lululemon athletica (LULU) 10-K risk factor changes: FY2025 vs FY2024

Our business, financial condition, or results of operations could be materially adversely affected as a result of any of [added: the progression, resultant effects, or outcome of] these risks.*

Our success depends on our ability to maintain [removed: the] [added: our brand] value and [removed: reputation of our brand.][added: reputation.]

The lululemon name is integral to our business [removed: as well as to the implementation of] [added: and] our expansion strategies.

Maintaining, promoting, and positioning our brand will depend largely on the success of our marketing and merchandising efforts and our ability to provide a consistent, [removed: high quality] [added: high-quality] product, and guest experience.

[removed: As we grow, our] [added: Our] brand positioning, products, and marketing efforts may not be considered distinct, culturally relevant, or desirable to guests, employees, and other stakeholders.

Our brand and reputation could be adversely affected [removed: if we fail to achieve these objectives, if our public image was to be tarnished] by negative publicity, [removed: which could be amplified by social media,] if we fail to deliver innovative and [removed: high quality] [added: high-quality] products acceptable to our guests, or if we face or mishandle a product [removed: recall.][added: recall, which could be amplified by social media.]

Our reputation could also be impacted by adverse publicity, whether or not valid, regarding allegations that we, or persons [removed: associated with us] [added: currently] or [removed: formerly] [added: previously] associated with us, have violated [removed: applicable] laws or regulations, including but not limited to those related to safety, employment, discrimination, harassment, whistle-blowing, privacy, corporate citizenship, improper business practices, or cybersecurity.

[removed: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)][added: [Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)]

[removed: We compete directly against global as well as regional and country-specific wholesalers and direct] retailers of athletic apparel, including large, diversified apparel companies with substantial market share, and established companies expanding their production and marketing of technical athletic apparel, as well as against smaller retailers and those specifically focused on women's athletic apparel.

We may fail to acknowledge or react appropriately to the entry or growth of a viable competitor or disruptive force, and could struggle to continue to innovate, differentiate, and sustain the [removed: growth] [added: value] of our brand.

In addition, because we hold limited patents and exclusive intellectual property rights in the technology, fabrics or processes underlying our products, our current and future competitors are able to manufacture and sell products with performance characteristics, fabrication techniques, and styling similar to [removed: our products.][added: ours.]

Our success depends on our ability to identify and originate product trends as well as to anticipate and react to changing consumer [removed: demands in] [added: preferences on] a timely [removed: manner.][added: basis and effectively.]

[removed: All of our] [added: Our] products are subject to changing consumer preferences that cannot be [removed: predicted] [added: anticipated] with certainty.

If we are unable to introduce new products or [removed: novel] technologies [removed: in] [added: on] a timely [removed: manner] [added: basis,] or [added: if] our new [removed: products or technologies] [added: offerings] are not accepted by [removed: our] guests, [removed: our] competitors may introduce similar products [removed: in a] more [removed: timely fashion,] [added: quickly,] which could [removed: hurt] [added: undermine] our goal to be viewed as a leader in technical athletic apparel innovation.

Our new products may not [removed: receive] [added: meet] consumer [removed: acceptance as] [added: needs and] consumer preferences could shift rapidly to different types of athletic apparel or away from [removed: these] [added: the] types of products [added: we make] altogether, and our future success depends in part on our ability to anticipate and respond to these changes.

Our failure to anticipate and respond [removed: in a timely manner] [added: effectively] to changing consumer preferences could lead to, among other things, lower [removed: sales] [added: sales, lower margins,] and excess inventory levels.

We may not have or successfully leverage [removed: the] relevant data to effectively understand and react to consumer preferences and expectations.

We have occasionally received, and may in the future receive, [added: product] shipments [removed: of products] that fail to comply with our [removed: technical] specifications or [removed: that fail to] conform to our quality [removed: control] standards.

We have also received, and may in the future receive, products that are otherwise unacceptable to us or our [removed: guests.][added: guests, including if they fail to meet quality, performance, and fit expectations.]

Additionally, if the unacceptability of our products is not discovered until after such products are sold, our guests could lose confidence in our [removed: products or] [added: products,] we could face a product [removed: recall] [added: recall, we could have regulatory exposure,] and our results of operations could suffer and our business, reputation, and brand could be harmed.

The [removed: complex] hardware previously sold by our lululemon Studio subsidiary, as well as [removed: the] services currently offered, can be affected by design and manufacturing defects.

Any defects could make our products [removed: and services] unsafe and create a risk of [removed: environmental or] property damage or personal [removed: injury and we may become subject to the hazards and uncertainties of product liability claims and related litigation.][added: injury.]

The occurrence of real or perceived defects in any of our products, now or in the future, could result in [removed: additional] negative publicity, regulatory investigations, or lawsuits filed against [removed: us, particularly if guests or others who use or purchase our lululemon Studio products][added: us.]

Our business is subject to [removed: significant] pressure on costs and pricing caused by many factors, including [added: tariffs,] intense competition, constrained sourcing [removed: capacity and related] [added: capacity,] inflationary pressure, the availability of qualified labor and wage inflation, [added: pricing] pressure from [removed: consumers to reduce the prices we charge for our products,] [added: consumers,] and changes in consumer demand.

These and other factors have, and may in the future, cause us to experience increased costs, reduce our [added: selling] prices [removed: to consumers] or experience reduced sales in response to increased prices, any of which could cause our operating margin to decline if we are unable to offset these factors with reductions in operating costs and could have a material adverse effect on our financial condition, operating results, and cash flows.

To ensure adequate inventory supply, we [removed: must] forecast inventory needs and place orders with our manufacturers based on [removed: our] estimates of future [removed: demand for particular products.][added: demand.]

Our ability to [removed: accurately] forecast demand for our products could be affected by many factors, including an increase or decrease in [removed: guest] demand for our [removed: products] or [removed: for products of] our [removed: competitors,] [added: competitors' products,] our failure to accurately forecast guest acceptance of new products, product introductions by competitors, unanticipated changes in [removed: general] market conditions (for example, because of global economic [removed: concerns] [added: conditions] such as inflation, an economic downturn, or [removed: delays and disruptions resulting from] local and international shipping delays and labor shortages), and weakening of economic conditions or consumer confidence in future economic conditions (for example, because of inflationary pressures, or because of sanctions, restrictions, and other responses related to geopolitical events).

If we fail to accurately forecast guest demand, we may experience excess inventory levels or a shortage of products available for [removed: sale in our stores or for delivery to guests.][added: sale.]

Inventory levels in excess of [removed: guest] demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would cause our gross margin to suffer and could impair the strength and exclusivity of our brand.

Conversely, if we underestimate [removed: guest demand for our products,] [added: demand,] our manufacturers may not be able to deliver products to meet our requirements, and this could result in damage to our reputation and guest relationships.

In connection with our expansion [removed: efforts] [added: efforts,] we may encounter obstacles we did not face in the Americas, including cultural and linguistic differences, differences in regulatory environments, labor practices and market practices, difficulties in keeping abreast of market, business and technical developments, and international guests' tastes and preferences.

In addition, our [removed: continued] growth depends in part on our ability to expand [removed: our] product categories and introduce new product lines.

[removed: Selling] [added: Successfully selling] new product categories and lines will require [removed: our management to test] [added: developing] and [removed: develop] [added: testing] different [removed: strategies in order to be successful.][added: strategies.]

[removed: Our management] [added: We] may not have the experience of selling in these new product categories and we may not be able to grow [removed: our business] as planned.

For example, [removed: in July 2020,] we acquired [removed: MIRROR,] [added: MIRROR in 2020,] which was rebranded as lululemon Studio, and in 2023, we discontinued selling its hardware and offering its digital app-only subscription.

We may experience difficulties in obtaining sufficient raw materials and manufacturing [removed: capacity to produce our products,] [added: capacity,] as well as delays in production and shipments, as our products are subject to risks associated with overseas sourcing and manufacturing.

We could be required to continue to expand our sales and marketing, product development and distribution functions, to upgrade our [removed: management] information systems and other processes and technology, and to obtain more space for our expanding workforce.

[removed: This expansion] [added: Expansion] could increase the strain on our resources, and we could experience operating difficulties, including [removed: difficulties] in hiring, training, and managing an increasing number of employees.

These difficulties could result in the erosion of our brand image [removed: which could have] [added: and] a material adverse effect on our financial condition.

We operate a combination of physical retail locations and e-commerce services via our websites, other region-specific websites, [removed: digital] [added: third-party online] marketplaces, and mobile apps.

We compete directly against global as well as regional and country-specific wholesalers and direct

Our brand presence and visibility in certain markets may encourage some guests to try or migrate to emerging competitors.

Even when these products infringe our intellectual property rights, we may not be able to identify all infringing parties, enforce our rights effectively, or obtain timely and meaningful relief.

If "dupe" or imitation products proliferate, whether through traditional retail channels or social media-driven trends, and lead consumers to perceive less differentiation between our products and lower-priced alternatives, our ability to maintain our brand premium, drive net revenue growth, and sustain our profitability could be adversely affected.

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

Also, the loss of services of any of these key individuals, or any negative public perception with respect to

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

Our Chief Executive Officer stepped down effective January 31, 2026, and we appointed interim co-Chief Executive Officers to lead during a transition period while we conduct a search for a permanent Chief Executive Officer.

In addition, we have had other recent changes at the senior executive level.

These changes may create uncertainty and divert management’s attention and resources.

We may not identify or attract a permanent successor on a timely basis, and a prolonged search could extend uncertainty and heighten the risks described in this paragraph.

Our interim leadership model may not align with expectations of employees, vendor partners, or other external stakeholders, and could negatively affect our operations, strategic initiatives, employee engagement, and retention.

These changes may also lead to negative public perception, including among consumers and our brand community.

Any resulting disruption could have a material adverse impact on our business, financial performance, or the market price of our stock.

The rapid rise of artificial intelligence ("AI")‑enabled shopping tools may reduce our control over consumer decision‑making and brand loyalty, as third‑party AI platforms increasingly influence product discovery and purchases on behalf of customers.

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

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

Changes to U.S. tariff and customs policy, including the elimination of the de minimis exemption, have and may further materially increase product costs and negatively affect margins.

As a result of the increased tariffs since April 2025, the cost of inventory in the United States has increased.

The United States also eliminated the de minimis duty-free exemption for certain shipments effective May 2, 2025, and an Executive Order extends this elimination globally beginning August 29, 2025, with legislation enacted to repeal the statutory exemption entirely by July 1, 2027.

The countries from which we source the majority of our products are now subject to higher tariffs on imports into the United States.

Further, the majority of our sales to U.S. e-commerce guests are currently fulfilled from distribution centers in Canada, and historically a significant proportion of these orders qualified for the de minimis exemption.

The removal of this exemption increases the cost of fulfilling those orders.

As a result, more shipments are now subject to duties, taxes, and customs procedures, which increased product costs during 2025, and which we expect to continue into 2026 and beyond.

We are taking steps designed to mitigate some of the financial impact, although we expect the tariff and de minimis changes to adversely affect product costs, gross profit, and income from operations.

On February 20, 2026, the U.S. Supreme Court invalidated tariffs imposed under the International Emergency Economic Power Act and immediately after, the U.S. Administration initiated new tariffs at different rates under alternative legislative powers, which increases the uncertainty around tariffs.

There has been significant volatility in U.S. tariff and customs policy recently, with frequent changes in rates, sudden elimination or reinstatement of exemptions, shifts in implementation dates, and reversals of prior actions.

In addition, there is uncertainty around how tariff rules will be applied to goods routed through third countries (transshipment) and potential changes to the valuation methodology used to calculate duty, including the first sale declaration program in the United States.

Changes in tariff and customs policy and legislation could affect the level of duties imposed and our overall product costs.

This volatility makes it more difficult to forecast costs, plan our global supply chain, and provide reliable financial guidance.

Policy changes often require rapid operational adjustments that can increase costs and reduce efficiency.

Announcements of tariff and custom changes, as well as our disclosures of their potential impacts, have at times contributed to fluctuations in our stock price.

We expect such volatility and uncertainty to continue, posing ongoing challenges to our operations, financial planning, and investor communications.

Macroeconomic volatility, inflationary pressures, and shifts in consumer sentiment may reduce demand for our products.

Our performance depends on consumers’ willingness and ability to purchase discretionary products.

That willingness can be affected by general economic conditions and uncertainty regarding the overall future environment, tariffs, inflation, changes in interest rates, foreign exchange fluctuations, energy and fuel costs, employment levels, consumer debt, housing market trends, commodity price volatility, and tax policy changes.

Geopolitical instability, public health crises, and other macroeconomic events can also weaken consumer confidence.

In 2025, we experienced lower store traffic in the Americas, partially reflective of inflationary pressures and economic uncertainty weighing on discretionary spending.

