0001104659-26-036884 | 10-K | XBRL Viewer | Lulus Fashion Lounge Holdings INC

Stockholders' Equity

12 Months Ended

Dec. 28, 2025

8.Stockholders' Equity

Common Stock

The Company has authorized the issuance of 250,000,000 shares of common stock, $0.001 par value ("common stock") as of December 28, 2025. Holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders of the Company. Subject to the preferences that may be applicable to any outstanding share of preferred stock, the holders of common stock are entitled to receive dividends, if any, as may be declared by the Board of Directors. No dividends have been declared to date. As of December 28, 2025, the Company has reserved 10,760 shares of common stock for issuance upon the exercise of stock options, and 244,449 shares of common stock available for future issuance under the Omnibus Equity Plan, and 74,764 shares of common stock available for future issuance under the 2021 Employee Stock Purchase Plan (the “ESPP”), as adjusted on a retroactive basis for the Reverse Stock Split. Refer to "Reverse Stock Split" within this Note 8, Stockholder’s Equity for additional details. Both equity plans are further described below.

Preferred Stock

Pursuant to the Company’s Amended and Restated Certificate of Incorporation, the Company is authorized to issue 10,000,000 shares of preferred stock having a par value of $0.001 per share. The Company’s Board of Directors has the authority to issue preferred stock and to determine the rights, preferences, privileges, and restrictions, including voting rights, of those shares. As of December 28, 2025, no shares of preferred stock were issued and outstanding.

Equity-Based Compensation

Omnibus Equity Plan and Employee Stock Purchase Plan

In connection with the closing of the IPO, the Company adopted the Omnibus Equity Plan and the ESPP.

Under the Company’s Omnibus Equity Plan, incentive awards may be granted to employees, directors, and consultants of the Company. The Company initially reserved 247,933 shares of common stock, for future issuance under the Omnibus Equity Plan, including any shares subject to awards under the 2021 Equity Incentive Plan (the “2021 Equity Plan”) that

are forfeited or lapse unexercised. The number of shares reserved for issuance under the Omnibus Equity Plan automatically increases on the first day of each fiscal year, starting in 2022 and continuing through 2031, by a number of shares equal to (a) 4% of the total number of shares of the Company’s common stock outstanding on the last day of the immediately preceding fiscal year or (b) such smaller number of shares as determined by the Company’s Board of Directors. The Company has registered shares issuable under the Omnibus Equity Plan pursuant to various Registration Statements on Form S-8.

Under the ESPP, the Company initially reserved 49,587 shares of common stock, for future issuance. The number of shares of common stock reserved for issuance automatically increases on the first day of each fiscal year beginning in 2022 and ending in 2031, by a number of shares equal to (a) 1% of the total number of shares of the Company’s common stock outstanding on the last day of the immediately preceding fiscal year or (b) such smaller number of shares as determined by the Company’s Board of Directors. The Company has registered shares issuable under the ESPP pursuant to various Registration Statements on Form S-8.

As of December 28, 2025, the Company had 244,449 and 74,764 shares available for issuance under the Omnibus Equity Plan and ESPP, respectively. The compensation committee of the Company’s Board of Directors (the “Compensation Committee”) administers the Omnibus Equity Plan and determines to whom awards will be granted, the exercise price of any options, the rates at which awards vest and the other terms and conditions of the awards granted under the Omnibus Equity Plan. The Compensation Committee may or may not issue the full number of shares that are reserved for issuance.

The Company’s initial ESPP offering period commenced on August 26, 2022. The ESPP consists of consecutive, overlapping 12-month offering periods that begin on each August 26 and February 26 during the term of the ESPP, and end on each August 25 and February 25 occurring 12 months later, as applicable. Each offering period is comprised of two consecutive six-month purchase periods that begin on each August 26 and February 26 within each offering period and end on each February 25 and August 25, respectively, thereafter. The duration and timing of offering periods and purchase periods may be changed by the Company’s Board of Directors or Compensation Committee at any time. The ESPP allows participants to purchase shares of the Company’s common stock at a 15 percent discount from the lower of the Company’s stock price on (i) the first day of the offering period or on (ii) the last day of the purchase period and includes a rollover mechanism for the purchase price if the stock price on the purchase date is less than the stock price on the offering date. The ESPP also allows participants to reduce their percentage election once during the offering period, but they cannot increase their election until the next offering period.

The Company recognizes equity-based compensation expense related to shares issued pursuant to the ESPP on a graded vesting approach over each offering period. During 2025, equity-based compensation expense related to the ESPP was immaterial. During 2025 and 2024, the Company issued 12,609 shares and 7,315 shares, respectively, pursuant to the ESPP six-month purchase periods.

The Company used the Black-Scholes model to estimate the fair value of the purchase rights under the ESPP. During 2025, the Company utilized the following assumptions:


Expected term (in years)		0.50 to 1.00
Expected volatility		102.85 to 117.46	%
Risk-free interest rate		3.85 to 4.06	%
Dividend yield		-
Weighted-average fair value per share of ESPP awards granted	$	0.86 to 2.01

Equity-based compensation expense is included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

2024 Stock Repurchase Program

On May 3, 2024, the Company's Board of Directors authorized the 2024 Repurchase Program. The actual timing, number, and value of shares repurchased in the future will be determined by the Company in its discretion and will continue to depend on a number of factors, including market conditions, applicable legal requirements, our capital needs, and whether there is a better alternative use of capital.

The table below summarizes the share repurchase activity for the fifty-two weeks ended December 28, 2025 under our 2024 Repurchase Program. As of December 28, 2025, $1.1 million remained available under the 2024 Repurchase Program authorization.


									Maximum Dollar Value
		Total Number		Weighted-		Aggregate			of Shares that May Yet
		of Shares		Average Price		Purchase			Be Purchased Under
Period		Purchased ⁽¹⁾		Paid Per Share		Price ⁽²⁾			the 2024 Repurchase Program
Fifty-two weeks ended December 28, 2025		123,934		$	7.15	$	886,264	$	1,117,998

(1)

The shares of common stock were purchased in open market transactions pursuant to 10b5-1 purchase plans entered into by the Company.

(2)

Amount includes broker commissions

Reverse Stock Split

On June 11, 2025, the Company’s Board of Directors approved the Reverse Stock Split of the Company’s common stock, par value $0.001 per share. On June 26, 2025, the Company filed a Certificate of Amendment to the Company’s amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. As a result, each stockholder of record on June 26, 2025 received one share of common stock for every fifteen shares held on the record date. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders who otherwise would have been entitled to receive fractional shares because they held a number of shares of common stock not evenly divisible by the Reverse Stock Split ratio, received such number of shares of common stock rounded up to the nearest whole number. All share, equity award, and per share amounts presented herein have been retroactively adjusted to reflect this Reverse Stock Split, as applicable. The Reverse Stock Split was effective for purposes of trading on the Nasdaq Capital Market as of the opening of business on July 7, 2025.

2021 Equity Plan

During April 2021, the Company’s Board of Directors adopted the 2021 Equity Plan. The 2021 Equity Plan provided for the issuance of incentive stock options, restricted stock, RSUs and other equity-based and cash-based awards to the Company’s employees, directors, and consultants. The maximum aggregate number of shares reserved for issuance under the 2021 Equity Plan was 61,667 shares. The options outstanding under the 2021 Equity Plan expire ten years from the date of grant. The Company issues new shares of common stock to satisfy stock option exercises. In connection with the closing of the IPO, no further awards will be granted under the 2021 Equity Plan.

Former CEO Stock Options and Special Compensation Awards

In April 2021, the Company entered into an Employment Agreement (the “McCreight IPO Employment Agreement”) with the former CEO, David McCreight, and granted stock options under the 2021 Equity Plan to purchase 21,520 shares

of common stock with an exercise price of $170.25 per share, which vest based on service and performance conditions. 18,342 of these stock options have only service vesting conditions, and 3,177 of these stock options have both service and performance vesting conditions. In addition, a portion of these stock options were subject to accelerated vesting conditions upon the occurrence of certain future events, which were satisfied upon the closing of the IPO. As previously disclosed on a Form 8-K filed on February 13, 2023 (the “February 2023 8-K”), Mr. McCreight voluntarily forfeited 10,760 unvested stock options of the Company. During the thirteen weeks ended April 2, 2023, the forfeiture of 10,760 unvested stock options resulted in immediate acceleration of the remaining $1.2 million of compensation expense which was recorded to general and administrative expense. As previously disclosed in the February 2023 8-K, the Company and David McCreight also entered into the First Amendment to Lulu’s Fashion Lounge Holdings, Inc. 2021 Equity Incentive Plan Stock Option Agreement that extended the post-termination exercise period of 10,760 vested stock options from 90 days to three (3) years from a termination of service other than for cause, death or disability.

Under the McCreight IPO Employment Agreement, Mr. McCreight received two bonuses in the form of 13,928 fully-vested shares of the Company’s common stock. The Company recognized the final $0.4 million of equity-based compensation expense related to this award in the thirteen weeks ended April 2, 2023.

Stock Options

A summary of stock option activity in 2025 is as follows:


				Weighted-			Weighted-
				Average			Average
				Exercise			Remaining		Aggregate
		Options		Price per			Contractual		Intrinsic
		Outstanding		Option			Life (years)		Value
Balance as of December 29, 2024		10,760		$	170.25		6.29
Granted		—			—		—
Forfeited		—			—		—
Outstanding as of December 28, 2025		10,760		$	170.25		5.29
Exercisable as of December 28, 2025		10,760		$	170.25		5.29		$	—
Vested and expected to vest as of December 28, 2025		10,760		$	170.25		5.29		$	—

There were no options granted during 2025 and 2024. The Company had no equity-based compensation expense or unrecognized compensation cost related to stock options during 2025 and 2024.

Restricted Stock and RSUs

Immediately before the completion of the IPO, the LP was liquidated and the unit holders of the LP received shares of the Company’s common stock in exchange for their units of the LP. The Class P unit holders received approximately 130,940 shares of common stock, comprised of approximately 102,420 shares of vested common stock and approximately 28,520 shares of unvested restricted stock. Any such shares of restricted stock received in respect of unvested Class P units of the LP were subject to vesting and a risk of forfeiture to the same extent as the corresponding Class P units. The Company recognized the final $0.3 million of equity-based compensation expense related to exchanged restricted stock during 2024. As of December 29, 2024, the exchanged restricted stock was settled in fully-vested shares of the Company. The fair value of restricted stock vested during 2024 was $0.04 million.

