposure to certain of these foreign currency exchange rate risks. The Company does not enter into derivative contracts for speculative or trading purposes.

The Company currently hedges against changes in the Canadian dollar and Chinese Yuan to the U.S. dollar exchange rate and changes in the Euro and Australian dollar to the Canadian dollar exchange rate using forward currency contracts.

Net investment hedges

The Company is exposed to foreign currency exchange gains and losses which arise on translation of its international subsidiaries' balance sheets into U.S. dollars. These gains and losses are recorded as other comprehensive income (loss), net of tax in accumulated other comprehensive income or loss within stockholders' equity.

The Company holds a significant portion of its assets in Canada and enters into forward currency contracts designed to hedge a portion of the foreign currency exposure that arises on translation of a Canadian subsidiary into U.S. dollars. These forward currency contracts are designated as net investment hedges. The Company assesses hedge effectiveness based on changes in forward rates. The Company recorded no ineffectiveness from net investment hedges during the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026.

The Company classifies the cash flows at settlement of its net investment hedges within investing activities in the consolidated statements of cash flows.

Derivatives not designated as hedging instruments

~~The~~During the first quarter of 2026, the Company isentered ~~exposed~~into tocertain ~~gains~~forward ~~and~~currency ~~losses~~contracts ~~arising~~designed ~~from~~to ~~changes~~economically inhedge the foreign currency exchange ~~rates~~revaluation ~~associated~~gains ~~with~~and ~~transactions~~losses ~~which~~that are ~~undertaken~~recognized by its ~~subsidiaries~~Canadian inand ~~currencies~~Chinese ~~other~~subsidiaries ~~than~~on ~~their~~specific ~~functional~~monetary ~~currency.~~assets ~~Such transactions include intercompany transactions~~ and ~~inventory~~liabilities ~~purchases. These~~denominated ~~transactions result~~ in ~~the~~currencies ~~recognition~~other ofthan ~~certain~~the ~~foreign~~functional currency ~~denominated~~of ~~monetary~~the ~~assets~~entity. ~~and~~The ~~liabilities~~Company ~~which~~has ~~are~~not ~~remeasured~~applied tohedge ~~the~~accounting ~~quarter-end~~to orthese ~~settlement~~instruments ~~date~~and ~~foreign~~the ~~currency~~change ~~exchange~~in ~~rate.~~fair ~~The~~value ~~resulting~~of ~~foreign~~these ~~currency~~derivatives ~~gains~~is ~~and losses are~~ recorded inwithin selling, general and administrative expenses.

During the first three quarters of 2025, the Company entered into certain forward currency contracts designed to economically hedge the foreign currency exchange revaluation gains and losses that are recognized by its Canadian and Chinese subsidiaries on specific monetary assets and liabilities denominated in currencies other than the functional currency of the entity. The Company has not applied hedge accounting to these instruments and the change in fair value of these derivatives is recorded within selling, general and administrative expenses.12

The Company classifies the cash flows at settlement of its forward currency contracts which are not designated in hedging relationships within operating activities in the consolidated statements of cash flows.

Quantitative disclosures about derivative financial instruments

The Company presents its derivative assets and derivative liabilities at their gross fair values within prepaid expenses and other current assets and other current liabilities on the consolidated balance sheets. However, the Company's Master International Swap Dealers Association, Inc., Agreements and other similar arrangements allow net settlements under certain conditions. As of November 2, 2025, there were derivative assets of $21.8 million and derivative liabilities of $21.5 million subject to enforceable netting arrangements.

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Quantitative disclosures about derivative financial instruments

The notional amounts and fair values of forward currency contracts were as follows:

November 2, 2025

February 2, 2025

May 3, 2026

February 1, 2026

Gross Notional

Assets

Liabilities

Gross Notional

Assets

Liabilities

(In thousands)

Derivatives designated as net investment hedges:

Forward currency contracts

1,~~314~~282,000

~~21,350~~—

—19,265

1,~~969~~548,000

~~74,908~~—

—32,510

Derivatives not designated in a hedging relationship:

Forward currency contracts

1,~~555~~559,~~024~~294

~~450~~18,581

212,~~527~~046

21,~~167~~832,~~657~~471

130,~~940~~996

743,~~638~~966

Net derivatives recognized on consolidated balance sheets:

Forward currency contracts

2118,~~800~~581

21,~~527~~311

7630,~~848~~996

7436,~~638~~476

~~The~~As ~~forward~~of ~~currency~~May 3, ~~contracts~~2026, ~~designated~~there aswere ~~net~~derivative ~~investment~~assets ~~hedges outstanding as~~ of ~~November 2,~~$18.6 ~~2025~~million ~~mature~~and onderivative ~~different~~liabilities ~~dates~~of ~~between~~$21.3 ~~November~~million ~~2025~~subject ~~and~~to ~~March~~enforceable ~~2026.~~netting arrangements.

The forward currency contracts ~~not~~ designated inas anet ~~hedging~~investment ~~relationship~~hedges outstanding as of ~~November~~May 23, ~~2025~~2026 mature on different dates between ~~November~~May ~~2025~~2026 and ~~March~~August 2026.

The forward currency contracts not designated in a hedging relationship outstanding as of May 3, 2026 mature on different dates between May 2026 and August 2026.

The pre-tax gains and losses on foreign currency exchange forward contracts recorded in accumulated other comprehensive income or loss were as follows:

	Third Quarter				First Three Quarters
	First Quarter
	2025		2024		2025		2024
	2026		2025
	(In thousands)
Gains (losses) recognized in net investment hedge gains (losses):
Derivatives designated as net investment hedges	$	221,~~882~~775	$	16(65,~~538~~223)	$	~~(41,276)~~	$	~~49,250~~

No gains or losses have been reclassified from accumulated other comprehensive income or loss into net income for derivative financial instruments in a net investment hedging relationship, as the Company has not sold or liquidated (or substantially liquidated) its hedged subsidiary.

The pre-tax net foreign currency exchange and derivative gains and losses recorded in the consolidated statement of operations were as follows:

	Third Quarter				First Three Quarters
	First Quarter
	2025		2024		2025		2024
	2026		2025
	(In thousands)
Gains (losses) recognized in selling, general and administrative expenses:
Foreign currency exchange gains (losses)	$	~~16,955~~(399)	$	13(73,~~423~~277)	$	~~(51,042)~~	$	~~44,194~~
Derivatives not designated in a hedging relationship	(257,~~762~~361)		~~(20~~63,~~260)~~068		~~33,469~~		~~(49,298)~~
Net foreign currency exchange and derivative gains (losses)	$	(8,807)	$	(6,837)	$	(17,573)	$	(5,104)
Net foreign currency exchange and derivative losses	$	(7,760)	$	(10,209)

~~Credit risk~~13

The Company is exposed to credit-related losses in the event of nonperformance by the counterparties to the forward currency contracts. The credit risk amount is the Company's unrealized gains on its derivative instruments, based on foreign currency rates at the time of nonperformance.

The Company's forward currency contracts are generally entered into with what the Company believes are investment grade credit worthy and reputable financial institutions that are monitored by the Company for counterparty risk.

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~~The Company's derivative contracts contain certain credit risk-related contingent features~~Note 9. Earnings ~~Under~~Per certain circumstances, including an event of default, bankruptcy, termination, and cross default under the Company's revolving credit facility, the Company may be required to make immediate payment for outstanding liabilities under its derivative contracts.Share

Note 8. Earnings Per Share

The details of the computation of basic and diluted earnings per share are as follows:

	Third Quarter				First Three Quarters
	First Quarter
	2025		2024		2025		2024
	2026		2025
	(In thousands, except per share amounts)
Net income	$	~~306~~195,~~835~~048	$	~~351~~314,~~870~~572	$	~~992,312~~	$	~~1,066,213~~
Basic weighted-average number of shares outstanding	$	~~118~~115,~~535~~414	$	~~122~~120,~~697~~632	$	~~119,589~~	$	~~124,471~~
Assumed conversion of dilutive stock options and awards	1768		~~106~~211		~~103~~		~~197~~
Diluted weighted-average number of shares outstanding	~~118~~115,~~552~~482		~~122~~120,~~803~~843		~~119,692~~		~~124,668~~
Basic earnings per share	$	21.5969	$	2.8761	$	~~8.30~~	$	~~8.57~~
Diluted earnings per share	$	21.5969	$	2.8760	$	~~8.29~~	$	~~8.55~~

The Company's calculation of weighted-average shares includes the common stock of the Company as well as the exchangeable shares. Exchangeable shares are the economic equivalent of common shares in all material respects. All classes of stock have, in effect, the same economic rights and share equally in undistributed net income. For the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026 and ~~2024~~2025, 0.13 million and 0.12 million stock options and awards, respectively, were anti-dilutive to earnings per share and therefore have been excluded from the computation of diluted earnings per share.

OnThe ~~March 23, 2022, the~~ Company's board of directors approved a stock repurchase program authorizing up to $4.0 billion in aggregate, including $1.0 billion ofinitially ~~common~~authorized on November 29, 2023, and additional $1.0 billion increases on May 29, 2024, December 3, 2024, and December 3, 2025. This program does not have an expiration date or require a minimum number of shares to be repurchased. Repurchases may be made on the open market at prevailing prices or through privately negotiated transactions, ~~which~~including ~~was~~under ~~fully~~plans ~~utilized~~pursuant ~~during~~to Rule 10b5-1 and Rule 10b-18 of the ~~first~~Securities ~~quarter~~Exchange Act of ~~2024~~1934. The timing and amount of repurchases will depend on market conditions, trading eligibility, and other factors. As of May 3, 2026, the remaining authorized amount available under the program, excluding commissions and excise taxes, was $1.0 billion.

~~Subsequently,~~During the ~~board~~first quarter of ~~directors~~2026 ~~approved~~and ~~a new repurchase program authorizing up to $3.0 billion in aggregate~~2025, ~~including $1~~2.02 ~~billion~~million ~~initially authorized on November 29, 2023,~~ and ~~additional $~~1.04 ~~billion~~million ~~increases on May 29~~shares, ~~2024 and December 3~~respectively, ~~2024.~~were ~~This program does not have an expiration date or require a minimum number of shares to be~~ repurchased. ~~Repurchases~~under ~~may be made on~~ the ~~open~~programs ~~market~~ at ~~prevailing~~a ~~prices~~total orcost ~~through privately negotiated transactions,~~ including ~~under~~commissions ~~plans pursuant to Rule 10b5-1~~ and ~~Rule~~excise ~~10b-18~~taxes of ~~the Securities Exchange Act of 1934~~$361.8 ~~The~~million ~~timing~~ and ~~amount of repurchases will depend on market conditions, trading eligibility, and other factors~~$434.4 ~~As of November 2~~million, ~~2025, the remaining authorized amount available under the program, excluding commissions and excise taxes, was $0~~respectively.7 ~~billion.~~

~~During~~Subsequent ~~the~~to ~~first~~May 3, ~~three~~2026, ~~quarters~~and ofup ~~2025~~to ~~and~~May 29, ~~2024~~2026, 30.59 million ~~and 4.2 million~~ shares, ~~respectively,~~ were repurchased at a total cost including commissions and excise taxes of $~~906~~111.60 million ~~and $1~~.3 ~~billion, respectively.~~

~~Subsequent to November~~Note ~~2, 2025, and up to December~~10. 5,Supplementary ~~2025,~~Financial ~~0.6 million shares were repurchased at a total cost including commissions and excise taxes of $103.9 million.~~ Information

Note 9. Supplementary Financial Information

A summary of certain consolidated balance sheet accounts is as follows:

	November 2,2025		February 2,2025
	May 3,2026		February 1,2026
	(In thousands)
Inventories:
Inventories, at cost	$	21,~~105~~782,~~155~~044	$	1,~~526~~789,~~055~~576
Inventory provisions and reserves	(~~107~~94,~~311~~956)		(8388,~~974~~823)
	$	1,~~997~~687,~~844~~088	$	1,~~442~~700,~~081~~753
Prepaid expenses and other current assets:
Prepaid expenses	$	157,149	$	144,744
Forward currency contract assets	18,581		30,996
Other current assets	29,888		35,880
	$	205,618	$	211,620

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	May 3, 2026		February 1, 2026
	(In thousands)
Property and equipment, net:
Land	$	79,527	$	79,390
Buildings	28,848		28,816
Leasehold improvements	1,575,408		1,400,487
Furniture and fixtures	209,784		203,882
Computer hardware	231,221		224,169
Computer software	1,651,715		1,519,840
Equipment and vehicles	67,262		61,760
Work in progress	160,600		378,226
Property and equipment, gross	4,004,365		3,896,570
Accumulated depreciation	(1,958,646)		(1,862,850)
	$	2,045,719	$	2,033,720
Other non-current assets:
Cloud computing arrangement implementation costs	$	206,233	$	192,031
Security deposits	61,317		61,117
Other	60,758		61,762
	$	328,308	$	314,910
Accrued liabilities and other:
Accrued operating expenses	$	179,750	$	167,052
Accrued duty	64,148		99,353
Accrued digital marketing	22,940		71,240
Sales return allowances	60,442		70,611
Accrued credit card affiliate liabilities	98,006		64,837
Forward currency contract liabilities	21,311		36,476
Accrued capital expenditures	29,292		34,860
Accrued freight	34,532		34,455
Sales tax collected	24,652		25,353
Accrued rent	16,968		20,691
Other	34,276		38,054
	$	586,317	$	662,982

Note 11. Segmented Information

The Company reports three segments: Americas, China Mainland, and Rest of World, which is comprised of its non-significant operating segments APAC and EMEA reported on a combined basis.

The Company's segments are based on the financial information the Chief Operating Decision Maker ("CODM") uses to evaluate performance and allocate resources. During 2025, the Company's then-chief executive officer ("CEO"), served as CODM. Effective January 31, 2026, the former CEO stepped down, and the Company's chief financial officer and its president and chief commercial officer were appointed as interim co-CEOs and together perform the CODM function during the interim period. On April 21, 2026, the Company entered into an employment agreement to appoint a new CEO effective September 8, 2026. The CODM approves the annual budget on a segment level, and regularly assesses the performance of the Company's segments using key financial metrics, including net revenue and segmented income from operations. The Company does not report capital expenditures and assets by segment as that information is not reviewed by the CODM.

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	November 2,2025		February 2,2025
	(In thousands)
Prepaid expenses and other current assets:
Prepaid expenses	$	155,207	$	147,680
Forward currency contract assets	21,800		76,848
Other current assets	32,341		26,931
	$	209,348	$	251,459
Property and equipment, net:
Land	$	77,202	$	74,461
Buildings	28,301		27,655
Leasehold improvements	1,331,212		1,227,247
Furniture and fixtures	194,570		177,651
Computer hardware	215,891		202,479
Computer software	1,463,531		1,274,322
Equipment and vehicles	58,895		51,453
Work in progress	321,898		206,398
Property and equipment, gross	3,691,500		3,241,666
Accumulated depreciation	(1,739,488)		(1,461,049)
	$	1,952,012	$	1,780,617
Other non-current assets:
Cloud computing arrangement implementation costs	$	182,687	$	161,759
Security deposits	55,660		44,076
Other	36,216		32,006
	$	274,563	$	237,841
Accrued liabilities and other:
Accrued operating expenses	$	209,334	$	166,745
Forward currency contract liabilities	21,527		74,638
Sales return allowances	72,057		73,892
Accrued freight	38,129		53,121
Accrued duty	126,189		45,400
Accrued digital marketing	29,721		45,392
Accrued capital expenditures	28,732		36,690
Accrued rent	22,333		17,962
Sales tax collected	31,921		16,967
Other	41,212		28,656
	$	621,155	$	559,463

The following outlines segmented information:

Note 10. Segmented Information


	First Quarter 2026
	Americas		China Mainland		Rest of World		Total Segments		Corporate(1)		Total
	(In thousands)
Net revenue	$	1,621,210	$	478,395	$	371,998	$	2,471,603	$	—	$	2,471,603
Product costs(2)	545,559		100,558		100,328		746,445		—		746,445
Other cost of sales(2)	183,972		63,556		72,009		319,537		66,803		386,340
Selling, general and administrative expenses	483,199		111,212		130,238		724,649		335,339		1,059,988
Amortization of intangible assets	—		—		—		—		1,884		1,884
Income from operations	$	408,480	$	203,069	$	69,423	$	680,972	$	(404,026)	$	276,946
Other income (expense), net											9,131
Income before income tax expense											$	286,077

Supplemental information:
Depreciation and amortization(3)	$	62,254	$	11,990	$	10,538	$	84,782	$	50,553	$	135,335

The Company's segments are based on the financial information the Chief Operating Decision Maker ("CODM"), who is the Chief Executive Officer, uses to evaluate performance and allocate resources. The CODM approves the annual budget on a segment level, and regularly assesses the performance of the Company's segments using key financial metrics, including net revenue and segmented income from operations.


	First Quarter 2025
	Americas		China Mainland		Rest of World		Total Segments		Corporate(1)		Total
	(In thousands)
Net revenue	$	1,674,558	$	368,101	$	328,001	$	2,370,660	$	—	$	2,370,660
Product costs(2)	480,820		81,815		90,264		652,899		—		652,899
Other cost of sales(2)	156,647		50,273		58,471		265,391		69,244		334,635
Selling, general and administrative expenses	447,760		82,378		106,410		636,548		306,323		942,871
Amortization of intangible assets	—		—		—		—		1,630		1,630
Income from operations	$	589,331	$	153,635	$	72,856	$	815,822	$	(377,197)	$	438,625
Other income (expense), net											11,786
Income before income tax expense											$	450,411

Supplemental information:
Depreciation and amortization(3)	$	51,441	$	8,576	$	8,712	$	68,729	$	45,800	$	114,529

The Company reports three segments: Americas, China Mainland, and Rest of World, which is comprised of its non-significant operating segments APAC and EMEA reported on a combined basis. The Company does not report capital expenditures and assets by segment as that information is not reviewed by the CODM.

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	Third Quarter 2025
	Americas		China Mainland		Rest of World		Total Segments		Corporate(1)		Total
	(In thousands)
Net revenue	$	1,733,382	$	465,362	$	367,176	$	2,565,920	$	—	$	2,565,920
Product costs(2)	583,551		110,484		100,579		794,614		—		794,614
Other cost of sales(2)	167,970		55,702		65,916		289,588		55,802		345,390
Selling, general and administrative expenses	464,373		126,160		115,724		706,257		281,997		988,254
Amortization of intangible assets	—		—		—		—		1,776		1,776
Income from operations	$	517,488	$	173,016	$	84,957	$	775,461	$	(339,575)	$	435,886
Other income (expense), net											5,854
Income before income tax expense											$	441,740
Supplemental information:
Depreciation and amortization(3)	$	58,035	$	9,573	$	9,418	$	77,026	$	50,433	$	127,459

	Third Quarter 2024
	Americas		China Mainland		Rest of World		Total Segments		Corporate(1)		Total
	(In thousands)
Net revenue	$	1,770,382	$	318,338	$	307,940	$	2,396,660	$	—	$	2,396,660
Product costs(2)	518,202		73,164		80,881		672,247		—		672,247
Other cost of sales(2)	159,259		48,555		57,105		264,919		57,888		322,807
Selling, general and administrative expenses	437,982		86,019		101,192		625,193		284,634		909,827
Amortization of intangible assets	—		—		—		—		1,118		1,118
Income from operations	$	654,939	$	110,600	$	68,762	$	834,301	$	(343,640)	$	490,661
Other income (expense), net											13,743
Income before income tax expense											$	504,404
Supplemental information:
Depreciation and amortization(3)	$	51,726	$	8,136	$	8,151	$	68,013	$	45,586	$	113,599

	First Three Quarters 2025
	Americas		China Mainland		Rest of World		Total Segments		Corporate(1)		Total
	(In thousands)
Net revenue	$	5,166,157	$	1,226,361	$	1,069,281	$	7,461,799	$	—	$	7,461,799
Product costs(2)	1,579,844		284,518		299,292		2,163,654		—		2,163,654
Other cost of sales(2)	483,007		157,114		187,587		827,708		184,193		1,011,901
Selling, general and administrative expenses	1,377,093		305,588		343,346		2,026,027		856,756		2,882,783
Amortization of intangible assets	—		—		—		—		5,136		5,136
Income from operations	$	1,726,213	$	479,141	$	239,056	$	2,444,410	$	(1,046,085)	$	1,398,325
Other income (expense), net											27,377
Income before income tax expense											$	1,425,702
Supplemental information:
Depreciation and amortization(3)	$	163,975	$	27,020	$	26,704	$	217,699	$	144,004	$	361,703

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	First Three Quarters 2024
	Americas		China Mainland		Rest of World		Total Segments		Corporate(1)		Total
	(In thousands)
Net revenue	$	5,134,079	$	936,313	$	906,237	$	6,976,629	$	—	$	6,976,629
Product costs(2)	1,494,392		213,386		251,815		1,959,593		—		1,959,593
Other cost of sales(2)	456,894		142,147		156,738		755,779		172,398		928,177
Selling, general and administrative expenses	1,293,587		231,317		288,241		1,813,145		811,067		2,624,212
Amortization of intangible assets	—		—		—		—		1,118		1,118
Income from operations	$	1,889,206	$	349,463	$	209,443	$	2,448,112	$	(984,583)	$	1,463,529
Other income (expense), net											55,020
Income before income tax expense											$	1,518,549
Supplemental information:
Depreciation and amortization(3)	$	143,876	$	23,923	$	22,064	$	189,863	$	123,068	$	312,931

__________

(1)Corporate includes centrally managed support functions including product design, raw material development, product innovation, sourcing, supply chain, and global merchandising which are included in other cost of sales. Administrative corporate expenses include technology, brand and marketing, finance, human resources, legal, and other head office costs.

(2)Cost of goods sold is made up of product costs and other cost of sales. Product costs include the cost of purchased merchandise, costs incurred to deliver inventory to the Company's distribution centers, shrink and inventory provision expenses, the cost of digital content subscription services, hemming costs and ~~hemming~~other product alteration costs, and product-related royalties paid to third parties. Other cost of sales includes occupancy and depreciation expense for company-operated stores, distribution center costs, and product department costs.

(3)The amounts of depreciation and amortization disclosed by reportable segment are included within other cost of sales and selling, general and administrative expenses.

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Note 11. Disaggregated Net Revenue

In addition to the disaggregation of net revenue by reportable segment in Note 10. Segmented Information, the following table disaggregates the Company's net revenue by geographic area.

Prior to the acquisition of the Mexico operations on September 10, 2024, wholesale sales to the third party under the license and supply arrangement by lululemon athletica canada inc. were disclosed as net revenue recognized within Canada.

