lululemon (LULU) Q2 FY2026: Earnings, Tariffs, Proxy

Insights derived from analysing SEC filings. Independent analysis of lululemon athletica inc. common stock, not a publication of the SEC.

Figures are read from the Forms 10-K for fiscal 2022 to fiscal 2025, the years ended 29 January 2023 to 1 February 2026, four Forms 10-Q for the quarters ended 3 August 2025 to 2 August 2026, the Forms 8-K filed since March 2025 with their Item 2.02 earnings releases at Exhibit 99.1 and the credit and cooperation agreements at Exhibit 10.1, the proxy statement for the 2025 annual meeting, the two Forms DEFC14A for the contested 2026 meeting filed by lululemon athletica inc. and by Dennis J. Wilson with the soliciting material accompanying them, the Schedules 13D and 13G, the Forms 13F-HR and the Forms 3, 4 and 144 on the record for central index key 1397187, together with the comparable filings of six peers. Accession numbers for every filing used appear in the Sources appendix. Market prices are the closing prices of 4 September 2026.

Summary

lululemon athletica inc. took net revenue of $2,415.6 million in the second quarter of fiscal 2026, the 13 weeks ended 2 August 2026, 4.3% below the $2,525.2 million of the quarter ended 3 August 2025. Comparable sales, the company's measure of company operated store and e-commerce performance, fell 9%. Gross margin was 60.5% against 58.5% a year earlier, including 560 basis points from refunds of tariffs paid under the International Emergency Economic Powers Act. Operating margin was 18.8% against 20.7%, and diluted earnings per share were $2.92 against $3.10, of which the Form 10-Q attributes $0.86 to those refunds and the associated interest, net of tax. For fiscal 2025, the 52 weeks ended 1 February 2026, net revenue was $11,102.6 million, 4.9% above the 53 weeks of fiscal 2024 ended 2 February 2025; gross margin fell 260 basis points to 56.6%, income from operations fell 11.8% to $2,210.6 million, and diluted earnings per share were $13.26 against $14.64.

The growth came from outside the Americas. Americas net revenue was $7,847.0 million in fiscal 2025, 1% below the prior year, while China Mainland rose 29% to $1,754.8 million and Rest of World rose 16% to $1,500.8 million. In the quarter ended 2 August 2026 the Americas fell 8% to $1,616.8 million with comparable sales down 12%, China Mainland rose 4% and Rest of World rose 5%. The two regions outside the Americas were 33.1% of the quarter's net revenue against 15.3% in fiscal 2021, the year ended 30 January 2022. The company operated 825 stores at 2 August 2026 against 767 at 2 February 2025.

Tariffs moved the margin in both directions. The fiscal 2025 Form 10-K states that increased tariffs and the removal of the de minimis exemption reduced that year's gross profit by approximately $275 million before mitigation, with $216 million remitted under the International Emergency Economic Powers Act; both fiscal 2026 Forms 10-Q state that $230 million was paid under it, and lululemon received $134.5 million of refunds in the quarter ended 2 August 2026, stating that no asset has been recognised for further claims. Selling, general and administrative expenses rose 5.7% to $1,006.3 million in the quarter while net revenue fell, taking the ratio to net revenue from 37.7% to 41.7%, and the filings name $24.8 million of costs associated with proxy contest matters across the first two quarters. Inventory was $1,711.5 million on a turn that fell from 3.12 times in fiscal 2024 to 2.84 times, cash was $1,389.7 million, and shares outstanding on the cover pages fell from 110,482,671 as of 11 March 2026 to 105,594,064 as of 28 August 2026.

Guidance for fiscal 2026, the year ending 31 January 2027, was issued on 17 March 2026 and lowered on 4 June and again on 3 September. The standing figures at 7 September 2026 are net revenue of $10.350 billion to $10.500 billion and diluted earnings per share of $9.48 to $9.73, against the $11.350 billion to $11.500 billion and $12.10 to $12.30 first guided for the same year. Against six listed athletic and activewear companies, lululemon ranks third on gross margin, second on operating margin at 19.9% and second on return on equity at 34.0%; those seven annual periods end on five different dates across five months. LULU closed at $100.61 on 4 September 2026, one trading day after the second quarter results and against $121.77 on 3 September, which on 105,594,064 shares is a market value of $10,623.8 million.

The 2026 annual meeting was a contested solicitation and there is no Form DEF 14A for it. Two definitive proxy statements went out on the DEFC14A form type, one filed by lululemon athletica inc. on 18 May 2026 and one by Dennis J. Wilson, the company's founder, on 10 April 2026. Wilson nominated three directors and submitted a stockholder proposal to declassify the board; the board recommended its own three nominees and also recommended a vote for the declassification proposal. A Cooperation Agreement of 26 May 2026 records that Wilson withdrew the nomination notice and ceased the solicitation, that the board would appoint Laura Gentile and Marc Maurer as directors immediately after the meeting, and that the company would pay Wilson $4,000,000 for the betterment of Kitsilano Beach. All five proposals carried at the meeting held on 25 June 2026, and the advisory vote on executive compensation drew 63.2% against 83.6% in 2025.

Calvin McDonald stepped down as chief executive officer and left the board effective 31 January 2026, Meghan Frank and André Maestrini took the role jointly on an interim basis, and Heidi O'Neill was appointed chief executive officer and a director effective 8 September 2026. Section 16 filers reported 47 Forms 4, 5 Forms 3 and 4 Forms 144 in the twelve months to 7 September 2026; open market transactions appear on seven of the 47, and no filing connects any of them to the solicitation. Item 1A of the fiscal 2025 Form 10-K carries 37 risk factors against 39 a year earlier, the one new factor covering United States tariff and customs policy, and both fiscal 2026 Forms 10-Q reproduce Item 1A in full rather than reporting no material change. The three year scenarios in chapter 9 rest on assumptions set in this report and are not company guidance: they put fiscal 2028 net revenue between $9.88 billion and $12.63 billion and diluted earnings per share between $7.24 and $18.74.

1 Revenue & Business Model

In the second quarter of fiscal 2026, ended 2 August 2026, net revenue fell 4% to $2,415.6 million, and 5% on a constant dollar basis. The Americas segment contributed $1,616.8 million, 66.9% of the total, down 8%; China Mainland $407.1 million, up 4% and down 2% in constant dollars; Rest of World $391.8 million, up 5%. Comparable sales fell 9%, and 10% in constant dollars, with the Americas down 12%, China Mainland down 2% and Rest of World down 4% (Form 10-Q, accession 0001397187-26-000127). Across the first two quarters of fiscal 2026 net revenue was $4,887.2 million against $4,895.9 million a year earlier, a decline of 2% in constant dollars.

For fiscal 2025, the year ended 1 February 2026, net revenue rose 5% to $11,102.6 million. The Americas fell 1% to $7,847.0 million, China Mainland rose 29% to $1,754.8 million and Rest of World rose 16% to $1,500.8 million; comparable sales rose 2%. Fiscal 2024, the year ended 2 February 2025, was a 53 week year with net revenue of $10,588.1 million, of which $163.2 million came in the 53rd week (Forms 10-K, accessions 0001397187-26-000020 and 0001397187-25-000013).

The mix moved over the five years to 1 February 2026. China Mainland and Rest of World together were 15.3% of net revenue in fiscal 2021, the year ended 30 January 2022, and 29.3% in fiscal 2025; in the quarter ended 2 August 2026 they were 33.1%. Gross margin, inventory and the share repurchase programme are chapter 2's subject; the tariff and de minimis effects management attributes the margin movement to are chapter 3's.

The revenue model

lululemon athletica inc. is described in Item 1 of the fiscal 2025 Form 10-K as principally a designer, distributor and retailer of technical athletic apparel, footwear and accessories, marketed under the lululemon brand. It operates in 30 countries and organises its operations into four regional markets, the Americas, China Mainland, Asia Pacific (APAC) and Europe and the Middle East (EMEA), and reports three segments, Americas, China Mainland and Rest of World, the last being APAC and EMEA combined. It employed approximately 39,000 people at 1 February 2026 (accession 0001397187-26-000020).

The revenue recognition policy in Note 2 of the same filing states that net revenue is comprised of company operated store net revenue; e-commerce net revenue through websites, mobile apps, including mobile apps on in store devices that allow demand to be fulfilled via the company's distribution centres, and third party online marketplaces; and other net revenue, which includes revenue from outlets, sales to wholesale accounts, license and supply arrangement net revenue consisting of royalties as well as sales of the company's products to licensees, recommerce revenue, revenue from temporary locations, and lululemon Studio revenue from digital content subscriptions. All revenue is reported net of markdowns and discounts, sales taxes collected from customers on behalf of taxing authorities, and returns. Revenue is recognised when control of the promised goods or services transfers to the customer: at the point of sale in company operated stores and other retail locations, and upon receipt by the customer for e-commerce revenue, sales to wholesale accounts and in home fitness hardware sales.

Item 1 states that the company does not own or operate any manufacturing facilities, and reports that it worked with approximately 51 product vendors in fiscal 2025, five of which produced 47% of its products and the largest 15%, with 40% of products manufactured in Vietnam, 18% in Cambodia, 11% in Sri Lanka, 11% in Indonesia and 7% in Bangladesh. Fabrics came from approximately 65 suppliers, 34% originating in Taiwan, 29% in China Mainland, 10% in South Korea and 10% in Vietnam, with 48% produced by the top five. Chapter 8 sets the same concentration figures against the prior year as Item 1A states them, and chapter 3 carries what the resulting import tariffs did to costs.

Net revenue by reportable segment

The segment note of the fiscal 2023 Form 10-K states that during the fourth quarter of fiscal 2023 the financial information the chief operating decision maker uses to evaluate performance and allocate resources was revised from selling channel to regional market, that this changed the operating segments, and that prior period information was restated to the new segments (accession 0001397187-24-000010, Note 23). The fiscal 2021 and fiscal 2022 figures below are those restated figures.

Table 1.1 Net revenue by reportable segment, US$ thousands, as filed

Item 7 of the fiscal 2025 Form 10-K attributes the Americas decline to lower conversion rates, store traffic and average order value, and states that certain product categories, including core categories, experienced lower demand. It attributes the China Mainland and Rest of World increases to increased traffic, partly due to brand awareness and product category growth, and to 21 net new stores in China Mainland and nine in Rest of World. Segmented income from operations in fiscal 2025 was $2,560.7 million in the Americas, $701.1 million in China Mainland and $345.9 million in Rest of World, against corporate expenses that Item 7 states as $1.4 billion, an increase of $62.4 million on the prior year; the filing states that segment income from operations is determined without taking corporate expenses into account.

Net revenue by channel

The three channel lines the filings disaggregate revenue into were themselves the reportable segments until the fourth quarter of fiscal 2023. Item 1 of the fiscal 2022 Form 10-K states that the company primarily conducts its business through two channels, company operated stores and direct to consumer, with outlets, wholesale accounts, license and supply arrangements, the Like New recommerce programme, temporary locations and lululemon Studio disclosed in Other (accession 0001397187-23-000012). The fiscal 2023 segment note records the former segments as company operated stores, direct to consumer (or "e-commerce"), and other.

Table 1.2 Net revenue by channel, US$ thousands, as filed

Item 7 of the fiscal 2025 Form 10-K states that company operated store net revenue increased 1% and e-commerce net revenue increased 8% in the year. In the quarter ended 2 August 2026 company operated store net revenue was $1,173.7 million against $1,255.0 million, e-commerce $934.6 million against $993.1 million, and other channels $307.3 million against $277.2 million. Item 1 defines other channels as temporary locations, wholesale, outlets, the Like New recommerce programme, and license and supply arrangements under which third parties operate lululemon branded retail locations and sell lululemon products on websites in specific countries. E-commerce net revenue includes the buy online pick up in store, back-back room and ship from store capabilities.

Net revenue by geographic area and product category

Table 1.3 Net revenue by geographic area, US$ thousands, as filed

Mexico became a separate line in fiscal 2024. Note 3 of the fiscal 2025 Form 10-K states that before the acquisition of the Mexico operations on 10 September 2024, wholesale sales to the third party under the license and supply arrangement by lululemon athletica canada inc. were disclosed as net revenue recognised within Canada. The People's Republic of China subtotal, China Mainland plus Hong Kong SAR, Taiwan and Macau SAR, was $1,953.9 million in fiscal 2025 and $458.5 million in the quarter ended 2 August 2026.

Table 1.4 Net revenue by product category, US$ thousands, as filed

The fiscal 2023 Form 10-K names these lines Women's product, Men's product and Other categories; the fiscal 2025 Form 10-K and the Form 10-Q name them Women's apparel, Men's apparel and Accessories and other categories, the last being primarily accessories, footwear and lululemon Studio. Item 1 of the fiscal 2025 Form 10-K states that women's, men's, and accessories and other categories represented 63%, 24% and 13% of net revenue in the year, and Item 7 reports increases of 5%, 4% and 8% respectively.

Comparable sales, as defined in the filings

Comparable sales is the company's own measure of company operated store and e-commerce performance. Item 7 of the fiscal 2025 Form 10-K defines it as follows, and Item 2 of the Form 10-Q for the quarter ended 2 August 2026 carries the same text:

"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, 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."

The filings add three qualifications. In fiscal years with 53 weeks the 53rd week of net revenue is excluded from the calculation, and in the year following a 53 week year the prior year period is shifted by one week to compare similar calendar weeks; fiscal 2025 comparable sales therefore compare the 52 weeks ended 1 February 2026 with the 52 weeks ended 2 February 2025 rather than 26 January 2025. Stores acquired with the Mexico operations became comparable from October 2025, after 12 full fiscal months of sales from the acquisition date; before that, wholesale sales were made to a third party under a license and supply arrangement. The headline figure is stated as reported, and a constant dollar figure is given alongside it as a measure that is not calculated in accordance with GAAP; a constant dollar basis assumes the average foreign currency exchange rates for the period remained constant with the average rates for the same period of the prior year.

Table 1.5 Comparable sales and net revenue change, per cent, as reported and on a constant dollar basis, as filed

Each cell reads as reported, then on a constant dollar basis. Comparable sales on the Americas, China Mainland and Rest of World basis first appear in the fiscal 2023 Form 10-K, which restated fiscal 2022 to the new segments; the fiscal 2022 Form 10-K predates that change and reports on the earlier selling channel basis (accession 0001397187-23-000012). The fiscal 2025 Form 10-K attributes the 2% total increase primarily to higher e-commerce traffic, partly offset by lower conversion rates and a decrease in average order value. The Form 10-Q attributes the 9% decline in the quarter ended 2 August 2026 primarily to lower conversion rates, reduced store traffic and a decrease in average order value, partly offset by higher e-commerce traffic. Foreign currency movement increased net revenue by $27.6 million in fiscal 2025 and by $69.6 million in the first two quarters of fiscal 2026, and reduced net revenue growth by $75.3 million in fiscal 2024.

Stores, locations and square footage

Table 1.6 Company operated stores by region, and locations operated by third parties, as filed

The fiscal 2022 Form 10-K groups stores by country rather than by the three regions, so the regional split at 30 January 2022 is not on the current basis; the total of 574 is as filed. The count of locations operated by third parties fell from 39 at 28 January 2024 to 34 at 2 February 2025. Item 7 of the fiscal 2024 Form 10-K states that 24 net new company operated stores were added in the Americas since fiscal 2023, including 14 company operated stores from the acquisition of the Mexico operations (accession 0001397187-25-000013). At 1 February 2026 the Americas figure was 379 stores in the United States, 71 in Canada and 26 in Mexico; at 2 August 2026 it was 380, 74 and 29.

Exhibit 99.1 to the Form 8-K filed 3 September 2026 (accession 0001397187-26-000126) carries a table headed "Company-operated Store Count and Square Footage", with square footage expressed in thousands. It gives total gross square feet at the end of the quarter of 3,880 at 2 August 2026, 3,788 at 3 May 2026, 3,736 at 1 February 2026 and 3,630 at 2 November 2025. The footnote to that table states that the summary "excludes retail locations operated by third parties under license and supply arrangements".

Item 1 of the fiscal 2025 Form 10-K reports sales per square foot of $1,426 in fiscal 2025, $1,574 in fiscal 2024, $1,609 in fiscal 2023, $1,580 in fiscal 2022 and $1,443 in fiscal 2021, calculated as total net revenue from all company operated stores divided by the average ending square footage of the stores for each period during the year, with the 53rd week excluded in a 53 week year and with all retail related space counted, including selling space as well as storage and back office areas. Item 7 of the fiscal 2025 Form 10-K reports 44 net new company operated stores and an 11% increase in square footage in the year, against 56 net new stores and 14% in fiscal 2024 and 56 net new stores and 15% in fiscal 2023. Item 2, Properties, of the fiscal 2025 Form 10-K lists square feet for the owned and leased properties other than retail: the owned distribution centre in Groveport, Ohio at approximately 605,000 square feet and the owned Vancouver offices at 140,000, and leased distribution centres including Ontario, California at 1,255,000 square feet and Brampton, Ontario at 980,000, the latter committed but not yet commenced and expected to be operational in fiscal 2026. The company also operated 58 outlets at 1 February 2026, the majority in the Americas.

2 Financial Analysis & Ratios

In the second quarter of fiscal 2026, the thirteen weeks ended 2 August 2026, lululemon athletica inc. reported net revenue of $2,415.6 million, 4.3% below the $2,525.2 million of the quarter ended 3 August 2025. Gross margin was 60.5%, 200 basis points above the prior year quarter, and the 10-Q states that the figure includes an increase of 560 basis points related to refunds of tariffs paid under the International Emergency Economic Powers Act. Operating margin was 18.8%, 190 basis points below the prior year quarter, and diluted earnings per share were $2.92 against $3.10, of which the filing attributes $0.86 to those refunds and the associated interest, net of tax (accession 0001397187-26-000127).

For fiscal 2025, the 52 weeks ended 1 February 2026, net revenue was $11,102.6 million, 4.9% above fiscal 2024. Gross profit was $6,284.1 million, 0.2% higher, so gross margin fell 260 basis points to 56.6%. Operating income fell 11.8% to $2,210.6 million and net income fell 13.0% to $1,579.2 million, with diluted earnings per share of $13.26 against $14.64 (accession 0001397187-26-000020). The comparative year, fiscal 2024, ran 53 weeks and ended 2 February 2025.

The two quarters of fiscal 2026

Table 2.1 Consolidated results for the two fiscal 2026 quarters and their prior year comparatives, US dollars in thousands except per share amounts

Source: Forms 10-Q, accessions 0001397187-26-000127 and 0001397187-26-000078. Effective tax rates are as stated in each filing.

Selling, general and administrative expenses rose 5.7% in the quarter ended 2 August 2026 while net revenue fell, taking that line to 41.7% of net revenue from 37.7%. The 10-Q attributes $45.8 million of the increase to head office costs, within which it names an increase of $14.6 million in contractor, advisory and professional services including $13.4 million of costs associated with proxy contest matters in the quarter, an increase of $14.1 million in brand and community expenses, and an increase of $7.6 million in employee costs. Across the 26 weeks ended 2 August 2026 the proxy contest costs the filing names come to $24.8 million (accession 0001397187-26-000127). The fiscal 2025 Form 10-K names $5.1 million of proxy contest costs and $15.2 million of executive transition costs within the year's head office increase (accession 0001397187-26-000020).

Gross margin and what the filings attribute it to

For fiscal 2025 the Form 10-K sets out a net decrease in product margin of 230 basis points, of which it assigns 240 basis points of decline to higher tariffs together with increased markdowns and new credit card affiliate programmes, partly offset by higher pricing, lower product costs and lower damages, and 10 basis points of benefit to foreign currency exchange rates. Other cost of sales rose 30 basis points as a share of net revenue, made up of a 40 basis point increase in occupancy and depreciation costs and a 10 basis point decrease in costs related to product departments. In the Americas segment, product margin fell 340 basis points, which the filing describes as primarily reflective of the impact of tariffs and increased markdowns (accession 0001397187-26-000020).

For the quarter ended 2 August 2026 the 10-Q sets out a net increase in product margin of 430 basis points: 560 basis points from the tariff refunds, a net decrease of 150 basis points from higher tariffs and markdowns including credit card affiliate programmes, and 20 basis points of benefit from foreign currency exchange rates. Other cost of sales rose 230 basis points as a share of net revenue, of which 180 basis points came from occupancy and depreciation driven by new and expanded company operated stores and higher penetration in China Mainland and Rest of World, and 50 basis points from distribution centre and product department costs. Americas segment product margin rose 600 basis points, with the filing assigning 830 basis points of increase to the refunds and citing higher other tariffs as a partial offset (accession 0001397187-26-000127).

In the quarter ended 3 May 2026, where no refunds had been received, gross margin fell 410 basis points to 54.2%, with the 10-Q assigning a net 330 basis point decrease to higher tariffs, markdowns including credit card affiliate programmes and higher inventory provisions, and reporting a decrease in Americas segment product margin of 500 basis points primarily reflective of the impact of higher tariffs (accession 0001397187-26-000078).

The tariff and de minimis amounts behind those movements, the dates of the policy changes and what management says about the position ahead are chapter 3's subject.

Three fiscal years

Table 2.2 Consolidated statements of income, fiscal 2023 to fiscal 2025, US dollars in thousands except per share amounts

Source: Form 10-K, accession 0001397187-26-000020. Effective tax rates for fiscal 2025 and fiscal 2024 are as stated in that filing; the fiscal 2023 rate is as stated in Form 10-K accession 0001397187-25-000013.

Table 2.3 What changed, fiscal 2025 against fiscal 2024, and the quarter ended 2 August 2026 against the quarter ended 3 August 2025, US dollars in thousands

Source: Form 10-K accession 0001397187-26-000020 and Form 10-Q accession 0001397187-26-000127. Basis point movements are as stated in each filing.

Fiscal 2024 carried $163.2 million of net revenue in its 53rd week, which the fiscal 2025 filing names as partly offsetting the year's increase. Chapter 1 carries net revenue by segment, by channel, by geography and by product category.

Inventory and the inventory turn

Table 2.4 Inventory, the inventory turn and days of inventory, US dollars in thousands

Source: Forms 10-K 0001397187-26-000020 and 0001397187-24-000010, and Forms 10-Q 0001397187-26-000127, 0001397187-25-000055 and 0001397187-25-000039. The turn and the days at 2 August 2026 are on the twelve months then ended.

Inventory of $1,711.5 million at 2 August 2026 was 1% below the balance a year earlier, as the 10-Q states. At 1 February 2026 the balance of $1,700.8 million was 18% above the year before, and the Form 10-K states that inventories are expected to increase in the mid single digits by the end of fiscal 2026 and, on a unit basis, to decrease slightly. The turn fell from 3.12 times in fiscal 2024 to 3.07 times in fiscal 2025 and to 2.84 times on the twelve months to 2 August 2026, which lengthens days of inventory from 119 to 128. The Form 10-K carries the net carrying value of inventories at 1 February 2026 as $1.7 billion including provisions for obsolete and damaged inventory of $87.1 million, against $82.3 million a year earlier, and records shrink and inventory write down charges of $134.8 million in fiscal 2025, $139.8 million in fiscal 2024 and $181.1 million in fiscal 2023. The 10-Q for the quarter ended 3 May 2026 names higher inventory provisions among the causes of that quarter's 330 basis point product margin decline.

Cash, the credit facility and debt

Table 2.5 Cash, the committed revolving credit facility and borrowings outstanding, US dollars in thousands

Source: Forms 10-K 0001397187-26-000020 and 0001397187-25-000013, and Forms 10-Q 0001397187-26-000127 and 0001397187-26-000078. Every row is in thousands except the letters of credit and guarantee, which the filings state in millions to one decimal and which is printed on that basis.

On 15 October 2025 the company entered into the Second Amended and Restated Credit Agreement, which provides $600.0 million of commitments under an unsecured five year revolving credit facility maturing on 15 October 2030 and replaced a facility of $400.0 million maturing on 14 December 2026 (accessions 0001397187-25-000045 and 0001397187-25-000013). Chapter 5 sets out its terms, its covenants and the Item 2.03 obligation it created.

No borrowings were outstanding under the committed facility at 2 August 2026, at 3 May 2026, at 1 February 2026 or at 2 February 2025; the only usage was letters of credit and guarantee of $6.3 million at the latest date. The 10-Q states: "The Company was in compliance with all such covenants as of August 2, 2026." Alongside the committed facility the company holds uncommitted revolving credit facilities, including an unsecured Chinese Yuan denominated facility of USD $44.4 million equivalent reviewed annually, under which there were no borrowings or guarantees outstanding at 2 August 2026 and letters of credit of USD $13.7 million had been issued. The consolidated balance sheets at 1 February 2026 and 2 August 2026 carry no line for interest bearing debt. The largest recorded obligations are operating lease liabilities of $2,141.1 million at 2 August 2026, split $366.6 million current and $1,774.5 million noncurrent, against $1,798.4 million at 1 February 2026. The Form 10-K states that the company does not anticipate paying any cash dividends on its common stock in the foreseeable future (accession 0001397187-26-000020, Item 5).

Cash and cash equivalents fell from $1,807.2 million at 1 February 2026 to $1,389.7 million at 2 August 2026. Cash provided by operating activities in the 26 weeks was $589.3 million against $209.7 million a year earlier, capital expenditure was $277.1 million against $330.2 million, and cash paid for share repurchases was $695.1 million against $715.7 million. For fiscal 2025 as a whole, operating cash flow was $1,602.5 million against $2,272.7 million in fiscal 2024, capital expenditure was $680.8 million, and the Form 10-K expects capital expenditure of $725.0 million to $745.0 million in fiscal 2026.