On March 20, 2025, Mark Vos, the Company’s President and Chief Information Officer, and Ms. Holt, the Company’s Former Chief Merchandising Officer, received grants of 24,000 RSUs and 3,333 RSUs, respectively, pursuant to their respective employment agreements and RSU Award Agreements, which vest (or were scheduled to vest) in equal, quarterly installments on the last day of each calendar quarter, starting on March 31, 2025, subject to continued service requirements. On March 20, 2025, the Company granted a total of 3,649 RSUs, to certain employees, which vest in

equal installments over a three-year service period. On November 6, 2025, the Board approved a plan to streamline the Company’s merchandising and buying function, including a reduction in force of those teams, to better align with the Company’s strategic and financial needs. In conjunction with this reduction in force, Ms. Holt, who held the role of Chief Merchandising Officer, elected to resign from the Company, effective November 7, 2025. Subject to the execution of a release of claims by Ms. Holt, the Company treated her departure as a resignation for good reason and is paying Ms. Holt severance benefits equivalent to those set forth in Section 3.4 of the CMO Employment Agreement entered into on December 21, 2023, which was filed as Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed on March 6, 2024. Pursuant to the terms of the CMO Employment Agreement and the Lulu's Fashion Lounge Holdings, Inc. Omnibus Equity Plan (the “the Omnibus Equity Plan”), 100% of Ms. Holt’s unvested RSUs were forfeited on the effective date of her resignation.

On April 28, 2025, the Compensation Committee of the Company approved an amendment to the Company's Non-Employee Director Compensation Program to (i) eliminate the additional annual RSU award for the Non-Employee Board Chair and increase the applicable cash retainer to $75,000 for the Non-Employee Board Chair, (ii) provide that each award of RSUs under the Omnibus Equity Plan may be limited by a share price floor established from time to time by the Compensation Committee, (iii) permit the Compensation Committee to annually determine whether to allow Non-Employee directors to elect to convert all or a portion of their annual retainers into awards of RSUs, (iv) allow for Non-Employee Directors to waive their right to receive compensation under the Non-Employee Director Compensation Program entirely or for a specific period, and (v) permit for cash to be paid in lieu of any RSU grant or portion of any RSU grant under the Non-Employee Director Compensation Program and provide for flexibility relating to the timing of any cash payment or award of RSUs as the Compensation Committee may deem appropriate.

After evaluating the potential dilutive impact of the non-employee director RSU awards pursuant to the Company’s Amended Non-Employee Director Compensation Program, on May 1, 2025, the Board approved a one-time, cash payment of $50,000 to each eligible non-employee director in lieu of his or her $100,000 fiscal year 2025 annual RSU award. This cash payment will be payable on the date of the 2026 annual meeting of stockholders, subject to each non-employee director’s continued service on the Board through such payment date. On May 30, 2025, Tiffany R. Smith notified us of her decision to resign as Chief Financial Officer, effective June 30, 2025. Ms. Smith’s unvested RSUs were forfeited on the effective date of her resignation.

The Company recognized equity-based compensation expense of $3.9 million and $6.3 million during the years ended 2025 and 2024, respectively, related to the RSUs. As of December 28, 2025, the unrecognized equity-based compensation expense is $2.4 million and will be recognized over a weighted-average period of 1.01 years.

The following table summarizes the roll forward of unvested RSUs in 2025:


		Weighted-
	Unvested	Average Fair
	RSUs	Value per Share
Balance at December 29, 2024	243,582	$	39.20
RSUs granted	34,332		7.70
RSUs vested	(143,214)		36.71
RSUs forfeited	(27,563)		28.89
Balance at December 28, 2025	107,137	$	35.09

The fair value of RSUs vested during 2025 was $1.1 million.

The Company recognized a tax benefit of $1.3 million, $1.5 million and $1.5 million related to equity-based compensation expense in 2025, 2024 and 2023, respectively.

Performance Stock Units (“PSUs”)

On March 20, 2025, Mark Vos received a grant of 20,000 PSUs, which vest on the date when both of the following have occurred: (i) Performance Achievement: the Volume-Weighted-Average Price of the Company’s common stock over trailing 10 trading days equals or exceeds $150.00, as adjusted for the Reverse Stock Split, on a date when Mr. Vos remains employed by the Company or within 90 days following termination of Mr. Vos' employment; and (ii) Service Achievement: Mr. Vos remains employed with the Company through December 31, 2025. On March 20, 2025, Ms. Holt received a grant of 3,333 PSUs, which would have vested on the date when both of the following occurred, provided that Ms. Holt had remained employed with the Company through such date: (i) the Company filed a Form 10-Q or Form 10-K with the SEC indicating that the Company had trailing twelve months’ net revenue that was at least $150 million more than the Company’s net revenue in the fiscal year ended December 31, 2023 and (ii) the second anniversary of Ms. Holt's start date had occurred. As discussed above, in conjunction with the reduction in force of the Company's merchandising and buying function teams, Ms. Holt elected to resign from the Company, effective November 7, 2025. 100% of Ms. Holt’s unvested PSUs were forfeited on the effective date of her resignation.

The Company recognized equity-based compensation expense of $0.6 million and $2.0 million during 2025 and 2024, respectively, related to the PSUs. As of December 28, 2025, the unrecognized equity-based compensation expense is $0.1 million for the financial milestones that were considered probable of achievement, which will be recognized over a weighted-average period of 1.05 years.

The following table summarizes the roll forward of unvested PSUs during 2025:


		Weighted-
	Unvested	Average Fair
	PSUs	Value per Share
Balance at December 29, 2024	144,105	$	37.71
PSUs granted	23,333		4.05
PSUs vested	—		—
PSUs forfeited	(6,667)		19.20
Balance at December 28, 2025	160,771	$	33.59

- Definition

The entire disclosure for equity.

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+ Details

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 28, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	We have a cross-departmental approach to addressing cybersecurity risk, including input from our Board of Directors (the “Board”), Audit Committee, employees and third-party experts. The Board, Audit Committee, and senior management devote significant resources to cybersecurity and risk management processes to adapt to the changing cybersecurity landscape and respond to emerging threats in a timely and effective manner. We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection and mitigation. Our information technology (“IT”) team reviews cybersecurity risks periodically, and we have a set of Company-wide policies and procedures concerning cybersecurity matters, including policies related to encryption standards, remote access, multi factor authentication, confidential information, the use of the internet, social media, email and wireless devices and incident response. These policies go through an internal review process by members of management and appropriate Board committees, as applicable. The Company’s President and Chief Information Officer, who has a Certified Chief Information Security Officer certification and over a decade of experience leading information and cyber security oversight, is responsible for developing and implementing our information security program, overseeing our IT team and reporting on cybersecurity matters to the Audit Committee. We view cybersecurity as a shared responsibility, and we consult with third-party resources and advisors as needed on information security maturity assessments, penetration testing, dark web reviews, best practices to address new challenges, and, when applicable, digital forensics. All employees are required to complete annual information security trainings and have access to more frequent online information security trainings. We continue to prioritize our investments in IT security, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting capabilities and engaging experts. We regularly test defenses by performing simulations and drills at both a technical level (including through penetration tests) and by reviewing our operational policies and procedures with third-party experts. At the management level, our IT security team regularly monitors alerts and meets to discuss threat levels, trends and remediation. Further, we conduct periodic external penetration tests, bug bounty hackathons and maturity assessments to assess our processes and procedures and the threat landscape. These tests and assessments are useful tools for maintaining a robust cybersecurity program to protect our investors, customers, employees, vendors and intellectual property.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection and mitigation. Our information technology (“IT”) team reviews cybersecurity risks periodically, and we have a set of Company-wide policies and procedures concerning cybersecurity matters, including policies related to encryption standards, remote access, multi factor authentication, confidential information, the use of the internet, social media, email and wireless devices and incident response. These policies go through an internal review process by members of management and appropriate Board committees, as applicable.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Our Board previously had a Technology and Innovation Committee which oversaw jointly, alongside the Audit Committee, matters of technology, innovation, cybersecurity and information security. The Technology and Innovation Committee was dissolved in September 2024 as part of the Company’s Board restructuring and its responsibilities were redistributed to the Audit Committee. The Audit Committee and the full Board actively participate in discussions with management and amongst themselves regarding cybersecurity risks. The Audit Committee receives quarterly cybersecurity reports, which include a review of key performance indicators, test results and related remediation, and recent threats and how the Company is managing those threats. The Audit Committee oversees cybersecurity disclosures and receives periodic reports from management and the IT team. Further, the Audit Committee periodically discusses the Company’s actions to identify and detect threats, as well as its cybersecurity strategic roadmap.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	Audit Committee
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	The Audit Committee and the full Board actively participate in discussions with management and amongst themselves regarding cybersecurity risks. The Audit Committee receives quarterly cybersecurity reports, which include a review of key performance indicators, test results and related remediation, and recent threats and how the Company is managing those threats. The Audit Committee oversees cybersecurity disclosures and receives periodic reports from management and the IT team. Further, the Audit Committee periodically discusses the Company’s actions to identify and detect threats, as well as its cybersecurity strategic roadmap.
Cybersecurity Risk Role of Management [Text Block]	The Company’s President and Chief Information Officer, who has a Certified Chief Information Security Officer certification and over a decade of experience leading information and cyber security oversight, is responsible for developing and implementing our information security program, overseeing our IT team and reporting on cybersecurity matters to the Audit Committee. We view cybersecurity as a shared responsibility, and we consult with third-party resources and advisors as needed on information security maturity assessments, penetration testing, dark web reviews, best practices to address new challenges, and, when applicable, digital forensics. All employees are required to complete annual information security trainings and have access to more frequent online information security trainings. We continue to prioritize our investments in IT security, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting capabilities and engaging experts. We regularly test defenses by performing simulations and drills at both a technical level (including through penetration tests) and by reviewing our operational policies and procedures with third-party experts. At the management level, our IT security team regularly monitors alerts and meets to discuss threat levels, trends and remediation. Further, we conduct periodic external penetration tests, bug bounty hackathons and maturity assessments to assess our processes and procedures and the threat landscape. These tests and assessments are useful tools for maintaining a robust cybersecurity program to protect our investors, customers, employees, vendors and intellectual property.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	President and Chief Information Officer
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	The Company’s President and Chief Information Officer, who has a Certified Chief Information Security Officer certification and over a decade of experience leading information and cyber security oversight, is responsible for developing and implementing our information security program, overseeing our IT team and reporting on cybersecurity matters to the Audit Committee
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	We view cybersecurity as a shared responsibility, and we consult with third-party resources and advisors as needed on information security maturity assessments, penetration testing, dark web reviews, best practices to address new challenges, and, when applicable, digital forensics. All employees are required to complete annual information security trainings and have access to more frequent online information security trainings.We continue to prioritize our investments in IT security, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting capabilities and engaging experts. We regularly test defenses by performing simulations and drills at both a technical level (including through penetration tests) and by reviewing our operational policies and procedures with third-party experts. At the management level, our IT security team regularly monitors alerts and meets to discuss threat levels, trends and remediation. Further, we conduct periodic external penetration tests, bug bounty hackathons and maturity assessments to assess our processes and procedures and the threat landscape. These tests and assessments are useful tools for maintaining a robust cybersecurity program to protect our investors, customers, employees, vendors and intellectual property.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

