What changed in this filing

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Item 1. Financial Statements

2026-09-03 compared with 2026-06-04 · 137 added, 59 removed, 457 unchanged (30% of the section changed)

55 unchanged sentences

Amounts in thousands, except per share amounts)

Quarter Ended

Quarter Ended Two Quarters Ended

2026 August 3,

2025 August 2,

2026 August 3,

Net revenue $ 2,415,631 $ 2,525,219 $ 4,887,234 $ 4,895,879

21 unchanged sentences

Amounts in thousands)

Quarter Ended May 3, 2026

Quarter Ended August 2, 2026

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 February 1, 2026 5,116 5,116 $ — 111,380 $ 557 $ 669,392 $ 4,522,581 $ ( 230,690 ) $ 4,961,840

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

Net income 329,223 329,223

4 unchanged sentences

Repurchase of common stock, including excise tax ( 2,747 ) ( 14 ) ( 6,839 ) ( 326,496 ) ( 333,349 )

Balance as of August 2, 2026 5,116 5,116 $ — 106,566 $ 533 $ 695,052 $ 4,364,017 $ ( 268,428 ) $ 4,791,174

Quarter Ended August 3, 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 May 4, 2025 5,116 5,116 $ — 114,909 $ 574 $ 632,564 $ 3,993,154 $ ( 336,722 ) $ 4,289,570

Quarter Ended May 4, 2025

Net income 370,905 370,905

Other comprehensive income (loss), net of tax 5,497 5,497

Stock-based compensation expense ( 1,844 ) ( 1,844 )

Common stock issued upon settlement of stock-based compensation 50 — 5,257 5,257

Shares withheld related to net share settlement of stock-based compensation ( 3 ) — ( 873 ) ( 873 )

Repurchase of common stock, including excise tax ( 1,128 ) ( 4 ) ( 2,729 ) ( 278,500 ) ( 281,233 )

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

Two Quarters Ended August 2, 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 ( 4,918 ) ( 25 ) ( 12,245 ) ( 682,835 ) ( 695,105 )

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

Balance as of August 2, 2026 5,116 5,116 $ — 106,566 $ 533 $ 695,052 $ 4,364,017 $ ( 268,428 ) $ 4,791,174

Two Quarters Ended August 3, 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 February 2, 2025 5,116 5,116 $ — 116,166 $ 581 $ 638,190 $ 4,109,717 $ ( 424,441 ) $ 4,324,047

Net income 685,477 685,477

Other comprehensive income (loss), net of tax 93,216 93,216

Stock-based compensation expense 21,247 21,247

Common stock issued upon settlement of stock-based compensation 245 — 5,478 5,478

Shares withheld related to net share settlement of stock-based compensation ( 92 ) — ( 26,514 ) ( 26,514 )

Repurchase of common stock, including excise tax ( 2,491 ) ( 11 ) ( 6,026 ) ( 709,635 ) ( 715,672 )

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

See accompanying notes to the unaudited interim consolidated financial statements

2 unchanged sentences

Amounts in thousands)

Quarter Ended

Two Quarters Ended

2026 August 3,

Cash flows from operating activities

Net income $ 524,271 $ 685,477

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

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

Depreciation and amortization 277,667 234,244

14 unchanged sentences

Other current and non-current liabilities ( 299 ) ( 30,885 )

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

Net cash provided by operating activities 589,278 209,722

Cash flows from investing activities

36 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 816 and 811 company-operated stores in operation as of May 3, 2026 and February 1, 2026, respectively.

There were 825 and 811 company-operated stores in operation as of August 2, 2026 and February 1, 2026, respectively.

Basis of Presentation

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.

The unaudited interim consolidated financial statements, including the financial position as of August 2, 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").

7 unchanged sentences

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

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

The first two quarters of 2026 and 2025 ended on August 2, 2026 and August 3, 2025, respectively.

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

22 unchanged sentences

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

First Quarter

Second Quarter First Two Quarters

2026 2025 2026 2025

(In thousands)

11 unchanged sentences

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

First Quarter

Second Quarter First Two Quarters

2026 2025 2026 2025

(In thousands)

4 unchanged sentences

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

First Quarter

Second Quarter First Two Quarters

2026 2025 2026 2025

(In thousands)

9 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 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.

As of August 2, 2026, the Company had no borrowings outstanding under this credit facility other than $ 6.3 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 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 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.

The Company was in compliance with all such covenants as of August 2, 2026.