	Third Quarter				First Three Quarters
	2025		2024		2025		2024
	(In thousands)
United States	$	1,380,973	$	1,424,234	$	4,158,499	$	4,186,614
Canada	331,596		335,484		945,709		936,801
Mexico	20,813		10,664		61,949		10,664
Americas	1,733,382		1,770,382		5,166,157		5,134,079
China Mainland	465,362		318,338		1,226,361		936,313
Hong Kong SAR, Taiwan, and Macau SAR	46,463		41,050		138,201		125,349
People's Republic of China	511,825		359,388		1,364,562		1,061,662
Other geographic areas	320,713		266,890		931,080		780,888
	$	2,565,920	$	2,396,660	$	7,461,799	$	6,976,629

The following table disaggregates the Company's net revenue by category. Accessories and other categories is primarily composed of accessories, footwear, and lululemon Studio.

	Third Quarter				First Three Quarters
	2025		2024		2025		2024
	(In thousands)
Women's apparel	$	1,644,952	$	1,555,686	$	4,727,445	$	4,467,048
Men's apparel	596,241		551,430		1,765,627		1,644,653
Accessories and other categories	324,727		289,544		968,727		864,928
	$	2,565,920	$	2,396,660	$	7,461,799	$	6,976,629

The following table disaggregates the Company's net revenue by channel.

	Third Quarter				First Three Quarters
	2025		2024		2025		2024
	(In thousands)
Company-operated stores	$	1,206,558	$	1,210,523	$	3,614,617	$	3,496,661
E-commerce	1,066,750		944,777		3,020,733		2,761,201
Other channels	292,612		241,360		826,449		718,767
	$	2,565,920	$	2,396,660	$	7,461,799	$	6,976,629

Note 12. Legal Proceedings and Other Contingencies

InLegal ~~addition to the legal~~ proceedings described below, the Company is, from time to time, involved in routine legal matters, and audits and inspections by governmental agencies and other third parties which are incidental to the conduct of its business. This includes legal matters such as initiation and defense of proceedings to protect intellectual property rights, employment claims, product liability claims, personal injury claims, and similar matters. The Company believes the ultimate resolution of any such legal proceedings, audits, and inspections is not reasonably likely to have a material adverse effect on its consolidated balance sheets, results of operations or cash flows; however litigation and regulatory matters are inherently uncertain, and it is possible that an adverse outcome in one or more matters could have a material impact in a particular reporting period. The Company has recognized immaterial provisions related to the expected outcome of legal proceedings.

19In addition to the legal proceedings described below, the Company is, from time to time, involved in routine legal matters, and audits and inspections by governmental agencies and other third parties which are incidental to the conduct of its business. This includes legal matters such as initiation and defense of proceedings to protect intellectual property rights, employment claims, product liability claims, personal injury claims, and similar matters. The Company believes the ultimate resolution of any such legal proceedings, audits, and inspections is not reasonably likely to have a material adverse effect on its consolidated balance sheets, results of operations or cash flows; however, litigation and regulatory matters are inherently

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~~On August 8~~uncertain, ~~2024, lululemon athletica inc.~~ and ~~certain~~it ~~officers~~is ofpossible ~~the~~that ~~Company~~an ~~were~~adverse ~~named~~outcome ~~as defendants~~ in aone ~~purported~~or ~~securities~~more ~~class~~matters ~~action~~could ~~(Patel~~have v.a ~~Lululemon~~material ~~Athletica~~impact ~~Inc., et al., No. 1:24-cv-06033)~~ in ~~the United States District Court for the Southern District of New York. On March 10, 2025, plaintiffs filed an amended complaint, asserting claims under Sections 10(b) and 20(~~a) ofparticular ~~the~~reporting ~~Securities Exchange Act of 1934 based on allegedly false and misleading public statements and omissions by defendants during the~~ period ~~December 8, 2023 to July 24, 2024 relating to lululemon's business, product offerings, and inventory allocation that plaintiffs allege artificially inflated the Company’s stock price~~. The ~~amended~~Company ~~complaint~~has ~~currently~~recognized ~~seeks~~immaterial ~~unspecified~~provisions ~~monetary~~related ~~damages. On May 19, 2025, defendants moved~~ to ~~dismiss~~ the ~~amended~~expected ~~complaint.~~outcome ~~The~~of ~~Company~~legal ~~intends to defend the action vigorously~~proceedings.

~~Since~~On ~~November~~August 48, 2024, ~~six~~lululemon ~~stockholder~~athletica ~~derivative~~inc. ~~complaints~~and ~~have~~certain ~~been~~officers ~~filed~~of in the ~~United~~Company ~~States~~were ~~Court~~named ~~for~~as ~~the~~defendants ~~Southern~~in ~~District~~a ofpurported ~~New~~securities ~~York:~~class ~~Bhavsar~~action v.(Patel ~~McDonald et al., No. 1:24-cv-08405; Muszynski~~ v. ~~McDonald~~Lululemon etAthletica alInc., ~~No. 1:24-cv-08507; Holtz v. McDonald~~ et al., No. 1:24-cv-~~08572; Wong v. McDonald et al., No. 1:24-cv-08752; Kanaly v. McDonald et al., No. 1:24-cv-08839; and Wasserman v. McDonald et al., No. 1:25-cv-02793 (collectively, the "Derivative Actions."~~06033). ~~The complaints~~ in the ~~Derivative~~United ~~Actions~~States ~~are~~District ~~generally~~Court ~~based~~for on the ~~same~~Southern ~~allegations~~District ~~alleged in the securities action complaint and assert claims against certain~~ of ~~the~~New ~~Company’s~~York. ~~current~~On ~~and~~March ~~former directors and officers for~~10, ~~among other things~~2025, ~~alleged~~plaintiffs ~~breaches~~filed ofan ~~fiduciary~~amended ~~duty~~complaint, ~~and~~asserting ~~violations~~claims ofunder Sections 10(b), ~~14(a),~~ and 20(a) of the Securities Exchange Act. ~~Certain~~ of ~~the~~1934 ~~Derivative Actions also assert claims~~ based on ~~alleged~~allegedly false and misleading public statements and omissions by defendants during the period ~~October~~December 288, ~~2020~~2023 to ~~April~~July 2524, 2024 relating to ~~the Company’~~lululemon's ~~"IDEA" program. The complaints seek~~business, ~~among~~product ~~other things~~offerings, ~~monetary~~and ~~damages~~inventory ~~and~~allocation ~~equitable~~that ~~relief~~plaintiffs onallege ~~behalf~~artificially ofinflated the Company,’s asstock ~~well~~price. asThe anamended ~~award~~complaint ofcurrently ~~attorneys’~~seeks ~~fees~~unspecified ~~and~~monetary ~~costs~~damages. On May 1519, 2025, ~~plaintiff~~defendants inmoved ~~Bhavsar~~to v.dismiss ~~McDonald et al. voluntarily dismissed~~ the ~~complaint~~amended ~~and that action has been terminated~~complaint. On ~~August~~March 131, ~~2025~~2026, the ~~Derivative~~court ~~Actions~~granted ~~were~~in ~~consolidated~~part ~~for~~and ~~all~~denied ~~purposes~~in ~~under~~part ~~the~~defendants’ ~~caption~~motion Into redismiss ~~lululemon~~the ~~athletica~~amended ~~inc~~complaint. ~~Stockholder Derivative Litigation, Master File No. 1:24-cv-08507.~~ The ~~Derivative~~Company ~~Actions~~intends ~~are stayed pending a ruling on the motion~~ to ~~dismiss~~defend the ~~securities class~~ action vigorously.

~~Note~~Since 13November 4, 2024, six stockholder derivative complaints have been filed in the United States Court for the Southern District of New York: Bhavsar v. ~~Subsequent~~McDonald ~~Events~~et al., No. 1:24-cv-08405; Muszynski v. McDonald et al., No. 1:24-cv-08507; Holtz v. McDonald et al., No. 1:24-cv-08572; Wong v. McDonald et al., No. 1:24-cv-08752; Kanaly v. McDonald et al., No. 1:24-cv-08839; and Wasserman v. McDonald et al., No. 1:25-cv-02793 (collectively, the "Derivative Actions."). The complaints in the Derivative Actions are generally based on the same allegations alleged in the securities action complaint and assert claims against certain of the Company’s current and former directors and officers for, among other things, alleged breaches of fiduciary duty and violations of Sections 10(b), 14(a), and 20(a) of the Exchange Act. Certain of the Derivative Actions also assert claims based on alleged false and misleading statements during the period October 28, 2020 to April 25, 2024 relating to the Company’s "IDEA" program. The complaints seek, among other things, monetary damages and equitable relief on behalf of the Company, as well as an award of attorneys’ fees and costs. On May 15, 2025, plaintiff in Bhavsar v. McDonald et al. voluntarily dismissed the complaint and that action has been terminated. On August 1, 2025, the Derivative Actions were consolidated for all purposes under the caption In re lululemon athletica inc. Stockholder Derivative Litigation, Master File No. 1:24-cv-08507. Subject to the terms of the parties' stipulation, which the Court "so ordered" on May 18, 2026, the Derivative Actions are stayed pending resolution of the securities class action.

Subsequent to November 2, 2025, on December 11, 2025, the board of directors of lululemon and Calvin McDonald mutually agreed that Mr. McDonald will step down from his position as Chief Executive Officer, effective January 31, 2026. To support an orderly transition of his responsibilities, Mr. McDonald will continue with lululemon in a senior advisor capacity through March 31, 2026. Mr. McDonald is also stepping down as a member of lululemon's board of directors, effective January 31, 2026.Tariffs

InOn ~~connection~~February ~~with~~20, ~~these changes~~2026, the ~~board~~U.S. ofSupreme ~~directors~~Court ~~appointed~~invalidated ~~Marti~~tariffs ~~Morfitt,~~imposed ~~currently~~under ~~serving~~the asInternational ~~chair~~Emergency ofEconomic Power Act (the ~~board~~"IEEPA"). ofImmediately ~~directors~~following this IEEPA decision, tothe ~~serve~~U.S. asAdministration ~~executive~~initiated ~~chair,~~new ~~effective~~tariffs ~~immediately~~at different rates under alternative legislative powers. The ~~board~~U.S. Administration also confirmed that the IEEPA decision does not impact the removal of ~~directors~~the ~~also~~de ~~appointed~~minimis ~~Meghan~~exemption. ~~Frank,~~The ~~lululemon's~~Company ~~chief~~has ~~financial~~commenced ~~officer,~~submitting ~~and~~refund ~~Andre~~claims ~~Maestrini~~for eligible IEEPA tariffs paid, ~~lululemon's~~including ~~president~~associated ~~and~~interest. ~~chief~~The ~~commercial~~ultimate ~~officer,~~amounts tothat ~~serve~~it asmay ~~interim~~recover ~~co-Chief~~remain ~~Executive~~uncertain ~~Officers,~~and ~~effective~~as ~~January~~of 31May 3, 2026, ~~while~~it ~~lululemon~~has ~~conducts~~not arecognized ~~search~~an ~~for~~asset ain ~~permanent~~relation ~~CEO.~~to IEEPA refund claims.

On March 27, 2026, lululemon usa inc. was named as a defendant in a purported consumer class action (Neuman v. Lululemon USA Inc., No. 2:26-cv-11029) in the United States District Court for the Eastern District of Michigan, asserting equitable claims relating to alleged tariff-related pricing actions and potential governmental tariff reimbursements. The complaint seeks unspecified damages or restitution for the alleged tariff-cost component of prices charged and other relief. The Company intends to defend the matter vigorously.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the unaudited interim consolidated financial statements and related notes in Item 1 of this Quarterly Report on Form 10-Q, as well as the audited consolidated financial statements and MD&A in our Annual Report on Form 10-K for fiscal ~~2024~~2025.

This Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our financial condition, results of operations, business strategies, growth opportunities, market trends, and future performance. Forward-looking statements can often be identified by words such as "may," "will," "expects," "plans," "anticipates," "believes," "estimates," "intends," and similar expressions.

These forward-looking statements are based on our current expectations and assumptions, are subject to risks and uncertainties, and may differ materially from actual results due to various factors, including those described under "Risk Factors" and elsewhere in this report. We undertake no obligation to update any forward-looking statements, except as required by applicable law.

Our fiscal year ends on the Sunday closest to January 31 of the following year, typically resulting in a 52-week year, but occasionally giving rise to an additional week, resulting in a 53-week year. Fiscal 2025 will end on February 1, 2026 and will be a 52-week year. Fiscal 2024 was a 53-week year and ended on February 2, 2025. Fiscal 2025 and fiscal 2024 are referred to as "2025," and "2024," respectively. The first three quarters of 2025 and 2024 ended on November 2, 2025 and October 27, 2024, respectively. 17

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Our fiscal year ends on the Sunday closest to January 31 of the following year, typically resulting in a 52-week year, but occasionally giving rise to an additional week, resulting in a 53-week year. Fiscal 2026 will end on January 31, 2027 and will be a 52-week year. Fiscal 2025 was a 52-week year and ended on February 1, 2026. Fiscal 2026 and fiscal 2025 are referred to as "2026," and "2025," respectively. The first quarter of 2026 and 2025 ended on May 3, 2026 and May 4, 2025, respectively.

Components of this MD&A include:

•Overview

•Financial Highlights and Market Conditions and Trends

•Quarter-to-Date Results of Operations

•Year-to-Date Results of Operations

•Comparable Sales

•Non-GAAP Financial Measures

•Seasonality

•Liquidity and Capital Resources

•Critical Accounting Policies and Estimates

•Operating Locations

We use comparable sales as a metric to evaluate the performance of our business. Due to the 53rd week in 2024, comparable sales are calculated on a one-week shifted basis such that the 13 or 39 weeks ended November 2, 2025 is compared to the 13 or 39 weeks ended November 3, 2024 rather than October 27, 2024. Refer to the Comparable Sales section of this MD&A for further information.

We provide constant dollar changes, which is a non-GAAP financial measure, as supplemental information to help investors understand the underlying growth rate of net revenue excluding the impact of changes in foreign currency exchange rates. Refer to the Non-GAAP Financial Measures section of this MD&A for reconciliations between the non-GAAP financial measures and the most directly comparable measures calculated in accordance with GAAP.

We disclose material non-public information through one or more of the following channels: our investor relations website (http://corporate.lululemon.com/investors), the social media channels identified on our investor relations website, press releases, SEC filings, public conference calls, and webcasts. Information contained on or accessible through our websites is not incorporated into, and does not form a part of, this ~~Quarterly~~quarterly ~~Report~~report or any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

Overview

lululemon athletica inc. is principally a designer, distributor, and retailer of technical athletic apparel, footwear, and accessories. WeOur ~~have a~~ vision is to create transformative products and experiences that build meaningful connections, unlocking greater possibility and wellbeing for all. Since our inception, we have fostered a distinctive corporate culture; we promote a set of core values in our business which include taking personal responsibility, acting with courage, valuing connection and inclusion, and choosing to have fun. These core values attract passionate and motivated employees who are driven to achieve personal and professional goals, and share our purpose "to elevate human potential by helping people feel their best."

We offer a comprehensive line of technical athletic apparel, footwear, and accessories marketed under the lululemon brand. ~~Our~~which ~~apparel assortment~~ includes items such as pants, shorts, tops, and jackets designed for a healthy lifestyle including athletic activities such as yoga, running, training, and most other activities. We also offer apparel designed for being on the move and fitness-inspired accessories. We expect to continue to broaden our merchandise offerings through expansion across these product areas.:

•Pants, shorts, tops, and jackets designed for a healthy lifestyle including athletic activities such as yoga, running, training, and most other activities;

•Apparel designed for being on the move; and

•Fitness-inspired accessories.

Financial Highlights

The summary below compares the ~~third~~first quarter of ~~2025~~2026 to the ~~third~~first quarter of ~~2024~~2025:

•Net revenue increased 74% to $2.65 billion. On a constant dollar basis, net revenue increased 2%.

•Comparable sales increased 1%, or decreased 2% on a constant dollar basis.

–Americas comparable sales decreased 5%, or 6% on a constant dollar basis.

–China Mainland comparable sales increased 2420%, or 2513% on a constant dollar basis.

–Rest of World comparable sales increased 95%, or 1% on a constant dollar basis.

~~•Gross profit increased 2% to $1.4 billion.~~ 18

•Gross margin decreased 290 basis points to 55.6%.

•Income from operations decreased 11% to $435.9 million.

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•~~Operating~~Gross ~~margin~~profit decreased ~~350~~3% ~~basis points~~ to 17$1.0%3 billion.

•~~Income~~Gross ~~tax~~margin ~~expense~~ decreased ~~12%~~410 tobasis ~~$134.9~~points ~~million. Our effective tax rate for the third quarter of 2025 was 30.5% compared~~ to 3054.2% ~~for the third quarter of 2024~~.

•~~Diluted~~Income ~~earnings~~from ~~per~~operations ~~share~~decreased ~~were~~37% ~~$2.59 compared~~ to $2276.879 ~~in the third quarter of 2024~~million.

•Operating margin decreased 730 basis points to 11.2%.

•Income tax expense decreased 33% to $91.0 million. Our effective tax rate for the first quarter of 2026 was 31.8% compared to 30.2% for the first quarter of 2025.

•Diluted earnings per share were $1.69 compared to $2.60 in the first quarter of 2025.

Market Conditions and Trends

~~Across~~Net ~~all~~revenue ~~markets,~~in ~~our~~the ~~business~~Americas ~~continues~~decreased to3%, beand ~~negatively~~comparable ~~influenced~~sales byin ~~macroeconomic~~the ~~conditions,~~Americas ~~including~~decreased ~~trade~~5%. ~~policies,~~We ~~shifting~~experienced ~~consumer~~lower ~~demand,~~conversion ~~inflation~~rates, ~~foreign~~reduced ~~currency~~store ~~fluctuations~~traffic, and ~~geopolitical~~a ~~instability~~decrease in average order value in the Americas. ~~These~~We ~~factors~~also ~~have~~experienced ~~had~~a ~~varying~~decrease ~~effects~~in ~~across~~product ~~our~~margin ~~markets~~in ~~and~~the ~~are~~Americas ~~expected~~segment toof ~~continue~~500 tobasis points, primarily reflective of the impact ~~our~~of ~~business~~higher ~~throughout~~tariffs. ~~2025~~We have initiated an action plan to drive sustainable net revenue growth in the Americas, structured around three strategic pillars: product creation, product activation, and ~~beyond~~enterprise enablement. This includes a plan to increase the reliance of full price selling to drive sustainable revenue growth.

~~While~~Net ~~total net~~ revenue ~~increased~~in ~~during~~China ~~the~~Mainland ~~third~~and ~~quarter~~Rest of ~~2025,~~World ~~net~~increased ~~revenue~~30% inand ~~the Americas decreased 2~~13%, respectively, and comparable sales inincreased ~~the~~20% ~~Americas~~and ~~decreased~~ 5%, respectively. We experienced ~~lower~~increased ~~average~~traffic ~~order~~in ~~value,~~these ~~conversion~~markets ~~rates,~~which ~~and~~led ~~store~~to ~~traffic~~higher incomparable ~~the~~sales. ~~Americas,~~We ~~partially~~opened ~~reflective~~19 ofnet ~~economic~~new ~~uncertainty,~~stores ~~lower~~in ~~consumer~~China ~~confidence,~~Mainland ~~changes~~and 13 net new stores in ~~discretionary~~Rest ~~spending,~~of ~~and~~World ~~certain~~which ~~product~~contributed ~~categories~~to ~~experiencing~~the ~~lower~~respective ~~demand~~increases in net revenue.

Across all markets, our business continues to be influenced by macroeconomic conditions, including trade policies, shifting consumer demand and sentiment, foreign currency fluctuations, and geopolitical instability. These factors have had varying effects across our markets and are expected to continue to impact our business throughout the remainder of 2026 and beyond.

Import Tariffs

OnDuring ~~April 2,~~ 2025, the United States ~~announced~~implemented ~~the~~a ~~implementation~~series of atrade-related ~~10%~~policies, ~~baseline~~including ~~tariff~~removing onthe ~~imports~~de ~~from~~minimis ~~nearly~~exemption ~~all~~for ~~countries with higher country~~low-~~specific~~value ~~tariff~~shipments ~~rates~~imported ~~scheduled~~into tothe ~~begin~~United ~~April 9~~States, ~~2025.~~and ~~The~~implementing ~~implementation~~higher ~~of country-specific~~ tariffs ~~was~~under ~~subsequently~~different ~~delayed to allow negotiations. Certain countries~~statutes, including ~~Vietnam,~~under ~~have~~the ~~announced~~International ~~trade~~Emergency ~~deals~~Economic ~~with~~Power ~~the~~Act ~~United~~("IEEPA"). ~~States~~These ~~and~~changes ~~most~~in ~~negotiated~~the tariff ~~rates~~landscape, ~~are~~including ~~higher than~~ the ~~10%~~de ~~baseline~~minimis ~~rate.~~exemption ~~There~~removal, ~~has~~had ~~been~~a significant ~~volatility~~adverse ineffect ~~U.S.~~on ~~tariff~~our ~~and~~business ~~customs policy,~~ and ~~trade~~results ~~negotiations~~of ~~between~~operations ~~the~~in ~~United~~2025, ~~States~~which ~~and~~continues ~~other~~in ~~countries are ongoing~~2026.

~~The~~On ~~United~~February ~~States~~20, ~~also~~2026, ~~approved~~ the ~~One~~U.S. ~~Big~~Supreme ~~Beautiful~~Court ~~Bill~~invalidated ~~Act~~tariffs ~~("OBBBA")~~imposed onunder ~~July~~the 4,IEEPA. ~~2025,~~Immediately ~~which~~following ~~removed~~this IEEPA decision, the deU.S. ~~minimis~~Administration ~~exemption~~initiated ~~for~~new ~~low~~tariffs ~~value~~at ~~shipments~~different ~~imported~~rates ~~into~~under ~~the~~alternative ~~United~~legislative ~~States~~powers. inThe ~~2027~~U.S. OnAdministration ~~July~~also ~~30,~~confirmed ~~2025,~~that the ~~President~~IEEPA decision does not impact the removal of the ~~United~~de ~~States~~minimis ~~issued~~exemption. anWe ~~executive~~paid ~~order~~$230 ~~removing~~million of tariffs under the deIEEPA ~~minimis~~and ~~exemption~~have ~~for~~commenced ~~all~~submitting ~~countries~~refund ~~beginning~~claims ~~August~~for 29eligible IEEPA tariffs paid, ~~2025~~including associated interest. The ultimate amounts that we may recover remain uncertain and as of May 3, 2026, we have not recognized an asset in relation to IEEPA refund claims.

