Lovesac Co
For the period ended Feb 2, 2025. Filed Apr 10, 2025.
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FY2025 · Filed Apr 10, 2025
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Item 16. Form 10-K Summary
Optional disclosure not included in this Annual Report on Form 10-K.
EXHIBIT INDEX
| Exhibit Number | Description of Exhibit | Filed / Incorporated by Reference from Form ** | Incorporated by Reference from Exhibit Number | Dated Filed |
|---|---|---|---|---|
| 2.1 | Assignment and Assumption Agreement | S-1 | 2.1 | 4/20/2018 |
| 3.1 | Amended and Restated Certificate of Incorporation | 8-K | 3.1 | 6/7/2021 |
| 3.2 | Amended and Restated Bylaws | 8-K | 3.2 | 12/1/2023 |
| 4.5 | Description of the Company’s securities registered pursuant to Section 12 of the Exchange Act of 1934 | 10-K | 4.5 | 4/11/2024 |
| 10.1† | Wells Fargo Credit Agreement | S-1 | 10.1 | 4/20/2018 |
| 10.2† | Amendment No. 6 to Credit Agreement between The Lovesac Company and Wells Fargo Bank, N.A. | 10-K | 10.2 | 3/30/2022 |
| 10.3± | Second Amended and Restated 2017 Equity Incentive Plan | 10-Q | 10.1 | 6/8/2022 |
| 10.4± | Amendment No. 1 to Second Amended and Restated 2017 Equity Incentive Plan | 8-K | 10.1 | 6/2/2023 |
| 10.5± | Form of Restricted Stock Units Agreement | S-1/A | 10.3 | 5/23/2018 |
| 10.6 | Amended and Restated Registration Rights Agreement | S-1 | 10.5 | 4/20/2018 |
| 10.7± | Employment Agreement dated October 26, 2017, by and between The Lovesac Company and Shawn Nelson | S-1 | 10.6 | 4/20/2018 |
| 10.8± | First Amendment to Employment Agreement dated October 2, 2019, by and between The Lovesac Company and Shawn Nelson | 10-K | 10.8 | 4/14/2021 |
| 10.9± | Second Amendment to Employment Agreement dated March 24, 2022, by and between The Lovesac Company and Shawn Nelson | 10-K | 10.14 | 3/30/2022 |
| 10.10± | Amended and Restated Employment Agreement dated March 23, 2023, by and between The Lovesac Company and Shawn Nelson | 10-K | 10.16 | 3/29/2023 |
| 10.11± | Employment Agreement between The Lovesac Company and Mary Fox, dated September 30, 2021 | 8-K | 10.1 | 11/12/2021 |
| 10.12± | Offer Letter between The Lovesac Company and Mary Fox, dated September 30, 2021 | 8-K | 10.3 | 11/12/2021 |
| 10.13± | Mary Fox Resignation Letter from Board of Directors, dated November 9, 2021 | 8-K | 10.4 | 11/12/2021 |
| 10.14± | Form of Stock Option Award Agreement | 10-K | 10.11 | 4/14/2021 |
| 10.15± | The Lovesac Company Annual Incentive Compensation Plan | 10-Q | 10.1 | 12/9/2021 |
| 10.16± | The Lovesac Company Director Compensation Policy, as amended, dated February 2, 2025 | Filed herewith. | ||
| 10.17† | Amendment No. 7 to Credit Agreement between The Lovesac Company and Wells Fargo Bank, N.A. | 10-K | 10.22 | 3/29/2023 |
| 10.18± | Employment Agreement between the Company and Keith Siegner, dated June 1, 2023 | 10-K | 10.24 | 4/11/2024 |
| 10.19± | Offer Letter between the Company and Keith Siegner, dated May 12, 2023 | 10-K | 10.25 | 4/11/2024 |
| 10.20 | Retailer Program Agreement between Synchrony Bank (formerly GE Capital Retail Bank) and the Company (formerly SAC Acquisition LLC), dated April 1, 2013 | 10-K | 10.27 | 4/11/2024 |
| Exhibit Number | Description of Exhibit | Filed / Incorporated by Reference from Form ** | Incorporated by Reference from Exhibit Number | Dated Filed |
|---|---|---|---|---|
| 10.21 | First Amendment to Retailer Program Agreement between Synchrony Bank (formerly GE Capital Retail Bank) and the Company (formerly SAC Acquisition LLC), dated September 1, 2014 | 10-K | 10.28 | 4/11/2024 |
| 10.22 | Second Amendment to Retailer Program Agreement between Synchrony Bank (formerly SAC Acquisition LLC), dated May 11, 2018, and effective as of January 1, 2018 | 10-K | 10.29 | 4/11/2024 |
