Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
PURPLE INNOVATION, INC.
Condensed Consolidated Balance Sheets
(unaudited – in thousands, except for
par value)
March 31,
2026
December 31,
2025
Assets
Current assets:
Cash and cash equivalents
$ 24,955
$ 24,345
Accounts receivable, net
21,143
41,272
Inventories
58,088
59,725
Prepaid expenses
5,829
5,487
Other current assets
5,562
5,891
Total current assets
115,577
136,720
Property and equipment, net
75,833
77,961
Operating lease right-of-use assets
67,085
67,271
Intangible assets, net
6,152
6,346
Other long-term assets
7,340
7,961
Total assets
$ 271,987
$ 296,259
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
$ 41,992
$ 40,312
Accrued compensation
5,913
7,673
Customer prepayments
4,738
5,276
Accrued rebates and allowances
8,573
13,416
Accrued warranty liabilities – current portion
7,498
7,141
Operating lease obligations – current portion
16,902
17,366
Other current liabilities
7,597
10,339
Total current liabilities
93,213
101,523
Related party debt
119,199
111,305
Accrued warranty liabilities, net of current portion
19,981
19,570
Operating lease obligations, net of current portion
74,997
75,616
Warrant liabilities
23,108
16,150
Other long-term liabilities
1,629
1,764
Total liabilities
332,127
325,928
Commitments and contingencies (Note 13)
Stockholders’ equity (deficit):
Class A common stock; $ 0.0001 par value, 210,000 shares authorized; 108,634 issued and outstanding at March 31, 2026 and 108,246 issued and outstanding at December 31, 2025
11
11
Class B common stock; $ 0.0001 par value, 90,000 shares authorized; 163 issued and outstanding at March 31, 2026 and at December 31, 2025
—
—
Additional paid-in capital
595,687
595,582
Accumulated deficit
( 655,821 )
( 625,280 )
Total stockholders’ equity (deficit) attributable to Purple
Innovation, Inc.
( 60,123 )
( 29,687 )
Noncontrolling interest
( 17 )
18
Total stockholders’ equity (deficit)
( 60,140 )
( 29,669 )
Total liabilities and stockholders’
equity (deficit)
$ 271,987
$ 296,259
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
1
PURPLE INNOVATION, INC.
Condensed Consolidated Statements of Operations
(unaudited – in thousands, except per
share amounts)
Three Months Ended
March 31,
2026
2025
Revenues, net
$ 95,730
$ 104,171
Cost of revenues:
Cost of revenues
60,535
62,207
Cost of revenues - restructuring related charges
—
918
Total cost of revenues
60,535
63,125
Gross profit
35,195
41,046
Operating expenses:
Marketing and sales
31,557
36,626
General and administrative
18,033
14,487
Research and development
2,448
2,452
Restructuring, impairment and other related charges
—
1,960
Total operating expenses
52,038
55,525
Operating loss
( 16,843 )
( 14,479 )
Other income (expense):
Interest expense
( 8,219 )
( 4,764 )
Other income, net
1,491
69
Change in fair value – warrant liabilities
( 6,958 )
49
Total other expense, net
( 13,686 )
( 4,646 )
Net loss before income taxes
( 30,529 )
( 19,125 )
Income tax expense
( 47 )
( 41 )
Net loss
( 30,576 )
( 19,166 )
Net loss attributable to noncontrolling interest
( 35 )
( 29 )
Net loss attributable to Purple Innovation, Inc.
$ ( 30,541 )
$ ( 19,137 )
Net loss per share:
Basic
$ ( 0.28 )
$ ( 0.18 )
Diluted
$ ( 0.28 )
$ ( 0.18 )
Weighted average common shares outstanding:
Basic
108,386
107,596
Diluted
108,386
107,596
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
2
PURPLE INNOVATION, INC.
Condensed Consolidated Statements of Stockholders’
Equity (Deficit)
(unaudited – in thousands)
Class A
Class B
Additional
Total
Stockholders’
Equity (Deficit) attributable to Purple
Total
Common Stock
Common Stock
Paid-in
Accumulated
Innovation,
Noncontrolling
Equity
Shares
Par Value
Shares
Par Value
Capital
Deficit
Inc.
Interest
(Deficit)
Balance – December 31, 2025
108,246
$ 11
163
$ —
$ 595,582
$ ( 625,280 )
$ ( 29,687 )
$ 18
$ ( 29,669 )
Net loss
—
—
—
—
—
( 30,541 )
( 30,541 )
( 35 )
( 30,576 )
Stock-based compensation
—
—
—
—
156
—
156
—
156
Issuance of stock under equity compensation plans
388
—
—
—
( 51 )
—
( 51 )
—
( 51 )
Balance – March 31, 2026
108,634
$ 11
163
$ —
$ 595,687
$ ( 655,821 )
$ ( 60,123 )
$ ( 17 )
$ ( 60,140 )
Class A
Class B
Additional
Total
Common Stock
Common Stock
Paid-in
Accumulated
Stockholders’
Noncontrolling
Total
Shares
Par Value
Shares
Par Value
Capital
Deficit
Equity
Interest
Equity
Balance – December 31, 2024
107,545
$ 11
165
$ —
$ 594,053
$ ( 573,866 )
$ 20,198
$ 11
$ 20,209
Net loss
—
—
—
—
—
( 19,137 )
( 19,137 )
( 29 )
( 19,166 )
Stock-based compensation
—
—
—
—
368
—
368
—
368
Issuance of stock under equity compensation plans
410
—
—
—
( 81 )
—
( 81 )
—
( 81 )
Impact of transactions affecting NCI
—
—
—
—
( 8 )
—
( 8 )
8
—
Balance – March 31, 2025
107,955
$ 11
165
$ —
$ 594,332
$ ( 593,003 )
$ 1,340
$ ( 10 )
$ 1,330
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
3
PURPLE INNOVATION, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited – in thousands)
Three Months Ended
March 31,
2026
2025
Cash flows from operating activities:
Net loss
$ ( 30,576 )
$ ( 19,166 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
4,427
5,050
Non-cash interest
3,736
2,120
Paid-in-kind interest
4,504
2,789
Non-cash restructuring, impairment and other related charges
—
635
Loss on disposal of property and equipment
66
88
Change in fair value – warrant liabilities
6,958
( 49 )
Stock-based compensation
156
368
Changes in operating assets and liabilities:
Accounts receivable
20,129
8,669
Inventories
1,637
( 3,314 )
Prepaid expenses and other assets
789
2,229
Operating leases, net
( 897 )
( 848 )
Accounts payable
1,377
( 9,701 )
Accrued compensation
( 1,760 )
( 1,970 )
Customer prepayments
( 538 )
( 2,685 )
Accrued rebates and allowances
( 4,843 )
( 3,854 )
Accrued warranty liabilities
768
( 487 )
Other accrued liabilities
( 2,944 )
( 2,944 )
Net cash provided by (used in) operating activities
2,989
( 23,070 )
Cash flows from investing activities:
Sale of property and equipment
—
258
Purchase of property and equipment
( 1,612 )
( 2,241 )
Investment in intangible assets
( 421 )
( 161 )
Net cash used in investing activities
( 2,033 )
( 2,144 )
Cash flows from financing activities:
Proceeds from related party loan
—
19,000
Payments for debt issuance costs
( 346 )
( 1,170 )
Net cash provided by (used in) financing activities
( 346 )
17,830
Net increase (decrease) in cash and cash equivalents
610
( 7,384 )
Cash and cash equivalents, beginning of the period
24,345
29,011
Cash and cash equivalents, end of the period
$ 24,955
$ 21,627
Supplemental disclosures of cash flow information:
Cash paid during the period for interest, net of amounts capitalized
$ 20
$ 39
Cash paid during the period for income taxes
$ 19
$ 28
Supplemental schedule of non-cash investing and financing activities:
Property and equipment included in accounts payable
$ 519
$ 459
Warrants issued
$ —
$ 5,396
Amendment fee added to principal of loan
$ 1,286
$ 978
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
4
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Organization
The mission of Purple Innovation,
Inc. (the “Company” or “Purple Inc.”) is to deliver the greatest sleep ever invented.
The Company, collectively with its subsidiary Purple Innovation, LLC
(“Purple LLC”) is an omni-channel business that began as a digitally-native vertical brand founded on comfort product innovation
with premium offerings, and have since expanded into brick & mortar stores as a true omni-channel brand. The Company offers a variety
of innovative, branded and premium comfort products, including mattresses, pillows, cushions, bases, sheets and other products. The Company
markets and sells its products through its direct-to-consumer e-commerce channels, retail brick-and-mortar wholesale partners, Purple
showrooms, and third-party online retailers.
The Company was incorporated
in Delaware on May 19, 2015 , as a special purpose acquisition company under the name of Global Partnership Acquisition Corp (“GPAC”).
On February 2, 2018, the Company consummated a transaction structured similar to a reverse recapitalization (the “Business Combination”)
pursuant to which the Company acquired a portion of the equity of Purple LLC. At the closing of the Business Combination (the “Closing”),
the Company became the sole managing member of Purple LLC, and GPAC was renamed Purple Innovation, Inc.
As the sole managing member
of Purple LLC, Purple Inc. through its officers and directors is responsible for all operational and administrative decision making and
control of the day-to-day business affairs of Purple LLC without the approval of any other member.
2. Summary of Significant Accounting Policies
Basis of Presentation
and Principles of Consolidation
The unaudited condensed consolidated
financial statements include the accounts of Purple Inc., its controlled subsidiary Purple LLC, and Purple LLC’s wholly owned subsidiary
Advanced Comfort Technologies, Inc., dba Intellibed (“Intellibed”). All intercompany balances and transactions have been eliminated
in consolidation. As of March 31, 2026, Purple Inc. held 99.85 % of the common units of Purple LLC and Purple LLC Class B Unit holders
held 0.15 % of the common units in Purple LLC.