~~These~~There ~~changes~~remains insignificant ~~the~~uncertainty ~~tariff~~regarding ~~landscape, including~~ the deduration ~~minimis removal, have a significant adverse effect on our business~~ and ~~results~~scope of ~~operation.~~newly ~~The~~initiated ~~countries from which we source the majority of our products are now subject to higher~~ tariffs onand ~~imports~~whether ~~into~~ the United States. ~~Further,~~will ~~the~~pursue ~~majority~~additional oftrade our sales to U.S. e-commerce guests are currently fulfilled from distribution centers in Canada, and historically a significant proportion of these orders qualified for the de minimis exemption. The removal of this exemption increases the cost of fulfilling those orders. We are taking steps to mitigate the financial impact which includes vendor negotiations and selective price increases. These actions ~~are~~or ~~not~~impose ~~anticipated~~further ~~to fully offset the effect of higher~~ tariffs ~~and the removal of the de minimis exemption~~, ~~and~~or wecurrently ~~anticipate~~enforced atariffs ~~significant~~may ~~reduction~~be ininvalidated ~~our~~through ~~gross~~legal ~~margin and operating margin~~challenges.

~~The~~Because ~~impact~~this ofis ~~increased~~an ~~tariffs,~~evolving ~~net of mitigating activities~~area, ~~resulted~~future indevelopments amay ~~reduction~~change toour ~~income~~expectations ~~from operations for the first three quarters of 2025 of approximately $60 million~~materially. WeFor ~~estimate,~~additional ~~based~~information on ~~the~~related ~~information available to us today~~risks, ~~that~~please ~~increased~~see ~~tariffs,~~“Risk ~~and~~Factors” ~~the~~in ~~removal~~this ~~of the de minimis exemption, will reduce income from operations for 2025 by approximately $210 million, net of mitigation efforts~~report.

This estimate is our best current view and may change materially as conditions evolve and new information becomes available. It reflects a number of assumptions including (i) the tariff rates and timing of implementation, (ii) the duration and scope of the de minimis exemption removal, (iii) the potential application of transshipment tariff rules, (iv) our ability to execute vendor savings, and (v) customer demand elasticity and pricing response. Actual results may differ materially from this estimate, whether because these assumptions prove inaccurate or because of subsequent changes in tariff policy, trade negotiations, sourcing conditions, consumer demand for our products, or other factors outside our control.

Because this is an evolving area, future developments may change our expectations materially. For additional information on related risks, please see “Risk Factors” in this quarterly report.

Our updated forecasts, inclusive of the trends above, resulted in changes in the probability of achieving performance conditions of performance-based restricted stock units. Therefore, we recognized a reversal of stock-based compensation expense of $26.3 million during the second quarter of 2025.

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Other Factors Affecting Our Business

Foreign currency fluctuations ~~negatively~~positively impacted our financial results during the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026, ~~reducing~~increasing net revenue growth by $1552.42 million compared to the first ~~three~~quarter ~~quarters~~ of ~~2024~~2025. We expect ongoing exchange rate volatility to continue ~~affecting~~to affect our financial results.

The OBBBA includes, among other provisions, the permanent extension of certain provisions of the Tax Cuts and Jobs Act, the reinstatement of 100% bonus depreciation, the immediate expensing of qualifying research and development costs, and modifications to the international tax framework including changes to global intangible low-tax income, the base erosion and anti-abuse tax, and foreign derived intangible income. Based on our current evaluation of the legislation, we do not expect these tax law changes to have a material impact on our consolidated financial statements. We will continue to assess the potential impacts of OBBBA as additional regulatory guidance becomes available.19

Quarter-to-Date Results of Operations: Third Quarter Results

The following table summarizes key components of our results of operations for the periods indicated:

	Third Quarter
	2025		2024		2025		2024
	(In thousands)				(Percentage of net revenue)
Net revenue	$	2,565,920	$	2,396,660	100.0	%	100.0	%
Cost of goods sold	1,140,004		995,054		44.4		41.5
Gross profit	1,425,916		1,401,606		55.6		58.5
Selling, general and administrative expenses	988,254		909,827		38.5		38.0
Amortization of intangible assets	1,776		1,118		0.1		—
Income from operations	435,886		490,661		17.0		20.5
Other income (expense), net	5,854		13,743		0.2		0.6
Income before income tax expense	441,740		504,404		17.2		21.0
Income tax expense	134,905		152,534		5.3		6.4
Net income	$	306,835	$	351,870	12.0	%	14.7	%

Net Revenue

	Third Quarter
	2025		2024		2025		2024		Year over year change
	(In thousands)				(Percentage of net revenue)				(In thousands)		(Percentage)		(Constant dollar change)
Americas	$	1,733,382	$	1,770,382	67.6	%	73.9	%	$	(37,000)	(2)	%	(2)	%
China Mainland	465,362		318,338		18.1		13.3		147,024		46	%	47	%
Rest of World	367,176		307,940		14.3		12.8		59,236		19	%	19	%
Net revenue	$	2,565,920	$	2,396,660	100.0	%	100.0	%	$	169,260	7	%	7	%

The increase in net revenue was primarily due to increased China Mainland and Rest of World net revenue, partially offset by decreased Americas net revenue. Global comparable sales increased 1%, or 2% on a constant dollar basis.

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~~Gross~~Quarter-to-Date ~~Profit~~Results of Operations: First Quarter Results

	Third Quarter
	2025			2024			Year over year change
	(In thousands)						(In thousands)		(Percentage)
Gross profit	$	1,425,916		$	1,401,606		$	24,310	1.7	%
Gross margin	55.6		%	58.5		%	(290) basis points

The decrease in gross margin was primarily due to:

•a net decrease in product margin of 300 basis points, comprised of:

–a net decrease of 290 basis points primarily from higher tariffs as well as markdowns and credit card affiliate programs, partially offset by higher pricing and lower product costs; and

–an unfavorable impact of foreign currency exchange rates of 10 basis points.

•a net decrease in other cost of sales as a percentage of net revenue of 10 basis points, comprised of:

–a decrease in costs related to our product departments of 40 basis points; and

–an increase in occupancy and depreciation costs of 30 basis points.

Selling, General and Administrative Expenses

	Third Quarter
	2025			2024			Year over year change
	(In thousands)						(In thousands)		(Percentage)
Selling, general and administrative expenses	$	988,254		$	909,827		$	78,427	8.6	%
Selling, general and administrative expenses as a % of net revenue	38.5		%	38.0		%	50 basis points

The increase in selling, general and administrative expenses was primarily due to:

•an increase in costs related to our operating channels of $66.7 million, comprised of:

–an increase in employee costs of $28.2 million primarily due to increased salaries and wages expense for retail employees;

–an increase in variable costs of $15.1 million primarily due to increased distribution costs and higher credit card fees as a result of higher net revenue;

–an increase in digital marketing expenses of $9.5 million;

–an increase in technology costs of $5.2 million; and

–an increase in other operating costs of $8.7 million primarily due to increased depreciation and occupancy costs.

•a net increase in head office costs of $9.7 million, comprised of:

–an increase in brand and community expenses of $8.6 million;

–an increase in technology costs, including cloud computing amortization, of $6.4 million;

–an increase in depreciation of $4.2 million;

–a net decrease in employee costs of $7.7 million primarily due to decreased incentive compensation, partially offset by increased salaries and wages expense;

–a decrease in contractor, advisory, and professional services of $1.5 million; and

–a decrease in other head office costs of $0.3 million.

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•an increase in net foreign currency exchange and derivative revaluation losses of $2.0 million.

Amortization of Intangible Assets

	Third Quarter
	2025		2024		Year over year change
	(In thousands)				(In thousands)		(Percentage)
Amortization of intangible assets	$	1,776	$	1,118	$	658	58.9	%

The amortization of intangible assets in 2025 was primarily the result of the amortization of intangible assets recognized upon the September 2024 acquisition of the Mexico operations.

Segment Results

On a segment basis, we determine income from operations without taking into account corporate expenses and certain other expenses. Corporate expenses include the cost of centrally managed support functions including product design, raw material development, product innovation, sourcing, supply chain, and global merchandising which are included in other cost of sales. Administrative corporate expenses include technology, brand and marketing, finance, human resources, legal, and other head office costs.

Americas

	Third Quarter
	2025			2024			Year over year change
	(In thousands)						(In thousands)		(Percentage)
Net revenue	$	1,733,382		$	1,770,382		$	(37,000)	(2.1)	%
Product costs	583,551			518,202			65,349		12.6
Other cost of sales	167,970			159,259			8,711		5.5
Gross profit	981,861			1,092,921			(111,060)		(10.2)
Selling, general and administrative expenses	464,373			437,982			26,391		6.0
Segmented income from operations	$	517,488		$	654,939		$	(137,451)	(21.0)	%
Product margin	66.3		%	70.7		%	(440) basis points
Gross margin	56.6		%	61.7		%	(510) basis points
Selling, general and administrative expenses as a % of net revenue	26.8		%	24.7		%	210 basis points
Segmented income from operations as a % of net revenue	29.9		%	37.0		%	(710) basis points

The decrease in Americas net revenue was primarily due to a decrease in comparable sales, which decreased 5%. The decrease in comparable sales was primarily a result of a decrease in average order value, lower conversion rates, and reduced store traffic, partially offset by higher e-commerce traffic, which was partially driven by the impact of credit card affiliate programs. The decrease in comparable sales was partially offset by a $50.3 million increase from new or expanded company-operated stores and our other channels. We opened 11 net new company-operated stores in the Americas since the third quarter of 2024.

The decrease in gross margin was primarily due to lower product margin as well as higher occupancy costs and depreciation as a percentage of net revenue.

The increase in selling, general and administrative expenses was primarily due to increased employee costs, variable costs, and depreciation.

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China Mainland

	Third Quarter
	2025			2024			Year over year change
	(In thousands)						(In thousands)		(Percentage)
Net revenue	$	465,362		$	318,338		$	147,024	46.2	%
Product costs	110,484			73,164			37,320		51.0
Other cost of sales	55,702			48,555			7,147		14.7
Gross profit	299,176			196,619			102,557		52.2
Selling, general and administrative expenses	126,160			86,019			40,141		46.7
Segmented income from operations	$	173,016		$	110,600		$	62,416	56.4	%
Product margin	76.3		%	77.0		%	(70) basis points
Gross margin	64.3		%	61.8		%	250 basis points
Selling, general and administrative expenses as a % of net revenue	27.1		%	27.0		%	10 basis points
Segmented income from operations as a % of net revenue	37.2		%	34.7		%	250 basis points

The increase in China Mainland net revenue was primarily due to an increase in comparable sales, which increased 24%, or 25% on a constant dollar basis. The increase in comparable sales was primarily a result of increased e-commerce traffic, partially driven by the timing of Singles Day events, partially offset by a decrease in average order value. The increase in China Mainland net revenue was also driven by a $46.6 million increase in net revenue from new or expanded company-operated stores and our other channels. We have opened 27 new company-operated stores in China Mainland since the third quarter of 2024.

The increase in gross margin was primarily due to lower occupancy costs and depreciation as a percentage of net revenue, partially offset by lower product margin.

The increase in selling, general and administrative expenses was primarily due to increased marketing expenses, employee costs, variable costs, and technology costs.

Rest of World

	Third Quarter
	2025			2024			Year over year change
	(In thousands)						(In thousands)		(Percentage)
Net revenue	$	367,176		$	307,940		$	59,236	19.2	%
Product costs	100,579			80,881			19,698		24.4
Other cost of sales	65,916			57,105			8,811		15.4
Gross profit	200,681			169,954			30,727		18.1
Selling, general and administrative expenses	115,724			101,192			14,532		14.4
Segmented income from operations	$	84,957		$	68,762		$	16,195	23.6	%
Product margin	72.6		%	73.7		%	(110) basis points
Gross margin	54.7		%	55.2		%	(50) basis points
Selling, general and administrative expenses as a % of net revenue	31.5		%	32.9		%	(140) basis points
Segmented income from operations as a % of net revenue	23.1		%	22.3		%	80 basis points

The increase in Rest of World net revenue was primarily due to a $35.1 million increase in net revenue from new or expanded company-operated stores and our other channels. We have opened nine net new company-operated stores in Rest of World since the third quarter of 2024. The increase in Rest of World net revenue was also driven by an increase in comparable sales, which increased 9%. The increase in comparable sales was primarily a result of increased traffic.

The decrease in gross margin was primarily due to lower product margin and higher distribution center costs as a percentage of net revenue, partially offset by lower occupancy costs as a percentage of net revenue.

The increase in selling, general and administrative expenses was primarily due to higher employee costs and other operating and head office costs.

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Corporate

Corporate expenses decreased $4.1 million to $339.6 million in the third quarter of 2025 compared to the third quarter of 2024. The net decrease was primarily due to lower employee costs driven by decreased incentive compensation as well as lower professional fees. The decrease in corporate expenses was partially offset by higher technology costs, depreciation, marketing expenses, as well as an increase in net foreign currency exchange and derivative losses of $2.0 million.

Other Income (Expense), Net

	Third Quarter
	2025		2024		Year over year change
	(In thousands)				(In thousands)		(Percentage)
Other income (expense), net	$	5,854	$	13,743	$	(7,889)	(57.4)	%

The decrease in other income, net was primarily due to a decrease in interest income as a result of lower average cash balances and lower interest rates.

Income Tax Expense

	Third Quarter
	2025			2024			Year over year change
	(In thousands)						(In thousands)		(Percentage)
Income tax expense	$	134,905		$	152,534		$	(17,629)	(11.6)	%
Effective tax rate	30.5		%	30.2		%	30 basis points

The increase in the effective tax rate was primarily due to adjustments upon the filing of income tax returns.

Net Income

	Third Quarter
	2025		2024		Year over year change
	(In thousands)				(In thousands)		(Percentage)
Net income	$	306,835	$	351,870	$	(45,035)	(12.8)	%

The decrease in net income was primarily due to an increase in selling, general and administrative expenses of $78.4 million and a decrease in other income (expense), net of $7.9 million, partially offset by an increase in gross profit of $24.3 million, and a decrease in income tax expense of $17.6 million.

Year-to-Date Results of Operations: First Three Quarters Results

The following table summarizes key components of our results of operations for the periods indicated:

	First Three Quarters
	First Quarter
	2025		2024		2025		2024
	2026		2025		2026		2025
	(In thousands)				(Percentage of net revenue)
Net revenue	$	72,~~461~~471,~~799~~603	$	62,~~976~~370,~~629~~660	100.0	%	100.0	%
Cost of goods sold	31,~~175~~132,~~555~~785		2987,~~887,770~~534		4245.68		41.47
Gross profit	41,~~286~~338,~~244~~818		41,~~088~~383,~~859~~126		5754.42		58.63
Selling, general and administrative expenses	21,~~882~~059,~~783~~988		2942,~~624,212~~871		3842.69		3739.68
Amortization of intangible assets	51,~~136~~884		1,~~118~~630		0.1		—0.1
Income from operations	1276,~~398,325~~946		1438,~~463,529~~625		1811.72		2118.05
Other income (expense), net	279,~~377~~131		5511,~~020~~786		0.4		0.85
Income before income tax expense	1286,~~425,702~~077		1450,~~518,549~~411		1911.16		2119.80
Income tax expense	~~433~~91,~~390~~029		~~452~~135,~~336~~839		53.87		6.5.7
Net income	$	~~992~~195,~~312~~048	$	1314,~~066,213~~572	137.39	%	1513.3	%

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Net Revenue

	First Three Quarters
	First Quarter
	2025		2024		2025		2024		Year over year change
	2026		2025		2026		2025		Year over year change
	(In thousands)				(Percentage of net revenue)				(In thousands)		(Percentage)		(Constant dollar change)
Americas	$	51,~~166~~621,~~157~~210	$	51,~~134~~674,~~079~~558	6965.26	%	7370.6	%	$	32(53,~~078~~348)	1(3)	%	1(4)	%
China Mainland	1478,~~226,361~~395		~~936~~368,~~313~~101		1619.4		1315.45		~~290~~110,~~048~~294		3130	%	3123	%
Rest of World	1371,~~069,281~~998		~~906~~328,~~237~~001		1415.31		13.08		~~163~~43,~~044~~997		1813	%	179	%
Net revenue	$	72,~~461~~471,~~799~~603	$	62,~~976~~370,~~629~~660	100.0	%	100.0	%	$	~~485~~100,~~170~~943	74	%	72	%

The increase in net revenue was primarily due to increased China Mainland and Rest of World net revenue., ~~Americas~~partially ~~net~~offset ~~revenue~~by ~~also~~decreased ~~increased,~~Americas ~~and~~net ~~global~~revenue. Global comparable sales increased 1%, or decreased 2% on a constant dollar basis, primarily due to lower conversion rates as well as a decrease in average order value, partially offset by higher traffic.

Gross ~~Profit~~Margin

	First Three Quarters
	First Quarter
	2025			2024			Year over year change
	2026			2025			Year over year change
	(In thousands)						(In thousands)		(Percentage)
Gross profit	$	41,~~286~~338,~~244~~818		$	41,~~088~~383,~~859~~126		$	~~197~~(44,~~385~~308)	4(3.82)	%
Gross margin	5754.42		%	58.63		%	(~~120~~410) basis points

The decrease in gross margin was primarily due to:

•a net decrease in product margin of 90270 basis points, comprised of:

–a net decrease of 80330 basis points primarily from higher tariffs as well as markdowns ~~and~~including credit card affiliate programs and higher inventory provisions, partially offset by higher pricing, and lower product costs~~, and lower damages~~; and

–ana ~~unfavorable~~favorable impact of foreign currency exchange rates of 1060 basis points.

•a net increase in other cost of sales as a percentage of net revenue of 30140 basis points, comprised of ~~higher occupancy and depreciation costs.~~:

–an increase in occupancy and depreciation costs of 130 basis points, primarily driven by new and expanded company-operated stores as well as increased penetration in China Mainland and Rest of World; and

–an increase in costs related to our distribution centers and product departments of 10 basis points.

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Selling, General and Administrative Expenses

	First Three Quarters
	First Quarter
	2025			2024			Year over year change
	2026			2025			Year over year change
	(In thousands)						(In thousands)		(Percentage)
Selling, general and administrative expenses	$	21,~~882~~059,~~783~~988		$	2942,~~624,212~~871		$	~~258~~117,~~571~~117	912.94	%
Selling, general and administrative expenses as a % of net revenue	3842.69		%	3739.68		%	~~100~~310 basis points

The increase in selling, general and administrative expenses was primarily due to:

•ana net increase in ~~costs~~head ~~related~~office tocosts ~~our operating channels~~ of $~~167~~63.61 million, comprised of:

–an increase in employee costs of $7729.36 million primarily due to increased salaries and wages expense, ~~for~~primarily ~~retail~~as ~~employees,~~a ~~partially~~result ~~offset~~of byincreased ~~decreased~~wage ~~incentive compensation~~rates;

–an increase in ~~digital~~brand ~~marketing~~and community expenses of $2922.95 million;

–an increase in ~~variable~~technology costs, ofincluding ~~$19.6~~cloud ~~million~~computing ~~primarily~~amortization, ~~due to increased credit card fees and packaging costs as a result~~ of ~~higher~~$6.5 ~~net revenue~~million; ~~and~~

–an increase in ~~technology~~depreciation ~~costs~~ of $104.95 million; ~~and~~

–ana net increase in ~~other~~contractor, ~~operating~~advisory, and professional services of $1.1 million, which includes costs associated with proxy contest matters of $2911.94 million ~~primarily~~in ~~due~~2026, topartially ~~increased~~offset ~~depreciation~~by lower other advisory and ~~occupancy~~professional ~~costs.~~fees; and

28–a decrease in other head office costs of $1.1 million.

~~Table~~•an increase in costs related to our operating channels of ~~Contents~~$56.4 million, comprised of:

•–an increase in ~~head~~employee ~~office~~ costs of $7831.52 million, ~~comprised~~primarily ~~of:~~due to increased salaries and wages expense for retail employees;

–an increase in ~~technology~~variable costs, ~~including cloud computing amortization,~~ of $2614.53 million; primarily due to increased distribution costs;

–an increase in ~~brand~~digital ~~and~~marketing ~~community~~ expenses of $~~21.~~3.5 million;

–an increase in ~~depreciation~~technology costs of $162.9 million; and

–an increase in inother ~~contractor,~~operating ~~advisory,~~costs ~~and professional services~~ of $104.95 million;.

~~–an~~The increase in ~~other~~selling, ~~head~~general ~~office~~and ~~costs~~administrative expenses was partially offset by a decrease in net foreign currency exchange and derivative revaluation losses of $9.2.4 million~~; and~~.

–aSelling, ~~decrease~~general inand ~~employee~~administrative ~~costs~~expenses ofas ~~$6.3~~a ~~million~~percentage ~~primarily~~of ~~due~~net torevenue aincreased ~~reversal~~310 ofbasis ~~stock-based~~points, ~~compensation~~primarily ~~expense~~due ~~during~~to ~~the~~an ~~second~~increase ~~quarter~~in ofhead ~~2025~~office ~~due~~costs toof a180 ~~change~~basis inpoints ~~the~~and ~~probability~~an ofincrease ~~achieving~~in ~~performance~~costs ~~conditions,~~related ~~partially~~to ~~offset~~our byoperating ~~increased~~channels ~~salaries~~of ~~and~~140 ~~wages~~basis ~~expense~~points.

•an increase in net foreign currency exchange and derivative revaluation losses of $12.5 million.

Amortization of Intangible Assets

	First Three Quarters
	2025		2024		Year over year change
	(In thousands)				(In thousands)		(Percentage)
Amortization of intangible assets	$	5,136	$	1,118	$	4,018	359.4	%

The amortization of intangible assets in 2025 was primarily the result of the amortization of intangible assets recognized upon the September 2024 acquisition of the Mexico operations.

Segment Results

On a segment basis, we determine income from operations without taking into account corporate expenses ~~and certain other expenses~~. Corporate expenses include the cost of centrally managed support functions including product design, raw material development, product innovation, sourcing, supply chain, and global merchandising which are included in other cost of sales. Administrative corporate expenses include technology, brand and marketing, finance, human resources, legal, and other head office costs.

~~Americas~~21

	First Three Quarters
	2025			2024			Year over year change
	(In thousands)						(In thousands)		(Percentage)
Net revenue	$	5,166,157		$	5,134,079		$	32,078	0.6	%
Product costs	1,579,844			1,494,392			85,452		5.7
Other cost of sales	483,007			456,894			26,113		5.7
Gross profit	3,103,306			3,182,793			(79,487)		(2.5)
Selling, general and administrative expenses	1,377,093			1,293,587			83,506		6.5
Segmented income from operations	$	1,726,213		$	1,889,206		$	(162,993)	(8.6)	%
Product margin	69.4		%	70.9		%	(150) basis points
Gross margin	60.1		%	62.0		%	(190) basis points
Selling, general and administrative expenses as a % of net revenue	26.7		%	25.2		%	150 basis points
Segmented income from operations as a % of net revenue	33.4		%	36.8		%	(340) basis points

The increase in Americas net revenue was primarily due to a $163.9 million increase from new or expanded company-operated stores and our other channels. We opened 11 net new company-operated stores in the Americas since the third quarter of 2024. The increase in Americas net revenue was partially offset by a decrease in comparable sales, which decreased 3%. The decrease in comparable sales was primarily a result of lower conversion rates and reduced store traffic, partially offset by higher e-commerce traffic, which was partially driven by the impact of credit card affiliate programs.

