What changed in this filing

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Item 1. Financial Statements

2026-06-04 compared with 2025-12-11 · 126 added, 229 removed, 390 unchanged (48% of the section changed)

55 unchanged sentences

Amounts in thousands, except per share amounts)

Quarter Ended Three Quarters Ended

2025 October 27,

2024 November 2,

2025 October 27,

Quarter Ended

Net revenue $ 2,471,603 $ 2,370,660

21 unchanged sentences

Amounts in thousands)

Quarter Ended November 2, 2025

Exchangeable Stock Special Voting Stock Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders' Equity

Shares Shares Par Value Shares Par Value

Balance as of August 3, 2025 5,116 5,116 $ — 113,828 $ 570 $ 632,375 $ 4,085,559 $ ( 331,225 ) $ 4,387,279

Net income 306,835 306,835

Other comprehensive income (loss), net of tax ( 17,566 ) ( 17,566 )

Stock-based compensation expense 16,558 16,558

Common stock issued upon settlement of stock-based compensation 5 — 71 71

Shares withheld related to net share settlement of stock-based compensation ( 2 ) — ( 246 ) ( 246 )

Repurchase of common stock, including excise tax ( 1,042 ) ( 6 ) ( 2,520 ) ( 188,382 ) ( 190,908 )

Balance as of November 2, 2025 5,116 5,116 $ — 112,789 $ 564 $ 646,238 $ 4,204,012 $ ( 348,791 ) $ 4,502,023

Quarter Ended October 27, 2024

Exchangeable Stock Special Voting Stock Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders' Equity

Shares Shares Par Value Shares Par Value

Balance as of July 28, 2024 5,116 5,116 $ — 118,610 $ 593 $ 589,156 $ 3,751,713 $ ( 309,817 ) $ 4,031,645

Net income 351,870 351,870

Other comprehensive income (loss), net of tax ( 9,985 ) ( 9,985 )

Stock-based compensation expense 24,169 24,169

Common stock issued upon settlement of stock-based compensation 15 — 1,514 1,514

Shares withheld related to net share settlement of stock-based compensation ( 3 ) — ( 888 ) ( 888 )

Repurchase of common stock, including excise tax ( 1,576 ) ( 8 ) ( 3,549 ) ( 409,036 ) ( 412,593 )

Balance as of October 27, 2024 5,116 5,116 $ — 117,046 $ 585 $ 610,402 $ 3,694,547 $ ( 319,802 ) $ 3,985,732

Three Quarters Ended November 2, 2025

Quarter Ended May 3, 2026

Exchangeable Stock Special Voting Stock Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders' Equity

7 unchanged sentences

Repurchase of common stock, including excise tax ( 2,171 ) ( 11 ) ( 5,406 ) ( 356,339 ) ( 361,756 )

Balance as of November 2, 2025 5,116 5,116 $ — 112,789 $ 564 $ 646,238 $ 4,204,012 $ ( 348,791 ) $ 4,502,023

Three Quarters Ended October 27, 2024

Balance as of May 3, 2026 5,116 5,116 $ — 109,308 $ 547 $ 681,152 $ 4,361,290 $ ( 217,388 ) $ 4,825,601

Quarter Ended May 4, 2025

Exchangeable Stock Special Voting Stock Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders' Equity

Shares Shares Par Value Shares Par Value

Balance as of January 28, 2024 5,116 5,116 $ — 121,106 $ 606 $ 575,369 $ 3,920,362 $ ( 264,256 ) $ 4,232,081

Balance as of February 2, 2025 5,116 5,116 $ — 116,166 $ 581 $ 638,190 $ 4,109,717 $ ( 424,441 ) $ 4,324,047

Net income 314,572 314,572

4 unchanged sentences

Repurchase of common stock, including excise tax ( 1,363 ) ( 7 ) ( 3,297 ) ( 431,135 ) ( 434,439 )

Balance as of October 27, 2024 5,116 5,116 $ — 117,046 $ 585 $ 610,402 $ 3,694,547 $ ( 319,802 ) $ 3,985,732

Balance as of May 4, 2025 5,116 5,116 $ — 114,909 $ 574 $ 632,564 $ 3,993,154 $ ( 336,722 ) $ 4,289,570

See accompanying notes to the unaudited interim consolidated financial statements