The accompanying unaudited
condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United
States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding
interim financial reporting and reflect the financial position, results of operations and cash flows of the Company. Certain information
and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant
to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with
the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2025. The unaudited condensed consolidated financial statements were prepared on the same basis as the
audited consolidated financial statements and, in the opinion of management, reflect all adjustments (all of which were considered of
normal recurring nature) considered necessary to present fairly the Company’s financial results. The results of the three months
ended March 31, 2026 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2026 or for
any other interim period or other future year.
Liquidity and Going Concern
The accompanying financial
statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets
and liabilities and commitments in the normal course of business. In connection with the preparation of the unaudited condensed consolidated
financial statements for the three months ended March 31, 2026, the Company conducted an evaluation as to whether there were conditions
and events, considered in the aggregate, which raised substantial doubt as to its ability to continue as a going concern within one year
after the date of the issuance of such financial statements.
5
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company had cash and
cash equivalents of approximately $ 25.0 million and an accumulated deficit of $ 655.8 million at March 31, 2026. The Company
had a net loss of $ 30.5 million and net cash provided by operating activities and used in investing activities was $ 3.0 million
and $ 2.0 million, respectively, for the three months ended March 31, 2026. The Company has a history of recurring net losses and cash
used in operations, an accumulated deficit, and requiring additional capital to fund its operations.
The funds the Company has on
hand and any follow-on capital, if needed, will be used to fund its operations and invest in the business to expand sales and marketing
efforts, as well as to invest in innovation. As described below, management has implemented plans to both increase its revenues from the
sales of its products and to achieve cost savings within the next year, sufficient to generate positive operating cash flow levels. However,
the Company may be adversely impacted by uncertain market conditions and there can be no assurance that the Company will be successful
in this regard. If such plans are not successful, the Company may need to raise additional capital in order to support operations and
business initiatives. Access to additional capital is uncertain and not within the control of the Company. Accordingly, there is substantial
doubt about the Company’s ability to continue as a going concern.
The Company has taken a number
of actions to increase cash flow and support its operations and strategies. In August 2024, the Company implemented the Restructuring
Plan (as defined below) to consolidate manufacturing operations resulting in cost savings. The Company has realized and plans to continue
to realize direct material cost savings by concentrating efforts on driving gross margin improvement through various methods such as selective
pricing actions, continued mix shift towards the Restore and Rejuvenate collections, and by driving cost savings through supply chain
initiatives and manufacturing efficiency. The Company has delivered direct material cost savings from its supplier diversification efforts,
improved scrap and yield results from continuous improvements, and outbound freight costs reflect cost improvements along with improved
delivery reliability. The Company has been successful in subleasing the two manufacturing facilities that were vacated as part of the
Restructuring Plan. The Company has also taken additional cost-saving initiatives in 2025 and the beginning of 2026 to reduce headcount
and streamline responsibilities and reporting structure. Further, management’s plans include additional actions intended to improve
liquidity and reduce costs, including a planned optimization of advertising spend, limiting the number of new store openings, efforts
to mitigate tariff impacts by managing the country of origin, and other cost-saving initiatives. As disclosed in Note 10 - Debt,
the Company has elected to have interest paid-in-kind and added to the principal amount of the loans under the Amended and Restated Credit
Agreement and on March 24, 2026, the Company executed the Third Amendment to the Amended and Restated Credit Agreement (the “Third
Amendment”) with the Lenders to extend the maturity date of the Amended and Restated Credit Agreement from December 31, 2026 to
April 30, 2027. The Company is currently evaluating potential strategic alternatives and opportunities to achieve additional liquidity
through one or more future debt refinancings.
Additionally,
in May 2025, the Company entered into an agreement with Mattress Firm, Inc. (“Mattress Firm”), a business unit of Somnigroup
International, Inc. (“SGI”) to expand its inventory of the Company’s products across SGI’s national store network
from approximately 5,000 mattress slots to a minimum of 12,000 mattress slots (see Note 13 — Commitments and Contingencies,
SGI Commercial Arrangements). The Company is now represented in Mattress Firm’s full store network and with the recent launch
of Purple Royale, the exclusive Luxe product for Mattress Firm, the Company has expanded to all 12,000 committed slots. The Company has
also expanded into more Costco clubs in the fourth quarter of 2025.
The
consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.
Revenue Recognition
– Consideration Payable to Customers
There have been no material
changes to the Company’s revenue recognition policies as described in the Company’s Annual Report on Form 10-K, except for
the following application of accounting guidance to certain arrangements with third-party manufacturers.
The Company enters into arrangements
with third-party manufacturers, including manufacturers under common control with certain customers, to produce mattress products sold
to those customers. The Company evaluates these arrangements to determine whether payments to such manufacturers represent consideration
payable to a customer or payments for goods or services received, in accordance with ASC 606— Revenue from Contracts with Customers.
For certain customer-specific or exclusive product arrangements, the Company has concluded that payments to a manufacturer under common
control with a customer are economically linked to the underlying customer arrangement and represent consideration payable to that customer.
Accordingly, revenue for these arrangements is presented net of payments made to the third-party manufacturers.
6
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Variable Interest
Entities
Purple LLC is a variable interest
entity. The Company determined that it is the primary beneficiary of Purple LLC as it is the sole managing member and has the power to
direct the activities most significant to Purple LLC’s economic performance as well as the obligation to absorb losses and receive
benefits that are potentially significant. At March 31, 2026, Purple Inc. had a 99.85 % economic interest in Purple LLC and consolidated
100 % of Purple LLC’s assets, liabilities and results of operations in the Company’s unaudited condensed consolidated financial
statements contained herein. The holders of Class B Units of Purple LLC (“Class B Units”) held 0.15 % of the economic interest
in Purple LLC as of March 31, 2026. For further discussion see Note 15 — Stockholders’ Equity .
Use of Estimates
The preparation of the unaudited
condensed consolidated financial statements in conformity with GAAP requires the Company to establish accounting policies and to make
estimates and judgments that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities as of
the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting
period. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results
of which form the basis for making judgments about the carrying values of assets and liabilities. The Company regularly makes estimates
and assumptions including, but not limited to, estimates that affect revenue recognition, accounts receivable and the allowance for credit
losses, valuation of inventories, sales returns, warranty returns, impairment reviews of long-lived assets and definite-lived intangible
assets, warrant liabilities, stock based compensation, the recognition and measurement of loss contingencies, the recognition and measurement
of restructuring and related charges, estimates of current and deferred income taxes, deferred income tax valuation allowances, and amounts
associated with the Company’s tax receivable agreement with InnoHold, LLC (“InnoHold”). Predicting future events is
inherently an imprecise activity and, as such, requires the use of judgment. Actual results could differ materially from those estimates.
Segment Information
The
Company operates in one operating segment. This is consistent with the organizational structure and internal reporting evaluated regularly
by the Company’s Chief Executive Officer who is our chief operating decision maker (“CODM”) when making operational
decisions and allocating resources. For additional information regarding the Company’s segment reporting, refer to Note 20 –
Segment Information and Concentrations .
Recent Accounting Pronouncements
Expense
Disaggregation Disclosures
In November 2024, the FASB
issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):
Disaggregation of Income Statement Expenses, which requires disclosure of certain costs and expenses on an interim and annual basis in
the notes to the consolidated financial statements. The prescribed cost and expense categories requiring disaggregated disclosures
include purchases of inventory, employee compensation, depreciation and intangible asset amortization, along with certain other expense
disclosures already required by GAAP that would need to be integrated within the new tabular disaggregated expense disclosures. Additionally,
the amendments also require the disclosure of total selling expenses and an entity’s definition of those expenses. The guidance
is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning
after December 15, 2027. Early adoption is permitted. The guidance is to be applied either (1) prospectively to financial statements
issued for reporting periods after the effective date or (2) retrospectively to any or all prior periods presented in the financial statements. The
Company is currently evaluating the potential impact this update will have on its expense disclosures in the notes to the consolidated
financial statements.
7
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Accounting for Internal-Use
Software
In September 2025, the FASB
issued ASU No. 2025-06, “Intangible - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the
Accounting for Internal-Use Software.” The ASU removes all references to prescriptive and sequential software development
stages. The ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software
project, and it is probable that the project will be completed and the software will be used for its intended purpose. The amendments
in this ASU are effective for fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating
the impact this update will have on its consolidated financial statements and related disclosures.
Accounting for Government
Grants Received by Business Entities
In December 2025, the FASB
issued ASU 2025-10, “Accounting for Government Grants Received by Business Entities,” to establish guidance on the recognition,
measurement, and presentation of government grants received by business entities. This guidance is effective for annual periods beginning
after December 15, 2028. Early adoption is permitted. The Company does not expect the adoption of this to have a significant impact on
its consolidated financial statements.
3. Restructuring, Impairment and Other Related
Charges
In August 2024, the Company
initiated a restructuring plan to strategically realign the Company’s focus on the achievement of operational efficiencies
that are expected to improve profitability and provide for reinvesting in technology and marketing initiatives (the “Restructuring
Plan”). The Company’s Restructuring Plan includes the permanent closure of its Grantsville and Salt Lake City, Utah
manufacturing facilities to consolidate mattress production in its Georgia plant, and a headcount reduction at the Company’s Utah
headquarters to drive additional operating efficiencies. The consolidation into the Georgia facility was finalized in December 2024 and
the closure of the two Utah manufacturing facilities was completed in May 2025. The reduction in workforce at the Utah headquarters was
completed in August 2024. All restructuring activities were completed in the third quarter of 2025.
