Lulu's Fashion Lounge Holdings Inc. Common Stock

Item 1A. Risk Factors.

For detailed information about certain risk factors that could materially affect our business, financial condition or future results see Risk Factors in Part I, Item 1A of our 2023 10-K and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. Set forth below are material changes to ouran existing risk factors previously disclosed in the 2023 10-K. Other than the risk factors set forth below, there have been no material changes to the risk factors previously disclosed in the 2023 10-K.

We cannot g and our Quarantee that our 2024 terly Repurchase Program will enhance long-ort on Form 10-Q for the quarterm stockholder value. Stock repurchases could also increase the volatility of the trading pric ended June 30, 2024.

We may require additional capital to support business growth and this capital might not be available of our stock and could diminish our cash reserves.

Although our may be available only by diluting existing stockholders or board of directors has authorized the 2024 Repurchase Program, the program does ny raising additional debt financing at restrictive terms.

We may need to raise additional funds, and we may not obligate us be able to repurchase any specific dollar amounobtain additional debt or to acequire any specific number of shares of common stock. The actual timing, number, and value of shares repurchased in the future will be determined byty financing on favorable terms or at all. If we raise additional equity financing, stockholders may experience significant dilution of the Company in its discreir ownership interests. If we raise addition and willal depend on a number of factors, including stock price, trading volume, market cobt financing, we may be required to accept terms that restrict our ability to

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indcur additions, applicable legal requirements, our capital needs, and whether al indebtedness, force us to maintain specified liquidity or othere is a bette ratios or restrict our alternative use of capital. The 2bility to pay dividends or make acquisitions.

As of November 12, 2024 Repurchase Program has no expiration date but it may be modified, susp, we have no further access to funds under our 2021 Revolving Facility in accordance with the terms of the November 2024 Amended or terminated at any time, and we cannot guarantee that we will purchase shares up to thCredit Agreement, which, among other things, extends our reporting deadline for our financial statements and covenant compliance certificate full dollar amount authorized by theor the third quarter 2024 Repurchase Program or that it will enhto December 16, 2024. If we have not refinance long-term stockholder value. The failure to repurchase common stock after we have announcd the 2021 Revolving Facility or obtained a further waiver or amendment of the November 2024 Amended our intentionCredit Agreement prior to do so may negatively impacDecember 16, 2024, we expect to be in default of our reputation2024 Amended Credit Agreement and investor confidence in us and may negatively affect our stockas a result our lenders would have the right in such circumstances to terminate any commitments to price. Fovide furthermore, our execution of the share repurchase program could affect the trading price of our comm borrowings and to elect to declare all outstanding borrowings, together with accrued interest and other fees, to be immediately due and payable. For further information stock and increase on the 2021 Revolatving Facility, and any announcethe 2024 Amended Credit Agreement of a termination of the, and the November 2024 Repurchase Program may result in a decreaAmended Credit Agreement, see Note 5, Debt and Note 13, Subsequent Events. If we need additional capital and cannot raise in tht on acceptable trading price of erms, or at all, our common stock. In addition, the 2024 Repurability to continue to support our business growth and to respond to business chase Programllenges could diminish be significantly limited and our cash reservesbusiness and prospects could fail or be adversely affected.