The share repurchase programme and the share count

The board approved a stock repurchase programme authorising up to $4.0 billion in aggregate, made up of $1.0 billion initially authorised on 29 November 2023 and further increases of $1.0 billion each on 29 May 2024, 3 December 2024 and 3 December 2025. The programme has no expiration date and requires no 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. A previous programme of up to $1.0 billion, approved on 23 March 2022, was fully utilised during the first quarter of fiscal 2024. At 2 August 2026 the remaining authorised amount, excluding commissions and excise taxes, was $712.5 million (accession 0001397187-26-000127).

Table 2.6 Share repurchases by period and the resulting share count, shares in thousands, dollars in thousands

Source: Form 10-K accession 0001397187-26-000020 and Form 10-Q accession 0001397187-26-000127. Fiscal 2023 ended 28 January 2024, fiscal 2024 ended 2 February 2025 and fiscal 2025 ended 1 February 2026. The filings state the cost and the share count; the implied average cost per share is the first divided by the second and is computed here.

Table 2.7 Average price paid per share under the programme, as disclosed month by month

Source: Form 10-K accession 0001397187-26-000020 Item 5, and Forms 10-Q accessions 0001397187-26-000078 and 0001397187-26-000127, Part II Item 2. Amounts are in US dollars. Purchases under the Employee Share Purchase Plan are disclosed separately in those filings and are excluded here.

The cover page of the fiscal 2025 Form 10-K states 110,482,671 shares of common stock outstanding as of 11 March 2026. The cover page of the Form 10-Q for the quarter ended 2 August 2026 states 105,594,064 as of 28 August 2026. That is a fall of 4,888,607 shares, or 4.4%, over the period between the two measurement dates. Over the same span the filings report 4,918 thousand shares repurchased and retired in the 26 weeks ended 2 August 2026, a further 0.9 million repurchased between 2 February 2026 and 11 March 2026, and a further 1.0 million between 3 August 2026 and 28 August 2026, against 187 thousand shares issued under share based plans in the 26 weeks. The diluted weighted average share count used for earnings per share fell from 119,068 thousand in fiscal 2025 to 114,201 thousand for the 26 weeks ended 2 August 2026 and 112,919 thousand for the quarter ended 2 August 2026.

The average price paid per share disclosed month by month fell from $198.90 in the fiscal month ended 1 February 2026 to $117.06 in the fiscal month ended 2 August 2026. Cash paid for repurchases in the 26 weeks ended 2 August 2026 was $695.1 million, 2.9% below the $715.7 million paid in the comparable period of fiscal 2025, while the shares retired rose from 2,491 thousand to 4,918 thousand.

Returns, liquidity and efficiency

Table 2.8 Ratio analysis, fiscal 2023 to fiscal 2025 and the twelve months to 2 August 2026

Source: derived from Forms 10-K 0001397187-26-000020, 0001397187-25-000013 and 0001397187-24-000010, and Forms 10-Q 0001397187-26-000127, 0001397187-25-000055 and 0001397187-25-000039. Fiscal 2023 ended 28 January 2024, fiscal 2024 ended 2 February 2025 and fiscal 2025 ended 1 February 2026. Growth for fiscal 2023 is against the 52 weeks ended 29 January 2023 as reported in Form 10-K accession 0001397187-24-000010. Free cash flow is cash provided by operating activities less payments to acquire property and equipment. The quick ratio is cash and cash equivalents plus accounts receivable over current liabilities.

Return on average equity fell from 42.4% in fiscal 2024 to 34.0% in fiscal 2025 and to 30.9% on the twelve months to 2 August 2026, with net income falling while average equity rose from $4,278.1 million to $4,642.9 million. The quick ratio fell from 1.06 at 1 February 2026 to 0.87 at 2 August 2026 as cash fell $417.5 million over the 26 weeks. Total stockholders' equity was $4,791.2 million at 2 August 2026 against $4,961.8 million at 1 February 2026, and retained earnings fell $158.6 million over the half: net income of $524.3 million against $682.8 million charged to retained earnings for share repurchases.

The twelve month figures in Table 2.8 span a fourth quarter that carries most of the year's profit. The Form 10-Q states that "we generated approximately 37% of our full year operating profit during the fourth quarter of 2025" (accession 0001397187-26-000127).

3 MD&A & Management Commentary

In the second quarter of fiscal 2026, ended 2 August 2026, net revenue fell 4% to $2,415.6 million and 5% on a constant dollar basis, comparable sales fell 9% and 10% on a constant dollar basis, operating margin was 18.8%, down 190 basis points, and diluted earnings per share were $2.92 against $3.10 a year earlier. The quarter carries $134.5 million of tariff refunds received under the International Emergency Economic Powers Act, recognised as a reduction of cost of goods sold, plus $4.1 million of associated interest in other income (expense), net; together they added $0.86 to diluted earnings per share and 560 basis points to both gross margin and operating margin (Form 10-Q, accession 0001397187-26-000127). The quarterly report attributes the Americas result to reduced traffic, lower conversion rates and a decrease in average order value. Meghan Frank, Interim Co-CEO and Chief Financial Officer, stated in the release accompanying those results: "While we continue to navigate some challenging dynamics, we are taking a prudent approach with our revised full-year outlook." (Form 8-K Exhibit 99.1, accession 0001397187-26-000126.)

For fiscal 2025, the year ended 1 February 2026, net revenue rose 5% to $11,102.6 million, operating margin fell 380 basis points to 19.9%, and diluted earnings per share were $13.26 against $14.64 in fiscal 2024, the year ended 2 February 2025. Item 7 attributes the operating margin decline mainly to increased tariff rates in the United States and the removal of the de minimis provision. Chapter 2 carries gross margin, inventory and the share repurchase programme, and chapter 1 carries the segment and channel revenue lines.

The guidance record

Guidance for the year ending 31 January 2027 has been issued three times and reduced at each revision. The standing figures as at 7 September 2026 are net revenue of $10.350 billion to $10.500 billion and diluted earnings per share of $9.48 to $9.73, both set on 3 September 2026.

Table 3.1 Fiscal 2026 guidance, the year ending 31 January 2027, and what each figure has since been restated to

The fiscal 2025 sequence is closed. The full year revenue range was held on 5 June 2025, lowered on 4 September 2025, then moved up and narrowed on 11 December 2025. Earnings per share guidance was lowered in June and again in September, and moved up in December.

Table 3.2 Fiscal 2025 guidance, the year ended 1 February 2026, and how each figure was closed out

Across the seven quarters charted, reported net revenue came in below the guided range twice, in the quarter ended 3 August 2025 and in the quarter ended 2 August 2026. Reported diluted earnings per share came in above the guided range in all six closed quarters, most widely in the quarter ended 2 August 2026, where $0.86 of the $2.92 reported is the tariff refund and associated interest, net of tax.

The six Forms 8-K carrying Item 2.02

Table 3.3 Forms 8-K reporting results since 1 May 2025, with the Item numbers from the EDGAR filing header

The 11 December 2025 filing is the only one of the six that carries Items beyond results and exhibits. The contested 2026 solicitation whose costs appear in the expense lines below is chapter 6's subject, and the full current report log is chapter 5's.

Tariffs and sourcing costs

Table 3.4 What management states about tariffs and sourcing costs, with the amount and the period it attaches to

The dates management gives for the policy changes are 2 April 2025 for the announcement of a 10% baseline tariff on imports from nearly all countries, with higher country specific rates scheduled from 9 April 2025; 29 August 2025 for the elimination of the de minimis exemption for all countries, with legislation enacted to repeal the statutory exemption entirely by 1 July 2027; 20 February 2026 for the U.S. Supreme Court decision invalidating tariffs imposed under the IEEPA, immediately after which the U.S. Administration initiated new tariffs at different rates under alternative legislative powers; and 13 August 2026 for the U.S. Court of International Trade upholding the removal of the de minimis exemption (Form 10-K Item 7, accession 0001397187-26-000020; Form 10-Q Part I Item 2, accession 0001397187-26-000127).

The annual report states the forward position in these terms: "Based on the current landscape, mitigating actions are not expected to fully offset the effect of imposed tariffs and the removal of the de minimis exemption, and we expect continued decline in our gross margin and operating margin in 2026." (Form 10-K Item 7, accession 0001397187-26-000020.) The 10-K also records that the majority of sales to United States e-commerce guests are fulfilled from distribution centres in Canada, that historically a significant proportion of those orders qualified for the de minimis exemption, and that removing the exemption increased the cost of fulfilling them.

On the refunds, the latest quarterly report states: "However, the ultimate additional amounts that we may be refunded, if any, remain uncertain, and as of August 2, 2026, we have not recognized an asset in relation to further IEEPA tariff refund claims." (accession 0001397187-26-000127.) The same section names the consumer class actions that chapter 5 sets out.

In the year ended 1 February 2026, Americas product margin fell 340 basis points, which Item 7 attributes primarily to the impact of tariffs and increased markdowns. In the quarter ended 3 May 2026, Americas product margin fell 500 basis points, attributed primarily to the impact of higher tariffs. In the quarter ended 2 August 2026, the refund raised Americas product margin by 830 basis points and consolidated product margin by 560 basis points, and across the first two quarters by 420 and 280 basis points respectively (accessions 0001397187-26-000020, 0001397187-26-000078 and 0001397187-26-000127).

What management flags for itself

Table 3.5 Trends named in the MD&A and the earnings releases, with the filing each came from

The fiscal 2025 annual report names enterprise efficiency as the third pillar of the action plan, and in the first two quarters of fiscal 2026 selling, general and administrative expenses rose 9.1% to $2,066.3 million on net revenue of $4,887.2 million against $4,895.9 million, taking the expense ratio up 360 basis points to 42.3%; the quarterly report attributes 230 basis points of that increase to head office costs and 130 basis points to costs related to the operating channels. And the outlook of $9.48 to $9.73 in diluted earnings per share set on 3 September 2026 includes the $0.86 already recognised from tariff refunds and assumes no further refunds, which leaves $8.62 to $8.87 outside that item, against the $12.10 to $12.30 guided for the same year on 17 March 2026.

4 Sector & Competitor Analysis

In the second quarter of fiscal 2026, the quarter ended 2 August 2026, lululemon athletica inc. reported net revenue of $2,415.6 million, 4.3% below the $2,525.2 million of the quarter ended 3 August 2025, with gross margin at 60.5% against 58.5% and operating margin at 18.8% against 20.7% (accession 0001397187-26-000127). For the full year ended 1 February 2026, net revenue was $11,102.6 million, 4.9% above the prior year, gross margin 56.6% and operating margin 19.9% (accession 0001397187-26-000020). Across the six listed athletic and activewear comparators in this chapter, on the latest full year each has filed, lululemon ranks third on gross margin, second on operating margin, third on revenue growth and second on return on equity. Deckers Outdoor Corporation and Amer Sports, Inc. report higher gross margins, Deckers alone a higher operating margin and a higher return on equity, and Amer Sports and Deckers faster revenue growth.

What the filings say about the sector

Item 1 of the Form 10-K for fiscal 2025, the year ended 1 February 2026, states that competition in the athletic apparel industry "is based principally on brand image and recognition as well as product quality, innovation, style, distribution, and price" (accession 0001397187-26-000020). The same Item describes the field lululemon competes in as "global as well as regional and country-specific wholesalers and direct sellers of athletic apparel and footwear".

Neither Item 1 nor Item 1A of that filing names a single competitor, and neither carries a market share figure for lululemon or for any other company; both Items were read in full. Item 1A instead sorts competitors into categories: the company competes against "large, diversified apparel companies with substantial market share", against "established companies expanding their production and marketing of technical athletic apparel", and against "smaller retailers and those specifically focused on women's athletic apparel".

Two disclosures in the same Item 1 bear on the margin comparison that follows. lululemon owns and operates no manufacturing facilities, and works with approximately 51 product manufacturing vendors and approximately 65 fabric suppliers, five of each producing 47% of its products and 48% of its fabric in the year; chapter 1 gives the country split and chapter 8 sets the same figures against the prior year. Item 1 states that the company believes its vertical retail distribution strategy and community based marketing differentiate it further and let it control its brand image more effectively, and it groups wholesale to fitness studios, athletic organisations, corporate sales and university campus retailers under other channels, used with the stated goal of building brand awareness and providing broader access to its products. Chapter 1 carries the store estate, the channel split, the geographic split and the segment split behind the consolidated figures compared here.

The comparator set and how it was chosen

Because the 10-K names no competitor, the selection rule is taken from the categories Item 1A does name, and applied to companies that file their own financial statements with the Securities and Exchange Commission and sell athletic or activewear apparel and footwear. Three of the four categories Item 1A names are filled: global wholesalers and direct retailers, established companies expanding their production and marketing of technical athletic apparel, and large diversified apparel companies. The fourth, smaller retailers and those specifically focused on women's athletic apparel, has no entry in Table 4.1, and none of the six comparators fits it. Table 4.1 records the category each comparator fills with a short label: global wholesaler and direct retailer, technical athletic apparel, and large, diversified apparel company, each standing for the Item 1A category named in full above. Each entry is a company whose own annual filing carries the figures used in Table 4.2.