The following table summarizes
the restructuring, impairment and other related charges the Company recognized during the first quarter of 2025 in the unaudited condensed
consolidated statement of operations (in thousands):
Cost of
Revenues
Restructuring,
Impairment
and Other
Related
Charges
Total
Cash charges:
Employee-related costs
$ —
$ 171
$ 171
Other costs
688
1,154
1,842
Total cash charges
688
1,325
2,013
Non-cash charges:
Accelerated depreciation
230
—
230
Write-down of long-lived assets
—
635
635
Total non-cash charges
230
635
865
Total restructuring, impairment and other related charges
$ 918
$ 1,960
$ 2,878
Accelerated depreciation primarily
represents $ 0.2 million of increased depreciation expense associated with shortening the useful lives of the production equipment at the
two Utah manufacturing facilities that were closed to reflect the remaining period these assets will remain in service.
The $ 0.6 million write-down
of long-lived assets represents the write-down to salvage value of other property and equipment located at the two Utah manufacturing
facilities that were closed.
The $ 2.0 million of cash charges relates to costs incurred in shutting
down and transitioning operations from the two Utah manufacturing facilities that were closed.
8
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
4. Fair Value Measurements
The Company uses the fair
value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date,
essentially an exit price, based on the highest and best use of the asset or liability. The levels of the fair value hierarchy are:
Level 1—Quoted market prices in
active markets for identical assets or liabilities;
Level 2—Significant other observable
inputs (i.e., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not
active, inputs other than quoted prices that are observable, such as interest rate and yield curves, and market-corroborated inputs);
and
Level 3—Unobservable inputs in
which there is little or no market data, which require the reporting unit to develop its own assumptions.
The classification of fair
value measurements within the established three-level hierarchy is based upon the lowest level of input that is significant to the measurements.
Financial instruments, although not recorded at fair value on a recurring basis include cash, cash equivalents, accounts receivables,
accounts payable, and the Company’s debt obligations. The carrying amounts of cash, cash equivalents, accounts receivable and accounts
payable approximate fair value because of the short-term nature of these accounts.
The estimated fair value
of the Company’s related party debt is based on Level 2 and Level 3 inputs. Level 2 inputs include observable inputs such as market-based
expectations for interest rates, credit risk and volatility. The unobservable Level 3 inputs are associated with the required rate of
return for the security implied by the various issuances of debt bundled with warrants, which were valued using a Monte Carlo model and
the timing and probability of a warrant reprice event, like a strategic alternative transaction. The estimated fair value of the Company’s
related party debt was $ 112.7 million and $ 72.6 million as of March 31, 2026 and 2025.
The warrant liabilities (see
Note 11 — Warrant Liabilities for more information) are Level 3 instruments and use internal models to estimate fair value
using certain significant unobservable inputs which require determination of relevant inputs and assumptions. Accordingly, changes in
these unobservable inputs may have a significant impact on fair value. Significant inputs, certain of which are unobservable, include
risk free interest rate, expected average life, expected dividend yield, expected volatility and the timing and probability of a warrant
reprice event. These Level 3 liabilities generally decrease (increase) in value based upon an increase (decrease) in risk free interest
rate and expected dividend yield. Conversely, the fair value of these Level 3 liabilities generally increases (decreases) in value
if the expected average life or expected volatility were to increase (decrease).
The following table summarizes
the Company’s total Level 3 liability activity for the three months ended March 31, 2026 (in thousands):
Warrants
Total
Level 3
Liabilities
Fair value as of December 31, 2025
$ 16,150
$ 16,150
Change in valuation inputs (1)
6,958
6,958
Fair value as of March 31, 2026
$ 23,108
23,108
(1) Changes in valuation inputs are recognized as the change in fair value – warrant liabilities in the unaudited condensed consolidated statement of operations.
9
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
5. Revenue from Contracts with Customers
The Company markets and sells
its products through direct-to-consumer e-commerce channels, Purple showrooms, retail brick-and-mortar wholesale partners, and third-party
online retailers. Revenue is recognized when the Company satisfies its performance obligations under the contract which involves transferring
the promised products to the customer, subject to shipping terms.
Disaggregated Revenue
The Company classifies revenue
as either direct-to-consumer (“DTC”) or wholesale revenue. DTC revenues include the e-commerce channel which sells directly
to consumers who purchase online, through the contact center, and through online marketplaces and the showrooms channel that sells directly
to consumers who purchase at a Purple showroom location. The wholesale channel includes all product sales to the Company’s retail
brick and mortar and online wholesale partners where consumers make purchases at their retail locations or through their online channels.
The following tables present
the Company’s revenue disaggregated by sales channel (in thousands):
Three Months Ended
March 31,
Sales Category
2026
2025
e-commerce
$ 40,596
$ 45,397
Showrooms
18,847
17,986
Wholesale
36,287
40,788
Revenues, net
$ 95,730
$ 104,171
Contract Balances
Payments for the sale of products
through the direct-to-consumer e-commerce channel, Purple showrooms and our contact center are collected at point of sale in advance of
shipping the products. The amounts received for unshipped products are recorded as customer prepayments. Customer prepayments totaled
$ 4.7 million and $ 5.3 million at March 31, 2026 and December 31, 2025, respectively. During the three months ended March 31, 2026, the
Company recognized all of the revenue that was deferred in customer prepayments at December 31, 2025.
6. Inventories
Inventories consisted of the
following (in thousands):
March 31,
December 31,
2026
2025
Raw materials
$ 21,556
$ 23,420
Work-in-process
6,205
6,355
Finished goods
30,327
29,950
Inventories
$ 58,088
$ 59,725
10
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
7. Property and Equipment, Net
Property and equipment, net
consisted of the following (in thousands):
March 31,
December 31,
2026
2025
Equipment
$ 86,764
$ 80,999
Equipment in progress
3,146
7,218
Leasehold improvements
58,867
58,862
Furniture and fixtures
30,422
30,744
Office equipment
1,624
1,624
Total property and equipment
180,823
179,447
Accumulated depreciation
( 104,990 )
( 101,486 )
Property and equipment, net
$ 75,833
$ 77,961
Equipment in progress reflects
equipment, primarily related to mattress manufacturing, which is being constructed and was not in service at March 31, 2026 or December
31, 2025. Interest capitalized on borrowings during the active construction period of major capital projects totaled $ 0.1 million and
$ 0.2 million during the three months ended March 31, 2026 and 2025, respectively. Depreciation expense was $ 3.8 million and $ 4.2 million
during the three months ended March 31, 2026 and 2025, respectively. Included in depreciation expense for the three months ended March
31, 2025 was $ 0.2 million related to accelerated depreciation associated with the Restructuring Plan. See Note 3— Restructuring
and Impairment Charges for further discussion .
8. Leases
The Company leases its manufacturing
and distribution facilities, corporate offices, Purple showrooms and certain equipment under non-cancelable operating leases with various
expiration dates through 2036. The Company’s office and manufacturing leases provide for initial lease terms up to 16 years, while
Purple showrooms have initial lease terms of up to 10 years. Certain leases may contain options to extend the term of the original lease.
The exercise of lease renewal options is at the Company’s discretion. Any lease renewal options are included in the lease term if
exercise is reasonably certain at lease commencement. The Company also leases vehicles and other equipment under both operating and finance
leases with initial lease terms of three to five years . The ROU asset for finance leases totaled $ 0.7 million and $ 0.6 million at March
31, 2026 and December 31, 2025, respectively.
The following table presents
the Company’s lease costs (in thousands):
Three Months Ended
March 31,
2026
2025
Operating lease costs
$ 4,540
$ 4,780
Variable lease costs
1,126
1,042
Short-term lease costs
110
42
Total lease costs
$ 5,776
$ 5,864
11
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The table below reconciles
the undiscounted cash flows for each of the first five years and total remaining years to the operating lease liabilities recorded on
the unaudited condensed consolidated balance sheet at March 31, 2026 (in thousands):
2026 (excluding the three months ended March 31, 2026) (1)
$ 14,504
2027
21,008
2028
20,688
2029
17,880
2030
12,072
Thereafter
25,297
Total operating lease payments
111,449
Less – lease payments representing interest
( 19,550 )
Present value of operating lease payments
$ 91,899
(1) Amount consists of $ 14.8 million of undiscounted cash flows offset by $ 0.3 million of tenant improvement allowances which are expected to be fully utilized in fiscal 2026.
As of March 31, 2026 and December
31, 2025, the weighted-average remaining term of operating leases was 6.1 years and 6.3 years, respectively, and the weighted-average
discount rate of operating leases was 6.90 % and 6.79 %, respectively.
The following table provides
supplemental information related to the Company’s unaudited condensed consolidated statement of cash flows for the three months
ended March 31, 2026 and 2025 (in thousands):
Three Months Ended
March 31,
2026
2025
Cash paid for amounts included in present value of operating lease liabilities (1)
$ 5,503
$ 4,099
Right-of-use assets obtained in exchange for operating lease liabilities
1,668
7,192
(1) Operating cash flows paid for operating leases are included within the change in operating leases, net within the unaudited condensed consolidated statement of cash flows offset by non-cash ROU asset amortization and lease liability accretion.
