Purple Innovation, Inc.

The Company’s business, reputation, results of operations, financial condition and stock price can be materially and adversely affected by a number of factors, whether currently known or unknown, including those described below and in Part I, Item 1A of the 2025 Annual Report on Form 10-K filed with the SEC on March 31, 2026 under the heading “Risk Factors.” There have been no material changes from the risk factors previously disclosed in our 2025 Annual Report on Form 10-K filed with the SEC on March 31, 2026, except as set forth below.

Risks Relating to our Common Stock

Nasdaq may delist our securities from its exchange, which could harm our business and limit our stockholders’* liquidity.*

Our common stock is currently listed on Nasdaq, which has listing criteria. We cannot assure that our common stock will continue to be listed on Nasdaq in the future. To continue listing our common stock on Nasdaq, we must maintain certain governance, financial, distribution and stock price levels. Generally, we must maintain a minimum market value of publicly held shares, a minimum amount in stockholders’ equity or other financial measures, a minimum number of holders of our common stock, and a $1.00 minimum per share bid price for our common stock. We have in the past experienced, and may experience in the future, noncompliance with Nasdaq’s continued listing requirements.

On September 30, 2026, we received a letter from the Listing Qualifications Department of Nasdaq. The letter notified us that, for the prior 30 consecutive business days, the market value of our publicly held shares (“MVPHS”) was below the $15 million minimum required for continued listing on The Nasdaq Global Select Market under Nasdaq Listing Rules 5450(b)(2)(C) and 5450(b)(3)(C). The letter has no immediate effect on the listing or trading of our common stock. In accordance with Nasdaq Listing Rule 5810(c)(3)(D), we have until March 29, 2027 to regain compliance. To regain compliance, our MVPHS must close at or above $15 million for at least ten consecutive business days. If we do not regain compliance by March 29, 2027, Nasdaq will notify us that our common stock is subject to delisting. At that point we may appeal the determination to a Nasdaq Hearings Panel, but there can be no assurance that any appeal would be successful. Alternatively, we may apply to transfer our common stock to The Nasdaq Capital Market. There can be no assurance that we would meet that market’s continued listing requirements or that any transfer application would be approved. We intend to monitor our MVPHS and evaluate available options to regain compliance. However, there can be no assurance that we will regain compliance with the MVPHS requirement or maintain compliance with Nasdaq’s other continued listing requirements.

If we are unable to comply with Nasdaq’s continued listing requirements, our common stock may be subject to delisting. If Nasdaq delists our common stock from trading on its exchange or if we decide to voluntarily delist from Nasdaq and/or deregister our common stock under the federal securities laws, we could face significant material adverse consequences, including but not limited to (i) a limited availability of market quotations for our common stock; (ii) reduced liquidity for our common stock; (iii) a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; (iv) a limited amount of news and analyst coverage, and in the event of deregistration of our common stock, less public disclosure about us; and (v) a decreased ability to issue additional securities or obtain additional financing in the future.