Uncommitted Revolving Credit Facilities

The Company has uncommitted revolving credit facilities, including an unsecured Chinese Yuan-denominated revolving credit facility totaling the equivalent of USD $ 44.4 million, which is reviewed annually and provides for short-term borrowing and the issuance of guarantees.

As of August 2, 2026, there were no borrowings or guarantees outstanding, letters of credit totaling USD $ 13.7 million were issued, and the Company was in compliance with all applicable terms of the Chinese Yuan-denominated 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 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.

As of August 2, 2026 and February 1, 2026, $ 39.6 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 $ 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-based compensation expense charged to income for the plans was $ 49.7 million and $ 21.1 million for the first two quarters of 2026 and 2025, respectively.

Total unrecognized compensation cost for all stock-based compensation plans was $ 173.3 million as of August 2, 2026, which is expected to be recognized over a weighted-average period of 2.4 years.

A summary of the balances of the Company's stock-based compensation plans as of August 2, 2026, and changes during the first two quarters of 2026, is presented below:

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

5 unchanged sentences

Forfeited/expired 165 235.25 39 262.43 — — 49 218.06

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.

Balance as of August 2, 2026 1,525 $ 258.81 288 $ 233.81 — $ — 759 $ 202.50

Exercisable as of August 2, 2026 552 $ 321.95

The Company's performance-based restricted stock units ("PSUs") awarded to eligible employees during 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.

The fair value of these PSUs was determined at grant date 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 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

The following are weighted averages of the assumptions that were used during the first two quarters of 2026:

Stock Options Performance-Based Restricted Stock Units

9 unchanged sentences

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

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.

During the second quarter of 2026, there were 78.8 thousand shares purchased.

As of August 2, 2026, 3.9 million shares remain authorized to be purchased under the ESPP.

Defined Contribution Pension Plans

1 unchanged sentence

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.

The Company's net expense for the defined contribution plans was $ 13.0 million and $ 12.2 million in the first two quarters of 2026 and 2025, respectively.

Fair Value Measurement

Assets and Liabilities 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:

As of August 2, 2026 and February 1, 2026, the Company held certain assets and liabilities that are measured at fair value on a recurring basis:

2026 Level 1 Level 2 Level 3 Balance Sheet Classification

1 unchanged sentence

Money market funds $ 37,349 $ 37,349 $ — $ — Cash and cash equivalents

Term deposits 83,328 — 83,328 — Cash and cash equivalents

Forward currency contract assets 6,275 — 6,275 — Prepaid expenses and other current assets

17 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 quarter of 2026.

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

Derivatives Not Designated as Hedging Instruments

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.

During the first two quarters 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.

1 unchanged sentence

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

May 3, 2026 February 1, 2026

August 2, 2026 February 1, 2026

Gross Notional Assets Liabilities Gross Notional Assets Liabilities

6 unchanged sentences

Forward currency contracts $ 6,275 $ 8,431 $ 30,996 $ 36,476

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.

As of August 2, 2026, there were derivative assets of $ 6.3 million and derivative liabilities of $ 8.4 million subject to enforceable netting arrangements.

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

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

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

First Quarter

Second Quarter First Two Quarters

2026 2025 2026 2025

(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:

First Quarter

Second Quarter First Two Quarters

2026 2025 2026 2025

(In thousands)

2 unchanged sentences

Derivatives not designated in a hedging relationship ( 36,322 ) ( 3,837 ) ( 43,683 ) 59,231

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

Net foreign currency exchange and derivative gains (losses) $ 247 $ 1,443 $ ( 7,513 ) $ ( 8,767 )

Earnings Per Share

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

First Quarter

Second Quarter First Two Quarters

2026 2025 2026 2025

(In thousands, except per share amounts)

8 unchanged sentences

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

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.

For the first two quarters of 2026 and 2025, 0.3 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.

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.

2 unchanged sentences

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

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.

As of August 2, 2026, the remaining authorized amount available under the program, excluding commissions and excise taxes, was $ 712.5 million.

During the first two quarters of 2026 and 2025, 4.9 million and 2.5 million shares, respectively, were repurchased under the programs at a total cost including commissions and excise taxes of $ 695.1 million and $ 715.7 million, respectively.

Subsequent to August 2, 2026, and up to August 28, 2026, 1.0 million shares were repurchased at a total cost including commissions and excise taxes of $ 118.8 million.