9. Other Current Liabilities
Other current liabilities
consisted of the following (in thousands):
March 31,
December 31,
2026
2025
Accrued sales returns
$ 3,522
$ 4,492
Accrued sales tax and use tax
1,669
2,264
Asset retirement obligation
1,132
1,132
Insurance financing
470
1,676
Other
804
775
Total other current liabilities
$ 7,597
$ 10,339
12
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
10. Debt
Debt consisted of the following
(in thousands):
March 31,
December 31,
2026
2025
Related party loan
$ 132,487
$ 126,697
Less: unamortized debt issuance costs
( 13,288 )
( 15,392 )
Total related party debt
119,199
111,305
2024 Credit Agreement
On January 23, 2024, Purple
LLC, Purple Inc. and Intellibed (collectively, the “Loan Parties”) entered into an amended and restated credit agreement (the
“Amended and Restated Credit Agreement”), which amended and restated the then existing term loan agreement (“Term Loan
Agreement”), with Coliseum Capital Partners (“CCP”) and other lenders (collectively, the “Lenders”) and
Delaware Trust Company, as administrative agent. The Lenders agreed to assume the Loan Parties’ obligations under the Term Loan
Agreement and refinance their existing obligations. A term loan in the amount of $ 61.0 million (the “Related Party Loan”)
was funded by the Lenders that repaid in full the $ 25.0 million of term loans outstanding, repaid in full the $ 5.0 million of asset based
lending loans outstanding, paid fees, premiums and expenses incurred in connection with this transaction, and provided net proceeds to
the Company (after payments of outstanding debt, unpaid accrued interest and expenses) equal to approximately $ 27.0 million. Interest
on the Related Party Loan is payable each month and the principal outstanding matures and is due on December 31, 2026. The Company has
elected for interest to be capitalized and added to the principal amount of the loan. The Related Party Loan bears interest at a rate
equal to (i) the secured overnight financing rate as administered by the Federal Reserve Bank of New York plus 0.10 %, with a floor of
3.5 % per annum, plus (ii) 8.25 % per annum (or, if Purple LLC elects to pay interest in kind to reduce it cash obligations, 10.25 % per
annum). Any prepayments of principal on or after August 7, 2024 but before August 7, 2025 are subject to a prepayment penalty of 1.25 %,
and any prepayments of principal on or after August 7, 2025 are subject to a prepayment penalty of 2.50 %. The Loan Parties may request
an additional term loan from the Lenders in an aggregate amount not to exceed $ 19.0 million on terms requested by them to the extent agreed
to by the Lenders at their discretion. The Amended and Restated Credit Agreement also removed restrictions and requirements typically
associated with an asset-based loan.
In connection with the Amended
and Restated Credit Agreement, the Company issued 20.0 million warrants (the “2024 Warrants”) to the Lenders (see Note 11
– Warrant Liabilities ) and incurred additional fees and expenses of $ 3.5 million that were recorded as debt issuance costs
in the first quarter of 2024 and are being amortized over the life of the loan.
The Amended and Restated Credit
Agreement granted a security interest to the Lenders in substantially all of the assets (subject to certain limited exceptions) of the
Loan Parties to secure the Loan Parties’ loans and other obligations under the Amended and Restated Credit Agreement, including
a security interest in the intellectual property owned by the Loan Parties.
The Loan Parties (other than
Purple LLC) provided an unconditional guaranty of the payment of all obligations and liabilities of Purple LLC under the Amended and Restated
Credit Agreement.
The Amended and Restated Credit
Agreement also provides for standard indemnification of the Lenders and contains representations, warranties and certain covenants of
the Loan Parties. While any amounts are outstanding under the Amended and Restated Credit Agreement, the Loan Parties are subject to a
number of affirmative and negative covenants, including covenants regarding dispositions of property, investments, forming or acquiring
subsidiaries, business combinations or acquisitions, incurrence of additional indebtedness and transactions with affiliates, among other
customary covenants. The Loan Parties are also restricted from paying dividends or making other distributions or payments on their capital
stock, subject to limited exceptions. As of March 31, 2025, the Company was in compliance with all covenants under the Amended and Restated
Credit Agreement.
2025 Amendment
On March 12, 2025, the Loan
Parties, entered into the First Amendment to the Amended and Restated Credit Agreement (the “2025 Amendment” and the Amended
and Restated Credit Agreement as so amended, the “Amended A&R Credit Agreement”) with CCP and Blackwell Partners LLC –
Series A (“Blackwell”) (collectively the “2025 Lenders”), which amends the Amended and Restated Credit Agreement.
The 2025 Amendment, among other things, provides for an increase in the initial principal amount of the Related Party Loan by $ 19.0 million
(the “First Incremental Loan”) from an initial Related Party Loan principal amount of $ 61.0 million to an initial aggregate
principal amount of $ 80.0 million, pursuant to Section 2.18 of the Amended and Restated Credit Agreement, and allows the Loan Parties
to request one or more additional term loans from the 2025 Lenders in an initial aggregate principal amount not to exceed $ 20.0 million
on terms to be agreed to by the parties and subject to the approval of the Required Lenders (as defined in the Amended and Restated Credit
Agreement). The First Incremental Loan will bear interest at the same rate as the Initial Loan (as defined in the Amended and Restated
Credit Agreement), which may be paid in cash or in kind at the Company’s option.
13
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The 2025 Amendment also provides
that (i) the First Incremental Loan shall be senior in right of repayment to the Related Party Loan and (ii) in any voluntary or mandatory
prepayment in part or in full of the First Incremental Loan for any reason, the Company will be required to pay an amount equal to the
greater of (i) the Make-Whole Premium (as defined below) and (ii) 2.50 % of the aggregate principal amount of the First Incremental Loan
so prepaid, replaced or assigned. The “Make-Whole Premium” is determined as follows: on the date of prepayment, the excess
of (A) (x) 100 % of the principal amount of such First Incremental Loan, plus (y) the present value at such date of all remaining scheduled
interest payments due on such First Incremental Loan from the prepayment date through the maturity date, assuming that all such interest
accrues at the Make-Whole Premium Rate (as defined in the 2025 Amendment), computed using a discount rate equal to the Treasury Rate as
of such prepayment date plus 50 basis points, over (B) the principal amount of such First Incremental Loan on such prepayment date.
The 2025 Amendment requires
prepayment from certain amounts of proceeds received by the Company related to asset dispositions, equity issuances, incurrence of indebtedness,
and extraordinary receipts. Additionally, upon an event of default, the 2025 Lenders may declare all or any portion of the term loan then
outstanding to be accelerated and due and payable, immediately, including the prepayment premium. The Company determined that these features
qualify as a derivative and must be bifurcated from the debt, but such value is de minimis. The Company will reassess whether the derivative
has more than a de minimis value at each reporting period.
The 2025 Amendment also includes
contingent interest upon an event of default at a rate of 2 %. Certain non-credit related factors qualify as a derivative and must be bifurcated
from the debt, but such value is de minimis.
In addition, the Company also
paid (i) an amendment fee equal to 2 % of the outstanding principal and accrued and unpaid interest under the Related Party Loan held by
the 2025 Lenders, paid in kind and (ii) a 2 % work fee of the initial aggregate principal amount of the First Incremental Loan paid to
the 2025 Lenders, deducted from the proceeds at closing. Total fees and expenses of $ 2.1 million were recorded as a debt discount upon
issuance of the Incremental Loan and are being amortized over the life of the loan.
In connection with the 2025
Amendment, the Company issued to the 2025 Lenders, warrants (the “2025 Warrants”) to purchase 6.2 million shares of the Company’s
Class A common stock at a price of $ 1.50 per share, subject to certain adjustments (see Note 11 – Warrant Liabilities ). These
2025 Warrants include full-ratchet anti-dilution protections, subject to a floor of $ 0.6979 with respect to adjustments to the exercise
price and expire on March 12, 2035 . The 2025 Warrants had a fair value of $ 5.4 million upon issuance and were recorded as a debt discount
upon issuance of the Incremental Loan and is being amortized over the life of the loan.
The 2025 Amendment was evaluated
and determined to be a modification of debt as the effective borrowing rate was not reduced, therefore the 2025 Lenders did not grant
a concession, and the 2025 Amendment terms were not substantially different from the Amended and Restated Credit Agreement.
Second 2025 Amendment
On May 2, 2025, the Loan Parties
entered into a Second Amendment to the Amended and Restated Credit Agreement (the “Second 2025 Amendment”) with the 2025 Lenders,
which amends the Amended A&R Credit Agreement. The Second 2025 Amendment, among other things, provides for a commitment increase in
the initial principal amount of the senior secured term loan facility by $ 20.0 million (the “Second Incremental Loan”) from
an aggregate principal amount of up to $ 80.0 million (the “Existing Loan”) to an initial aggregate principal amount of up
to $ 100.0 million (the “Loan”) and allows the Loan Parties to request one or more additional term loans from the Lenders in
an initial aggregate principal amount not to exceed $ 20.0 million on terms to be agreed to by the parties and subject to the approval
of the Required Lenders (as defined in the Amended A&R Credit Agreement). The Second Incremental Loan will bear interest at the same
rate as the Existing Loan, which may be paid in cash or in kind at the Company’s option.
The Second 2025 Amendment
also provides that (i) the Second Incremental Loan shall be senior in right of repayment to the initial $ 61.0 million loan under the
Amended and Restated Credit Agreement and pari passu with the First Incremental Loan and (ii) in any voluntary or mandatory prepayment
in part or in full of the Second Incremental Loan for any reason, the Company will be required to pay an amount equal to the greater
of (a) the Make-Whole Premium (as defined below) and (b) 2.5 % of the aggregate principal amount of the Second Incremental Loan so prepaid,
replaced or assigned. The “Make-Whole Premium” is determined as follows: on the date of prepayment, the excess of (A) (x)
100 % of the principal amount of such Second Incremental Loan, plus (y) the present value at such date of all remaining scheduled interest
payments due on such Second Incremental Loan from the prepayment date through the maturity date, assuming that all such interest accrues
at the Make-Whole Premium Rate (as defined in the Second 2025 Amendment), computed using a discount rate equal to the Treasury Rate as
of such prepayment date plus 50 basis points, over (B) the principal amount of such Second Incremental Loan on such prepayment date.
