Lulu's Fashion Lounge Holdings Inc

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 2024 10-K and in Part II, Item 1A of our Quarterly Reports on Form 10-Q for the quarters ended March 30, 2025. Set forth below are an additional risk factor and material changes to an existing risk factor previously disclosed in th and June 2024 10-K. Ot9, 2025. Ther than the risk factors set forth below, there he have been no material changes to the risk

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factors previously disclosed in the 2024 10-K and the Form 10-Qs for the quarters ended March 30, 2025.

We may not be able to refinance the 2021 Credit Agreement, as amended, on favorable terms within our anticipated timeframe, or at all, in order to meet our current and future capital needs.

The 2021 Credit Agreement, as amended, will mature on August 22, 2nd June 29, 2025 (the "Maturity Date"). The Forbearance Period under the Forbearance Agreement, as amended, also expires on August 22, 2025. Although the Company is currently negotiating a new asset-based revolving credit facility, we may not be able to timely refinance the 2021 Credit Agreement, as amended, on favorable terms, within our anticipated timeframe, or at all, including due to our current financial condition, market volatility and uncertainty resulting from international conflicts or geopolitical tensions, among other factors. Failure to repay the indebtedness outstanding under the 2021 Credit Agreement, as amended, by the Maturity Date, without a timely cure, waiver or further extension of the Forbearance Period, would result in an event of default under the 2021 Credit Agreement, as amended. If an event of default under the 2021 Credit Agreement, as amended, occurs and is not cured or waived, the lenders could elect to declare all amounts outstanding under the 2021 Credit Agreement, as amended, immediately due and payable and exercise other remedies as set forth in the 2021 Credit Agreement, as amended. In addition, the lenders would have the right to enforce their security interests against the collateral pledged to them, which includes substantially all of our assets.

We currently have $5.8 million of indebtedness outstanding under the terms of the 2021 Credit Agreement, as amended. In addition, we expect to require additional capital in the future to respond to business opportunities, challenges, or unforeseen circumstances. If we are unable to refinance the 2021 Credit Agreement, as amended, on favorable terms within our anticipated timeframe, or at all, our ability to repay our indebtedness under the 2021 Credit Agreement, as amended, and continue to grow or support our business, and respond to business challenges could be significantly limited.

We are required to meet the Nasdaq Capital Markets continued listing requirements and other Nasdaq rules, or we may risk delisting. Delisting could negatively affect the price of our common stock, which could make it more difficult for us to sell securities in a future financing or for you to sell our common stock.

We are required to meet the continued listing requirements of the Nasdaq Capital Market and other Nasdaq rules, including those regarding director independence and independent committee requirements, minimum share price, minimum stockholders' equity and certain other continued listing standards and corporate governance requirements.

We have previously failed to meet the continued listing requirements of the Nasdaq Global Market under Nasdaq rules. Specifically, we received a deficiency letter from Nasdaq on February 27, 2025 regarding not being in compliance with the minimum close bid price of $1.00 per share required for continued listing, and we received a deficiency letter on May 21, 2025 regarding not being in compliance with the minimum $10 million of stockholders' equity required for

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continued listing on the Nasdaq Global Market. We regained compliance with these deficiencies through our implementation of the Reverse Stock Split and our transfer to the Nasdaq Capital Market, respectively. While we are currently in compliance with the continued listing requirements of the Nasdaq Capital Market, there can be no guarantee that we will be able to maintain compliance with these requirements in the future. If we are unable to maintain compliance with the continued listing requirements of the Nasdaq Capital Market in the future, our common stock could be delisted.

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