Form 8-K

8-K — Lulu's Fashion Lounge Holdings, Inc.

Accession: 0001104659-26-088998

Filed: 2026-07-31

Period: 2026-07-27

CIK: 0001780201

SIC: 5961 (RETAIL-CATALOG & MAIL-ORDER HOUSES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

July 27, 2026

Date of Report (Date of earliest event reported)

Lulu’s Fashion Lounge Holdings, Inc.

(Exact name of Registrant as Specified in its

Charter)

Delaware

001-41059

20-8442468

(State

or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

495

Ryan Avenue, Suite 125

Chico, California 95973

(Address of Principal Executive Offices) (Zip

Code)

(530) 343-3545

(Registrant’s Telephone Number, Including

Area Code)

N/A

(Former

Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange on

Which Registered

Common

Stock, par value $0.001 per share

LVLU

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth

company x

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On July 27, 2026, Lulu’s Fashion Lounge

Holdings, Inc. (the “Company”) entered into a Second Amendment to the Loan and Security Agreement among the Company, Lulu’s

Fashion Lounge Parent, LLC and Lulu’s Fashion Lounge, LLC, as borrowers, White Oak Commercial Finance, LLC, as administrative agent,

and the lenders party thereto (the “Amendment”). The Amendment changes the date the borrowers can include an increased inventory

formula amount in their revolver borrowing base, for purposes of calculating the amount that may be borrowed under the revolver, from

August 14, 2026 to July 21, 2026 (the “July 2026 Increased Inventory Availability Period”). The Amendment further provides

that, on a going-forward basis after giving effect to the July 2026 Increased Inventory Availability Period, the increased inventory formula

amount may be used once before June 30, 2027 and twice after June 30, 2027 through the third anniversary of the revolver closing date.

The Amendment also provides that during the July 2026 Increased Inventory Availability Period only, for purposes of determining increased

reporting requirements the excess revolver availability requirement is decreased from $5.0 million to $4.0 million. This Amendment gives

the borrowers increased flexibility in accessing borrowings and managing inventory levels. In connection with entering into the Amendment,

the borrowers paid an amendment fee of $10,000, as specified in the Amendment.

The foregoing summary is qualified in its entirety by reference to

the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto to this Current Report on Form 8-K and incorporated by

reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form

8-K is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit Number

Description

10.1

Second Amendment to Loan and Security Agreement, dated as of July 27, 2026, among Lulu’s Fashion Lounge Holdings, Inc., Lulu’s Fashion Lounge Parent, LLC and Lulu’s Fashion Lounge, LLC, as borrowers, White Oak Commercial Finance, LLC, as administrative agent, and the lenders party thereto.

104

Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned hereunto duly authorized.

Lulu’s Fashion Lounge Holdings, Inc.

Date:

July 31, 2026

By:

/s/ Crystal Landsem

Crystal Landsem

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2621625d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

[EXECUTION]

SECOND AMENDMENT TO

LOAN AND SECURITY AGREEMENT

THIS SECOND

AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of July 27, 2026, is entered into

by and among LULU’S FASHION LOUNGE HOLDINGS, INC., a Delaware corporation (“Holdings”), LULU’S

FASHION LOUNGE PARENT, LLC, a Delaware limited liability company (“Parent”), and LULU’S FASHION

LOUNGE, LLC, a Delaware limited liability company (“Lulus”, and together with Holdings, Parent and any other

Person that at any time after the date hereof becomes a Borrower hereunder, jointly, severally and collectively, the

“Borrowers” and each individually a “Borrower”), the Persons from time to time party to the

Loan Agreement (as defined below) as Guarantors, the several financial institutions from time to time party to the Loan

Agreement as Lenders, and WHITE OAK COMMERCIAL FINANCE, LLC, a Delaware limited liability company

(“WOCF”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in

such capacity, “Administrative Agent”). Terms used herein without definition shall have the meanings ascribed to

them in the Loan Agreement defined below.

RECITALS

A.            Borrowers,

Guarantors, Lenders, and Administrative Agent have previously entered into that certain Loan and Security Agreement, dated as of

August 14, 2025 (as amended to date, as amended hereby, and the same may be further amended, restated, amended and restated,

replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”), pursuant to which

Administrative Agent and the Lenders have made certain loans and financial accommodations available to Borrowers.

B.            Loan

Parties have requested, and Administrative Agent and Lenders have agreed, to amend the Loan Agreement on the terms and conditions set

forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of

the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties hereby agree as follows:

1.             Amendments

to Loan Agreement.

(a)           Section 1.01

of the Loan Agreement is hereby amended to insert the following new defined term in the appropriate alphabetical order:

““July 2026 Increased

Inventory Availability Period” means the period (i) commencing on July 21, 2026 and (ii) ending on the date which

is sixty (60) days thereafter. For the avoidance of doubt, the $25,000 fee payable under Section 2.04(g) of the Loan

Agreement on the first day of each Increased Inventory Availability Period shall be due and payable upon the commencement of the July 2026

Inventory Availability Period.”