Significant Accounting Policies - Revenue Recognition (Details) $ in Thousands	12 Months Ended
	Dec. 28, 2025 USD ($) item	Dec. 29, 2024 USD ($)	Dec. 31, 2023 USD ($)
Disaggregation of Revenue
Number of performance obligation \| item	1
Practical expedient	true
Number of contractual liabilities \| item	2
Net revenue	$ 282,284	$ 315,887	$ 355,175
Cash provided by operating activities	1,379	2,601	15,421
Stored-Value Cards
Disaggregation of Revenue
Revenue recognized	(5,006)	(3,722)	(4,073)
Significant changes in the contract liabilities balances
Beginning Balance	17,883	13,142	10,828
Revenue recognized that was included in contract liability balance at the beginning of the period	(5,006)	(3,722)	(4,073)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period	5,354	8,463	6,387
Ending Balance	18,231	17,883	13,142
Stored-value gift cards and store credits
Disaggregation of Revenue
Net revenue	$ 4,800	$ 1,300	$ 1,000

Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 28, 2025	Dec. 29, 2024
Deferred tax assets:
Accruals and allowances	$ 2,359	$ 2,774
Interest disallowance	2,163	2,140
Inventory capitalization and other adjustments	1,780	1,958
Deferred revenue	3,488	2,730
Equity-based compensation	1,087	1,433
Net operating losses and tax credit carryforwards	5,926	2,679
R&D capitalization	2,972	4,255
Lease liabilities	4,134	6,469
Other	7
Gross deferred tax assets	23,916	24,438
Deferred tax liabilities:
Depreciation and amortization	(4,539)	(3,978)
Lease right-of-use asset	(3,575)	(5,919)
Other		(443)
Gross deferred tax liabilities	(8,114)	(10,340)
Valuation Allowance	(16,700)	(14,912)
Net deferred tax assets (liabilities)	$ (898)	$ (814)

Balance Sheet Components (Tables)

12 Months Ended

Dec. 28, 2025

Balance Sheet Components

Schedule of property and equipment, net

Property and equipment, net consisted of the following (in thousands) as of:


		Estimated Useful Lives		December 28,			December 29,
		in Years		2025			2024
Leasehold improvements		1 – 6		$	3,504		$	5,011
Equipment		1 – 5			3,589			3,799
Furniture and fixtures		1 – 6			1,742			1,698
Total property and equipment					8,835			10,508
Less: accumulated depreciation and amortization					(6,524)			(6,866)
Property and equipment, net				$	2,311		$	3,642

Schedule of accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands) as of:


		December 28,		December 29,
		2025		2024
Accrued compensation and benefits		$	4,826	$	5,707
Accrued marketing			4,659		2,364
Accrued inventory			3,369		4,353
Accrued freight			2,460		1,897
Other			2,097		1,664
Accrued expenses and other current liabilities		$	17,411	$	15,985

Fair Value Measurements

12 Months Ended

Dec. 28, 2025

Fair Value Measurements

Fair Value Measurements

3.Fair Value Measurements

The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes three levels of the fair value hierarchy as follows:

Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3—Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued expenses, other current liabilities and borrowings under the 2025 Credit Agreement. As of December 28, 2025 and December 29, 2024, the carrying values of cash and cash equivalents, accounts payable, accrued expenses and other current liabilities approximate fair value due to their short-term maturities.

On August 14, 2025, the Company and its subsidiaries (collectively, the “Borrowers”) entered the 2025 Credit Agreement which is an asset-based revolving credit facility with a $20.0 million commitment, a $5.0 million uncommitted accordion and a $1.0 million sublimit for letters of credit. The amount that may be borrowed under the 2025 Credit Agreement is based on a borrowing base calculated based on advance rates for various assets serving as collateral for the 2025 Credit Agreement. Borrowings bear interest at a rate equal to the 30-day SOFR rate plus 3.95% and is secured by a first-priority security interest in and lien upon all tangible and intangible personal property of the Borrowers, now owned or acquired in the future. Because the interest rate is variable and reset based on SOFR with a market-based margin, the fair value of amounts outstanding under the 2025 Credit Agreement approximates carrying value.

As of the annual goodwill and tradename impairment assessment date for fiscal year 2025, the Company performed a qualitative assessment of its goodwill, tradename and intangible assets as of December 28, 2025 and determined that no events or changes in circumstances were identified that would indicate potential impairment related to the goodwill, tradename, and intangible assets recorded during the fifty-two weeks ended December 28, 2025.

As of the annual goodwill and tradename impairment assessment date performed on the first day of the fourth quarter, for fiscal year 2024, the Company performed a qualitative assessment of its goodwill and tradename and determined that it is more likely than not that the fair value of its reporting unit exceeds the carrying value of the reporting unit. However, during the fourth quarter of 2024, due to a sustained decline in its stock price coupled with continuing net losses the Company concluded that they were significant enough factors to warrant a quantitative assessment of its goodwill and tradename. For goodwill assessment, the Company utilized a combination of (i) the guideline public company method applying revenue and EBITDA multiples of similar companies and (ii) the discounted cash flow method. The fair value determination used in the impairment assessment requires estimates of the fair values based on present value or other valuation techniques or a combination thereof, necessitating subjective judgments and assumptions by management. These estimates and assumptions could result in significant differences to the amounts reported if underlying circumstances were to change. As a result of the goodwill impairment test conducted in the fourth quarter ended December 29, 2024, the Company concluded that the carrying value of the Company’s single reporting unit exceeded the fair value, and a goodwill impairment charge of $28.4 million was recorded. No goodwill impairment was recorded for the year ended December 31, 2023. The carrying values of goodwill is $7.0 million as of December 28, 2025, and December 29, 2024. For fiscal year 2024, for tradename assessment, the Company utilized the income-based relief-from-royalty method to value the trademark intangible assets. Under this method, revenues expected to be generated by the trademark are multiplied by a selected royalty rate. The royalty rate was selected based on consideration of (i) royalty rates received by market participants in industries similar to the Company’s and (ii) the current operating performance of the reporting unit. The estimated after-tax royalty revenue stream is then discounted to present value using the reporting unit’s WACC plus a spread that factors in the risk of the intangible asset. There were no additions to, disposals of, or impairments of the tradename during 2025, 2024 and 2023. There was no accumulated impairment of the tradename as of December 28, 2025, and December 29, 2024.

The fair value measurement associated with the quantitative goodwill and tradename tests for fiscal year 2024 is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Stockholders' Equity - Reverse Stock Split (Details)	Jul. 07, 2025	Jun. 26, 2025	Dec. 28, 2025 $ / shares	Jun. 11, 2025 $ / shares	Dec. 29, 2024 $ / shares
Stockholders' Equity
Common stock, par value (in dollars per share)			$ 0.001	$ 0.001	$ 0.001
Reverse stock split	0.0667	0.0667

Description of Business, Organization and Liquidity

12 Months Ended

Dec. 28, 2025

Description of Business, Organization and Liquidity

Description of Business, Organization and Liquidity

1.Description of Business, Organization and Liquidity

Organization and Business

Lulu’s Fashion Lounge Holdings, Inc., a Delaware Corporation (“Lulus”, “we”, “our”, or the “Company”), was formed on August 25, 2017 as a holding company and its primary asset is an indirect membership interest in Lulu’s Fashion Lounge, LLC, the operating company. Prior to the Company’s initial public offering, the Company was majority-owned by Lulu’s Holdings, L.P. (the “LP”), the prior parent company. In connection with the Company’s initial public offering, the LP was liquidated.

Lulu’s Fashion Lounge, LLC was founded in 1996, starting as a vintage boutique in Chico, California that began selling online in 2005 and transitioned to a purely online business in 2008. The LP was formed in 2014 as a holding company and purchased 100% of Lulu’s Fashion Lounge, LLC’s outstanding common stock in 2014. The Company, based in Chico, California, through Lulu’s Fashion Lounge, LLC, is a women’s clothing brand offering modern, feminine styles at accessible prices for every occasion. Our goal is to make every customer feel their most confident and beautiful for the moments that matter most.

Impact of Macroeconomic Trends on Business

Changing macroeconomic factors, including inflation, interest rates, tariffs or bans, world events, wars and domestic and international conflicts, existing and future laws, regulations, directives and executive orders, and overall consumer confidence with respect to current and future economic conditions have directly impacted our sales as discretionary consumer spending levels and shopping behavior fluctuate with these factors. We have responded to these factors by taking appropriate pricing, promotional and other actions to stimulate customer demand. These factors are expected to continue to have an impact on our business, results of operations, our growth and financial condition.

Liquidity

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The primary sources of funds for our business activities are cash flows from operations and our 2025 Credit Agreement. We believe the cash on hand, cash provided by operations and cash available under the 2025 Credit Agreement will enable us to meet our obligations for at least the next 12 months. For further information on the 2025 Credit Agreement, see Note 5, Debt.

