UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): 6/322/2026

LEMONADE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39367

32-0469673

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

5 Crosby Street, 3rd Floor

New York, NY 10013

(Address of principal executive offices) (Zip Code)

(844) 733-8666

(Registrant’s telephone number, include area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.00001 par value per share

LMND

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On June 322, 2026, Lemonade, Inc. (the "Company") ~~held~~and ~~its~~Hannover ~~annual~~Re ~~meeting~~(Ireland) ofDAC ~~stockholders~~("Hannover"), entered into a New Business Financing Agreement (the “~~Meeting~~Agreement”). ~~Present~~under atwhich ~~the~~Hannover ~~Meeting~~will ~~online~~provide orup ~~represented~~to by$250 ~~proxy~~million ~~were holders~~ of ~~53,866,520~~outstanding ~~shares~~capital ofrelated ~~common~~to ~~stock~~the financing of the Company,’s ~~representing~~sales ~~70.12%~~and ofmarketing ~~the~~growth ~~voting~~efforts ~~power~~("Growth ofSpend") ~~the~~from ~~shares~~January of1, ~~common~~2027 ~~stock~~("Funding ofBegin ~~the~~Date") ~~Company~~through asDecember of31, ~~the~~2028, ~~close~~subject ofto ~~business~~a onmaximum ~~April~~outstanding 9,capital ~~2026,~~amount ~~the~~of ~~record~~$150 ~~date~~million ~~for~~from ~~the~~Funding ~~Meeting.~~Begin ~~The~~Date ~~following~~through ~~are~~December ~~the~~31, ~~voting~~2027, ~~results~~and ~~for~~up ~~the~~to ~~proposals~~$250 ~~considered~~million ~~and~~at ~~voted~~any ~~upon~~time atduring the ~~Meeting,~~period ~~each~~from ofJanuary ~~which~~1, is2028 ~~more~~through ~~fully~~December ~~described~~31, in2028. ~~the~~Unless ~~Company’s~~otherwise ~~definitive~~specified, ~~proxy~~capitalized ~~statement~~terms ~~filed~~used ~~with~~but ~~the~~not ~~Securities~~defined ~~and~~herein ~~Exchange~~have ~~Commission~~the onmeanings ~~April~~given ~~22,~~to ~~2026~~them (in the ~~“Proxy Statement”)~~Agreement.

~~Item~~Under 1the Agreement, subject to certain terms and conditions, at the start of each monthly Growth Period, Hannover shall provide financing of the Company's Growth Spend of up to 80% but not to exceed $20 million per Reference Cohort. ~~Election~~During each monthly Growth Period, the Company will repay each amount previously financed based on a specific percentage of ~~Directors~~premiums collected for assigned customer cohorts associated with the funded Growth Spend ("Reference Premium"), which includes the Funding Amount plus a rate of return in accordance with the Counterparty Cap Amount, defined as the sum of (a) the greater of (i) 0% or (ii) the three-year U.S. Treasury Bill rate, plus (b) 5.8%. Once fully repaid, the Company will retain all future Reference Premium related to each Reference Cohort. The Agreement also includes certain financial covenants, cancellation and commitment termination provisions.

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Michael Eisenberg	27,119,000	7,419,671	19,327,849
Debra Schwartz	30,242,730	4,295,941	19,327,849

The Agreement contains standard customary representations, warranties and covenants by the parties, and will continue to be in effect unless terminated by either party pursuant to its terms. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which the Company expects to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

~~Based~~Item on2.03 ~~the~~Creation ~~foregoing votes, each~~ of ~~Michael~~a ~~Eisenberg~~Direct ~~and~~Financial ~~Debra~~Obligation ~~Schwartz~~or ~~was~~an ~~elected~~Obligation tounder ~~serve~~an asOff-Balance aSheet ~~Class~~Arrangement ~~III Director until the 2029 annual meeting~~ of ~~stockholders~~a ~~and until their successor has been duly elected and qualified~~Registrant.

The disclosure set forth above under Item 21.01 ~~Ratification~~ of ~~Appointment~~this ofCurrent ~~Independent~~Report ~~Registered~~on ~~Public~~Form ~~Accounting~~8-K ~~Firm~~is incorporated by reference into this Item 2.03.

Votes For						Votes Against						Abstentions
53,510,757						227,383						128,380

Based on the foregoing votes, the Company's stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Item 3. Approval, on an Advisory (Non-Binding) Basis of the Compensation of Our Named Executive Officers

Votes For						Votes Against						Abstentions						Broker Non-Votes
26,476,061						7,955,312						107,298						19,327,849

Based on the foregoing votes, the stockholders approved the compensation of the Company’s named executive officers on an advisory (non-binding) basis.

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 hereunto duly authorized.

LEMONADE, INC.

Date: June 5, 2026

By:

/s/ Daniel Schreiber

Date: June 24, 2026

By:

/s/ Daniel Schreiber

Daniel Schreiber

Chief Executive Officer

Filing Compare · Lemonade, Inc.