What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-03-22 compared with 2022-03-01 · 615 added, 552 removed, 96 unchanged (92% of the section changed)

mission is to help “every body” sleep, feel and live better through innovative comfort solutions.

We are a digitally-native vertical brand

founded on comfort product innovation with premium offerings.

We design and manufacture a variety of innovative, branded and premium comfort

products, including mattresses, pillows, cushions, bases, sheets and more.

Our products are the result of decades of innovation and investment

in proprietary and patented comfort technologies and the development of our own manufacturing processes.

Our proprietary gel technology,

Hyper-Elastic Polymer ® , known as the Purple Grid ® , underpins many of our comfort products and provides a

range of benefits that differentiate our offerings from other competitors’ products.

Specially engineered for enhanced pressure

relief and unwavering support, Purple’s patented grid technology has been used and tested rigorously within medical and consumer

Our mission is to help people

feel and live better through innovative comfort solutions.

We began as a digitally-native

vertical brand founded on comfort product innovation with premium offerings, and are now omni-channel.

We offer a variety of innovative,

branded and premium comfort products, including mattresses, pillows, cushions, bases, sheets and more.

Our products are the result of

decades of innovation and investment in proprietary and patented comfort technologies and the development of our own manufacturing processes.

Our proprietary Hyper-Elastic Polymer gel technology underpins many of our comfort products and provides a range of benefits that differentiate

our offerings from other competitors’ products.

Specially engineered to relieve pressure, maintain an ideal body temperature, and

provide instantly adaptive support, Purple’s patented technology has been used and tested rigorously within medical and consumer

applications for over 30 years.

1 unchanged sentence

material for our mattresses and other cushion products.

We market and sell our products through

direct-to-consumer e-commerce and Purple retail showrooms (collectively “DTC”) and retail brick-and-mortar wholesale partners.

foundation of our business is core competencies in design, development and manufacturing.

Decades of accumulated knowledge enable us

to create all aspects of our innovative products, including fundamental comfort technologies and machines and processes necessary to

bring them to market.

We have integrated our operations to include research and development, marketing and manufacturing, resulting in

an ability to rapidly test, learn, adapt and scale our product offerings.

In order to solve complex manufacturing challenges such as

large-format injection molding of our Purple Grid, we designed and produced our own manufacturing equipment including our proprietary

and patented Mattress Max™ machinery.

These were and still are fully customized machines unique to Purple that can handle both

our size and scale requirements.

We believe our combination of patents and intellectual property, proprietary and patented manufacturing

equipment, production processes and decades of acquired knowledge create an advantage over our competitors who rely on commoditized materials,

such as foam and outsourced manufacturing.

In addition to developing transformative,

differentiated products and technologies, we have built a brand that has high customer engagement and avid brand advocates.

experienced marketing team, providing efficient customer acquisition and brand demand development.

Our marketing strategy enables us to

market our full product suite to customers, generate frequent interactions online and drive traffic to all channels offering our products.

Evidencing the strength of our brand, our close rate among consumers who are considering a purchase was at an all-time high in the fourth

quarter of 2021.

As a native DTC brand, our knowledge

of and engagement with consumers across digital and brick and mortar retail channels is advantageous and increasing.

To complement our

DTC efforts, we have developed multiple wholesale relationships with best-in-class retailers in the furniture, mattress specialty, home

décor, and department store spaces.

We believe our distinctly differentiated products, marketing strategies, manufacturing capabilities,

unique branding and proprietary technologies position us to continue to drive our growth in comfort products.

By fourth quarter 2021,

we believe we increased our share in the overall mattress category nearly a full percentage point from the previous high in the fourth

quarter of 2020 and first quarter of 2021.

In 2021, our DTC sales, which includes online and Purple retail showrooms, accounted for 65.3%

of our net revenues and wholesale accounted for 34.7% of net revenues, while sales of sleep products accounted for 91.5% of our net revenues

and other products accounted for 8.5%.

In 2021, Purple opened and scaled

a new facility in McDonough, Georgia to create growth-supporting capacity and a manufacturing footprint that serves our customers in the

We also grew our DTC efforts by adding 19 Purple retail showrooms in 2021 and two thus far in 2022, making a total of 30

Company showroom locations in cities across the United States.

We anticipate opening additional Purple retail showrooms throughout 2022

and to eventually have more than 200 showrooms.

and Competition

portfolio of products is driven by our commitment to innovating real comfort solutions that meaningfully help “every body”

sleep, feel and live better.

Whether it’s getting a better night’s rest or elevating the work from home experience, we design

and manufacture truly innovative, differentiated products that put our customer’s comfort first.

sleep products category encompasses a variety of products including mattresses, pillows, bases, foundations, sheets, mattress protectors,

blankets and duvets.

We market and sell our products

through direct-to-consumer e-commerce and Purple owned retail showrooms (collectively “DTC”) and retail wholesale partners.

The foundation of our business is core competencies in design, development

and manufacturing.

Our accumulated knowledge enables us to create all aspects of our innovative products, including fundamental comfort

technologies and machines and processes necessary to bring them to market.

We have integrated our operations to include research and development,

marketing and manufacturing, resulting in an ability to rapidly test, learn, adapt and scale our product offerings.

In order to solve

complex manufacturing challenges such as large-format injection molding of our Hyper-Elastic Polymer cushioning material, we designed

and produced our own manufacturing equipment including our proprietary and patented molding machinery.

These fully customized machines

are unique to Purple and, we believe, can handle both our size and scale requirements.

We believe our combination of patents and intellectual

property, proprietary and patented manufacturing equipment, production processes and decades of acquired knowledge create an advantage

over our competitors who rely on commoditized materials, such as foam and outsourced manufacturing.

In addition to developing

differentiated products and technologies, we have built a brand that we believe has high customer engagement and avid brand advocates.

We have an experienced marketing team, providing efficient customer acquisition and brand demand development.

Our marketing strategy enables

us to market our full product suite to customers, generate frequent interactions online and drive traffic to all channels offering our

Our knowledge of and engagement

with consumers across digital and brick and mortar retail channels is advantageous and increasing.

To complement our DTC efforts, we have

developed multiple wholesale relationships with best-in-class retailers in the furniture, mattress specialty, home décor, and department

store spaces.

Our goal is to provide opportunities for each customer to learn, shop, and buy in the way that works for them.

our distinctly differentiated products, including newly broadened spectrum of mattresses across price points, comfort preferences, benefit

segments, marketing strategies, manufacturing capabilities, unique branding and proprietary technologies position us to continue to drive

In 2022, our DTC sales, which includes online and Purple owned retail showrooms, accounted for 57.4% of our net revenues and

wholesale accounted for 42.6% of net revenues, while sales of sleep products accounted for 91.2% of our net revenues and other products

accounted for 8.8%.

In 2022, we grew our DTC efforts by adding 27 Purple owned retail showrooms,

making a total of 55 Company locations across the United States.

We anticipate opening 11 additional Purple owned retail showrooms throughout

2023 and in the future.

Industry and Competition

Our portfolio of products

is driven by our commitment to innovating real comfort solutions that meaningfully help people sleep, feel and live better.

getting a better night’s rest or elevating the work from home experience, we design and manufacture truly innovative, differentiated

products that put our customers’ comfort first.

Sleep Products

The sleep products category

encompasses a variety of products including mattresses, pillows, bases, foundations, sheets, mattress protectors, blankets and duvets.

Meaningful innovation in sleep products has remained stagnant and limited over the last 150 years.

Coil spring mattresses

and memory foam, two of the primary materials underpinning mattress technology today, were invented in the 1860’s and 1990’s.

Latex, water and air mattresses followed, emerging in the latter part of the 20 th century.

Since these early inventions, the

mattress industry has remained complacent with little meaningful innovation, until the introduction of the Purple Grid.

Our Purple Grid,

made from our proprietary Hyper-Elastic Polymer, represents a meaningful innovation in pressure relief, temperature neutrality, responsiveness,

durability and limited motion transfer.

The Purple Grid solves problems that regular mattresses create and has proven that material innovations

can have a positive impact on sleep.

Coil spring mattresses and memory foam,

two of the primary materials underpinning mattress technology today, were invented in the 1860’s and 1990’s.

and air mattresses followed, emerging in the latter part of the 20 th century.

Since these early inventions, the sleep product

industry has remained complacent with little meaningful innovation, until the introduction of our proprietary Hyper-Elastic Polymer material,

which represents a meaningful innovation in pressure relief, temperature neutrality, responsiveness, durability and limited motion transfer.

Our proprietary technology solves problems that regular mattresses create and has proven that material innovations can have a positive

impact on sleep.

Beginning in 2015, the market

3 unchanged sentences

Today, the U.S.

mattress industry has rebalanced to be comprised of vendors that rely on retail distribution as well as

a consolidated number of direct-to-consumer retailers who have tried to expand brick and mortar distribution to capture more market share

in a category still tied to instore product trials.

Amidst this changing category dynamic, Purple’s manufacturing capabilities paired

with our strategic mix of showrooms, e-commerce and third-party retailers, has allowed us to gain share and be a leader in the sleep products

In general, new direct to consumer mattress

companies offer convenience, free shipping and returns, and low prices, while leveraging third-party manufacturing and distribution.

used by online mattress retailers include layers of foam cushioning that are assembled, compressed and folded into a box for distribution.

This market is highly fragmented, commoditized and competitive, with customer purchase decisions based primarily on price.

Prior to Purple,

there has been little recent success disrupting the premium market, where the majority of category revenue and profit is realized.

in the premium market include Tempur Sealy and Sleep Number.

e-commerce home goods purchases have increased over the past five years, traditional brick-and-mortar retailers command a significant

part of the market for mattress products.

sleep product industry has rebalanced to be comprised of vendors that rely on retail distribution as well

as a consolidated number of direct-to-consumer retailers who have tried to expand brick and mortar distribution to capture more market

share in a category still tied to instore product trials.

Amidst this changing category dynamic, Purple’s manufacturing capabilities

paired with our strategic mix of showrooms, e-commerce and third-party retailers, has allowed us to gain share and be a leader in the

sleep products category.

In 2022, we acquired Advanced Comfort Technologies, Inc., dba Intellibed

(“Intellibed”), a premium sleep and health wellness company that was a pre-existing licensee of our founders of some

of our technologies.

That acquisition resulted in us owning the sole right to use all of our Hyper-Elastic Polymer technologies in our

In addition, the acquisition will allow us to immediately expand into the luxury mattress segment.

Purple has recently announced

three collections to be available in the second quarter of 2023:

Essentials (including the New Day, The Purple Mattress, and The Purple

Plus), Premium (including Restore, RestorePlus, and RestorePremier) and Luxe (including Rejuvenate, RejuvenatePlus and RejuvenatePremier).

In general, direct to consumer mattress companies offer convenience,

free shipping and returns, and low prices, while leveraging third-party manufacturing and distribution.

Materials used by online mattress

retailers include layers of foam cushioning that are assembled, compressed and folded into a box for distribution.

This market is highly

fragmented, commoditized and competitive, with customer purchase decisions based primarily on price.

Prior to Purple, there has been little

recent success disrupting the premium market, where the majority of category revenue and profit is realized.

Competitors in the premium

market include Tempur Sealy and Sleep Number.

While e-commerce home goods

purchases have increased over the past five years, traditional brick-and-mortar retailers command a significant part of the market for

mattress products.

This part of the retail market is also highly fragmented and competitive.

The leading brick-and-mortar

specialty mattress retailers in the United States and Canada are, respectively, Mattress Firm and Sleep Country Canada, both of which

Purple has significant partnerships with.

These national retailers compete with both regional and local retailers as well as furniture

and department stores.

The leading brick-and-mortar specialty mattress

retailers in the United States and Canada are, respectively, Mattress Firm and Sleep Country Canada, both of which Purple has significant

partnerships with.

These national retailers compete with both regional and local retailers as well as furniture and department stores.

Purple has also expanded into many of these regional furniture retailers.

these channels, some key factors that impact competition in our industry include comfort feel, product features, reliable logistics and

manufacturing capabilities, marketing efficacy and efficiency, brand differentiation, expertise of sales associates, customer care, pace

of innovation and product roadmap, price of products and services, financial stability and ability to invest in innovation.

Makes Purple Different?

believe we have a particular set of competitive strengths that differentiate and position us for continued success:

Across these channels, some

key factors that impact competition in our industry include comfort feel, product features, reliable logistics and manufacturing capabilities,

marketing efficacy and efficiency, brand differentiation, expertise of sales associates, customer care, pace of innovation and product

roadmap, price of products and services, financial stability and ability to invest in innovation.

What Makes Purple Different?

We believe we have a particular

set of competitive strengths that differentiate and position us for continued success:

of innovation that produced new comfort technology— We are a company built on innovation and licensing, with more than 30

2 unchanged sentences

the invention of our proprietary and patented Hyper-Elastic Polymer technology.

Our breakthrough mattress represents what we believe to

be the first substantive innovation in the mattress industry since the introduction of memory foam in 1992.

Our breakthrough mattress represents what we believe

to be the first substantive innovation in the sleep product industry since the introduction of memory foam in 1992.

We believe that the unique

properties of the Purple Grid enable several improvements to existing sleep products that are not addressed by foam, spring and air mattresses.

Relief— The Purple Grid is designed around the science of column buckling which enables our mattresses to be both firm

The Purple Grid offers support across the body’s larger surface areas, such as the back, while providing pressure

properties of our technology enable several improvements to existing sleep products that are not addressed by foam, spring and air mattresses.

Relief— Our Hyper-Elastic Polymer technology is designed around the science of column buckling which enables our mattresses

to be both firm and soft.

This offers support across the body’s larger surface areas, such as the back, while providing pressure

relief at local areas or points of pressure, such as the hips and shoulders.

We believe Purple’s founders were the first to

leverage this technology in mattresses after its success in licensing its proprietary Purple Grid to medical manufacturers for use

in wheelchairs, critical care beds and to this day, hospital beds.

We believe Purple’s founders were the first to leverage

this technology in mattresses after its success in licensing its proprietary Hyper-Elastic Polymer technology to medical manufacturers

for use in wheelchairs, critical care beds and to this day, hospital beds.

The resulting feel is often described as buoyant and responsive.

Neutral— The Hyper-Elastic Polymer material itself is temperature neutral, with the surface of the Purple Grid comprised

mostly of air, made from thousands of open-air channels.

● Temperature

Neutral— The Hyper-Elastic Polymer material itself is temperature neutral, with the surface comprised mostly of air, made

from thousands of open-air channels.

The channels allow for high airflow and dissipation of heat and vapor.

is the opposite of foam beds, which absorb heat from the body and then radiate the heat back, constantly increasing the temperature.

The Purple Grid allows for continual sleeping without waking up hot.

This is the opposite of foam

beds, which absorb heat from the body and then radiate the heat back, constantly increasing the temperature.

Our technology allows for

continual sleeping without waking up hot.

● Responsive— Unlike

memory foam, which compresses, gets hard and then takes time to recoil, the Purple Grid is instantly responsive to the body as it

It will immediately flex to support your position and spring back into place as you readjust during the night.

Durable— Hyper-Elastic Polymer material is a highly durable gel that we believe

outlasts most foams by two to three times.

The Hyper-Elastic Polymer technology also has numerous applications beyond mattress

products including seat cushions, pillows, pet beds and beyond.

The development of the Hyper-Elastic Polymer technology is only one of

numerous innovations we have developed to produce a range of unique and effective comfort products across the sleep, seat cushion and

other categories.

technologies and manufacturing expertise provide a significant competitive advantage— We believe the combination of patent protection, proprietary manufacturing

equipment and decades of accumulated knowledge creates a competitive advantage through barriers to imitation.

We have hundreds of granted

or pending patents and hundreds of patent filings that cover current and future products as well as proprietary manufacturing equipment

we have designed and fabricated.

In addition to intellectual property protection of key products and manufacturing capabilities, our team

has decades of experience and unique insights derived from inventing and refining proprietary comfort technologies, machines and products.

Our Mattress Max machine, designed and built by Purple, allows for large-format injection molding of gels at scale.

Not commercially available

outside of Purple, this machine is essential in producing our proprietary products efficiently and at scale.

Growing a brand with a passionate following— Our brand mirrors our passion for uncompromising performance, quality and durability, and our dedication to improving lives by delivering better sleep and better comfort.

We built our brand via a highly engaging digital marketing strategy, which rapidly grew our brand awareness to levels that we believe are very close to premium mattress category leaders in only five years.

Our early brand growth was fueled by viral videos that have been seen more than 4.4 billion times across Facebook and YouTube.

Our brand has extended beyond awareness of individual products and we have successfully marketed our full suite of products to customers using our DTC strategy.

We believe customer satisfaction with our product has continued to drive “word of mouth” recommendation that is one of the most persuasive ways customers learn about our products.

memory foam, which compresses, gets hard and then takes time to recoil, our Hyper-Elastic Polymer technology is instantly responsive

to the body as it moves.

It will immediately flex to support the sleeper’s position and spring back into place as the sleeper readjusts

during the night.

● Durable— Hyper-Elastic

Polymer material is a highly durable gel that we believe is more durable than most foams.

The Hyper-Elastic Polymer technology

also has numerous applications beyond mattress products including seat cushions, pillows, and others.

The development of the Hyper-Elastic

Polymer technology is only one of numerous innovations we have developed to produce a range of unique and effective comfort products

across the sleep, seat cushion and other categories.

● Proprietary

technologies and manufacturing expertise provide a significant competitive advantage— We believe the combination of patent

protection, proprietary manufacturing equipment and decades of accumulated knowledge creates a competitive advantage through barriers

to imitation.

We have hundreds of granted or pending patents and hundreds of patent filings that cover current and future products as

well as proprietary manufacturing equipment we have designed and fabricated.

In addition to intellectual property protection of key products

and manufacturing capabilities, our team has in depth experience and unique insights derived from inventing and refining proprietary

comfort technologies, machines and products.

Our patented and proprietary molding processes and machines allow for large-format injection

molding of gels efficiently and at scale.

a brand with a passionate following— Our brand mirrors our passion for uncompromising performance, quality and durability,

and our dedication to improving lives by delivering better sleep and better comfort We believe our brand awareness and consideration

rivals category leaders, after only seven years.

Our brand has extended beyond awareness of individual products and we have successfully

marketed our full suite of products to customers using our omni-channel strategy.

We believe our customers’ satisfaction with our

product has continued to drive “word of mouth” recommendations, one of the most persuasive ways customers learn about our

Balanced, omni-channel distribution strategy— We have sought opportunities to expand brand awareness in brick-and-mortar retailers where our beds can be displayed.

1 unchanged sentence

Our goal is to support the customer wherever and however they want to learn, try, and buy.

Whether in wholesale, Purple retail showrooms, or our e-commerce channel, we are a leader in the sleep products market.

Our flexible return policies and aggressive expansion of wholesale doors and showrooms allow for more of our targeted customers to feel and experience our products throughout the purchase process.

Whether in wholesale, Purple owned retail showrooms, or our e-commerce channel, we are a leader in the sleep products market.

Our flexible return policies and aggressive expansion of wholesale doors and our own showrooms allow for more of our targeted customers to feel and experience our products throughout the purchase process.

In our wholesale channel, we sell most of our products through select national and regional retailers as well as a variety of independent retail partners throughout the United States and Canada.

As a result, we believe we are driving accelerated growth in the sleep products market as compared to the traditional retail sleep product industry.

integration enables nimble design, development and execution —We design and develop our products in-house and we have

extensive research and development capabilities led by a team of engineers, industrial designers and marketing specialists.

to develop and test products in this manner enables us to not only prototype and deploy new ideas, but also design and develop corresponding

As a result, we believe we will drive accelerated growth in the sleep products industry.

Vertical integration

enables nimble design, development and execution —We design and develop our products in-house and we have extensive

research and development capabilities led by a team of engineers, industrial designers and marketing specialists.

The ability to

develop and test products in this manner enables us to not only prototype and deploy new ideas, but also design and develop corresponding

manufacturing equipment and processes.

3 unchanged sentences

of these functions and lack an integrated approach.

Amplifying Purple Brand Power— We are building a differentiated brand and investing in brand demand-driving marketing and advertising to create awareness, engagement, and preference for the Purple brand and for our products across all our sales channels.

This strategic focus and capability investment will support our growth plans in the wholesale channel, in Purple retail showrooms, and on Purple.com.

We’ll also harness the evangelism of the ever-growing base of Purple owners whose advocacy of our products is one of the brand’s greatest strengths.

direct-to-consumer growth and penetration— We believe that we are well positioned to leverage our brand, leading

product portfolio, vertical integration and strong marketing capabilities to continue to attract new customers via our e-commerce

We have invested in substantial improvements to our website, enhancing the education, shopping, and buying experiences,

and we have expanded our contact center, enabling live voice, chat and messaging with our sales associates which has driven higher

customer satisfaction, higher average order value, and higher conversion.

Continued successful execution on Purple.com supports

planned e-commerce growth, and growth in all channels given the importance of the site during the customer decision journey.

Growth Strategies

Expansion of the Brand to Premium and Luxe Categories— To complement and support our expansion into the higher-priced, higher margin categories, Purple is evolving its differentiated brand to broaden appeal.

We are investing in brand demand-driving marketing and advertising to create awareness, engagement, and preference for the Purple brand and for our products across all our sales channels.

We also plan on developing a reimagined brand associated with life enhancing sleep.

In 2023, we expect to be able to increase effective marketing by 11% over the prior year with an anticipated 40% increase occurring after the launch of our new Premium and Luxe product categories anticipated to occur on May 15 in our showrooms and online and from May to July in our wholesale partners’ retail stores.

This strategic focus and investment will support our growth plans in the wholesale channel, in Purple owned retail showrooms, on Purple.com and online marketplaces, and in particular our Luxe offerings are expected to increase average sales prices significantly.

We’ll also continue to harness the evangelism of the ever-growing base of Purple owners whose advocacy of our products is one of the brand’s greatest strengths.

Further direct-to-consumer growth and penetration— We believe that we are well positioned to leverage our brand, leading product portfolio, vertical integration and strong marketing capabilities to continue to attract new customers via our e-commerce channel.

We have invested in substantial improvements to our website, enhancing the education, shopping, and buying experiences, and we have expanded our contact center, enabling live voice, chat and messaging with our sales associates which has driven higher customer satisfaction, higher average order value, and higher conversion.

Continued successful execution on Purple.com supports planned e-commerce growth, and growth in all channels given the importance of the site during the customer decision journey.

In addition, we currently operate 55 Company showrooms in cities across the U.S.

where consumers can experience

our brand, learn about and engage with our technology, and purchase our products.

We anticipate continual expansion of our showrooms as

we optimize the format.

wholesale retail relationships— Expanding retail distribution of our products via new and existing arrangements represents

an opportunity to tap into the large brick-and-mortar category of the sleep products market.

We continue to have discussions with new

retail partners to expand our wholesale footprint, as well as with existing retail partners to increase sales.

product innovation— We have a rich history of product innovation and have developed core competencies in design, prototyping

where consumers can experience our brand, learn about and engage with our technology, and purchase our products.

We anticipate continual expansion of our showrooms as we optimize the format.

Expanded wholesale retail relationships— We continue to work closely with existing retail partners to increase market share and sales, and we are forming new partnerships to expand our wholesale footprint.

With our new Premium and Luxe collections, we believe we have an increased opportunity to tap into the large brick-and-mortar category of the sleep products market.

Currently during 2023, we anticipate increasing the number of beds in our approximate 3,400 doors by 1.2 to 1.4 beds per door, on a blended basis, which already is over our initial goal for the year of a 20% increase, and we believe this will contribute an estimated $1,000 to $1,500 per month per incremental slot.

We believe this is a result of the developing interest in our Premium and Luxe product categories which allows retailers to place these products as alternatives to other premium products to increase sales on high-end mattresses with materially higher margins for the retailer and Purple.

Existing product

innovation— We have a rich history of product innovation and have developed core competencies in design, prototyping

and manufacturing.

1 unchanged sentence

as well as introduce new offerings, with the potential to attract new customers and drive repeat sales.

product launches— We have a pipeline of future products we are developing.

We are constantly exploring new technologies

and ways to expand the benefits of our technologies through new product offerings.

This includes innovations in mattresses beyond

the Purple Grid, an expanded assortment based on the Harmony Pillow TM that includes new patent-pending technology, other

assortment expansion and new products in sleep, comfort and additional categories.

In 2020, we added a children’s line of products,

enabling us to sell to this underserved demographic and providing an additional opportunity to enter the home.

International

expansion— We believe there is a substantial opportunity for international expansion, and we expect to find new opportunities

as we expand into foreign markets.

We entered the Canada market in Q4 2020 via the wholesale retailer Sleep Country Canada and we

plan to expand in other foreign markets in the future.

We believe that our differentiated products, multi-channel distribution strategy,

manufacturing capabilities, vertical integration and marketing expertise will enable us to successfully enter new markets.

exploring opportunities for international expansion in areas such as marketing, manufacturing, and distribution, as well as increasing

franchise and wholesale partners.

current product portfolio is as follows:

New product launches— We have focused intensively on innovation, and we expect to launch more new mattresses in 2023 than all other years of our operations combined to support our long-range growth plan, with more to come.

We have a pipeline of future products we are developing.

We are constantly exploring new technologies and ways to expand the benefits of our technologies through new product offerings.

This includes innovations in mattresses beyond our Hyper-Elastic Polymer technology, an expanded assortment based on the Harmony Pillow that includes new patent-pending technology, other assortment expansion and new products in sleep, comfort and additional categories.

International expansion— We believe there is a substantial opportunity for international expansion, and we expect to find new opportunities as we expand into foreign markets.

We entered the Canada market in Q4 2020 via the wholesale retailer Sleep Country Canada and we plan to expand in other foreign markets in the future.

We believe that our differentiated products, multi-channel distribution strategy, manufacturing capabilities, vertical integration and marketing expertise will enable us to successfully enter new markets.

Our current product portfolio is as follows:

● Mattresses —Our

mattresses utilize the unique benefits of the Purple Grid creating a one-of-a-kind sleep solution that is breathable to help regulate

body temperature and soft enough to cradle pressure points while also providing support through localized buckling columns.

Grid is manufactured with non-toxic, food-grade ingredients that are third-party tested and free from carcinogenic chemicals.

patented No Pressure ® Purple Grid technology is used in all Purple mattresses.

The buckling columns in the Purple Grid instantly

adapt to your body to cradle your hips and shoulders while supporting your spine’s natural alignment for uniquely buoyant,

supportive comfort.

We back up the quality and durability of our mattress with a 100-night comfort guarantee and a ten-year warranty.

We currently sell five distinct models of mattresses, ranging from our original Purple foam-core, to our hybrid with premium pocket

coil cores, and premier mattresses which include three or four inches of Purple Grid.

Pillows— We currently sell five types of pillows:

The Purple Harmony Pillow™,

the Purple Pillow™, the Purple Twin Cloud Pillow™, the Purple Cloud Pillow™ and the Kids Pillow.

mattresses utilize the unique benefits of our Hyper-Elastic Polymer technology creating a

one-of-a-kind sleep solution that is breathable to help regulate body temperature and soft

enough to cradle pressure points while also providing support through localized buckling

Our Hyper-Elastic Polymer products are manufactured with non-toxic ingredients that

are third-party tested and free from carcinogenic chemicals.

The patented Hyper-Elastic Polymer

technology is used in all Purple mattresses.

The buckling columns in our mattresses instantly

adapt to your body to cradle your hips and shoulders while supporting your spine’s

natural alignment for uniquely buoyant, supportive comfort.

We back up the quality and durability

of our mattress with a 100-night trial and a ten-year warranty.

Beginning in 2023, we will

have three collections – Essentials, Premium, and Luxe, with mattresses ranging from

our original Purple, to our redesigned and improved Premium and Luxe mattresses, all of which

include our Hyper-Elastic Polymer technology.

● Pillows —We

currently sell five types of pillows:

The Purple Harmony Pillow, the Purple Pillow, the Purple

Twin Cloud Pillow, the Purple Cloud Pillow™ and the Kids Pillow.

The Purple Harmony

Pillow is a hybrid, hypoallergenic pillow featuring the world’s first and only tapered 360º Purple Grid Hex surrounding a soft,

responsive Talalay latex core for optimal head and neck support.

It has a cool-to-the-touch, moisture-wicking Breeze Mesh cover to enhance

the benefits of the Purple Grid Hex.

It’s the ultimate balance of soft, cool, and responsive no pressure support.

The Purple Pillow

utilizes the Purple Grid in a head-specific triangular grid-shape to protect against breaking down or losing shape.

Pillow is a hybrid, hypoallergenic pillow featuring the world’s first and only tapered

360º Hyper-Elastic Polymer Grid Hex surrounding a soft, responsive Talalay latex core

for optimal head and neck support.

It has a cool-to-the-touch, moisture-wicking breathable

cover to enhance the benefits of our Hyper-Elastic Polymer technology.

It’s the ultimate

balance of soft, cool, and responsive no pressure support.

The Purple Pillow is a head-specific

triangular grid-shape to protect against breaking down or losing shape.

The Purple Twin Cloud

Pillow is a hypoallergenic down-alternative that features our patented cover construction which includes two chambers filled with gel

fibers that double up for better sleep.

The Purple Cloud Pillow is filled with hypoallergenic, ultra-fine gel fibers that won’t

clump, trap heat, or flatten over time.

The result is plush cushioning that molds to support the head and neck.

The Kids Pillow is

smaller and softer than our original Purple pillow and adjusted to fit smaller sleepers.

We believe our pillows are unique, with no other

products in the market like them in appearance, design, functionality or comfort.

We also back up the quality and durability of our pillows

with a 100-night comfort guarantee and a one-year warranty.

Sheets— We sell two types of sheets and pillowcases.

Made from stretchy and breathable bamboo-based Viscose, our SoftStretch

sheets are designed to maximize the functionality of the Purple Grid in our mattresses and pillows.

We developed our own technology to

enable customers to experience the full performance potential of our mattress (or any other mattress).

We also sell more traditional cotton-based

Complete Comfort sheets designed to have cushion enhancing two-way stretch.

Our sheet sets include pillowcases that also maximize the

unique functionality of our pillows.

Protector —Like our sheets, our mattress protector is designed to optimize the functionality of the Purple Grid in our

Pillow is a hypoallergenic down-alternative that features our patented cover construction

which includes two chambers filled with gel fibers that double up for better sleep.

Cloud Pillow is filled with hypoallergenic, ultra-fine gel fibers that won’t clump,

trap heat, or flatten over time.

The result is plush cushioning that molds to support the

head and neck.

The Kids Pillow is smaller and softer than our original Purple pillow

and adjusted to fit smaller sleepers.

We believe our pillows are unique, with no other products

in the market like them in appearance, design, functionality or comfort.

We also back up

the quality and durability of our pillows with a 100-night trial and a one-year warranty.

sell two types of sheets and pillowcases.

Made from stretchy and breathable bamboo-based Viscose, our SoftStretch sheets are designed

to maximize the functionality of our mattresses and pillows.

We developed our own technology to enable customers to experience the full

performance potential of our mattress (or any other mattress).

We also sell more traditional cotton-based Complete Comfort sheets designed

to have cushion enhancing two-way stretch.

Our sheet sets include pillowcases that also maximize the unique functionality of our pillows.

and Duvet Covers— The Purple TempBalance Duvet insulates yet breathes to deliver an ideal body temperature, all year long.

Purple PerfectStay Duvet cover offers a unique patent-pending lay-and-zip design that solves the problem of inserting the duvet into

the cover, and ensures the duvet stays put within the cover without ties, pins, or bulky attachments.

Protector —Like our sheets, our mattress protector is designed to optimize the functionality of our Hyper-Elastic Polymer

technology in our mattress.

Our mattress protector is stretchy and breathable.

Our protector is also stain-resistant and machine-washable, making it

easy to clean.

Bases —The Purple ® Ascent™

Adjustable Base, Purple ® Foundation, and the Purple Platform Bed have been designed to meet the needs of our customers.

Our Purple ® Ascent™ Adjustable Base complements our mattresses by adding electrically powered functions, such

as adjustable head and foot positions, zero-gravity preset for a near weightless feel, a “sitting” preset, under-bed

lighting and a remote with cradle that provides additional USB ports for device charging.

Our Purple ® Foundation is

easy to ship and assemble, with no tools required.

The bases’ supports are made of high-density polyethylene, so they don’t

creak or make noise like wood supports.

Plus, the joints of the Purple Foundation are reinforced with nylon buffers to help prevent

Our Purple Platform Bed is designed specifically for all current Purple bed sizes and offers a high quality, simpler alternative

to our more premium offerings.

Constructed from lightweight steel, the Purple Platform Bed provides optimal support and prevents

the mattress from sagging.

Our protector is also stain-resistant and machine-washable,

making it easy to clean.

Bases —Our bases have been designed to pair with our mattresses and meet the needs of our customers.

Our Purple Ascent Adjustable Base complements our mattresses by adding electrically powered functions, such as adjustable head and foot positions, zero-gravity preset for a near weightless feel, a “sitting” preset, under-bed lighting and a remote with cradle that provides additional USB ports for device charging.

Our Purple Bed Frame is easy to ship and assemble, with no tools required.

It has the look of a stylish upholstered bed frame.

The supports are made of high-density polyethylene, so they don’t creak or make noise like wood supports.

Plus, the joints of the Purple Bed Frame are reinforced with nylon buffers to help prevent squeaking.

Our Purple Platform Bed Frame is designed specifically for all current Purple bed sizes and offers a high quality, simpler alternative to our more premium offerings.

Constructed from lightweight steel, the Purple Platform Bed provides optimal support and prevents the mattress from sagging.

Beginning in 2023, we plan to introduce the Purple Premium and Purple Premium Plus smart bases, a new line of smart adjustable bases that are designed to pair with the new mattresses for the ideal Purple sleep experience.

Cushions —The evolution of our portfolio of seat cushions has resulted from decades of in-house manufacturing experience

including development of proprietary machines and trade secrets, extending the benefits of our Hyper-Elastic Polymer and Purple Grid

technologies.

Purple currently sells six types of seat cushions and one back cushion, all in varying sizes and shapes to meet the

needs of our customers.

is key to our unique position within the comfort industry.

With our proprietary Hyper-Elastic Polymer material used in the Purple Grid,

we have introduced the first major innovation to the mattress category in decades.

Mattresses from our competitors are typically manufactured

using one or more layers of springs, standard polyurethane foam, memory foam, air chambers or latex foam.

These technologies have existed

for decades and are undifferentiated from competitors within their product type.

Purple innovation team, through their scientific journey to get to the root causes of pressure sores, designed the Hyper-Elastic Polymer material,

Purple Grid structure, and other proprietary comfort technologies in order to improve the lives of “every body.” Each different

cushioning product line requires unique molding techniques.

Hyper-Elastic Polymer material is non-toxic and hypoallergenic.

This proprietary material is also durable and will not develop

body impressions (compression set) from use over time.

It is elastic and can stretch up to 15 times its original size and return without

losing its shape.

It sleeps and sits temperature-neutral and has good ventilation to inhibit moisture build-up.

Purple Grid structure made with Hyper-Elastic Polymer material is both soft and supportive.

While the columns in this structure provide

support where it is needed, they also buckle where it is needed to reduce pressure by allowing shoulders and hips to sink into the cushion

with reduced force pushing back on those areas of the body unlike other cushion technologies.

The soft and flexible columns also return

to their original position as forces lessen and are capable of immediately providing support.

designed, developed and built, our Mattress Max machines are the only machines able to mold our Hyper-Elastic Polymer material into

including development of proprietary machines and trade secrets, extending the benefits of our Hyper-Elastic Polymer technology.

currently sells four types of seat cushions and one back cushion, all in varying sizes and shapes to meet the needs of our customers.

Technology is key to our unique

position within the sleep products industry.

The introduction of our proprietary Hyper-Elastic Polymer material is the first major innovation

to the consumer mattress category in decades.

Mattresses from our competitors are typically manufactured using one or more layers of springs,

standard polyurethane foam, memory foam, air chambers or latex foam.

These technologies have existed for decades and are undifferentiated

from competitors within their product type.

Proprietary Technologies

The Purple innovation team,

through their scientific journey to get to the root causes of pressure sores, designed the Hyper-Elastic Polymer material and other

proprietary comfort technologies in order to improve the lives of “every body.” Each different cushioning product line requires

unique molding techniques.

Our Hyper-Elastic Polymer material

is non-toxic and hypoallergenic.

This proprietary material is also durable and will not develop body impressions (compression set)

from use over time.

It is elastic and can stretch up to 15 times its original size and return without losing its shape.

It sleeps and

sits temperature-neutral and has good ventilation to inhibit moisture build-up.

Our Hyper-Elastic Polymer

material is both soft and supportive.

While the columns in this structure provide support where it is needed, they also buckle where it

is needed to reduce pressure by allowing shoulders and hips to sink into the cushion with reduced force pushing back on those areas of

the body unlike other cushion technologies.

The soft and flexible columns also return to their original position as forces lessen and

are capable of immediately providing support.

Proprietary Machinery

Internally designed, developed

and built, our patented and proprietary molding machines are the only machines able to mold our Hyper-Elastic Polymer material into

large-format king-sized mattresses at scale.

We have modified other molding machines to manufacture additional products containing Hyper-Elastic

Polymer material, such as pillows and seat cushions.

The process of molding our Hyper-Elastic Polymer material using our Mattress

Max machinery is proprietary, patent-protected and complex, requiring specific knowledge and expertise to successfully execute manufacturing.

We have vertically integrated with our own machine shop with mechanics and engineers at each of our factories to maintain our machines

and other equipment.

Furthermore, we have extensive in-house fabrication capabilities, which enable us to design, manufacture, install

and maintain new equipment as well as optimize the performance and efficiency of our existing machinery based on real-time insights gained

from our vertically integrated operations.

Polymer material.

We also acquired in the Intellibed acquisition the patented manufacturing machine and process we owned that had

been licensed by our founders, preventing others from obtaining access to that technology.

The process of molding our Hyper-Elastic Polymer material

using our molding machinery is proprietary, patent-protected and complex, requiring specific knowledge and expertise to successfully execute

manufacturing.

We have vertically integrated with our own machine shop with mechanics and engineers at each of our factories to maintain

our machines and other equipment.

Furthermore, we have extensive in-house fabrication capabilities, which enable us to design, manufacture,

install and maintain new equipment as well as optimize the performance and efficiency of our existing machinery based on real-time insights

gained from our vertically integrated operations.

We have developed a brand that resonates with consumers.

7 unchanged sentences

achieved through our marketing campaigns has been key to rapidly building our branding and awareness.

Sales Channels

Historically, the majority of our sales have been through our e-commerce

however, we are growing our Purple retail showrooms, and expanding our wholesale channel distribution.

Direct-to-Consumer

E-commerce is a primary distribution

channel and a critical hub for consumer engagement and education.

We have benefitted from the rapid growth of the direct-to-consumer mattress

industry in addition to our differentiated product offering and unique marketing campaigns.

Consumer willingness to buy sleep products

online continues to grow as consumer confidence in online shopping continues to increase.

We sell directly to consumers through our website

and our growing customer contact center.

We help customers easily engage in relevant content, research our solutions, transact online

and find support.

We believe our online experience expands our brand and connections with consumers, enabling deeper awareness, engagement

and brand loyalty.

We believe our 100-night trial along with free shipping and free returns provides confidence to consumers in buying

We operate 30 Purple retail showrooms in cities across the United States

where consumers can experience our brand, learn and engage with our technology and purchase our products.

We plan to continue expanding

our showroom footprint across the United States.

We plan to launch our elevated

brand positioning with a gradual transition in our wholesale partners’ stores during the period of May 2023 through July 2023 with

a hard conversion in our owned retails stores and online occurring on May 15, 2023 as we build our premium brand position to grow market

share of the premium mattress category during the second half of 2023.

Our Sales Channels

We sell our products via Purple.com,

online marketplaces (e.g., Amazon), our Purple owned retail showrooms, and wholesale retailers.

Direct-to-Consumer Channel

Our e-commerce distribution

channel is a critical hub for consumer education and consumer engagement, as well as conversion.

We have benefitted from the rapid growth

of the direct-to-consumer channel in the sleep product industry in addition to our differentiated product offering and unique marketing

We sell directly to consumers through our website, our customer contact center and online marketplaces.

With our website and

customer contact center, we help customers easily engage in relevant content, research our solutions, transact online or via our customer

contact center, or find the nearest retailer.

We believe our online experience expands our brand and connections with consumers, enabling

deeper awareness, engagement and brand loyalty.

We believe our 100-night trial, ten-year warranty, attractive financing options, strong

customer testimonials and excellent service provide confidence to consumers in buying a mattress.

We operate 55 Purple owned

retail showrooms across the United States where consumers can experience our brand, learn and engage with our technology and purchase

our products.

We plan to continue expanding our showroom footprint across the United States.

Wholesale Channel

We sell our assortment of

products through brick-and-mortar wholesale partners.

We began selling mattresses and other sleep products through our largest wholesale

partner, Mattress Firm, in November 2017 and have continued to expand the number of wholesale partners where our mattresses and other

sleep products are sold.

We now sell mattresses through Ashley Furniture, Big Sandy, City Furniture, Furniture Row, HOM Furniture, Macy’s,

Mathis Brothers, Mattress Firm, Raymour& Flanigan, Rooms To Go, Sleep County Canada and Steinhafels, among others.

We typically have

three to four mattress models on the floor.

Sales associates have been trained and we believe are effective in educating consumers regarding

our unique benefits as well as shifting the mix upward to our more premium and higher-margin mattresses.

We expect to continue expanding

brick-and-mortar wholesale partners to give our customers the opportunity to feel the difference of the Purple Grid for themselves.

Supply Chain and Manufacturing

operate factories in Alpine, Utah, Grantsville, Utah and McDonough, Georgia, which manufacture and distribute Purple products.

two factories in Utah have a total of 667,000 square-feet, including approximately 574,000 square-feet at our Grantsville factory and

another 93,000 square-feet at our Alpine factory.

Our factory in McDonough, Georgia opened in March 2021 and provides 844,000 square-feet

to service our customers on the east coast.

At these factories we manufacture our proprietary Hyper-Elastic Polymer and Purple Grid cushioning

used in our mattress, pillow and seat cushion products.

We also assemble, package and ship our products from these facilities.

We continually

improve our manufacturing processes and create efficiencies in production through new equipment and process designs and resources.

believe these factories will provide ample room to accommodate our future growth and expansion plans for the near term.

outsource and resell other products, including adjustable bases, platform bases, sheets, mattress protectors, blankets and duvets.

products are either designed in-house or in partnership and are unique to Purple.

have relationships with multiple suppliers for our outsourced products and components.

These suppliers may be interchanged in order to

maintain quality, cost and delivery expectations.

Environmental

and Governmental Regulation

We are subject to numerous federal, state, local and foreign consumer

protection and other laws and regulations applicable to the sleep product industry.

These laws and regulations vary among the states and

countries in which we do and intend to do business.

For example, in the United States, we are subject to regulations promulgated by the

Environmental Protection Agency, the Occupational Safety and Health Administration and other federal agencies that restrict the generation,

emission, treatment, storage and disposal of materials, substances and waste.

We are also subject to laws such as the Toxic Substances

Control Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act and the Comprehensive

Environmental Response, Compensation and Liability Act.

Our mattress products are also subject to fire-retardant standards developed by

the State of California, U.S.

Consumer Product Safety Commission and other jurisdictions where we sell these products.

As a retailer of sleep and cushioning products, we are also subject

to laws and regulations applicable to retailers generally, including those regulations governing the marketing and sale of our products

and the operation of our e-commerce activities.

We are also subject to import and export laws and regulations to the extent our products

and their component parts cross international boundaries.

Many of these laws and regulations are consumer-focused and pertain to safety,

truth-in-advertising, promotional offers, privacy, “do not call/mail” requirements, warranty disclosure, delivery timing requirements

and similar requirements.

It is our policy and practice to comply with all applicable domestic

and foreign laws and regulations.

We have made and will continue to make capital and other expenditures necessary to comply with these

laws and regulations.

products through brick-and-mortar and online wholesale partners.

We began selling mattresses and other sleep products through our largest

wholesale partner, Mattress Firm, in November 2017 and have continued to expand the number of wholesale partners where our mattresses

and other sleep products are sold.

We now sell mattresses through Ashley Furniture, Big Sandy, City Furniture, Furniture Row, HOM Furniture,

Macy’s, Mathis Brothers, Mattress Firm, Raymour & Flanigan, Rooms To Go, Sleep County Canada and Steinhafels, among others.

We typically have four to five mattress models on the floor.

Sales associates have been trained and we believe are effective in educating

consumers regarding our unique benefits as well as shifting the mix upward to our more premium and higher-margin mattresses.

to grow our placements with wholesale partners to give our customers the opportunity to feel the difference of our Hyper-Elastic Polymer

technology for themselves.

Factories, Supply Chain and Manufacturing

We operate factories in Grantsville,

Utah, Salt Lake City, Utah and McDonough, Georgia, which manufacture Purple products.

Our factory in Grantsville has approximately

574,000 square-feet and our factory in McDonough, Georgia, which opened to service our customers on the east coast, provides another 844,000

At these factories we manufacture our proprietary Hyper-Elastic Polymer cushioning used in our mattress, pillow and seat

cushion products.

We also assemble, package and ship our products from these two facilities.

Our facility in Salt Lake City was acquired

as part of the Intellibed acquisition and has approximately 67,000 square feet.

This facility manufactures our proprietary Hyper-Elastic

Polymer for assembly in our luxury mattresses.

We continually improve our manufacturing processes and create efficiencies in production

through new equipment and process designs and resources.

We believe these factories will provide ample room to accommodate our future

growth and expansion plans for the near term.

We have a number of contract

manufacturers who assemble mattresses and have established a network of third-party logistics providers to help with order fulfillment

across the United States to minimize delivery times and provide white glove service.

We outsource and resell other

products, including adjustable bases, platform bases, sheets, mattress protectors, blankets and duvets.

These products are either designed

in-house or in partnership and are unique to Purple.

We have relationships with

multiple suppliers for our outsourced products and components.

These suppliers may be interchanged in order to maintain quality, cost

and delivery expectations.

Environmental and Governmental Regulation

We are subject to numerous

federal, state, local and foreign consumer protection and other laws and regulations applicable to the sleep product industry.

laws and regulations vary among the states and countries in which we do and intend to do business.

For example, in the United States,

we are subject to regulations promulgated by the U.S.

Environmental Protection Agency, the Occupational Safety and Health Administration

and other federal agencies that restrict the generation, emission, treatment, storage and disposal of materials, substances and waste.

We are also subject to laws such as the Toxic Substances Control Act, the Resource Conservation and Recovery Act, the Clean Air Act,

the Clean Water Act, the Safe Drinking Water Act and the Comprehensive Environmental Response, Compensation and Liability Act.

products are also subject to fire-retardant standards developed by the State of California, U.S.

Consumer Product Safety Commission and

other jurisdictions where we sell these products.

As a retailer of sleep and

cushioning products, we are also subject to laws and regulations applicable to retailers generally, including those regulations governing

the marketing and sale of our products and the operation of our e-commerce activities.

We are also subject to import and export laws

and regulations to the extent our products and their component parts cross international boundaries.

Many of these laws and regulations

are consumer-focused and pertain to safety, truth-in-advertising, promotional offers, privacy, “do not call/mail” requirements,

warranty disclosure, delivery timing requirements and similar requirements.

It is our policy and practice

to comply with all applicable domestic and foreign laws and regulations.

We have made and will continue to make capital and other expenditures

necessary to comply with these laws and regulations.

These expenditures have been immaterial to our financial results.

We have not suffered a material adverse effect

from non-compliance with federal, state, local or foreign legislation, but there can be no assurance that material costs or liabilities

will not be incurred in connection with such legislation in the future.

and Development

research and development teams are focused on developing new comfort technologies, manufacturing machines, and improving production processes,

as well as developing products.

We have an extensive history of innovation that is core to our culture and key to our continued success.

Our inventions have culminated over years of persistent research and development.

We intend to continue to develop and introduce new

comfort technologies and products to improve how people live.

Our vertical integration is a key differentiator that enhances the effectiveness

of our research and development capabilities.

By gaining real-time feedback, we can integrate these insights into our manufacturing process,

digital marketing, products and equipment.

We have not suffered

a material adverse effect from non-compliance with federal, state, local or foreign legislation, but there can be no assurance that material

costs or liabilities will not be incurred in connection with such legislation in the future.

Research and Development

In May 2022, we appointed

our first ever Chief Innovation Officer.

Our research and development teams are focused primarily on developing new comfort technologies

and products.

We have recently announced our three mattress collections including our new line of luxury mattresses.

We have an extensive

history of innovation that is core to our culture and key to our continued success.

Our inventions have culminated over years of persistent

research and development.

We intend to continue to develop and introduce new comfort technologies and products to improve how people live.

Our vertical integration is a key differentiator that enhances the effectiveness of our research and development capabilities.

real-time feedback, we can integrate these insights into our manufacturing process, digital marketing, products and equipment.

to facilitate further innovation and development, we have recently leased a facility that will serve as our new innovation center and

will replace the older and remote facility we previously had in Alpine, Utah.

This new facility is located in Draper, Utah, close to our

headquarters and comprises approximately 61,000 square feet.

It is expected that we will occupy the building in June of 2023.

Intellectual Property

We rely on patent and trademark

5 unchanged sentences

Our intellectual property portfolio is integral

to our continued success in this industry, with respect to our Hyper-Elastic Polymer and Purple Grid material as well as our Mattress

Max machines.

to our continued success in this industry, with respect to our Hyper-Elastic Polymer material as well as our molding processes and machines.

We own or have the exclusive

7 unchanged sentences

EquaGel ® (for cushions), and Purple ® , No Pressure ® , Hyper-Elastic Polymer ® ,

Somnigel ® , and Gel Matrix ® (for plasticized elastomeric gel and certain types of products including

mattresses, seat cushions, bed linen, mattress foundation and others).

Additional registered trademarks include Purple Grid ® ,

The Purple Mattress ® , Purple Hybrid ® , and Purple Hybrid Premier ® .

Applications are pending

for registration of additional trademarks and some of these listed trademarks for additional classes of goods both in the U.S.

Somnigel ® , Gel Matrix ® , Matrix ® , Gelee ® , Ascent ® , Softstretch ® ,

Purple Powerbase ® , Sleep Genius ® , Firm and Soft ® , Intellipillow ® , and Intellibed ®

(for plasticized elastomeric gel and certain types of products including mattresses, seat cushions, bed linen, mattress foundation and

Additional registered trademarks include, but are not limited to, Purple Grid ® , Reinventing Comfort ® ,

Comfort Reinvented ® , TwinCloud ® , Purple Cloud ® , Purple Pillow ® , The Purple

Mattress ® , Purple Hybrid ® , Purple Hybrid Premier ® , The Purple Mattress ® , The

Purple Plus ® , Gelflex ® and registration of the color purple as a trademark (for mattresses, pillows,

and seat cushions).

Applications are pending for registration of additional trademarks and some of these listed trademarks for additional

classes of goods both in the U.S.

and internationally.

Our Purple, No Pressure and Hyper-Elastic Polymer trademarks are also registered and have applications pending for various classes of

goods in numerous foreign jurisdictions, some of which include Australia, Canada, China, Europe, United Kingdom, Japan and Korea.

international trademark applications previously resided with EdiZONE, LLC, which is an entity owned by our founders and were licensed

to Purple LLC, and we have taken the necessary steps to have those trademarks assigned to Purple LLC upon registration.

also have a number of common law trademarks, including Harmony™, Purple Harmony Pillow™, Harmony Pillow™, Purple +™,

Purple Plus™, Find Comfort™, Dreams On Dreams™, Reinventing Sleep™, Reinventing Comfort™, Gelflex™,

Ascent™, Purple Ascent™, Comfort Reinvented™, Softstretch™, Purple Powerbase™, Purple Powerbase Premier™,

Our Purple, No Pressure and Hyper-Elastic Polymer trademarks are also registered

and have applications pending for various classes of goods in numerous foreign jurisdictions, some of which include Australia, Canada,

China, Europe, United Kingdom, Japan and Korea.

Certain international trademark applications previously resided with EdiZONE, LLC, which

is an entity owned by our founders and were licensed to Purple LLC, and we have taken the necessary steps to have those trademarks assigned

to Purple LLC upon registration.

We also have a number of common

law trademarks, including Sleep Purple, Live Better Ô , New Day Ô ,

Restore Ô , RestorePlus Ô , RestorePremier Ô ,

Rejuvenate Ô , RejuvenatePlus Ô, RejuvenatePremier Ô ,

Perfectstay™, TempBalance™, Success Happens Overnight™, Overnight Success™, Harmony™, Purple Harmony Pillow™,

Harmony Pillow™, Purple +™, Purple Plus™, +™, Find Comfort™, Dreams On Dreams™, Reinventing Sleep™,

Gelflex Grid™, Gelflex Grid Plus™, Purple Ascent™, ™, Purple Squishy™, Purple Powerbase Premier™,

Purple Powerbase Plus™, Purple Glove™, Eidertech™, Mattress Max™, WonderGel Original™, WonderGel Extreme™,

DoubleGel™, DoubleGel Plus™, DoubleGel Ultra™, Roll n’ Go™, Fold N’ Go™, Purple Bed™,

Purple Top™, Purple Pillow™, Portable Purple™, Everywhere Purple™, Simply Purple™, Lite Purple™,

Royal Purple™, Double Purple™, Deep Purple™, Ultimate Purple™, Purple Back™, EquaGel Straight Comfort™,

Purple Top™, Purple Pillow™, Portable Purple™, Everywhere Purple™, Simply Purple™, Lite Purple™, Royal

Purple™, Double Purple™, Deep Purple™, Ultimate Purple™, Purple Back™, EquaGel Straight Comfort™,

EquaGel General™, EquaGel Protector™, and EquaGel Adjustable™.

of the common law marks have registrations pending with the USPTO and other international jurisdictions.

Solely for convenience, we may

refer to our trademarks in this Annual Report without the ™ or ® symbol, but such

references are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights to our trademarks.

addition, we maintain copyrights, many registered, to past and present versions of purple.com, onpurple.com, equapressure.com, wondergel.com,

marketing content, blogs, logos, graphics, videos and other marketing and promotional materials promoting our products.

protect and enforce our intellectual property rights, including through litigation as necessary.

most valuable asset at Purple is our people and their learned institutional knowledge.

We are mission-driven by our commitment to innovating

real comfort solutions that meaningfully help “every body” feel and live better.

We are a product innovation company at our

In February 2022, we completed

a restructuring of our workforce that was necessitated by a realignment of our cost structure.

As a result of the realignment and restructuring,

we reduced employee headcount by approximately 15% and incurred a restructuring charge of $1.1 million in the first quarter of 2022.

of March 1, 2022, we have approximately 1,800 employees engaged in manufacturing, research and development, general corporate functions

and in Purple retail showrooms.

During 2021, the Company’s

top priority has been to take appropriate actions to protect the health and safety of our employees as a result of the COVID-19 pandemic.

Our current employee population works primarily within our two factories in Utah, our one factory in Georgia and at our headquarters

in Lehi, Utah.

However, throughout the COVID-19 pandemic, employees who were working in office settings have been working from home.

We also identified new ways to work safely and effectively in our manufacturing areas by creating additional shifts, regularly cleaning

common areas, wearing face masks and ensuring employees were practicing safe social distancing.

We regularly engage labor contracting

agencies and independent contractors to accelerate our progress and to provide support across various functions within our organization.

We have no collective bargaining agreements with our employees.

and Inclusion

Purple is committed to fostering

an environment that respects and encourages individual differences, diversity of thought, and talent.

We strive to create a workplace

where employees feel that their contributions are welcomed and valued, allowing them to fully engage their talents and training in their

work, while generating personal satisfaction in their roles within the Company.

We hired a Chief People Officer in 2021, who will facilitate

the ways in which Purple can operationalize its commitment to expanding diversity, nurturing the power of difference, and recruiting and

retaining diverse talent.

Purple is driven to innovate

real comfort solutions that help “every body” sleep, feel and live better while we forge real relationships with our customers

and communities.

We believe in the importance of contributing to the communities that we serve, and we are growing the impact of our philanthropic

activities with a purposeful focus on protecting the power of sleep for children and families.

We expanded this year our support of the

Precious Dreams Foundation to help assure the comfort and sleep of children in foster care.

We made product donations to shelters in the

communities in which we live and work, and we supported the sleep of refugee families resettling in the United States.

We are proud to

celebrate student achievement and recognize teacher contributions and to support the local economies in communities that support our workplaces.

our Code of Ethics promotes an environment of integrity by requiring honest, ethical and fair conduct with a focus on conflicts of interest,

compliance, deterrence and internal reporting.

It also requires full, fair and accurate disclosure in public filings and communications.

All employees are required to complete Code of Ethics training periodically.

we believe our culture, along with our internal tools and initiatives, enable us to effectively execute our human capital strategy.

discussion on the risks relating to our inability to attract and retain top-performing talent, please see section titled Risk Factors.

was created by two brothers that set out to revolutionize the comfort space.

One in manufacturing and design, and the other an advanced

aerospace scientist, the brothers embarked on a partnership in the early 1990s to put together a team to develop cushioning solutions

for wheelchairs and medical beds.

They later created what we call the Purple Grid—an elastomeric polymer that can stretch up to

15x its resting size and never lose shape or function.

The Purple Grid has since been used in mattresses, seat cushions and pillows.

In August of 2020, Purple announced

that co-founders Terry and Tony Pearce chose to retire from their positions as Co-Directors of Research & Development of Purple LLC

and as directors on Purple Inc.’s Board of Directors (“Board”).

Today, Purple’s research and development teams

are focused on creating innovative comfort solutions for all facets of life.

Many of the common law marks

have registrations pending with the USPTO and other international jurisdictions.

Solely for convenience, we may refer to our trademarks

in this Annual Report without the ™ or ® symbol, but such references are not intended

to indicate that we will not assert, to the fullest extent under applicable law, our rights to our trademarks.

In addition, we maintain

copyrights, many registered, to past and present versions of purple.com, onpurple.com, equapressure.com, wondergel.com, marketing content,

blogs, logos, graphics, videos and other marketing and promotional materials promoting our products.

We protect and enforce our intellectual property

rights, including through litigation as necessary.

Human Capital

At Purple, our focus is to

have our employees develop personally, work with talented teammates, and contribute to the success of Purple while working in a safe environment

and building an authentic culture.

We strive to deliver on our promise of improving the lives of our customers by knowing that our most

valuable asset at Purple is our people and their learned institutional knowledge.

As of March 20, 2023, we had approximately 1,600 employees engaged

in manufacturing, research and development, general corporate functions, wholesale, ecommerce, and Purple owned retail showrooms.

of showroom growth, this is down approximately 45% from the end of 2021.

With the appointment of our

new Chief People Officer in November 2021, Purple’s People team now operates under the following five pillars that drive our people

Acquire Great Talent, Retain and Develop Great Talent, Build and Strengthen the Foundation of an Exceptional People Experience,

Champion an Authentic Values-Based Culture, and Support and Drive the Path to Premium.

Acquire Great Talent

We believe our people are

critical for our future success.

Therefore, our efforts to acquire great talent begin with inviting the right kind of people to our community.

To support this initiative, we are investing in better recruitment technology to improve our candidate experience.

Retain and Develop Great Talent

In 2022, we created Purple’s

Center of Excellence, a new resource intended to streamline people operations enterprise-wide, resulting in lower wait times for employees

to receive information, resources, and helping to increase the overall efficiency of operations.

We also deployed a newly designed Talent

Management and Succession Planning program in 2022.Through this program, we identified high potential employees that will form our first

mentoring group called the Pinnacle Program, which aims to provide meaningful touchpoints across senior leadership team members and the

future leaders of Purple.

In addition to improving the

employee experience and constructing a mentorship program, we are also focused on delivering competitive, meaningful, and transparent

compensation and benefits to our employees.

Build and Strengthen the Foundation of

an Exceptional People Experience

In July 2022, with the appointment

of our new Chief Operating Officer, our top priority has been to take action to promote the safety of our employees through various safety

We retooled our on-site safety departments and modeled them after Safety, Health, and Environment (“SHE”) requirements.

In addition, we continue to

invest in new technology to improve communication and enhance our human resource information system functionality to support manager and

employee self-service.

Paired with our continued dedication to creating shared experiences for employees to connect and build real relationships

with those they work with, we believe these efforts will result in a more rewarding employee experience.

Champion an Authentic Values-Based Culture

After our cost restructuring

in early 2022, we worked to rebuild our Purple culture.

Through executive support and sponsorship, we hosted an employee-led committee

that created six new values.

Our value roll-out campaign included a roadshow, where all executive senior leadership members as well as

committee members met on-site at our facilities in Utah and Georgia, alongside virtual all-hands meetings for our wholesale and retail

We plan to continue this work in 2023 with events, trainings, and internal branding.

Support and Drive the Path to Premium

In repositioning to a premium

brand, we will rely heavily on our employees to support and drive success.

In 2022, we allocated additional resources to our growing wholesale

and retail teams.

Additionally, with the launch of our new products and wholesale partnerships, we successfully deployed extensive training

for our employees and external partners.

We believe these efforts have equipped our sales channels with the needed expertise to position

our products in the premium category.

Purple was created by two

brothers that set out to revolutionize the comfort space.

One in manufacturing and design, and the other an advanced aerospace scientist,

the brothers embarked on a partnership in the early 1990s to put together a team to develop cushioning solutions for wheelchairs and medical

They later created what we call Hyper-Elastic Polymer —an elastomeric polymer that can stretch up to 15x its resting size

and never lose shape or function.

Our proprietary Hyper-Elastic Polymer technology has since been used in mattresses, seat cushions and

Available Information

Our website address is www.purple.com.

1 unchanged sentence

Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)

of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it

of the Securities Exchange Act of 1934,as amended (the “Exchange Act”) as soon as reasonably practicable after we electronically

file such material with, or furnish it to, the U.S.

Securities and Exchange Commission (“SEC”).

also use our Investor Relations website, investors.purple.com, as a channel of distribution of additional Purple information that may

be deemed material.

Accordingly, investors should monitor this channel, in addition to following our press releases, SEC filings and

public conference calls and webcasts.

We also use our Investor

Relations website, investors.purple.com, as a channel of distribution of additional Purple information that may be deemed material.

investors should monitor this channel, in addition to following our press releases, SEC filings and public conference calls and webcasts.

The contents of our website shall not be deemed to be incorporated herein by reference.

About Our Executive Officers

of the date of this report, our directors and executive officers are as follows:

Chief Executive Officer

Chief Financial Officer and Treasurer

Legal Officer and Secretary

Operating Officer

Retail Officer

Marketing Officer

People Officer

Information About Our Executive Officers

As of the date of this report,

our directors and executive officers are as follows:

Director, Chief Executive Officer

Interim Chief Financial Officer and Treasurer

Chief Legal Officer and Secretary

Chief Operating Officer

Chief Innovation Officer

Chief of Owned Retail Officer

Chief Marketing Officer

Chief People Officer

Executive Officers

DeMartini has

1 unchanged sentence

Prior to joining the Company, Mr.

age 60, served as president and chief executive officer of USA Cycling, Inc., the official U.S.

Olympic & Paralympic Committee governing

body for all disciplines of competitive cycling in the United States, from 2019 until 2021.

He previously served as president and chief

executive officer of New Balance Athletic Shoes (U.K.) Ltd., from 2018 to 2019 and as president and chief executive officer of New Balance

Athletics, Inc.

from 2007 to 2018, each a business unit of New Balance, Inc.

a leading manufacturer and retailer of athletic footwear,

apparel and accessories.

From 1982 through 2007 Mr.

DeMartini held various leadership positions with Procter & Gamble, The Gillette

Company, and Tyson Foods, Inc.

He also currently serves on the boards of Welch’s Foods and Q30 Innovations/Q30 Sports Canada, and

formerly served on the boards of American Functional Fabrics of America, The American Apparel & Footwear Association, and Aloha.

DeMartini received a Bachelor of Science degree in Finance from San Diego State University.

He is well qualified to serve on our Board

due to his extensive operational and management background.

served as our Interim Chief Financial Officer (“CFO”) since August 2021.

Prior to joining

the Company, Mr.

Nussbaum served as the Interim Chief Financial Officer of American Megatrends, Inc.

from 2019 to 2020.

During that period

he also served as Operating Partner of HGGC, LLC from 2017 to 2020.

He also served as Interim CFO at 4over, Inc.

from 2017 to 2018.

2016 to 2017 he was the Chief Financial Officer of American Apparel, LLC.

DeMartini, served as president and chief

executive officer of USA Cycling, Inc., the official U.S.

Olympic & Paralympic Committee governing body for all disciplines of competitive

cycling in the United States, from 2019 until 2021.

He previously served as president and chief executive officer of New Balance Athletic

Shoes (U.K.) Ltd., from 2018 to 2019 and as president and chief executive officer of New Balance Athletics, Inc.

from 2007 to 2018, each

a business unit of New Balance, Inc.

a leading manufacturer and retailer of athletic footwear, apparel and accessories.

From 1982 through

DeMartini held various leadership positions with Procter & Gamble, The Gillette Company, and Tyson Foods, Inc.

He also currently

serves on the boards of Welch’s Foods and Q30 Innovations/Q30 Sports Canada, and formerly served on the boards of Advanced Functional

Fabrics of America, The American Apparel & Footwear Association, and Aloha.

DeMartini received a Bachelor of Science degree in

Finance from San Diego State University.

He is well qualified to serve on our Board due to his extensive operational and management background.

has served as our Interim Chief Financial Officer (“CFO”) since August 2021.

Prior to joining the Company, Mr.

Nussbaum served

as the Interim Chief Financial Officer of American Megatrends, Inc., from 2019 to 2020.

During that period he also served as Operating

Partner of HGGC, LLC, from 2017 to 2020.

He also served as Interim CFO at 4over, Inc., from 2017 to 2018.

From 2016 to 2017 he was the

Chief Financial Officer of American Apparel, LLC.

He currently serves on the advisory board for the W.

Deming Center for Quality, Productivity, and Competitiveness at the Columbia University Graduate School of Business, a position he has

held since 2011.

Nussbaum previously served on the boards of directors of The Collected Group, LLC from 2018 to 2019, Charlotte Russe,

from 2018 to 2019, and BCBGMAXAZRIA, LLC during 2017.

Mr.Nussbaum has extensive leadership and stakeholder management expertise who

has led multibillion-dollar publicly traded and private equity-owned businesses through turnarounds, transitions and accelerated growth.

Nussbaum is a graduate from the Wharton School of Business of the University of Pennsylvania with a BS in Economics and holds an MBA

from Columbia University in New York, NY.

Edwards Deming Center for Quality,

Productivity, and Competitiveness at the Columbia University Graduate School of Business, a position he has held since 2011.

previously served on the boards of directors of The Collected Group, LLC, from 2018 to 2019, Charlotte Russe, Inc., from 2018 to 2019,

and BCBGMAXAZRIA, LLC, during 2017.

Nussbaum has extensive leadership and stakeholder management expertise and has led multibillion-dollar

publicly traded and private equity-owned businesses through turnarounds, transitions and accelerated growth.

Nussbaum is a graduate

of the Wharton School of the University of Pennsylvania with a BS in Economics and holds an MBA from Columbia University in New York,

served as the Chief Legal Officer and General Counsel of Purple LLC since its inception in 2010 as WonderGel, LLC.

3 unchanged sentences

From 2008 until the Business Combination, he also has served as

General Counsel of various technology companies owned by Terry and Tony Pearce, including EdiZONE, LLC, focused on developing advanced

General Counsel of various affiliated technology companies owned by the founders, including EdiZONE, LLC, focused on developing advanced

cushioning technology.

McGarvey has a deep knowledge of the Company’s technologies and intellectual property.

McGarvey has a deep knowledge of the Company and its technologies and intellectual property.

Prior to joining

5 unchanged sentences

a Juris Doctor and an Executive Masters of Business Administration.

Legg has served as the Chief Operating Officer of the Company since January 2019.

Legg brings to the Company over 20 years

of experience in operations and supply chain management in the wholesale, retail and e-commerce/direct-to-consumer sectors.

joining the Company, Mr.

Legg served as a partner in the consulting firm of Claris Retail Solutions Group (“Claris”) from

September 2017 until he joined the Company in January 2019.

Prior to that, he served as Senior Vice President Global Operations for Global

Brands Group, providing strategic direction across all operational areas.

In addition, prior to joining Global Brands Group, Mr.

was the Senior Vice President of Global Logistics and Supply Chain for the Zale Corporation.

From 2009 to 2010, he consulted in

Supply Chain Management for Tory Burch.

From 2007 to 2008, Mr.

Legg served as Senior Vice President Global Distribution and Logistics

for Warnaco, Inc.

Finally, from 1999 to 2007, he worked for Liz Claiborne in the US and in Europe, serving as Vice President International

Distribution.

Legg is a graduate of Northeastern University, in Boston, MA, and holds a BS in Business Administration, Transportation

and Distribution Management.

White III has served as the Chief Retail Officer of the Company since March 2019.

served as the Chief Operating Officer of the Company since June 2022.

Prior to joining the company, Mr.

as the General Manager of Downeast Home since 2016.

From 2014 to 2016, he served as Vice President of Real Estate and Construction for

Hill Country Holdings, then the largest licensee of the Ashley Furniture Homestore concept.

In that role, Mr.

White oversaw all expansion

initiatives for the company including new stores, warehouses, and all construction and maintenance of existing facilities.

Prior to joining

Hill County Holdings, Mr.

White was the Vice President of Real Estate and Strategy at the Larry Miller Group from 2011 to 2014 where

he grew their Fanzz and Pro Stop retail business.

From 2007 to 2011, he managed design and construction projects at Brookfield Properties,

formerly General Growth Properties.

From 2001 to 2007, Mr.

White was the co-founder of LoveSac where he conceived of, deployed, and operated

LoveSac’s direct-to-consumer store strategy as well as new product development.

White holds an MBA from Brigham Young University’s

Marriott School of Management.

served as Chief Marketing Officer of the Company since June 2021.

Prior to joining Purple, Ms.

Varni was the President and Chief Marketing

Officer of Dermstore (a subsidiary of Target Corporation), the leading online retailer of professional skincare, from 2020 to joining

Purple in 2021.

Varni served as the Chief Customer Officer at Corelle Brands from 2017 to 2019 and as the Chief Customer Officer

at Arhaus an omni-channel national premium furniture retailer from 2015 to 2017.

Varni gained deep category experience as Senior

Vice President of Marketing at Tempur Sealy International from 2009 to 2015.

From 2001 to 2009 she served as the Vice President of Ecommerce

and relationship marketing for the Levi’s brand at Levi Strauss & Company.

Earlier in her career, from 1991 through 2001,

Ms.Varni built her marketing and e-commerce capability in various roles at what is now Digitas agency, The Walt Disney Company and Kenwood

Varni holds an MA in English and a BA in European Studies from Loyola Marymount University in Los Angeles.

Roddy IV has served as Chief People Officer of the Company since October 2021.

Roddy brings to the Company over 20 years

of experience in culture transformation, talent development, organization design and change leadership.

Prior to joining the Company,

Roddy served as the Chief People Officer for VASA Fitness since 2018.

Prior to that he was the Chief Human Resources Officer for

SeaWorld Parks and Entertainment from 2016 to 2018.

Haynor spent most of his career

with Ecolab in a variety of end-to-end supply chain roles.

From August 2019 until he joined the Company in June 2022 he served as Sr.

Vice President, Industrial Supply Chain providing strategic direction for eight Industrial business units.

Prior to that he held the role

of Vice President, Global Equipment Operations and Strategy from June 2015 to August 2019.

From August 2009 to June 2015, Mr.

Ecolab’s EMEA Supply Chain Operations and from April 2005 to August 2009 he led Ecolab’s Asia Pacific Supply Chain Operations.

His early career was spent in a variety of developmental supply chain roles.

Haynor is a graduate of Michigan State University and

holds a BS degree in Mechanical Engineering, with honors.

has served as the Chief Innovation Officer of the Company since May 2022.

Hutchings has more than twenty years of experience in strategic

business leadership in innovation, new product introduction and quality assurance.

Prior to joining the Company, Mr.

Hutchings served

as Chief Product Officer at Skullcandy Inc.

since December 2018 and as Vice President of Product from June 2015 to December 2018.

to that from July 2010 to June 2015, Mr.

Hutchings served in various engineering and director roles at HARMAN International Mr.

holds a BS in Computer Engineering from University of Utah.

served as the Chief of Owned Retail Officer of the Company since January 2023.

Prior to joining the Company, Mr.

Kerby served as Vice

President, Head of Stores of Sephora since May 2019, responsible for leading 86 stores throughout Canada.

From March 2018 to January 2019,

he served as the Senior Regional Director of American Eagle where he led American Eagle/Aerie stores in the Midwest U.S.

and Canada with

Prior to joining American Eagle, Mr.

Kerby was with L Brands’ LaSensa from February 2017 to March 2018.

Prior to that,

Kerby was the Vice President, Head of Stores/Store Operations for L Brands’ Victoria’s Secret International from June

2015 to September 2016.

From October 2008 to June 2015, Mr.

Kerby grew from Director to Associate Vice President, Head of Stores for Bath

and Body Works.

Kerby holds a BS from Washington State University’s School of Communications.

served as Chief Marketing Officer since November 2022.

Prior to joining the Company, Ms.

Krausz was Chief Marketing Officer of HealthPlanOne,

a digital health distribution platform from August 2020 to October 2022.

From February 2013 to February 2020, Ms.

Krausz was the

EVP and Chief Marketing Officer, then President, of Nutrisystem.

Prior to Nutrisystem, she held a progression of leadership roles

in consumer marketing at Time Inc.

and the Reader’s Digest Association, Inc.

She serves on the board of the BioBuilder Educational

Past board roles include Second Nature Brands and the Association of National Advertisers.

Krausz attended

Cornell University as an undergraduate and received her MBA from Dartmouth College.

served as Chief People Officer of the Company since October 2021.

Roddy brings to the Company over 20 years of experience in

culture transformation, talent development, organization design and change leadership.

Prior to joining the Company, Mr.

served as the Chief People Officer for VASA Fitness since 2018.

Prior to that he was the Chief Human Resources Officer for SeaWorld Parks

and Entertainment from 2016 to 2018.

From 2012 to 2016, Mr.

Roddy was the Senior Vice President of Human Resources for

Luxottica Group.

Roddy was the Senior Vice President of Human Resources for Luxottica Group.

Prior to joining Luxottica Group, he was the Vice President of Human Resources for Starbucks Corporation from 2004 to 2012.

Roddy holds a master’s degree from Columbia University on Organizational Psychology and a bachelor’s degree

in Organizational Behavior from Brigham Young University – Hawaii.

Roddy holds a master’s degree from Columbia University on Organizational Psychology and a bachelor’s degree in Organizational

Behavior from Brigham Young University – Hawaii.

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 1. Business