2 unchanged sentences

Amounts in thousands)

Three Quarters Ended

2025 October 27,

Quarter Ended

Cash flows from operating activities

Net income $ 195,048 $ 314,572

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

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

Depreciation and amortization 135,335 114,529

10 unchanged sentences

Accrued compensation and related expenses ( 16,054 ) ( 65,635 )

Current and non-current income taxes payable ( 126,764 ) 70,615

Current income taxes payable 5,818 ( 160,295 )

Unredeemed gift card liability ( 20,461 ) ( 40,665 )

1 unchanged sentence

Other current and non-current liabilities 16,250 ( 1,927 )

Net cash provided by operating activities 459,606 871,323

Net cash provided by (used in) operating activities 214,440 ( 118,954 )

Cash flows from investing activities

1 unchanged sentence

Settlement of net investment hedges ( 11,470 ) 48,671

Acquisition, net of cash acquired — ( 130,996 )

Other investing activities — ( 3,250 )

15 unchanged sentences

Note 2 Recent Accounting Pronouncements

Note 3 Net Revenue

Note 4 Revolving Credit Facilities

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Note 11 Segmented Information

Note 11 Disaggregated Net Revenue

Note 12 Legal Proceedings and Other Contingencies

Note 13 Subsequent Events

lululemon athletica inc.

6 unchanged sentences

It conducts its business through a number of different channels in each market, including company-operated stores, e-commerce, outlets, temporary locations, wholesale, license and supply arrangements, and a re-commerce program.

There were 796 and 767 company-operated stores as of November 2, 2025 and February 2, 2025, respectively.

There were 816 and 811 company-operated stores in operation as of May 3, 2026 and February 1, 2026, respectively.

Basis of presentation

The unaudited interim consolidated financial statements, including the financial position as of November 2, 2025 and the results of operations and cash flows for the periods disclosed, are presented in U.S.

The unaudited interim consolidated financial statements, including the financial position as of May 3, 2026 and the results of operations and cash flows for the periods disclosed, are presented in U.S.

dollars and have been prepared by the Company under the rules and regulations of the Securities and Exchange Commission ("SEC").

3 unchanged sentences

These unaudited interim consolidated financial statements should be read in conjunction with the Company's consolidated financial statements and related notes included in Item 8 in the Company's fiscal 2025 Annual Report on Form 10-K.

On September 10, 2024, the Company acquired the lululemon branded retail locations and operations run by a third party in Mexico.

The Company had previously granted the third party the right to operate retail locations and to sell lululemon products in Mexico.

The results of operations, financial position, and cash flows of the Mexico operations have been included in the Company's consolidated financial statements since the date of acquisition.

The Company's fiscal year ends on the Sunday closest to January 31 of the following year, typically resulting in a 52-week year, but occasionally giving rise to an additional week, resulting in a 53-week year.

Fiscal 2025 will end on February 1, 2026 and will be a 52-week year.

Fiscal 2026 will end on January 31, 2027 and will be a 52-week year.

Fiscal 2025 was a 52-week year and ended on February 1, 2026.

Fiscal 2026 and fiscal 2025 are referred to as "2026," and "2025," respectively.

The first three quarters of 2025 and 2024 ended on November 2, 2025 and October 27, 2024, respectively.

The first quarter of 2026 and 2025 ended on May 3, 2026 and May 4, 2025, respectively.

The Company's business is affected by the pattern of seasonality common to most retail apparel businesses.

Historically, the Company has recognized a significant portion of its operating profit in the fourth fiscal quarter of each year as a result of increased net revenue during the holiday season.

Events predominantly impacting the Company's international net revenue, such as those related to Lunar New Year and Singles Day, can fall in different fiscal quarters from year to year.

Use of estimates

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Recently issued accounting pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This disclosure requires expanded disclosure within the rate reconciliation as well as disaggregation of annual taxes paid.

This amendment is effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact that this new guidance may have on its financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

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Entities will be required to provide disaggregated disclosures for certain income statement expense line items.

This amendment is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and will be applied retrospectively for periods presented in the financial statements.

This amendment is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and will be applied

retrospectively for periods presented in the financial statements.

The Company is currently evaluating the impact that this new guidance may have on its financial statement disclosures.

2 unchanged sentences

The amendment replaces the previous project-stage model with a principles-based approach for capitalizing internal-use software costs.

This guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

This guidance is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within that year.

The Company is currently evaluating the impact that this new guidance may have on its accounting policies and related disclosures.

Disaggregated net revenue

In addition to the disaggregation of net revenue by reportable segment in Note 11.

Segmented Information, the following table disaggregates the Company's net revenue by geographic area.

First Quarter

(In thousands)

United States $ 1,313,206 $ 1,362,524

Canada 283,341 292,820

Mexico 24,663 19,214

Americas 1,621,210 1,674,558

China Mainland 478,395 368,101

Hong Kong SAR, Taiwan, and Macau SAR

51,408 44,104

People's Republic of China 529,803 412,205

Other geographic areas 320,590 283,897

$ 2,471,603 $ 2,370,660

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

Accessories and other categories is primarily composed of accessories, footwear, and lululemon Studio.

First Quarter

(In thousands)

Women's apparel $ 1,602,985 $ 1,535,172

Men's apparel 581,878 544,788

Accessories and other categories 286,740 290,700

$ 2,471,603 $ 2,370,660

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

First Quarter

(In thousands)

Company-operated stores $ 1,192,840 $ 1,153,107

E-commerce 997,442 960,890

Other channels 281,321 256,663

$ 2,471,603 $ 2,370,660

Revolving Credit Facilities

4 unchanged sentences

The credit facility permits prepayment of borrowings and reductions or terminations of commitments from time to time without premium or penalty, subject to customary breakage costs.

As of November 2, 2025, the Company had no borrowings outstanding under this credit facility other than $ 7.0 million in outstanding letters of credit and guarantee.

Borrowings under the credit facility bear interest at variable rates based on the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York ("SOFR"), or an alternate base rate, plus applicable margin.

As of May 3, 2026, the Company had no borrowings outstanding under this credit facility other than $ 6.4 million in outstanding letters of credit and guarantee.

Borrowings made under the credit facility bear interest at variable rates based on the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York ("SOFR"), or an alternate base rate, plus applicable margin.

The credit agreement contains customary financial, affirmative and negative covenants applicable to the Company and its subsidiaries, including limitations on indebtedness, liens, fundamental changes, dispositions of assets, changes in the nature of business, and restrictions on subsidiary dividends and distributions, as well as financial covenants based on leverage and fixed charge coverage ratios.

The Company was in compliance with all such covenants as of November 2, 2025.

The Company was in compliance with all such covenants as of May 3, 2026.

China Mainland revolving credit facility

The Company has an uncommitted and unsecured Chinese Yuan-denominated revolving credit facility totaling the equivalent of USD $ 43.9 million, which is reviewed annually and provides for short-term borrowing and the issuance of guarantees.

As of November 2, 2025, there were no borrowings or guarantees outstanding, letters of credit totaling USD $ 7.8 million were issued, and the Company was in compliance with all applicable terms of the credit facility.

As of May 3, 2026, there were no borrowings or guarantees outstanding, letters of credit totaling USD $ 13.6 million were issued, and the Company was in compliance with all applicable terms of the credit facility.

Supply Chain Financing Program

3 unchanged sentences

The Company's obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by a supplier's participation in the arrangement and the Company provides no guarantees to any third parties under the SCF program.

As of November 2, 2025 and February 2, 2025, $ 46.9 million and $ 36.3 million, respectively, were outstanding under the SCF program and presented within accounts payable.

As of May 3, 2026 and February 1, 2026, $ 39.9 million and $ 45.1 million, respectively, were outstanding under the SCF program and presented within accounts payable.

Stock-Based Compensation and Benefit Plans

1 unchanged sentence

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

Stock-based compensation expense charged to income for the plans was $ 37.4 million and $ 70.5 million for the first three quarters of 2025 and 2024, respectively.

Total unrecognized compensation cost for all stock-based compensation plans was $ 113.9 million as of November 2, 2025, which is expected to be recognized over a weighted-average period of 2.2 years.

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

Stock-based compensation expense charged to income for the plans was $ 28.9 million and $ 23.0 million for the first quarter of 2026 and 2025, respectively.

Total unrecognized compensation cost for all stock-based compensation plans was $ 216.5 million as of May 3, 2026, which is expected to be recognized over a weighted-average period of 2.7 years.