(b)           The

definition of “Increased Inventory Availability Period” set forth in Section 1.01 of the Loan Agreement is hereby amended

and restated in its entirety to read as follows:

““Increased Inventory Availability Period”

means:

(a) the July 2026 Increased

Inventory Availability Period;

(b) at

all times after the July 2026 Increased Inventory Availability Period through June 30, 2027, a period (i) commencing

on the date on which the Administrative Agent receives written notice from the Administrative Borrower that the Borrowers have

elected to include the Increased Inventory Formula Amount in the Revolver Borrowing Base and (ii) ending on the date

which is sixty (60) days thereafter; provided, that, (A) the Borrowers cannot request more than one

such Increased Inventory Availability Period under this clause (b); and (B) no such Increased Inventory Availability Period

shall commence at any time that an Event of Default exists and is continuing; and

all times after June 30, 2027 through the third anniversary of the Closing Date, a period (i) commencing on the date on

which the Administrative Agent receives written notice from the Administrative Borrower that the Borrowers have elected to include the

Increased Inventory Formula Amount in the Revolver Borrowing Base and (ii) ending on the date which is sixty (60) days

thereafter; provided, that, (A) the Borrowers cannot request more than two such Increased Inventory

Availability Periods under this clause (c); and (B) no such Increased Inventory Availability Period shall commence at any time

that an Event of Default exists and is continuing.”

definition of “Increased Reporting Event” set forth in Section 1.01 of the Loan Agreement is hereby amended and restated

in its entirety to read as follows:

““Increased

Reporting Event” means (a) the occurrence of an Event of Default or (b) any time that Excess Revolver Availability

is less than $5,000,000 (or, solely during the July 2026 Increased Inventory Availability Period, $4,000,000).”

(d)           The

definition of “Increased Reporting Period” set forth in Section 1.01 of the Loan Agreement is hereby amended and restated

in its entirety to read as follows:

““Increased

Reporting Period” means the period commencing upon the occurrence of an Increased Reporting Event and continuing for

(a) any period during which an Event of Default exists and (b) the period (i) commencing at any time Excess Revolver

Availability is less than $5,000,000 (or, solely with respect to an Increased Reporting Event which occurs during the July 2026

Increased Inventory Availability Period, $4,000,000) and (ii) ending on the Business Day immediately following the date on

which Excess Revolver Availability has been greater than or equal to $5,000,000 (or, solely with respect to an Increased Reporting

Event which occurs during the July 2026 Increased Inventory Availability Period, $4,000,000) for thirty (30) consecutive

days.”

2.             Amendment

Fee. In consideration for entering into this Amendment, Borrowers hereby agree to pay to Administrative Agent, for the benefit of

Lenders, an amendment fee in an amount equal to Ten Thousand and No/100 Dollars ($10,000.00) (the “Amendment Fee”).

The parties hereby acknowledge and agree that the Amendment Fee has been fully earned by Administrative Agent, for the benefit of Lenders,

as of the Amendment Effective Date (as defined below) in consideration for entering into this Amendment, and shall not be subject to refund

or rebate for any reason.

3.              Effectiveness

of this Amendment. This Amendment shall become effective upon the satisfaction, as determined by Administrative Agent, of the following

conditions (such date, the “Amendment Effective Date”):

(a)           Amendment.

Administrative Agent shall have received this Amendment, fully executed in a sufficient number of counterparts for distribution to all

parties.

(b)           Increased

Inventory Availability Fee. Administrative Agent shall have received a fee, for the benefit of itself and the Revolver Lenders, the

fee of Twenty-Five Thousand and No/100 Dollars ($25,000.00) due and payable under Section 2.04(g) of the Loan Agreement as a

result of the commencement of the July 2026 Increased Inventory Availability Period.

Fee. Administrative Agent shall have received the Amendment Fee.

(d)           Representations

and Warranties. The representations and warranties set forth herein

and in the Loan Agreement shall be true and correct in all material respects on and as of the date hereof (except that such

materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by

materiality in the text thereof), except to the extent that such representations and warranties specifically refer to an earlier

date, in which case they shall be true and correct in all material respects as of such earlier date (except that such materiality

qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in

the text thereof).

(e)            No

Default or Event of Default. No Default or Event of Default would result after giving effect to this Amendment.

4.             Representations

and Warranties. Each Loan Party represents and warrants as follows:

(a)            Authority.

Such Loan Party has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations

hereunder, under the Loan Agreement (as amended or modified hereby) and under the other Loan Documents to which it is a party.

(b)           Enforceability.

This Amendment has been duly executed and delivered by each Loan Party. This Amendment, the Loan Agreement (as amended or modified hereby)

and each other Loan Document is the legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance

with its terms, and is in full force and effect.

and Warranties. The representations and warranties contained in

the Loan Agreement and each other Loan Document are true and correct in all material respects on and as of the date hereof (except that

such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality

in the text thereof), except to the extent that such representations and warranties specifically refer to an earlier date, in which case

they shall be true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable

to any representations and warranties that already are qualified or modified by materiality in the text thereof).