14
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
In addition, the Company also
paid (i) an amendment fee equal to 0.25 % of the outstanding principal and accrued and unpaid interest under the Existing Loan held by
the Lenders, paid in kind to the 2025 Lenders, (ii) a work fee equal to 0.1 % of the outstanding principal and accrued and unpaid interest
under the Existing Loan, paid in cash to the Required Lenders, (iii) a waiver fee, to induce the Required Lenders to waive certain preemptive
and right of first refusal rights, equal to 0.15 % of the outstanding principal and accrued and unpaid interest under the Existing Loan,
paid in cash to the Required Lenders, and (iv) a commitment fee equal to $ 0.2 million, paid in cash to the Required Lenders.
In connection with the Second
2025 Amendment, the Company issued to the 2025 Lenders, warrants (the “2025 Additional Warrants”) to purchase 6.6 million
shares of the Company’s Common Stock at a price of $ 1.50 per share, subject to certain adjustments (see Note 11 – Warrant
Liabilities ). These 2025 Additional Warrants include full-ratchet anti-dilution protections, subject to a floor of $ 0.6979 with respect
to adjustments to the exercise price and expire on March 12, 2035. The 2025 Additional Warrants had a fair value of $ 5.4 million upon
issuance and were recorded as a debt discount upon issuance of the Incremental Loan and is being amortized over the life of the loan.
The Second 2025 Amendment
was evaluated and determined to be a modification of debt since the 2025 Lenders did not grant a concession, as the effective borrowing
rate was not reduced, and the 2025 Amendment terms were not substantially different from the Amended and Restated Credit Agreement.
Third Amendment to the Amended
A&R Credit Agreement
On March 24, 2026, the Loan Parties entered into a Third Amendment to the Amended A&R Credit Agreement with the Lenders, which revised
the maturity date under the Amended A&R Credit Agreement from December 31, 2026, to April 30, 2027 and waived certain requirements
and events of default relating to the going concern qualification in our December 31, 2025 financial statements. In connection with the
Third Amendment, the Loan Parties agreed to pay to the Lenders an amendment fee in the aggregate amount of $ 1.6 million, equal to 1.25 %
pro rata based on each Lender’s outstanding principal amount (the “Amendment Fee”). Of the Amendment Fee, approximately
$ 1.3 million was payable-in-kind by adding such amount to the 2025 Lenders’ outstanding principal amount. The remaining $ 0.3 million
of the Amendment Fee was paid in cash to the other lenders. In connection with the Third Amendment, the Loan Parties also agreed to reimburse
the 2025 Lenders for certain expenses in the amount of $ 0.3 million.
Pursuant to the Third Amendment to the Amended A&R Credit Agreement,
the Loan Parties waived certain requirements and events of default relating to the going concern qualification in our December 31, 2025
financial statements. Accordingly, the Company is in compliance as of March 31, 2026, with all covenants under the Amended A&R Credit
Agreement.
The Company determined that it was experiencing financial difficulty and that the extension represented a concession granted by the Lenders
as the effective borrowing rate was reduced. Accordingly, the Company accounted for the Third Amendment as a troubled debt restructuring.
Since the undiscounted future cash payments were more than the carrying amount of the existing instrument, no gain was recognized. The
impact of the revised terms, including the extension and associated amendment fee, has been reflected in the carrying amount of the debt
and is being recognized through interest expense prospectively using a revised effective interest rate.
The Company has elected to
have interest paid-in-kind and added to the principal amount of the loans. Interest expense under the Related Party Loan, the First Incremental
Loan and the Second Incremental Loan for the three months ended March 31, 2026 and 2025 consisted of paid-in-kind interest of $ 4.5 million
and $ 2.8 million, respectively and debt issuance cost amortization of $ 3.7 million and $ 2.1 million, respectively. The effective interest
rate was 14.03 % and 14.68 % for the three months ended March 31, 2026 and 2025, respectively.
11. Warrant Liabilities
On January 23, 2024, in connection
with the Amended and Restated Credit Agreement, the Company issued 20.0 million 2024 Warrants to the Lenders, on March 12, 2025, in connection
with the 2025 Amendment, the Company issued 6.2 million 2025 Warrants to the 2025 Lenders, on May 2, 2025, in connection with the Second
2025 Amendment, the Company issued 6.6 million 2025 Additional Warrants to the 2025 Lenders, and on May 2, 2025, in connection with the
SGI Agreements (as defined below), the Company issued to SGI warrants to purchase 8.0 million shares of the Company’s Common Stock
(the “SGI Warrants,” collectively, the “Warrants”). Each Warrant entitles the registered holder to purchase one
share of the Company’s Class A common stock at a price of $ 1.50 per share, subject to adjustment. While the Warrants are exercisable,
the Company may call the Warrants for redemption in whole and not in part at any time at a price of $ 0.01 per share of Class A common
stock issuable upon exercise of the Warrants upon not less than 45 days’ prior written notice of redemption to each holder, provided
that this redemption right is only available if the reported last sale price of the Class A common stock equals or exceeds $ 24.00 per
share on each of 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption
to the holders. The Warrants will expire on the 10 -year anniversary of issuance, or earlier upon redemption. The holders do not have the
rights or privileges of holders of Class A common stock or any voting rights until they exercise their Warrants. After the issuance of
shares of Class A common stock upon exercise of the Warrants, each holder will be entitled to one vote for each share of Class A common
stock held on all matters to be voted on by stockholders generally. A holder of the Warrants will not have the right to exercise its Warrants,
to the extent that after giving effect to such exercise, the holder (together with its affiliates) would beneficially own in excess of
49.9 % of the shares of Class A common stock outstanding immediately after giving effect to such exercise. The Warrants contain a repurchase
provision which, upon an occurrence of a fundamental transaction as defined in the warrant agreement, could give rise to an obligation
of the Company to pay cash to the warrant holders. In addition, other provisions may lead to a reduction in the exercise price of the
Warrants. The Company determined the fundamental transaction provisions require the Warrants to be accounted for as a liability at fair
value on the date of the transaction, with changes in fair value recognized in earnings in the period of change. As a result, the liability
for these Warrants was recorded at fair value on the date of issuance with the offset included in debt issuance costs. This liability
is subsequently re-measured to fair value at each reporting date or exercise date with changes in the fair value included in earnings.
15
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company used a Monte Carlo
Simulation model to determine the fair value of the liability associated with the Warrants. The model used key assumptions and inputs,
such as exercise price, fair market value of common stock, risk free interest rate, warrant life, expected volatility and the probability
of a warrant re-price event. The following are the assumptions used in calculating fair value of the Warrants:
March 31,
December 31,
2026
2025
Trading price of common stock on measurement date
$ 0.66
$ 0.69
Exercise price
$ 1.50
$ 1.50
Risk free interest rate
4.08 – 4.15 %
3.95 – 4.03 %
Warrant life in years
7.82 – 8.95
8.06 – 9.20
Expected volatility
87.0 %
88.0 %
Expected dividend yield
—
—
Probability of an event causing a warrant re-price
40.0 %
70.0 %
Estimated date of event causing a warrant re-price
March 2027
May 2026
The Warrants had a fair value of $ 23.1 million as of March 31, 2026.
The Company recognized a $ 7.0 million expense in the unaudited condensed consolidated statement of operations for the three months ended
March 31, 2026 related to an increase in the fair value of the Warrants outstanding at the end of the period compared to the fair value
of the Warrants at the end of 2025. The Company recorded a de minimis gain for the three months ended March 31, 2025 related to the increase
in fair value of the Warrants outstanding at the end of the period.
12. Other Long-Term Liabilities
Other long-term liabilities
consist of the following (in thousands):
March 31,
December 31,
2026
2025
Asset retirement obligations
$ 1,176
$ 1,160
Other
453
604
Total other long-term liabilities
$ 1,629
$ 1,764
13. Commitments and Contingencies
Warranty Liabilities
The Company provides a limited
warranty on most of the products it sells. The estimated warranty return costs associated with products sold through DTC channels are
expensed at the time of sale and included in cost of revenues. The estimated warranty return costs associated with products sold through
the wholesale channel are recorded at the time of sale and included as an offset to net revenues. Estimates for DTC warranty costs are
based primarily on historical warranty claims, estimated warranty costs and the estimate warranty claim rate. Estimates for wholesale
warranty costs are based primarily on the historical warranty claim amounts and the estimated claim rate and may be adjusted for any current
or expected trends as appropriate. Actual warranty claim costs could differ from these estimates. The Company regularly assesses and adjusts
the estimate of accrued warranty claims by updating claims rates for actual trends and projected claim costs. The Company classifies
estimated warranty costs expected to be paid beyond a year as a long-term liability. The Company has accrued $ 27.5 million and $ 26.7 million
in estimated future warranty costs as of March 31, 2026 and December 31, 2025, respectively.
Chief Executive Officer
Cash Bonus Award
On January 26, 2024, the Company’s board of directors (the “Board”)
approved an amendment to the Chief Executive Officer’s employment agreement. Under the amendment, the Company agreed that, among
other things, the Chief Executive Officer will be eligible to earn a cash payment of up to $ 5.0 million, less tax and other required withholdings,
based on the volume weighted average price per share of the Company’s Class A common stock on NASDAQ during the period from March
16, 2026 through June 30, 2026 subject to his continued employment with the Company. The amount earned will be payable in quarterly installments
commencing with the first payroll period following June 30, 2026. The Company determined the provisions surrounding the future bonus payment
require it to be accounted for as a liability at fair value on the date of the transaction, with changes in fair value recognized in earnings
in the period of change. The Company recorded a de minimis compensation expense reduction in the unaudited condensed consolidated statement
of operations for the three months ended March 31, 2026 and 2025 related to this future bonus payment.