A summary of the balances of the Company's stock-based compensation plans as of May 3, 2026, and changes during the first quarter of 2026, is presented below:

Stock Options Performance-Based Restricted Stock Units Restricted Shares Restricted Stock Units

5 unchanged sentences

Forfeited/expired 104 224.27 29 283.27 — — 15 238.82

Balance as of November 2, 2025 1,054 $ 308.47 233 $ 324.76 6 $ 252.28 316 $ 307.12

Exercisable as of November 2, 2025 496 $ 294.21

The Company's performance-based restricted stock units ("PSUs") are awarded to eligible employees and entitle the grantee to receive a maximum of two shares of common stock per PSU if the Company achieves specified performance goals and the grantee remains employed during the vesting period.

The fair value of PSUs is based on the closing price of the Company's common stock on the grant date.

Balance as of May 3, 2026 1,563 $ 260.59 293 $ 234.60 6 $ 252.28 751 $ 209.18

Exercisable as of May 3, 2026 563 $ 322.62

The Company's performance-based restricted stock units ("PSUs") awarded to eligible employees during the first quarter of 2026 entitle the grantee to receive a maximum of 2.5 shares of common stock per PSU if the Company achieves specified performance goals and the grantee remains employed during the vesting period.

These PSU awards also include a market condition based on total shareholder return ("TSR"), which limits the conversion ratio to one share of common stock per PSU if TSR over the performance period is negative.

The fair value of these PSUs was determined using a Monte Carlo simulation model.

Expense for PSUs is recognized when it is probable that the performance goal will be achieved.

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

The grant date fair value of each stock option granted is estimated on the date of grant using the Black-Scholes model.

The closing price of the Company's common stock on the grant date is used in the model.

The assumptions used to calculate the fair value of the options granted are evaluated and revised, as necessary, to reflect market conditions and the Company's historical experience.

The expected term of the options is based upon the historical experience of similar awards, giving consideration to expectations of future exercise behavior.

Expected volatility is based upon the historical volatility of the Company's common stock for the period corresponding with the expected term of the options.

The risk-free interest rate is based on the U.S.

Treasury yield curve for the period corresponding with the expected term of the options.

The following are weighted averages of the assumptions that were used in calculating the fair value of stock options granted during the first three quarters of 2025:

First Three Quarters

Expected term 4.00 years

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

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

First Quarter 2026

Stock Options Performance-Based Restricted Stock Units

Expected term 4.25 years 2.85 years

Expected volatility 43.69 % 42.40 %

1 unchanged sentence

Dividend yield — % — %

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

Employee share purchase plan

1 unchanged sentence

Contributions are made by eligible employees, subject to certain limits defined in the ESPP, and the Company matches one-third of the contribution.

The maximum number of shares

authorized to be purchased under the ESPP is 6.0 million shares.

The maximum number of shares authorized to be purchased under the ESPP is 6.0 million shares.

All shares purchased under the ESPP are purchased in the open market.

During the third quarter of 2025, there were 58.7 thousand shares purchased.

As of November 2, 2025, 4.1 million shares remain authorized to be purchased under the ESPP.

During the first quarter of 2026, there were 64.1 thousand shares purchased.

As of May 3, 2026, 4.0 million shares remain authorized to be purchased under the ESPP.

Defined contribution pension plans

The Company offers defined contribution pension plans to its eligible employees.

Participating employees may elect to defer and contribute a portion of their eligible compensation to a plan up to limits stated in the plan documents, not to exceed the dollar amounts set by applicable laws.

The Company matches 50 % to 75 % of the contribution depending on the participant's length of service, and the contribution is subject to a two-year vesting period.

The Company's net expense for the defined contribution plans was $ 17.8 million and $ 16.4 million in the first three quarters of 2025 and 2024, respectively.

The Company offers defined contribution pension plans to eligible employees who may elect to defer and contribute a portion of their eligible compensation to a plan up to limits stated in the plan documents, not to exceed the dollar amounts set by applicable laws.

The Company matches 50 % to 75 % of the contribution depending on the participant's length of service, and the Company's contribution is subject to a two-year vesting period.

The Company's net expense for the defined contribution plans was $ 6.8 million and $ 6.2 million in the first quarter of 2026 and 2025, respectively.

Fair Value Measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value measurements are made using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value:

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

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

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

Assets and liabilities measured at fair value on a recurring basis

The fair value measurement is categorized in its entirety by reference to its lowest level of significant input.