Prolonged or worsening macroeconomic volatility could reduce demand, impair our ability to achieve growth targets, and materially impact our net revenue, margins, and cash flows.

Global political and economic instability, including geopolitical conflicts and political polarization, could disrupt our operations and increase costs.

We rely on social media, as one of our marketing strategies, to have a positive impact on both our brand value and reputation.

The increasing dominance and presence of our brand may also drive guests towards alternative emerging competitors.

are injured.

Even if injuries are not the result of any defects, if they are perceived to be, we may incur expenses to defend or settle any claims and our brand and reputation may be harmed.

We also lease the majority of our distribution centers and our inability to secure appropriate real estate or lease terms could impact our ability to deliver our products to the market.

Our failure to comply with these laws subjects us to potential regulatory enforcement activity, fines, private litigation including class actions, and other costs.

We have limited back-up systems and redundancies, and our technology systems and websites have experienced system failures and electrical outages in the past which have disrupted our operations.

Increasingly, customers are using tablets and smart phones to shop online with us and with our competitors and to do comparison shopping.

We are increasingly using social media and proprietary mobile apps to interact with our customers and as a means to enhance their shopping experience.

We rely on international suppliers and any significant disruption to our supply chain could impair our ability to procure or distribute our products.

Increases in the cost of raw materials, including petroleum or the prices we pay

Increasing labor costs and other factors associated with the production of our products in South Asia and South East Asia could increase the costs to produce our products.

There is increasing concern that a gradual rise in global average temperatures due to increased concentration of carbon dioxide and other greenhouse gases in the atmosphere will cause significant changes in weather patterns around the globe, an increase in the frequency, severity, and duration of extreme weather conditions and natural disasters, and water scarcity and poor water quality.

These events could adversely impact the cultivation of cotton, which is a key resource in the production of our products, disrupt the operation of our supply chain and the productivity of our contract manufacturers, increase our production costs, impose capacity restraints and impact the types of apparel products that consumers purchase.

These events could also compound adverse economic conditions and impact consumer confidence and discretionary spending.

As a result, the effects of climate change could have a long-term adverse impact on our business and results of operations.

In many countries, governmental bodies are enacting new or additional legislation and regulations to reduce or mitigate the potential impacts of climate change.

If we, our suppliers, or our contract manufacturers are required to comply with these laws and regulations, or if we choose to take voluntary steps to reduce or mitigate our impact on climate change, we may experience increased costs for energy, production, transportation, and raw materials, increased capital expenditures, or increased insurance premiums and deductibles, which could adversely impact our operations.

Inconsistency of legislation and regulations among jurisdictions may also affect the costs of compliance with such laws and regulations.

Any assessment of the potential impact of future climate change legislation, regulations or industry standards, as well as any international treaties and accords, is uncertain given the wide scope of potential regulatory change in the countries in which we operate.

Increased scrutiny from investors and others regarding our environmental, social, governance, or sustainability responsibilities could result in additional costs or risks and adversely impact our reputation, employee retention, and willingness of customers and suppliers to do business with us.

Investor and political advocacy groups, certain institutional investors, investment funds, other market participants, stockholders, and customers have focused increasingly on the environmental, social and governance ("ESG") practices of companies, including those associated with climate change and social responsibility.

These parties have placed increased importance on the implications of the social cost of their investments and disclosure of their ESG practices.

If our ESG practices do not meet customer, investor, employee, or other stakeholder expectations or do not align with their opinions or values, our brand, reputation, employee retention, and business may be negatively impacted.

Any sustainability or impact report that we publish or other ESG disclosures we make may include our policies, practices, goals, and targets on a variety of social and ethical matters, including corporate governance, environmental compliance, employee health and safety practices,

human capital management, product quality, supply chain management, and workforce inclusion and composition.

It is possible that stakeholders may not be satisfied with our ESG policies, practices, goals, or targets, including how we describe and report our ESG goals, efforts, and practices, and this could reduce demand for our products or lead to regulatory enforcement that could restrict our ability to market and sell our products.

We could also incur additional costs and require additional resources to monitor, report, and comply with various ESG practices.

Also, our failure, or perceived failure, to meet the goals or targets included in any sustainability disclosure could negatively impact our reputation, employee retention, and the willingness of our customers and suppliers to do business with us.

An economic recession, depression, downturn, periods of inflation, or economic uncertainty in our key markets may adversely affect consumer discretionary spending and demand for our products.

Many of our products may be considered discretionary items for consumers.

Some of the factors that may influence consumer spending on discretionary items include general economic conditions, high levels of unemployment, pandemics, higher consumer debt levels, reductions in net worth based on market declines and uncertainty, home foreclosures and reductions in home values, fluctuating interest and foreign currency exchange rates and credit availability, government austerity measures, fluctuating fuel and other energy costs, fluctuating commodity prices, inflationary pressure, tax rates and general uncertainty regarding the overall future economic environment.

Global economic conditions are uncertain and volatile, due in part to the potential impacts of increasing inflation, the potential impacts of geopolitical uncertainties, and any potential sanctions, restrictions or responses to those conditions.

For example, the PRC market presents a number of risks, including changes in laws and regulations, currency fluctuations, increased competition, and changes in economic conditions, including the risk of an economic downturn or recession, trade embargoes, restrictions or other barriers, as well as other conditions that may adversely impact consumer spending, any of which could cause us to fail to achieve anticipated growth.

As global economic conditions continue to be volatile or economic uncertainty remains, trends in consumer discretionary spending also remain unpredictable and subject to reductions due to credit constraints and uncertainties about the future.

Unfavorable economic conditions may lead consumers to delay or reduce purchases of our products.

Consumer demand for our products may not reach our targets, or may decline, when there is an economic downturn or economic uncertainty in our key markets.

Our sensitivity to economic cycles and any related fluctuation in consumer demand may have a material adverse effect on our financial condition.

Global economic and political conditions could adversely impact our results of operations.

Uncertain or challenging global economic and political conditions could impact our performance, including our ability to successfully expand internationally.

[removed: Management's discussion] [added: This Management’s Discussion] and [removed: analysis] [added: Analysis] of [removed: financial condition] [added: Financial Condition] and [removed: results] [added: Results] of [removed: operations] [added: Operations ("MD&A")] is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K.

- [Financial Highlights and Market Conditions and [removed: Trends](#i505a98d732784ef7bc3d428e74b399a9_82)][added: Trends](#iead73b9582f846b0ad5274a024cd3ff0_82)]

- [Results of [removed: Operations](#i505a98d732784ef7bc3d428e74b399a9_85)][added: Operations](#iead73b9582f846b0ad5274a024cd3ff0_88)]

[removed: - [Comparison] [added: Comparison] of [removed: 2024] [added: 2025] to [removed: 2023](#i505a98d732784ef7bc3d428e74b399a9_88)][added: 2024]

- [Comparable Sales and Sales Per Square [removed: Foot](#i505a98d732784ef7bc3d428e74b399a9_94)][added: Foot](#iead73b9582f846b0ad5274a024cd3ff0_97)]

- [Non-GAAP Financial [removed: Measures](#i505a98d732784ef7bc3d428e74b399a9_97)][added: Measures](#iead73b9582f846b0ad5274a024cd3ff0_100)]

- [Liquidity and Capital [removed: Resources](#i505a98d732784ef7bc3d428e74b399a9_100)][added: Resources](#iead73b9582f846b0ad5274a024cd3ff0_106)]

- [Contractual Obligations and [removed: Commitments](#i505a98d732784ef7bc3d428e74b399a9_106)][added: Commitments](#iead73b9582f846b0ad5274a024cd3ff0_112)]

- [Critical Accounting Policies and [removed: Estimates](#i505a98d732784ef7bc3d428e74b399a9_109)][added: Estimates](#iead73b9582f846b0ad5274a024cd3ff0_115)]

Fiscal [added: 2025 was a 52-week year and fiscal] 2024 was a 53-week year.

This discussion and analysis contains forward-looking statements based on current expectations that involve risks, uncertainties and assumptions, such as our plans, objectives, expectations, and intentions included in the "Special Note Regarding Forward-Looking Statements." Our actual results and the timing of events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those described [removed: in the] [added: under] "Item 1A.

Refer to the Comparable Sales and Sales Per Square Foot section of this [removed: management's discussion and analysis of financial condition and results of operations] [added: MD&A] for further information.

Refer to the Non-GAAP Financial Measures section of this [removed: management's discussion and analysis of financial condition and results of operations] [added: MD&A] for reconciliations between the [removed: adjusted] non-GAAP financial measures and the most directly comparable measures calculated in accordance with GAAP.

[removed: In China Mainland,] [added: Net] revenue [removed: increased 41%, and] in [added: China Mainland and] Rest of [removed: World, revenue grew 27%.][added: World increased 29% and 16%, and comparable sales increased 20% and 9%, respectively.]

By [added: product] category, we saw a [removed: 9%] [added: 5%] increase in women's, [removed: 14%] [added: 4%] growth in men's, and an [removed: 10%] [added: 8%] increase in [added: accessories and] other categories.

We expanded our retail presence by adding [removed: 56] [added: 44] net new company-operated stores, contributing to [removed: a 14%] [added: an 11%] increase in square footage.

[removed: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)][added: [Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)]

Company-operated store net revenue increased [removed: 14%] [added: 1%] and e-commerce net revenue increased [removed: 6%.][added: 8%.]

- Net revenue increased [removed: 10%] [added: 5%] to [removed: $10.6] [added: $11.1] billion.

–Americas comparable sales decreased [removed: 1%.][added: 3%.]

–China Mainland comparable sales increased [removed: 25%,] [added: 20%,] or [removed: 27%] [added: 19%] on a constant dollar basis.

–Rest of World comparable sales increased [removed: 19%,] [added: 9%,] or [removed: 20%] [added: 7%] on a constant dollar basis.

- Gross profit [removed: increased 12% to] [added: was consistent at] $6.3 billion.

[removed: -] [added: |] Gross margin [removed: increased 90] [added: | | | | | | 54.4 | | % | | | | 55.1 | | % | | | | (70)] basis points [removed: to 59.2%.][added: | | | | | | | | |]

- Income from operations [removed: increased 17%] [added: decreased 12%] to [removed: $2.5] [added: $2.2] billion.

- Operating margin [removed: increased 150] [added: decreased 380] basis points to [removed: 23.7%.][added: 19.9%.]

- Income tax expense [removed: increased 22%] [added: decreased 13%] to [removed: $761.5] [added: $659.8] million.

Our effective tax rate for [removed: 2024] [added: 2025] was [removed: 29.6%] [added: 29.5%] compared to [removed: 28.8%] [added: 29.6%] for [removed: 2023.][added: 2024.]

- Diluted earnings per share were [removed: $14.64] [added: $13.26] for [removed: 2024] [added: 2025] compared to [removed: $12.20] [added: $14.64] in [removed: 2023.][added: 2024.]

We expect [removed: future] [added: ongoing] exchange rate volatility to [removed: impact] [added: continue affecting] our [added: financial] results.

| Net revenue | | | | | | $ | [removed: 10,588,126] [added: 11,102,600] | | | | | $ | [removed: 9,619,278] [added: 10,588,126] | | | | | 100.0 | | % | | | | 100.0 | | % |

| Cost of goods sold | | | | | | [removed: 4,317,315] [added: 4,818,468] | | | | | | [removed: 4,009,873] [added: 4,317,315] | | | | | | [removed: 40.8] [added: 43.4] | | | | | | [removed: 41.7] [added: 40.8] | | |

| Gross profit | | | | | | [removed: 6,270,811] [added: 6,284,132] | | | | | | [removed: 5,609,405] [added: 6,270,811] | | | | | | [removed: 59.2] [added: 56.6] | | | | | | [removed: 58.3] [added: 59.2] | | |

| Selling, general and administrative expenses | | | | | | [removed: 3,762,379] [added: 4,066,556] | | | | | | [removed: 3,397,218] [added: 3,762,379] | | | | | | [removed: 35.5] [added: 36.6] | | | | | | [removed: 35.3] [added: 35.5] | | |

| Amortization of intangible assets | | | | | | [removed: 2,735] [added: 6,961] | | | | | | [removed: 5,010] [added: 2,735] | | | | | | [removed: —] [added: 0.1] | | | | | | [removed: 0.1] [added: —] | | |

| Income from operations | | | | | | [removed: 2,505,697] [added: 2,210,615] | | | | | | [removed: 2,132,676] [added: 2,505,697] | | | | | | [removed: 23.7] [added: 19.9] | | | | | | [removed: 22.2] [added: 23.7] | | |

| Other income (expense), net | | | | | | [removed: 70,380] [added: 28,352] | | | | | | [removed: 43,059] [added: 70,380] | | | | | | [removed: 0.7] [added: 0.3] | | | | | | [removed: 0.4] [added: 0.7] | | |

| Income before income tax expense | | | | | | [removed: 2,576,077] [added: 2,238,967] | | | | | | [removed: 2,175,735] [added: 2,576,077] | | | | | | [removed: 24.3] [added: 20.2] | | | | | | [removed: 22.6] [added: 24.3] | | |

| Income tax expense | | | | | | [removed: 761,461] [added: 659,784] | | | | | | [removed: 625,545] [added: 761,461] | | | | | | [removed: 7.2] [added: 5.9] | | | | | | [removed: 6.5] [added: 7.2] | | |

| Net income | | | | | | $ | [removed: 1,814,616] [added: 1,579,183] | | | | | $ | [removed: 1,550,190] [added: 1,814,616] | | | | | [removed: 17.1] [added: 14.2] | | % | | | | [removed: 16.1] [added: 17.1] | | % |

Components of this MD&A include:

- [Overview](#iead73b9582f846b0ad5274a024cd3ff0_79)

- [Liquidity Outlook](#iead73b9582f846b0ad5274a024cd3ff0_109)

Net revenue for 2024 includes results from the 53rd week; however, comparable sales are calculated on a one-week shifted basis such that the 52 weeks ended February 1, 2026 are compared to the 52 weeks ended February 2, 2025 rather than January 26, 2025.