Table 4.1 The comparator set, why each is in it, and what makes the comparison imperfect

On Holding AG (ONON) fits the description and sits outside Table 4.2 and outside the price block. It sells technical athletic footwear and apparel and files Form 20-F under accession 0001858985-26-000008 for the year ended 31 December 2025. It reports in Swiss francs, with net sales of CHF 3,014.0 million, and its cover page share count of 296,873,353 as of 31 December 2025 covers the Class A ordinary shares alone. A dollar revenue line and a whole company market value therefore cannot be struck from its own filing.

Fiscal years and fiscal labels do not line up

Five different fiscal year end dates sit inside a table of seven companies, and four different labelling conventions sit on top of them. The label in Table 4.1 is each registrant's own DocumentFiscalYearFocus from its filed cover page, next to the period end date from the same cover page. Read against the calendar, the seven latest annual periods run from a year ended 31 December 2025 to a year ended 31 May 2026, a spread of five months. Two comparisons in this chapter carry that spread. First, the growth column in Table 4.2 covers seven periods that overlap only in part, so lululemon's 4.9% for the year to 1 February 2026 and NIKE's 0.2% for the year to 31 May 2026 share only eight months of trading conditions. Second, every multiple in Table 4.3 divides one market value struck on 4 September 2026 by a denominator whose age ranges from three months old, in NIKE's case, to eight months old, in the case of Columbia and Amer Sports. Only Gap's year end, 31 January 2026, sits within a day of lululemon's.

The like for like comparison

Every column below is struck on one definition applied to all seven companies. Revenue, gross profit and net income are as each filing presents them. Operating margin uses each filing's own income from operations subtotal, except for NIKE, which presents none: for NIKE the figure is gross profit of $19,911 million less total selling and administrative expense of $16,114 million, both from the face of the same income statement. Inventory days are 365 times the average of the two inventory balances the filing presents, divided by cost of sales for the year. Return on equity and return on assets are net income over the average of the two equity and total asset balances the same filing presents.

Table 4.2 Revenue, growth, margins, inventory days and returns, latest full year filed by each company

Gap's gross margin, net margin and inventory days rest on a cost line that includes occupancy expenses, so those three columns of the Gap row stand on a different definition from the other six rows. Gap's revenue, growth, operating margin, return on equity and return on assets are struck on the same definition as everyone else's.

lululemon's $11,102.6 million of net revenue is the third largest in the set, behind NIKE at $46,398.0 million and Gap at $15,366.0 million. Its 4.9% growth is the third highest of the seven, behind Amer Sports at 26.7% and Deckers at 9.8%. Three comparators grew by less than 2%: NIKE at 0.2%, Columbia at 0.9% and Gap at 1.9%. Under Armour's revenue fell 3.8%.

On gross margin, three companies sit within 1.1 percentage points of each other at the top of the set: Deckers at 57.7%, Amer Sports at 57.6% and lululemon at 56.6%. The spread widens at the operating line. Deckers converts its 57.7% gross margin into a 23.1% operating margin, lululemon converts 56.6% into 19.9%, and Amer Sports converts 57.6% into 10.7%. NIKE and Gap start from gross margins in the low forties and finish at 8.2% and 7.3%. Under Armour reported an operating loss of $163.1 million on revenue of $4,966.4 million.

Inventory and returns

lululemon's inventory at 1 February 2026 is 119.0 inventory days on the definition used across the set. Three comparators carry fewer days, Deckers at 77.4, Gap at 85.7 on a cost line that includes occupancy, and NIKE at 103.3, and three carry more, Under Armour at 125.4, Columbia at 149.9 and Amer Sports at 186.7. Chapter 2 carries the balances themselves and the turn on the twelve months to 2 August 2026.

lululemon's 34.0% return on equity is the second highest in the set, behind Deckers at 40.9%, and its 19.7% return on assets is likewise second behind Deckers at 28.2%. Gap reports a 23.1% return on equity against a 6.7% return on assets, with equity of $3,801 million on total assets of $12,632 million at 31 January 2026. Under Armour's returns are negative because it reported a net loss of $495.6 million for the year ended 31 March 2026.

Market value on 4 September 2026

The as of date for every price in this report is the close of Friday 4 September 2026. United States markets were shut on Monday 7 September 2026, so 4 September is the last close. Each price is the regular session close on that date; after hours prints on the same date are not used. Each share count is the cover page count from the most recent periodic report each registrant had on file at that date, with the cover page's own as of date. This block is the single price basis for the whole report, and chapter 9 imports it verbatim.

Table 4.3 Market value on 4 September 2026 and the multiples on the latest full year filed

Two comparators carry more than one class of common stock. NIKE's 1,483,498,703 shares are 281,387,752 Class A shares and 1,202,110,951 Class B shares; the Class A shares are not listed, convert into Class B on a one for one basis, and are valued here at the Class B close of $38.40. Under Armour's 429,545,541 shares are 188,839,506 Class A, 34,450,000 Class B and 206,256,035 Class C; the Class B shares are not listed, convert into Class A on a one for one basis, and are valued at the Class A close of $5.25, while the Class C shares carry their own close of $5.12. Under Armour's net loss makes its market value to net income undefined, and it reads n/a rather than a negative number. lululemon has a single class of common stock, par value $0.005 per share.

Amer Sports files Form 20-F rather than Form 10-Q, so its cover page share count is dated 31 December 2025, eight months older than the counts for the Form 10-Q filers. lululemon's own count of 105,594,064 as of 28 August 2026 is 4,888,607 shares, 4.4%, below the 110,482,671 the fiscal 2025 Form 10-K carried as of 11 March 2026, which chapter 2 sets against the repurchase programme.

The market value figures were struck one trading day after lululemon reported the quarter ended 2 August 2026. The LULU close fell from $121.77 on 3 September 2026 to $100.61 on 4 September 2026, on volume of 25,992,145 shares against 3,747,444 the day before. The Form 8-K carrying the results is accession 0001397187-26-000126, filed 3 September 2026, and the Form 10-Q is accession 0001397187-26-000127, filed the same day.

5 Material Events & Contracts

lululemon athletica inc. filed 17 Forms 8-K between 1 May 2025 and 7 September 2026. The most recent, filed 3 September 2026, furnished the earnings release for the second quarter of fiscal 2026, ended 2 August 2026 (accession 0001397187-26-000126). Three weeks earlier, on 13 August 2026, an Item 8.01 report stated that Ranju Das ceased to serve as Chief AI & Technology Officer and that transition plans were in place for his responsibilities (0001397187-26-000120).

Two of the 17 carry Item 1.01, Entry into a Material Definitive Agreement. The Form 8-K filed 21 October 2025 also carries Item 2.03 and reports a $600.0 million unsecured revolving credit facility (0001397187-25-000045). The Form 8-K filed 27 May 2026 reports a Cooperation Agreement with the company's founder, Dennis J. "Chip" Wilson, and eight affiliated holders, signed during the contested proxy solicitation for the 2026 annual meeting (0001213900-26-061531). Six of the 17 carry Item 5.02, director and officer changes, across a period in which the chief executive, the president and chief commercial officer and the president of the Americas all changed. Six directors changed over the same period: two were appointed in March and April 2026, two more were appointed after the 2026 annual meeting, and two did not stand for reelection. The outgoing chief executive also left the board, effective 31 January 2026. Table 5.3 sets out each change.

Table 5.1 Forms 8-K filed between 1 May 2025 and 7 September 2026, newest first

Item numbers are those carried in the EDGAR filing header of each report.

The Form 8-K filed 25 June 2026 defines the annual meeting as the one "held on June 25, 2026" in its Item 5.02 text. The EDGAR period of report on the same filing, 24 June 2026, is the date the board acted on the two appointments reported in that Item, and the row for it in Table 5.3 carries that date on that basis (0001397187-26-000088).

The two Item 1.01 agreements

The Second Amended and Restated Credit Agreement, 15 October 2025. This is an unsecured revolving bank facility between lululemon athletica inc. and certain of its subsidiaries as co borrowers, Bank of America, N.A. as administrative agent, and the lenders party to it, filed as Exhibit 10.1 to accession 0001397187-25-000045. It provides $600.0 million of commitments for five years, maturing 15 October 2030 with two one year extensions available at lululemon's request, and lululemon may request increases in the aggregate commitments up to a total of $1.0 billion. The same filing reports it under Item 2.03 as the creation of a direct financial obligation: the facility is guaranteed by lululemon and certain of its subsidiaries, borrowings may be prepaid and commitments reduced or terminated without premium or penalty subject to customary breakage costs, and borrowings bear interest at rates based on alternative benchmarks at lululemon's option plus an applicable margin, with the margin and any commitment fees set by a pricing grid based on credit ratings or financial ratios. The covenants include limitations on indebtedness, liens, fundamental changes, dispositions of assets and changes in the nature of business, restrictions on subsidiary dividends and distributions, and financial covenants based on leverage and fixed charge coverage ratios; a change of control is among the events of default.

Nothing has been drawn on it. Note 13 of the Form 10-K for the year ended 1 February 2026 states that borrowings bear interest at variable rates based on the Secured Overnight Financing Rate or an alternate base rate plus applicable margin, and Note 4 of the Form 10-Q for the quarter ended 2 August 2026 states compliance with all covenants at that date (0001397187-26-000020 and 0001397187-26-000127). Alongside it sits an uncommitted, unsecured Chinese Yuan denominated revolving facility, the equivalent of $44.4 million at 2 August 2026 against $43.1 million at 1 February 2026, with no borrowings or guarantees outstanding and letters of credit of $13.7 million and $7.9 million at those two dates. Chapter 2 carries the drawn and undrawn balances at each date.

The Cooperation Agreement, 26 May 2026. This is a settlement of the contested proxy solicitation between lululemon athletica inc. and Dennis J. "Chip" Wilson together with Anamered Investments Inc., LIPO Investments (USA), Inc., Wilson 5 Foundation, Wilson 5 Foundation Management Ltd., Five Boys Investments ULC, Shannon Wilson, Low Tide Properties Ltd. and House of Wilson Ltd., filed as Exhibit 10.1 to accession 0001213900-26-061531 and signed for the company by Marti Morfitt, Executive Chair. Wilson represents in Section 8(a) that he beneficially owns 9,904,856 shares, approximately 8.7% of the outstanding common stock on a fully converted basis. The agreement runs until 30 calendar days before the bylaw deadline for stockholder director nominations for the 2028 annual meeting; the company's press release describes that as approximately 18 months.

lululemon increases the board by two seats and appoints Laura Gentile and Marc Maurer as independent directors immediately after the 2026 annual meeting, which it undertakes to use reasonable best efforts to hold on 25 June 2026 and in any event no later than 11 July 2026; each signs an irrevocable conditional resignation letter effective on the earlier of termination of the company's obligations under Section 9(a)(ii) and the Termination Date. A third new independent director with apparel product and brand expertise is to be appointed by 1 October 2026, subject to Wilson's approval, not to be unreasonably withheld, conditioned or delayed. At least one incumbent director retires no later than the conclusion of the 2027 annual meeting. The company nominates only Chip Bergh, Esi Eggleston Bracey and Teri List at the 2026 meeting, recommends and solicits proxies for Wilson's board declassification proposal, and, if that proposal passes, submits a binding charter amendment at the 2027 meeting to declassify the board fully from the 2028 meeting. Section 14(k) reads: "The Company shall pay to Wilson an amount equal to US$4,000,000 to be used for the betterment of Kitsilano Beach." Under Section 14(j) the chief executive, the executive chair and two independent directors meet Wilson at least once per fiscal quarter, within two weeks of each quarterly earnings call.

Wilson irrevocably withdraws the nomination notice dated 29 December 2025 and the books and records inspection demand dated 28 January 2026, ceases the proxy solicitation and takes down the websites and social media supporting it. Until the Termination Date he votes his shares in accordance with the board's recommendations, other than on an Extraordinary Transaction or any charter amendment. The standstill bars him from acquiring beneficial ownership of "more than nine and nine-tenths percent (9.9%) of the shares of Common Stock outstanding at such time", and from selling to a third party that would then hold more than 4.9%, with carve outs for open market sales, widely dispersed underwritten offerings and specified Schedule 13G filers. The agreement adds mutual nondisparagement, a no litigation covenant and public statement provisions, with a 15 calendar day cure period on either side.

A press release from both parties is furnished as Exhibit 99.1 to the same filing. Chapter 6 carries the solicitation, the statements each side made in that release and the 25 June 2026 meeting result.