Consolidated Statements of Stockholders' Equity - USD ($)	Common Stock RSUs	Common Stock 2023 MBO Bonus Plan	Common Stock	Additional Paid-In Capital RSUs	Additional Paid-In Capital 2023 MBO Bonus Plan	Additional Paid-In Capital	Accumulated Deficit	Treasury Stock	RSUs	2023 MBO Bonus Plan	Total
Balance at Jan. 01, 2023			$ 39,000			$ 238,725,000	$ (173,871,000)				$ 64,893,000
Balance (in shares) at Jan. 01, 2023			2,617,289
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for vesting of RSUs			$ 2,000								2,000
Issuance of common stock for vesting of RSUs (in shares)			128,833
Issuance of common stock for special compensation award						376,000					376,000
Issuance of common stock for special compensation award (in shares)			13,928
Issuance of common stock for employee stock purchase plan (ESPP)						487,000					487,000
Issuance of common stock for employee stock purchase plan (ESPP) (in shares)			6,685
Shares withheld for withholding tax				$ (1,961,000)					$ (1,961,000)
Shares withheld for withholding tax (in shares)	(58,546)
Forfeited shares of restricted stock (in shares)			(309)
Equity-based compensation						16,489,000					16,489,000
Net loss and comprehensive loss							(19,334,000)				(19,334,000)
Balance at Dec. 31, 2023			$ 41,000			254,116,000	(193,205,000)				60,952,000
Balance (in shares) at Dec. 31, 2023			2,707,880
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for vesting of RSUs			$ 1,000								1,000
Issuance of common stock for vesting of RSUs (in shares)			132,330
Issuance of common stock under 2023 MBO Bonus Plan						10,000					10,000
Issuance of common stock under 2023 MBO Bonus Plan (in shares)			6,373
Issuance of common stock for employee stock purchase plan (ESPP)						239,000					$ 239,000
Issuance of common stock for employee stock purchase plan (ESPP) (in shares)			7,316								7,315
Shares withheld for withholding tax				(1,187,000)	$ (54,000)				(1,187,000)	$ (54,000)
Shares withheld for withholding tax (in shares)	(46,932)	(2,425)
Equity-based compensation						9,189,000					$ 9,189,000
Repurchase of common stock								$ (496,000)			(496,000)
Repurchase of common stock (in shares)								(22,621,000)
Net loss and comprehensive loss							(55,286,000)				(55,286,000)
Balance at Dec. 29, 2024			$ 42,000			262,313,000	(248,491,000)	$ (496,000)			$ 13,368,000
Balance (in shares) at Dec. 29, 2024			2,804,542
Balance, treasury shares at Dec. 29, 2024								22,621			(22,621)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for vesting of RSUs			$ 1,000								$ 1,000
Issuance of common stock for vesting of RSUs (in shares)			143,214
Issuance of common stock for employee stock purchase plan (ESPP)						69,000					$ 69,000
Issuance of common stock for employee stock purchase plan (ESPP) (in shares)			12,609								12,609
Issuance of common stock for Reverse Stock Split rounding			51,364
Shares withheld for withholding tax				$ (258,000)					$ (258,000)
Shares withheld for withholding tax (in shares)	(40,000)
Equity-based compensation						4,540,000					$ 4,540,000
Repurchase of common stock								$ (886,000)			$ (886,264)
Repurchase of common stock (in shares)								(123,934)			(123,934)
Other						(107,000)					$ (107,000)
Net loss and comprehensive loss							(13,713,000)				(13,713,000)
Balance at Dec. 28, 2025			$ 43,000			$ 266,557,000	$ (262,204,000)	$ (1,382,000)			$ 3,014,000
Balance (in shares) at Dec. 28, 2025			2,971,729
Balance, treasury shares at Dec. 28, 2025								146,555			(146,555)

Significant Accounting Policies - Anti-dilutive Securities (Details) - shares	12 Months Ended
	Dec. 28, 2025	Dec. 29, 2024	Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total	292,609	406,185	391,916
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total	10,760	10,760	10,760
Unvested restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total			1,559
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total	107,137	243,582	237,894
PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total	160,771	144,105	120,771
ESPP shares
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total	13,941	7,738	7,834
2023 Bonus Plan
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total			13,098

Significant Accounting Policies - Concentration of Credit Risks (Details) - Customer concentration risk - customer	12 Months Ended
	Dec. 28, 2025	Dec. 29, 2024	Dec. 31, 2023
Accounts receivable
Concentration Risk
Number of customers	2
Accounts receivable \| Maximum
Concentration Risk
Number of customers		0
Concentration risk percentage	10.00%	10.00%
Accounts receivable \| Major customer one
Concentration Risk
Concentration risk percentage	15.00%
Accounts receivable \| Major customer two
Concentration Risk
Concentration risk percentage	37.00%
Revenue \| Maximum
Concentration Risk
Number of customers	0	0	0
Concentration risk percentage	10.00%	10.00%	10.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
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-Name Accounting Standards Codification
-Section 50
-Paragraph 18
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
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-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

- Definition

For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.

+ References + Details

Related Party Transactions (Details)	12 Months Ended
Related Party Transactions (Details)	Dec. 28, 2025 item
Related Party Transactions
Shareholders with ownership interest greater than 10%	3
Aggregate ownership interest	10.00%

Segment Reporting (Details)	12 Months Ended
Segment Reporting (Details)	Dec. 28, 2025 USD ($) segment	Dec. 29, 2024 USD ($)	Dec. 31, 2023 USD ($)
Segment Reporting
Number of reporting segments \| segment	1
Net revenue	$ 282,284,000	$ 315,887,000	$ 355,175,000
Less:
Cost of revenue	160,230,000	185,639,000	206,949,000
Goodwill impairment	0	28,374,000	0
Depreciation and amortization	5,114,000	5,480,000	4,819,000
Interest expense	2,464,000	1,271,000	1,728,000
Income tax provision (benefit)	188,382	2,333,000	(1,676,000)
Net loss and comprehensive loss	(13,713,000)	(55,286,000)	(19,334,000)
Single reportable segment
Segment Reporting
Net revenue	282,284,000	315,887,000	355,175,000
Less:
Cost of revenue	160,230,000	185,639,000	206,949,000
Employee expenses (excluding equity-based compensation expense)	46,137,000	53,056,000	53,791,000
Equity-based compensation expense	4,481,000	8,090,000	17,694,000
Advertising expenses	50,406,000	55,408,000	58,481,000
Goodwill impairment		28,374,000
Other net costs	$ 29,571,000	$ 34,257,000	$ 35,264,000
Segment Reporting, Other Segment Item, Composition, Description	Other net costs include professional services fees, other selling costs, other general and administrative costs, technology and software costs, facilities costs, interest income, non-operating income and expenses, and other immaterial expenses that do not align with the separately presented expense categories.	Other net costs include professional services fees, other selling costs, other general and administrative costs, technology and software costs, facilities costs, interest income, non-operating income and expenses, and other immaterial expenses that do not align with the separately presented expense categories.	Other net costs include professional services fees, other selling costs, other general and administrative costs, technology and software costs, facilities costs, interest income, non-operating income and expenses, and other immaterial expenses that do not align with the separately presented expense categories.
Depreciation and amortization	$ 2,520,000	$ 2,745,000	$ 2,278,000
Interest expense	2,464,000	1,271,000	1,728,000
Income tax provision (benefit)	188,000	2,333,000	(1,676,000)
Net loss and comprehensive loss	$ (13,713,000)	$ (55,286,000)	$ (19,334,000)

Leases - Additional information (Details) $ in Thousands	12 Months Ended
Leases - Additional information (Details) $ in Thousands	Dec. 28, 2025 USD ($) agreement
Leases
Right-of-Use asset	$ 3,500
Operating lease liability	3,600
Gain on lease modification	$ 92
Number of lease agreement terminated \| agreement	1
Remaining lease liability	$ 400
Gain on lease termination	229
Termination penalties	$ 200

Income Taxes - Income taxes refunded (Details) $ in Thousands	12 Months Ended
	Dec. 28, 2025 USD ($)
California refund
Income taxes paid (refunded)
U.S. state and local taxes refunded	$ 2,974
Other states refund (net)
Income taxes paid (refunded)
U.S. state and local taxes refunded	$ 69

Stockholders' Equity - Omnibus Equity Plan and ESPP (Details)	12 Months Ended
	Dec. 28, 2025 item shares	Dec. 29, 2024 shares	Nov. 15, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award
Maximum aggregate number of shares reserved for issuance	10,760
Issuance of common stock for employee stock purchase plan (ESPP) (in shares)	12,609	7,315
Employee Stock Purchase Plan (ESPP) shares
Share-based Compensation Arrangement by Share-based Payment Award
Maximum aggregate number of shares reserved for issuance	74,764		49,587
Percentage of increase in shares reserved for issuance			1.00%
Number of purchase period for awards \| item	2
Purchase period for awards	6 months
Percentage of discount from lower of stock price	15.00%
Purchase period	6 months	6 months
Employee Stock Purchase Plan (ESPP) shares \| Tranche 1
Share-based Compensation Arrangement by Share-based Payment Award
Offering period for awards	12 months
Employee Stock Purchase Plan (ESPP) shares \| Tranche 2
Share-based Compensation Arrangement by Share-based Payment Award
Offering period for awards	12 months
Omnibus Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award
Maximum aggregate number of shares reserved for issuance	244,449		247,933
Percentage of increase in shares reserved for issuance			4.00%

Significant Accounting Policies - Selling and Marketing Expenses (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 28, 2025	Dec. 29, 2024	Dec. 31, 2023
Selling and Marketing Expense
Significant Accounting Policies
Advertising costs	$ 50.4	$ 55.4	$ 58.5

Significant Accounting Policies - Equity-Based Compensation (Details)	12 Months Ended
	Dec. 28, 2025
Significant Accounting Policies
Expected dividend yield	0.00%

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 28, 2025	Mar. 27, 2026	Jun. 27, 2025
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 28, 2025
Document Transition Report	false
Entity File Number	001-41059
Entity Registrant Name	Lulu’s Fashion Lounge Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-8442468
Entity Address, Address Line One	195 Humboldt Avenue
Entity Address, City or Town	Chico
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	95928
City Area Code	530
Local Phone Number	343-3545
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	LVLU
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,856,939
Entity Central Index Key	0001780201
Current Fiscal Year End Date	--12-28
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Public Float			$ 2.9
Auditor Name	Deloitte & Touche LLP
Auditor Firm ID	34
Auditor Location	San Francisco, California
Documents Incorporated by Reference [Text Block]	Portions of the registrant’s definitive Proxy Statement, relating to its 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission are incorporated by reference into Part III of this Annual Report on Form 10-K.

Consolidated Statements of Operations and Comprehensive Loss (Parenthetical)	Jul. 07, 2025	Jun. 26, 2025
Consolidated Statements of Operations and Comprehensive Loss
Reverse stock split	0.0667	0.0667

Description of Business, Organization and Liquidity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 28, 2025	Dec. 29, 2024	Jul. 25, 2014
Description of Business, Organization and Liquidity
Acquired percentage of outstanding common stock of subsidiary by LP	100.00%		100.00%
Cash and cash equivalents	$ 2,661	$ 4,460
2025 Credit Agreement
Description of Business, Organization and Liquidity
Borrowings under credit facility	115,102
Line of credit repaid	100,712
Line of credit remaining borrowing capacity	$ 1,300

Significant Accounting Policies

12 Months Ended

Dec. 28, 2025

Significant Accounting Policies

Significant Accounting Policies

2.Significant Accounting Policies

Basis of Presentation and Fiscal Year

The Company’s fiscal year consists of a 52-week or 53-week period ending on the Sunday nearest December 31. The fiscal years ended December 28, 2025 (“2025”), ended December 29, 2024 (“2024) and ended December 31, 2023 (“2023”) consisted of 52-weeks.