Risk Factors" of this report.

These statements speak only as of the date of this report, and we do not undertake to update them, except as required by law.

In 2025, we delivered net revenue growth of 5%, with a 22% increase in our international regions offsetting a decrease of 1% in the Americas.

Our international revenue growth was driven by a 29% increase in China Mainland, and a 16% increase in Rest of World.

Operating margin decreased 380 basis points and diluted earnings per share decreased by 9%, mainly due to the impact from increased tariff rates in the United States, and the removal of the de minimis provision.

We have taken mitigating actions, including selective price increases and vendor negotiations; however, we do not expect these actions to fully offset these incremental costs, and we believe tariffs and de minimis changes will continue to adversely affect gross margin and income from operations in 2026.

See "Import Tariffs" below for additional information.

Over the course of 2025, we repurchased 5.0 million shares for $1.2 billion, and in December 2025, our board of directors approved a $1.0 billion increase to our stock repurchase authorization.

Priorities and actions

We have experienced declining revenue trends in North America and have developed an action plan to drive improvement in this region, while maintaining revenue growth in our international businesses.

Our action plan is structured around three strategic pillars: product creation, product activation, and enterprise efficiency.

*Product Creation*

The goal of our Product Creation pillar is to ensure we deliver the product that our guests expect from lululemon.

We are leveraging our Science of Feel principles across our performance and lifestyle assortments.

Work streams within this pillar include:

- Increasing the frequency and breadth of new styles.

In 2025 new styles included Daydrift, Be Calm, Big Cozy, and Mile Maker.

We are working to reinvigorate several of our key franchises including Scuba, Dance Studio, and ABC, while also maintaining a strong pipeline of new innovations across our performance offering.

- Improving our speed to market.

We are executing initiatives intended to reduce our product development timelines, which we believe may support more timely introduction of new styles and innovation.

In addition, we have been enhancing our chase capabilities, with the objective of enabling more responsive replenishment of select strong‑performing styles.

*Product Activation*

The aim of the Product Activation pillar is to ensure we are bringing our product to life for our guest in new and compelling ways across all channels.

Work streams within this pillar include:

- Improving the in-store experience by maximizing the impact of our assortments through individual item count reduction, improving in-store storytelling by shifting product adjacencies, and enhancing visual merchandising.

- Improving the digital experience through continued enhancements to our website to elevate the guest experience and improve storytelling with the goal to increase conversion.

- Continued investment in integrated marketing with a plan focused on driving awareness and excitement for product newness and innovation across our performance and lifestyle assortments.

We are leveraging our ambassadors as well as carefully sourced creators, with a focus on engaging guests through social channels and community activations.

*Enterprise Efficiency*

We continue to take actions in both the near and longer term to ensure we are operating as efficiently as possible.

These actions help mitigate the cost of increased tariffs and current revenue trends in the Americas.

These include enterprise-wide operating efficiency and cost-saving initiatives, selective price increases, and supply chain initiatives.

The summary below compares 2025 to 2024:

- Comparable sales increased 2%.

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

Segment Trends

Components of management's discussion and analysis of financial condition and results of operations include:

- [Overview](#i505a98d732784ef7bc3d428e74b399a9_79)

- [Liquidity Outlook](#i505a98d732784ef7bc3d428e74b399a9_103)

Net revenue includes results from the 53rd week; however, comparable sales exclude the 53rd week.

Fiscal 2023 was a 52-week year.

Risk Factors" section and elsewhere in this Annual Report on Form 10-K.

We provide constant dollar changes and adjusted financial results which exclude certain inventory provisions, asset impairments, and restructuring costs recognized in relation to lululemon Studio and their related tax effects.

The constant dollar changes and adjusted financial results are non-GAAP financial measures, and we provide them as supplemental information that enable evaluation of the underlying trend in our operating performance, and enable a comparison to our historical financial information.

Fiscal 2024 was another year of growth for lululemon.

Net revenue increased 10%, operating margin expanded 150 basis points, or 50 basis points on an adjusted basis, and diluted earnings per share grew 20%, or 15% on an adjusted basis.

Our teams continued to execute against our Power of Three ×2 growth plan and the compound annual growth rate in net revenue was 19% between fiscal 2021 and 2024.

We saw growth across our regions, merchandise categories, and channels as we continue to engage with guests and provide them with innovative products that help enable their wellness journey.

In the Americas, revenue grew 4% driven by strength in Canada.

In the United States, we have been working to increase the level of seasonal newness within our assortment mix.

These metrics include our stores in Mexico which we now operate directly, the result of the acquisition of the Mexico operations from our license and

supply partner in September 2024.

We repurchased 5.1 million shares for $1.6 billion in 2024, and our board of directors approved increases in our stock repurchase authorization totaling $2.0 billion during 2024.

Brand Campaigns and Activations

Deepening our relationship with existing guests while also bringing new guests into the lululemon brand remains an important priority for us.

We believe our unaided brand awareness is relatively low across most of the regions where we operate.

In 2024, we brought several activations to life aimed at increasing loyalty with existing guests while, at the same time, attracting new guests into our brand.

Our partnership with the Canadian Olympic Committee and Canadian Paralympic Committee was on full display during the Paris Olympics, as we outfitted the athletes for their off-field activities.

In the Americas, we continued to grow our membership program and began offering new benefits including our Partner Perks program which provides members with exclusive experiences and perks from select partner brands.

In China Mainland, we expanded our Summer Sweat Games to over 70 stores across nearly 40 cities and for World Mental Health Day, we hosted activities in nine cities across China Mainland, anchored by our event along the West Bund in Shanghai.

We also extended our World Mental Health Day activations to additional countries, including South Korea, Germany, the United Kingdom, and the United States.

In 2024, we also welcomed additional new ambassadors to the brand, including six-time PGA tour winner Max Homa, Chinese director, actress, and screenwriter Jia Ling, and Frances Tiafoe our newest tennis ambassador.

Product Innovation

We continue to seek to create product that solves the unmet needs of our guests.

We believe our technical product is a key competitive advantage for us, and our positioning as a premium athletic brand, with high style and high performance product, helps differentiate us from our peers.

In 2024, we remained focused on our core activities of yoga, run, and train and also our newer "play" activities including golf and tennis.

In women's, Align, Define, and Scuba continued to be key product franchises for us, and towards the end of the year, we launched our Daydrift trouser; a refined, casual pant to be worn all day into night.

For men, guests continued to respond to our lounge franchises including Steady State, Soft Jersey, and Smooth Spacer, and our performance franchises including Pacebreaker and Zeroed In.

In footwear, we expanded our offering with new casual and performance styles including our first collection for men.

And in accessories, we continued to bring innovation across our offering of bags, which drove good response from our guests.

The summary below compares 2024 to 2023 and provides both GAAP and non-GAAP financial measures.

The adjusted financial measures for 2023 exclude $72.1 million of post-tax asset impairment and other charges recognized in relation to lululemon Studio.

There were no adjusted financial measures for 2024.

On a constant dollar basis, net revenue increased 11%.

- Comparable sales, which excludes net revenue from the 53rd week of 2024, increased 4%.

Adjusted gross profit increased 11%.

Therefore, the net revenue, expenses, assets, and liabilities of [added: our international subsidiaries are translated from their functional currencies into U.S. dollars.]

[removed: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)][added: [Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)]

As a result of the fluctuation in exchange rates compared to the U.S. dollar our revenue was [removed: $75.3] [added: $27.6] million [removed: lower] [added: higher] in [removed: 2024] [added: 2025] in comparison to [removed: 2023.][added: 2024.]

During [removed: 2024,] [added: 2025,] the impact to other comprehensive loss of translation of our Canadian subsidiaries was [removed: an increase] [added: a reduction] in the loss of [removed: $134.8] [added: $120.4] million, inclusive of net investment hedge gains.

As of February [removed: 2, 2025,] [added: 1, 2026,] we had certain forward currency contracts outstanding in order to economically hedge the foreign currency revaluation gains and losses recognized by our foreign subsidiaries, including our Canadian and Chinese subsidiaries, on their monetary assets and liabilities denominated in currencies other than their functional currency.

The net fair value of outstanding derivatives as of February [removed: 2, 2025] [added: 1, 2026] was [removed: an asset] [added: a liability] of [removed: $2.2] [added: $5.5] million.

As of February [removed: 2, 2025,] [added: 1, 2026,] a 10% depreciation in the U.S. dollar against the hedged currencies would have resulted in the net fair value of outstanding derivatives depreciating by [removed: $11.0] [added: $23.3] million.

Please refer to Note [removed: 17.][added: 18.]

Our committed revolving credit facility provides us with available borrowings in an amount up to [removed: $400.0] [added: $600.0] million.

As of February [removed: 2, 2025,] [added: 1, 2026,] we held cash and cash equivalents of [removed: $2.0] [added: $1.8] billion.

We have not experienced [removed: any] [added: material] losses related to these items, and [added: based on information available,] we [added: do not] believe credit risk [removed: to be minimal.][added: exposure is significant.]

We seek to minimize our credit risk by entering into transactions with [removed: investment grade credit worthy] [added: investment-grade, creditworthy,] and reputable financial [removed: institutions and] [added: institutions,] by monitoring [removed: the] [added: their] credit [removed: standing of the financial institutions with whom we transact.][added: standing, and by limiting exposure to any one counterparty.]

[removed: Inflationary pressures] [added: Inflation] could also reduce consumer [added: discretionary] spending and [added: negatively] impact the demand for our products.

The net fair value of our outstanding forward currency contracts declined as of February 1, 2026 compared to February 2, 2025 primarily due to foreign currency exchange rate movement on the derivative financial instruments.

As of February 1, 2026, there were no borrowings outstanding under this facility other than letters of credit and guarantee of $6.4 million.

Inflationary pressures, including higher product, transportation, labor and raw material costs, may adversely affect our operating results if we are unable to offset them through pricing or operating efficiencies.

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

our international subsidiaries are translated from their functional currencies into U.S. dollars.

As of February 2, 2025, aside from letters of credit of $6.1 million, there were no borrowings outstanding under these credit facilities.

We seek to limit the amount of exposure with any one counterparty.

Inflationary factors such as increases in the cost of our product, as well as overhead costs and capital expenditures may adversely affect our operating results.

Sustained increases in transportation costs, wages, and raw material costs, or other inflationary pressures in the future may have an adverse effect on our ability to maintain current levels of operating margin if the selling prices of our products do not increase with these increased costs, or we cannot identify cost efficiencies.

[removed: We have a] [added: Our] vision [added: is] to create transformative products and experiences that build meaningful connections, unlocking greater possibility and wellbeing for all.

In this Annual Report on Form 10-K for the fiscal year ended February [removed: 2, 2025,] [added: 1, 2026,] lululemon athletica inc. (together with its subsidiaries) is referred to as "lululemon," "the Company," "we," "us," or "our." We refer to the fiscal year ended February [removed: 2, 2025] [added: 1, 2026] as [removed: "2024,"] [added: "2025,"] the fiscal year ended [removed: January 28, 2024] [added: February 2, 2025] as [removed: "2023."] [added: "2024."] Our next fiscal year ends on [removed: February 1, 2026] [added: January 31, 2027] and is referred to as [removed: "2025."][added: "2026."]