16
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Senior Leadership Team
Special Recognition Bonus
On
January 26, 2024, the Board unanimously approved a special recognition bonus payment to certain members of the Company’s senior
leadership team. The bonus was awarded to incentivize retention and continued engagement with the Company during these challenging times
in the bedding industry. Each participant is eligible to earn a special recognition bonus payment equal to 15 months of their regular
salary. The special recognition bonus payment is paid as follows, subject to the employee’s continued employment with the Company:
10 % was paid in August 2024, 20 % was paid in February 2025, and the remaining 70 % was to be paid in August 2025. Certain members of the
Company’s senior leadership team agreed to postpone their August 2025 payment until January 2026 for a 15 % premium on the amount
that was due to be paid in August 2025. Related to this bonus payment, the Company recorded no compensation expense for the three months
ended March 31, 2026 and a de minimis compensation expense for the three months ended March 31, 2025 in the unaudited condensed consolidated
statement of operations.
Long-Term
Incentive Cash Bonus Awards
On
July 17, 2025, the Board unanimously approved a long-term incentive cash award to those employees eligible to participate in the Company’s
2017 Plan. The incentive award payment is based on a combination of time-based payments over a three-year period and performance-based
payments paid in three years if certain financial performance targets are met.
On
June 20, 2024, the Board unanimously approved a performance long-term incentive cash award to those employees eligible to participate
in the Company’s 2017 Plan. The incentive award payment is based on a performance goal of the volume weighted average price per
share of the Company’s Common Stock on NASDAQ on March 31, 2027. The Company determined the provisions surrounding the performance
cash long-term incentive award require it to be accounted for as a liability at fair value at each reporting period, with changes in fair
value recognized in earnings in the period of change.
The
Company recorded a de minimis amount of compensation expense in the unaudited condensed consolidated statement of operations for the
three months ended March 31, 2026 and 2025 related to these future award payments.
Rights of Securities Holders
On January 23, 2024, in connection
with the issuance of the 2024 Warrants, the Company entered into an amended and restated registration rights agreement with holders of
the Warrants (the “Holders”), providing for the registration under the Securities Act of 1933, as amended, of the 2024 Warrants,
the shares issuable upon the exercise of the 2024 Warrants and Common Stock held by the Holders as of such date, subject to customary
terms and conditions.
On March 12, 2025 in connection
with the issuance of the 2025 Warrants, the Company entered into a Second Amended and Restated Registration Rights Agreement (the “Registration
Rights Agreement”) with the Holders, providing for the registration of the 2025 Warrants, the shares of Common Stock issuable upon
the exercise of the Warrants, and the Common Stock held by the Holders as of such date (the “Registrable Securities”).
On May 2, 2025 in connection
with the issuance of the 2025 Additional Warrants, the Company entered into a Third Amended and Restated Registration Rights Agreement
(the “Third Amended Registration Rights Agreement”) with the Holders, providing for the registration under the Securities
Act of the 2025 Additional Warrants, the shares issuable upon the exercise of the 2025 Additional Warrants, other warrants held by the
Holders (and shares issuable upon exercise thereof) and the Common Stock held by the Holders as of such date (the “2025 Additional
Registrable Securities”), subject to customary terms and conditions.
On May 2, 2025 in connection
with the issuance of the SGI Warrants, the Company entered into a Registration Rights Agreement (the “SGI Registration Rights Agreement”
and collectively with the 2025 Registration Rights Agreement and the Third Amended Registration Rights Agreement, the “Registration
Rights Agreements”) with SGI, providing for the registration under the Securities Act of the SGI Warrants, the shares issuable upon
the exercise of the SGI Warrants, and the Common Stock held by SGI as of such date (the “SGI Registrable Securities” and collectively
with the 2025 Registrable Securities and 2025 Additional Registrable Securities, the “Registrable Securities”), subject to
customary terms and conditions.
17
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Registration Rights Agreements
entitle the investors party thereto to demand registration of the Registrable Securities and also to piggyback on the registration of
Company securities by the Company and other Company securityholders. The Company will be responsible for the payment of the Holders’
expenses in connection with any offering or sale of Registrable Securities, including underwriting discounts or selling commissions, placement
agent or broker fees or similar discounts, commissions or fees relating to the sale of certain Registrable Securities.
The registration statement
filed on May 23, 2025, which registered the Registrable Securities, was declared effective by the SEC on May 30, 2025.
SGI Commercial Arrangements
On May 2, 2025, the Company
entered into a Second Amendment to Master Retailer Agreement (the “MRA Amendment”) with Mattress Firm, a business unit of
SGI, which provides that SGI, through its Mattress Firm stores, will expand its inventory of the Company’s products across its
national store network from approximately 5,000 mattress slots to a minimum of 12,000 mattress slots. The agreement includes a $ 3.5 million
fee to be paid by the Company to reimburse Mattress Firm for certain costs in transitioning to the product placement required by the
agreement. The fee is accounted for under the provisions of ASC 606— Revenue from Contracts with Customers as consideration
payable to a customer as a reduction of revenue over the life of the contract and is included in accrued rebates and allowances on the
audited consolidated balance sheets. The Company recorded $ 0.3 million as a reduction of revenue in the unaudited condensed consolidated
statement of operations for the three months ended March 31, 2026.
Also on May 2, 2025, the
Company entered into an Amended and Restated Master Vendor Supply and Services Agreement (the “Sherwood Agreement” and together
with the MRA Amendment the “SGI Agreements”) with Tempur Sherwood, LLC, a subsidiary of Tempur Sealy. The Sherwood Agreement
provides that Tempur Sherwood, LLC will have the exclusive right to assemble certain product lines, such as Purple Royale, that the Company
sells to Mattress Firm. The SGI Agreements expire on December 31, 2027. Revenue for certain product arrangements is presented differently
depending on the nature of the underlying manufacturing relationships and the application of ASC 606— Revenue from Contracts
with Customers . Under the guidance, payments to Tempur Sherwood, LLC are evaluated to determine whether they are economically linked
to the underlying customer arrangement. The Company has concluded that payments to Tempur Sherwood, LLC are economically linked to the
Mattress Firm MRA Amendment and therefore represent consideration payable to a customer. As a result of the Purple Royale launch, these
payments are recorded as a reduction of revenue, and revenue is presented on a net basis. The Company recorded $ 4.9 million in consideration
paid to Tempur Sherwood, LLC as a reduction of revenue in the unaudited condensed consolidated statement of operations for the three
months ended March 31, 2026.
In connection with the SGI
Agreements, the Company issued to SGI the SGI Warrants to purchase 8.0 million shares of the Company’s Class A common stock at a
strike price of $ 1.50 per share. The SGI Warrants include full-ratchet anti-dilution protections, subject to a floor of $ 0.6979 with respect
to adjustments to the exercise price and expire on March 12, 2035. The Company determined the warrants are required to be accounted for
as a liability at the fair value of $ 6.5 million on the date of the transaction (see Note 11 – Warrant Liabilities ). The
fair value of the warrants on the date of the transaction is accounted for under the provisions of ASC 606— Revenue from Contracts
with Customers and deemed to be consideration payable to a customer as a reduction of revenue over the life of the contract. The Company
recorded $ 0.6 million as a reduction of revenue in the unaudited condensed consolidated statement of operations for the three months ended
March 31, 2026.
18
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Non-Income Related
Taxes
The U.S. Supreme Court ruling
in South Dakota v. Wayfair, Inc. , No.17-494, reversed a longstanding precedent that remote sellers are not required to collect
state and local sales taxes. The Company cannot predict the effect of these and other attempts to impose sales, income or other taxes
on e-commerce. The Company currently collects and reports on sales tax in all states in which it does business. However, the application
of existing, new or revised taxes on the Company’s business, in particular, sales taxes, value-added tax and similar taxes would
likely increase the cost of doing business online and decrease the attractiveness of selling products over the internet. The application
of these taxes on the Company’s business could also create significant increases in internal costs necessary to capture data and
collect and remit taxes. There have been, and will continue to be, substantial ongoing costs associated with complying with the various
indirect tax requirements in the numerous markets in which the Company conducts or will conduct business.
Legal Proceedings
On December 16, 2022, Purple’s founders filed a complaint against
Purple Inc. in the Fourth Judicial District Court in the State of Utah. In that suit, the plaintiffs alleged that they each entered into
employment agreements with Purple LLC in February 2018. The plaintiffs contended that certain corporate transactions reduced their “ownership
interest and voting power in Purple” and that, as a result, they should have continued to be paid a salary when they retired from
Purple LLC. The plaintiffs calculated that they were each owed “no less than $ 500,000 ” in unpaid salary. In October 2023,
the Court granted Purple Inc.’s motion and ordered that the claims brought by the plaintiffs be dismissed in full, with prejudice.
The Court entered a final judgment dismissing the case in January 2024. The plaintiffs appealed. After oral arguments, on April 3, 2025,
the Utah Court of Appeals ordered the case return to the District Court for further fact finding. The Utah Supreme Court declined to hear
the case, sending back for further action at the trial court that we expect will continue throughout 2026. The Company maintains insurance
to cover the costs of defending against claims of this nature and intends to continue to vigorously defend against these claims in the
course of the plaintiffs’ appeal.
On April 3, 2023, Purple’s founders filed a complaint against
Purple LLC in the Delaware Court of Chancery. The complaint alleges that Purple LLC breached the limited liability company agreement of
Purple LLC by failing to pay the full amount of tax distributions owed under the agreement. The plaintiffs seek damages of approximately
$ 3.0 million in allegedly unpaid tax distributions as well as legal fees and expenses incurred in connection with the litigation. On June
13, 2023, Purple LLC filed an answer to the complaint denying the plaintiffs’ allegations, setting forth its affirmative defenses,
and requesting dismissal of all claims and entry of judgment in Purple LLC’s favor. A trial date has been set for October 2026.