The consolidated financial statements and accompanying notes include the accounts of the Company and its wholly owned subsidiaries, after elimination of all intercompany balances and transactions. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”). As further discussed in the Reverse Stock Split section below, all per share amounts and common stock amounts have been adjusted on a retroactive basis to reflect the Reverse Stock Split (as defined below).

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The significant estimates and assumptions made by management relate to sales return reserves and related assets for recovery, store credit breakage, lease right-of-use assets and related lease liabilities, income tax valuation allowance, and fair value of equity awards. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.

The Company estimates breakage related to store credits using historical redemption rates for each store credit issuance year, which reflects customer redemption patterns. The Company evaluates redemption patterns and may record adjustments to its breakage estimate from time to time.

Concentration of Credit Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. Such amounts may exceed federally insured limits. The Company reduces credit risk by depositing its cash with major credit-worthy financial institutions within the United States (the U.S.”). To date, the Company has not experienced any losses on its cash deposits. As of December 28, 2025, two single wholesale customers represented 15% and 37%, respectively, of the Company’s accounts receivable balance. As of December 29, 2024, no single customer represented greater than 10% of the Company’s accounts receivable balance. No single customer accounted for greater than 10% of the Company’s net revenue during 2025, 2024 and 2023.

Accounts Receivable

Accounts receivable consist primarily of receivables from credit card processing agencies and wholesale customers. Based on historical collections from these agencies and wholesale customers, an immaterial allowance for doubtful accounts was deemed necessary as of December 28, 2025, and December 29, 2024.

Inventory

Inventory consists of finished goods, which are recorded at the lower of cost or net realizable value, with cost determined using the first-in-first-out method. The cost of inventory consists of merchandise costs and inbound freight costs. Inventory levels are reviewed to identify slow-moving merchandise, and promotions and markdowns are used to clear merchandise. In the period in which the Company determines estimated selling price, less costs to sell, is below cost, or identifies excess, obsolete, or unsalable items, the Company writes its inventory down to its net realizable value.

Property and Equipment, net

Property and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives, which range from one to six years. Improvements that extend the life of a specific asset are capitalized, while normal maintenance and repairs are expensed as incurred. When assets are sold or otherwise retired, their cost and related accumulated depreciation are removed from the consolidated balance sheet with any resulting gain or loss reflected in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Goodwill and Tradename

Goodwill is stated at the excess of the acquisition price over the fair value of net assets acquired in a purchase acquisition and is not amortized. Goodwill arose from the LP’s purchase of 100% of the outstanding common stock of Lulu’s Fashion Lounge, LLC on July 25, 2014 and the Company has one reporting unit. The Company’s tradename is an indefinite-lived intangible asset and is not amortized. The Company reviews its goodwill and tradename for impairment at least annually (on the first day of the fourth quarter) or more frequently whenever events or changes in circumstances indicate that the carrying amount may be impaired.

When testing goodwill for impairment, the Company first performs an assessment of qualitative factors (“Step 0 Test”). The qualitative assessment includes assessing the totality of relevant events and circumstances that affect the fair value or carrying value of the reporting unit. These events and circumstances include macroeconomic conditions, industry and competitive environment conditions, overall financial performance, reporting unit specific events and market considerations. The Company also considers recent valuations of the reporting unit, including the magnitude of the difference between the most recent fair value estimate and the carrying value, as well as both positive and adverse events and circumstances, and the extent to which each of the events and circumstances identified may affect the comparison of a reporting unit’s fair value with its carrying value. If the qualitative assessment results in a conclusion that it is more likely than not that the fair value of a reporting unit exceeds the carrying value, then no further testing is performed for that reporting unit.

As of the annual goodwill impairment assessment date for fiscal year 2025, the Company performed a qualitative assessment of its goodwill and concluded that it was more likely than not that the fair value of its reporting unit exceeds its carrying value. Management evaluated relevant events and circumstances throughout fiscal 2025, including market conditions, operating results, stock price performance, and overall financial trends, and determined that no events occurred during the year that would indicate a triggering event or require a quantitative goodwill impairment test. Accordingly, no goodwill impairment was recorded for the year ended December 28, 2025. The goodwill balance remained $7.0 million on the consolidated balance sheet at year end.

As of the annual goodwill impairment assessment performed on the first day of the fourth quarter, for fiscal year 2024, the Company conducted a qualitative assessment of its goodwill and determined that it is more likely than not that the fair value of its reporting unit exceeds the carrying value of the reporting unit. However, during the fourth quarter of fiscal 2024, due to a sustained decline in its stock price coupled with continuing net losses, we concluded that these were significant enough factors to warrant a quantitative assessment utilizing a combination of (i) the guideline public company method applying revenue and EBITDA multiples of similar companies and (ii) the discounted cash flow method. As a result of the quantitative goodwill impairment test conducted in the fourth quarter ended December 29, 2024, we concluded that the carrying value of the Company’s single reporting unit exceeded the fair value, and a goodwill impairment charge of $28.4 million was recorded, while $7.0 million of goodwill remained on our consolidated balance sheet as of December 29, 2024. No goodwill impairment was recorded for the year ended December 31, 2023.

When testing the tradename for impairment, the Company first performs an assessment of qualitative factors. If qualitative factors indicate that it is more likely than not that the fair value of the tradename is less than its carrying amount, the Company tests the tradename for impairment at the asset level. The Company determines the fair value of the tradename and compares it to the carrying value. If the carrying value of the tradename exceeds the fair value, the Company recognizes an impairment loss in an amount equal to the excess.

The Company performed the qualitative assessment of its tradename for fiscal year 2025 and determined that it is more likely than not that the fair value of the tradename exceeds the carrying value of the reporting unit.

The Company performed the qualitative assessment of its tradename for fiscal year 2024 and concluded that a sustained decline in its stock price coupled with continuing net losses were significant enough factors to warrant a

quantitative assessment in the fourth quarter of 2024. The Company utilized the income-based relief-from-royalty method to value the trademark intangible assets. Under this method, revenues expected to be generated by the trademark are multiplied by a selected royalty rate. The royalty rate was selected based on consideration of i) royalty rates received by market participants in industries similar to the Company’s and ii) the current operating performance of the reporting unit. The estimated after-tax royalty revenue stream is then discounted to present value using the reporting unit’s WACC plus a spread that factors in the risk of the intangible asset.

The results of the quantitative assessment for fiscal year 2024 indicated that the fair value of the tradename exceeded the carrying value of the reporting unit and there was no impairment. There were no additions to, disposals of, or impairments of the tradename during 2025, 2024 and 2023. There was no accumulated impairment of the tradename as of December 28, 2025 and December 29, 2024.

Intangible Assets, net

Intangible assets, net consists of capitalized internal-use software development, which is amortized over a 3-year period. The Company capitalizes certain costs in connection with obtaining or developing software for internal use. Additionally, the Company capitalizes qualifying costs incurred for upgrades and enhancements that result in additional functionality to existing software. Amortization of such costs begins when the project is substantially complete and ready for its intended use. Costs related to design or maintenance are expensed as incurred. Intangible asset amortization expense was $1.9 million, $2.1 million and $1.9 million during 2025, 2024 and 2023, respectively.

Intangible assets are amortized on a straight-line basis over the estimated useful life of the assets. The Company reviews intangible assets for impairment under the long-lived asset model described below. No impairment of intangible assets was recorded during the years presented.

Long-Lived Asset Impairment

The Company evaluates long-lived assets, including lease right-of-use assets, for impairment periodically whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable. In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition. To the extent that projected undiscounted future net cash flows attributable to the asset are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its estimated fair value. There was no impairment recorded during the years presented.

Leases

Contracts that have been determined to convey the right to use an identified asset are evaluated for classification as an operating or finance lease. For the Company’s operating and finance leases, the Company records a lease liability based on the present value of the lease payments at lease inception. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its incremental borrowing rate (“IBR”). The determination of the IBR requires judgment and is primarily based on publicly-available information for companies within similar industries and with similar credit profiles. The Company adjusts the rate for the impact of collateralization, the lease term and other specific terms included in each lease arrangement. The IBR is determined at the lease commencement and is subsequently reassessed upon a modification to the lease arrangement. The right-of-use asset is recorded based on the corresponding lease liability at lease inception, adjusted for payments made to the lessor at or before the commencement date, initial direct costs incurred and any tenant incentives allowed for under the lease. The Company does not include optional renewal terms or early termination provisions unless the Company is reasonably certain such options would be exercised at the inception of the lease. Lease right-of-use assets, current portion of lease liabilities, and lease liabilities, net of current portion are included on the consolidated balance sheets.

Fixed lease expense for operating leases is recognized on a straight-line basis, unless the right-of-use assets have been impaired, over the reasonably assured lease term based on the total lease payments and is included in operating expenses in the consolidated statements of operations and comprehensive loss. Fixed and variable lease expense on operating leases is recognized within operating expenses in the consolidated statements of operations and comprehensive loss. Finance lease expenses are recognized on a straight-line basis. Fixed and variable expenses are captured within interest expense and depreciation expense, which has components within general and administrative expenses and cost of revenue. The Company’s non-lease components are primarily related to maintenance, insurance and taxes, which varies based on future outcomes and is thus recognized in lease expense when incurred.

Revenue Recognition

The Company generates revenue primarily from the sale of merchandise products directly to end customers. The sale of products is a distinct performance obligation, and revenue is recognized at a point in time when control of the promised product is transferred to customers, which the Company determined occurs upon shipment based on its evaluation of the related shipping terms. Revenue is recognized in an amount that reflects the transaction price consideration that the Company expects to receive in exchange for those products. The Company’s payment terms are typically at the time of order processing and shipment.

The Company elected to exclude from revenue taxes assessed by governmental authorities, including value-added and other sales-related taxes, that are imposed on and concurrent with revenue-producing activities. The Company has elected to apply the practical expedient, relative to e-commerce sales, which allows an entity to account for shipping and handling as fulfillment activities, and not a separate performance obligation. Accordingly, the Company recognizes revenue for only one performance obligation, the sale of the product, at shipping point (when the customer gains control). Shipping and handling costs associated with outbound freight are accounted for as fulfillment costs and are included in cost of goods sold. The Company has elected to apply the practical expedient to expense costs as incurred for incremental costs to obtain a contract when the amortization period would have been one year or less.