As of November 2, 2025 and February 2, 2025, the Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis:

As of May 3, 2026 and February 1, 2026, the Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis:

2026 Level 1 Level 2 Level 3 Balance Sheet Classification

6 unchanged sentences

Money market funds $ 354,731 $ 354,731 $ — $ — Cash and cash equivalents

Term deposits 8 — 8 — Cash and cash equivalents

Forward currency contract assets 30,996 — 30,996 — Prepaid expenses and other current assets

Forward currency contract liabilities 36,476 — 36,476 — Other current liabilities

The Company records cash, accounts receivable, accounts payable, and accrued liabilities at cost.

The carrying values of these instruments approximate their fair value due to their short-term maturities.

The Company has short-term, highly liquid investments classified as cash equivalents, which are invested in money market funds and short-term deposits with original maturities of three months or less.

The Company records cash equivalents at their original purchase prices plus interest that has accrued at the stated rate.

The fair values of the forward currency contract assets and liabilities are determined using observable Level 2 inputs, including foreign currency spot exchange rates, forward pricing curves, and interest rates.

The fair values consider the credit risk of the Company and its counterparties.

The Company's Master International Swap Dealers Association, Inc., Agreements

and other similar arrangements allow net settlements under certain conditions.

However, the Company records all derivatives on its consolidated balance sheets at fair value and does not offset derivative assets and liabilities.

Assets and liabilities measured at fair value on a non-recurring basis

The Company has also recorded lease termination liabilities at fair value on a non-recurring basis, determined using Level 3 inputs based on remaining lease rentals and reduced by estimated sublease income.

Derivative Financial Instruments

Foreign currency exchange risk

The Company is exposed to risks associated with changes in foreign currency exchange rates and uses derivative financial instruments to manage its exposure to certain of these foreign currency exchange rate risks.

The Company does not enter into derivative contracts for speculative or trading purposes.

The Company currently hedges against changes in the Canadian dollar and Chinese Yuan to the U.S.

6 unchanged sentences

The Company assesses hedge effectiveness based on changes in forward rates.

The Company recorded no ineffectiveness from net investment hedges during the first three quarters of 2025.

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

The Company recorded no ineffectiveness from net investment hedges during the first quarter of 2026.

Derivatives not designated as hedging instruments

The Company is exposed to gains and losses arising from changes in foreign currency exchange rates associated with transactions which are undertaken by its subsidiaries in currencies other than their functional currency.

Such transactions include intercompany transactions and inventory purchases.

These transactions result in the recognition of certain foreign currency denominated monetary assets and liabilities which are remeasured to the quarter-end or settlement date foreign currency exchange rate.

The resulting foreign currency gains and losses are recorded in selling, general and administrative expenses.

During the first three quarters of 2025, the Company entered into certain forward currency contracts designed to economically hedge the foreign currency exchange revaluation gains and losses that are recognized by its Canadian and Chinese subsidiaries on specific monetary assets and liabilities denominated in currencies other than the functional currency of the entity.

During the first quarter of 2026, the Company entered into certain forward currency contracts designed to economically hedge the foreign currency exchange revaluation gains and losses that are recognized by its Canadian and Chinese subsidiaries on specific monetary assets and liabilities denominated in currencies other than the functional currency of the entity.

The Company has not applied hedge accounting to these instruments and the change in fair value of these derivatives is recorded within selling, general and administrative expenses.

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

Quantitative disclosures about derivative financial instruments

The Company presents its derivative assets and derivative liabilities at their gross fair values within prepaid expenses and other current assets and other current liabilities on the consolidated balance sheets.

However, the Company's Master International Swap Dealers Association, Inc., Agreements and other similar arrangements allow net settlements under certain conditions.

As of November 2, 2025, there were derivative assets of $ 21.8 million and derivative liabilities of $ 21.5 million subject to enforceable netting arrangements.

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

November 2, 2025 February 2, 2025

May 3, 2026 February 1, 2026

Gross Notional Assets Liabilities Gross Notional Assets Liabilities

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Forward currency contracts $ 18,581 $ 21,311 $ 30,996 $ 36,476

The forward currency contracts designated as net investment hedges outstanding as of November 2, 2025 mature on different dates between November 2025 and March 2026.

