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Lulus Fashion Lounge Holdings Inc

For the period ended Sep 29, 2024. Filed Nov 13, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 29, 2024 · Filed Nov 13, 2024

LVLU$10.78+1.9%Stored close · as of Nov 9, 2026

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Item 5. Other Information

November 2024 Amended Credit Agreement

On November 12, 2024, the Company entered into the November 2024 Amended Credit Agreement. The November 2024 Amended Credit Agreement extends the time period required by the 2024 Amended Credit Agreement to provide the lenders the financial statements and compliance certificate for the third quarter 2024 from November 13, 2024 to

December 16, 2024. It also requires that the consolidated total leverage ratio and consolidated fixed charge coverage ratio financial convenants for the third quarter 2024 be tested on the earlier of the date the Company delivers the financial statements and compliance certificate for the third quarter of 2024 or December 16, 2024. The November 2024 Amended Credit Agreement provides that the failure to deliver the financial statements and compliance certificate for the third quarter 2024 within the original time period required by the 2024 Amended Credit Agreement will not constitute an event of default. Further, the filing of this Form 10-Q with the SEC shall not be deemed to constitute delivery of the financial statements and compliance certificate for the third quarter 2024.

The November 2024 Amended Credit Agreement prohibits the Company from requesting any additional borrowing or letter of credit extension until the financial statements and the compliance certificate for the third quarter of 2024 have been delivered. The November 2024 Amended Credit Agreement also revised the applicable interest rates for borrowings for the period commencing on November 12, 2024 as follows: at the Company’s option, the base rate plus 2.75% (increased from 1.25%) or Term SOFR (subject to a credit spread adjustment of 10 basis points) plus 3.75% (increased from 2.25%). The November 2024 Amended Credit Agreement also added a requirement to deliver certain cash flow information on a weekly basis commencing November 22, 2024.

Securities Trading Plans of Directors and Executive Officers

On August 19, 2024, David McCreight, who was adirector of the Company at the time, entered into an amendment to the Rule 10b5-1 trading plan dated June 13, 2024 intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The amendment, which was entered into during an open trading window under the Company’s insider trading policy, provides for the sale of up to 62,500 shares of common stock, amended from 633,000 shares of common stock. The trading plan is intended to permit the orderly disposition of a portion of the former director’s holdings as part of his long-term financial and tax plan. The amendment becomes effective on November 18, 2024 and will terminate on the earlier of November 18, 2025, the date all shares covered under the 10b5-1 sales plan are sold, or the date a termination event occurs as provided in the amended 10b5-1 sales plan. The 10b5-1 sales plan can bemodified or amended by Mr. McCreight during any open trading window under the Company’s insider trading policy. No sales of shares have been made under the original or amended 10b5-1 sales plan.

On August 19, 2024, Tiffany Smith, Chief Financial Officer of the Company, entered into a Rule 10b5-1 trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The trading plan, which was entered into during an open trading window under the Company’s insider trading policy, provides for the sale of up to 24,400 shares of common stock. The trading plan is intended to permit the orderly disposition of a portion of the officer’s holdings as part of her long-term financial and tax plan. The trading plan becomes effective on November 20, 2024 and will terminate on the earlier of November 21, 2025, the date all shares covered under the 10b5-1 sales plan are sold, or the date a termination event occurs as provided in the 10b5-1 sales plan. The 10b5-1 sales plan can bemodified or amended by Ms. Smith during any open trading window under the Company’s insider trading policy. No sales of shares have been made under the 10b5-1 sales plan.

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