Revenue from merchandise product sales is reported net of sales returns, which includes an estimate of future returns based on historical return rates, with a corresponding reduction to cost of sales. There is judgment in utilizing historical trends for estimating future returns. The Company’s refund liability for sales returns is included in the returns reserve on its consolidated balance sheets and represents the expected value of the refund that will be due to the Company’s customers. The Company also has corresponding assets for recovery that represent the expected net realizable value of the merchandise inventory to be returned.

The Company sells stored-value gift cards to customers and offers online store credit for certain returns and promotions. The stored-value gift cards and store credits do not have an expiration date. The Company recognizes revenue from stored-value gift cards and store credits when the card or credit is redeemed by the customer. The Company has determined that sufficient evidence exists to support an estimate for stored-value gift card and store credit breakage. Subject to requirements to remit balances to governmental agencies, breakage is recognized as revenue in proportion to the pattern of rights exercised by the customer, which is substantially within thirty-six months from the date of issuance. The amount of breakage recognized in revenue during 2025, 2024 and 2023 was $4.8 million, $1.3 million and $1.0 million, respectively.

The Company has two types of contractual liabilities: (i) cash collections from its customers prior to delivery of products purchased (“deferred revenue”), which are initially recorded within accrued expenses and recognized as revenue when the products are shipped, (ii) unredeemed gift cards and online store credits, which are initially recorded as a stored-value card liability and are recognized as revenue in the period they are redeemed.

The following table summarizes the significant changes in the contract liabilities balances during 2025, 2024 and 2023 (in thousands):


		Stored-Value
		Cards
Balance as of January 1, 2023		$	10,828
Revenue recognized that was included in contract liability balance at the beginning of the period			(4,073)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period			6,387
Balance as of December 31, 2023			13,142
Revenue recognized that was included in contract liability balance at the beginning of the period			(3,722)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period			8,463
Balance as of December 29, 2024			17,883
Revenue recognized that was included in contract liability balance at the beginning of the period			(5,006)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period			5,354
Balance as of December 28, 2025		$	18,231

Cost of Revenue

Cost of revenue consists of the product costs of merchandise sold to customers; shipping and handling costs including all inbound, outbound, and return shipping expenses; rent, insurance, business property tax, utilities, depreciation and amortization, and repairs and maintenance related to the Company’s distribution facilities; and charges related to inventory shrinkage, damages and the allowance for excess or obsolete inventory.

General and Administrative Expenses

General and administrative expenses consist primarily of fixed and variable labor payroll and benefits costs, including equity-based compensation for the Company’s employees involved in general corporate functions including finance, merchandising, marketing, and technology, as well as costs associated with the use by these functions of facilities and equipment, including depreciation and amortization, rent and other occupancy expenses. General and administrative expenses are primarily driven by headcount related costs required to support the Company’s business and meet its obligations as a public company.

Selling and Marketing Expenses

Selling and marketing expenses consist primarily of customer service, payment processing fees, advertising, targeted online performance marketing and search engine optimization costs. Selling and marketing expenses also include spend on brand marketing channels, including cash and free clothing compensation to influencers, events and other forms of online and offline marketing related to growing and retaining the customer base. Advertising costs included in selling and marketing expenses were $50.4 million, $55.4 million, and $58.5 million in 2025, 2024 and 2023, respectively.

Equity-Based Compensation

The Company grants stock-based awards to certain employees, officers, directors, and other non-employee service providers. Equity-based compensation is measured at the grant date or modification date for all equity-based awards made to employees and non-employees based on the estimated fair value of the awards. Equity-based compensation expense is recognized on a straight-line basis over the period the employee or non-employee is required to provide service in exchange

for the award, which is generally the vesting period. The Company classifies equity-based compensation expense as general and administrative expense in the Company’s consolidated statements of operations and comprehensive loss.

The Company has elected to recognize forfeitures by reducing the equity-based compensation expense in the same period as the forfeitures occur.

The fair value of grants of restricted stock or RSUs is based on the fair value of the Company’s common stock underlying the award on the grant date or modification date. For stock option awards, the Company applies the Black-Scholes option pricing model to determine the fair value. The model utilizes the estimated per share fair value of the Company’s underlying common stock at the grant date, the expected or contractual term of the option, the expected stock price volatility, risk-free interest rates, and the expected dividend yield of the common stock.

The Company bases its estimate of expected volatility on the historical volatility of comparable companies from a representative peer group selected based on industry, financial, and market capitalization data. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury implied yield at the date of grant. The Company has elected to use the “simplified method” to determine the expected term which is the midpoint between the vesting date and the end of the contractual term because it has insufficient history upon which to base an assumption about the term; the Company believes the simplified method approximates a term if it were to be based on expected life. The expected dividend yield is 0.0% as the Company has not paid and does not anticipate paying dividends on its common stock.

Determining the grant date fair value of options using the Black-Scholes option pricing model requires management to make assumptions and judgments. These estimates involve inherent uncertainties and, if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded.

Income Taxes

The Company accounts for income taxes using the asset and liability method, under which deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities and for operating losses and tax credit carryforwards. DTAs and DTLs are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which they are expected to be realized or settled.

DTAs are evaluated for future realization and reduced by a valuation allowance to the amount that is more likely than not to be realized. The Company considers many factors when assessing the likelihood of future realization, including recent cumulative losses, earnings expectations in earlier future years, and other relevant factors.

The Company believes that it is more likely than not that forecasted income, together with future reversals of existing taxable temporary differences and results of recent operations, will not be sufficient to fully recover the DTAs. Due to the weight of objectively verifiable negative evidence, we established a valuation allowance in the prior year of $14.9 million and increased the allowance to $16.7 million as of December 28, 2025, which reduced the tax benefit recognized in the current year, impacting our results of operations.

The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

Net Loss Per Share Attributable to Common Stockholders

The Company calculates basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for participating securities as the application of the if converted method is not more dilutive. The two-class method requires loss available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

The Company considers its redeemable preferred stock and convertible preferred stock to be participating securities. In accordance with the two-class method, net loss is adjusted for earnings allocated to these participating securities and the related number of outstanding shares of the participating securities, which include contractual participation rights in undistributed earnings, have been excluded from the computation of basic and diluted net loss per share attributable to common stockholders. The redeemable preferred stock and convertible preferred stock contractually entitle the holders of such shares to participate in dividends but do not contractually require the holders of such shares to participate in the Company’s losses. As such, where applicable, net losses were not allocated to these securities.

Basic net loss per share attributable to common stockholders is computed using net loss attributable to common stockholders divided by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to common stockholders represents net loss attributable to common stockholders divided by the weighted average number of shares of common stock outstanding during the period, including the effects of any dilutive securities outstanding. Due to the net loss for all periods presented, no potentially dilutive securities had an impact on diluted loss per share for any period.

The following securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the fiscal years presented because including them would have been anti-dilutive (on an as-converted basis):


	2025	2024	2023
Stock options	10,760	10,760	10,760
Unvested restricted stock	—	—	1,559
RSUs	107,137	243,582	237,894
PSUs	160,771	144,105	120,771
ESPP shares	13,941	7,738	7,834
2023 Bonus Plan	—	—	13,098
Total	292,609	406,185	391,916

Redeemable Preferred Stock

The Company has elected to record its redeemable preferred stock at the greater of its redemption value or the issuance date fair value, net of issuance costs, as it is probable of becoming redeemable due to the passage of time. Any change to the carrying value of redeemable preferred stock recognized in each period is recorded to additional paid-in capital, or in the absence of additional paid-in capital, recorded to accumulated deficit.

The issuance date fair value of the redeemable preferred stock shares purchased by entities related to current employees, board members, and service providers was higher than the consideration paid and such excess was recorded as equity-based compensation. The excess of the fair value over consideration paid for redeemable preferred stock shares purchased by an existing convertible preferred stockholder was accounted for as a deemed dividend and recorded in additional paid-in capital.

Comprehensive Loss

Comprehensive loss is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. To date, the Company has not had any transactions that are required to be reported in comprehensive loss other than the net loss incurred from operations. Thus, comprehensive loss is the same as net loss for the periods presented.

Recently Adopted Accounting Pronouncements

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

In December 2023, Financial Accounting Standards Board’s (“FASB”) issued Accounting Standards Update (“ASU”), FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amends existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company adopted this guidance for fiscal 2025, on a prospective basis. The adoption did not have a material impact on our consolidated financial statements except for additional disclosures. See Note 9, Income Taxes in the accompanying notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

In March 2024, FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements, which is intended to simplify the Codification and draw a distinction between authoritative and nonauthoritative literature. ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company adopted this guidance for fiscal 2025, on a prospective basis, and it did not have a material impact on our consolidated financial statements or related disclosures.

Recently Issued Accounting Pronouncements

In November 2024, FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which is intended to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. We are currently evaluating this pronouncement to determine its impact on our financial statements and related disclosures.

In July 2025, FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides all entities with practical expedient of developing reasonable and supportable forecasts as part of estimating expected credit losses, that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025 (and interim reporting periods within those annual reporting periods). Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued

or made available for issuance. We are currently evaluating this pronouncement to determine its impact on our financial statements and related disclosures.

In September 2025, FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal Use Software (Topic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. ASU 2025-06 is effective for all entities for annual reporting periods beginning after December 15, 2027 (and interim reporting periods within those annual reporting periods). Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. We are currently evaluating this pronouncement to determine its impact on our financial statements and related disclosures.

In December 2025, FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which improve the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and for interim reporting periods within annual reporting periods beginning after December 15, 2028, for entities other than public business entities. The amendments in this Update can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. Early adoption is permitted for all entities. We are currently evaluating this pronouncement to determine its impact on our financial statements and related disclosures.

In December 2025, FASB issued ASU 2025-12, Codification Improvements, which represent changes to the codification that clarify, correct errors, or make minor improvements. The amendments make the codification easier to understand and apply. ASU 2025-12 is effective for all entities for annual reporting periods beginning after December 15, 2026 (and interim reporting periods within those annual reporting periods). Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. We are currently evaluating this pronouncement to determine its impact on our financial statements and related disclosures.