The forward currency contracts not designated in a hedging relationship outstanding as of November 2, 2025 mature on different dates between November 2025 and March 2026.

As of May 3, 2026, there were derivative assets of $ 18.6 million and derivative liabilities of $ 21.3 million subject to enforceable netting arrangements.

The forward currency contracts designated as net investment hedges outstanding as of May 3, 2026 mature on different dates between May 2026 and August 2026.

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

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

Third Quarter First Three Quarters

2025 2024 2025 2024

First Quarter

(In thousands)

3 unchanged sentences

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

Third Quarter First Three Quarters

2025 2024 2025 2024

First Quarter

(In thousands)

2 unchanged sentences

Derivatives not designated in a hedging relationship ( 7,361 ) 63,068

Net foreign currency exchange and derivative gains (losses) $ ( 8,807 ) $ ( 6,837 ) $ ( 17,573 ) $ ( 5,104 )

The Company is exposed to credit-related losses in the event of nonperformance by the counterparties to the forward currency contracts.

The credit risk amount is the Company's unrealized gains on its derivative instruments, based on foreign currency rates at the time of nonperformance.

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

The Company's derivative contracts contain certain credit risk-related contingent features.

Under certain circumstances, including an event of default, bankruptcy, termination, and cross default under the Company's revolving credit facility, the Company may be required to make immediate payment for outstanding liabilities under its derivative contracts.

Net foreign currency exchange and derivative losses $ ( 7,760 ) $ ( 10,209 )

Earnings Per Share

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

Third Quarter First Three Quarters

2025 2024 2025 2024

First Quarter

(In thousands, except per share amounts)

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All classes of stock have in effect the same economic rights and share equally in undistributed net income.

For the first three quarters of 2025 and 2024, 0.1 million and 0.1 million stock options and awards, respectively, were anti-dilutive to earnings per share and therefore have been excluded from the computation of diluted earnings per share.

On March 23, 2022, the Company's board of directors approved a stock repurchase program authorizing up to $ 1.0 billion of common shares, which was fully utilized during the first quarter of 2024.

Subsequently, the board of directors approved a new repurchase program authorizing up to $ 3.0 billion in aggregate, including $ 1.0 billion initially authorized on November 29, 2023, and additional $ 1.0 billion increases on May 29, 2024 and December 3, 2024.

For the first quarter of 2026 and 2025, 0.3 million and 0.2 million stock options and awards, respectively, were anti-dilutive to earnings per share and therefore have been excluded from the computation of diluted earnings per share.

The Company's board of directors approved a stock repurchase program authorizing up to $ 4.0 billion in aggregate, including $ 1.0 billion initially authorized on November 29, 2023, and additional $ 1.0 billion increases on May 29, 2024, December 3, 2024, and December 3, 2025.

This program does not have an expiration date or require a minimum number of shares to be repurchased.

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The timing and amount of repurchases will depend on market conditions, trading eligibility, and other factors.

As of November 2, 2025, the remaining authorized amount available under the program, excluding commissions and excise taxes, was $ 0.7 billion.

During the first three quarters of 2025 and 2024, 3.5 million and 4.2 million shares, respectively, were repurchased at a total cost including commissions and excise taxes of $ 906.6 million and $ 1.3 billion, respectively.

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

As of May 3, 2026, the remaining authorized amount available under the program, excluding commissions and excise taxes, was $ 1.0 billion.

During the first quarter of 2026 and 2025, 2.2 million and 1.4 million shares, respectively, were repurchased under the programs at a total cost including commissions and excise taxes of $ 361.8 million and $ 434.4 million, respectively.

Subsequent to May 3, 2026, and up to May 29, 2026, 0.9 million shares were repurchased at a total cost including commissions and excise taxes of $ 111.0 million.

