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lulu-202512030001397187false00013971872025-12-032025-12-03

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 3, 2025 Date of Report (Date of earliest event reported)

lululemon athletica inc. (Exact name of registrant as specified in its charter)

Delaware001-3360820-3842867 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1818 Cornwall Avenue Vancouver, British Columbia Canada, V6J 1C7 (Address of principal executive offices, including Zip Code) Registrant's telephone number, including area code: (604) 732-6124

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.005 per shareLULUNasdaq Global Select Market

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

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02.Results of Operations and Financial Condition.

On December 11, 2025, lululemon athletica inc. (the "Company") issued a press release announcing its financial results for the third quarter ended November 2, 2025 and certain other information. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern time on December 11, 2025 to discuss its financial results.

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 11, 2025, the board of directors of lululemon and Calvin McDonald mutually agreed that Mr. McDonald will step down from his position as Chief Executive Officer, effective January 31, 2026. To support an orderly transition of his responsibilities, Mr. McDonald will continue with lululemon in a senior advisor capacity through March 31, 2026. Mr. McDonald is also stepping down as a member of lululemon's board of directors, effective January 31, 2026. In connection with these changes, the board of directors appointed Marti Morfitt, currently serving as chair of the board of directors, to serve as executive chair, effective immediately. The board of directors also appointed Meghan Frank, lululemon's chief financial officer, and Andre Maestrini, lululemon's president and chief commercial officer, to serve as interim co-Chief Executive Officers, effective January 31, 2026, while lululemon conducts a search for a permanent CEO. The board of directors has established a CEO search committee to oversee the process of identifying a permanent CEO and the search has commenced. In connection with Mr. McDonald's departure, lululemon and Mr. McDonald have entered into a separation agreement and release under which Mr. McDonald agreed to a general release of claims in favor of lululemon. In exchange for this release and other covenants, following the separation date Mr. McDonald will receive the severance benefits provided under his employment agreement, payment of his bonus for fiscal 2025, a lump sum cash payment of $3.05 million, and specified treatment of his outstanding equity awards, including continued vesting and an extended exercise period for his stock options and retirement treatment of his outstanding PSUs. All such consideration is conditioned on Mr. McDonald's execution of a second release of claims upon separation and his continuing compliance with various restrictive covenants, including covenants relating to non-competition, non-solicitation, non-disparagement and confidentiality. In connection with Ms. Frank's appointment as interim co-CEO, the People, Culture and Compensation Committee of the board of directors approved an increase in annual salary to $950,000 and an increase in target annual equity grants to $4.5 million. Ms. Frank will receive a one-time retention deferred