Purple Innovation, Inc.

DEF 14A 1 ea0292705-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

PURPLE INNOVATION, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 2, 2026

NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders (the “Special Meeting”) of Purple Innovation, Inc., a Delaware corporation (the “Company,” “Purple,” “we” or “our”), will be held on July 2, 2026, at 10:00 a.m. Mountain Time, for the following purposes, as more fully described in the proxy statement accompanying this notice:

1. REVERSE STOCK SPLIT. Approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of the Company’s Class A common stock and Class B common stock at a ratio ranging from any whole number between 1-for-10 and 1-for-30, as determined by the Board of Directors in its discretion, subject to the Board of Directors’ authority to abandon such amendment (the “Reverse Stock Split Proposal”);

2. ADJOURNMENT. Approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Reverse Stock Split Proposal.

Only stockholders of record at the close of business on May 28, 2026, are entitled to receive notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof. We recommend that stockholders vote “FOR” Proposals 1 and 2 listed above. Our stock transfer books will remain open between the record date and the date of the meeting. Beginning two days after notice of our Special Meeting is given, a list of stockholders eligible to vote at the Special Meeting will be available for inspection by stockholders at our principal office at any time during business hours up to the Special Meeting.

The Special Meeting will be conducted exclusively via live audio webcast and online stockholder tools. To attend and vote at the Special Meeting, you must register in advance athttps://register.proxypush.com/PRPL prior to the deadline of June 30, 2026, at 5:00 p.m. Eastern Time. Stockholders who register will be able to attend and listen to the Special Meeting live, submit questions and vote their shares electronically at the Special Meeting from virtually any location around the world. There will be no physical meeting location. Even if you plan on participating in the Special Meeting via the Internet, to ensure your representation at the Special Meeting, we encourage you to vote as soon as possible. You may vote by Internet using the control number described on your proxy card. You may also vote by completing, signing, dating, and mailing the proxy card. To ensure that all your shares are voted, if your shares are represented by more than one proxy card please vote once for each proxy card you receive. You may revoke your proxy at any time prior to the Special Meeting.

If you attend the Special Meeting and vote via the Internet, your proxy will be revoked automatically and only your vote at the Special Meeting will be counted. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote in person at the Special Meeting.

If you hold your shares in the name of a broker, bank or other nominee, your nominee may determine to vote your shares at its own discretion, absent instructions from you.

YOUR VOTE IS VERY IMPORTANT.

IN ORDER TO ENSURE YOUR REPRESENTATION AT THE SPECIAL MEETING, WE URGE YOU TO VOTE BY COMPLETING, SIGNING, DATING AND SUBMITTING YOUR PROXY CARD AS PROMPTLY AS POSSIBLE.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on July 2, 2026: The proxy statement is available athttps://annualgeneralmeetings.com/prplsp2026

PURPLE INNOVATION, INC.

By Order of the Board of Directors,

/s/ Robert Lucian

Robert Lucian

Chief Financial Officer

PURPLE INNOVATION, INC.

4100 North Chapel Ridge Road

Suite 200

Lehi, Utah 84048

(801) 756-2600

PROXY STATEMENT

SOLICITATION OF PROXIES

The accompanying proxy is solicited on behalf of Purple Innovation, Inc., a Delaware corporation, by its Board of Directors (the “Board”) for use at its Special Meeting of Stockholders to be held at 10:00 a.m. Mountain Time on July 2, 2026, or at any adjournments or postponements thereof, for the purposes set forth in this proxy statement. The Special Meeting will be held exclusively via live audio webcast and online stockholder tools. There will not be any option to attend the meeting in person.

This proxy statement along with a proxy card are first being mailed to the Company’s stockholders on or about June 10, 2026. The proxy statement can be accessed directly athttps://annualgeneralmeetings.com/prplsp2026 using the control number located on your proxy card. Any proxy duly given pursuant to this solicitation may be revoked by the person or entity giving it at any time before it is voted by delivering a written notice of revocation to our Corporate Secretary, by executing a later dated proxy and delivering it to our Corporate Secretary, or by attending and voting at the Special Meeting (although attendance at the Special Meeting will not, in and of itself, constitute a revocation of the proxy). If you hold shares through a broker, bank, or other nominee, you must follow the instructions of your broker, bank or other nominee to change or revoke your voting instructions. If you wish to vote online during the Special Meeting, you will be required to follow the process set forth below in “Methods of Voting — Voting at the Meeting.”

OUTSTANDING SHARES AND VOTING RIGHTS

Stockholders who owned Purple Innovation, Inc. Class A Stock, par value $0.0001 per share (the “Class A Stock”), or Class B Common Stock, par value $0.0001 per share (the “Class B Stock” and together with the Class A Stock, the “Common Stock”), at the close of business on May 28, 2026 (the “Record Date”) are entitled to receive notice of, virtually attend and vote at, the Special Meeting.

Each share of Class A Stock and Class B Stock, voting together as a single class, is entitled to one vote. On the Record Date, there were 108,825,636 shares of Class A Stock outstanding, and 163,052 shares of Class B Stock outstanding, together constituting a total of 108,988,688 votes.

To constitute a quorum for the conduct of business at the Special Meeting, a majority of the voting power of all outstanding shares of Common Stock of the Company entitled to vote at the Special Meeting must be represented, in person or by proxy, at the Special Meeting. Under Delaware law, shares represented by proxy that reflect abstentions or “broker non-votes” (which are shares held by a broker or nominee that are represented at the Special Meeting, but with respect to which such broker or nominee is not empowered to vote on a particular proposal) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum. Proposals No.1 and No. 2 are considered routine matters under the rules of the NYSE and, therefore, discretionary voting by brokers and other nominees will be allowed.

The voting standards for the two matters to be acted upon at the Special Meeting are as follows:

• Proposals No. 1 and No. 2. Pursuant to our Third Amended and Restated Bylaws (the “Bylaws”), Proposals No. 1 and No. 2 will be approved if a majority of the votes cast by stockholders present at the Special Meeting or represented by proxy at the Special Meeting and entitled to vote thereon vote in favor of the proposal, meaning the proposal must receive more “for” votes than “against” votes.

Shares not present virtually or represented by proxy at the Special Meeting and broker non-votes will have no effect on the determination of any of the proposals.