Supplementary Financial Information

52 unchanged sentences

The following outlines segmented information:

First Quarter 2026

Second Quarter 2026

China Mainland

16 unchanged sentences

$ 65,757 $ 11,144 $ 11,092 $ 87,993 $ 54,339 $ 142,332

First Quarter 2025

Second Quarter 2025

China Mainland

16 unchanged sentences

$ 54,499 $ 8,871 $ 8,574 $ 71,944 $ 47,771 $ 119,715

First Two Quarters 2026

China Mainland

Rest of World

Total Segments

Corporate (1)

(In thousands)

Net revenue $ 3,237,982 $ 885,490 $ 763,762 $ 4,887,234 $ — $ 4,887,234

Product costs (2)

922,329 189,631 215,464 1,327,424 — 1,327,424

Other cost of sales (2)

374,666 119,882 144,563 639,111 120,003 759,114

Selling, general and administrative expenses 938,094 221,638 259,339 1,419,071 647,249 2,066,320

Amortization of intangible assets — — — — 3,777 3,777

Income from operations $ 1,002,893 $ 354,339 $ 144,396 $ 1,501,628 $ ( 771,029 ) $ 730,599

Other income (expense), net 22,829

Income before income tax expense $ 753,428

Supplemental information:

Depreciation and amortization (3)

$ 128,011 $ 23,134 $ 21,630 $ 172,775 $ 104,892 $ 277,667

First Two Quarters 2025

China Mainland

Rest of World

Total Segments

Corporate (1)

(In thousands)

Net revenue $ 3,432,775 $ 760,999 $ 702,105 $ 4,895,879 $ — $ 4,895,879

Product costs (2)

996,293 174,034 198,713 1,369,040 — 1,369,040

Other cost of sales (2)

315,037 101,412 121,671 538,120 128,391 666,511

Selling, general and administrative expenses 912,720 179,428 227,622 1,319,770 574,759 1,894,529

Amortization of intangible assets — — — — 3,360 3,360

Income from operations $ 1,208,725 $ 306,125 $ 154,099 $ 1,668,949 $ ( 706,510 ) $ 962,439

Other income (expense), net 21,523

Income before income tax expense $ 983,962

Supplemental information:

Depreciation and amortization (3)

$ 105,940 $ 17,447 $ 17,286 $ 140,673 $ 93,571 $ 234,244

(1) Corporate includes centrally managed support functions including product design, raw material development, product innovation, sourcing, supply chain, and global merchandising which are included in other cost of sales.

2 unchanged sentences

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, hemming costs and other product alteration costs, and product-related royalties paid to third parties.

International Emergency Economic Power Act ("IEEPA") tariff refunds of $ 134.5 million during the second quarter of 2026 are included within product costs in the Americas.

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

5 unchanged sentences

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.

24 unchanged sentences

Certain of the Derivative Actions also assert claims based on alleged false and misleading statements during the period October 28, 2020 to April 25, 2024 relating to the Company’s "IDEA" program.

The complaints seek, among other things, monetary damages and equitable relief on behalf of the Company, as well as an award of attorneys’ fees and costs.

The complaints seek, among other things, monetary damages and equitable

relief on behalf of the Company, as well as an award of attorneys’ fees and costs.

On May 15, 2025, plaintiff in Bhavsar v.

5 unchanged sentences

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.

Import Tariffs and Related Legal Proceedings

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.

Supreme Court invalidated tariffs imposed under the IEEPA.

Administration has 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.

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

During the second quarter of 2026, the Company received $ 134.5 million of IEEPA tariff refunds, which has been recognized in cost of goods sold, and $ 4.1 million of associated interest, which has been recognized in other income (expense), net.

However, the ultimate additional amounts that it may be refunded, if any, remain uncertain, and as of August 2, 2026, it has not recognized an asset in relation to further IEEPA tariff refund claims.

On March 27, 2026, lululemon usa inc.

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

was named as a defendant in a purported consumer class action ( Neuman, et al.

Lululemon USA Inc.

1 unchanged sentence

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.

The Company intends to defend the lawsuit.

On June 30, 2026, lululemon usa inc.

was named as a defendant in a related purported consumer class action ( Alsaady, et al.

Lululemon USA Inc.

3:26-cv-05708) in the United States District Court for the Western District of Washington, asserting claims under consumer protection statutes of Washington, Michigan, and New York and equitable claims relating to alleged tariff-related pricing action and potential government tariff reimbursements.

Like the first-filed case, 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 lawsuit.

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