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~~The decrease in gross margin was primarily due to lower product margin as well as higher occupancy costs and depreciation as a percentage of net revenue.~~Americas

The increase in selling, general and administrative expenses was primarily due to higher employee costs, marketing expenses, depreciation, and professional fees.


	First Quarter
	2026			2025			Year over year change
	(In thousands)						(In thousands)		(Percentage)
Net revenue	$	1,621,210		$	1,674,558		$	(53,348)	(3.2)	%
Product costs	545,559			480,820			64,739		13.5
Other cost of sales	183,972			156,647			27,325		17.4
Gross profit	891,679			1,037,091			(145,412)		(14.0)
Selling, general and administrative expenses	483,199			447,760			35,439		7.9
Segmented income from operations	$	408,480		$	589,331		$	(180,851)	(30.7)	%

Product margin	66.3		%	71.3		%	(500) basis points
Gross margin	55.0		%	61.9		%	(690) basis points
Selling, general and administrative expenses as a % of net revenue	29.8		%	26.7		%	310 basis points
Segmented income from operations as a % of net revenue	25.2		%	35.2		%	(1000) basis points

The decrease in net revenue was primarily due to a decrease in comparable sales, which decreased 5%, or 6% on a constant dollar basis. The decrease in comparable sales was primarily a result of lower conversion rates, reduced store traffic, and a decrease in average order value, partially offset by higher e-commerce traffic. The decrease in comparable sales was partially offset by a $15.8 million increase from new or expanded company-operated stores and our other channels. We have opened 14 net new company-operated stores in the Americas since the first quarter of 2025.

The decrease in gross margin was primarily due to lower product margin driven mainly by higher tariffs, as well as higher depreciation, occupancy costs, and distribution center costs as a percentage of net revenue.

The increase in selling, general and administrative expenses was primarily due to higher marketing expenses, employee costs, and variable costs.

China Mainland

	First Three Quarters
	First Quarter
	2025			2024			Year over year change
	2026			2025			Year over year change
	(In thousands)						(In thousands)		(Percentage)
Net revenue	$	1478,~~226,361~~395		$	~~936~~368,~~313~~101		$	~~290~~110,~~048~~294	3130.0	%
Product costs	~~284~~100,~~518~~558			~~213~~81,~~386~~815			7118,~~132~~743		3322.39
Other cost of sales	~~157~~63,~~114~~556			~~142~~50,~~147~~273			1413,~~967~~283		1026.54
Gross profit	~~784~~314,~~729~~281			~~580~~236,~~780~~013			~~203~~78,~~949~~268		3533.12
Selling, general and administrative expenses	~~305~~111,~~588~~212			~~231~~82,~~317~~378			7428,~~271~~834		3235.10
Segmented income from operations	$	~~479~~203,~~141~~069		$	~~349~~153,~~463~~635		$	~~129~~49,~~678~~434	3732.12	%
Product margin	7679.80		%	77.28		%	~~(40)~~120 basis points
Gross margin	6465.07		%	6264.01		%	~~200~~160 basis points
Selling, general and administrative expenses as a % of net revenue	2423.92		%	2422.74		%	2080 basis points
Segmented income from operations as a % of net revenue	3942.14		%	3741.37		%	~~180~~70 basis points

The increase in ~~China Mainland~~ net revenue was primarily due to an increase in comparable sales, which increased 1620%, or 1713% on a constant dollar basis. The increase in comparable sales was primarily a result of increased ~~e-commerce~~ traffic, partially offset by alower ~~decrease~~conversion ~~in average order value~~rates. The increase in China Mainland net revenue was also driven by a $~~122~~45.32 million increase in net revenue from new or expanded company-operated stores and our other channels. We have opened 2719 net new company-operated stores in China Mainland since the ~~third~~first quarter of ~~2024~~2025.

The increase in gross margin was primarily due to ~~lower~~a ~~occupancy~~higher ~~costs~~product ~~and~~margin ~~depreciation~~driven asmainly by a ~~percentage~~favorable impact of ~~net~~foreign ~~revenue~~currency exchange rates, ~~partially~~as ~~offset~~well byas lower ~~product~~distribution ~~margin~~center costs as a percentage of net revenue.

The increase in selling, general and administrative expenses was primarily due to higher employee costs, ~~marketing~~as ~~expenses,~~well ~~variable~~as ~~costs,~~higher ~~and~~ technology costs.

~~Rest of World~~22

	First Three Quarters
	2025			2024			Year over year change
	(In thousands)						(In thousands)		(Percentage)
Net revenue	$	1,069,281		$	906,237		$	163,044	18.0	%
Product costs	299,292			251,815			47,477		18.9
Other cost of sales	187,587			156,738			30,849		19.7
Gross profit	582,402			497,684			84,718		17.0
Selling, general and administrative expenses	343,346			288,241			55,105		19.1
Segmented income from operations	$	239,056		$	209,443		$	29,613	14.1	%
Product margin	72.0		%	72.2		%	(20) basis points
Gross margin	54.5		%	54.9		%	(40) basis points
Selling, general and administrative expenses as a % of net revenue	32.1		%	31.8		%	30 basis points
Segmented income from operations as a % of net revenue	22.4		%	23.1		%	(70) basis points

The increase in Rest of World net revenue was primarily due to a $91.7 million increase in net revenue from new or expanded company-operated stores and our other channels. We have opened nine net new company-operated stores in Rest of World since the third quarter of 2024. The increase in Rest of World net revenue was also driven by an increase in comparable sales, which increased 9%, or 8% on a constant dollar basis. The increase in comparable sales was primarily a result of increased traffic, partially offset by a decrease in average order value.

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~~The~~Rest ~~decrease in gross margin was primarily due to higher distribution center costs as a percentage~~ of ~~net revenue and lower product margin, partially offset by lower occupancy costs as a percentage of net revenue.~~World

The increase in selling, general and administrative expenses was primarily due to higher employee costs, marketing expenses, and variable costs.


	First Quarter
	2026			2025			Year over year change
	(In thousands)						(In thousands)		(Percentage)
Net revenue	$	371,998		$	328,001		$	43,997	13.4	%
Product costs	100,328			90,264			10,064		11.1
Other cost of sales	72,009			58,471			13,538		23.2
Gross profit	199,661			179,266			20,395		11.4
Selling, general and administrative expenses	130,238			106,410			23,828		22.4
Segmented income from operations	$	69,423		$	72,856		$	(3,433)	(4.7)	%

Product margin	73.0		%	72.5		%	50 basis points
Gross margin	53.7		%	54.7		%	(100) basis points
Selling, general and administrative expenses as a % of net revenue	35.0		%	32.4		%	260 basis points
Segmented income from operations as a % of net revenue	18.7		%	22.2		%	(350) basis points

The increase in net revenue was primarily due to a $29.4 million increase in net revenue from new or expanded company-operated stores and our other channels. We have opened 13 net new company-operated stores in Rest of World since the first quarter of 2025. The increase in Rest of World net revenue was also driven by an increase in comparable sales, which increased 5%, or 1% on a constant dollar basis. The increase in comparable sales was primarily a result of increased traffic, partially offset by lower conversion rates.

The decrease in gross margin was primarily due to higher occupancy costs as a percentage of net revenue, partially offset by higher product margin driven by a favorable impact of foreign currency exchange rates.

The increase in selling, general and administrative expenses was primarily due to higher employee costs as well as higher marketing expenses.

Corporate

Corporate expenses increased $6126.58 million to $1404.0 ~~billion~~million in the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026 compared to the first ~~three~~quarter ~~quarters~~ of ~~2024~~2025. The net increase was primarily due to higher ~~technology~~employee costs, ~~depreciation,~~as ~~marketing~~well ~~expenses,~~as ~~and~~higher ~~professional~~technology ~~fees~~costs and depreciation. ~~Corporate~~The increase in corporate expenses ~~also~~was ~~increased~~partially ~~due~~offset toby anlower ~~increase~~professional fees and a decrease in net foreign currency exchange and derivative losses of $122.54 million. ~~The increase in corporate expenses was partially offset by lower employee costs driven by decreased incentive compensation.~~

Other Income (Expense), Net

	First Three Quarters
	First Quarter
	2025		2024		Year over year change
	2026		2025		Year over year change
	(In thousands)				(In thousands)		(Percentage)
Other income (expense), net	$	279,~~377~~131	$	5511,~~020~~786	$	(272,~~643~~655)	(5022.25)	%

The decrease in other income, net was primarily due to a decrease in interest income as a result of lower average cash balances and lower interest rates.

Income Tax Expense

	First Three Quarters
	First Quarter
	2025			2024			Year over year change
	2026			2025			Year over year change
	(In thousands)						(In thousands)		(Percentage)
Income tax expense	$	~~433~~91,~~390~~029		$	~~452~~135,~~336~~839		$	(1844,~~946~~810)	(433.20)	%
Effective tax rate	3031.48		%	2930.82		%	60160 basis points

The increase in the effective tax rate was primarily due to a decrease in tax benefits related to stock-based compensation ~~and an increase in non-deductible expenses in international jurisdictions~~.

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Net Income

	First Three Quarters
	First Quarter
	2025		2024		Year over year change
	2026		2025		Year over year change
	(In thousands)				(In thousands)		(Percentage)
Net income	$	~~992~~195,~~312~~048	$	1314,~~066,213~~572	$	(73119,~~901~~524)	(638.90)	%

The decrease in net income was primarily due to an increase in selling, general and administrative expenses of $~~258~~117.61 million, ~~and~~ a decrease in ~~other~~gross ~~income~~profit ~~(expense), net~~ of $2744.63 million, ~~partially~~and ~~offset~~a bydecrease anin ~~increase~~other inincome ~~gross~~(expense), ~~profit~~net of $~~197~~2.47 million, ~~and~~partially offset by a decrease in income tax expense of $1844.98 million.

Comparable Sales

We use comparable sales to evaluate the performance of our company-operated store and e-commerce businesses from an omni-channel perspective. It allows us to monitor the performance of our business without the impact of recently opened or expanded stores. We believe investors ~~also~~would similarly find these metrics useful in assessing the performance of our business. The comparable sales measures we report may not be equivalent to similarly titled measures reported by other companies.

Comparable sales includes comparable company-operated store and all e-commerce net revenue. E-commerce net revenue includes buy online pick- up in store, back-back room, and ship from store net revenue in addition to our websites, other region-specific websites, ~~digital~~third-party online marketplaces, and mobile apps. Our back-back room capability allows our store educators to access inventory located at our other locations and have product shipped directly to a guest's address or a store. Comparable company-operated stores have been open, or open after being significantly expanded, for at least 12 full fiscal months. Net revenue from a company-operated store is included in comparable sales beginning with the month for which the store has a full fiscal month of sales in the prior year. Comparable sales excludes sales from new stores that have not been open for at least 12 full fiscal months, from stores which have not been in their significantly expanded space for at least 12 full fiscal months, from stores which have been temporarily relocated for renovations or temporarily closed, and sales from company-operated stores that have closed. Comparable sales also excludes sales from our selling channels other than company-operated stores and e-commerce.

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months. Net revenue from a company-operated store is included in comparable sales beginning with the first fiscal month for which the store has a full fiscal month of sales in the prior year.

Comparable sales excludes sales from:

•new stores that have not been open for at least 12 full fiscal months;

•stores which have not been in their significantly expanded space for at least 12 full fiscal months;

•stores which have been temporarily relocated for renovations or temporarily closed;

•sales from company-operated stores that have closed; and

•sales from our selling channels other than company-operated stores and e-commerce.

The comparable sales measures we report may not be equivalent to similarly titled measures reported by other companies.

Company-operated stores acquired as a result of the acquisition of the Mexico operations were considered comparable beginning October 2025 after 12 full fiscal months of sales from the date of acquisition. Prior to the acquisition, wholesale sales were made to a third party under a license and supply arrangement.

In fiscal years with 53 weeks, the 53rd week of net revenue is excluded from the calculation of comparable sales. In the year following a 53-week year, the prior year period is shifted by one week to compare similar calendar weeks.

Non-GAAP Financial Measures

We report certain financial metrics on a constant dollar basis, which is a non-GAAP financial measure.

A constant dollar basis assumes the average foreign currency exchange rates for the period remained constant with the average foreign currency exchange rates for the same period of the prior year. We use constant dollar metrics to facilitate comparison of underlying performance excluding the impact of changes in foreign currency exchange rates. Management uses these constant currency metrics internally when reviewing and assessing financial performance.

These non-GAAP financial measures are provided in addition to, and not a substitute for, the corresponding financial measures calculated in accordance with GAAP. A reconciliation of the non-GAAP financial measures follows, which includes more detail on the GAAP financial measure that is most directly comparable to each non-GAAP financial measure, and the related reconciliations between these financial measures. Our non-GAAP financial measures may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures reported by other companies.

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Constant Dollar Changes

The below changes ~~in net revenue~~ show the change compared to the corresponding period in the prior year. Due to the 53rd week in 2024, the below changes in comparable sales are calculated on a one-week shifted basis such that the 13 or 39 weeks ended November 2, 2025 is compared to the 13 or 39 weeks ended November 3, 2024 rather than October 27, 2024.

	Third Quarter 2025						First Three Quarters 2025
	First Quarter 2026
	Change		Foreign exchange changes		Change in constant dollars		~~Change~~		~~Foreign exchange changes~~		~~Change in constant dollars~~
Net Revenue
Americas	(23)	%	—(1)	%	(24)	%	1	%	—	%	1	%
China Mainland	4630		1(7)		4723		31		—		31
Rest of World	1913		—(4)		199		18		~~(1)~~		17
Total net revenue	74	%	—(2)	%	72	%	7	%	—	%	7	%
Comparable sales(1)
Americas	(5)	%	—(1)	%	(56)	%	~~(3)~~	%	—	%	~~(3)~~	%
China Mainland	2420		1(7)		2513		16		1		17
Rest of World	95		—(4)		91		9		~~(1)~~		8
Total comparable sales	1	%	1(3)	%	(2)	%	1	%	—	%	1	%

__________

(1)Comparable sales includes comparable company-operated store and e-commerce net revenue.

Seasonality

Our business is affected by the general seasonal trends common to the retail apparel industry. ~~Our~~Net ~~annual net~~ revenue is typically ~~weighted~~higher ~~more~~during ~~heavily toward~~ our fourth fiscal quarter, reflecting our historical strength in sales during the holiday season in the Americas, while our operating expenses are generally more equally distributed throughout the year. As a result, a substantial portion of our operating profits are typically generated in the fourth quarter of our fiscal year. For example, we generated approximately 4237% of our full year operating profit during the fourth quarter of ~~2024~~2025. Events predominantly impacting our international net revenue, such as those related to Lunar New Year and Singles Day, can fall in different fiscal quarters from year to year.

Liquidity and Capital Resources

Our primary sources of liquidity are our current balances of cash and cash equivalents, cash flows from operations, and capacity under our committed revolving credit facility, including to fund short-term working capital requirements. Our primary cash needs are capital expenditures for opening new stores and remodeling or relocating existing stores, investing in our distribution centers, investing in technology and making system enhancements, funding working capital requirements, and making other strategic capital investments. We may also use cash to repurchase shares of our common stock. Cash and cash equivalents in excess of our needs are held in interest -bearing accounts with financial institutions, as well as in money market funds and term deposits.

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The following table summarizes our net cash flows provided by and used in operating, investing, and financing activities for the periods indicated:

First Three Quarters

First Quarter

2025

2024

Year over year change

2026

2025

Year over year change

(In thousands)

Total cash provided by (used in):

Operating activities

~~459~~214,~~606~~440

~~871~~(118,~~323~~954)

~~(411~~333,~~717)~~394

Investing activities

(~~489~~138,~~057~~850)

(~~575~~106,~~214~~842)

86(32,~~157~~008)

Financing activities

(~~938~~378,~~996~~525)

(1467,~~328,510~~974)

~~389~~89,~~514~~449

Effect of foreign currency exchange rate changes on cash and cash equivalents

1910,~~973~~462

~~(23~~34,~~151)~~706

43(24,~~124~~244)

Decrease in cash and cash equivalents

(~~948~~292,~~474~~473)

(1659,~~055,552~~064)

~~107~~366,~~078~~591

Operating Activities

Net income decreased $73119.95 million. The ~~decrease~~increase in cash provided by operating activities was primarily due to aan ~~decrease~~increase in cash flows from changes in operating assets and liabilities of $~~354~~375.54 million, primarily driven by changes in inventories and the timing of income tax payments, ~~accounts~~as ~~receivable,~~well ~~and~~as ~~inventory purchases, partially offset by~~ changes in accrued compensation and accounts receivable, partially offset by the timing of accounts payable and changes in accrued liabilities. The ~~decrease~~increase in cash provided by operating activities was ~~partially~~also ~~offset~~a byresult ~~increased~~of ~~depreciation,~~higher ~~partially~~cash ~~offset~~inflows byrelated ~~lower~~to ~~stock-based compensation expense~~derivatives.

Investing Activities

The ~~decrease~~increase in cash used in investing activities was primarily due to the ~~acquisition~~settlement of ~~lululemon~~net ~~branded~~investment ~~retail locations and operations run by a third party in Mexico during the third quarter of 2024~~hedges, partially offset by ~~increased~~decreased capital expenditures. The ~~increase~~decrease in capital expenditures was primarily due to ~~increased~~decreased ~~capital~~investment ~~expenditures for company-operated stores~~ in ~~the~~supply ~~Americas~~chain infrastructure and e-commerce related technology ~~systems~~system capital expenditures, partially offset by aan ~~decrease~~increase in ~~corporate~~capital expenditures for opening, remodeling, and ~~foundational~~relocating ~~supply~~company-operated ~~chain~~stores, ~~infrastructure~~primarily ~~capital~~in ~~expenditures.~~the Americas.

Financing Activities

The decrease in cash used in financing activities was primarily ~~due~~the toresult of a decrease in cash paid for our stock repurchases. During the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026, we repurchased 32.52 million shares at a total cost including commissions and excise taxes of $~~906~~361.68 million. During the first ~~three~~quarter ~~quarters~~ of ~~2024~~2025, we repurchased 41.24 million shares at a total cost including commissions and excise taxes of $1434.34 ~~billion~~million. The common stock was repurchased in the open market at prevailing market prices, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, with the timing and actual number of shares repurchased depending upon market conditions, eligibility to trade, and other factors.

Liquidity Outlook

We believe ~~that~~ our cash and cash equivalent balances, cash generated from operations, and borrowings available to us under our committed revolving credit facility will be adequate to meet our liquidity needs and capital expenditure requirements for at least the next 12 months. Our ability to access borrowings under the credit facility depends on our ongoing compliance with the covenants in the credit agreement, and a failure to maintain such compliance could adversely affect our liquidity. Our cash from operations may be negatively impacted by a decrease in demand for our products, as well as the other factors described in "Item 1A. Risk Factors". In addition, we may make discretionary capital improvements with respect to our stores, distribution facilities, headquarters, or systems, or we may repurchase shares under an approved stock repurchase program, which we would expect to fund through the use of cash, issuance of debt or equity securities or other external financing sources to the extent we were unable to fund such expenditures out of our cash and cash equivalents and cash generated from operations.

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The following table includes certain measures of our liquidity:

	November 2, 2025
	May 3, 2026
	(In thousands)
Cash and cash equivalents	$	1,~~035~~514,~~862~~729
Working capital(1) excluding cash and cash equivalents	1,045,620
Working capital excluding cash and cash equivalents(1)	685,530
Capacity under committed revolving credit facility	~~592~~593,~~964~~623

_________

(1)Working capital excluding cash and cash equivalents is calculated as current assets of $34.90 billion less cash and cash equivalents of $1.5 billion and current liabilities of $1.8 billion.

We enter into standby letters of credit and guarantee to secure certain of our obligations, including leases, taxes, and duties. As of ~~November~~May 23, ~~2025~~2026, letters of credit and guarantee totaling $1520.02 million had been issued, including $76.04 million under our committed revolving credit facility.

Our existing Americas credit facility provides for $600.0 million in commitments under an unsecured five-year revolving credit facility. The credit facility has a maturity date of October 15, 2030. As of ~~November~~May 23, ~~2025~~2026, no borrowings were outstanding under this facility other than letters of credit and guarantee of $76.04 million. Further information regarding our credit facilities and associated covenants is outlined in Note 34. Revolving Credit Facilities included in Item 1 of Part I of this report.

The timing and cost of our inventory purchases will vary depending on a variety of factors such as revenue growth, assortment and purchasing decisions, product costs including freight and duty, and the availability of production capacity and speed. Our inventory balance as of ~~November~~May 23, ~~2025~~2026 was $21.07 billion, an increase of 112% from ~~October~~May 274, ~~2024~~2025.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions. Predicting future events is inherently an imprecise activity and, as such, requires the use of significant judgment. Actual results may vary from our estimates in amounts that may be material to the financial statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our consolidated financial statements. Management has reviewed these critical accounting policies and estimates and discussed them with the audit committee.

Our critical accounting policies, estimates, and judgments are discussed within "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our ~~2024~~2025 Annual Report on Form 10-K filed with the SEC on March 2717, ~~2025~~2026.

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Operating Locations

Our company-operated stores by market as of ~~November~~May 23, ~~2025~~2026 and February 21, ~~2025~~2026 are summarized in the table below.

Number of company-operated stores by market	~~November~~May 23,~~2025~~2026	February 21,~~2025~~2026
United States	~~378~~377	~~374~~379
Canada	72	71
Mexico	2027	1726
Americas	~~470~~476	~~462~~476
China Mainland	~~165~~173	~~151~~172
Australia	3433	3334
South Korea	2123	2022
Hong Kong SAR	11	1011
Japan	10	10
Singapore	9	79
New Zealand	8	8
Taiwan	78	87
Thailand	7	5
Malaysia	5	5
Thailand	5	4
Macau SAR	3	3
Macau SAR	2	2
APAC	117	114
APAC	112	107
United Kingdom	21	20
United Kingdom	20	19
Germany	9	9
France	6	6
Ireland	4	4
Spain	3	3
Netherlands	2	2
Sweden	2	2
Italy	1	—1
Norway	1	1
Switzerland	1	1
EMEA	4950	4749
Total company-operated stores	796	767
Rest of World	167	163
Total company-operated stores	816	811

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Retail locations operated by third parties by market as of ~~November~~May 23, ~~2025~~2026 and February 21, ~~2025~~2026 are summarized in the table below.