- [Our [removed: Products](#i505a98d732784ef7bc3d428e74b399a9_19)][added: Products](#iead73b9582f846b0ad5274a024cd3ff0_19)]

- [Our Markets and [removed: Segments](#i505a98d732784ef7bc3d428e74b399a9_22)][added: Segments](#iead73b9582f846b0ad5274a024cd3ff0_22)]

- [Integrated [removed: Marketing](#i505a98d732784ef7bc3d428e74b399a9_25)][added: Marketing](#iead73b9582f846b0ad5274a024cd3ff0_25)]

- [Product Design and [removed: Development](#i505a98d732784ef7bc3d428e74b399a9_28)][added: Development](#iead73b9582f846b0ad5274a024cd3ff0_28)]

- [Sourcing and [removed: Manufacturing](#i505a98d732784ef7bc3d428e74b399a9_31)][added: Manufacturing](#iead73b9582f846b0ad5274a024cd3ff0_31)]

- [Distribution [removed: Facilities](#i505a98d732784ef7bc3d428e74b399a9_34)][added: Facilities](#iead73b9582f846b0ad5274a024cd3ff0_34)]

- [Human [removed: Capital](#i505a98d732784ef7bc3d428e74b399a9_43)][added: Capital](#iead73b9582f846b0ad5274a024cd3ff0_43)]

- [Intellectual [removed: Property](#i505a98d732784ef7bc3d428e74b399a9_46)][added: Property](#iead73b9582f846b0ad5274a024cd3ff0_46)]

- [Securities and Exchange Commission [removed: Filings](#i505a98d732784ef7bc3d428e74b399a9_49)][added: Filings](#iead73b9582f846b0ad5274a024cd3ff0_49)]

[removed: Our apparel assortment includes items such as pants,] [added: - Pants,] shorts, tops, and jackets designed for a healthy lifestyle including [added: athletic activities such as yoga, running, training, and most other activities;]

[removed: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)][added: [Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)]

[removed: We also offer apparel] [added: - Apparel] designed for being on the [removed: move] [added: move;] and [removed: fitness-inspired accessories.]

During [removed: 2024,] [added: 2025,] our [removed: women's range represented 63% of net revenue] [added: women's, men's,] and [removed: our men's range] [added: accessories and other categories] represented [removed: 24%] [added: 63%, 24%, and 13%] of net [removed: revenue.][added: revenue, respectively.]

[added: - *Men's -*] Our [removed: comprehensive] men's [removed: line] [added: range] is a key pillar of our strategic growth plans.

We believe net revenue from our men's range is growing as more guests discover the technical rigor and premium quality of our men's products, and are attracted by our distinctive [removed: brand.][added: brand; and]

[added: - *Accessories and other categories -*] We continue to innovate and introduce new [removed: products for] [added: product categories and expand] our [removed: guests.][added: accessories assortment.]

We operate in [removed: over 25] [added: 30] countries around the world and organize our operations into four regional markets: Americas, China Mainland, Asia Pacific ("APAC"), and Europe and the Middle East ("EMEA").

[removed: ][added: ]

We continue to evolve and integrate our digital and physical channels in order to enrich our interactions [removed: with our guests, and to provide a seamless omni-channel experience.]

- *Buy online [removed: pick-up] [added: pick up] in store* - guests can purchase our products via our website or digital app and then collect that product from a retail location;

We operate a combination of physical retail locations and e-commerce services via our websites, other region-specific websites, [removed: digital] [added: third-party online] marketplaces, and mobile apps.

In [removed: 2024,] [added: 2025,] the net revenue we generated in the Americas represented [removed: 75%] [added: 71%] of our total net revenue.

| Net revenue | | | | | | $ | [removed: 7,928,156] [added: 7,847,044] | | | | | $ | [removed: 7,631,647] [added: 7,928,156] | |

| Net revenue [removed: growth] [added: change] | | | | | | [removed: 3.9] [added: (1.0)] | | % | | | | [removed: 11.9] [added: 3.9] | | % |

Our operations in the Americas are core to our business and we aim to [removed: continue to] [added: maintain and] grow our net revenue in this market through ongoing product innovation [added: by increasing new style penetration, as well as improving our localized assortment by store] and by [removed: building brand awareness.][added: market.]

We also plan to continue to invest in our [added: digital and] omni-channel capabilities, [removed: to open new retail locations, and to] relocate, optimize, and renovate our existing locations [added: to reflect our updated store design,] as [removed: needed.][added: well as strategically expand in certain markets through new store openings.]

We also serve our guests via our e-commerce website www.lululemon.com, our mobile app, our “Like New” re-commerce program, and through certain wholesale arrangements including [added: fitness studios, athletic organizations, corporate sales,] university campus [removed: retailers] [added: retailers,] and other organizations that we partner with to sell co-branded lululemon [removed: products as well as through wholesale arrangements with yoga and fitness studios and other select partners.][added: products.]

On September 10, 2024, we acquired the lululemon branded retail locations and operations [added: in Mexico previously] run by a [removed: third party in Mexico.][added: third-party licensee.]

[removed: We had previously] [added: Under these arrangements we have] granted [removed: the] third [removed: party] [added: parties] the right to operate [added: lululemon branded] retail locations and to sell lululemon products [added: on websites] in [removed: Mexico.][added: specific countries.]

We [removed: opened] [added: have operated in China for over a decade, opening] our first store in China Mainland in fiscal 2014.

In [removed: 2024,] [added: 2025,] the net revenue we generated in China Mainland represented [removed: 13%] [added: 16%] of our total net revenue.

| Net revenue | | | | | | $ | [removed: 1,361,337] [added: 1,754,799] | | | | | $ | [removed: 963,760] [added: 1,361,337] | |

| Net revenue [removed: growth] [added: change] | | | | | | [removed: 41.3] [added: 28.9] | | % | | | | [removed: 67.2] [added: 41.3] | | % |

We have experienced [removed: significant] net revenue growth in China Mainland and believe that as we continue to expand our operations and build our brand awareness, net revenue will continue to increase in this market.

We plan to continue to invest in China Mainland and expect [removed: that] the [removed: majority of our] [added: most] company-operated store openings in [removed: 2025 will] [added: 2026 to] be in this market.

We also serve our guests via our WeChat store and on [removed: third party marketplaces such as T-Mall and JD.com.][added: third-party online marketplaces.]

In [removed: 2024,] [added: 2025,] the net revenue we generated in APAC and EMEA represented [removed: 12%] [added: 13%] of our total net revenue.

| Net revenue | | | | | | $ | [removed: 1,298,633] [added: 1,500,757] | | | | | $ | [removed: 1,023,871] [added: 1,298,633] | |

- [Competition](#iead73b9582f846b0ad5274a024cd3ff0_37)

- [Seasonality](#iead73b9582f846b0ad5274a024cd3ff0_40)

Our apparel assortment includes:

- Fitness-inspired accessories.

Our strategy within these categories include:

- *Women's -* Our women's range remains core to our business, and we continue to innovate in bringing new performance fabrics and styles to attract and retain our guests;

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

with our guests, and to provide a seamless omni-channel experience.

| | | | | | | 2025 | | | | | | 2024 | | |

We continue to build brand awareness through a product activation strategy which is aligned with our new product innovation, including leveraging our ambassadors.

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

| | | | | | | 2025 | | | | | | 2024 | | |

We continue to invest in brand building in our China Mainland segment, and our increased penetration of new product is also expected to drive revenue growth in China Mainland.

| | | | | | | 2025 | | | | | | 2024 | | |

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

| Number of company-operated stores by market | | | | | | February 1, 2026 | | | | | | February 2, 2025 | | |

| Italy | | | | | | 1 | | | | | | — | | |

| Rest of World | | | | | | 163 | | | | | | 154 | | |

We believe this program is a component of our circular ecosystem.

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

certain target markets.

| Turkey | | | | | | 3 | | | | | | — | | |

| Belgium | | | | | | 2 | | | | | | — | | |

| Denmark | | | | | | 1 | | | | | | — | | |

We believe we have an opportunity to expand our brand awareness and familiarity across many activities and categories including yoga, pilates, running, training, golf, and tennis.

The following presents information about our vendor distribution based on cost:

- *Fabrics -* We work with a group of approximately 65 fabric suppliers.

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

companies for fabrics, raw materials, and production.

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

In 2025, we launched Impact Agenda 2030, which sets out our vision, strategy, and set of goals to guide our impact work, and is composed of two pillars - People and Planet.

The People pillar of our Impact Agenda focuses on wellbeing for our employees, supply chain, and community.

Employee Wellbeing

We strive to create a workplace where individuals feel respected and valued, and have the resources and support to grow and thrive.

Our goal is to elevate employee wellbeing through a culture of high performance and high care, which we believe leads to higher employee retention and productivity.

We also see strong engagement across our global employee base for inclusion-focused education and training, which helps us reflect a variety of perspectives and better meet the needs of the communities we serve.

We strive to maintain equal pay within our global employee population, meaning equal pay for equal work by geography.

We have achieved gender pay equity globally and full pay equity in the United States and have continued to maintain it based on periodic analysis.(1)

(1) We define full pay equity as including gender and race.

Our analyses are point-in-time and may vary as workforce composition and roles evolve.

- [Competition](#i505a98d732784ef7bc3d428e74b399a9_37)

- [Seasonality](#i505a98d732784ef7bc3d428e74b399a9_40)

athletic activities such as yoga, running, training, and most other activities.

This includes introducing new product categories and expanding our accessories assortment.

Net revenue from our other product categories represented 13% of net revenue in 2024.

| | | | | | | 2024 | | | | | | 2023 | | |

We also sell to yoga and fitness studios and other select partners.

We believe this program is a step towards a circular eco-system and helps reduce our environmental footprint.

Under these arrangements we have granted certain third parties the right to operate lululemon branded retail locations and to sell lululemon products on websites in specific countries.

| Mexico | | | | | | — | | | | | | 15 | | |

We believe that our brand awareness is relatively low, especially outside of the Americas, and also with men.

The following statistics are based on cost.

We work with a group of approximately 67 suppliers to provide the fabrics for our products.

We own our distribution center in Groveport, Ohio, and lease our other distribution facilities.

Our Impact Agenda sets out our social and environmental goals and strategy across three pillars - Be Human, Be Well, and Be Planet.

Included within our Impact Agenda is a goal to invest a total of $75.0 million to advance equity in well-being by the end of 2025.

As of February 2, 2025, we have invested a total of $71.0 million(1) towards this goal.

The Be Human pillar of our Impact Agenda sets out our focus areas with respect to human capital, including inclusion for all, employee empowerment, and fair labor practices and the well-being of the people who make our products.

Inclusion for All

We are committed to fostering an environment where every individual feels valued and included, recognizing that diverse perspectives drive innovation and enrich our workplace.

We are proud that as of February 2, 2025, approximately 55% of our board of directors, 60% of our senior executive leadership team, and 45% of our vice presidents and above are women, while approximately 75% of our overall workforce are women.

Our primary objective is to cultivate a workforce inspired and informed by the diversity of the communities we serve and where we operate.

We strive to maintain equitable pay, by geography, for comparable work across all our global operations.

We have achieved full pay equity across various demographics in regions where we analyze this data.

We offer all employees education, training, and facilitated discussions on topics such as preventing bias, ensuring equal opportunity, and fostering inclusive leadership behaviors.

We see strong engagement in inclusion-focused education and

(1) We have contributed $71.0 million to lululemon's Centre for Social Impact, $45.5 million of which has been contributed directly to social impact organizations.

The remaining $25.5 million primarily consists of contributions toward a donor-advised fund for future grant making.

training across our global employee base.

Employee Empowerment

We strive to foster a distinctive culture rooted in our core values that attracts and retains passionate and motivated employees who are driven to achieve personal and professional goals.

We believe our people succeed because we create an environment that fosters growth and provides opportunities for all.

Our current offerings support our goal of becoming the number one place where people come to develop and grow as inclusive leaders, and we regularly use feedback to inform opportunities to support this goal.

Fair Labor Practices and the Well-Being of the People who Make our Products

Our Vendor Code of Ethics outlines our commitment to respect human and labor rights, and promote safe and fair working conditions for people in our supply chain.

The code, which is based on international standards, sets the minimum standards for our supplier partners and is a component of our supplier and manufacturer agreements.

Our finished goods and fabric suppliers are assessed against the Vendor Code of Ethics prior to forming a business relationship, and regularly thereafter; we work with factories that can uphold our strict requirements.

Our Foreign Migrant Worker Standard sets out our minimum requirements for what we believe are the appropriate and ethical recruitment, employment, and repatriation of foreign migrant workers.

Our website address is www.lululemon.com.

Please see the legal proceedings described in Note [removed: 21.][added: 22.]

[removed: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)][added: [Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)]

For the fiscal year ended February [removed: 2, 2025][added: 1, 2026]

[removed: ][added: ]

The aggregate market value of the voting stock held by non-affiliates of the registrant on [removed: July 26, 2024] [added: August 1, 2025] was approximately [removed: $26,721,000,000.][added: $17,576,000,000.]