Material contracts on the exhibit indexes

The exhibit index at Item 15 of the Form 10-K for the year ended 1 February 2026 and Part II Item 6 of the two fiscal 2026 Forms 10-Q carry the contracts entered into over the period Table 5.1 covers. Both Item 1.01 agreements appear there, the credit agreement in the annual report and the Cooperation Agreement in the first quarter report.

Table 5.2 Material contracts on the fiscal 2025 Form 10-K and fiscal 2026 Form 10-Q exhibit indexes

Much of the rest of the fiscal 2025 exhibit index is carried over from earlier filings: the Restated Certificate of Incorporation from the fiscal 2023 Form 10-K, the Bylaws from the fiscal 2022 Form 10-K, the 2007 exchangeable share documents from the Form S-1 and the September 2007 Form 10-Q, the 2023 Equity Incentive Plan, the Employee Share Purchase Plan, the Executive Bonus Plan, the Insider Trading Policy and the clawback policy. Four compensation exhibits are marked filed herewith rather than incorporated by reference: the form of nonqualified stock option agreement at exhibit 10.2, the form of notice of grant of performance shares and performance shares agreement at 10.3, the form of notice of grant of restricted stock units and restricted stock unit agreement at 10.4, and the Outside Director Compensation Plan at 10.12 (0001397187-26-000020).

Director and officer changes

Table 5.3 Director and officer changes reported under Item 5.02 and Item 8.01

The retention terms for the two interim chief executives remain outstanding and subject to continued vesting and an extended exercise period if either is terminated without cause within 12 months of a permanent chief executive's start date, subject to customary release and restrictive covenants (0001397187-25-000054). Heidi O'Neill's start date is 8 September 2026 (0001397187-26-000070). Chapter 7 carries the Forms 3 and 4 behind these changes.

Legal proceedings

Item 3 of the Form 10-K for the year ended 1 February 2026 cross refers to Note 22, Commitments and Contingencies. Part II Item 1 of both fiscal 2026 Forms 10-Q cross refers to Note 12, Legal Proceedings and Other Contingencies, and adds no separate matter. Both statements say the company believes the ultimate resolution of routine legal matters is not reasonably likely to have a material adverse effect on its financial position, results of operations or cash flows, and the annual report adds that litigation and regulatory matters are inherently uncertain and that an adverse outcome could have a material impact in a particular reporting period. The company has recognised immaterial provisions related to the expected outcome of legal proceedings.

Table 5.4 Legal proceedings named in the filings, as at the Form 10-Q for the quarter ended 2 August 2026

Source: Form 10-K for the year ended 1 February 2026, Note 22, accession 0001397187-26-000020; Form 10-Q for the quarter ended 2 August 2026, Note 12, accession 0001397187-26-000127.

The two consumer class actions follow the tariff refunds. Both filings state that lululemon submitted refund claims for eligible tariffs paid under the International Emergency Economic Powers Act and received $134.5 million of refunds in the quarter ended 2 August 2026, and both plaintiff groups plead the alleged tariff cost component of prices charged and the potential governmental reimbursement of it (0001397187-26-000127). Chapter 3 carries the tariff amounts and the policy dates.

Commitments

Note 22 of the Form 10-K for the year ended 1 February 2026 identifies two commitments: operating leases, and licence and supply arrangements under which partners operate lululemon branded retail locations and sell lululemon products on websites in specified countries, with lululemon supplying products, training and other support. There were 45 licensed locations at 1 February 2026: 13 in the United Arab Emirates, nine in Saudi Arabia, eight in Israel, four each in Kuwait and Qatar, three in Turkey, two in Belgium and one each in Bahrain and Denmark (0001397187-26-000020).

Present value of the payments charted above is $1,798.4 million, split $298.7 million current and $1,499.7 million noncurrent, at a weighted average remaining lease term of 6.59 years and a weighted average discount rate of 4.4%.

Table 5.5 Other commitments and obligations disclosed in the fiscal 2025 Form 10-K and the Form 10-Q for the quarter ended 2 August 2026

The Item 8.01 disclosure in the Form 8-K filed 11 December 2025 records the board's approval on 3 December 2025 of a $1.0 billion increase to the stock repurchase programme, the fourth increase, taking the aggregate authorisation to $4.0 billion (0001397187-25-000054 and 0001397187-26-000127). Chapter 2 carries the repurchases themselves and the share count.

6 Ownership, Voting Power & Annual Meeting

The 2026 annual meeting was a contested solicitation. There is no Form DEF 14A for it. Two definitive proxy statements went out on the DEFC14A form type: one filed by lululemon athletica inc. on 18 May 2026, accession 0001213900-26-058095, and one filed by Dennis J. "Chip" Wilson on 10 April 2026, accession 0001193125-26-151437, with lululemon named as the subject company. The company's board recommended three nominees; the Wilson group nominated three others and submitted a stockholder proposal to declassify the board. On 26 May 2026 the two sides entered a cooperation agreement, the Wilson group withdrew its nomination notice, and the meeting proceeded on 25 June 2026 with the three company nominees on the ballot.

The record date and the two classes that vote

The record date was the close of business on 30 April 2026. As of that date 109,318,984 shares of common stock and 5,115,961 shares of special voting stock were issued and outstanding, 114,434,945 shares in total, and the proxy statement states that each share of both classes carries one vote and that the two classes vote together as a single class (accession 0001213900-26-058095). A quorum required 57,217,473 votes.

Schedule 13D/A accession 0001193125-26-382473 states that each share of special voting stock has voting rights equivalent to one share of common stock but no economic rights, and that each is paired with one exchangeable share of Lulu Canadian Holding, Inc., a wholly owned subsidiary, redeemable for one share of common stock. When an exchangeable share is exchanged, the company cancels the paired special voting share without consideration. Voting power and economic interest therefore coincide on a fully converted basis, and only one class, the common stock, is registered under Section 12(b).

The Q2 fiscal 2026 Form 10-Q cover page reports 105,594,064 shares of common stock outstanding as of 28 August 2026, par value $0.005 (accession 0001397187-26-000127). Schedule 13D/A accession 0001193125-26-382473 states 105,594,064 common shares and 5,115,961 special voting shares outstanding at the same date.

What each side put to stockholders

The company's proxy statement put five matters to the meeting and the board recommended a vote for all five, including the stockholder proposal submitted by Mr. Wilson (accession 0001213900-26-058095). The Wilson group's proxy statement solicited votes for its three nominees and for the declassification proposal, made no recommendation on the auditor ratification or on executive compensation, and stated that it intended to vote its own shares for the auditor ratification and against the executive compensation proposal (accession 0001193125-26-151437).

On its nominees, the Wilson group states: "We believe that the Board will benefit from the addition of the Wilson Nominees because their collective experience in brand building, product innovation and operations can help lululemon revitalize its once bold vision and maximize value for all shareholders." Its Reasons for the Solicitation section states: "In the Americas, the Company's largest geographic segment and the historic center of the brand's creative and technical leadership, sales and profit growth are negative." On the declassification proposal it states: "We believe that declassifying the Board will help enhance Board accountability to shareholders and improve lululemon's governance and Board refreshment practices." The same filing reports that the Wilson group may be deemed to beneficially own 9,904,856 shares, of which 5,115,961 are exchangeable and special voting shares on a fully converted basis, and that its proxy solicitor was Innisfree M&A Incorporated.

The company's proxy statement states: "The board of directors does not endorse any of Mr. Wilson's nominees, and the presence of Mr. Wilson's nominees on the enclosed universal WHITE PROXY CARD is NOT an endorsement of Mr. Wilson's nominees." In the letter to stockholders filed on 18 May 2026, accession 0001213900-26-058118, the board states: "Your Board firmly believes that replacing any of lululemon's directors with Mr. Wilson's less qualified nominees would endorse his misguided perspectives, deprive the company of critical skills and expertise, and risk derailing our progress in an especially pivotal time for our business and organization." The company's proxy solicitor was Okapi Partners.

The two sides agreed on the declassification proposal. The resolution as printed in the company's proxy statement reads: "RESOLVED, that the stockholders of the Company urge the Board to take all necessary steps to immediately declassify the Board, such that directors are elected to the Board on an annual basis. The immediate declassification of the Board shall be done in the most expeditious manner available under Delaware law and would not affect the unexpired terms of the previously elected directors." The board's statement in support reads: "After careful consideration and consistent with its ongoing review of governance practices, our board of directors believes that moving toward the annual election of directors is appropriate at this time."

The company expects aggregate expenses of approximately $19 million in excess of what it normally spends on an uncontested annual meeting, of which approximately $9 million had been incurred as at 18 May 2026, and it agreed a fee of up to $700,000 with Okapi Partners (accession 0001213900-26-058095). The Wilson group estimated approximately $6 million in total, of which approximately $4.35 million had been spent as at 10 April 2026, with a fee of up to $1.5 million to Innisfree M&A Incorporated (accession 0001193125-26-151437).

Table 6.1 Proxy solicitation filings on the 2026 annual meeting, 1 January to 7 September 2026

The Wilson group's first filing in the series is accession 0001193125-26-020373 of 23 January 2026 and its last is accession 0001193125-26-234893 of 21 May 2026. The company's last is the proxy supplement of 5 June 2026, accession 0001213900-26-065492.

The cooperation agreement of 26 May 2026

Form 8-K accession 0001213900-26-061531, Item 1.01, reports that on 26 May 2026 the company entered a cooperation agreement with Mr. Wilson and eight affiliated persons and entities. Under it the board will appoint Laura Gentile and Marc Maurer as independent directors effective immediately after the 2026 annual meeting and increase the board size accordingly, will take all necessary steps to appoint a further independent director with apparel product and brand expertise by 1 October 2026 subject to Mr. Wilson's approval, and will take all necessary actions to accept the retirement of at least one director serving on the board at the date of the agreement, effective no later than the conclusion of the 2027 annual meeting. The company will recommend a vote for the declassification proposal at the 2026 meeting and, if it passes, will submit a binding charter amendment at the 2027 annual meeting to declassify the board with effect from the 2028 annual meeting. Chapter 5 sets out the voting commitment, the standstill, the nondisparagement provisions and the remaining terms on each side.

The joint press release filed as Exhibit 99.1 to that Form 8-K carries a statement from each side. Marti Morfitt, executive chair, states: "On behalf of the Board, we are pleased to reach this agreement with Chip Wilson, which allows lululemon to focus on continuing to strengthen its performance," and Mr. Wilson states: "The Board additions lululemon announced today and strategic changes already made by the team reflect meaningful progress toward restoring the company's product-first vision and unlocking tremendous value for shareholders." The release also reports that in lieu of expense reimbursement the parties agreed that a donation will be made supporting athletics, art and landscaping at Kitsilano Beach in Vancouver, and that Mr. Wilson owns approximately 8.7% of the outstanding common stock.

The proxy supplement of 5 June 2026, accession 0001213900-26-065492, states: "As a result of Wilson having withdrawn its notice regarding the nomination of director candidates pursuant to the cooperation agreement, votes for any of Ms. Gentile, Eric Hirshberg or Mr. Maurer on any proxy card submitted by stockholders will be disregarded." It also states: "Because the number of nominees for election exceeded the number of directors to be elected as of the record date for the annual meeting, the election of directors at the annual meeting will continue to be conducted under a plurality voting standard in accordance with the company's bylaws." Under that standard the 2026 director ballots recorded votes withheld. The 2025 ballots recorded votes against, and the company's 2026 proxy statement describes majority voting in uncontested director elections as one of the practices the board has adopted.

How the votes fell

The 2026 annual meeting was held virtually on 25 June 2026. Results are in the Item 5.07 Form 8-K, accession 0001397187-26-000088, filed 25 June 2026 with a period of report of 24 June 2026, the date on which the board acted on the two appointments made under the cooperation agreement. All five proposals carried. Votes recorded on each proposal, including broker nonvotes where applicable, totalled 74,941,023, which is 65.5% of the 114,434,945 shares of common and special voting stock outstanding on the record date.

Table 6.2 Matters voted at the 2026 annual meeting, 25 June 2026

The Item 5.07 report records votes for, votes withheld and broker nonvotes on the three director ballots, and no abstentions. It records no broker nonvotes on the auditor ratification.

Measured against votes for and votes against or withheld, support ranged from 99.6% on the declassification proposal to 63.2% on executive compensation. Ms. List drew 6,190,326 votes withheld, more than three times the 1,959,276 withheld from Mr. Bergh.

Table 6.3 Matters voted at the 2025 annual meeting, 11 June 2025

Source: Form 8-K, Item 5.07, accession 0001397187-25-000029; the meeting was called by DEF 14A accession 0001397187-25-000017.

Votes recorded totalled 106,534,075 in 2025 against 74,941,023 in 2026, a fall of 31,593,052 shares, or 29.7%. Support for the advisory vote on executive compensation was 83.6% of votes for and against in 2025 and 63.2% in 2026. Support for the auditor ratification was 97.5% in 2025 and 95.4% in 2026. The 2025 meeting also carried a shareholder proposal, on charitable partnerships, which was not approved; the 2026 stockholder proposal, on declassification, was approved with the board's support.