Number of retail locations operated by third parties by market	~~November~~May 23,~~2025~~2026	February 21,~~2025~~2026
United Arab Emirates	1213	1013
Saudi Arabia	9	8
Israel	8	8
Israel	8	7
Saudi Arabia	8	9
Kuwait	4	4
Qatar	4	4
Belgium	2	—
Turkey	3	3
Turkey	2	—
Belgium	2	2
Bahrain	1	1
Denmark	1	—1
Total locations operated by third parties under license and supply arrangements	43	34
Hungary	1	—
Poland	1	—
Total locations operated by third parties under license and supply arrangements	46	45

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

Translation Risk. The functional currency of our international subsidiaries is generally the applicable local currency. Our consolidated financial statements are presented in U.S. dollars. Therefore, the net revenue, expenses, assets, and liabilities of our international subsidiaries are translated from their functional currencies into U.S. dollars. Fluctuations in the value of the U.S. dollar affect the reported amounts of net revenue, expenses, assets, and liabilities. As a result of the fluctuation in exchange rates compared to the U.S. dollar, our revenue was $1552.42 million ~~lower~~higher in the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026 in comparison to the first ~~three~~quarter ~~quarters~~ of ~~2024~~2025.

Foreign currency exchange differences which arise on translation of our international subsidiaries' balance sheets into U.S. dollars are recorded as other comprehensive income (loss), net of tax in accumulated other comprehensive income (loss) within stockholders' equity. A significant portion of our net assets are held by our Canadian dollar subsidiary. We enter into forward currency contracts in order to hedge a portion of the foreign currency exposure associated with the translation of our net investment in our Canadian subsidiary. During the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026, the impact to other comprehensive loss of translation of our Canadian subsidiaries was a reduction in the loss of $297.40 million, inclusive of net investment hedge gains.

Transaction Risk. We also have exposure to changes in foreign currency exchange rates associated with transactions which are undertaken by our subsidiaries in currencies other than their functional currency. Such transactions include intercompany transactions and inventory purchases denominated in currencies other than the functional currency of the purchasing entity. We also hold cash and cash equivalents and other monetary assets in currencies that are different to the functional currency of our subsidiaries. As of ~~November~~May 23, ~~2025~~2026, we had certain forward currency contracts outstanding in order to economically hedge the foreign currency revaluation gains and losses recognized by our foreign subsidiaries, including our Canadian and Chinese subsidiaries, on their monetary assets and liabilities denominated in currencies other than their functional currency.

We perform a sensitivity analysis to determine the market risk exposure associated with the fair values of our forward currency contracts. The net fair value of outstanding derivatives as of ~~November~~May 23, ~~2025~~2026 was ana ~~asset~~liability of $02.37 million. As of ~~November~~May 23, ~~2025~~2026, a 10% depreciation in the U.S. dollar against the hedged currencies would have resulted in the net fair value of outstanding derivatives depreciating by $1730.07 million. The hypothetical change in the fair value of the forward currency contracts would have been substantially offset by a corresponding but directionally opposite change in the underlying hedged items.

The net fair value of our outstanding forward currency contracts ~~declined~~increased as of ~~November~~May 23, ~~2025~~2026 compared to February 21, ~~2025~~2026 primarily due to foreign currency exchange rate movement on the derivative financial instruments.

In the future, in an effort to reduce foreign currency exchange risks, we may enter into further derivative financial instruments including hedging additional currency pairs. We do not, and do not intend to, engage in the practice of trading derivative securities for profit.

~~Please refer to Note 7. Derivative Financial Instruments included in Item 1 of Part I of this report for further details on the nature of our financial instruments.~~29

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Please refer to Note 8. Derivative Financial Instruments included in Item 1 of Part I of this report for further details on the nature of our financial instruments.

Interest Rate Risk

Our committed revolving credit facility provides us with available borrowings in an amount up to $600.0 million. Because our revolving credit facilities bear interest at a variable rate, we will be exposed to market risks relating to changes in interest rates, if we have a meaningful outstanding balance. As of ~~November~~May 23, ~~2025~~2026, there were no borrowings outstanding under this facility other than letters of credit and guarantee of $76.04 million. We currently do not engage in any interest rate hedging activity and currently have no intention to do so. However, in the future, if we have a meaningful outstanding balance under our revolving facility, in an effort to mitigate losses associated with these risks, we may at times enter into derivative financial instruments, although we have not historically done so. These may take the form of forward contracts, option contracts, or interest rate swaps. We do not, and do not intend to, engage in the practice of trading derivative securities for profit.

Our cash and cash equivalent balances are held in the form of cash on hand, bank balances, and short-term deposits with original maturities of three months or less, and in money market funds. As of ~~November~~May 23, ~~2025~~2026, we held cash and cash equivalents of $1.05 billion. Interest generated on cash balances is subject to variability as interest rates increase or decrease.

Credit Risk

We have cash on deposit with various large, reputable financial institutions and have invested in AAA-rated money market funds. The amount of cash and cash equivalents held with certain financial institutions exceeds government-insured limits. We are also exposed to credit-related losses in the event of nonperformance by the financial institutions that are counterparties to our forward currency contracts. The credit risk amount is our unrealized gains on our derivative instruments, based on foreign currency rates at the time of nonperformance. We ~~have not experienced any losses related to these items, and we believe credit risk to be minimal. We~~ seek to minimize our credit risk by entering into transactions with investment -grade, ~~credit~~creditworthy, ~~worthy~~ and reputable financial institutions, ~~and~~ by monitoring ~~the~~their credit standing, ofand ~~the~~by ~~financial~~limiting ~~institutions~~exposure ~~with~~to ~~whom~~any weone ~~transact~~counterparty. We ~~seek~~have not experienced material losses related to ~~limit~~these ~~the~~items, ~~amount~~and ofbased ~~exposure~~on ~~with~~information ~~any~~available, ~~one~~we ~~counterparty~~do not believe credit risk exposure is significant.

Inflation

Inflationary pressures, including higher product, transportation, labor and raw material costs, may adversely affect our operating results if we are unable to offset them through pricing or operating efficiencies. Inflation could also reduce consumer discretionary spending and negatively impact the demand for our products.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer, to allow timely decisions to be made regarding required disclosure. We have established a Disclosure Committee, consisting of certain members of management, to assist in this evaluation. The Disclosure Committee meets on a quarterly basis, and as needed.

Our management, including our principal executive officer and principal financial and accounting officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of ~~November~~May 23, ~~2025~~2026. Based on that evaluation, our principal executive officer and principal financial and accounting officer concluded that, as of ~~November~~May 23, ~~2025~~2026, our disclosure controls and procedures were effective.

There were no changes in our internal control over financial reporting during the quarter ended ~~November~~May 23, ~~2025~~2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In addition to the legal matters described in Note 12. Legal Proceedings and Other Contingencies included in Item 1 of Part I of this report and in our ~~2024~~2025 Annual Report on Form 10-K, we are, from time to time, involved in routine legal matters incidental to the conduct of our business, including legal matters such as initiation and defense of proceedings to protect intellectual property rights, employment claims, product liability claims, personal injury claims, and similar matters. We believe the ultimate resolution of any such current proceeding is not reasonably likely to have a material adverse effect on our financial position, results of operations or cash flows.

ITEM 1A. RISK FACTORS

In addition to the other information contained in this Form 10-Q and in our ~~2024~~2025 Annual Report on Form 10-K, the following risk factors should be considered in evaluating our business. Our business, financial condition, or results of operations could be materially adversely affected as a result of any of the progression, resultant effects, or outcome of these risks.

Risks related to our business and industry

Our success depends on our ability to maintain ~~the~~our brand value and reputation ~~of our brand~~.

The lululemon name is integral to our business asand ~~well as to the implementation of~~ our expansion strategies. Maintaining, promoting, and positioning our brand will depend largely on the success of our marketing and merchandising efforts and our ability to provide a consistent, high -quality product, and guest experience. AsOur ~~we grow, our~~ brand positioning, products, and marketing efforts may not be considered distinct, culturally relevant, or desirable to guests, employees, and other stakeholders.

~~We rely on social media, as one of our marketing strategies, to have a positive impact on both our brand value and reputation.~~ Our brand and reputation could be adversely affected ~~if we fail to achieve these objectives, if our public image was to be tarnished~~ by negative publicity, ~~which could be amplified by social media,~~ if we fail to deliver innovative and high -quality products acceptable to our guests, or if we face or mishandle a product recall, which could be amplified by social media. Our reputation could also be impacted by adverse publicity, whether or not valid, regarding allegations that we, or persons ~~associated~~currently ~~with us~~ or ~~formerly~~previously associated with us, have violated ~~applicable~~ laws or regulations, including but not limited to those related to safety, employment, discrimination, harassment, whistle-blowing, privacy, corporate citizenship, improper business practices, or cybersecurity. Certain activities on the part of stakeholders, including nongovernmental organizations and governmental institutions, could cause reputational damage, distract senior management, and disrupt our business. Additionally, while we devote considerable effort and resources to protecting our intellectual property, if these efforts are not successful the value of our brand may be harmed. Any harm to our brand and reputation could have a material adverse effect on our financial condition.

We operate in a highly competitive market and our competitors may compete more effectively than we can, resulting in a loss of our market share and a decrease in our net revenue and profitability.

The market for our products is highly competitive. Competition may result in pricing pressures, reduced profit margins or lost market share, or a failure to grow or maintain our market share, any of which could substantially harm our business and results of operations. We compete directly against global as well as regional and country-specific wholesalers and direct retailers of athletic apparel, including large, diversified apparel companies with substantial market share, and established companies expanding their production and marketing of technical athletic apparel, as well as against smaller retailers and those specifically focused on women's athletic apparel. We also face competition from wholesalers and direct retailers of traditional commodity athletic apparel, such as cotton T-shirts and sweatshirts. Many of our competitors are large apparel and sporting goods companies with strong worldwide brand recognition. Because of the fragmented nature of the industry, we also compete with other apparel sellers, including those specializing in yoga apparel and other activewear. Our competitors may be able to achieve and maintain brand awareness and market share more quickly and effectively than we can.

We may fail to acknowledge or react appropriately to the entry or growth of a viable competitor or disruptive force, and could struggle to continue to innovate, differentiate, and sustain the ~~growth~~value of our brand. ~~The~~Our ~~increasing~~brand ~~dominance~~presence and ~~presence~~visibility ofin ~~our~~certain ~~brand~~markets may ~~also~~encourage ~~drive~~some guests ~~towards~~to ~~alternative~~try or migrate to emerging competitors.

39In addition, because we hold limited patents and exclusive intellectual property rights in the technology, fabrics or processes underlying our products, our current and future competitors are able to manufacture and sell products with performance characteristics, fabrication techniques, and styling similar to ours. Even when these products infringe our

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Inintellectual ~~addition~~property rights, ~~because~~ we ~~hold~~may ~~limited~~not ~~patents~~be ~~and~~able ~~exclusive~~to ~~intellectual~~identify ~~property~~all ~~rights~~infringing inparties, ~~the~~enforce ~~technology,~~our ~~fabrics~~rights effectively, or ~~processes~~obtain ~~underlying~~timely ~~our~~and meaningful relief. If "dupe" or imitation products proliferate, ~~our~~whether ~~current~~through ~~and~~traditional ~~future~~retail ~~competitors~~channels ~~are~~or ~~able~~social tomedia-driven ~~manufacture~~trends, and ~~sell~~lead consumers to perceive less differentiation between our products ~~with~~and ~~performance~~lower-priced ~~characteristics~~alternatives, ~~fabrication~~our ~~techniques~~ability to maintain our brand premium, ~~and~~drive ~~styling~~net ~~similar~~revenue togrowth, and sustain our ~~products~~profitability could be adversely affected.

If we are unable to anticipate consumer preferences and successfully develop and introduce new, innovative, and differentiated products, we may not be able to maintain or increase our sales and profitability.

Our success depends on our ability to identify and originate product trends as well as to anticipate and react to changing consumer ~~demands~~preferences inon a timely ~~manner.~~basis ~~All~~and ofeffectively. ~~our~~Our products are subject to changing consumer preferences that cannot be ~~predicted~~anticipated with certainty. If we are unable to introduce new products or ~~novel~~ technologies inon a timely ~~manner~~basis, or if our new ~~products~~offerings ~~or technologies~~ are not accepted by ~~our~~ guests, ~~our~~ competitors may introduce similar products ~~in a~~ more ~~timely fashion~~quickly, which could ~~hurt~~undermine our goal to be viewed as a leader in technical athletic apparel innovation. Our new products may not ~~receive~~meet consumer ~~acceptance~~needs asand consumer preferences could shift rapidly to different types of athletic apparel or away from ~~these~~the types of products we make altogether, and our future success depends in part on our ability to anticipate and respond to these changes. Our failure to anticipate and respond ineffectively ~~a timely manner~~ to changing consumer preferences could lead to, among other things, lower sales, lower margins, and excess inventory levels. We may not have or successfully leverage ~~the~~ relevant data to effectively understand and react to consumer preferences and expectations. Even if we are successful in anticipating consumer preferences, our ability to adequately react to and address those preferences will in part depend upon our continued ability to develop and introduce innovative, high-quality products. Our failure to effectively introduce new products that are accepted by consumers could result in a decrease in net revenue and excess inventory levels, which could have a material adverse effect on our financial condition.

If any of our products have manufacturing or design defects or are otherwise unacceptable to us or our guests, our business could be harmed.

We have occasionally received, and may in the future receive, product shipments ~~of products~~ that fail to comply with our ~~technical~~ specifications or ~~that fail to~~ conform to our quality ~~control~~ standards. We have also received, and may in the future receive, products that are otherwise unacceptable to us or our guests, including if they fail to meet quality, performance, and fit expectations. Under these circumstances, unless we are able to obtain replacement products in a timely manner, we risk the loss of net revenue resulting from the inability to sell those products and related increased administrative and shipping costs. Additionally, if the unacceptability of our products is not discovered until after such products are sold, our guests could lose confidence in our products, or we could face a product recall, we could have regulatory exposure, and our results of operations could suffer and our business, reputation, and brand could be harmed.

The ~~complex~~ hardware previously sold by our lululemon Studio subsidiary, as well as ~~the~~ services currently offered, can be affected by design and manufacturing defects. Sophisticated operating system software and applications, such as those offered by lululemon Studio, often have issues that can unexpectedly interfere with the intended operation of hardware or software products. Defects may also exist in components and products that we source from third parties. Any defects could make our products ~~and services~~ unsafe and create a risk of ~~environmental or~~ property damage or personal injury ~~and we may become subject to the hazards and uncertainties of product liability claims and related litigation~~. The occurrence of real or perceived defects in any of our products, now or in the future, could result in ~~additional~~ negative publicity, regulatory investigations, or lawsuits filed against us~~, particularly if guests or others who use or purchase our lululemon Studio products are injured~~. ~~Even if injuries are not the result of any defects, if they are perceived to be, we may incur expenses to defend or settle any claims and our brand and reputation may be harmed.~~

Our sales and profitability may decline as a result of increasing costs and decreasing selling prices.

Our business is subject to ~~significant~~ pressure on costs and pricing caused by many factors, including tariffs, intense competition, constrained sourcing capacity, ~~and related~~ inflationary pressure, the availability of qualified labor and wage inflation, pricing pressure from consumers ~~to reduce the prices we charge for our products~~, and changes in consumer demand. These and other factors have, and may in the future, cause us to experience increased costs, reduce our selling prices ~~to consumers~~ or experience reduced sales in response to increased prices, any of which could cause our operating margin to decline if we are unable to offset these factors with reductions in operating costs and could have a material adverse effect on our financial condition, operating results, and cash flows. Unionization efforts or other employee organizing activities could lead to higher people costs or reduce our flexibility to manage our employees which may negatively disrupt our operations.

Our results of operations could be materially harmed if we are unable to accurately forecast guest demand for our products.

To ensure adequate inventory supply, we ~~must~~ forecast inventory needs and place orders with our manufacturers based on ~~our~~ estimates of future demand ~~for particular products~~. Our ability to ~~accurately~~ forecast demand for our products could be affected by many factors, including an increase or decrease in ~~guest~~ demand for our or our competitors' products, orour ~~for~~failure to accurately forecast guest acceptance of new products, product introductions by competitors, unanticipated changes in market conditions (for example, because of ~~our~~global economic conditions such as inflation, an economic downturn, or local and international shipping delays and labor

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competitors, our failure to accurately forecast guest acceptance of new products, product introductions by competitors, unanticipated changes in general market conditions (for example, because of global economic concerns such as inflation, an economic downturn, or delays and disruptions resulting from local and international shipping delays and labor shortages), and weakening of economic conditions or consumer confidence in future economic conditions (for example, because of inflationary pressures, or because of sanctions, restrictions, and other responses related to geopolitical events). If we fail to accurately forecast guest demand, we may experience excess inventory levels or a shortage of products available for sale ~~in our stores or for delivery to guests~~.

Inventory levels in excess of ~~guest~~ demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would cause our gross margin to suffer and could impair the strength and exclusivity of our brand. Conversely, if we underestimate ~~guest~~ demand ~~for our products~~, our manufacturers may not be able to deliver products to meet our requirements, and this could result in damage to our reputation and guest relationships.

Our limited operating experience and limited brand recognition in new international markets and new product categories may limit our expansion and cause our business and growth to suffer.

Our future growth depends in part on our expansion efforts outside of the Americas. We have limited experience with regulatory environments and market practices internationally, and we may not be able to penetrate or successfully operate in any new market. In connection with our expansion efforts, we may encounter obstacles we did not face in the Americas, including cultural and linguistic differences, differences in regulatory environments, labor practices and market practices, difficulties in keeping abreast of market, business and technical developments, and international guests' tastes and preferences. We may also encounter difficulty expanding into new international markets because of limited brand recognition leading to delayed acceptance of our technical athletic apparel by guests in these new international markets. Our failure to develop our business in new international markets or disappointing growth outside of existing markets could harm our business and results of operations.

In addition, our ~~continued~~ growth depends in part on our ability to expand ~~our~~ product categories and introduce new product lines. We may not be able to successfully manage integration of new product categories or the new product lines with our existing products. ~~Selling~~Successfully selling new product categories and lines will require ~~our~~developing ~~management to test~~ and ~~develop~~testing different strategies ~~in order to be successful~~. We may be unsuccessful in entering new product categories and developing or launching new product lines, which requires management of new suppliers, potential new customers, and new business models. ~~Our~~We ~~management~~ may not have the experience of selling in these new product categories and we may not be able to grow ~~our business~~ as planned. For example, ~~in July 2020,~~ we acquired MIRROR in 2020, which was rebranded as lululemon Studio, and in 2023, we discontinued selling its hardware and offering its digital app-only subscription. If we are unable to effectively and successfully further develop current and future new product categories and lines, we may not be able to increase or maintain our sales and our operating margins may be adversely affected. This may also divert the attention of management and cause additional expenses.

We may, from time to time, evaluate and pursue other strategic investments or acquisitions. These involve various inherent risks and the benefits sought may not be realized.

Our future success is ~~substantially~~ dependent on the service of our senior management and our ability to maintain our culture and to attract, manage, and retain highly qualified individuals.

The performance of our senior management team and other key employees and contractors may not meet our needs and expectations. Also, the loss of services of any of these key individuals, or any negative public perception with respect to these individuals, may be disruptive to, or cause uncertainty in, our business and could have a negative impact on our ability to manage and grow our business effectively. Such disruption could have a material adverse impact on our financial performance, financial condition, and the market price of our stock.

If we are unable to successfully maintain and evolve our unique culture, offer competitive compensation and benefits, and a desirable work model, we may be unable to attract and retain ~~highly~~ qualified individuals to support our business and ~~continued~~ growth. Our work model may not meet the needs and expectations of our employees and may not be perceived as favorable compared to other companies. We also face risks related to employee engagement and productivity which could result in increased headcount and ~~lead to increased~~ labor costs.

InOur ~~December~~former ~~2025, we announced that our~~ Chief Executive Officer ~~will~~"CEO" ~~step~~stepped down effective January 31, 2026, and we appointed interim co-~~Chief~~CEOs ~~Executive Officers~~ to lead during athe transition period. On ~~while~~April 21, 2026, we ~~conduct~~entered ainto ~~search~~an ~~for~~employment aagreement ~~permanent~~to ~~Chief~~appoint ~~Executive~~Heidi ~~Officer~~O’Neill as CEO effective September 8, 2026. In addition, ~~one~~we ofhave ~~our~~had other ~~senior~~recent ~~executives~~changes ~~recently~~at ~~resigned~~the senior executive level. These changes may create uncertainty and divert management’s attention and resources. WeOur interim leadership model may not ~~identify~~align orwith ~~attract~~expectations aof ~~permanent~~employees, ~~successor~~vendor onpartners, aor ~~timely~~other ~~basis~~external stakeholders, and acould ~~prolonged~~negatively ~~search~~affect ~~could~~our ~~extend~~operations, ~~uncertainty~~strategic initiatives, employee engagement, and ~~heighten~~retention. ~~the~~These ~~risks~~changes ~~described~~may inalso ~~this~~lead ~~paragraph~~to negative public perception, including among consumers and our brand community. ~~Our~~Any ~~interim~~resulting disruption could have a material adverse impact on our business, financial performance, or the market price of our stock.

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leadership model may not align with expectations of employees, vendor partners, or other external stakeholders, and could negatively affect our operations, strategic initiatives, employee engagement, and retention. These changes may also lead to negative public perception, including among consumers and our brand community. Any resulting disruption could have a material adverse impact on our business, financial performance, or the market price of our stock.

We may not be able to effectively manage our growth and the increased complexity of our business and as a result our brand image and financial performance may suffer.

We may be unable to achieve our growth objectives if we do not have the right level of efficiency and scalability in our processes and operations. We may experience difficulties in obtaining sufficient raw materials and manufacturing capacity ~~to produce our products~~, as well as delays in production and shipments, as our products are subject to risks associated with overseas sourcing and manufacturing. We could be required to continue to expand our sales and marketing, product development and distribution functions, to upgrade our ~~management~~ information systems and other processes and technology, and to obtain more space for our expanding workforce. ~~This~~Expansion ~~expansion~~ could increase the strain on our resources, and we could experience operating difficulties, including ~~difficulties~~ in hiring, training, and managing an increasing number of employees. These difficulties could result in the erosion of our brand image ~~which~~and ~~could have~~ a material adverse effect on our financial condition.

Changes in consumer shopping preferences, and shifts in distribution channels could materially impact our results of operations.