Such aggregate market value was computed by reference to the closing price of the common stock as reported on the Nasdaq Global Select Market on [removed: July 26, 2024.][added: August 1, 2025.]

For purposes of determining this amount only, the registrant has defined affiliates as including the executive officers, directors, and owners of 10% or more of the outstanding voting stock of the registrant on [removed: July 26, 2024.][added: August 1, 2025.]

*Common Stock:* [removed: At] [added: As of] March [removed: 21, 2025] [added: 11, 2026,] there were [removed: 115,521,231] [added: 110,482,671] shares of the registrant's common stock, par value $0.005 per share, outstanding.

*Exchangeable and Special Voting Shares:* [removed: At] [added: As of] March [removed: 21, 2025,] [added: 11, 2026, (1)] there were outstanding 5,115,961 exchangeable shares of Lulu Canadian Holding, Inc., a wholly-owned subsidiary of the registrant.

[removed: In addition, at March 21, 2025,] [added: Exchangeable shares are exchangeable for an equal number of shares of] the [removed: registrant had] [added: registrant's common stock; (2) there were] outstanding 5,115,961 shares of special voting stock, through which the holders of exchangeable shares of Lulu Canadian Holding, Inc. may exercise their voting rights with respect to the registrant.

Portions of the Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders have been incorporated by reference into Part III of this Annual Report on Form 10-K.

| Item 1. | | | [removed: [Business](#i505a98d732784ef7bc3d428e74b399a9_16)] [added: [Business](#iead73b9582f846b0ad5274a024cd3ff0_16)] | | | [removed: [1](#i505a98d732784ef7bc3d428e74b399a9_16)] [added: [1](#iead73b9582f846b0ad5274a024cd3ff0_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i505a98d732784ef7bc3d428e74b399a9_52)] [added: Factors](#iead73b9582f846b0ad5274a024cd3ff0_52)] | | | [removed: [9](#i505a98d732784ef7bc3d428e74b399a9_52)] [added: [9](#iead73b9582f846b0ad5274a024cd3ff0_52)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i505a98d732784ef7bc3d428e74b399a9_55)] [added: [Cybersecurity](#iead73b9582f846b0ad5274a024cd3ff0_55)] | | | [removed: [22](#i505a98d732784ef7bc3d428e74b399a9_55)] [added: [22](#iead73b9582f846b0ad5274a024cd3ff0_55)] | | |

| Item 2. | | | [removed: [Properties](#i505a98d732784ef7bc3d428e74b399a9_58)] [added: [Properties](#iead73b9582f846b0ad5274a024cd3ff0_58)] | | | [removed: [23](#i505a98d732784ef7bc3d428e74b399a9_58)] [added: [23](#iead73b9582f846b0ad5274a024cd3ff0_58)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i505a98d732784ef7bc3d428e74b399a9_61)] [added: Proceedings](#iead73b9582f846b0ad5274a024cd3ff0_61)] | | | [removed: [23](#i505a98d732784ef7bc3d428e74b399a9_61)] [added: [24](#iead73b9582f846b0ad5274a024cd3ff0_61)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i505a98d732784ef7bc3d428e74b399a9_64)] [added: Disclosures](#iead73b9582f846b0ad5274a024cd3ff0_64)] | | | [removed: [23](#i505a98d732784ef7bc3d428e74b399a9_64)] [added: [24](#iead73b9582f846b0ad5274a024cd3ff0_64)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i505a98d732784ef7bc3d428e74b399a9_70)] [added: Securities](#iead73b9582f846b0ad5274a024cd3ff0_70)] | | | [removed: [24](#i505a98d732784ef7bc3d428e74b399a9_70)] [added: [25](#iead73b9582f846b0ad5274a024cd3ff0_70)] | | |

| Item 6. | | | [Selected Consolidated Financial [removed: Data](#i505a98d732784ef7bc3d428e74b399a9_73)] [added: Data](#iead73b9582f846b0ad5274a024cd3ff0_73)] | | | [removed: [25](#i505a98d732784ef7bc3d428e74b399a9_73)] [added: [26](#iead73b9582f846b0ad5274a024cd3ff0_73)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i505a98d732784ef7bc3d428e74b399a9_76)] [added: Operations](#iead73b9582f846b0ad5274a024cd3ff0_76)] | | | [removed: [26](#i505a98d732784ef7bc3d428e74b399a9_76)] [added: [27](#iead73b9582f846b0ad5274a024cd3ff0_76)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i505a98d732784ef7bc3d428e74b399a9_112)] [added: Risk](#iead73b9582f846b0ad5274a024cd3ff0_118)] | | | [removed: [38](#i505a98d732784ef7bc3d428e74b399a9_112)] [added: [39](#iead73b9582f846b0ad5274a024cd3ff0_118)] | | |

| Item 8. | | | [Financial [removed: Statements](#i505a98d732784ef7bc3d428e74b399a9_115)] [added: Statements](#iead73b9582f846b0ad5274a024cd3ff0_121)] | | | [removed: [41](#i505a98d732784ef7bc3d428e74b399a9_115)] [added: [41](#iead73b9582f846b0ad5274a024cd3ff0_121)] | | |

| | | | [Index for Notes to the Consolidated Financial [removed: Statements](#i505a98d732784ef7bc3d428e74b399a9_133)] [added: Statements](#iead73b9582f846b0ad5274a024cd3ff0_139)] | | | [removed: [49](#i505a98d732784ef7bc3d428e74b399a9_133)] [added: [48](#iead73b9582f846b0ad5274a024cd3ff0_139)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i505a98d732784ef7bc3d428e74b399a9_214)] [added: Procedures](#iead73b9582f846b0ad5274a024cd3ff0_220)] | | | [removed: [75](#i505a98d732784ef7bc3d428e74b399a9_214)] [added: [75](#iead73b9582f846b0ad5274a024cd3ff0_220)] | | |

| Item 9B. | | | [Other [removed: Information](#i505a98d732784ef7bc3d428e74b399a9_217)] [added: Information](#iead73b9582f846b0ad5274a024cd3ff0_223)] | | | [removed: [76](#i505a98d732784ef7bc3d428e74b399a9_217)] [added: [76](#iead73b9582f846b0ad5274a024cd3ff0_223)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i505a98d732784ef7bc3d428e74b399a9_220)] [added: Inspections](#iead73b9582f846b0ad5274a024cd3ff0_226)] | | | [removed: [76](#i505a98d732784ef7bc3d428e74b399a9_220)] [added: [76](#iead73b9582f846b0ad5274a024cd3ff0_226)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i505a98d732784ef7bc3d428e74b399a9_226)] [added: Governance](#iead73b9582f846b0ad5274a024cd3ff0_232)] | | | [removed: [77](#i505a98d732784ef7bc3d428e74b399a9_226)] [added: [77](#iead73b9582f846b0ad5274a024cd3ff0_232)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i505a98d732784ef7bc3d428e74b399a9_229)] [added: Compensation](#iead73b9582f846b0ad5274a024cd3ff0_235)] | | | [removed: [77](#i505a98d732784ef7bc3d428e74b399a9_229)] [added: [77](#iead73b9582f846b0ad5274a024cd3ff0_235)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i505a98d732784ef7bc3d428e74b399a9_232)] [added: Matters](#iead73b9582f846b0ad5274a024cd3ff0_238)] | | | [removed: [77](#i505a98d732784ef7bc3d428e74b399a9_232)] [added: [77](#iead73b9582f846b0ad5274a024cd3ff0_238)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i505a98d732784ef7bc3d428e74b399a9_235)] [added: Independence](#iead73b9582f846b0ad5274a024cd3ff0_241)] | | | [removed: [78](#i505a98d732784ef7bc3d428e74b399a9_235)] [added: [78](#iead73b9582f846b0ad5274a024cd3ff0_241)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i505a98d732784ef7bc3d428e74b399a9_238)] [added: Services](#iead73b9582f846b0ad5274a024cd3ff0_244)] | | | [removed: [78](#i505a98d732784ef7bc3d428e74b399a9_238)] [added: [78](#iead73b9582f846b0ad5274a024cd3ff0_244)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedule](#i505a98d732784ef7bc3d428e74b399a9_244)] [added: Schedule](#iead73b9582f846b0ad5274a024cd3ff0_250)] | | | [removed: [79](#i505a98d732784ef7bc3d428e74b399a9_244)] [added: [79](#iead73b9582f846b0ad5274a024cd3ff0_250)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i505a98d732784ef7bc3d428e74b399a9_250)] [added: Summary](#iead73b9582f846b0ad5274a024cd3ff0_256)] | | | [removed: [81](#i505a98d732784ef7bc3d428e74b399a9_250)] [added: [81](#iead73b9582f846b0ad5274a024cd3ff0_256)] | | |

This [added: annual] report and some documents incorporated [removed: herein] by reference include estimates, projections, statements relating to our business plans, objectives, and expected operating results that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Discussions containing forward-looking statements may be found [removed: in the material set forth] under "Business", "Management's Discussion and Analysis of Financial Condition and Results of Operations", and in other sections of [removed: the] [added: this] report.

[removed: All forward-looking] [added: These] statements are inherently uncertain as they are based on our expectations and assumptions concerning future [removed: events.][added: events, and may turn out to be inaccurate.]

We have based these [removed: forward-looking] statements largely on our current expectations and projections [removed: about future events and financial trends] that we believe may affect our financial condition, results of operations, business strategy, and financial needs.

[removed: They] [added: Accordingly, they] may be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties, including [removed: the risks, uncertainties and assumptions] [added: those] described [removed: in the section entitled] [added: under] "Item 1A.

[removed: In light of these risks, uncertainties and assumptions, the forward-looking] [added: The future] events and circumstances discussed in this report may not occur as contemplated, and our actual results could differ materially from those anticipated or implied by [removed: the] [added: these] forward-looking statements.

All forward-looking statements in this report are made as [removed: of the date hereof,] [added: of, and are] based on information available to [removed: us] [added: us,] as of the date hereof, and we assume no obligation to update any forward-looking statement.

[removed: These websites and] [added: The] information contained [removed: on] [added: on,] or accessible [removed: through] [added: through,] these websites [removed: are] [added: is] not incorporated by reference into, and [removed: do] [added: does] not form a part of, this [removed: annual] report or any other report or document we file with the SEC, and any references to [removed: any] websites are intended to be inactive textual references only.

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

| [PART I](#iead73b9582f846b0ad5274a024cd3ff0_10) | | | | | | | | |

| [PART II](#iead73b9582f846b0ad5274a024cd3ff0_67) | | | | | | | | |

| [PART III](#iead73b9582f846b0ad5274a024cd3ff0_229) | | | | | | | | |

| [PART IV](#iead73b9582f846b0ad5274a024cd3ff0_247) | | | | | | | | |

| [Signatures](#iead73b9582f846b0ad5274a024cd3ff0_259) | | | | | | [82](#iead73b9582f846b0ad5274a024cd3ff0_259) | | |

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

This report references websites and other materials available on such websites.

Exchangeable shares are exchangeable for an equal number of shares of the registrant's common stock.

| [PART I](#i505a98d732784ef7bc3d428e74b399a9_10) | | | | | | | | |

| [PART II](#i505a98d732784ef7bc3d428e74b399a9_67) | | | | | | | | |

| [PART III](#i505a98d732784ef7bc3d428e74b399a9_223) | | | | | | | | |

| [PART IV](#i505a98d732784ef7bc3d428e74b399a9_241) | | | | | | | | |

| [Signatures](#i505a98d732784ef7bc3d428e74b399a9_253) | | | | | | [82](#i505a98d732784ef7bc3d428e74b399a9_253) | | |

Any or all of our forward-looking statements in this report may turn out to be inaccurate.

This annual report includes website addresses and references to additional materials found on those websites.

We operate a cybersecurity program designed to assess [removed: our security risks] and [removed: threats, to] manage [removed: those] [added: our material cybersecurity] risks and protect our technology systems and data, and to detect and respond to cybersecurity incidents.

Our board of directors is responsible for the oversight of cybersecurity risks and has delegated primary responsibility to the audit committee, which is responsible for overseeing our enterprise risk assessments and management policies, procedures, and practices (including regarding those risks related to information security, cybersecurity, [removed: and] data [removed: protection).][added: protection, and AI).]

The audit committee maintains a cybersecurity sub-committee that is comprised of our [removed: EVP,] Chief [removed: Information] [added: AI & Technology] Officer [removed: ("CIO"),] [added: ("CATO"),] our SVP, Chief Information Security Officer ("CISO"), and representatives from the audit committee and board of directors that have knowledge and experience in cybersecurity matters.

The [added: audit committee and] board of directors [removed: receives] [added: receive] periodic reports regarding the activities of the cybersecurity sub-committee.