| 10.23 | Third Amendment to Retailer Program Agreement between Synchrony Bank and the Company (formerly SAC Acquisition LLC), dated March 24, 2023, and effective as of January 1, 2023 | 10-K | 10.30 | 4/11/2024 |
| 10.24† | Eighth Amendment to Credit Agreement, dated as of September 7, 2023, by and among The Lovesac Company, Wells Fargo Bank, National Association, as agent, swing line lender and L/C issuer, and the other lenders party thereto. | Filed herewith. | ||
| 10.25† | Ninth Amendment to Credit Agreement, dated as of July 29, 2024, by and among The Lovesac Company, Wells Fargo Bank, National Association, as agent, swing line lender and L/C issuer, and the other lenders party thereto. | 8-K | 10.1 | 7/31/2024 |
| 10.26± | Amendment No. 2 to the Second Amended and Restated 2017 Equity Incentive Plan | 8-K | 10.1 | 6/14/2024 |
| 19.1 | The Lovesac Company Insider Trading Policy, as amended | Filed herewith. | ||
| 21.1 | List of Subsidiaries | 10-K | 21.1 | 4/14/2021 |
| 23.1 | Consent of Deloitte & Touche LLP | Filed herewith. | ||
| 31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended | Filed herewith. | ||
| 31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended | Filed herewith. | ||
| 32.1* | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended | Filed herewith. | ||
| 32.2* | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended | Filed herewith. | ||
| 97.1* | The Lovesac Dodd-Frank Clawback Policy | 10-K | 97.1 | 4/11/2024 |
| 101.INS | XBRL Instance Document | |||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||
| Exhibit Number | Description of Exhibit | Filed / Incorporated by Reference from Form ** | Incorporated by Reference from Exhibit Number | Dated Filed |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
± Indicates a management contract or compensatory plan.
† Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.
- This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| The Lovesac Company | ||
| By: | /s/ Shawn Nelson | |
| Shawn Nelson | ||
| Date: April 10, 2025 | Chief Executive Officer | |
|---|---|---|
| (Principal Executive Officer) | ||
| By: | /s/ Keith Siegner | |
| Keith Siegner | ||
| Date: April 10, 2025 | Executive Vice President and Chief Financial Officer | |
| (Principal Financial Officer and Principal Accounting Officer) | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shawn Nelson and Keith Siegner, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| /s/ Shawn Nelson | April 10, 2025 |
|---|---|
| Shawn Nelson | |
| Chief Executive Officer and Director | |
| (Principal Executive Officer) | |
| /s/ Keith Siegner | April 10, 2025 |
| Keith Siegner | |
| Executive Vice President and | |
| Chief Financial Officer | |
| (Principal Financial Officer and Principal Accounting Officer) | |
| /s/ Andrew Heyer | April 10, 2025 |
| Andrew Heyer | |
| Chairman and Director | |
| /s/ Walter McLallen | April 10, 2025 |
| Walter McLallen | |
| Director | |
| /s/ Sharon M. Leite | April 10, 2025 |
| Sharon M. Leite | |
| Director | |
| /s/ Shirley Romig | April 10, 2025 |
| Shirley Romig | |
| Director | |
| /s/ John Grafer | April 10, 2025 |
| John Grafer | |
| Director | |
| /s/ Jack Krause | April 10, 2025 |
| Jack Krause | |
| Director | |
| /s/ Vineet Mehra | April 10, 2025 |
| Vineet Mehra | |
| Director | |
FINANCIAL STATEMENTS
AS OF FEBRUARY 2, 2025 AND FEBRUARY 4, 2024 AND FOR THE YEARS ENDED FEBRUARY 2, 2025, FEBRUARY 4, 2024, AND JANUARY 29, 2023
CONTENTS
| Report of Independent Registered Public Accounting Firm (PCAOB ID 34) | F-3 |
|---|---|
| Financial Statements | |
| Balance Sheets | F-5 |
| Statements of Operations | F-6 |
| Statements of Changes in Stockholders’ Equity | F-7 |
| Statements of Cash Flows | F-8 |
| Notes to the Financial Statements | F-9 |
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