We operate an omni-channel retail model and aim to efficiently and effectively serve our guests in the ways most convenient to them. We operate a combination of physical retail locations and e-commerce services via our websites, other region-specific websites, ~~digital~~third-party online marketplaces, and mobile apps. The rapid rise of artificial intelligence ("AI")‑enabled shopping tools may reduce our control over consumer decision‑making and brand loyalty, as third‑party AI platforms increasingly influence product discovery and purchases on behalf of customers. Our physical retail locations remain a key part of our growth strategy and we view them as a valuable tool in helping us build our brand and product line as well as enabling our omni-channel capabilities. We plan to continue to expand square footage and open new company-operated stores to support our growth objectives. The diversion of sales from our company-operated stores could adversely impact our return on investment and could lead to impairment charges and store closures, including incurring lease exit costs. We could have difficulty in recreating the in-store experience through direct channels. Our failure to successfully integrate our digital and physical channels and respond to these risks might adversely impact our business and results of operations, as well as damage our reputation and brand. In addition, our channels have different operating margins and shifts to diversified distribution channels could negatively impact our overall operating margins and results of operations.

We are subject to risks associated with leasing retail and distribution space subject to long-term and non-cancelable leases.

We lease the majority of our stores ~~under~~and ~~operating~~many ~~leases~~of our distribution centers, and our inability to secure appropriate real estate or lease terms could impact our operations or ability to ~~grow~~deliver our products to the market. Our leases generally have initial terms of between two and 15 years, and generally can be extended in increments between two and five years, if at all. We generally cannot cancel these leases at our option. If an existing or new store is not profitable, and we decide to close it, as we have done in the past and may do in the future, we may nonetheless beremain ~~committed~~obligated ~~to perform our obligations~~ under the applicable lease including, among other things, paying the base rent for the balance of the lease term. Similarly, we may be committed to perform our obligations ~~under the applicable leases~~ even if current locations of our stores become unattractive as demographic patterns change. In addition, as ~~each of~~ our leases expire, we may fail to negotiate renewals, either on commercially acceptable terms or at all, which could require us to close stores in desirable locations.

We also lease the majority of our distribution centers and our inability to secure appropriate real estate or lease terms could impact our ability to deliver our products to the market.

Our business is affected by seasonality, which could result in fluctuations in our operating results.

Our business is affected by the ~~general~~ seasonal trends common to the retail apparel industry. Our annual net revenue is typically weighted more heavily toward our fourth fiscal quarter, reflecting ~~our historical strength in~~ sales during the holiday season in the Americas, while our operating expenses are more equally distributed throughout the year. ~~This~~Events ~~seasonality~~predominantly impacting our international net revenue, such as those related to Lunar New Year and Singles Day, can fall in different fiscal quarters from year to year. Seasonality, along with other factors that are beyond our control such as weather conditions and the effects of climate change, could adversely affect our business and cause our results of operations to fluctuate.

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factors that are beyond our control, including weather conditions and the effects of climate change, could adversely affect our business and cause our results of operations to fluctuate.

Risks related to information security and technology

We may be unable to safeguard against security breaches which could damage our customer relationships and result in significant legal and financial exposure.

As part of our normal operations, we receive confidential, proprietary, and personally identifiable information, including credit card information, and information about our customers, our employees, job applicants, and other third parties. Our business employs systems and websites that allow for the storage and transmission of this information. However, despite our safeguards and security processes and protections, security breaches could expose us to a risk of theft or misuse of this information, and could result in litigation and potential liability.

The retail industry, in particular, has been the target of many recent cyber-attacks. We may not have the resources or technical sophistication to anticipate, detect, or prevent rapidly evolving types of cyber-attacks. Attacks may be targeted at us, our vendors or customers, or others who have entrusted us with information. In addition, despite taking measures to safeguard our information security and privacy environment from security breaches, our customers and our business could still be exposed to risk. Actual or anticipated attacks may cause us to incur increasing costs including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants. Advances in artificial intelligence and other computer capabilities, new technological discoveries or other developments may result in the technology used by us to protect transaction or other data being breached or compromised. Measures we implement to protect against cyber-attacks may also have the potential to impact our customers' shopping experience or decrease activity on our websites by making them more difficult to use or requiring website downtime.

Data and security breaches can also occur as a result of non-technical issues including intentional or inadvertent breach by employees or persons with whom we have commercial relationships that result in the unauthorized release of personal or confidential information, and we may in some cases be held responsible for such incidents under evolving privacy laws. Any compromise or breach of our security could result in a violation of applicable privacy and other laws, significant legal and financial exposure, and damage to our brand and reputation or other harm to our business.

In addition, the increased use of employee-owned devices for communications as well as work-from-home arrangements present additional operational risks to our technology systems, including increased risks of cyber-attacks. Further, like other companies in the retail industry, we have in the past experienced, and we expect to continue to experience, cyber-attacks, including phishing, and other attempts to breach, or gain unauthorized access to, our systems. To date, these attacks have not had a material impact on our operations, but they may have a material impact in the future.

We are subject to an evolving cybersecurity and privacy regulatory environment, and failure to comply with new or existing requirements, including new federal cybersecurity incident disclosure obligations, could result in regulatory enforcement and further financial or reputational harm. Our cybersecurity insurance may not cover all losses or liabilities related to cyber-attacks. Furthermore, a sophisticated attack could persist undetected within our systems for an extended period before being discovered, potentially amplifying its impact.

Privacy and data protection laws increase our compliance burden.

We are subject to a variety of privacy and data protection laws and regulations that change frequently and have requirements that vary from jurisdiction to jurisdiction. For example, we are subject to significant compliance obligations under privacy laws such as the General Data Privacy Regulation ("GDPR") in the European Union, the Personal Information Protection and Electronic Documents Act (“PIPEDA”) in Canada, the California Consumer Privacy Act ("CCPA") modified by the California Privacy Rights Act (“CPRA”), and the Personal Information Protection Law (“PIPL”) in the People's Republic of China ("PRC")(1). Some privacy laws prohibit the transfer of personal information to certain other jurisdictions. We are subject to privacy and data protection audits or investigations by various government agencies. Our failure to comply with these laws subjects us to potential regulatory enforcement activity, fines, private litigation including class actions, and other costs. Our efforts to comply with privacy laws may complicate our operations and add to our compliance costs. A significant privacy breach or failure or perceived failure by us or our third-party service providers to comply with privacy or data protection laws, regulations, policies or regulatory guidance might have a materially adverse impact on our reputation, business operations and our financial condition or results of operations.

(1) PRC includes China Mainland, Hong Kong SAR, Taiwan, and Macau SAR.

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Disruption of our technology systems or unexpected network interruption could disrupt our business.

We are increasingly dependent on networks, technology systems, and third parties to operate our e-commerce websites, process transactions, respond to guest inquiries, manage inventory, purchase, sell and ship goods on a timely basis, and maintain cost-efficient operations. The failure of our technology systems to operate properly or effectively, problems with transitioning to upgraded or replacement systems, or difficulty in integrating new systems, could adversely affect our business. Our technology systems, websites, and operations of third parties on whom we rely, may encounter damage, slowdown, or disruption including complete outages caused by a failure to successfully upgrade systems, system failures, viruses, computer "hackers", natural disasters, or other causes. These could cause information, including data related to guest orders, to be lost or delayed which could, especially if the disruption or slowdown occurred during the holiday season, result in delays in the delivery of products to our stores and guests or lost sales, which could reduce demand for our products and cause our sales to decline. The concentration of our primary offices, several of our distribution centers, and a number of our stores along the west coast of North America could amplify the impact of a natural disaster occurring in that area to our business, including to our technology systems. In addition, if changes in technology cause our information systems to become obsolete, we do not effectively leverage artificial intelligence, or if our information systems are inadequate to handle our growth, we could lose guests. We have limited back-up systems and redundancies, and our technology systems and websites have experienced system failures and electrical outages in the past which have disrupted our operations. Any significant disruption in our technology systems or websites could harm our reputation and credibility, and could have a material adverse effect on our business, financial condition, and results of operations.

Our technology-based systems that give our customers the ability to shop with us online may not function effectively.

Many of our customers shop with us through our e-commerce websites and mobile apps. Increasingly, customers are using tablets and smart phones to shop online with us and with our competitors and to do comparison shopping. We are increasingly using social media and proprietary mobile apps to interact with our customers and as a means to enhance their shopping experience. Any failure on our part to provide attractive, effective, reliable, user-friendly e-commerce platforms that offer a wide assortment of merchandise with rapid delivery options and that continually meet the changing expectations of online shoppers could place us at a competitive disadvantage, result in the loss of e-commerce and other sales, harm our reputation with customers, have a material adverse impact on the growth of our e-commerce business globally and could have a material adverse impact on our business and results of operations.

Risks related to global economic, political, and regulatory conditions

Changes to U.S. tariff and customs policy, including the elimination of the de minimis exemption, have and may further materially increase product costs and negatively affect margins.

AsDuring ~~a result of the increased tariffs since April~~ 2025, the ~~cost of inventory in the~~ United States ~~has~~implemented ~~increased.~~a ~~The~~series ~~United~~of ~~States~~trade ~~also~~related ~~eliminated~~policies, including removing the de minimis ~~duty-free~~ exemption for ~~certain~~low-value shipments ~~effective~~imported ~~May~~into ~~2, 2025, and an Executive Order extends this elimination globally beginning August 29, 2025, with legislation enacted to repeal~~ the ~~statutory~~United ~~exemption entirely by July 1~~States, ~~2027.~~and ~~The~~implementing ~~countries from which we source the majority of our products are now subject to~~ higher tariffs onunder ~~imports~~different ~~into~~statutes, ~~the~~including ~~United~~under ~~States. Further,~~ the ~~majority of our sales to U~~IEEPA.S. ~~e-commerce~~These ~~guests~~changes ~~are~~in ~~currently~~the ~~fulfilled~~tariff ~~from distribution centers in Canada~~landscape, ~~and~~including ~~historically a significant proportion of these orders qualified for~~ the de minimis exemption. ~~The~~ removal, ofhad ~~this exemption increases the cost of fulfilling those orders. As~~ a ~~result,~~significant ~~more~~adverse ~~shipments~~effect ~~are~~on ~~now~~our ~~subject~~business ~~to duties, taxes,~~ and ~~customs~~results ~~procedures,~~of ~~which~~operations ~~increased~~in ~~product costs during the third quarter of~~ 2025, ~~and~~ which wecontinues ~~expect to continue~~ in ~~the fourth quarter of 2025 and into~~ 2026 ~~and beyond~~. ~~We are taking steps designed to mitigate some of the financial impact, although we expect the tariff and de minimis changes to adversely affect product costs, gross profit, and income from operations.~~

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On February 20, 2026, the U.S. Supreme Court invalidated tariffs imposed under the IEEPA. Immediately following this IEEPA decision, the U.S. Administration initiated new tariffs at different rates under alternative legislative powers. The U.S. Administration also confirmed that the IEEPA decision does not impact the removal of the de minimis exemption. We paid $230 million of tariffs under the IEEPA and have commenced submitting refund claims for eligible IEEPA tariffs paid, including associated interest. The ultimate amounts that we may recover remain uncertain. Additionally, our U.S. operating entity was named as a defendant in a purported consumer class action relating to alleged tariff-related pricing actions and potential governmental tariff reimbursements.

There has been significant volatility in U.S. tariff and customs policy recently, with frequent changes in rates, sudden elimination or reinstatement of exemptions, shifts in implementation dates, and reversals of prior actions. In addition, there is uncertainty around how tariff rules will be applied to goods routed through third countries (transshipment) and potential changes to the valuation methodology used to calculate duty, including the first sale declaration program in the United States. We utilize the first sale declaration program in the United States and the amount of duties we pay to import merchandise could increase if the program is eliminated, eligibility requirements are changed, or our ability to benefit from the program is limited. Changes in tariff and customs policy and legislation could affect the level of duties imposed and our overall product costs. This volatility makes it more difficult to forecast costs, plan our global supply chain, and provide reliable financial guidance. Policy changes often require rapid operational adjustments that can increase costs and reduce efficiency. Announcements of tariff and customs policy changes, as well as our disclosures of their potential impacts, have at times contributed to fluctuations in our stock price. We expect such volatility and uncertainty to continue, posing ongoing challenges to our operations, financial planning, and investor communications.

Macroeconomic volatility, inflationary pressures, and shifts in consumer sentiment may reduce demand for our products.

Our performance depends on consumers’ willingness and ability to purchase discretionary products. That willingness can be affected by general economic conditions and uncertainty regarding the overall future environment, tariffs, inflation, changes in interest rates, foreign exchange fluctuations, energy and fuel costs, employment levels, consumer debt, housing market trends, commodity price volatility, and tax policy changes. Geopolitical instability, public health crises, and other macroeconomic events can also weaken consumer confidence. In 2025, we experienced lower store traffic in the Americas, partially reflective of inflationary pressures and economic uncertainty weighing on discretionary spending. Prolonged or worsening macroeconomic volatility could reduce demand, impair our ability to achieve growth targets, and materially impact our net revenue, margins, and cash flows.

Global political and economic instability, ~~and~~including ~~related~~geopolitical ~~trade~~conflicts ~~actions~~and political polarization, could disrupt our operations and increase costs.

We operate and source products across multiple international markets, and our ability to manage a global supply chain depends on stable economic and political conditions. Global instability, trade disputes, changes in customs treatment including de minimis thresholds, alterations in duty or tariff levels, sanctions, embargoes, or other governmental actions may increase costs, lengthen lead times, or require us to adjust sourcing or distribution strategies. Legislation such as the Uyghur Forced Labor Prevention Act, and similar ~~measure~~measures in other jurisdictions, increases compliance obligations, supply chain due diligence requirements, and the risk of shipment delays or detentions. If additional trade restrictions or compliance requirements are enacted, or enforcement becomes more stringent, our sourcing, importation, and delivery capabilities could be materially affected, resulting in increased costs and operational disruptions. In addition, heightened geopolitical tensions, including conflicts in the Middle East and potential conflicts involving Taiwan or other regions where our suppliers are concentrated, could disrupt our supply of raw materials and finished goods. A significant portion of our technical fabrics originates from Taiwan, and any military conflict, trade embargo, or disruption affecting that region could materially impact our ability to source materials and fulfill customer orders. Political polarization in the United States has also led to increased consumer activism, brand boycotts, and public pressure campaigns targeting companies based on their perceived political or social positions. Whether or not we take public positions on social or political issues, we could face reputational harm, reduced consumer demand, or employee relations challenges if we are perceived as aligned or misaligned with particular viewpoints. These dynamics could adversely affect our brand, guest relationships, and results of operations.

~~Changes~~Trade torestrictions, tariffs, ~~customs rules,~~ and ~~other~~customs ~~trade~~changes ~~restrictions~~ could disrupt our supply chain and compress margins.

Our business depends on the efficient, predictable, and cost-effective movement of goods across borders. Governments may impose new tariffs, duties, quotas, customs regulations, or other trade restrictions, or modify the application of existing measures., ~~Changes~~including ~~can include~~ reductions in de minimis thresholds, new compliance requirements, or changes in enforcement priorities. These developments can increase product costs, delay shipments, disrupt sourcing, or require changes to our supply chain ~~organization~~. If we are unable to offset these impacts through pricing, sourcing adjustments, or other measures, our margins, operational efficiency, and customer satisfaction could be adversely affected. Any price increases intended to offset these added costs ~~could reduce consumer demand and negatively impact net revenue.~~

~~Changes in tax laws or unanticipated tax liabilities could adversely affect our effective income tax rate and profitability.~~35

We are subject to the income tax laws of the United States, Canada, China Mainland, and several other international jurisdictions. Our effective income tax rates could be unfavorably impacted by a number of factors, including changes in the mix of earnings amongst countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, new tax interpretations and guidance, the outcome of income tax audits in various jurisdictions around the world, and any repatriation of unremitted earnings for which we have not previously accrued applicable U.S. income taxes and international withholding taxes.

Repatriations from our Canadian subsidiaries are not subject to Canadian withholding taxes if such distributions are made as a return of capital. The extent to which the accumulated earnings of our Canadian subsidiaries can be repatriated as a return of capital is dependent on, among other things, the amount of paid-up-capital in our Canadian subsidiaries and transactions undertaken by our exchangeable shareholders.

Prior to 2022, we had not accrued for Canadian withholding taxes because the accumulated earnings of, or 'net investment' in, our Canadian subsidiaries was either indefinitely reinvested or could be repatriated as a return of capital without the payment of withholding taxes.

Since 2022, the net investment in our Canadian subsidiaries, which was not indefinitely reinvested, exceeded the paid-up capital and therefore we recognized Canadian withholding taxes on the portion of our net investment which we are unable to repatriate free of withholding tax.

In 2025, assuming there are no exchange transactions by our exchangeable shareholders, we will continue to recognize Canadian withholding taxes on the accumulated earnings of our Canadian subsidiaries which are not indefinitely reinvested.

We engage in a number of intercompany transactions across multiple tax jurisdictions. Although we believe that these transactions reflect the accurate economic allocation of profit and that proper transfer pricing documentation is in place, the profit allocation and transfer pricing terms and conditions may be scrutinized by local tax authorities during an audit and any resulting changes may impact our mix of earnings in countries with differing statutory tax rates. At the end of 2020, our bilateral Advance Pricing Arrangement ("APA") with the Internal Revenue Service and the Canada Revenue Agency expired.

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~~This~~could ~~APA~~reduce ~~stipulated~~consumer ~~the~~demand, ~~allocation~~negatively ofimpact ~~certain~~net ~~profits between the U.S. and Canada. During 2020~~revenue, ~~we entered into bilateral negotiations with the Internal Revenue Service ("IRS")~~ and ~~Canada~~expose ~~Revenue~~us ~~Agency ("CRA")~~ to ~~renew~~consumer ~~the APA~~claims, ~~and~~regulatory ~~in October 2025~~scrutiny, weor ~~were notified by the CRA they have withdrawn from the APA process~~litigation. WeTrade ~~continue~~policy tovolatility, ~~apply~~including ~~the~~frequent ~~transfer~~changes ~~pricing methodology that was outlined~~ in ~~the~~rates, ~~withdrawn~~sudden ~~APA~~elimination ~~for~~or ~~the~~reinstatement ~~years~~of ~~2021 through 2025~~exemptions, ~~but~~shifts ~~this~~in ~~methodology~~implementation ~~may be subject to audit~~dates, and ~~which~~uncertainty ~~could~~around ~~result~~transshipment inrules, amakes ~~change~~it tomore ~~the~~difficult ~~profit~~to ~~allocation~~forecast ~~and~~costs, ~~impact~~plan our ~~effective~~global ~~tax~~supply ~~rate.~~chain, ~~We are also in the process of negotiating an APA with China Mainland's State Tax Administration~~ and ~~any~~provide ~~final~~reliable ~~agreed~~financial ~~upon terms and conditions thereof could impact our effective tax rate~~guidance.

Current economic and political conditions make tax rules in any jurisdiction, including the United States, Canada, and China Mainland, subject to significant change. Changes in applicable U.S., Canadian, Chinese, or other international tax laws and regulations, or their interpretation and application, including the possibility of retroactive effect, could affect our income tax expense and profitability, as they did in fiscal 2017 and fiscal 2018 upon passage of the U.S. Tax Cuts and Jobs Act, and in 2020 with the passage of the Coronavirus Aid, Relief, and Economic Security Act. Certain provisions of the One Big Beautiful Bill Act that was passed on July 4, 2025 and the Inflation Reduction Act passed in 2022, including a 15% corporate alternative minimum tax, as well as the similar 15% global minimum tax under the Organization for Economic Cooperation and Development's Pillar Two Global Anti-Base Erosion Rules, may impact our income tax expense, profitability, and capital allocation decisions in the future.

Our failure to comply with trade and other regulations could lead to investigations or actions by government regulators and negative publicity.

The labeling, distribution, importation, marketing, and sale of our products, as well as components of our products, including chemicals, are subject to ~~extensive~~ regulation by various regulatory bodies. These include federal agencies such as the Federal Trade Commission, Consumer Product Safety Commission and state attorneys general in the United States, the Competition Bureau and Health Canada in Canada, the State Administration for Market Regulation of the People's Republic of China ("PRC")(1), General Administration of Customs of the PRC, as well as other federal, state, provincial, local, and international regulatory authorities in the countries in which our products are distributed or sold. Our ability to track and respond to regulations may not be sufficient to meet the increased number and complexity of regulations we are subject to globally. If we fail to comply with any of these regulations, we could become subject to enforcement actions or the imposition of significant penalties or claims, which could harm our results of operations or our ability to conduct our business. In addition, any audits and inspections by governmental agencies related to these matters could negatively impact our brand regardless of the outcome, and could result in significant settlement amounts, damages, fines, or other penalties, divert financial and management resources, and result in significant legal fees. An unfavorable outcome of any particular proceeding could have an adverse impact on our business, financial condition, and results of operations. In addition, the adoption of new regulations or changes in the interpretation of existing regulations, or changes in consumer perceptions of the components of our products, may result in significant compliance costs or discontinuation of product sales and could impair the marketing of our products, resulting in significant loss of net revenue.

Our international operations are also subject to compliance with the U.S. Foreign Corrupt Practices Act ("FCPA") and other anti-bribery laws applicable to our operations. In many countries, particularly in those with developing economies, it may be a local custom that businesses operating in such countries engage in business practices that are prohibited by the FCPA or other U.S. and international laws and regulations applicable to us. As we expand our operations across multiple jurisdictions, we could be subject to conflicting laws, or differing consumer sentiment on application of laws, that could lead to non-compliance which could have an adverse effect on our operations. Although we have implemented procedures designed to ensure compliance with the FCPA and similar laws, some of our employees, agents, or other partners, as well as those companies to which we outsource certain of our business operations, could take actions in violation of our policies. Any such violation could have a material and adverse effect on our business.

As we expand internationally, we are subject to complex employee regulations, and if we fail to comply with these regulations, we could be subject to enforcement actions or negative employee relations which could harm our results of operations.

~~Because~~Changes ~~a significant portion of our net revenue and expenses are generated~~ in ~~countries~~tax ~~other~~laws, ~~than~~transfer ~~the United States~~pricing, ~~fluctuations~~or inunanticipated ~~foreign~~tax ~~currency~~liabilities ~~exchange~~could ~~rates~~adversely ~~have~~affect ~~affected~~ our ~~results~~effective ofincome ~~operations~~tax rate and ~~may continue to do so in the future~~profitability.