The CDIR team monitors and manages key cybersecurity risks, including threats related to third parties, cloud security, malicious code, e-commerce systems, and store [removed: technology.][added: technology, as well as identifying and assessing new potential cyber threats.]

[removed: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)][added: [Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)]

However, like many companies, we continue to face ongoing cyber threats, including phishing and other unauthorized access [removed: attempts, which if successful could have a material impact in the future.][added: attempts.]

While our program is designed to reduce risk, no program can eliminate all cybersecurity risk or the risk of cyber incidents.

Our current CISO, who joined lululemon in March 2026, has approximately 20 years of technology experience, including with cybersecurity, data science, and production engineering teams.

Our previous CISO is currently serving in an advisor role during the transition.

These or other incidents could materially affect our business in the future.

Our CIO and CISO also meet with and provide reports to the audit committee at least quarterly.

Our CISO has over 30 years of experience in the field of cybersecurity, bringing an extensive understanding of cybersecurity threats, regulatory compliance, and industry best practices.

The [removed: general] location, [removed: use] [added: use,] and approximate size of our principal [removed: owned] properties as of February [removed: 2, 2025,] [added: 1, 2026,] are set forth below:

We [added: own and] lease non-retail properties in a number of locations globally.

[removed: From time to time, we] [added: We] sublease unused portions of our distribution center facilities.

Owned

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

Leased

| Brampton, ON, Canada(1) | | | | | | Distribution Center | | | | | | 980,000 | | | | | | October 2039 | | |

| Vancouver, BC, Canada(2) | | | | | | Executive and Administrative Offices | | | | | | 290,000 | | | | | | November 2041 | | |

__________

(1)The lease for this distribution center has been committed to, but not yet commenced.

(2)We expect this office to be in use in fiscal 2027.

The general location, use, approximate size, and lease renewal date of our principal non-retail leased properties as of February 2, 2025, are set forth below:

| Sumner, WA, United States | | | | | | Distribution Center | | | | | | 150,000 | | | | | | July 2025 | | |

During 2022, we entered into a new lease for a Canadian distribution center in Brampton, Ontario of approximately 980,000 square feet which expires in 2041.

[removed: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)][added: [Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)]

As of March [removed: 21, 2025,] [added: 11, 2026,] there were approximately 1,200 holders of record of our common stock.

The graph set forth below compares the cumulative total stockholder return on our common stock between [removed: February 2, 2020] [added: January 31, 2021] (the date of our fiscal year end five years ago) and February [removed: 2, 2025,] [added: 1, 2026,] with the cumulative total return of (i) the S&P 500 Index and (ii) S&P 500 Apparel, Accessories & Luxury Goods Index, over the same period.

This graph assumes the investment of $100 on [removed: February 2, 2020] [added: January 31, 2021] at the closing sale price of our common stock, the S&P 500 Index and the S&P Apparel, Accessories & Luxury Goods Index and assumes the reinvestment of dividends, if any.

[removed: ][added: ]

| | | | | | | [removed: 02-Feb-20] [added: 31-Jan-21] | | | | | | [removed: 31-Jan-21] [added: 30-Jan-22] | | | | | | [removed: 30-Jan-22] [added: 29-Jan-23] | | | | | | [removed: 29-Jan-23] [added: 28-Jan-24] | | | | | | [removed: 28-Jan-24] [added: 02-Feb-25] | | | | | | [removed: 02-Feb-25] [added: 01-Feb-26] | | |

| S&P 500 Apparel, Accessories & Luxury Goods Index | | | | | | $ | 100.00 | | | | | $ | [removed: 95.81] [added: 96.85] | | | | | $ | [removed: 92.79] [added: 68.26] | | | | | $ | [removed: 65.40] [added: 55.22] | | | | | $ | [removed: 52.91] [added: 58.60] | | | | | $ | [removed: 56.14] [added: 49.47] | |

[removed: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)][added: [Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)]

The following table provides information regarding our purchases of shares of our common stock during the fourth quarter of [removed: 2024] [added: 2025] related to our stock repurchase programs:

(1)Monthly information is presented by reference to our fiscal periods during our fourth quarter of [removed: 2024.][added: 2025.]

[removed: On each of May 29, 2024 and December 3, 2024, our] [added: (2)Our] board of directors approved [added: a new repurchase program authorizing up to $4.0 billion in aggregate, including] $1.0 billion [added: initially authorized on November 29, 2023, and additional $1.0 billion] increases [removed: to the existing stock repurchase program.][added: on May 29, 2024, December 3, 2024, and December 3, 2025.]

[removed: Common shares repurchased] [added: Repurchases may be made] on the open market [removed: are] at prevailing [removed: market prices,] [added: prices or through privately negotiated transactions,] including under plans [removed: complying with the provisions of] [added: pursuant to] Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934.

The timing and [removed: actual number] [added: amount] of [removed: common shares to be repurchased] [added: repurchases] will depend [removed: upon] [added: on] market conditions, [removed: eligibility to trade,] [added: trading eligibility,] and other factors.

The following table summarizes purchases of shares of our common stock during the fourth quarter of [removed: 2024] [added: 2025] related to our Employee Share Purchase Plan (ESPP):

| lululemon athletica inc. | | | | | | $ | 100.00 | | | | | $ | 96.11 | | | | | $ | 94.58 | | | | | $ | 145.44 | | | | | $ | 126.02 | | | | | $ | 53.09 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 119.32 | | | | | $ | 109.59 | | | | | $ | 131.68 | | | | | $ | 162.63 | | | | | $ | 186.82 | |

| November 3, 2025 - November 30, 2025 | | | | | | 491,701 | | | | | | $ | 168.46 | | | | | 491,701 | | | | | | $ | 587,077,363 | |

| December 1, 2025 - January 4, 2026 | | | | | | 465,038 | | | | | | 197.83 | | | | | | 465,038 | | | | | | 1,495,079,645 | | |

| January 5, 2026 - February 1, 2026 | | | | | | 473,928 | | | | | | 198.90 | | | | | | 473,928 | | | | | | 1,400,817,402 | | |

| Total | | | | | | 1,430,667 | | | | | | | | | | | | 1,430,667 | | | | | | | | |

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

| November 3, 2025 - November 30, 2025 | | | | | | 20,253 | | | | | | $ | 169.07 | | | | | 20,253 | | | | | | 4,113,833 | | |

| December 1, 2025 - January 4, 2026 | | | | | | 23,810 | | | | | | 204.15 | | | | | | 23,810 | | | | | | 4,090,023 | | |

| January 5, 2026 - February 1, 2026 | | | | | | 7,882 | | | | | | 201.91 | | | | | | 7,882 | | | | | | 4,082,141 | | |

| Total | | | | | | 51,945 | | | | | | | | | | | | 51,945 | | | | | | | | |

(1)Monthly information is presented by reference to our fiscal periods during our fourth quarter of 2025.

| lululemon athletica inc. | | | | | | $ | 100.00 | | | | | $ | 137.30 | | | | | $ | 131.96 | | | | | $ | 129.85 | | | | | $ | 199.69 | | | | | $ | 173.02 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 115.15 | | | | | $ | 137.40 | | | | | $ | 126.20 | | | | | $ | 151.63 | | | | | $ | 187.27 | |

| October 28, 2024 - November 24, 2024 | | | | | | 317,785 | | | | | | $ | 313.18 | | | | | 317,785 | | | | | | $ | 800,585,948 | |

| November 25, 2024 - December 29, 2024 | | | | | | 298,348 | | | | | | 360.75 | | | | | | 298,348 | | | | | | 1,692,956,482 | | |

| December 30, 2024 - February 2, 2025 | | | | | | 321,885 | | | | | | 388.60 | | | | | | 321,885 | | | | | | 1,567,870,658 | | |

| Total | | | | | | 938,018 | | | | | | | | | | | | 938,018 | | | | | | | | |

(2)On November 29, 2023, our board of directors approved a stock repurchase program for up to $1.0 billion of our common shares on the open market or in privately negotiated transactions.

The repurchase plan has no time limit and does not require the repurchase of a minimum number of shares.

The authorized value of shares available to be repurchased under this program excludes the cost of commissions and excise taxes.

| October 28, 2024 - November 24, 2024 | | | | | | 11,094 | | | | | | $ | 318.94 | | | | | 11,094 | | | | | | 4,289,892 | | |

| November 25, 2024 - December 29, 2024 | | | | | | 9,605 | | | | | | 382.72 | | | | | | 9,605 | | | | | | 4,280,287 | | |

| December 30, 2024 - February 2, 2025 | | | | | | 9,915 | | | | | | 379.66 | | | | | | 9,915 | | | | | | 4,270,372 | | |

| Total | | | | | | 30,614 | | | | | | | | | | | | 30,614 | | | | | | | | |

[removed: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)][added: [Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)]

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i505a98d732784ef7bc3d428e74b399a9_118) 271[)](#i505a98d732784ef7bc3d428e74b399a9_118)] [added: ID](#iead73b9582f846b0ad5274a024cd3ff0_124) 271[)](#iead73b9582f846b0ad5274a024cd3ff0_124)] | | | [removed: [42](#i505a98d732784ef7bc3d428e74b399a9_118)] [added: [42](#iead73b9582f846b0ad5274a024cd3ff0_124)] | | |

| [Consolidated Balance [removed: Sheets](#i505a98d732784ef7bc3d428e74b399a9_121)] [added: Sheets](#iead73b9582f846b0ad5274a024cd3ff0_127)] | | | [removed: [44](#i505a98d732784ef7bc3d428e74b399a9_121)] [added: [44](#iead73b9582f846b0ad5274a024cd3ff0_127)] | | |

| [Consolidated Statements of Operations and Comprehensive [removed: Income](#i505a98d732784ef7bc3d428e74b399a9_124)] [added: Income](#iead73b9582f846b0ad5274a024cd3ff0_130)] | | | [removed: [45](#i505a98d732784ef7bc3d428e74b399a9_124)] [added: [45](#iead73b9582f846b0ad5274a024cd3ff0_130)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#i505a98d732784ef7bc3d428e74b399a9_127)] [added: Equity](#iead73b9582f846b0ad5274a024cd3ff0_133)] | | | [removed: [46](#i505a98d732784ef7bc3d428e74b399a9_127)] [added: [46](#iead73b9582f846b0ad5274a024cd3ff0_133)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i505a98d732784ef7bc3d428e74b399a9_130)] [added: Flows](#iead73b9582f846b0ad5274a024cd3ff0_136)] | | | [removed: [48](#i505a98d732784ef7bc3d428e74b399a9_130)] [added: [47](#iead73b9582f846b0ad5274a024cd3ff0_136)] | | |

| [Index for Notes to the Consolidated Financial [removed: Statements](#i505a98d732784ef7bc3d428e74b399a9_133)] [added: Statements](#iead73b9582f846b0ad5274a024cd3ff0_139)] | | | [removed: [49](#i505a98d732784ef7bc3d428e74b399a9_133)] [added: [48](#iead73b9582f846b0ad5274a024cd3ff0_139)] | | |

[removed: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)][added: [Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)]

We have audited the accompanying consolidated balance sheets of lululemon athletica inc. and its subsidiaries (the Company) as of February [removed: 2, 2025] [added: 1, 2026] and [removed: January 28, 2024,] [added: February 2, 2025,] and the related consolidated statements of operations and comprehensive income, of stockholders’ equity and of cash flows for the [added: 52-week year ended February 1, 2026, the] 53-week year ended February 2, 2025, [added: and] the 52-week year ended January 28, 2024, [removed: and the 52-week year ended January 29, 2023,] including the related notes (collectively referred to as the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of February [removed: 2, 2025,] [added: 1, 2026,] based on criteria established in Internal Control ‒ Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February [removed: 2, 2025] [added: 1, 2026] and [removed: January 28, 2024,] [added: February 2, 2025,] and the results of its operations and its cash flows for the [removed: 53-week] [added: 52-week] year ended February [removed: 2, 2025,] [added: 1, 2026,] the [removed: 52-week] [added: 53-week] year ended [removed: January 28, 2024,] [added: February 2, 2025,] and the 52-week year ended January [removed: 29, 2023] [added: 28, 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February [removed: 2, 2025,] [added: 1, 2026,] based on criteria established in Internal Control ‒ Integrated Framework (2013) issued by the COSO.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A of the Company’s [removed: 2024] [added: 2025] Annual Report on Form 10-K.

As described in Notes 2 and [removed: 3] [added: 4] to the consolidated financial statements, inventories are valued at the lower of cost and net realizable value, and management records a provision as necessary to appropriately value inventories that are obsolete, have quality issues, or are damaged.

As of February [removed: 2, 2025,] [added: 1, 2026,] the Company’s consolidated net inventories balance was [removed: $1,442.1] [added: $1,701] million inclusive of the inventory provision of [removed: $84.0] [added: $88.8] million.