Supplementary Financial Information

5 unchanged sentences

$ 1,687,088 $ 1,700,753

2025 February 2,

(In thousands)

Prepaid expenses and other current assets:

3 unchanged sentences

$ 205,618 $ 211,620

2026 February 1,

(In thousands)

Property and equipment, net:

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Accrued operating expenses $ 179,750 $ 167,052

Forward currency contract liabilities 21,527 74,638

Sales return allowances 72,057 73,892

Accrued freight 38,129 53,121

Accrued duty 64,148 99,353

Accrued digital marketing 22,940 71,240

Sales return allowances 60,442 70,611

Accrued credit card affiliate liabilities 98,006 64,837

Forward currency contract liabilities 21,311 36,476

Accrued capital expenditures 29,292 34,860

Accrued rent 22,333 17,962

Accrued freight 34,532 34,455

Sales tax collected 24,652 25,353

Accrued rent 16,968 20,691

Other 34,276 38,054

1 unchanged sentence

Segmented Information

The Company's segments are based on the financial information the Chief Operating Decision Maker ("CODM"), who is the Chief Executive Officer, uses to evaluate performance and allocate resources.

The CODM approves the annual budget on a segment level, and regularly assesses the performance of the Company's segments using key financial metrics, including net revenue and segmented income from operations.

The Company reports three segments:

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

The Company's segments are based on the financial information the Chief Operating Decision Maker ("CODM") uses to evaluate performance and allocate resources.

During 2025, the Company's then-chief executive officer ("CEO"), served as CODM.

Effective January 31, 2026, the former CEO stepped down, and the Company's chief financial officer and its president and chief commercial officer were appointed as interim co-CEOs and together perform the CODM function during the interim period.

On April 21, 2026, the Company entered into an employment agreement to appoint a new CEO effective September 8, 2026.

The Company does not report capital expenditures and assets by segment as that information is not reviewed by the CODM.

Third Quarter 2025

China Mainland

Rest of World

Total Segments

Corporate (1)

(In thousands)

Net revenue $ 1,733,382 $ 465,362 $ 367,176 $ 2,565,920 $ — $ 2,565,920

Product costs (2)

583,551 110,484 100,579 794,614 — 794,614

Other cost of sales (2)

167,970 55,702 65,916 289,588 55,802 345,390

Selling, general and administrative expenses 464,373 126,160 115,724 706,257 281,997 988,254

Amortization of intangible assets — — — — 1,776 1,776

Income from operations $ 517,488 $ 173,016 $ 84,957 $ 775,461 $ ( 339,575 ) $ 435,886

Other income (expense), net 5,854

Income before income tax expense $ 441,740

Supplemental information:

Depreciation and amortization (3)

$ 58,035 $ 9,573 $ 9,418 $ 77,026 $ 50,433 $ 127,459

Third Quarter 2024

China Mainland

Rest of World

Total Segments

Corporate (1)

(In thousands)

Net revenue $ 1,770,382 $ 318,338 $ 307,940 $ 2,396,660 $ — $ 2,396,660

Product costs (2)

518,202 73,164 80,881 672,247 — 672,247

Other cost of sales (2)

159,259 48,555 57,105 264,919 57,888 322,807

Selling, general and administrative expenses 437,982 86,019 101,192 625,193 284,634 909,827

Amortization of intangible assets — — — — 1,118 1,118

Income from operations $ 654,939 $ 110,600 $ 68,762 $ 834,301 $ ( 343,640 ) $ 490,661

Other income (expense), net 13,743

Income before income tax expense $ 504,404

Supplemental information:

Depreciation and amortization (3)

$ 51,726 $ 8,136 $ 8,151 $ 68,013 $ 45,586 $ 113,599

First Three Quarters 2025

The following outlines segmented information:

First Quarter 2026

China Mainland

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$ 62,254 $ 11,990 $ 10,538 $ 84,782 $ 50,553 $ 135,335

First Three Quarters 2024

First Quarter 2025

China Mainland

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(2) Cost of goods sold is made up of product costs and other cost of sales.

Product costs include the cost of purchased merchandise, costs incurred to deliver inventory to the Company's distribution centers, shrink and inventory provision expenses, the cost of digital content subscription services, and hemming costs.

Other cost of sales includes occupancy and depreciation expense for company-operated stores, distribution center costs, and product department costs.

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

Disaggregated Net Revenue

In addition to the disaggregation of net revenue by reportable segment in Note 10.

Segmented Information, the following table disaggregates the Company's net revenue by geographic area.

Prior to the acquisition of the Mexico operations on September 10, 2024, wholesale sales to the third party under the license and supply arrangement by lululemon athletica canada inc.

were disclosed as net revenue recognized within Canada.