Leases - Future Minimum Lease Payments (Details) $ in Thousands	Dec. 28, 2025 USD ($)
Operating Leases
2026	$ 6,180
2027	5,666
2028	5,502
Total undiscounted lease payments	17,348
Present value adjustment	(1,408)
Total lease liabilities	$ 15,940
Operating lease liability balance sheet position	Lease liabilities, current, Lease liabilities, noncurrent
Less: lease liabilities, current	$ (5,647)
Operating lease liability current balance sheet position	Lease liabilities, current
Lease liabilities, noncurrent	$ 10,293
Operating lease liability non-current balance sheet position	Lease liabilities, noncurrent
Finance Leases
2026	$ 768
2027	84
2028	13
2029	2
Total undiscounted lease payments	867
Present value adjustment	(16)
Total lease liabilities	$ 851
Finance lease liability balance sheet position	Lease liabilities, current, Lease liabilities, noncurrent
Less: lease liabilities, current	$ (755)
Lease liabilities, noncurrent	$ 96
Finance lease liability non-current balance sheet position	Lease liabilities, noncurrent
Total operating and finance lease liabilities
2026	$ 6,948
2027	5,750
2028	5,515
2029	2
Total undiscounted lease payments	18,215
Present value adjustment	(1,424)
Total lease liabilities	16,791
Less: lease liabilities, current	(6,402)
Lease liabilities, noncurrent	$ 10,389

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 28, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Stockholders' Equity - 2021 Equity Plan (Details)	12 Months Ended
Stockholders' Equity - 2021 Equity Plan (Details)	Dec. 28, 2025 shares
Share-based Compensation Arrangement by Share-based Payment Award
Maximum aggregate number of shares reserved for issuance	10,760
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award
Maximum aggregate number of shares reserved for issuance	61,667
Options expiration period	10 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Leases (Tables)

12 Months Ended

Dec. 28, 2025

Leases

Schedule of future minimum lease payments for the Company's operating and financing leases

As of December 28, 2025, the future minimum lease payments for the Company’s operating and finance leases for each of the next five fiscal years, and thereafter, were as follows (in thousands):


Fiscal Year:			Operating Leases	Finance Leases		Total
2026		$	6,180	$	768	$	6,948
2027			5,666		84		5,750
2028			5,502		13		5,515
2029			—		2		2
2030			—		—		—
Thereafter			—		—		—
Total undiscounted lease payments			17,348		867		18,215
Present value adjustment			(1,408)		(16)		(1,424)
Total lease liabilities			15,940		851		16,791
Less: lease liabilities, current			(5,647)		(755)		(6,402)
Lease liabilities, noncurrent		$	10,293	$	96	$	10,389

Schedule of supplemental disclosure of lease costs and other information

The following information represents supplemental disclosure of lease costs, components of the statement of cash flows related to operating and finance leases and components of right-of-use assets (in thousands):



		December 28, 2025
Finance lease cost
Amortization of ROU assets	$	1,464
Interest on lease liabilities		50
Operating lease cost		5,655
Short-term lease cost		33
Variable lease cost		1,031
Total lease cost	$	8,233

Lease cost included in cost of revenue	$	7,089
Lease cost included in general and administrative expenses	$	1,144

Weighted-average remaining lease term - finance leases		11 months
Weighted-average remaining lease term - operating leases		35 months
Weighted-average discount rate - finance leases		4.40%
Weighted-average discount rate - operating leases		6.13%

Leases - Lease Cost and Other Information (Details) $ in Thousands	12 Months Ended
	Dec. 28, 2025 USD ($)
Lease cost
Amortization of ROU assets	$ 1,464
Interest on lease liabilities	50
Operating lease cost	5,655
Short-term lease cost	33
Variable lease cost	1,031
Total lease cost	$ 8,233
Weighted-average remaining lease term - finance leases	11 months
Weighted-average remaining lease term - operating leases	35 months
Weighted-average discount rate - finance leases	4.40%
Weighted-average discount rate - operating leases	6.13%
Cost of revenue
Lease cost
Total lease cost	$ 7,089
General and administrative expenses
Lease cost
Total lease cost	$ 1,144

Leases

12 Months Ended

Dec. 28, 2025

Leases

Leases

6.Leases

The Company is a lessee under various lease agreements. The determination of whether an arrangement contains a lease, and the lease classification is made at lease commencement (date upon which the Company takes possession of the asset). At lease commencement, the Company also measures and recognizes a right-of-use asset, representing the Company’s right to use the underlying asset, and a lease liability, representing the Company’s obligation to make lease payments under the terms of the arrangement. The lease term is defined as the noncancelable portion of the lease term plus any periods covered by an option to extend the lease if it is reasonably certain that the option will be exercised. For the purposes of recognizing right-of-use assets and lease liabilities associated with the Company’s leases, the Company has elected the practical expedient of not recognizing a right-of-use asset or lease liability for short-term leases, which are leases with a term of 12 months or less. The Company has multiple finance leases and operating leases that are combined and included in the lease right-of-use assets, lease liabilities, current, and lease liabilities, noncurrent on the Company’s consolidated balance sheets.

The Company primarily leases its distribution facilities, corporate offices and retail stores under operating lease agreements expiring on various dates through 2030, most of which contain options to extend. In addition to payment of base rent, the Company is also required to pay property taxes, insurance, and common area maintenance expenses. The Company records lease expense on a straight-line basis over the term of the lease. In early 2025, the Company consolidated two of its distribution facilities by moving operations from its former distribution facility in Chico, California to its existing distribution facility in Ontario, California. During the fifty-two weeks ended December 28, 2025, the Company modified the terms and discount rate of four of its operating leases. As a result of the modification, the Company derecognized the related right-of-use asset and lease liability of $3.5 million and $3.6 million, respectively. The modification resulted in the recognition of a gain of $0.1 million. During the fifty-two weeks ended December 28, 2025, the Company terminated the lease agreement for one of its leases located in Chico, California. As a result of the termination, the Company derecognized the remaining lease liability of $0.4 million, resulting in a gain of $0.2 million. Termination penalties of $0.2 million, net of deposits, were included in accrued expenses and other current liabilities and subsequently paid before the period ended December 28, 2025.

The Company also leases equipment under finance lease agreements expiring on various dates through April 2029.

As of December 28, 2025, the future minimum lease payments for the Company’s operating and finance leases for each of the next five fiscal years, and thereafter, were as follows (in thousands):


Fiscal Year:			Operating Leases	Finance Leases		Total
2026		$	6,180	$	768	$	6,948
2027			5,666		84		5,750
2028			5,502		13		5,515
2029			—		2		2
2030			—		—		—
Thereafter			—		—		—
Total undiscounted lease payments			17,348		867		18,215
Present value adjustment			(1,408)		(16)		(1,424)
Total lease liabilities			15,940		851		16,791
Less: lease liabilities, current			(5,647)		(755)		(6,402)
Lease liabilities, noncurrent		$	10,293	$	96	$	10,389

Under the terms of the remaining lease agreements, the Company is also responsible for certain variable lease payments that are not included in the measurement of the lease liability, including non-lease components such as common area maintenance fees, taxes, and insurance.



		December 28, 2025
Finance lease cost
Amortization of ROU assets	$	1,464
Interest on lease liabilities		50
Operating lease cost		5,655
Short-term lease cost		33
Variable lease cost		1,031
Total lease cost	$	8,233

Lease cost included in cost of revenue	$	7,089
Lease cost included in general and administrative expenses	$	1,144

Weighted-average remaining lease term - finance leases		11 months
Weighted-average remaining lease term - operating leases		35 months
Weighted-average discount rate - finance leases		4.40%
Weighted-average discount rate - operating leases		6.13%

Income Taxes

12 Months Ended

Dec. 28, 2025

Income Taxes

Income Taxes

9.Income Taxes

All of the Company’s loss before income taxes is from the U.S. The following table presents the components of the income tax benefit (provision) (in thousands):


		2025			2024			2023
Current:
Federal		$	—		$	—		$	(401)
State			(104)			2,282			(464)
Total current benefit (provision)			(104)			2,282			(865)
Deferred:
Federal			(32)			(3,698)			2,204
State			(52)			(917)			337
Total deferred benefit (provision)			(84)			(4,615)			2,541
Income tax benefit (provision)		$	(188)		$	(2,333)		$	1,676

U.S. state and local taxes refunded (in thousands):


		For the Fiscal Year Ended December 28, 2025
		Amount
California refund	$	2,974
Other states refund (net)	$	69

The table below is a reconciliation of the components that caused the Company's benefit (provision) for income taxes to differ from amounts computed by applying the U.S. federal statutory rate of 21% for the year ended December 28, 2025 (in thousands except for percentages):


		For the Fiscal Year Ended December 28, 2025
		Amount	Percent
U.S. federal statutory income tax rate	$	(2,840,267)	21.0	%
Domestic state and local income taxes, net of federal effect (1)		211,407	(1.6)
Nontaxable and nondeductible items:
Excess tax expense on executive compensation limitation [Sec 162(m) officers' compensation]		229,230	(1.7)
Excess tax expense on equity-based compensation expense		746,980	(5.5)
Meals		34,002	(0.3)
Other Permanent Differences		36,488	(0.3)
Changes in valuation allowances		1,787,396	(13.2)
Changes in prior years unrecognized tax benefit		(37,396)	0.3
Other		20,542	(0.2)
Total tax provision (benefit) and effective income tax rate	$	188,382	(1.5)	%

(1)

State taxes in California, Oregon, and Texas made up the majority (greater than 50%) of the tax effect in this category.

As previously disclosed for the years ended December 29, 2024, and December 31, 2023, prior to the adoption of ASU 2023-09, the table below is a reconciliation of the components that caused the Company's benefit (provision) for income taxes to differ from amounts computed by applying the U.S. federal statutory rate of 21%:


	2024		2023
Federal statutory rate	21.0	%	21.0	%
State income taxes, net of federal tax benefit	6.3		(0.4)
Non-deductible equity-based compensation expense	(1.2)		(9.1)
IRC Section 162(m) limitation	(0.5)		(3.0)
Change in uncertain tax position	0.4		(0.3)
Change in valuation allowance	(28.2)		—
Goodwill impairment	(1.9)		—
Other	(0.2)		(0.2)
Effective tax rate	(4.3)	%	8.0	%

Deferred income taxes reflect the net effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes, and (b) operating losses and tax credit carryforwards.

The following table presents the significant components of the Company’s deferred tax assets and liabilities (in thousands) as of:


	December 28,		December 29,
	2025		2024
Deferred tax assets:
Accruals and allowances	$	2,359	$	2,774
Interest disallowance		2,163		2,140
Inventory capitalization and other adjustments		1,780		1,958
Deferred revenue		3,488		2,730
Equity-based compensation		1,087		1,433
Net operating losses and tax credit carryforwards		5,926		2,679
R&D capitalization		2,972		4,255
Lease liabilities		4,134		6,469
Other		7		—
Gross deferred tax assets		23,916		24,438
Deferred tax liabilities:
Depreciation and amortization		(4,539)		(3,978)
Lease right-of-use asset		(3,575)		(5,919)
Other		—		(443)
Gross deferred tax liabilities		(8,114)		(10,340)
Valuation Allowance		(16,700)		(14,912)
Net deferred tax assets (liabilities)	$	(898)	$	(814)

Net DTLs are included in other noncurrent liabilities on the consolidated balance sheets as of December 28, 2025 and December 29, 2024.