~~The~~We ~~functional~~are ~~currency~~subject ofto ~~our~~the ~~international~~income ~~subsidiaries~~tax islaws ~~generally~~of the ~~applicable~~United ~~local~~States, ~~currency~~Canada, China Mainland, and other international jurisdictions. Our ~~consolidated~~effective ~~financial~~income ~~statements~~tax ~~are~~rates ~~presented~~could inbe ~~U.S.~~unfavorably ~~dollars.~~impacted ~~Therefore,~~by changes in the ~~net~~mix ~~revenue,~~of ~~expenses,~~earnings ~~assets~~amongst countries with differing statutory tax rates, ~~and~~changes ~~liabilities~~in the valuation of ~~our~~deferred ~~international~~tax ~~subsidiaries~~assets ~~are~~and ~~translated~~liabilities, ~~from~~changes ~~their~~in ~~functional~~tax ~~currencies~~laws, ~~into~~new ~~U.S.~~tax ~~dollars.~~interpretations ~~Fluctuations~~and inguidance, the ~~value~~outcome of ~~the~~income ~~U.S.~~tax ~~dollar~~audits, ~~affect~~and ~~the~~any ~~reported~~repatriation ~~amounts~~ of ~~net~~unremitted ~~revenue,~~earnings ~~expenses,~~for ~~assets,~~which ~~and~~we ~~liabilities.~~have ~~Foreign~~not ~~currency~~previously ~~exchange~~accrued ~~differences~~applicable income taxes and withholding taxes.

46Repatriations from our Canadian and Hong Kong subsidiaries may be subject to withholding taxes depending on the amount of paid-up capital available. Since 2022 and 2026, we have recognized withholding taxes on accumulated earnings from our Canadian and Hong Kong subsidiaries, respectively, which are not indefinitely reinvested and cannot be repatriated free of withholding tax. We expect to continue recognizing such taxes.

We engage in a number of intercompany transactions across multiple tax jurisdictions. Although we believe that these transactions reflect the accurate economic allocation of profit, the profit allocation and transfer pricing terms may be scrutinized by local tax authorities during an audit, and any resulting changes may impact our mix of earnings in countries with differing statutory tax rates. Our bilateral Advance Pricing Arrangement ("APA") with the Internal Revenue Service ("IRS") and Canada Revenue Agency ("CRA") expired at the end of 2020. During 2020, we entered into bilateral negotiations with the IRS and CRA to renew the APA, and in October 2025, the CRA withdrew from bilateral APA negotiations. We continue to apply

(1) PRC includes China Mainland, Hong Kong SAR, Taiwan, and Macau SAR.

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~~which~~our ~~arise~~transfer onpricing ~~translation~~methodology, ofbut this may be subject to audit, and could result in changes to our ~~international~~profit ~~subsidiaries'~~allocation ~~balance~~and ~~sheets~~effective ~~into~~tax Urate.S. ~~dollars~~We are ~~recorded~~in asthe ~~other~~process ~~comprehensive~~of ~~income~~reapplying ~~(loss),~~under ~~net~~the ofAPA ~~tax~~program and intend to file a new APA submission with the CRA and IRS in ~~accumulated~~fiscal ~~other~~2026. ~~comprehensive~~We ~~income~~are oralso ~~loss~~negotiating ~~within~~an ~~stockholders~~APA with China Mainland's ~~equity.~~State Tax Administration, the outcome of which could impact our effective tax rate.

WeCurrent ~~also~~economic ~~have~~and ~~exposure~~political conditions make tax rules in any jurisdiction subject to ~~changes~~significant change. Changes in ~~foreign~~applicable ~~currency~~U.S., ~~exchange~~Canadian, ~~rates~~Chinese, ~~associated~~or ~~with~~other ~~transactions~~international ~~which~~tax ~~are~~laws ~~undertaken~~and byregulations, or their interpretation, including the possibility of retroactive effect, could affect our ~~subsidiaries~~income intax ~~currencies~~expense ~~other~~and ~~than~~profitability. ~~their~~On ~~functional~~July ~~currency~~4, 2025, the U.S. ~~Such~~passed ~~transactions~~the ~~include~~One ~~intercompany~~Big ~~transactions~~Beautiful ~~and~~Bill ~~inventory~~Act ~~purchases~~("OBBBA"), ~~denominated~~which inincludes ~~currencies~~the ~~other~~permanent ~~than~~extension of certain provisions of the ~~functional~~Tax ~~currency~~Cuts and Jobs Act of 2017, the ~~purchasing~~immediate ~~entity.~~expensing Asof adomestic ~~result~~research and experimental expenditures, wethe ~~have~~reinstatement ~~been~~of ~~impacted~~accelerated bydepreciation for qualified property, and modifications to the international tax provisions including changes into the global intangible low-tax income ("GILTI"), the foreign-derived ~~currency~~intangible ~~exchange~~income ~~rates~~("FDII") and ~~may~~the bebase ~~impacted~~erosion and anti-abuse tax ("BEAT") provisions. On January 5, 2026, the Organization for Economic Cooperation and Development ("OECD") released administrative guidance containing a Side-by-Side ("SbS") system which modifies the ~~foreseeable~~operation ~~future~~of the OECD's Pillar Two Global Anti-Base Erosion ("GloBE") Model Rules. The ~~potential~~SbS system provides a safe harbor for multinational enterprise ("MNE") groups with an ultimate parent entity in the United States, which will exempt a U.S. headquartered MNE group from the application of two of the three Pillar Two top-up taxes. We are currently evaluating the impact of ~~currency~~these ~~fluctuation~~tax ~~increases~~law aschanges on our ~~international~~financial ~~expansion~~statements, ~~increases~~and they may impact our income tax expense, profitability, and capital allocation decisions.

~~Although~~Because wea ~~use~~significant ~~financial~~portion ~~instruments~~of toour ~~hedge~~net ~~certain~~revenue ~~foreign~~and ~~currency~~expenses ~~risks,~~are ~~these~~generated ~~measures~~in ~~may~~countries ~~not~~other ~~succeed~~than the United States, fluctuations in ~~fully~~foreign ~~offsetting~~currency ~~the~~exchange ~~negative~~rates ~~impact~~have affected our results of ~~foreign~~operations ~~currency~~and ~~rate~~may ~~movements~~continue to do so in the future.

The functional currency of our international subsidiaries is generally the applicable local currency. Our consolidated financial statements are presented in U.S. dollars. Therefore, the net revenue, expenses, assets, and liabilities of our international subsidiaries are translated from their functional currencies into U.S. dollars. Fluctuations in the U.S. dollar exchange rates affect the reported amounts of net revenue, expenses, assets, and liabilities.

We also have exposure to changes in foreign currency exchange rates associated with transactions which are undertaken by our subsidiaries in currencies other than their functional currency. These include intercompany transactions and inventory purchases denominated in currencies other than the functional currency of the purchasing entity. As a result, we have been impacted by changes in foreign currency exchange rates and may be impacted for the foreseeable future. The potential impact of currency fluctuation increases as our international expansion increases.

Although we use financial instruments to hedge certain foreign currency risks, these measures may not fully offset the negative impact of foreign currency rate movements.

We are exposed to credit-related losses in the event of nonperformance by the counterparties to forward currency contracts used in our hedging strategies.

Our financial condition could be adversely affected by ~~global~~public ~~or regional~~ health ~~events such as the COVID-19 pandemic and related government, private sector, and individual consumer responsive actions~~crises.

The ~~COVID-19~~occurrence ~~pandemic~~of ~~negatively~~global ~~impacted~~or ~~the~~regional ~~global~~public ~~economy~~health crises, ~~disrupted~~such ~~consumer~~as ~~spending~~pandemics or epidemics, and ~~global~~the ~~supply~~related ~~chains,~~governmental and ~~created~~private ~~significant~~sector ~~volatility~~responses, could reduce store traffic and ~~disruption~~consumer ofspending, ~~financial~~result ~~markets.~~in ~~The~~temporary ~~COVID-19~~or ~~pandemic~~permanent ~~and~~closures ~~related~~of ~~government~~retail locations, ~~private~~offices, ~~sector~~and factories, and ~~individual~~negatively ~~consumer~~impact ~~responsive~~the ~~actions~~flow ~~negatively~~of ~~impacted~~goods. ~~our~~Such ~~business~~events could cause health officials to impose restrictions and recommend precautions that disrupt our operations, ~~store~~reduce ~~traffic~~consumer willingness to visit stores, and negatively affect employee availability,. ~~supply~~Health ~~chain,~~events ~~financial~~may ~~condition~~also cause long-term changes to consumer shopping behavior, ~~liquidity~~preferences, and ~~cash~~demand ~~flows.~~for our products.

The occurrence or resurgence of global or regional health events such as the COVID-19 pandemic, and the related governmental, private sector and individual consumer responses, could contribute to a recession, depression, or global economic downturn, reduce store traffic and consumer spending, result in temporary or permanent closures of retail locations, offices, and factories, and could negatively impact the flow of goods. Such events could cause health officials to impose restrictions and recommend precautions to mitigate the health crisis such as the temporary closure of our stores, limitations on the number of guests allowed in our stores at any single time, minimum physical distancing requirements, and limited operating hours. A health event such as the COVID-19 pandemic could also negatively impact our employees, guests, and brand by reducing consumer willingness to visit stores, malls, and lifestyle centers, and employee willingness to staff our stores. A global or regional health event may also cause long-term changes to consumer shopping behavior, preferences and demand for our products that may have a material adverse effect on our business.

A global or regional health event such as the COVID-19 pandemic could significantly and adversely impact our supply chain if the factories that manufacture our products, the distribution centers where we manage our inventory, or the operations of our logistics and other service providers are disrupted, temporarily closed, or experience worker shortages.

Risks related to our supply chain

Disruptions of our supply chain, which is dependent on international suppliers, could have a material adverse effect on our operating and financial results.

Disruption of our supply chain capabilities due to trade restrictions, political instability, war (including the conflicts in the Middle East), terrorism, severe weather, natural disasters, public health crises, ~~war, terrorism,~~ product recalls, labor supply shortages or stoppages, the financial or operational instability of key suppliers and carriers, changes in diplomatic or trade relationships (including any sanctions, restrictions, tariffs, and other responses such as those related to current geopolitical events), or other reasons could impair our ability to distribute our products. To the extent we are unable to mitigate the likelihood or potential impact of such events, there could be a material adverse effect on our operating and financial results.

~~We rely on international suppliers and any significant disruption to our supply chain could impair our ability to procure or distribute our products.~~37

We do not manufacture our products or raw materials and rely on suppliers and manufacturers located predominantly in APAC and China Mainland. We also source other materials used in our products, including items such as content labels, elastics, buttons, clasps, and drawcords, from suppliers located primarily in this region. Based on cost, during 2024:

•Approximately 40% of our products were manufactured in Vietnam, 17% in Cambodia, 11% in Sri Lanka, 11% in Indonesia, and 7% in Bangladesh, and the remainder in other regions.

•Approximately 35% of the fabric used in our products originated from Taiwan, 28% from China Mainland, 11% from South Korea, and the remainder from other regions.

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In addition, we do not manufacture our products or raw materials and rely on suppliers and manufacturers located predominantly in APAC and China Mainland. We also source other materials used in our products, including items such as content labels, elastics, buttons, clasps, and drawcords, from suppliers located primarily in this region. Based on cost, during 2025:

•Approximately 40% of our products were manufactured in Vietnam, 18% in Cambodia, 11% in Sri Lanka, 11% in Indonesia, and 7% in Bangladesh, and the remainder in other regions; and

•Approximately 34% of the fabric used in our products originated from Taiwan, 29% from China Mainland, 10% from South Korea, 10% from Vietnam, and the remainder from other regions. Our concentration of fabric sourcing in Taiwan exposes us to geopolitical risks, including the possibility of military conflict, trade restrictions, or disruptions affecting that region.

The entire apparel industry, including our company, could face supply chain challenges as a result of the impacts of global public health crises, political instability, inflationary pressures, macroeconomic conditions, and other factors, including reduced freight availability and increased costs, port disruption, manufacturing facility closures, and related labor shortages and other supply chain disruptions.

Our supply chain capabilities may be disrupted due to these or other factors, such as severe weather, natural disasters, war or other military conflicts, terrorism, labor supply shortages or stoppages, the financial or operational instability of key suppliers or the countries in which they operate, or changes in diplomatic or trade relationships (including any sanctions, restrictions, and other responses to geopolitical events). Any significant disruption in our supply chain capabilities could impair our ability to procure or distribute our products, which would adversely affect our business and results of operations.

A relatively small number of vendors supply and manufacture a significant portion of our products, and losing one or more of these vendors could adversely affect our business and results of operations.

Many of the specialty fabrics used in our products are technically advanced textile products developed and manufactured by third parties and may be available, in the short- term, from only one or a limited number of sources. We have no long-term contracts with any of our suppliers or manufacturers for the production and supply of our raw materials and products, and we compete with other companies for fabrics, other raw materials, and production. During ~~2024~~2025, we worked with approximately 5251 vendors to manufacture our products and 6765 suppliers to provide the fabric for our products. Based on cost, during ~~2024~~2025:

•Approximately 4947% of our products were manufactured by our top five vendors, the largest of which produced approximately 15% of our products; and

•Approximately 5248% of our fabrics were produced by our top five fabric suppliers, the largest of which produced approximately 1820% of fabric used.

We have experienced, and may in the future experience, a significant disruption in the supply of fabrics or raw materials and may be unable to locate alternative suppliers of comparable quality at an acceptable price, or at all. In addition, if we experience significant increased demand, or if we need to replace an existing supplier or manufacturer, we may be unable to locate additional supplies of fabrics or raw materials or additional manufacturing capacity on terms that are acceptable to us, or at all, or we may be unable to locate any supplier or manufacturer with sufficient capacity to meet our requirements or fill our orders in a timely manner. Identifying a suitable supplier is an involved process that requires us to become satisfied with its quality control, responsiveness and service, financial stability, and labor and other ethical practices. Even if we are able to expand existing or find new manufacturing or fabric sources, we may encounter delays in production and added costs as a result of the time it takes to train our suppliers and manufacturers in our methods, products, and quality control standards.

Our supply of fabric or manufacture of our products could be disrupted or delayed by economic or political or global health conditions, and the related government and private sector responsive actions such as closures, restrictions on product shipments, and travel restrictions. Delays related to supplier changes could also arise due to an increase in shipping times if new suppliers are located farther away from our markets or from other participants in our supply chain. In addition, freight capacity issues continue to persist worldwide as there is much greater demand for shipping and reduced capacity and equipment. Any delays, interruption, or increased costs in the supply of fabric or manufacture of our products could have an adverse effect on our ability to meet guest demand for our products and result in lower net revenue and income from operations both in the short and long term.

~~Our business could be harmed if our suppliers and manufacturers do not comply with our Vendor Code of Ethics or applicable laws.~~38

While we require our suppliers and manufacturers to comply with our Vendor Code of Ethics, which includes labor, health and safety, and environment standards, we do not control their operations. If suppliers or contractors do not comply with these standards or applicable laws or there is negative publicity regarding the production methods of any of our suppliers or manufacturers, even if unfounded or not specific to our supply chain, our reputation and sales could be adversely affected, we could be subject to legal liability, or could cause us to contract with alternative suppliers or manufacturing sources.

The fluctuating cost of raw materials could increase our cost of goods sold.

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~~currencies~~Our ofbusiness ~~producer~~could ~~versus~~be ~~consumer~~harmed ~~countries,~~if ~~and other factors that are generally unpredictable and beyond~~ our ~~control.~~suppliers ~~Any~~ and ~~all~~manufacturers ofdo ~~these~~not ~~factors~~comply ~~may~~with be exacerbated by global climate change. In addition, political instability, trade relations, sanctions, inflationary pressure, or other geopolitical or economic conditions could cause raw material costs to increase and have an adverse effect on our ~~future~~Vendor ~~margins.~~Code ~~Increases in the cost~~ of ~~raw~~Ethics ~~materials, including petroleum~~ or ~~the~~applicable ~~prices we pay for silver and our cotton yarn and cotton-based textiles, could have a material adverse effect on our cost of goods sold, results of operations, financial condition, and cash flows~~laws.

While we require our suppliers and manufacturers to comply with our Vendor Code of Ethics, which includes labor, health and safety, and environmental standards, we do not control their operations. If they do not comply with these standards or applicable laws or there is negative publicity regarding the production methods of any of our suppliers or manufacturers, even if unfounded or not specific to our supply chain, our reputation and sales could be adversely affected, we could be subject to legal liability, or could cause us to contract with alternative suppliers or manufacturing sources.

The fluctuating cost of raw materials and the cost of producing our products could increase our cost of goods sold.

The fabrics used to make our products include synthetic fabrics whose raw materials include petroleum-based products. Our products also include silver and natural fibers, including cotton. Our costs for raw materials are affected by, among other things, weather, consumer demand, speculation on the commodities market, the relative valuations and fluctuations of the currencies of producer versus consumer countries, and other factors that are generally unpredictable and beyond our control. Any and all of these factors may be exacerbated by global climate change. In addition, political instability, trade relations, sanctions, inflationary pressure, or other geopolitical or economic conditions could cause raw material costs to increase or impact availability and have an adverse effect on our future margins. Increases in the cost of raw materials, including petroleum or the prices we pay for silver and our cotton yarn and cotton-based textiles, could have a material adverse effect on our cost of goods sold, results of operations, financial condition, and cash flows.

A significant portion of our products are produced in South and South East Asia, and increases in the costs of labor and other costs of doing business in the countries in this region could significantly increase our costs to produce our products and could have a negative impact on our operations and earnings. Factors that could negatively affect our business include labor shortages and increases in labor costs, labor disputes, pandemics, the impacts of climate change, difficulties and additional costs in transporting products manufactured from these countries to our distribution centers and significant revaluation of the currencies used in these countries, which may result in an increase in the cost of producing products. Also, the imposition of trade sanctions or other regulations against products imported by us from, or the loss of "normal trade relations" status with any country in which our products are manufactured, could significantly increase our cost of products and harm our business.

If we encounter problems with our distribution system, our ability to deliver our products to the market and to meet guest expectations could be harmed.

We rely on our distribution facilities for ~~substantially all of~~ our product distribution. ~~Our~~They ~~distribution~~utilize ~~facilities~~and ~~include~~rely on computer controlled and automated equipment, which means their operations may be subject to a number of risks related to ~~security or computer viruses~~malware, the proper operation of software and hardware, electronic or power interruptions, or other system failures. In addition, our operations could also be interrupted by labor ~~difficulties~~shortages and disruptions, pandemics, the impacts of climate change, extreme or severe weather conditions or by floods, fires, or other natural disasters near our distribution centers. The concentration of our primary offices, several of our distribution centers, and a number of our stores along the west coast of North America could amplify the impact of a natural disaster occurring in that area to our business. If we encounter problems with our distribution system, our ability to meet guest expectations, manage inventory, complete sales, and achieve objectives for operating efficiencies could be harmed.

~~Increasing~~Risks ~~labor~~related ~~costs~~to ~~and~~information ~~other~~security ~~factors associated with the production of our products in South Asia~~ and ~~South East Asia could increase the costs to produce our products.~~technology

AWe ~~significant~~may ~~portion~~be ofunable ~~our products are produced in South Asia and South East Asia and increases in the costs of labor and other costs of doing business in the countries in this area could significantly increase our costs~~ to ~~produce~~safeguard ~~our~~against ~~products~~security ~~and~~breaches ~~could~~which ~~have a negative impact on our operations and earnings. Factors that~~ could ~~negatively~~damage ~~affect~~ our ~~business~~customer ~~include~~relationships ~~labor shortages~~ and ~~increases~~result in ~~labor costs, labor disputes, pandemics, the impacts of climate change, difficulties and additional costs in transporting products manufactured from these countries to our distribution centers and~~ significant ~~revaluation~~legal of the currencies used in these countries, which may result in an increase in the cost of producing products. Also, the imposition of trade sanctions or other regulations against products imported by us from, or the loss of "normal trade relations" status with any country in which our products are manufactured, could significantly increase our cost of products and ~~harm~~financial ~~our business~~exposure.

We receive and maintain confidential, proprietary, and personally identifiable information including, for example, credit card information, and information about our customers, our employees, job applicants, and other third parties. Our business employs systems and websites that allow for the storage, transmission, and safeguarding of this information. However, despite our safeguards and security processes and protections, security breaches could occur and expose us to a risk of theft or misuse of this information, and could result in litigation and potential liability.

The retail industry has been the target of recent cyberattacks. We may not have the resources or technical sophistication to anticipate, detect, or prevent rapidly evolving types of cyberattacks. Attacks may be targeted at us, our vendors or customers, or others who have entrusted us with information. In addition, despite taking measures to safeguard our information security and privacy environment from security breaches, our customers and our business, including our supply chain, could still be exposed to risk. Actual or anticipated attacks may cause us to incur increasing costs including to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants.

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We have in the past experienced, and we expect to continue to experience, cyberattacks, including phishing, and other attempts to breach, or gain unauthorized access to, our systems. Although these attacks have not had a material impact on our operations to date, they may in the future. In addition, the increased use of employee-owned devices for communications as well as work-from-home arrangements present additional operational risks to our technology systems, including increased risks of cyberattacks. Advances in AI and other technological developments could increase the sophistication of cyberattacks and may result in the technology used by us to protect transaction or other data being breached or compromised. In addition, our increasing use of AI tools and technologies, including generative AI, introduces new security risks, such as the potential for adversarial manipulation of AI models, unintended data exposure through AI systems, or reliance on AI outputs that may be inaccurate or biased. Measures we implement to protect against cyberattacks may also have the potential to impact our customers' shopping experience or decrease activity on our websites by making them more difficult to use or requiring website downtime.

Data and security breaches can also occur as a result of non-technical issues including intentional or inadvertent breach, including by misusing AI, by employees or persons with whom we have commercial relationships, that result in the unauthorized release or use of personal or confidential information, and we may in some cases be held responsible for such incidents under evolving privacy laws. Any compromise or breach of our security could result in a violation of applicable privacy and other laws, significant legal and financial exposure, and damage to our brand and reputation or other harm to our business.

We are subject to an evolving cybersecurity, privacy, and AI regulatory environment, and failure to comply with new or existing requirements, including federal cybersecurity incident disclosure obligations, could result in regulatory enforcement and further financial or reputational harm. Emerging laws and regulations governing AI, including the European Union AI Act, China's generative AI regulations, and potential U.S. federal and state AI legislation, may impose new compliance obligations, restrict certain uses of AI technology, or require transparency regarding AI-driven decision-making. Data localization and sovereignty requirements in certain jurisdictions may require us to store and process data locally, increasing operational complexity and costs. Sovereign AI initiatives, under which governments require AI systems to be developed, trained, or operated within national borders using local data, could limit our ability to deploy centralized AI tools globally and may require significant investment in region-specific infrastructure. Our cybersecurity insurance may not cover all losses or liabilities related to cyberattacks. Furthermore, a sophisticated attack could persist undetected within our systems for an extended period before being discovered, potentially amplifying its impact.

Privacy and data protection laws increase our compliance burden.

