What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-17 compared with 2025-03-27 · 37 added, 43 removed, 138 unchanged (37% of the section changed)

14 unchanged sentences

no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Also, any evaluation of the effectiveness of controls in future periods is subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Management's Annual Report on Internal Control over Financial Reporting

7 unchanged sentences

Trading Arrangements

During the fourth quarter of 2024, no director or officer of lululemon (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).

Departure of Director

On March 25, 2025, Michael Casey notified us of his resignation as a director of lululemon and from all committees of our board of directors, effective June 12, 2025.

Casey's decision to resign is not the result of any disagreement with us.

On June 20, 2025 , Calvin McDonald , then Chief Executive Officer and Director of lululemon, adopted a Rule 10b5-1 trading arrangement (the “10b5-1 Plan”) for the potential sale of up to 55,957 shares of lululemon's common stock in connection with the exercise of stock options expiring in March 2026.

The 10b5-1 Plan commenced on September 22, 2025, was intended to satisfy the affirmative defense of Rule 10b5-1(c), and was scheduled to terminate on the earlier of (1) the date all the shares under the 10b5-1 Plan are sold or (2) March 27, 2026 .

On December 15, 2025 , Mr.

McDonald terminated the 10b5-1 Plan.

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

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

5 unchanged sentences

We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to lululemon.

The foregoing summary does not purport to be a complete description of our insider trading policy and is qualified in its entirety by reference to the full text of the lululemon Insider Trading Policy, a copy of which is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

The foregoing summary does not purport to be a complete description of our insider trading policy and is qualified in its entirety by reference to the full text of the lululemon Insider Trading Policy, a copy of which is included as Exhibit 19.1 to this Annual Report on Form 10-K.

The remaining information required by this item concerning our directors, director nominees and Section 16 beneficial ownership reporting compliance is incorporated by reference to our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders under the captions "Election of Directors," "Executive Officers," and "Corporate Governance," and, to the extent necessary, under the caption "Delinquent Section 16(a) Reports."

6 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference to our 2025 Proxy Statement under the caption "Principal Shareholders and Share Ownership by Management."

The information required by this item is incorporated by reference to our 2026 Proxy Statement under the caption "Principal Shareholders and Stock Ownership by Management."

Equity Compensation Plan Information (as of February 1, 2026)

6 unchanged sentences

(1) This amount represents the following:

(a) 849,003 shares subject to outstanding options, (b) 177,329 shares subject to outstanding performance-based restricted stock units, and (c) 239,287 shares subject to outstanding restricted stock units.

The options, performance-based restricted stock units, and restricted stock units are all under our 2023 Equity Incentive Plan.

(a) 1,269,396 shares subject to outstanding options, (b) 220,231 shares subject to outstanding PSUs, and (c) 561,193 shares subject to outstanding RSUs.

The options, PSUs, and RSUs are all under our 2023 Equity Incentive Plan.

Restricted shares outstanding under our 2023 Equity Incentive Plan have already been reflected in our total outstanding common stock balance.

(2) The weighted-average exercise price is calculated solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of performance-based restricted stock units and restricted stock units, which have no exercise price.

(3) This includes (a) 2,017,607 shares of our common stock available for future issuance under our 2023 Equity Incentive Plan and (b) 4,082,141 shares of our common stock available for future issuance under our Employee Share Purchase Plan.

14 unchanged sentences

Incorporated by Reference

Exhibit Title Filed

Herewith Form Exhibit No.

Exhibit Title

3.1 Restated Certificate of Incorporation of lululemon athletica inc.

10-K 3.1 001-33608 3/21/2024

3.2 Bylaws of lululemon athletica inc.

10-K 3.5 001-33608 3/28/2023

4.1 Form of Specimen Stock Certificate of lululemon athletica inc.

4 unchanged sentences

2023 Equity Incentive Plan

10.2* Form of Non-Qualified Stock Option Agreement

10-K 10.1 001-33608 3/21/2024

10.2* Form of Non-Qualified Stock Option Agreement

10.3* Form of Notice of Grant of Performance Shares and Performance Shares Agreement

8-K 10.3 001-33608 6/13/2023

10.4* Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement

8-K 10.4 001-33608 6/13/2023

10.5* Form of Restricted Stock Award Agreement

17 unchanged sentences

10.13* Executive Bonus Plan

8-K 10.1 001-33608 3/29/2022

10.14* lululemon athletica inc.