The outcome of the litigation cannot be predicted at this stage in the proceedings. Purple LLC denies all allegations and intends
to vigorously defend against these claims.
On April 16, 2024, Purple’s
founders, in their capacity as a former landlord of Purple LLC, brought a lawsuit against Purple LLC, as lessee, for amounts allegedly
owed under a real estate lease which the parties terminated effective September 30, 2023. In the suit, the plaintiffs allege approximately
$ 2.5 million in damages, based primarily on a dispute regarding whether Purple LLC left the premises in the condition required by the
lease. The plaintiffs further claim approximately $ 0.8 million in holdover rent, as well as unspecified amounts in interest, late fees,
liquidated damages, attorney fees and costs. Fact discovery is scheduled to conclude in 2026. The court has not yet set a date for trial.
Purple LLC denies all allegations and intends to vigorously defend against these claims.
19
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
On July 24, 2024, a former
part-time employee filed a class action lawsuit against Purple LLC in California Superior Court in the County of Alameda
alleging failure to pay all wages, failure to pay overtime pay rate, failure to provide all meal periods, and other employment-related
causes of action. The suit seeks damages, interest, attorneys’ fees, costs and other relief on behalf of all non-exempt California
employees of Purple LLC during the applicable statutory periods. On September 30, 2024, the plaintiffs filed an amended complaint adding
a claim for penalties under California’s Private Attorneys General Act. Purple LLC and the plaintiffs mediated the claims on May
8, 2025, which resulted in the parties agreeing to a settlement. The settlement agreement has been signed by the parties and are currently
waiting for the California Superior Court to approve the settlement.
On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic
Powers Act (“IEEPA”). The Company estimates that approximately $ 5.3 million of its previous tariff payments are subject to
this ruling. On March 6, 2026, the Company filed a lawsuit in the U.S. Court of International Trade against the U.S. Customs and Border
Protection (“CBP”), the CBP commissioner, and the United States of America seeking a full refund of all IEEPA tariffs that
the Company has paid to the United States. The financial impact of these events is uncertain, as it is unclear to what extent duties will
be refunded by CBP, what processes will govern such refunds, or if the Company can fully collect the related amounts claimed. No adjustments
have been recorded in the accompanying unaudited condensed consolidated financial statements as the Company will apply the involuntary
conversion model which results in recognition of recoveries when reimbursement is probable.
The Company is from time to
time involved in various other claims, legal proceedings and complaints arising in the ordinary course of business. The Company does not
believe that adverse decisions in any such pending or threatened proceedings, or any amount that the Company might be required to pay
by reason thereof, would have a material adverse effect on the financial condition or future results of the Company.
14. Related Party Transactions
The Company has engaged in
various transactions with entities or individuals which are considered related parties.
Coliseum Capital Management,
LLC
Immediately following the
Business Combination, Adam Gray was appointed to the Board. Mr. Gray is a manager of Coliseum Capital, LLC, which is the general partner
of CCP and Coliseum Co-Invest Debt Fund, L.P. (“CDF”), and he is also a managing partner of Coliseum Capital Management, LLC
(“CCM”), which is the investment manager of Blackwell and also manages investment funds and accounts. Mr. Gray has voting
and dispositive control over securities held by CCP, CDF and Blackwell. In April 2023, Adam Gray was appointed Chairman of the Board of
the Company as part of an agreement to resolve litigation that had been brought by Coliseum against the Company. Refer to Note 10—
Debt for more information on the Related Party Loan and amendments .
15. Stockholders’ Equity
Class A Common Stock
The Company has 210.0 million
shares of Class A common stock authorized. Holders of the Company’s Class A common stock are entitled to one vote for each share
held on all matters to be voted on by the stockholders. Holders of Class A common stock and holders of Class B common stock voting together
as a single class have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote
of the stockholders. At March 31, 2026, 108.6 million shares of Class A common stock were outstanding.
Class B Common Stock
The Company has 90.0 million
shares of Class B common stock authorized. Holders of the Company’s Class B common stock will vote together as a single class with
holders of the Company’s Class A common stock on all matters properly submitted to a vote of the stockholders. Shares of Class B
common stock may be issued only to InnoHold, their respective successors and assigns, as well as any permitted transferees of InnoHold.
A holder may transfer their shares of Class B common stock to any transferee (other than the Company) only if such holder also simultaneously
transfers an equal number of such holder’s Class B Units to such transferee. The Class B common stock is not entitled to receive
dividends, if declared by the Board, or to receive any portion of any such assets in respect of their shares upon liquidation, dissolution,
distribution of assets or winding-up of the Company in excess of the par value of such stock. At March 31, 2026, 0.2 million shares of
Class B common stock were outstanding.
Preferred Stock
The Company has 5.0 million
shares of preferred stock authorized. The preferred stock may be issued from time to time in one or more series. The Board is expressly
authorized to provide for the issuance of shares of the preferred stock in one or more series and to establish from time to time the number
of shares to be included in each such series and to fix the voting rights, designations and other special rights or restrictions. At December
31, 2025, there were no shares of preferred stock outstanding. On June 27, 2024, 0.3 million shares of the Company’s authorized
shares of preferred stock were designated as Series C Junior Participating Preferred Stock, par value $ 0.0001 per share (“Series
C Preferred Shares”). In conjunction with the termination of the NOL Rights Plan, the Company filed a Certificate of Elimination
eliminating the Series C Junior Participating Preferred Stock, effective May 7, 2025. At March 31, 2026, there were no shares of preferred
stock outstanding
20
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Warrants
The Company issued warrants
in connection with various financing transactions and agreements. The Company had the following warrants outstanding at March 31, 2026
and December 31, 2025 (in thousands):
March 31,
December 31,
2026
2025
2024 Warrants
20,000
20,000
2025 Warrants
6,230
6,230
2025 Additional Warrants
6,557
6,557
SGI Warrants
8,000
8,000
Total Warrants
40,787
40,787
The following table provides
the exercise price and expiration date for each warrant tranche as of March 31, 2026:
Warrant Share Equivalent
(000’s) Exercise
Price (1) Expiration Date
2024 Warrants 20,000 $ 1.50 January 23, 2034
2025 Warrants 6,230 $ 1.50 March 12, 2035
2025 Additional Warrants 6,557 $ 1.50 March 12, 2035
SGI Warrants 8,000 $ 1.50 March 12, 2035
(1) Subject to adjustment.
While the Warrants are exercisable,
the Company may call the Warrants for redemption in whole and not in part at any time at a price of $ 0.01 per share of Common Stock issuable
upon exercise of the Warrants upon not less than 45 days’ prior written notice of redemption to each holder. This redemption right
is only available if the reported last sale price of the Common Stock equals or exceeds $ 24.00 per share on each of 20 trading days within
a 30 -trading day period ending three business days before the Company sends the notice of redemption to the holders. A holder of the Warrants
will not have the right to exercise its Warrants, to the extent that after giving effect to such exercise, the holder (together with its
affiliates) would beneficially own in excess of 49.9 % of the shares of Common Stock outstanding immediately after giving effect to such
exercise.
Noncontrolling Interest
Noncontrolling interest (“NCI”)
is the membership interest in Purple LLC held by holders other than the Company. At March 31, 2026 and December 31, 2025, the combined
NCI percentage in Purple LLC was 0.15 % and 0.15 %, respectively. The Company has consolidated the financial position and results of operations
of Purple LLC and reflected the proportionate interest held by all such Purple LLC Class B Unit holders as NCI.
16. Income Taxes
The Company’s sole material
asset is Purple LLC, which is treated as a partnership for U.S. federal income tax purposes and for purposes of certain state and local
income taxes. Purple LLC’s net taxable income and any related tax credits are passed through to its members and are included in
the members’ tax returns, even though such net taxable income or tax credits may not have actually been distributed. While the Company
consolidates Purple LLC for financial reporting purposes, the Company will be taxed on its share of earnings of Purple LLC not attributed
to the noncontrolling interest holders, which will continue to bear their share of income tax on its allocable earnings of Purple LLC.
The income tax burden on the earnings taxed to the noncontrolling interest holders is not reported by the Company in its consolidated
financial statements under GAAP.
The Company reported de minimis income tax expense on a pretax loss
of $ 30.5 million for the three months ended March 31, 2026 as compared to de minimis income tax expense on pretax loss of $ 19.1 million
for the three months ended March 31, 2025. This resulted in an effective tax rate of ( 0.15 %) for the three months ended March 31, 2026
as compared to ( 0.21 %) for the three months ended March 31, 2025. The Company’s effective tax rate for the three months ended March
31, 2026 differs from the statutory federal rate of 21 % primarily due to the impact of the full valuation allowance recorded against the
Company’s deferred tax assets at March 31, 2026.
21
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
In connection with the Business
Combination, the Company entered into a tax receivable agreement with InnoHold, which provides for the payment by the Company to InnoHold
of 80 % of the net cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes (or is deemed to
realize in certain circumstances) in periods after the Closing as a result of (i) any tax basis increases in the assets of Purple LLC
resulting from the distribution to InnoHold of the cash consideration, (ii) the tax basis increases in the assets of Purple LLC resulting
from the redemption by Purple LLC or the exchange by the Company, as applicable, of Class B Paired Securities or cash, as applicable,
and (iii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, payments it makes under
the agreement.
As noncontrolling interest
holders exercise their right to exchange or cause Purple LLC to redeem all or a portion of their Class B Units, a tax receivable agreement
liability may be recorded based on 80 % of the estimated future cash tax savings that the Company may realize as a result of increases
in the basis of the assets of Purple LLC attributed to the Company as a result of such exchange or redemption. The amount of the increase
in asset basis, the related estimated cash tax savings and the attendant liability to be recorded will depend on the price of the Company’s
Class A common stock at the time of the relevant redemption or exchange.