Item 5.02 of the same 2026 Form 8-K reports that on 24 June 2026 the board appointed Laura Gentile as a Class I director and Marc Maurer as a Class III director, effective immediately after the meeting, and increased the board from 9 to 11 members. Both were appointed to the audit committee and to the corporate responsibility, sustainability and governance committee, and the board determined that each qualifies as independent under Nasdaq listing standards.

Ownership at the record date

Table 6.4 Beneficial ownership at 30 April 2026, holders above 5% and management

Source: DEFC14A accession 0001213900-26-058095. Percentages are calculated on 114,434,945 shares of common stock and special voting stock outstanding as of 30 April 2026. The right to acquire column is common stock issuable on options that had vested or would vest within 60 days of that date.

The proxy statement sources each holder above 5% to a beneficial ownership schedule. Mr. Wilson's row comes from a Schedule 13D/A filed 8 May 2026, which reported sole voting and dispositive power over 3,852 shares and shared power over 9,901,004. BlackRock's row comes from a Schedule 13G/A filed 26 January 2024, which reported sole voting power over 8,315,804 shares and sole dispositive power over 9,153,642. Vanguard Capital Management's row comes from a Schedule 13G filed 28 April 2026, reporting sole voting power over 1,054,727 shares and sole dispositive power over 7,985,349. The G1 Execution Services row comes from a Schedule 13G filed 13 November 2025 by G1 Execution Services, LLC with SIG Brokerage, LP, Susquehanna Investment Group and Susquehanna Securities, LLC, reporting sole voting and dispositive power over 6,050 shares and shared power over 6,487,961.

The 16 directors and executive officers together held 254,943 shares including options exercisable within 60 days, under 1% of the voting stock. The largest individual holding among them is Marti Morfitt at 84,632 shares. The proxy statement records that Calvin McDonald served as chief executive officer until 31 January 2026 and Celeste Burgoyne as president, americas and global guest innovation until 31 December 2025, that Mr. McDonald's last Form 4, of 1 July 2025, reported 110,564 shares and Ms. Burgoyne's last Form 4, of 18 December 2025, reported 5,318 shares, and that the company does not have information on either holding as at 30 April 2026.

Schedules 13D and 13G

Thirty one Schedules 13D and 13G name lululemon as subject company in the two years to 7 September 2026: 19 in the 13D family and 12 in the 13G family. EDGAR renamed these form types during the window, so a complete count of the filing register requires both the old labels, SC 13D and SC 13G, and the new ones, SCHEDULE 13D and SCHEDULE 13G. None was filed by lululemon on another issuer.

All 19 filings in the 13D family are amendments, numbered 7 through 25 without a gap, to the Schedule 13D first filed on 14 February 2019 by Dennis J. Wilson, Anamered Investments Inc., LIPO Investments (USA), Inc., Wilson 5 Foundation, Wilson 5 Foundation Management Ltd., Five Boys Investments ULC, Shannon Wilson, Low Tide Properties Ltd. and House of Wilson Ltd. Two of the 19 carry LIPO Investments (USA) Inc. as the named filing person; the reporting group is the same. Amendments 14 and 19 also name Laura Gentile, Eric Hirshberg and Marc Maurer as reporting persons, each reporting no shares.

Table 6.5 Schedule 13D amendments naming lululemon as subject, two years to 7 September 2026

Accession numbers, in the order of the rows above: 0000950170-24-138489, 0000950170-25-008417, 0000950170-25-106838, 0001193125-25-234754, 0001193125-25-319159, 0001193125-25-335818, 0001193125-26-083656, 0001193125-26-099161, 0001193125-26-108939, 0001193125-26-116509, 0001193125-26-132890, 0001193125-26-155180, 0001193125-26-202018, 0001193125-26-214601, 0001193125-26-233115, 0001193125-26-245848, 0001193125-26-309029, 0001193125-26-330833, 0001193125-26-382473. Shares reported are the aggregate amount beneficially owned by Dennis J. Wilson on each cover page, and the percent is the figure stated on that cover page.

The 19 amendments run from 19 December 2024 to 3 September 2026. Over that span the reported holding fell by 551,350 shares, from 10,122,201 to 9,570,851, while the stated percentage rose from 8.3% to 8.6%, because the share count the percentage is struck on fell further over the same period. Amendment 25 states that the reporting persons' entry into the Goldman Sachs prepaid variable share forward and the pledge of shares representing approximately 13.3% of the shares they own "are not, and should not be interpreted as, a change in the Reporting Persons' investment thesis regarding the Issuer or its securities."

Table 6.6 Schedule 13G family filings naming lululemon as subject, two years to 7 September 2026

FMR LLC's cover pages carry share counts to two decimal places, for example 14,517,182.60 on the May 2025 amendment; whole shares are shown above. FMR LLC's amendment of 7 October 2025 states that its holding is 5% or less of the class. The Vanguard Group's amendment of 27 March 2026 likewise reports 5% or less and zero shares; Vanguard Capital Management filed a new Schedule 13G a month later reporting 7,985,349 shares, 7.22%. Each of the eight 13G family filings from February 2025 onward carries the ordinary course certification, that the securities were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing control of the issuer. BlackRock, Inc. filed no Schedule 13G in this two year window; the beneficial ownership table in the 2026 proxy statement sources its row to a Schedule 13G/A of 26 January 2024, which sits before the window opens.

The institutional register

Form 13F-HR is filed by institutional investment managers under their own central index keys, so these reports do not appear under lululemon's CIK 1397187. 887 of them name CUSIP 550021109 for the quarter ended 30 June 2026, down from 991 for the quarter ended 31 March 2026, 1,062 for the quarter ended 31 December 2025 and 968 for the quarter ended 30 September 2025.

Table 6.7 Reported common stock positions of six institutional managers, 31 March and 30 June 2026

Accession numbers for the 30 June 2026 reports: 0002012383-26-003238, 0002100119-26-001527, 0000093751-26-000507, 0001214717-26-000008, 0000315066-26-002260, 0001446194-26-000008. For the 31 March 2026 reports: 0002100119-26-001311, 0000093751-26-000315, 0001214717-26-000006, 0000315066-26-001390, 0001446194-26-000005. BlackRock's 31 March 2026 report could not be retrieved through the holdings endpoint and reads n/a rather than being estimated.

FMR LLC's reported position fell by 3,395,147 shares over the quarter, the largest change among the five managers with both quarters reported. Its own Schedule 13G/A of 7 October 2025 reported 4,066,058 shares and 3.6% of the class, against 14,517,182 shares and 12.6% on its amendment of 12 May 2025.

Susquehanna International Group, LLP also reports option positions against the same CUSIP. At 30 June 2026 those were put positions of 115,400 and 3,419,500 and call positions of 157,300 and 4,946,000 (accession 0001446194-26-000008). Only the common stock line is counted in Table 6.7 and in Figure 6.4.

Where the ownership record names holders

Three documents name holders in this chapter: the beneficial ownership table in the DEFC14A for holders above 5% and for directors and officers, the Schedules 13D and 13G for filers who crossed the 5% threshold, and the Form 13F-HR reports for institutional managers. Forms 3, 4 and 5 name individual insiders and their transactions, and chapter 7 carries them. A search of the EDGAR filing register under CIK 1397187 with no date limit returns no Form D and no Form D/A, so the private placement record adds no names here; Item 3 of Form D names related persons only, the issuer's own executive officers, directors and promoters, with no field for a purchaser's identity.

7 Insider Activity

In the twelve months to 7 September 2026, Section 16 filers reported 47 Forms 4, 5 Forms 3 and 4 Forms 144 with lululemon athletica inc. as issuer, and no Form 5. Counts are of filings, not of distinct people: 18 reporting persons filed the 47 Forms 4. The most recent Form 4 in the window was filed on 29 June 2026, accession 0001397187-26-000115. No Form 4 filed by 7 September 2026 reports a transaction after 25 June 2026. By reporting person, each named as the Forms 4 themselves carry the name, the 47 forms are: Nicole Neuburger 9, Meghan Frank 8, André Maestrini 7, Martha A M Morfitt 3, Charles V Bergh 3, Ranju Das 2, Jon McNeill 2, Isabel Mahe 2, Esi Eggleston Bracey 2, and one each from Celeste Burgoyne, Shane Grant, David M Mussafer, Emily White, Alison Loehnis, Teri List, Kathryn Henry, Laura Gentile and Marc Maurer.

Open market transactions, transaction codes P and S, appear on 7 of the 47 forms. Purchases came to 13,640 shares across three lines and sales to 17,406 shares across five lines, a net of (3,766) shares. At the share counts and prices as filed that is $1,994,952 of purchases against $3,527,615 of sales. The buy to sell ratio is computed on open market transactions only and excludes grants, settlements, tax withholding and gifts: 0.78 on shares and 0.57 on value. The other 40 forms report awards, the settlement of awards, shares withheld for tax, and one gift.

Form 4 carries a box for the reporting person to state that a transaction was made under a contract, instruction or written plan intended to satisfy the affirmative defence conditions of Rule 10b5-1(c). The field reads false on all 47 filings.

How this company codes tax withholding on vesting

lululemon's Section 16 filers report shares withheld to pay tax on a vesting award under transaction code F, with an explanatory footnote attached to the security line. Two footnote wordings appear, both verbatim below:

• "Represents shares withheld for tax obligations in connection with vesting of restricted stock units." Eleven of the 14 code F lines carry this wording, 2,525 shares in total (accession 0001397187-26-000049, footnote F1)
• "Represents shares withheld for tax obligations in connection with settlement of performance share units." The other three lines carry this wording, 6,162 shares in total (accession 0001397187-26-000055, footnote F1)

Code S is never used for withholding on these forms. Every code S line in the window carries either a weighted average price footnote or no footnote at all, and none refers to a tax obligation. The 14 code F lines come to 8,687 shares. Reading them as discretionary selling would add 50% to the 17,406 shares of open market disposals in Table 7.3.

Table 7.1 Section 16 and Rule 144 filings with lululemon athletica inc. as issuer, twelve months to 7 September 2026

Table 7.2 Transaction codes carried by the 47 Forms 4, and what each code means

Twenty nine of the 47 forms carry at least one code A line. Some forms carry more than one code and some report on both the nonderivative and the derivative table, so the form counts in this table sum to more than 47.

Open market transactions

All three code P purchases fall between 20 March and 15 June 2026. All five code S sales fall between 30 September 2025 and 8 April 2026. Two of the three purchases were reported by Charles V Bergh, a director, as indirect holdings of the Charles and Juliet Bergh Revocable Trust dated May 5, 2013.

Table 7.3 Open market transactions reported on Forms 4, twelve months to 7 September 2026

Each weighted average price carries the standard undertaking to provide full information on the number of shares at each separate price within the stated range, on request from the issuer, a security holder or the SEC staff.

Plan and award driven transactions

Table 7.4 Settlements, tax withholding and gifts reported on Forms 4, twelve months to 7 September 2026

The five code M lines settle awards granted years earlier. The two of 30 December 2025 are exercises of options at $167.54 that had vested in four equal instalments on 28 March 2020, 2021, 2022 and 2023, and expired on 28 March 2026 (accession 0001397187-26-000002). The three of 30 March 2026 settle performance share units granted on 30 March 2023 for the three year period ending at the end of fiscal 2025, the year ended 1 February 2026, whose performance goals the issuer certified as achieved on 13 March 2026 (accession 0001397187-26-000055).

The code G footnote reads: "On 12/19/2025, the reporting person donated 6,500 shares of directly owned shares to a donor-advised fund, which will use the gifted shares for charitable purposes." (accession 0001397187-25-000068, footnote F1.)

Table 7.5 Code A awards reported on Forms 4, by reporting person, twelve months to 7 September 2026

Option exercise prices on those awards, as filed, are $165.69 on 9 September 2025, $206.29 on 15 December 2025, $207.87 on 17 December 2025 and $165.57 on 19 March 2026. Four directors took restricted stock units on 19 March 2026 in lieu of retainer fees under the Non-Employee Director Compensation Plan: Jon McNeill 355 units for $58,750, Isabel Mahe 664 units for $110,000, Shane Grant 695 units for $115,000 and David M Mussafer 1,087 units for $180,000. On 25 June 2026 each of eleven directors received 1,606 restricted stock units vesting on the earlier of 25 June 2027 or the date of the 2027 annual meeting.

The five Forms 3 and the director and officer changes behind them

A Form 3 is the initial statement of beneficial ownership, filed when a person first becomes a director, officer or ten percent holder. Four of the five in the window are new directors and one is a new officer.

