Lulu’s Fashion Lounge Holdings Inc 2024年度报告

FORM10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year endedDecember 29, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the transition period from ___________________ to ___________________Commission File Number:001-41059 Lulu’s Fashion Lounge Holdings, Inc.(Exact Name of Registrant as Specified in its Charter) (530)343-3545(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.YES☒NO☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15-U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES☐NO☒At June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock of the registrant held by non-affiliates was approximately $18.1million based on the closing price of the common stock on such date.The number of shares of registrant’s common stock outstanding as of March 21, 2025, was42,721,421. DOCUMENTS INCORPORATED BY REFERENCE Portionsof the registrant’s definitive Proxy Statement, relating to its 2025 Annual Meeting of Stockholders to be filed with the Securities and ExchangeCommission are incorporated by reference into Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS Part IItem1. Business7Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments50Item 1C.Cybersecurity50Item 2.Properties51Item 3.Legal Proceedings51Item 4.Mine Safety Disclosures51 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases ofEquity Securities52Item 6.Reserved53Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations53Item 7A.Quantitative and Qualitative Disclosure About Market Risk66Item 8.Financial Statements and Supplementary Data68Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure102Item 9A.Controls and Procedures102Item 9B.Other Information103Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections103 PART III Item 10.Directors, Executive Officers, and Corporate Governance104Item 11.Executive Compensation104Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters104Item 13.Certain Relationships and Related Transactions, and Director Independence104Item 14.Principal Accountant Fees and Services104 PART IV Item 15.Exhibit and Financial Statement Schedules105Item 16.Form 10-K Summary110Signatures111 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements. We intend such forward-lookingstatements to be covered by the safe harbor provision