These procedures also included, among others, (i) observing the physical condition of inventories during inventory counts; (ii) evaluating the appropriateness of management’s process for developing the estimates of net realizable value; (iii) testing the reliability of reports used by management by agreeing to [added: the] underlying records; (iv) testing the reasonableness of the assumptions about quality, damages, future demand, selling prices and market conditions by considering historical trends and consistency with evidence obtained in other areas of the audit; and (v) corroborating the assumptions with individuals within the product team.

| | | | | | | February [added: 1, 2026 | | | | | | February] 2, 2025 | | | | | | January 28, 2024 | | |

| Cash and cash [removed: equivalents] [added: equivalents, beginning of period] | | | | | | $ | 1,984,336 | | | | | $ | 2,243,971 | | [added: | | | $ | 1,154,867 | |]

| Accounts receivable, net | | | | | | [removed: 120,173] [added: 190,657] | | | | | | [removed: 124,769] [added: 120,173] | | |

| Inventories | | | | | | [removed: 1,442,081] [added: 1,700,753] | | | | | | [removed: 1,323,602] [added: 1,442,081] | | |

| Prepaid and receivable income taxes | | | | | | [removed: 182,253] [added: 352,469] | | | | | | [removed: 183,733] [added: 182,253] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 251,459] [added: 211,620] | | | | | | [removed: 184,502] [added: 251,459] | | |

| Property and equipment, net | | | | | | [removed: 1,780,617] [added: 2,033,720] | | | | | | [removed: 1,545,811] [added: 1,780,617] | | |

| Right-of-use lease assets | | | | | | [removed: 1,416,256] [added: 1,630,181] | | | | | | [removed: 1,265,610] [added: 1,416,256] | | |

| Goodwill | | | | | | [removed: 159,518] [added: 184,911] | | | | | | [removed: 24,083] [added: 159,518] | | |

| Intangible assets, net | | | | | | [removed: 11,673] [added: 6,283] | | | | | | [removed: —] [added: 11,673] | | |

| Deferred income tax assets | | | | | | [removed: 17,085] [added: 24,037] | | | | | | [removed: 9,176] [added: 17,085] | | |

| Other non-current assets | | | | | | [removed: 237,841] [added: 314,910] | | | | | | [removed: 186,684] [added: 237,841] | | |

| Accounts payable | | | | | | $ | [removed: 271,406] [added: 331,421] | | | | | $ | [removed: 348,441] [added: 271,406] | |

| Accrued liabilities and other | | | | | | [removed: 559,463] [added: 662,982] | | | | | | [removed: 348,555] [added: 559,463] | | |

| Accrued compensation and related expenses | | | | | | [removed: 204,543] [added: 187,887] | | | | | | [removed: 326,110] [added: 204,543] | | |

| Current lease liabilities | | | | | | [removed: 275,154] [added: 298,724] | | | | | | [removed: 249,270] [added: 275,154] | | |

| Current income taxes payable | | | | | | [removed: 183,126] [added: 43,948] | | | | | | [removed: 12,098] [added: 183,126] | | |

| Unredeemed gift card liability | | | | | | [removed: 308,352] [added: 316,632] | | | | | | [removed: 306,479] [added: 308,352] | | |

| Other current liabilities | | | | | | [removed: 37,586] [added: 45,954] | | | | | | [removed: 40,308] [added: 37,586] | | |

| Non-current lease liabilities | | | | | | [removed: 1,300,637] [added: 1,499,717] | | | | | | [removed: 1,154,012] [added: 1,300,637] | | |

| Deferred income tax liabilities | | | | | | [removed: 98,188] [added: 52,278] | | | | | | [removed: 29,522] [added: 98,188] | | |

| Other non-current liabilities | | | | | | [removed: 40,790] [added: 55,360] | | | | | | [removed: 29,201] [added: 40,790] | | |

| Common stock, $0.005 par value: 400,000 shares authorized; [removed: 116,166] [added: 111,380] and [removed: 121,106] [added: 116,166] issued and outstanding | | | | | | [removed: 581] [added: 557] | | | | | | [removed: 606] [added: 581] | | |

| Additional paid-in capital | | | | | | [removed: 638,190] [added: 669,392] | | | | | | [removed: 575,369] [added: 638,190] | | |

| Retained earnings | | | | | | [removed: 4,109,717] [added: 4,522,581] | | | | | | [removed: 3,920,362] [added: 4,109,717] | | |

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

March 17, 2026

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

| Cash and cash equivalents | | | | | | $ | 1,807,202 | | | | | $ | 1,984,336 | |

| | | | | | | 4,262,701 | | | | | | 3,980,302 | | |

| | | | | | | $ | 8,456,743 | | | | | $ | 7,603,292 | |

| | | | | | | 1,887,548 | | | | | | 1,839,630 | | |

| | | | | | | 3,494,903 | | | | | | 3,279,245 | | |

| | | | | | | 4,961,840 | | | | | | 4,324,047 | | |

| | | | | | | $ | 8,456,743 | | | | | $ | 7,603,292 | |

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,579,183 | | | | | | | | | | | | 1,579,183 | | |

| Repurchase of common stock, including excise tax | | | | | | | | | | | | | | | | | | | | | | | | (4,964) | | | | | | (25) | | | | | | (12,005) | | | | | | (1,166,319) | | | | | | | | | | | | (1,178,349) | | |

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

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

| Net income | | | | | | $ | 1,579,183 | | | | | $ | 1,814,616 | | | | | $ | 1,550,190 | |

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

| Note 3 | | | [Net Revenue](#iead73b9582f846b0ad5274a024cd3ff0_217) | | | [57](#iead73b9582f846b0ad5274a024cd3ff0_217) | | |

| Note 4 | | | [Inventories](#iead73b9582f846b0ad5274a024cd3ff0_151) | | | [58](#iead73b9582f846b0ad5274a024cd3ff0_151) | | |

| Note 7 | | | [Acquisition](#iead73b9582f846b0ad5274a024cd3ff0_160) | | | [58](#iead73b9582f846b0ad5274a024cd3ff0_160) | | |

| Note 8 | | | [Goodwill](#iead73b9582f846b0ad5274a024cd3ff0_163) | | | [59](#iead73b9582f846b0ad5274a024cd3ff0_163) | | |

| Note 19 | | | [Leases](#iead73b9582f846b0ad5274a024cd3ff0_199) | | | [67](#iead73b9582f846b0ad5274a024cd3ff0_199) | | |

| Note 23 | | | [Supplemental](#iead73b9582f846b0ad5274a024cd3ff0_211) [Financial](#iead73b9582f846b0ad5274a024cd3ff0_211) [Information](#iead73b9582f846b0ad5274a024cd3ff0_211) | | | [73](#iead73b9582f846b0ad5274a024cd3ff0_211) | | |

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

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

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

Net revenue is comprised of:

- company-operated store net revenue;

- e-commerce net revenue through websites, mobile apps, including mobile apps on in-store devices that allow demand to be fulfilled via the Company's distribution centers, and third-party online marketplaces; and

All revenue is reported net of:

- markdowns and discounts,

- returns.

The Company is responsible for funding a share of credits offered to customers through credit card affiliate programs, which are recognized as a discount within net revenue and the corresponding liability is recognized within accrued liabilities and other.

For certain programs, the share of credits funded by the Company varies based on annually assessed thresholds, which are estimated at each reporting date.

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

- hemming costs and other product alteration costs; and

- product-related royalties paid to third parties.

March 27, 2025

| | | | | | | 3,980,302 | | | | | | 4,060,577 | | |

| | | | | | | $ | 7,603,292 | | | | | $ | 7,091,941 | |

| | | | | | | 1,839,630 | | | | | | 1,631,261 | | |

| Non-current income taxes payable | | | | | | — | | | | | | 15,864 | | |

| | | | | | | 3,279,245 | | | | | | 2,859,860 | | |

| | | | | | | 4,324,047 | | | | | | 4,232,081 | | |

| Gain on disposal of assets | | | | | | — | | | | | | — | | | | | | (10,180) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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

| | | | | | | Shares | | | | | | Shares | | | | | | Par Value | | | | | | Shares | | | | | | Par Value | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of January 30, 2022 | | | | | | 5,203 | | | | | | 5,203 | | | | | | $ | — | | | | | 123,297 | | | | | | $ | 616 | | | | | $ | 422,507 | | | | | $ | 2,512,840 | | | | | $ | (195,917) | | | | | $ | 2,740,046 | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 854,800 | | | | | | | | | | | | 854,800 | | |

| Common stock issued upon exchange of exchangeable shares | | | | | | (87) | | | | | | (87) | | | | | | — | | | | | | 87 | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | |

| Repurchase of common stock, including excise tax | | | | | | | | | | | | | | | | | | | | | | | | (1,396) | | | | | | (7) | | | | | | (2,481) | | | | | | (441,513) | | | | | | | | | | | | (444,001) | | |

| Cash and cash equivalents, beginning of period | | | | | | $ | 2,243,971 | | | | | $ | 1,154,867 | | | | | $ | 1,259,871 | |

| Note 3 | | | [Inventories](#i505a98d732784ef7bc3d428e74b399a9_145) | | | [57](#i505a98d732784ef7bc3d428e74b399a9_145) | | |

| Note 6 | | | [Acquisition](#i505a98d732784ef7bc3d428e74b399a9_1698) | | | [58](#i505a98d732784ef7bc3d428e74b399a9_1698) | | |

| Note 7 | | | [Goodwill](#i505a98d732784ef7bc3d428e74b399a9_154) | | | [59](#i505a98d732784ef7bc3d428e74b399a9_154) | | |

| Note 18 | | | [Leases](#i505a98d732784ef7bc3d428e74b399a9_193) | | | [68](#i505a98d732784ef7bc3d428e74b399a9_193) | | |

| Note 22 | | | [Supplemental Cash Flow Information](#i505a98d732784ef7bc3d428e74b399a9_205) | | | [73](#i505a98d732784ef7bc3d428e74b399a9_205) | | |

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

Acquisition for further information.

lululemon Studio generates gross revenue from digital content subscriptions.

As of February 2, 2025 and January 28, 2024, the sales return allowance was $73.9 million and $61.6 million, respectively.

As of February 2, 2025 and January 28, 2024, the unredeemed gift card liability was $308.4 million and $306.5 million, respectively.

- hemming costs.

For 2024, 2023, and 2022, the Company incurred costs to transport its products from its distribution facilities to its retail locations and e-commerce guests of $349.0 million, $374.2 million, and $353.7 million, respectively.

It seeks to limit the amount of exposure with any one counterparty.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.

Entities are required to provide disclosures of significant segmented expenses and other categories used by the Chief Operating Decision Maker ("CODM") in order to enhance disclosure at the segment level.

Segmented Information.

| | | | | | | (83,974) | | | | | | (141,474) | | |

During 2024, we disposed of the lululemon Studio Mirror inventories which had previously been provided for.

Gain on Disposal of Assets

During the second quarter of 2022, the Company completed the sale of an administrative office building, which resulted in a pre-tax gain of $10.2 million.

The income tax effect of the gain on disposal of assets was an expense of $1.7 million.

| Balance as of January 29, 2023 | | | | | | $ | 24,144 | |

| | | | | | | January 28, 2024 | | | | | | | | | | | | | | | | | | | | |

| MIRROR brand | | | | | | $ | 26,500 | | | | | $ | (4,089) | | | | | $ | (22,411) | | | | | $ | — | |

[removed: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)][added: [Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)]

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

Based on this evaluation, management concluded that we maintained effective internal control over financial reporting as of February [removed: 2, 2025.][added: 1, 2026.]

The effectiveness of our internal control over financial reporting as of February [removed: 2, 2025] [added: 1, 2026] has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, as stated in their report, which appears in Item 8 of Part II of this Form 10-K.

There were no changes in our internal control over financial reporting during the fourth quarter of [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the fourth quarter of [removed: 2024,] [added: 2025, other than the termination described above,] no director or officer of lululemon (as defined in Rule 16a-1(f) under the Exchange Act) [removed: adopted] [added: adopted, modified,] or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).

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

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

On December 15, 2025, Mr. McDonald terminated the 10b5-1 Plan.

Departure of Director

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

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

[removed: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)][added: [Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)]

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

The remaining information required by this item concerning our directors, director nominees and Section 16 beneficial ownership reporting compliance is incorporated by reference to our definitive Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders under the captions "Election of Directors," "Executive Officers," and "Corporate Governance," and, to the extent necessary, under the caption "Delinquent Section 16(a) Reports."

The information required by this item is incorporated by reference to our [removed: 2025] [added: 2026] Proxy Statement under the captions "Executive Compensation" and "Executive Compensation Tables."

The information required by this item is incorporated by reference to our [removed: 2025] [added: 2026] Proxy Statement under the caption "Principal Shareholders and [removed: Share] [added: Stock] Ownership by Management."