The effects of uncertain tax positions are recognized in the consolidated
financial statements if these positions meet a “more-likely-than-not” threshold. For those uncertain tax positions that are
recognized in the consolidated financial statements, liabilities are established to reflect the portion of those positions it cannot conclude
“more-likely-than-not” to be realized upon ultimate settlement. The Company’s policy is to recognize interest and penalties
related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. Accrued
interest and penalties would be included on the related tax liability line in the consolidated balance sheet. As of March 31, 2026, the
Company had unrecognized tax benefits of $ 1.1 million.
17. Net Loss Per Common Share
Basic net income (loss) per
common share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares
of Class A common stock outstanding during each period. Diluted net income (loss) per share reflects the weighted-average number of common
shares outstanding during the period used in the basic net income (loss) computation plus the effect of common stock equivalents that
are dilutive.
The following table sets forth
the calculation of basic and diluted weighted average shares outstanding and net loss per share for the periods presented (in thousands,
except per share amounts):
Three Months Ended
March 31,
2026
2025
Numerator:
Net loss attributable to Purple Innovation, Inc. – basic
$ ( 30,541 )
$ ( 19,137 )
Less – net loss attributed to noncontrolling interest
—
—
Net loss attributable to Purple Innovation, Inc. – diluted
$ ( 30,541 )
$ ( 19,137 )
Denominator:
Weighted average shares—basic
108,386
107,596
Add – dilutive effect of Class B shares
—
—
Weighted average shares—diluted
108,386
107,596
Net loss per common share:
Basic
$ ( 0.28 )
$ ( 0.18 )
Diluted
$ ( 0.28 )
$ ( 0.18 )
22
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company excludes from
the diluted net loss per common share computation potentially dilutive securities related to warrants, equity awards and convertible shares
of Class B common stock when their exercise or performance vesting price is greater than the average market price of the Company’s
common stock or they are otherwise anti-dilutive. Potentially dilutive securities that have been excluded from the calculation of diluted
net loss per common share are as follows (in thousands):
Three Months Ended
March 31,
2026
2025
Warrants
40,787
26,230
Restricted stock units
1,506
3,397
Stock Options
500
529
Class B Shares
163
165
18. Equity Compensation Plans
2017 Equity Incentive
Plan
The Purple Innovation, Inc.
2017 Equity Incentive Plan (the “2017 Plan”) provides for grants of stock options, stock appreciation rights, restricted stock
units and other stock-based awards. Directors, officers and other employees, as well as others performing consulting or advisory services
for the Company and its subsidiaries, are eligible for grants under the 2017 Plan. As of March 31, 2026, an aggregate of 2.7 million shares
remain available for issuance or use under the 2017 Plan.
Employee Stock Options
The following table summarizes the Company’s
total stock option activity for the three months ended March 31, 2026:
Options
(in thousands) Weighted
Average
Exercise
Price Weighted
Average
Remaining
Contractual
Term in
Years Intrinsic
Value
(in thousands)
Options outstanding as of January 1, 2025 500 $ 6.82 1.3 $ —
Granted —
—
— —
Exercised —
—
— —
Forfeited —
—
— —
Options outstanding as of March 31, 2026 500 $ 6.82 1.0 $ —
Outstanding and exercisable stock options as of
March 31, 2026 are as follows:
Options Outstanding Options Exercisable
Exercise Prices Number of
Options
Outstanding
(in thousands) Weighted
Average
Remaining Life
(Years) Number of
Options
Exercisable
(in thousands) Weighted
Average
Remaining Life
(Years) Intrinsic
Value
(in thousands)
$ 6.82 500 1.0 500 1.0 $ —
23
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The estimated fair value of
Company stock options is amortized over the options vesting period on a straight-line basis. All outstanding stock options were vested
as of January 1, 2026 and there was no remaining unrecognized stock compensation cost. There was no stock option expense for the three
months ended March 31, 2026 and was de minimis for the three months ended March 31, 2025.
Employee Restricted
Stock Units
The following table summarizes
the Company’s restricted stock unit activity for the three months ended March 31, 2026:
Number
Outstanding
(in thousands)
Weighted
Average
Grant Date
Fair Value
Nonvested restricted stock units as of January 1, 2026
3,141
$ 1.25
Granted
—
—
Vested
( 707 )
1.39
Forfeited
( 928 )
1.87
Nonvested restricted stock units as of March 31, 2026
1,506
$ 0.80
The Company recorded restricted
stock unit expense of $ 0.2 million and $ 0.4 million during the three months ended March 31, 2026 and 2025, respectively.
For restricted stock units
outstanding as of March 31, 2026, there were $ 0.8 million of total unrecognized stock compensation costs with a remaining recognition
period of 1.5 years.
24
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Aggregate Non-Cash
Stock-Based Compensation
The Company has accounted
for all stock-based compensation under the provisions of ASC 718 Compensation—Stock Compensation . This standard requires
the Company to record a non-cash expense associated with the fair value of stock-based compensation over the requisite service period.
The following table summarizes
the aggregate non-cash stock-based compensation recognized in the statement of operations for stock awards, employee stock options and
employee restricted stock units (in thousands):
Three Months Ended
March 31,
2026
2025
Cost of revenues
$ ( 16 )
$ 103
Marketing and sales
8
( 176 )
General and administrative
162
363
Research and development
2
78
Total non-cash stock-based compensation
$ 156
$ 368
19. Employee Retirement Plan
In July 2018, the Company
established a 401(k) plan that qualifies as a deferred compensation arrangement under Section 401 of the IRS Code. All eligible employees
over the age of 18 and with 4 months’ service are eligible to participate in the plan. The plan provides for the Company to match
employee contributions up to 5 % of eligible earnings. Company contributions immediately vest. The Company’s matching contribution
expense was $ 0.8 million and $ 1.1 million for the three months ended March 31, 2026 and 2025, respectively.
20. Segment Information and Concentrations
The Company designs and manufactures
a variety of innovative, branded and premium comfort products, including mattresses, pillows, cushions, bases, sheets, and other products.
The Company has one reportable segment that operates an omni-channel distribution strategy which
allows the Company to offer a seamless shopping experience to its customers across multiple sales channels. The Company’s
one segment markets and sells products through its direct-to-consumer e-commerce channels, retail brick-and-mortar wholesale partners,
Purple showrooms, and third-party online retailers.
The accounting policies for
the Company’s one segment are the same as those described in Note 2 – Summary of Significant Accounting Policies . The
CODM assesses performance for the segment and decides how to allocate resources based on consolidated net income or loss as reported in
the consolidated statement of operations. The measure of segment assets is reported on the consolidated balance sheets as total consolidated
assets. The Company does not have intra-entity sales or transfers.
The CODM uses consolidated
net loss to evaluate earnings generated from segment assets (return on assets) in deciding whether to reinvest profits into its single
reportable segment or into other parts of the entity, such as for acquisitions. Consolidated net loss is also used to monitor budget versus
actual results. The monitoring of budgeted versus actual results are used in assessing the segment’s performance and in establishing
management’s compensation.
25
PURPLE INNOVATION, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following table summarizes segment revenue,
significant segment expenses, other segment items and segment profit or loss (in thousands):
Three Months Ended
March 31,
2026
2025
Revenues, net
$ 95,730
$ 104,171
Reductions (additions):
Cost of revenues
60,535
62,207
Cost of revenues – restructuring related charges
—
918
Advertising expense
11,342
14,602
Marketing sales expense
5,132
7,187
Wholesale marketing and sales expense
4,932
4,323
Showrooms marketing and sales expense
10,151
10,514
General and administrative expense
18,033
14,487
Research and development expense
2,448
2,452
Restructuring, impairment and other related charges
—
1,960
Other segment items, net (1)
13,686
4,646
Income tax expense
47
41
Net loss attributable to noncontrolling interest
( 35 )
( 29 )
Net reductions
126,271
123,308
Segment net loss
$ ( 30,541 )
$ ( 19,137 )
(1) Other segment items, net include interest expense, other (income) expense, net, loss on extinguishment of debt, and change in fair value of warrant liabilities.
The Company classifies products
into two major categories: sleep products and other. Sleep products include mattresses, platforms, adjustable bases, mattress protectors,
pillows and sheets. Other products include cushions and various other products. In the three months ended March 31, 2026 and 2025 sales
of other products accounted for less than 3.0 % of net revenues.
The Company defines international
revenues as sales to customers located outside of the United States. In the three months ended March 31, 2026 and 2025 international customers
accounted for less than 1.0 % of net revenues.
The Company had one individual
customer that accounted for approximately 40.8 % and 36.0 % of accounts receivable at March 31, 2026 and 2025, respectively, and approximately
8.3 % and 11.9 % of net revenue during the three months ended March 31, 2026 and 2025, respectively.
The Company currently obtains
materials and components used in production from outside sources. As a result, the Company is dependent upon suppliers that in some instances,
are the sole source of supply. The Company is continuing efforts to dual-source key components. The failure of one or more of the Company’s
suppliers to provide materials or components on a timely basis could significantly impact the results of operations. The Company believes
that it can obtain these raw materials and components from other sources of supply in the ordinary course of business, although an unexpected
loss of supply over a short period of time may not allow for the replacement of these sources in the ordinary course of business.
The Company maintains its
cash balances in financial institutions based in the United States that are insured by the Federal Deposit Insurance Corporation (FDIC)
up to $ 250,000 for each financial institution per entity. At times, the Company’s cash balance deposited at financial institutions
exceed the federally insured deposit limits. The Company has not experienced any losses in such accounts and believes it is not exposed
to any significant credit risk related to these deposits.
26