Table 7.6 Forms 3 filed in the twelve months to 7 September 2026, and the Item 5.02 Form 8-K behind each

Two further Item 5.02 Forms 8-K in the window report changes that generated no Form 3, because each of the people involved was already a Section 16 filer: the appointment of André Maestrini as president and chief commercial officer on 21 November 2025 alongside Celeste Burgoyne's resignation (accession 0001397187-25-000047), and Calvin McDonald stepping down as chief executive officer and leaving the board on 11 December 2025, with Marti Morfitt appointed executive chair and Meghan Frank and André Maestrini appointed joint interim chief executive officers (accession 0001397187-25-000054). Chapter 5 sets out the terms of each.

A sixth Item 5.02 Form 8-K, accession 0001397187-26-000070 filed 22 April 2026, reports an employment agreement of 21 April 2026 appointing Heidi O'Neill Chief Executive Officer and a member of the board, in each case effective 8 September 2026. That effective date falls one day after this chapter's window closes on 7 September 2026, and no Form 3 for her appears in the window.

The 2026 annual meeting was a contested solicitation, which chapter 6 carries. Dennis J. Wilson, CIK 1407029, filed no Form 3, Form 4 or Form 5 with lululemon as issuer in the twelve months to 7 September 2026. No transaction in this chapter is connected by any filing to the solicitation, other than the Cooperation Agreement that the 25 June 2026 Form 8-K itself names as the basis for the Gentile and Maurer appointments.

The four Forms 144

A Form 144 is a notice of a proposed sale of restricted or control securities, filed before the sale, so it records an intention. Four were filed in the window, all by officers.

Table 7.7 Forms 144 filed in the twelve months to 7 September 2026

Three of the four notices are followed by a Form 4 code S line for the same share count on the same date, as Table 7.3 shows. The Celeste Burgoyne notice of 13,511 shares is followed by a Form 4 reporting two code S lines of 1,906 and 11,605 shares on 16 December 2025, which sum to 13,511 (accession 0001397187-25-000065). None of the four notices states a plan adoption date, and each carries the flag for nothing to report on securities sold in the past three months.

8 Risk Factors

Part II Item 1A of the Form 10-Q for the quarter ended 2 August 2026 (accession 0001397187-26-000127) reproduces the risk factors in full: 37 factors in seven groups. It opens: "In addition to the other information contained in this Form 10-Q and in our 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." Part II Item 1A of the Form 10-Q for the quarter ended 3 May 2026 (0001397187-26-000078) opens with the same sentence and carries the same 37 factors. Neither fiscal 2026 Form 10-Q states that there have been no material changes to the risk factors set out in the annual report; each sets out Item 1A in full.

Item 1A of the Form 10-K for the year ended 1 February 2026 (0001397187-26-000020) carries those same 37 factors. Item 1A of the Form 10-K for the year ended 2 February 2025 (0001397187-25-000013) carried 39. One factor is new, 28 are reworded, 8 are carried forward with editorial edits or refreshed figures, and three of the fiscal 2024 factors now sit inside other factors. The seven group names are unchanged. Their order changed: the group on global economic, political and regulatory conditions moves from fifth position to second, and the group on environmental, social and governance issues moves from fourth to last.

The new risk factor

One risk factor in the fiscal 2025 Item 1A has no counterpart in the prior year. Its heading reads, in full: 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. It sits in the group on global economic, political and regulatory conditions.

The 10-K states that "The United States also eliminated the de minimis duty-free exemption for certain shipments effective May 2, 2025, and an Executive Order extends this elimination globally beginning August 29, 2025, with legislation enacted to repeal the statutory exemption entirely by July 1, 2027." It states that "the majority of 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", and that more shipments are now subject to duties, taxes and customs procedures, "which increased product costs during 2025, and which we expect to continue into 2026 and beyond". It records that on 20 February 2026 the United States Supreme Court invalidated tariffs imposed under the International Emergency Economic Power Act and that the administration then initiated new tariffs at different rates under alternative legislative powers.

The Form 10-Q for the quarter ended 2 August 2026 adds amounts to that factor. It states: "We paid $230 million of tariffs under the IEEPA and have submitted refund claims for eligible IEEPA tariffs paid, including associated interest. During the second quarter of 2026, we received $134.5 million of IEEPA tariff refunds; however, the ultimate additional amounts that we may be refunded, if any, remain uncertain." The same factor states that the company's United States operating entity was named as a defendant in purported consumer class actions relating to alleged tariff related pricing actions and potential governmental tariff reimbursements, and that on 13 August 2026 the United States Court of International Trade upheld that the Supreme Court decision does not affect the removal of the de minimis exemption.

Tariffs are named in six of the 37 factors in the fiscal 2025 Item 1A. The fiscal 2024 Item 1A named them in one, the factor headed We may be unable to source and sell our merchandise profitably or at all if new trade restrictions are imposed or existing restrictions become more burdensome. In the fiscal 2025 filing that factor is replaced by the one headed Trade restrictions, tariffs, and customs changes could disrupt our supply chain and compress margins. Tariffs are added to the list of cost pressures in the factor on increasing costs and decreasing selling prices. The factor on macroeconomic volatility states that "In 2025, we experienced lower store traffic in the Americas, partially reflective of inflationary pressures and economic uncertainty weighing on discretionary spending."

The full comparison

Table 8.1 Item 1A of the Form 10-K for the year ended 1 February 2026, against Item 1A for the year ended 2 February 2025

Status reads new where the fiscal 2024 Item 1A carried no counterpart, reworded where a counterpart exists and the body text was rewritten, and carried forward where the heading and body survive with editorial edits or refreshed figures only. Headings are reproduced as filed. Source: accessions 0001397187-26-000020 and 0001397187-25-000013.

Three risk factors that Item 1A of the Form 10-K for the year ended 2 February 2025 carried do not appear as separate factors a year later. In each case the subject matter is inside another factor rather than removed from Item 1A.

Table 8.2 Risk factors dropped as separate items, year ended 1 February 2026 against the year ended 2 February 2025

Sourcing concentration

Two supply chain factors carry percentages. One is headed Disruptions of our supply chain, which is dependent on international suppliers, could have a material adverse effect on our operating and financial results. It gives the country of manufacture and the origin of fabric, in each case based on cost, and adds a sentence that the prior year did not carry: "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 factor on global political and economic instability makes the same point, naming potential conflicts involving Taiwan or other regions where suppliers are concentrated. Both fiscal 2026 Forms 10-Q repeat the 2025 percentages unchanged.

The vendor and fabric supplier concentration sits in the factor headed 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. That factor's text is otherwise carried forward from the prior year.

Table 8.3 Vendor and fabric supplier concentration stated in Item 1A, based on cost

Source: Item 1A of the Forms 10-K for the years ended 1 February 2026 (accession 0001397187-26-000020) and 2 February 2025 (0001397187-25-000013).

The proxy contest

The factor on stockholder and activist action was reworded in each of the three filings. In the Form 10-K for the year ended 1 February 2026 its heading reads Our business could be negatively affected as a result of actions of stockholders, activists, or shifting consumer sentiment. A year earlier it read Our business could be negatively affected as a result of actions of stockholders, activists, or others. The fiscal 2025 body states that on 29 December 2025 Dennis J. Wilson delivered a notice of intent to nominate three directors for election at the 2026 annual meeting of stockholders and submitted a nonbinding stockholder proposal requesting that the board take all necessary steps to immediately declassify the board so that all directors are elected on an annual basis. It states that "Responding to the proxy contest and any related actions by Mr. Wilson or other stockholders may disrupt our business, cause us to incur substantial costs, and divert the attention of our board of directors, management, and employees from the pursuit of our business strategies."

Both fiscal 2026 Forms 10-Q retitle the factor as Actions by stockholders, activists, or consumers could negatively affect our business. Each moves the body into the past tense and states that the company was recently involved in a proxy contest with Mr Wilson, that on 26 May 2026 it entered into a Cooperation Agreement with Mr Wilson and certain of his affiliates to resolve the proxy contest in connection with the 2026 annual meeting, and that the agreement terminates 30 calendar days before the bylaw deadline for stockholder director nominations for the 2028 annual meeting unless terminated earlier. Each states: "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." The Form 10-Q for the quarter ended 2 August 2026 further states that such matters have in the past and may in the future disrupt the business and divert the attention of the board, management and employees.

The fiscal 2025 Item 1A also carries, unchanged apart from hyphenation, the same factor on the takeover provisions of Delaware law and of the certificate of incorporation and bylaws. Table 8.5 gives the thresholds it sets out.

Leadership, litigation and artificial intelligence

The factor on senior management was reworded to add the chief executive officer stepping down effective 31 January 2026 and the appointment of interim co chief executive officers while a search ran for a permanent successor. The Form 10-Q for the quarter ended 3 May 2026 adds the employment agreement of 21 April 2026 to appoint Heidi O'Neill as chief executive officer, and the Form 10-Q for the quarter ended 2 August 2026 gives the effective date as 8 September 2026.

The litigation factor absorbed the fiscal 2024 factor on third party infringement claims. Both fiscal 2026 Forms 10-Q add consumer class action claims to the list of proceedings and state that the company is currently involved in securities and stockholder derivative litigation, cross referring to the legal proceedings note in the same report.

Artificial intelligence entered Item 1A in five factors that did not name it a year earlier. The factor on consumer shopping preferences states that artificial intelligence enabled shopping tools may reduce the company's control over consumer decision making and brand loyalty. The security breach factor states that advances in artificial intelligence could increase the sophistication of cyberattacks, and that the company's own use of such tools introduces adversarial manipulation of models, unintended data exposure and reliance on outputs that may be inaccurate or biased. That factor also states: "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." The technology systems factor and the online shopping systems factor each add a failure to leverage artificial intelligence effectively.

The competition factor adds a passage on imitation products: it states that if dupe or imitation products proliferate, whether through traditional retail channels or social media driven trends, and lead consumers to perceive less differentiation between the company's products and lower priced alternatives, the ability to maintain the brand premium, drive net revenue growth and sustain profitability could be adversely affected.

What the two fiscal 2026 quarters add

Fourteen of the 37 factors read differently in the Form 10-Q for the quarter ended 2 August 2026 than in the Form 10-K for the year ended 1 February 2026. Most of those differences are editorial. The substantive additions are set out below. The two Forms 10-Q also swap the order of the tax factor and the trade regulations compliance factor within the group on global economic, political and regulatory conditions, and change two headings. In the Form 10-K the intellectual property conflict factor is headed 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. In both Forms 10-Q it reads 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. The stockholder action factor is retitled as set out above.

Table 8.4 Substantive additions in Part II Item 1A of the two fiscal 2026 Forms 10-Q

Source: Part II Item 1A of the Forms 10-Q for the quarters ended 2 August 2026 (accession 0001397187-26-000127) and 3 May 2026 (0001397187-26-000078), read against Item 1A of the Form 10-K for the year ended 1 February 2026 (0001397187-26-000020).

The tax factor carries different statements in the annual filing and in the latest quarterly filing. The Form 10-K for the year ended 1 February 2026 and the Form 10-Q for the quarter ended 3 May 2026 both state that in October 2025 the Canada Revenue Agency withdrew from bilateral advance pricing arrangement negotiations. The Form 10-Q for the quarter ended 2 August 2026 states that in August 2026 the Internal Revenue Service withdrew from those negotiations. The latest filing also adds withholding taxes recognised since 2026 on the accumulated earnings of Hong Kong subsidiaries that are not indefinitely reinvested, alongside the Canadian withholding taxes recognised since 2022.

Lease and takeover thresholds

Table 8.5 Lease and takeover thresholds stated inside Item 1A

Source: Item 1A of the Form 10-K for the year ended 1 February 2026 (accession 0001397187-26-000020). The lease terms and the takeover provisions are stated in the same words in the Form 10-K for the year ended 2 February 2025 (0001397187-25-000013).

9 Stock Price, Scenarios & Sensitivity

lululemon athletica inc. reported the second quarter of fiscal 2026, the 13 weeks ended 2 August 2026, on 3 September 2026 in the Form 10-Q under accession 0001397187-26-000127. Net revenue in the quarter was $2,415.6 million, 4% below the second quarter of fiscal 2025, with comparable sales down 9% and Americas comparable sales down 12%. Gross margin of 60.5% included 560 basis points from International Emergency Economic Powers Act tariff refunds of $134.5 million received in the quarter. Diluted earnings per share were $2.92 against $3.10 a year earlier, of which $0.86 related to those refunds and the associated interest, net of tax. The as of price block for this report is fixed by chapter 4 and is reproduced in Table 9.1.

The three scenarios in this chapter roll the fiscal 2025 outturn forward three years on drivers the filings disclose: net revenue growth for each of the three reportable segments, comparable sales, gross margin, selling, general and administrative expenses as a percentage of net revenue, and the diluted share count. Every driver value in Table 9.3 is an assumption set here. None of it is company guidance, a forecast, a target or a recommendation. On those assumptions fiscal 2028 net revenue lands between $9.88 billion and $12.63 billion, and fiscal 2028 diluted earnings per share between $7.24 and $18.74, against $11.10 billion and $13.26 as filed for fiscal 2025.