Equity Compensation Plan Information (as of February [removed: 2, 2025)][added: 1, 2026)]

The options, [removed: performance-based restricted stock units,] [added: PSUs,] and [removed: restricted stock units] [added: RSUs] are all under our 2023 Equity Incentive Plan.

[removed: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)][added: [Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)]

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

(3)This includes (a) [removed: 3,483,657] [added: 2,017,607] shares of our common stock available for future issuance under our 2023 Equity Incentive Plan and (b) [removed: 4,270,372] [added: 4,082,141] shares of our common stock available for future issuance under our Employee Share Purchase Plan.

| Equity compensation plans approved by stockholders | | | | | | 2,050,820 | | | | | | $ | 287.41 | | | | | 6,099,748 | | |

| Total | | | | | | 2,050,820 | | | | | | $ | 287.41 | | | | | 6,099,748 | | |

(1)This amount represents the following: (a) 1,269,396 shares subject to outstanding options, (b) 220,231 shares subject to outstanding PSUs, and (c) 561,193 shares subject to outstanding RSUs.

| Equity compensation plans approved by stockholders | | | | | | 1,265,619 | | | | | | $ | 314.27 | | | | | 7,754,029 | | |

| Total | | | | | | 1,265,619 | | | | | | $ | 314.27 | | | | | 7,754,029 | | |

(1)This amount represents the following: (a) 849,003 shares subject to outstanding options, (b) 177,329 shares subject to outstanding performance-based restricted stock units, and (c) 239,287 shares subject to outstanding restricted stock units.

The information required by this item is incorporated by reference to our [removed: 2025] [added: 2026] Proxy Statement under the captions "Certain Relationships and Related Party Transactions" and "Corporate Governance."

The information required by this item is incorporated by reference to our [removed: 2025] [added: 2026] Proxy Statement under the caption "Fees for Professional Services."

[removed: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)][added: [Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)]

[removed: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)][added: [Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)]

| [removed: Exhibit No.] [added: Exhibit No.] | | | | | | Exhibit Title | | | | | | [removed: Filed Herewith] [added: Filed Herewith] | | | | | | Form | | | | | | Exhibit No. | | | | | | File No. | | | | | | Filing Date | | |

| 10.2* | | | | | | [Form of Non-Qualified Stock Option [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000034/lulu-20230613xex102.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1397187/000139718726000020/lulu-20260201xex102.htm)] | | | | | | [added: X] | | | | | | [removed: 8-K] | | | | | | [removed: 10.2] | | | | | | [removed: 001-33608] | | | | | | [removed: 6/13/2023] | | |

| 10.3* | | | | | | [Form of Notice of Grant of Performance Shares and Performance Shares [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000034/lulu-20230613xex103.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1397187/000139718726000020/lulu-20260201xex103.htm)] | | | | | | [added: X] | | | | | | [removed: 8-K] | | | | | | [removed: 10.3] | | | | | | [removed: 001-33608] | | | | | | [removed: 6/13/2023] | | |

| 10.4* | | | | | | [Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000034/lulu-20230613xex104.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1397187/000139718726000020/lulu-20260201xex104.htm)] | | | | | | [added: X] | | | | | | [removed: 8-K] | | | | | | [removed: 10.4] | | | | | | [removed: 001-33608] | | | | | | [removed: 6/13/2023] | | |

| 10.12* | | | | | | [Outside Director Compensation [removed: Plan](https://www.sec.gov/Archives/edgar/data/1397187/000139718724000010/lulu-20240128xex1012.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1397187/000139718726000020/lulu-20260201xex1012.htm)] | | | | | | [added: X] | | | | | | [removed: 10-K] | | | | | | [removed: 10.12] | | | | | | [removed: 001-33608] | | | | | | [removed: 3/21/2024] | | |

| 10.15* | | | | | | [Executive Employment Agreement, effective as of [removed: December 5, 2016,] [added: November 23, 2020,] between lululemon athletica [removed: canada] inc. and [removed: Celeste Burgoyne](https://www.sec.gov/Archives/edgar/data/1397187/000139718717000008/lulu-20170129xex1023.htm)] [added: Meghan Frank](https://www.sec.gov/Archives/edgar/data/1397187/000139718720000057/lulu-20201101xex102.htm)] | | | | | | | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 10.23] [added: 10.2] | | | | | | 001-33608 | | | | | | [removed: 3/29/2017] [added: 12/10/2020] | | |

| 10.16* | | | | | | [removed: [Amendment to Executive] [added: [Executive] Employment Agreement, effective [removed: October 27, 2020,] [added: September 20, 2021,] between lululemon athletica [removed: canada] inc. and [removed: Celeste Burgoyne](https://www.sec.gov/Archives/edgar/data/1397187/000139718720000057/lulu-20201101xex101.htm)] [added: Nicole Neuburger](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000039/lulu-20211031xex101.htm)] | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 001-33608 | | | | | | [removed: 12/10/2020] [added: 12/09/2021] | | |

| [removed: 10.17*] [added: 10.19*] | | | | | | [Executive Employment Agreement, effective as of August 20, 2018, between lululemon athletica canada inc. and Calvin McDonald](https://www.sec.gov/Archives/edgar/data/1397187/000139718718000042/lulu-20180718xex101.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 7/24/2018 | | |

| 10.18* | | | | | | [Executive Employment Agreement, [removed: effective as of] [added: dated] November [removed: 23, 2020,] [added: 10, 2025,] between lululemon athletica inc. and [removed: Meghan Frank](https://www.sec.gov/Archives/edgar/data/1397187/000139718720000057/lulu-20201101xex102.htm)] [added: Ranju Das](https://www.sec.gov/Archives/edgar/data/1397187/000139718726000020/lulu-20260201xex1018.htm)] | | | | | | [added: X] | | | | | | [removed: 10-Q] | | | | | | [removed: 10.2] | | | | | | [removed: 001-33608] | | | | | | [removed: 12/10/2020] | | |

| [removed: 10.19*] [added: 10.17*] | | | | | | [removed: [Executive Employment Agreement, effective September 20, 2021, between lululemon athletica inc. and Nicole Neuburger](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000039/lulu-20211031xex101.htm)] [added: [Executive](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000047/lulu-20251117xex101.htm) [Employment Agreement](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000047/lulu-20251117xex101.htm)[, ef](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000047/lulu-20251117xex101.htm)[fective as of November 21, 2025,](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000047/lulu-20251117xex101.htm) [between lululemon](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000047/lulu-20251117xex101.htm) [athletica inc.](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000047/lulu-20251117xex101.htm) [and Andre Maestrini](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000047/lulu-20251117xex101.htm)] | | | | | | | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 10.1 | | | | | | 001-33608 | | | | | | [removed: 12/09/2021] [added: 11/21/2025] | | |

| 10.20* | | | | | | [removed: [Executive Employment Agreement, effective as of January 4, 2021,] [added: [Separation Agreement and Release, dated December 11, 2025](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000054/lulu-20251211xex101.htm)[,] between lululemon athletica [removed: UK ltd.] [added: inc.] and [removed: Andre Maestrini](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000009/lulu-20210131xex1022.htm)] [added: Calvin](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000054/lulu-20251211xex101.htm) [McDonald](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000054/lulu-20251211xex101.htm)] | | | | | | | | | | | | [removed: 10-K] [added: 8-K] | | | | | | [removed: 10.22] [added: 10.1] | | | | | | 001-33608 | | | | | | [removed: 3/30/2021] [added: 12/11/2025] | | |

| 10.21 | | | | | | [removed: [Credit] [added: [Second Amended and Restated Credit] Agreement, dated [removed: December 14, 2021,] [added: October 15, 2025,] among lululemon athletica [removed: inc., lululemon athletica canada inc., Lulu Canadian Holding, Inc.] [added: inc.] and [removed: lululemon usa inc.,] [added: certain of its subsidiaries,] as [removed: borrowers,] [added: borrowers;] Bank of America, N.A., as administrative [removed: agent, swing line lender and letter of credit issuer, HSBC Bank Canada, as syndication agent and letter of credit issuer, BOFA Securities, Inc., as sustainability coordinator,] [added: agent;] and [removed: the] [added: each] other [removed: lenders] [added: lender] party [removed: thereto.](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000041/lulu-20211214xex101.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000045/lulu-20251015xex101.htm)] | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 001-33608 | | | | | | [removed: 12/17/2021] [added: 10/21/2025] | | |

| 19.1 | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000013/lulu-20250202xex191.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 19.1] | | | | | | [added: 001-33608] | | | | | | [added: 3/27/2025] | | |

| 21.1 | | | | | | [Significant subsidiaries of lululemon athletica [removed: inc.](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000013/lulu-20250202xex211.htm)] [added: inc.](https://www.sec.gov/Archives/edgar/data/1397187/000139718726000020/lulu-20260201xex211.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000013/lulu-20250202xex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1397187/000139718726000020/lulu-20260201xex231.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.1 | | | | | | [Certification of principal executive officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000013/lulu-20250202xex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718726000020/lulu-20260201xex311.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.2 | | | | | | [Certification of principal financial and accounting officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000013/lulu-20250202xex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718726000020/lulu-20260201xex312.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32.1 | | | | | | [Certification of principal executive officer and principal financial and accounting officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000013/lulu-20250202xex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718726000020/lulu-20260201xex321.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 101 | | | | | | The following financial statements from the Company's 10-K for the fiscal year ended February [removed: 2, 2025,] [added: 1, 2026,] formatted in iXBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to the Consolidated Financial Statements | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)

| Exhibit No. | | | | | | Exhibit Title | | | | | | Filed Herewith | | | | | | Form | | | | | | Exhibit No. | | | | | | File No. | | | | | | Filing Date | | |

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| 10.22 | | | | | | [Credit Agreement Assignment and Assumption](https://www.sec.gov/Archives/edgar/data/1397187/000139718724000034/lulu-20240728xex101.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 8/29/2024 | | |

| 10.23 | | | | | | [Amendment No.2 to the Credit Agreement between lululemon athletica inc., a Delaware corporation, and Bank of America, N.A., as administrative agent for the lenders parties to the Credit Agreement](https://www.sec.gov/Archives/edgar/data/1397187/000139718724000034/lulu-20240728xex102.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.2 | | | | | | 001-33608 | | | | | | 8/29/2024 | | |

[removed: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)][added: [Table of Contents](#iead73b9582f846b0ad5274a024cd3ff0_7)]

| | | | | | | | | | [removed: Chief] [added: Interim Co-Chief] Executive Officer [added: and Chief Financial Officer] | | |

| | | | | | | | | | (principal executive [added: officer and principal financial and accounting] officer) | | |

| | | | Date: | | | | | | March [removed: 27, 2025] [added: 17, 2026] | | |

| /s/ MEGHAN FRANK | | | | | | [added: Interim Co-Chief Executive Officer and] Chief Financial Officer | | | | | | March [removed: 27, 2025] [added: 17, 2026] | | |

| Meghan Frank | | | | | | (principal [added: executive officer and principal] financial and accounting officer) | | | | | | | | |

| /s/ MARTHA A.M. MORFITT | | | | | | [removed: Director, Board] [added: Executive] Chair [added: of the Board] | | | | | | March [removed: 27, 2025] [added: 17, 2026] | | |

| /s/ SHANE GRANT | | | | | | Director | | | | | | March [removed: 27, 2025] [added: 17, 2026] | | |

| /s/ KATHRYN HENRY | | | | | | Director | | | | | | March [removed: 27, 2025] [added: 17, 2026] | | |

| /s/ TERI LIST | | | | | | Director | | | | | | March [removed: 27, 2025] [added: 17, 2026] | | |

| /s/ ALISON LOEHNIS | | | | | | Director | | | | | | March [removed: 27, 2025] [added: 17, 2026] | | |

| /s/ ISABEL MAHE | | | | | | Director | | | | | | March [removed: 27, 2025] [added: 17, 2026] | | |

| /s/ JON MCNEILL | | | | | | Director | | | | | | March [removed: 27, 2025] [added: 17, 2026] | | |

| /s/ DAVID M. MUSSAFER | | | | | | Director | | | | | | March [removed: 27, 2025] [added: 17, 2026] | | |

| /s/ EMILY WHITE | | | | | | Director | | | | | | March [removed: 27, 2025] [added: 17, 2026] | | |

| | | | By: | | | | | | /s/ MEGHAN FRANK | | |

| | | | | | | | | | Meghan Frank | | |

| | | | | | | | | | | | | | | |

| | | | By: | | | | | | /s/ CALVIN MCDONALD | | |

| | | | | | | | | | Calvin McDonald | | |

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

| Calvin McDonald | | | | | | (principal executive officer) | | | | | | | | |

| /s/ MICHAEL CASEY | | | | | | Director | | | | | | March 27, 2025 | | |

| Michael Casey | | | | | | | | | | | | | | |