Third Quarter First Three Quarters

2025 2024 2025 2024

(In thousands)

United States $ 1,380,973 $ 1,424,234 $ 4,158,499 $ 4,186,614

Canada 331,596 335,484 945,709 936,801

Mexico 20,813 10,664 61,949 10,664

Americas 1,733,382 1,770,382 5,166,157 5,134,079

China Mainland 465,362 318,338 1,226,361 936,313

Hong Kong SAR, Taiwan, and Macau SAR

46,463 41,050 138,201 125,349

People's Republic of China 511,825 359,388 1,364,562 1,061,662

Other geographic areas 320,713 266,890 931,080 780,888

$ 2,565,920 $ 2,396,660 $ 7,461,799 $ 6,976,629

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

Accessories and other categories is primarily composed of accessories, footwear, and lululemon Studio.

Third Quarter First Three Quarters

2025 2024 2025 2024

(In thousands)

Women's apparel $ 1,644,952 $ 1,555,686 $ 4,727,445 $ 4,467,048

Men's apparel 596,241 551,430 1,765,627 1,644,653

Accessories and other categories 324,727 289,544 968,727 864,928

$ 2,565,920 $ 2,396,660 $ 7,461,799 $ 6,976,629

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

Third Quarter First Three Quarters

2025 2024 2025 2024

(In thousands)

Company-operated stores $ 1,206,558 $ 1,210,523 $ 3,614,617 $ 3,496,661

E-commerce 1,066,750 944,777 3,020,733 2,761,201

Other channels 292,612 241,360 826,449 718,767

$ 2,565,920 $ 2,396,660 $ 7,461,799 $ 6,976,629

Legal Proceedings and Other Contingencies

Legal proceedings

In addition to the legal proceedings described below, the Company is, from time to time, involved in routine legal matters, and audits and inspections by governmental agencies and other third parties which are incidental to the conduct of its business.

1 unchanged sentence

The Company believes the ultimate resolution of any such legal proceedings, audits, and inspections is not reasonably likely to have a material adverse effect on its consolidated balance sheets, results of operations or cash flows;

however litigation and regulatory matters are inherently uncertain, and it is possible that an adverse outcome in one or more matters could have a material impact in a particular reporting period.

however, litigation and regulatory matters are inherently

uncertain, and it is possible that an adverse outcome in one or more matters could have a material impact in a particular reporting period.

The Company has recognized immaterial provisions related to the expected outcome of legal proceedings.

6 unchanged sentences

On May 19, 2025, defendants moved to dismiss the amended complaint.

On March 31, 2026, the court granted in part and denied in part defendants’ motion to dismiss the amended complaint.

The Company intends to defend the action vigorously.

22 unchanged sentences

1:24-cv-08507.

The Derivative Actions are stayed pending a ruling on the motion to dismiss the securities class action.

Subsequent Events

Subsequent to November 2, 2025, on December 11, 2025, the board of directors of lululemon and Calvin McDonald mutually agreed that Mr.

McDonald will step down from his position as Chief Executive Officer, effective January 31, 2026.

To support an orderly transition of his responsibilities, Mr.

McDonald will continue with lululemon in a senior advisor capacity through March 31, 2026.

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.

Subject to the terms of the parties' stipulation, which the Court "so ordered" on May 18, 2026, the Derivative Actions are stayed pending resolution of the securities class action.

On February 20, 2026, the U.S.

Supreme Court invalidated tariffs imposed under the International Emergency Economic Power Act (the "IEEPA").

Immediately following this IEEPA decision, the U.S.

Administration initiated new tariffs at different rates under alternative legislative powers.

Administration also confirmed that the IEEPA decision does not impact the removal of the de minimis exemption.

The Company has commenced submitting refund claims for eligible IEEPA tariffs paid, including associated interest.

The ultimate amounts that it may recover remain uncertain and as of May 3, 2026, it has not recognized an asset in relation to IEEPA refund claims.

On March 27, 2026, lululemon usa inc.

was named as a defendant in a purported consumer class action ( Neuman v.

Lululemon USA Inc.

2:26-cv-11029) in the United States District Court for the Eastern District of Michigan, asserting equitable claims relating to alleged tariff-related pricing actions and potential governmental tariff reimbursements.

The complaint seeks unspecified damages or restitution for the alleged tariff-cost component of prices charged and other relief.

The Company intends to defend the matter vigorously.

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-Q

Item 1. Financial Statements