The fiscal year label runs one year behind. lululemon's fiscal year ends on the Sunday closest to 31 January and carries the calendar year in which it begins. Fiscal 2025 is the year ended 1 February 2026. Fiscal 2026 ends on 31 January 2027, which the Form 10-Q states, and the scenario years therefore end on 31 January 2027, 30 January 2028 and 28 January 2029, the last two applying the same stated convention.

The price record

The chart covers the five years to the close of 4 September 2026. Its weekly series begins on 7 September 2021, seven months into fiscal 2021, which ran from 1 February 2021 to 30 January 2022, and ends with the week commencing 31 August 2026, whose close is the session of Friday 4 September 2026.

Table 9.1 The as of price block for lululemon athletica inc., imported verbatim from chapter 4

Chapter 4 fixes one as of date for the whole report, the close of Friday 4 September 2026, United States markets having been shut on Monday 7 September 2026. The share count is the dei:EntityCommonStockSharesOutstanding fact on the cover page of the Form 10-Q for the second quarter of fiscal 2026. Chapter 4's block records that the close fell from $121.77 on 3 September to $100.61 on 4 September on volume of 25,992,145 shares against 3,747,444 the day before. No other price figure in this chapter comes from anywhere but that block.

The drivers as filed

Table 9.2 Scenario drivers as the filings state them, fiscal 2023 to the first two quarters of fiscal 2026

Source: Forms 10-K, accession numbers 0001397187-26-000020 and 0001397187-25-000013, and Form 10-Q, accession number 0001397187-26-000127, retrieved through the SEC-API.io MCP server. Fiscal 2024 was a 53 week year and comparable sales for that year exclude the 53rd week. Comparable sales are as the filings define the term, which chapter 1 quotes in full.

The Americas segment was 70.7% of fiscal 2025 net revenue and 66.9% of second quarter fiscal 2026 net revenue. Its comparable sales moved from a 1% decline in fiscal 2024 to a 3% decline in fiscal 2025 to a 12% decline in the second quarter of fiscal 2026. The Form 10-Q attributes the second quarter decline to reduced traffic, lower conversion rates and a decrease in average order value, and states an action plan structured around three pillars, which chapter 3 sets out.

International revenue growth has decelerated while remaining positive. China Mainland net revenue grew 41% in fiscal 2024, 29% in fiscal 2025, 16% in the first two quarters of fiscal 2026 and 4% in the second quarter, which the Form 10-Q states was a 2% decrease on a constant dollar basis. Rest of World grew 27%, 16%, 9% and 5% across the same four periods. China Mainland comparable sales turned from 8% growth over the first two quarters to a 2% decline in the second quarter, or an 8% decline on a constant dollar basis.

Gross margin carries a tariff effect that has run in both directions. Chapter 3 sets out the amounts and the policy dates: an unmitigated reduction of approximately $275 million to fiscal 2025 gross profit, $230 million paid under the Act and $134.5 million refunded in the quarter ended 2 August 2026. Excluding the 560 basis point refund contribution, gross margin in the quarter ended 2 August 2026 was 54.9%; excluding the 280 basis point contribution to the first two quarters, that figure was 54.5%. The scenarios start from those two figures.

Selling, general and administrative expenses have risen faster than revenue for two consecutive periods. The ratio moved from 35.5% of net revenue in fiscal 2024 to 36.6% in fiscal 2025 and to 42.3% over the first two quarters of fiscal 2026, of which chapter 2 attributes $24.8 million to costs associated with proxy contest matters. The Form 10-Q states that approximately 37% of full year fiscal 2025 operating profit was generated in the fourth quarter, so the ratio for a full year sits below the ratio for the first two quarters.

The share count is a live driver

The diluted weighted average share count fell 3.9% between fiscal 2024 and fiscal 2025, and 5.0% between the first two quarters of fiscal 2025 and the first two quarters of fiscal 2026. The cover page count fell from 110,482,671 as of 11 March 2026 to 105,594,064 as of 28 August 2026, 4.4% in under six months. Chapter 2 carries the repurchase programme, the $4.0 billion authorisation and the $712.5 million remaining at 2 August 2026. The share count assumption in Table 9.3 is stated as an annual percentage change in the diluted weighted average count rather than as a dollar spend, so that no price assumption enters the model.

The three scenarios

Table 9.3 Three year scenarios built on the assumptions in the upper block

Source: fiscal 2025 as filed, Form 10-K accession number 0001397187-26-000020, is the starting point for every case. Every driver value is an assumption set in this chapter. These are assumptions, not company guidance, forecasts, targets or recommendations. The modelled driver is segment net revenue growth. The filings bridge each segment's net revenue change into comparable sales plus the contribution from new or expanded company operated stores and other channels, so the comparable sales record in Table 9.2 calibrates the growth assumptions above. Held constant across all three cases: the effective tax rate at 30.0%, against 29.5% as filed for fiscal 2025 and 30.4% for the first two quarters of fiscal 2026; amortisation of intangible assets at $8 million a year, against $6.961 million as filed for fiscal 2025; and other income, net at $30 million a year, against $28.352 million as filed for fiscal 2025. The exit multiple is an assumption applied to fiscal 2028 diluted earnings per share; the implied value is linear in it, so a reader who prefers a different multiple can scale the last row directly. The implied value is the product of the assumed multiple and the assumed fiscal 2028 diluted earnings per share.

The base case is an estimate under the assumptions in Table 9.3. It assumes the Americas decline stops in fiscal 2027 and returns to 1% growth in fiscal 2028, that China Mainland holds close to 10% growth for three years after growing 4% in the quarter ended 2 August 2026, and that gross margin settles near 55.5%, roughly one percentage point above the 54.5% the first two quarters of fiscal 2026 delivered once the $134.5 million of tariff refunds is stripped out. It assumes the SG&A ratio falls from 42.3% over the first two quarters of fiscal 2026 to 38.5% for the full year and then to 38.0%, which requires both the seasonal weighting the Form 10-Q describes and the removal of the $24.8 million of proxy contest costs. It assumes the diluted share count keeps falling at 3% to 4% a year, which the $712.5 million remaining under the current authorisation would not fund for three years at the fiscal 2025 rate of spend without a further increase. Each of those is a stated assumption, and any one failing moves the outcome by the amounts in Table 9.4.

What the best case requires

Four assumptions hold at once in the best case.

Americas net revenue returns to growth by fiscal 2027, from a 12% comparable sales decline in the quarter ended 2 August 2026. The case assumes the three pillar action plan the Form 10-Q describes takes effect within 18 months.

China Mainland compounds at 12% to 14% against 4% growth in the quarter ended 2 August 2026, and Rest of World at 9% to 11% against 5%. Both segments added stores over the year to 2 August 2026, 15 net new company operated stores in China Mainland and 10 in Rest of World, and both reported comparable sales declines in the quarter, so the case assumes new store contribution rises and comparable sales turn.

Gross margin reaches 58.0% by fiscal 2028, above the 56.6% of fiscal 2025 and 3.5 percentage points above the 54.5% the first two quarters of fiscal 2026 delivered excluding tariff refunds. That requires the tariff and de minimis costs the fiscal 2025 Form 10-K quantified at approximately $275 million of gross profit to fall away or be offset.

The SG&A ratio falls to 36.2%, below the 36.6% of fiscal 2025 and 6.1 percentage points below the first two quarters of fiscal 2026, while occupancy and depreciation costs rise with the store estate, which stood at 825 company operated stores as of 2 August 2026 against 811 as of 1 February 2026.

Sensitivity

Table 9.4 Fiscal 2028 diluted earnings per share and implied value per share, one driver moved at a time against the base case

Source: derived from the base case in Table 9.3. Base case fiscal 2028 diluted earnings per share are $13.36 and the implied value per share at the base case multiple of 16.0 times is $213.81. Every other assumption is held at the base case in each row.

Three percentage points a year on Americas revenue growth moves fiscal 2028 diluted earnings per share by $1.55, one percentage point of gross margin by $1.49 and one percentage point of the SG&A ratio by the same $1.49. Five percentage points a year on China Mainland growth moves it by $0.74 and on Rest of World growth by $0.61, because those two segments together were 29.3% of fiscal 2025 net revenue. One percentage point a year on the rate of share count reduction moves it by $0.83. The exit multiple moves the implied value while leaving the earnings unchanged: 12.0 times gives $160.35 and 20.0 times gives $267.26 against $213.81 at 16.0 times.

Taken together, a 6 percentage point annual shortfall in Americas revenue growth combined with 2 percentage points less gross margin produces fiscal 2028 diluted earnings per share of $10.59; the same shifts in the other direction produce $16.68. The base case sits at $13.36 in the centre cell.

Limits of this exercise

Every figure in Table 9.3 and Table 9.4 depends on the assumptions printed alongside it. lululemon states in both the fiscal 2025 Form 10-K and the Form 10-Q for the second quarter of fiscal 2026 that significant uncertainty remains over the duration and scope of newly initiated tariffs, over whether the United States will impose further trade actions, and over whether currently enforced tariffs may be invalidated through legal challenges, and that further refunds under the invalidated Act, if any, remain uncertain. Chapter 5 carries the consumer class actions the same filing names. The Form 10-Q states that shifting consumer demand and brand sentiment, trade policies, foreign currency fluctuations and geopolitical instability are expected to continue to affect the business through the remainder of fiscal 2026 and beyond. Foreign currency movements increased net revenue by $69.6 million over the first two quarters of fiscal 2026 relative to the comparable period, and the scenarios carry no currency assumption of their own.

10 Sources

Every accession number the report cites, grouped by form type and ordered by filing date within each group. Filing data was retrieved through the SEC-API.io MCP server. Market prices carry no named provider and sit outside that credit.

Annual reports on Form 10-K, lululemon athletica inc., CIK 1397187

Quarterly reports on Form 10-Q, lululemon athletica inc.

Current reports on Form 8-K, lululemon athletica inc.

Proxy statements and proxy solicitation material for the 2025 and 2026 annual meetings

Section 16 reports, Forms 3 and 4, lululemon athletica inc. as issuer

Forms 144, lululemon athletica inc. as issuer

Schedules 13D naming lululemon athletica inc. as subject company, filed by the Wilson group. The form type label changed from SC 13D/A to SCHEDULE 13D/A during the window, and both labels are on the register.

Schedules 13G naming lululemon athletica inc. as subject company. The form type label changed from SC 13G to SCHEDULE 13G during the window, and both labels are on the register.

Forms 13F-HR, filed by holders under their own central index keys

Comparator company annual and quarterly reports, chapter 4

Disclaimer

This report is not financial advice, and it is not an offer, a solicitation or a recommendation to buy, sell or hold any security. It is independent analysis of public filings, prepared for information only. It is not a publication of the Securities and Exchange Commission, and the SEC has neither reviewed nor endorsed it. No investment objective, financial situation or particular need of any reader has been considered.

The filing record behind it is the one set out under the headline and in the Sources appendix: four annual reports on Form 10-K covering fiscal 2022 to fiscal 2025, the years ended 29 January 2023 to 1 February 2026, four quarterly reports on Form 10-Q covering the quarters ended 3 August 2025 to 2 August 2026, eighteen current reports on Form 8-K with their Exhibit 99.1 earnings releases and their Exhibit 10.1 agreements, one proxy statement on Form DEF 14A, the two Forms DEFC14A for the contested 2026 solicitation together with the Forms DEFA14A and DFAN14A filed on each side of it, the Section 16 reports and Forms 144 filed in the twelve months to 7 September 2026, the Schedules 13D and 13G filed over the two years to that date under both the old and the new EDGAR form type labels, the Forms 13F-HR filed by holders under their own central index keys, and the annual reports of the six comparator companies with the quarterly reports of four of them and the Form 20-F of On Holding AG. lululemon athletica inc. is a large accelerated filer with a full annual and quarterly record. The most recent audited period is the year ended 1 February 2026 and the most recent reported period is the quarter ended 2 August 2026; nothing later than the Form 10-Q filed on 3 September 2026 and the Form 8-K filed the same day has been reported by the company. Filing data was retrieved through the SEC-API.io MCP server; no SEC website endpoint was queried directly, and market prices carry no named provider.

Figures described as filed are reproduced from those documents. Everything else, including every growth rate, margin, ratio, return, multiple, inventory day count and implied average price, and each of the three cases and the sensitivity grid in chapter 9, is this report's own arithmetic or estimate on stated assumptions, and each of those assumptions may prove wrong. Where the filings print their own rounded percentages and basis point movements the report says so and attributes them to the filing. Forward looking statements taken from the filings, including the guidance figures in chapter 3 and the outlook language in chapters 3 and 8, are management's own and were current only at the date filed; a later filing may already have changed them. Statements quoted from either side of the 2026 proxy solicitation are the words of the filer named beside them and are reproduced without any view on them. Market prices move, and the closing prices of 4 September 2026 used throughout will not be the prices at which any reader can transact.