1 unchanged sentence

10-Q 10.1 001-33608 6/5/2024

10.15* Executive Employment Agreement, effective as of December 5, 2016, between lululemon athletica canada inc.

and Celeste Burgoyne

10-K 10.23 001-33608 3/29/2017

10.16* Amendment to Executive Employment Agreement, effective October 27, 2020, between lululemon athletica canada inc.

and Celeste Burgoyne

10-Q 10.1 001-33608 12/10/2020

10.17* Executive Employment Agreement, effective as of August 20, 2018, between lululemon athletica canada inc.

and Calvin McDonald

8-K 10.1 001-33608 7/24/2018

10.15* Executive Employment Agreement, effective as of November 23, 2020, between lululemon athletica inc.

1 unchanged sentence

10-Q 10.2 001-33608 12/10/2020

Incorporated by Reference

Exhibit Title Filed

Herewith Form Exhibit No.

10.16* Executive Employment Agreement, effective September 20, 2021, between lululemon athletica inc.

1 unchanged sentence

10-Q 10.1 001-33608 12/09/2021

10.20* Executive Employment Agreement, effective as of January 4, 2021, between lululemon athletica UK ltd.

10.17* Executive Employment Agreement , ef fective as of November 21, 2025, between lululemon athletica inc.

and Andre Maestrini

8-K 10.1 001-33608 11/21/2025

10.21 Credit Agreement, dated December 14, 2021, among lululemon athletica inc., lululemon athletica canada inc., Lulu Canadian Holding, Inc.

and lululemon usa inc., as borrowers, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, HSBC Bank Canada, as syndication agent and letter of credit issuer, BOFA Securities, Inc., as sustainability coordinator, and the other lenders party thereto.

10.18* Executive Employment Agreement, dated November 10, 2025, between lululemon athletica inc.

and Ranju Das

Incorporated by Reference

Exhibit Title

10.19* Executive Employment Agreement, effective as of August 20, 2018, between lululemon athletica canada inc.

and Calvin McDonald

10.20* Separation Agreement and Release, dated December 11, 2025 , between lululemon athletica inc.

and Calvin McDonald

8-K 10.1 001-33608 12/11/2025

10.22 Credit Agreement Assignment and Assumption

10.23 Amendment No.2 to the Credit Agreement between lululemon athletica inc., a Delaware corporation, and Bank of America, N.A., as administrative agent for the lenders parties to the Credit Agreement

10.21 Second Amended and Restated Credit Agreement, dated October 15, 2025, among lululemon athletica inc.

and certain of its subsidiaries, as borrowers;

Bank of America, N.A., as administrative agent;

and each other lender party thereto.

8-K 10.1 001-33608 10/21/2025

19.1 Insider Trading Policy

10-K 19.1 001-33608 3/27/2025

21.1 Significant subsidiaries of lululemon athletica inc.

14 unchanged sentences

LULULEMON ATHLETICA INC.

/s/ CALVIN MCDONALD

Calvin McDonald

Chief Executive Officer

(principal executive officer)

/s/ MEGHAN FRANK

Interim Co-Chief Executive Officer and Chief Financial Officer

(principal executive officer and principal financial and accounting officer)

March 17, 2026

2 unchanged sentences

Signature Title Date

/s/ CALVIN MCDONALD Chief Executive Officer and Director March 27, 2025

Calvin McDonald (principal executive officer)

/s/ MEGHAN FRANK Chief Financial Officer March 27, 2025

Meghan Frank (principal financial and accounting officer)

/s/ MEGHAN FRANK Interim Co-Chief Executive Officer and Chief Financial Officer March 17, 2026

Meghan Frank (principal executive officer and principal financial and accounting officer)

/s/ MARTHA A.M.

MORFITT Director, Board Chair March 27, 2025

/s/ MICHAEL CASEY Director March 27, 2025

Michael Casey

MORFITT Executive Chair of the Board March 17, 2026

/s/ SHANE GRANT Director March 17, 2026

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures