Lovesac Co
For the period ended May 4, 2025. Filed Jun 12, 2025.
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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.
May 4, 2025 · Filed Jun 12, 2025
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Item 5. Other Information
Director and Officer Trading Arrangements
On April 17, 2025, Satori Capital, LLC adopted a Rule 10b5-1 trading plan that was intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 630,698 shares of the Company’s common stock plus up to an additional 50,000 shares after the plan commencement date. Satori’s plan will expire on at the close of business on the last trading day prior to the opening of the first insider trading window occurring on or after March 31, 2027, subject to early termination for certain specified events set forth in the plan. The shares authorized under the Rule 10b5-1 trading plan included 13,711 shares attributable to Mr. John Grafer, which were earned in his capacity as adirector of the Company. Satori Capital, LLCterminated the trading arrangement they had previously adopted on April 17, 2024 with respect to the sales of securities of the Company's stock prior to entry into the new Rule 10b5-1 trading plan. As of June 10, 2025, the date of Mr. Grafer’s resignation from the board, no shares of common stock had been sold under the Rule 10b5-1 trading plan.
No other directors or officers of the Company (as defined in Section 16 of the Securities Exchange Act of 1934, as amended)adopted, modified orterminated a Rule 10b5-1 trading arrangement or a non- Rule 10b5-1 trading arrangement (each as defined in Item 408 (a) and (c) of Regulation S-K) during the thirteen weeks ended May 4, 2025. Transactions by Section 16 directors and officers will be disclosed publicly through Form 4 filings with the SEC to the extent required by law.
Best Buy
On June 11, 2025, the Company informed its employees that the Company approved a plan that would reduce operating costs and continue to advance the Company’s ongoing commitment to profitability. According to this plan, the Company has discontinued its partnership with Best Buy and intends to wind down the Best Buy shop-in-shop locations (the “Exit”). This decision was made to align with the Company’s broader strategic initiative of acceleration of the Company's physical and ecommerce presence. The Exit would result in a reduction of the Company’s workforce by approximately 8%, consisting of certain employees that serviced the Best Buy shop-in-shop locations subject to local law and the Company’s business needs. The Exit, including the closure of the Best Buy shop-in-shops and the resulting reduction in workforce, is expected to be substantially completed by the third quarter of fiscal 2026. The Company expects to incur costs in the range of $1.7 million to $2.1 million in connection with the Exit and reduction in workforce, which consists of non-cash impairment charges, severance and other one-time employee termination benefit expenses, and decommissioning of the Best Buy shop-in-shop locations, which the Company expects to recognize primarily in the third quarter of fiscal year 2026.
The foregoing estimated costs that the Company expects to incur in connection with the Exit are contingent upon a number of assumptions, and actual results may differ from these estimates. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the Exit.
CEO Grant
On June 10, 2025, the Compensation Committee of the Board of Directors approved a $1.5 million performance-based cash incentive award for the Company’s Chief Executive Officer. The award is contingent upon achievement of multiple new product launches and related net sales performance targets during fiscal 2026, 2027 and 2028. Upon achievement of each target, Mr. Nelson is entitled to one third of the award payable in the year earned, subject to certification by the Compensation Committee. If the targets are not met during the applicable fiscal year of the performance period, one third of the award is forfeited. As of the date of this filing, the targets have not yet been achieved.
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