We are subject to a variety of privacy and data protection laws and regulations that change frequently and have requirements that vary across jurisdictions. For example, we are subject to obligations under privacy laws such as the General Data Protection Regulation ("GDPR") in the European Union, the Personal Information Protection and Electronic Documents Act (“PIPEDA”) in Canada, the California Consumer Privacy Act ("CCPA") as modified by the California Privacy Rights Act (“CPRA”), and the Personal Information Protection Law (“PIPL”) in the PRC. Some privacy laws prohibit or restrict the transfer of personal information to certain other jurisdictions and may require data localization. We are subject to privacy and data protection audits or investigations by various government agencies. Our efforts to comply with privacy laws may complicate our operations and add to our compliance costs. A significant breach or failure or perceived failure by us or our third-party service providers to comply with these laws, regulations, policies or regulatory guidance may subject us to potential regulatory enforcement activity, fines, private litigation including class actions, and other costs and might have a materially adverse impact on our reputation, business operations, financial condition, or results of operations.

Disruption of our technology systems or unexpected network interruption could disrupt our business.

We are dependent on networks, technology systems, and third parties to operate our e-commerce websites, process transactions, respond to guest inquiries, manage inventory, purchase, sell and ship goods, and maintain cost-efficient operations. The failure of our technology systems to operate properly or effectively, problems with transitioning to upgraded or replacement systems, or difficulty in integrating new systems, could adversely affect our business. In addition, if changes in technology cause our information systems to become obsolete, we do not effectively leverage AI, or if our information systems are inadequate to handle our operations, we could lose guests.

Our technology systems, websites, and operations of third parties on whom we rely, may encounter damage, slowdown, or disruption including complete outages caused by a failure to upgrade systems, system failures, malware, computer hackers including cyberattacks assisted by AI, natural disasters, or other causes. These could cause information, including data related to guest orders, to be lost or delayed which could, especially if the disruption or slowdown occurred during the holiday season, result in delays in the delivery of products to our stores and guests or lost sales, which could reduce demand for our products and cause our sales to decline. Any significant disruption in our technology systems or

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websites could harm our reputation and credibility, and could have a material adverse effect on our business, financial condition, and results of operations.

Our technology-based systems that give our customers the ability to shop with us online may not function effectively.

Many of our customers shop through our e-commerce websites and mobile apps, and we use social media in addition to these websites and apps to interact with our customers and to enhance their shopping experience. We may not efficiently and effectively implement and leverage technological advancements such as AI to support these interactions, which could have an adverse impact on our results of operations if our competitors are more effective than us, if this disrupts our operations, or if this leads to increased operating costs. Any failure on our part to provide attractive, effective, reliable, user-friendly e-commerce platforms that offer a wide assortment of merchandise with rapid delivery options and that continually meet the changing expectations of shoppers could place us at a competitive disadvantage, result in the loss of e-commerce and other sales, harm our reputation with customers, have a material adverse impact on the growth of our e-commerce business globally, and could have a material adverse impact on our business and results of operations.

Risks related to intellectual property

Our fabrics and manufacturing technology generally are not patented and can be imitated by our competitors. If our competitors sell products similar to ours at lower prices, our net revenue and profitability could suffer.

The intellectual property rights in the technology, fabrics, and processes used to manufacture our products generally are owned or controlled by our suppliers and are generally not unique to us. Our ability to obtain intellectual property protection for our products is therefore limited. We hold limited patents and exclusive intellectual property rights in the technology, fabrics or processes underlying our products. As a result, our current and future competitors are able to manufacture and sell products with performance characteristics, fabrics and styling similar to our products. Because many of our competitors have significantly greater financial, distribution, marketing, and other resources than we do, they may be able to manufacture and sell products based on our fabrics and manufacturing technology at lower prices than we can. If our competitors sell products similar to ours at lower prices, our net revenue and profitability could suffer.

Our failure or inability to protect our intellectual property rights could diminish the value of our brand and weaken our competitive position.

We currently rely on a combination of patent, copyright, trademark, trade dress, trade secret, and unfair competition laws, as well as confidentiality procedures and licensing arrangements, to establish and protect our intellectual property rights. The steps we take to protect our intellectual property rights may not be adequate to prevent infringement of these rights by others, including imitation of our products and misappropriation of our brand. In addition, any of our intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable, or our intellectual property protection may be unavailable or limited in some international countries where laws or law enforcement practices may not protect our intellectual property rights as fully as in the United States or Canada, and it may be more difficult for us to successfully challenge the use of our intellectual property rights by other parties in these countries. If we fail to protect and maintain our intellectual property rights, the value of our brand could be diminished, and our competitive position may suffer.

49Our trademarks, patents, and other proprietary rights could potentially conflict with the rights of others, and we may be prevented from selling some of our products.

Our success depends in large part on our brand image. We believe that our trademarks, patents, and other proprietary rights have significant value and are important to identifying and differentiating our products from those of our competitors and creating and sustaining demand for our products. We have applied for and obtained some United States, Canada, and international trademark registrations and patents, and will continue to evaluate additional trademarks and patents as appropriate. However, some or all of these pending trademark or patent applications may not be approved by the applicable governmental authorities. Moreover, even if the applications are approved, third parties may seek to oppose or otherwise challenge these applications or registrations. Additionally, we may face obstacles as we expand our product line and the geographic scope of our sales and marketing. Third parties may assert intellectual property claims against us, particularly as we expand our business and the number of products we offer. Our defense of any claim, regardless of its merit, could be expensive and time-consuming and could divert management resources. Successful infringement claims against us could result in significant monetary liability or prevent us from selling some of our products. In addition, resolution of claims may require us to redesign our products, license rights from third parties, or cease using those rights altogether. Any of these events could harm our business and cause our results of operations, liquidity, and financial condition to suffer.

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Our trademarks, patents, and other proprietary rights could potentially conflict with the rights of others and we may be prevented from selling some of our products.

Our success depends in large part on our brand image. We believe that our trademarks, patents, and other proprietary rights have significant value and are important to identifying and differentiating our products from those of our competitors and creating and sustaining demand for our products. We have applied for and obtained some United States, Canada, and international trademark registrations and patents, and will continue to evaluate additional trademarks and patents as appropriate. However, some or all of these pending trademark or patent applications may not be approved by the applicable governmental authorities. Moreover, even if the applications are approved, third parties may seek to oppose or otherwise challenge these applications or registrations. Additionally, we may face obstacles as we expand our product line and the geographic scope of our sales and marketing. Third parties may assert intellectual property claims against us, particularly as we expand our business and the number of products we offer. Our defense of any claim, regardless of its merit, could be expensive and time consuming and could divert management resources. Successful infringement claims against us could result in significant monetary liability or prevent us from selling some of our products. In addition, resolution of claims may require us to redesign our products, license rights from third parties, or cease using those rights altogether. Any of these events could harm our business and cause our results of operations, liquidity, and financial condition to suffer.

We have been, and in the future may be, sued by third parties for alleged infringement of their proprietary rights.

There is considerable patent and other intellectual property development activity in our market, and litigation, based on allegations of infringement or other violations of intellectual property, is frequent in the fitness and technology industries. Furthermore, it is common for individuals and groups to purchase patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like ours. Our use of third-party content, including music content, software, and other intellectual property rights may be subject to claims of infringement or misappropriation. We cannot guarantee that our internally developed or acquired technologies and content do not or will not infringe the intellectual property rights of others. From time to time, our competitors or other third parties may claim that we are infringing upon or misappropriating their intellectual property rights, and we may be found to be infringing upon such rights. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our platform or services or using certain technologies, force us to implement expensive work-arounds, or impose other unfavorable terms. We expect that the occurrence of infringement claims is likely to grow as the market for fitness products and services grows and as we introduce new and updated products and offerings. Accordingly, our exposure to damages resulting from infringement claims could increase and this could further exhaust our financial and management resources. Any of the foregoing could prevent us from competing effectively and could have an adverse effect on our business, financial condition, and operating results.

Risks related to environmental, social, and governance issues

Climate change and related pressures may adversely impact our business, supply chain, and financial results.

We are subject to physical and transitional risks related to climate change, as well as increasing pressure from investors, regulators, and advocacy organizations regarding climate-related disclosures and action. Physical risks, such as rising global temperatures, changing weather patterns, and increasing frequency and severity of extreme weather events, could disrupt our supply chain, increase raw material and production costs (including cotton availability and pricing), and reduce consumer demand or shift purchasing behavior. These changes may also result in water scarcity, energy constraints, and infrastructure damage affecting our facilities, vendors, or logistics. In addition, growing regulatory and stakeholder expectations around climate-related disclosures, targets, and emissions reductions may increase compliance costs and require additional resources. Climate-related regulations vary widely across jurisdictions and are evolving rapidly, creating uncertainty around our obligations. Voluntary alignment with emerging standards or initiatives may also require capital investment or operational adjustments.

We also face increasing scrutiny and conflicting pressure from institutional investors, proxy advisory firms, regulatory agencies, political groups, and other stakeholders. Some advocate for accelerated climate commitments and detailed climate-related financial disclosures, while others have challenged or opposed such actions through litigation, legislative action, or public campaigns. These conflicting expectations and potential enforcement risks, whether from taking action or choosing not to do so, could adversely impact our reputation, operations, investor relationships, or legal risk profile.

We face heightened scrutiny and legal risks from competing pressures regarding our ESG practices and disclosures.

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advocate for greater transparency and more aggressive ESG-related commitments across areas such as human capital, labor practices, supply chain oversight, and diversity. Others, including advocacy organizations and litigation-focused groups, have criticized ESG-related initiatives and have challenged companies, through lawsuits, regulatory investigations, and public campaigns, for implementing ESG strategies they deem inconsistent with fiduciary duties or legal obligations.

We may face reputational, operational, or legal consequences if our ESG practices or disclosures are perceived as insufficient, inconsistent, misleading, or politically misaligned. We may also face additional compliance costs as regulatory requirements evolve, including potential SEC or international climate and sustainability disclosure rules. We could also incur additional costs to comply with divergent stakeholder expectations and evolving ESG disclosure frameworks, and we may be subject to increased activism, legal exposure, or reputational risk, regardless of whether our ESG practices are expanded or limited in the future.

Risks related to legal and governance matters

~~Our~~Actions ~~business~~by ~~could be negatively affected as a result of actions of~~ stockholders, activists, or ~~others~~consumers could negatively affect our business.

We were recently involved in a proxy contest with Dennis J. "Chip" Wilson and may be subject to other actions or proposals from stockholders, political or consumer activists, or others that may not align with our business strategies or the interests of our other stockholders. ~~Activism~~On ~~could~~December ~~include~~29, ~~geopolitical~~2025, ~~conflict~~Mr. ~~between~~Wilson ~~the~~delivered ~~PRC~~a ~~and~~notice ~~other~~of ~~countries.~~intent ~~Responding~~ to ~~such~~nominate ~~actions~~three ~~can~~directors befor ~~costly~~election ~~and~~at ~~time-consuming,~~the ~~disrupt~~2026 ~~our~~Annual ~~business~~Meeting ~~and~~of ~~operations,~~Stockholders and ~~divert~~submitted ~~the~~a ~~attention~~non-binding ofstockholder proposal requesting that our board of directors, ~~management,~~take ~~and~~all ~~employees~~necessary ~~from~~steps ~~the~~to ~~pursuit~~immediately ofdeclassify ~~our~~the ~~business~~board ~~strategies.~~so ~~Such~~that ~~activities~~all ~~could~~directors ~~interfere~~are ~~with~~elected ~~our~~on ~~ability~~an toannual ~~execute~~basis. ~~our~~On ~~strategic~~May ~~plan. Stockholders~~26, ~~political or consumer activists~~2026, orwe ~~others~~entered ~~may~~into ~~create~~a ~~perceived~~Cooperation ~~uncertainties~~Agreement aswith toMr. ~~the~~Wilson ~~future~~and ~~direction~~certain of ~~our~~his ~~business~~affiliates or(the ~~strategy~~"Cooperation ~~which~~Agreement") ~~may~~to beresolve ~~exploited~~Mr. byWilson's ~~our~~proxy ~~competitors~~contest ~~and~~in ~~may~~connection ~~make~~with itthe ~~more~~2026 ~~difficult~~Annual toMeeting ~~attract~~of ~~and~~Stockholders. ~~retain~~The ~~qualified~~Cooperation ~~personnel~~Agreement ~~and~~will ~~potential~~terminate ~~guests,~~on ~~and~~the ~~may~~date ~~affect~~that ~~our~~is ~~relationships~~thirty ~~with~~(30) ~~current~~calendar ~~guests,~~days ~~vendors,~~prior ~~investors,~~to ~~and~~the ~~other~~deadline ~~third~~under ~~parties.~~the Incompany's ~~addition,~~bylaws ~~a proxy contest~~ for the ~~election~~submission of ~~directors~~stockholder atnominations ~~our~~of ~~annual~~director ~~meeting~~candidates ~~would~~for ~~require~~election us to ~~incur~~the ~~significant~~board ~~legal~~at ~~fees~~the ~~and~~2028 ~~proxy~~Annual ~~solicitation~~Meeting ~~expenses and require significant time and attention by management and our board~~ of ~~directors.~~Stockholders, ~~The~~unless ~~perceived~~earlier ~~uncertainties~~terminated asin toaccordance ~~our~~with ~~future~~its ~~direction also could affect the market price and volatility of our securities~~terms.

Responding to the prior proxy contest and related actions caused us to incur substantial costs and, if we are subject to additional proxy contests in the future, may cause us to incur additional costs and be time-consuming. Future instances of such matters may disrupt our business and operations and divert the attention of our board of directors, management, and employees from pursuing our business strategies. Stockholders, political or consumer activists, or others may create perceived uncertainties as to the future direction of our business or strategy, which may be exploited by our competitors and may make it more difficult to attract and retain qualified personnel and potential guests, and may affect our relationships with current guests, vendors, investors, and other third parties. Other actions or proposals could include responses to geopolitical conflict, including between the PRC and other countries, or to our perceived positions on social, political, or cultural issues in the United States or elsewhere. Consumer boycotts, negative social media campaigns, or other forms of public pressure, whether based on accurate perceptions or not, could adversely affect our brand reputation, guest relationships, and sales. The perceived uncertainties as to our future direction also could affect the market price and volatility of our securities.

We are subject to periodic claims and litigation that could result in unexpected expenses and could ultimately be resolved against us.

From time to time, we are involved in litigation and other proceedings, including matters related to product liability claims, consumer class action claims, stockholder class action and derivative claims, commercial disputes and intellectual property, as well as trade, regulatory, employment, and other claims related to our business. Any of these proceedings could result in significant settlement amounts, damages, fines, or other penalties, divert financial and management resources, and result in significant legal fees. An unfavorable outcome of any particular proceeding could exceed the limits of our insurance policies, or the carriers may decline to fund such final settlements and/or judgments and could have an adverse impact on our business, financial condition, and results of operations. In addition, any proceeding could negatively impact our reputation among our guests and our brand image.

There is considerable patent and other intellectual property development activity in our market, and litigation, based on allegations of infringement or other violations of intellectual property, is frequent in the fitness and technology industries. Furthermore, it is common for individuals and groups to purchase patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like ours. Our use of third-party content, including music content, software, and other intellectual property rights, may be subject to claims of infringement or misappropriation. We cannot guarantee that our internally developed or acquired technologies and content do not or will not infringe the intellectual property rights of others. From time to time, our competitors or other third parties may claim that we are infringing upon or misappropriating their intellectual property rights, and we may be found to be infringing upon such rights. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our platform or services or using certain technologies, force us to implement expensive workarounds, or impose other unfavorable terms. We expect that the occurrence of infringement claims is likely to grow as the market for fitness products and services grows and as we introduce new and updated products and offerings. Accordingly, our exposure to damages resulting from infringement claims could increase, and this could further exhaust our financial and management resources. Any of the foregoing could prevent us from competing effectively and could have an adverse effect on our business, financial condition, and operating results.

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Anti-takeover provisions of Delaware law and our certificate of incorporation and bylaws could delay and discourage takeover attempts that stockholders may consider to be favorable.

Certain provisions of our certificate of incorporation and bylaws and applicable provisions of the Delaware General Corporation Law may make it more difficult or impossible for a third party to acquire control of us or effect a change in our board of directors and management. These provisions include:

•the classification of our board of directors into three classes, with one class elected each year;

•prohibiting cumulative voting in the election of directors;

•the ability of our board of directors to issue preferred stock without stockholder approval;

•the ability to remove a director only for cause and only with the vote of the holders of at least 66 2/3% of our voting stock;

•a special meeting of stockholders may only be called by our chairman or Chief Executive Officer, or upon a resolution adopted by an affirmative vote of a majority of the board of directors, and not by our stockholders;

•prohibiting stockholder action by written consent; and

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•our stockholders must comply with advance notice procedures in order to nominate candidates for election to our board of directors or to place stockholder proposals on the agenda for consideration at any meeting of our stockholders.

In addition, we are governed by Section 203 of the Delaware General Corporation Law which, subject to some specified exceptions, prohibits "business combinations" between a Delaware corporation and an "interested stockholder," which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation's voting stock, for a three-year period following the date that the stockholder became an interested stockholder. Section 203 could have the effect of delaying, deferring, or preventing a change in control that our stockholders might consider to be in their best interests.

Risks related to environmental, social, and governance issues

Climate change and related pressures may adversely impact our business, supply chain, and financial results.

We face heightened scrutiny and legal risks from competing pressures regarding our ESG practices and disclosures.

We are increasingly subject to scrutiny from institutional investors, advocacy organizations, and other stakeholders regarding our environmental, social, and governance ("ESG") policies, disclosures, and performance. Some stakeholders advocate for greater transparency and more aggressive ESG-related commitments across areas such as human capital, labor practices, supply chain oversight, and diversity. Others, including advocacy organizations and litigation-focused groups, have criticized ESG-related initiatives and have challenged companies, through lawsuits, regulatory investigations, and public campaigns, for implementing ESG strategies they deem inconsistent with fiduciary duties or legal obligations.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information regarding our purchases of shares of our common stock during the ~~third~~first quarter of ~~2025~~2026 related to our stock repurchase program:

Period(1)	Total Number of Shares Purchased(2)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(2)
August 4, 2025 - August 31, 2025	360,321	$	193.83	360,321	$	789,070,467
February 2, 2026 - March 1, 2026	620,874	$	177.68	620,874	$	1,290,502,135
September 1, 2025 - October 5, 2025	—	—		—	789,070,467
March 2, 2026 - April 5, 2026	900,016	163.08		900,016	1,143,729,748
October 6, 2025 - November 2, 2025	681,488	174.86		681,488	669,908,605
April 6, 2026 - May 3, 2026	650,000	155.68		650,000	1,042,539,385
Total	12,~~041~~170,~~809~~890			12,~~041~~170,~~809~~890

__________

(1)Monthly information is presented bybased ~~reference~~on to our fiscal ~~periods~~months during ~~our~~the ~~third~~first quarter of ~~2025~~2026.

(2)Our board of directors approved a ~~new~~ repurchase program authorizing up to $34.0 billion in aggregate, including $1.0 billion initially authorized on November 29, 2023, and additional $1.0 billion increases on May 29, 2024, December 3, 2024, and December 3, ~~2024~~2025. This program does not have an expiration date or require a minimum number of shares to be repurchased. Repurchases may be made on the open market at prevailing prices or through privately negotiated transactions, including under plans pursuant to Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934. The timing and amount of repurchases will depend on market conditions, trading eligibility, and other factors.

The following table ~~provides~~summarizes ~~information regarding our~~ purchases of shares of our common stock during the ~~third~~first quarter of ~~2025~~2026 related to our Employee Share Purchase Plan ("ESPP"):

Period(1)	Total Number of Shares Purchased(2)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(2)
August 4, 2025 - August 31, 2025	17,719	$	200.83	17,719	4,175,105
February 2, 2026 - March 1, 2026	19,821	$	177.57	19,821	4,062,320
September 1, 2025 - October 5, 2025	21,334	168.88		21,334	4,153,771
March 2, 2026 - April 5, 2026	23,315	151.67		23,315	4,039,005
October 6, 2025 - November 2, 2025	19,685	173.60		19,685	4,134,086
April 6, 2026 - May 3, 2026	20,937	152.40		20,937	4,018,068
Total	5864,~~738~~073			5864,~~738~~073

_________

(1)Monthly information is presented bybased ~~reference~~on to our fiscal ~~periods~~months during ~~our~~the ~~third~~first quarter of ~~2025~~2026.

(2)All shares purchased under the ESPP are purchased on the Nasdaq Global Select Market (or such other stock exchange as we may designate). Unless our board of directors terminates the ESPP earlier, it will continue until all shares authorized for purchase have been purchased. The maximum number of shares authorized to be purchased under the ESPP is 6,000,000.

Excluded from this disclosure are shares withheld to settle statutory employee tax withholding related to the vesting of stock-based compensation awards.

ITEM 5. OTHER INFORMATION

Trading Arrangements

52During the first quarter of 2026, no director or officer of lululemon (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).

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On June 20, 2025, Calvin McDonald, Chief Executive Officer and Director of lululemon, entered into a Rule 10b5-1 trading arrangement (the “10b5-1 Plan”) for the potential sale of up to 55,957 shares of lululemon's common stock in connection with the exercise of stock options expiring in March 2026. The 10b5-1 Plan is scheduled to commence on September 22, 2025, is intended to satisfy the affirmative defense of Rule 10b5-1(c), and will terminate on the earlier of (1) the date all the shares under the 10b5-1 Plan are sold or (2) March 27, 2026.

During the third quarter of 2025, no director or officer of lululemon (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).

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ITEM 6. EXHIBITS

Incorporated by Reference

ExhibitNo.

Exhibit Title

FiledHerewith

Form

ExhibitNo.

File No.

FilingDate

10.1*

Executive Employment Agreement, ~~effective~~dated ~~September~~April 221, ~~2025~~2026, between lululemon athletica inc. and ~~Ranju~~Heidi ~~Das~~O'Neill

8-K

10.1

001-33608

4/22/2026

10.2

Cooperation Agreement dated May 26, 2026

8-K

10.1

001-33608

5/27/2026

31.1

Certification of principal executive officer Pursuant to Exchange Act Rule 13a-14(a)

31.2

Certification of principal financial and accounting officer Pursuant to Exchange Act Rule 13a-14(a)

32.1**

Certification of principal executive officer and principal financial and accounting officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

The following unaudited interim consolidated financial statements from the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended ~~November~~May 23, ~~2025~~2026, formatted in iXBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to the Unaudited Interim Consolidated Financial Statements

104

Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

* Denotes a compensatory plan, contract, or arrangement, in which our directors or executive officers may participate. ** Furnished herewith.

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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, thereunto duly authorized.

lululemon athletica inc. By: /s/ MEGHAN FRANK Meghan Frank Interim Co-Chief Executive Officer and Chief Financial Officer (principal executive officer and principal financial and accounting officer)

Dated: ~~December~~June 114, ~~2025~~2026

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