lululemon athletica inc.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departures On November 6, 2026, Nikki Neuburger, our Chief Brand and Product Activation Officer, and Ted Dagnese, our Chief Supply Chain Officer, will depart from lululemon. Each departure will be treated as a termination without cause for purposes of the departing officer’s employment agreement. Appointments On September 30, 2026, we entered into an employment agreement with Maggie Gauger appointing her as our President and Chief Product Officer, a newly created role, effective October 26, 2026. Ms. Gauger joins lululemon from Athleta. Ms. Gauger brings more than 28 years of experience in athletic and performance apparel and footwear across product, merchandising, brand, and commercial leadership. She most recently served as President and CEO of Athleta, where she advanced its transformation strategy spanning product innovation, stores, inventory, talent, and brand expression. Prior to Athleta, Ms. Gauger spent more than two decades at Nike, Inc., including as Vice President and General Manager of its North America Women’s Business. Over her tenure, she also led Nike’s Global Direct Acceleration strategy and held leadership roles across women’s performance, including North America Running and Global Tennis. Ms. Gauger holds a Bachelor of Arts from Oregon State University. Under her employment agreement, she will receive an annual base salary of $1,000,000, eligibility for an annual bonus with a target of 150% of base salary, a sign-on bonus of $1,900,000 (subject to pro-rata repayment if she voluntarily resigns or is terminated for cause within 24 months), a one-time RSU grant with a value of $2,800,000 vesting over two years, reimbursement of up to $500,000 for amounts required to be repaid to her former employer, participation in our benefit plans, and customary severance protections. On September 30, 2026, we entered into an employment agreement with Joseph Godsey appointing him as our Chief Operating Officer, a newly created role, effective October 26, 2026. Mr. Godsey joins lululemon from Walmart Canada. Mr. Godsey brings more than 20 years of enterprise leadership experience across global, product-led businesses, with an end-to-end perspective spanning commercial, technology, and operational capabilities across markets. He most recently served as Chief Growth Officer of Walmart Canada, where he led its multi-billion-dollar e-commerce business, as well as advertising, financial services, membership, analytics, data services, and product. Previously, Mr. Godsey served as Chief Supply Chain Officer of Sam’s Club, where he led the transformation of its end-to-end supply chain. Earlier, he spent 15 years at adidas in leadership roles across digital commerce, retail, technology, marketing, omnichannel, and supply chain, including leading its global digital business and later its North American supply chain. Mr. Godsey holds an MBA from the International Institute for Management Development (IMD) and Bachelor of Science degrees in Computer Engineering and Political Science from Clemson University. Under his employment agreement, he will receive for an annual base salary of $700,000, eligibility for an annual bonus with a target of 100% of base salary, a sign-on bonus of $650,000 (subject to pro-rata repayment if he voluntarily resigns or is terminated for cause within 24 months), a one-time RSU grant with a value of $2,000,000 vesting over two years, participation in our benefit plans, and customary severance protections. The foregoing descriptions of the employment agreements do not purport to be complete and are qualified in their entirety by reference to the employment agreements, copies of which will be filed with the SEC.

Item 7.01. Regulation FD Disclosure. In connection with the leadership changes described above, Meghan Frank will continue to serve as our Chief Financial Officer and will take on expanded responsibilities, including interim oversight of our global brand and global technology functions until a Chief Brand Officer and a new Chief Technology Officer are appointed. In connection with these expanded responsibilities, Ms. Frank will receive a retention equity award. A copy of the press release issued in connection with these changes is attached as Exhibit 99.1 and is incorporated by reference in this report.