(d)           Due

Execution. The execution, delivery and performance of this Amendment are within the power of each Loan Party, have been duly authorized

by all necessary corporate action, have received all necessary governmental approval, if any, and do not contravene any law or any contractual

restrictions binding on any Loan Party.

(e)           No

Default. There exists no Default or Event of Default, in each case, immediately before and after giving effect to this Amendment.

5.              Reference

to and Effect on the other Loan Documents.

(a)            Upon

and after the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement”,

“hereunder”, “hereof” or words of like import referring to the Loan Agreement, and each reference in the

other Loan Documents to “the Loan Agreement”, “thereof” or words of like import referring to the Loan

Agreement, shall mean and be a reference to the Loan Agreement as modified and amended hereby.

(b)            Except

as specifically amended above, the Loan Agreement and all other Loan Documents, are and shall continue to be in full force and effect

and are hereby in all respects ratified and confirmed and shall constitute the legal, valid, binding and enforceable obligations of Loan

Parties to Administrative Agent and Lenders.

execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Administrative

Agent or any Lender under the Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the Loan

Agreement or any of the other Loan Documents.

(d)           To

the extent that any terms and conditions in any of the other Loan Documents shall contradict or be in conflict with any terms or

conditions of the Loan Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or

amended accordingly to reflect the terms and conditions of the Loan Agreement as modified or amended

hereby.

6.             Loan

Document. This Amendment shall constitute a Loan Document.

7.              Reaffirmation.

Each Loan Party, as debtor, grantor, mortgagor, pledgor, guarantor, assignor, or in other similar capacities in which such Loan

Party grants liens or security interests in its properties or otherwise acts as accommodation party, guarantor or indemnitor, as the

case may be, in any case under the Loan Documents, hereby (a) acknowledges, ratifies and confirms that all Obligations

constitute valid and existing “Obligations” under the Loan Agreement (as amended by this Amendment), and

(b) ratifies and confirms that (i) any and all Loan Documents to which it is a party and (ii) its respective

guarantees, pledges, grants of security interests and other similar rights or obligations, as applicable, under each of the Loan

Documents to which it is party, in each case, remain in full force and effect notwithstanding the effectiveness of this Amendment.

Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to

“Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such

term is defined in the Loan Agreement (as amended by this Amendment) and (B) that the related guarantees and grants of security

contained in such Loan Documents shall include and extend to such Obligations.

8.             Release.

Effective on the date hereof, each Loan Party hereby waives, releases, remises and forever discharges Administrative Agent and each Lender,

each of their respective Affiliates, and each of their respective successors in title, past, present and future officers, directors, employees,

limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals

and all other persons and entities to whom the Administrative Agent or any Lender would be liable if such persons or entities were found

to be liable to such Loan Party from any and all claims, offsets, defenses and counterclaims, known or unknown, existing on or prior to

the date hereof with respect to the Loan Agreement or any other Loan Document, such waiver and release being with full knowledge and understanding

of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

9.              Governing

Law; Dispute Resolution. SECTIONS 10.16 (“GOVERNING LAW: JURISDICTION, ETC.”) and

10.17 (“WAIVER OF RIGHT TO JURY TRIAL”) OF THE LOAN AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE, AND SHALL APPLY TO THIS

AMENDMENT MUTATIS MUTANDIS AS IF FULLY SET FORTH HEREIN.

10.            Miscellaneous.

Sections 1.02 (“Certain Rules of Construction”), 10.01 (“Amendments, Etc.”), 10.02 (“Notices; Electronic

Communications”), 10.06 (“Successors and Assigns”), 10.10 (“Counterparts; Integration; Effectiveness”),

10.12 (“Severability”) and 10.18 (“Waivers Regarding Insolvency Proceedings.”) of the Loan Agreement are incorporated

herein by reference, and shall apply to

this Amendment mutatis mutandis as if fully set forth herein.

[Remainder of page Intentionally Blank]

IN WITNESS

WHEREOF, the parties have entered into this Amendment as of the date first above written.

BORROWERS:

LULU’S

FASHION LOUNGE HOLDINGS, INC.,

a Delaware corporation

By:

/s/

Crystal Landsem

Name:

Crystal

Landsem

Title:

CEO

LULU’S FASHION LOUNGE PARENT, LLC,

a Delaware limited

liability company

By:

/s/

Crystal Landsem

Name:

Crystal

Landsem

Title:

CEO

LULU’S FASHION LOUNGE, LLC,

a Delaware limited liability

company

By:

/s/

Crystal Landsem

Name:

Crystal

Landsem

Title:

CEO

[Signatures continue on following page]

[Signature Page to Second Amendment to Loan and Security

Agreement]

ADMINISTRATIVE

AGENT:

WHITE

OAK COMMERCIAL FINANCE, LLC,

as Administrative Agent

By:

/s/ Meredith Fitz

Name:

Meredith Fitz

Title:

Executive Vice President

LENDERS:

WHITE OAK ABL 3, LLC,

as a Lender

By:

/s/ Meredith Fitz

Name:

Meredith Fitz

Title:

Executive Vice President

[Signature Page to Second Amendment to Loan and Security

Agreement]

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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