Entry into a Material Definitive Agreement · Results of Operations and Financial Condition · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Third Amendment to Amended and Restated Credit Agreement As previously disclosed, on January 23, 2024, Purple Innovation, Inc. (the “Company”) and certain of its subsidiaries (collectively, the “Loan Parties”), entered into an amended and restated credit agreement with Coliseum Capital Partners, L.P.…
Filed Mar 31, 2026Accepted Mar 31, 2026, 8:05 AM EDTCIK 1643953Accession 0001213900-26-036891
Purple exists to help people get the best sleep of their lives - by reducing pain, deepening sleep, and unlocking the potential for brighter dawns and better days. At the center of that mission is our signature innovation, the GelFlex Grid®. Originally developed in medical settings to support the body in its most vulnerable moments, the GelFlex Grid delivers a one-of-a-kind combination of pressure relief, alignment, and temperature balance that helps people fall asleep easier, stay asleep longer, and wake up with less pain.
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Item 1.01Item 1.01 - Entry into Material Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Third Amendment to Amended and Restated Credit Agreement
As previously disclosed, on January 23, 2024, Purple Innovation, Inc.
(the “Company”) and certain of its subsidiaries (collectively, the “Loan Parties”), entered into an amended and
restated credit agreement with Coliseum Capital Partners, L.P. (“CCP”), Blackwell Partners LLC - Series A (“Blackwell”
and together with CCP, the “Coliseum Lenders”) and other lenders (collectively, the “Lenders”) and CSC Delaware
Trust Company, as administrative agent, which was amended on March 12, 2025, and May 2, 2025 (as amended, the “Amended and Restated
Credit Agreement”).
On March 24, 2026, the Loan Parties entered into a Third Amendment
to the Amended and Restated Credit Agreement (the “Third Amendment”) with the Lenders, which (i) revised the maturity date
under the Amended and Restated Credit Agreement from December 31, 2026, to April 30, 2027 and (ii) waived the requirement, and related
events of default, that the Company’s financial statements for the fiscal year ending December 31, 2025 be delivered without being
subject to any “going concern” qualification. In connection with the Third Amendment, the Loan Parties
agreed to pay to the Lenders an amendment fee in the aggregate amount of approximately $1.6 million, equal to 1.25% pro rata based on
each Lender’s outstanding principal amount (the “Amendment Fee”). Of the Amendment Fee, approximately $1.3 million is
payable-in-kind by adding such amount to such Coliseum Lenders’ outstanding principal amount. The remaining approximately $346,000
of the Amendment Fee was paid in cash. In connection with the Third Amendment, the Loan Parties also agreed to reimburse the Coliseum
Lenders for certain expenses in the amount of approximately $253,000, payable in cash.
The representations, warranties and covenants contained in the Third
Amendment were made only for purposes of the Third Amendment and as of specific dates; are solely for the benefit of the parties to the
Third Amendment; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made
by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable
to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations
of the actual state of facts or condition of the Company or the Lenders or any of their respective subsidiaries, affiliates, businesses
or stockholders. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after
the date of the Amendment, which subsequent information may or may not be fully reflected in public disclosures or statements by the Company
or the Lenders. Accordingly, investors should read the representations and warranties in the Third Amendment not in isolation but only
in conjunction with the other information about the Company or the Lenders and their respective subsidiaries that the respective companies
include in reports, statements and other filings made with the U.S. Securities and Exchange Commission (the “SEC”).
The foregoing summary of the Third Amendment does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of the Third Amendment, which is attached as Exhibit 10.1
to this report and is incorporated herein by reference.
Item 2.02Item 2.02 - Results of Operations
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On March 31, 2026, Purple Innovation, Inc. (the “Company”)
issued a press release announcing its financial results for the fourth quarter and calendar year ended December 31, 2025. A copy of this
press release is furnished as Exhibit 99.1 to this report and incorporated by reference herein.
The information furnished pursuant to this Item 2.02, including Exhibit
99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The press release furnished herewith in Exhibit 99.1 contains non-GAAP
financial measures. Management believes non-GAAP financial measures assist management and investors in evaluating and comparing period-to-period
results and projections in a more meaningful and consistent manner. Reconciliations for these non-GAAP financial measures to the most
directly comparable GAAP financial measures are included in the press release.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The disclosure under Item 1.01 above describing the Third Amendment
which amends the Amended and Restated Credit Agreement is incorporated herein by reference.
Filed exhibits (1)
EX-99.1 (by filename) ea028245601ex99-1.htm
EX-99.1
3
ea028245601ex99-1.htm
PRESS RELEASE DATED MARCH 25, 2026, REGARDING FINANCIAL RESULTS FOR THE FOURTH QUARTER AND CALENDAR YEAR ENDED DECEMBER 31, 2025
Exhibit 99.1
Purple Innovation Reports Fourth Quarter and
Full Year 2025 Results
Revenue Increases 9% in Fourth Quarter
GAAP Net Loss of $3.2 Million in Fourth Quarter
Delivers $8.8 Million in Adjusted EBITDA in
Fourth Quarter
Full Year Adjusted EBITDA Positive; Gross Margin
Exceeds 40% Target
Lehi, Utah, March 25, 2026 - Purple Innovation, Inc. (NASDAQ:
PRPL) (“Purple”), a comfort innovation company whose mattresses promise to give you “less pain, better sleep,”
today announced results for the fourth quarter and full year ended December 31, 2025.
“2025 marked an important inflection point for Purple,”
said Rob DeMartini, CEO of Purple Innovation. “In the fourth quarter, we delivered revenue growth of approximately 9%, delivered
gross profit expansion, and generated $8.8 million in adjusted EBITDA. We also finished the year profitable on an adjusted EBITDA basis,
a significant milestone that reflects the structural improvements we have made across the business.”
DeMartini continued, “Over the past year, we stren…