The tax benefit of net operating losses, temporary differences and credit carryforwards is required to be recorded as an asset to the extent that management assesses the realization is “more likely than not.” Realization of the future tax benefit is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. A valuation allowance is recognized if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the DTA will not be realized. Management must analyze all available positive and negative evidence regarding realization of the DTAs and assess the likelihood of sufficient future taxable income. The Company has provided a valuation allowance on our federal and state DTAs as we have determined that it is more-likely-than-not that they are not realizable based upon the available evidence such as cumulative taxable income and estimated future taxable income.

As of December 28, 2025, we had approximately $23.9 million in gross DTAs and $8.1 million in gross DTLs, which resulted in a net DTA of $15.8 million. These DTAs include approximately $5.9 million related to net operating loss carryforwards that can be used to offset taxable income in future periods and reduce our income taxes payable in those future periods. Some of these net operating loss carryforwards will expire if they are not used within certain periods. At this time, based on evidence currently available, we consider it more likely than not that we will not have sufficient taxable income in the future that will allow us to realize the DTAs. Due to the weight of objectively verifiable negative evidence, we established a valuation allowance in the prior year of $14.9 million and increased the allowance to $16.7 million as of December 28, 2025, which reduced the tax benefit recognized in the current year, impacting our results of operations.

On December 28, 2025, the Company has federal and state net operating loss carryforwards of $22.9 million and $17.6 million, respectively. The federal net operating loss can be carried forward indefinitely and the state net operating loss carryforwards will begin to expire in 2028 if unused. The Company also has state tax credit carryforwards of an immaterial amount. The state tax credits will begin to expire in 2026 if unused. Lastly, the Company currently has $9.4

million of a Federal disallowed interest expense carryforward under Section 163(j) of the Internal Revenue Code, which can be carried forward indefinitely.

Utilization of our net operating loss carryforwards, interest expense carryforwards, and tax credits may be subject to an annual limitation due to ownership changes that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code and similar state provisions. These ownership change limitations may limit the amount of net operating loss carryforwards or interest expense carryforwards and tax credits that can be utilized annually to offset future taxable income and tax, respectively.

As of December 28, 2025, December 29, 2024, and December 31, 2023, the Company’s uncertain tax positions and related accrued interest and penalties were not material. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits in the financial statements as a component of income tax expense.

The Company’s federal and state income tax returns are generally not subject to examination by taxing authorities for fiscal years before 2022 and 2021, respectively.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478822/944-740-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 28, 2025

Significant Accounting Policies

Basis of Presentation and Fiscal Year

Use of Estimates

Concentration of Credit Risks

Accounts Receivable

Inventory

Property and Equipment, net

Goodwill and Tradename

Intangible Assets, net

Long-Lived Asset Impairment

Leases

Revenue Recognition

The following table summarizes the significant changes in the contract liabilities balances during 2025, 2024 and 2023 (in thousands):


		Stored-Value
		Cards
Balance as of January 1, 2023		$	10,828
Revenue recognized that was included in contract liability balance at the beginning of the period			(4,073)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period			6,387
Balance as of December 31, 2023			13,142
Revenue recognized that was included in contract liability balance at the beginning of the period			(3,722)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period			8,463
Balance as of December 29, 2024			17,883
Revenue recognized that was included in contract liability balance at the beginning of the period			(5,006)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period			5,354
Balance as of December 28, 2025		$	18,231

Cost of Revenue

General and Administrative Expenses

Selling and Marketing Expenses

Equity-Based Compensation

The Company has elected to recognize forfeitures by reducing the equity-based compensation expense in the same period as the forfeitures occur.

Income Taxes

Net Loss Per Share Attributable to Common Stockholders


	2025	2024	2023
Stock options	10,760	10,760	10,760
Unvested restricted stock	—	—	1,559
RSUs	107,137	243,582	237,894
PSUs	160,771	144,105	120,771
ESPP shares	13,941	7,738	7,834
2023 Bonus Plan	—	—	13,098
Total	292,609	406,185	391,916

Redeemable Preferred Stock

Comprehensive Loss

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

or made available for issuance. We are currently evaluating this pronouncement to determine its impact on our financial statements and related disclosures.

Balance Sheet Components

12 Months Ended

Dec. 28, 2025

Balance Sheet Components

Balance Sheet Components

4.Balance Sheet Components

Property and Equipment, net

Property and equipment, net consisted of the following (in thousands) as of:


		Estimated Useful Lives		December 28,			December 29,
		in Years		2025			2024
Leasehold improvements		1 – 6		$	3,504		$	5,011
Equipment		1 – 5			3,589			3,799
Furniture and fixtures		1 – 6			1,742			1,698
Total property and equipment					8,835			10,508
Less: accumulated depreciation and amortization					(6,524)			(6,866)
Property and equipment, net				$	2,311		$	3,642

Depreciation of property and equipment was $3.2 million, $3.4 million, and $2.9 million for 2025, 2024 and 2023, respectively.

Intangible Assets, net

Intangible assets, net consists of capitalized internal-use software development, which is amortized over a 3-year period.

The gross carrying amount of capitalized software was $17.0 million and $15.1 million as of December 28, 2025 and December 29, 2024, respectively, and accumulated amortization was $14.3 million and $12.3 million, respectively. Intangible asset amortization expense was $1.9 million, $2.1 million and $1.9 million during 2025, 2024 and 2023, respectively.

As of December 28, 2025, estimated future amortization expense related to capitalized software is expected to be approximately $1.5 million in fiscal 2026, $0.9 million in fiscal 2027 and $0.3 million in fiscal 2028.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands) as of:


		December 28,		December 29,
		2025		2024
Accrued compensation and benefits		$	4,826	$	5,707
Accrued marketing			4,659		2,364
Accrued inventory			3,369		4,353
Accrued freight			2,460		1,897
Other			2,097		1,664
Accrued expenses and other current liabilities		$	17,411	$	15,985

Debt - Credit Facility (Details) - USD ($) $ in Thousands			3 Months Ended	12 Months Ended
Debt - Credit Facility (Details) - USD ($) $ in Thousands	Aug. 14, 2025	Aug. 11, 2025	Sep. 28, 2025	Dec. 28, 2025	Dec. 29, 2024	Dec. 31, 2023	Nov. 15, 2021
Line of Credit Facility
Revolving line of credit					$ 13,090
2021 Credit Agreement
Line of Credit Facility
Revolving line of credit							$ 50,000
Forbearance fee		$ 0
Repaid outstanding balance	$ 6,000			$ 13,090	28,000	$ 30,000
Borrowings under credit facility					$ 33,090	$ 13,000
2021 Credit Agreement \| Base Rate
Line of Credit Facility
Debt instrument applicable margin percent			5.00%	4.00%
2021 Credit Agreement \| Secured overnight financing ("SOFR") rate
Line of Credit Facility
Debt instrument applicable margin percent			6.00%	5.00%
Debt instrument, basis spread adjustment on variable rate			0.10%
2025 Credit Agreement
Line of Credit Facility
Revolving line of credit	$ 20,000			$ 14,400
Debt instrument applicable margin percent	3.95%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	Secured overnight financing ("SOFR") rate
Revolving credit facility, uncommitted accordion	$ 5,000
Sublimit for letter of credit	$ 1,000			300
Repaid outstanding balance				100,712
Line of credit remaining borrowing capacity				1,300
Borrowings under credit facility				$ 115,102
Weighted average interest rate				10.70%
Letters of credit
Line of Credit Facility
Debt instrument applicable margin percent			6.00%	5.00%

Stockholders' Equity - Restricted Stock. Restricted Stock Units, and Performance Stock Units Narrative (Details) - USD ($)					12 Months Ended
	Nov. 07, 2025	May 01, 2025	Mar. 20, 2025	Nov. 15, 2021	Dec. 28, 2025	Dec. 29, 2024	Apr. 28, 2025
Share-based Compensation Arrangement by Share-based Payment Award
Converted from class P units of the Company upon LP liquidation				130,940
Non-employee board chair							$ 75,000
Cash payment of non-employee		$ 50,000
Value of annual RSU awards		$ 100,000
Vested common stock
Share-based Compensation Arrangement by Share-based Payment Award
Converted from class P units of the Company upon LP liquidation				102,420
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award
Converted from class P units of the Company upon LP liquidation				28,520
Equity-based compensation expense						$ 300,000
Total fair value						40,000.00
RSUs
Share-based Compensation Arrangement by Share-based Payment Award
Equity-based compensation expense					$ 3,900,000	6,300,000
Total fair value					$ 1,100,000
Stock granted			3,649		34,332
Vesting period			3 years
Unrecognized equity-based compensation expense					$ 2,400,000
Unrecognized equity-based compensation expected to be recognized period					1 year 3 days
RSUs \| Mark Vos
Share-based Compensation Arrangement by Share-based Payment Award
Stock granted			24,000
RSUs \| Holt
Share-based Compensation Arrangement by Share-based Payment Award
Stock granted			3,333
RSUs \| Holt
Share-based Compensation Arrangement by Share-based Payment Award
Forfeited RSUs and PSUs (as a percentage)	100.00%
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award
Equity-based compensation expense					$ 600,000	$ 2,000,000
Stock granted					23,333
Unrecognized equity-based compensation expense					$ 100,000
Unrecognized equity-based compensation expected to be recognized period					1 year 18 days
Performance Stock Units \| Mark Vos
Share-based Compensation Arrangement by Share-based Payment Award
Stock granted			20,000
Volume-weighted average price of the company's common stock trading days			10 days
Threshold volume weighted average price			$ 150
Threshold days from termination of employment			90 days
Performance Stock Units \| Holt
Share-based Compensation Arrangement by Share-based Payment Award
Stock granted			3,333
Net revenue target for PSUs			$ 150,000,000
Performance Stock Units \| Holt
Share-based Compensation Arrangement by Share-based Payment Award
Forfeited RSUs and PSUs (as a percentage)	100.00%

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 28, 2025	Dec. 29, 2024
Current assets:
Cash and cash equivalents	$ 2,661	$ 4,460
Accounts receivable	1,712	2,158
Inventory, net	32,444	34,036
Assets for recovery	2,197	2,383
Income tax refund receivable, net	1,028	4,177
Prepaids and other current assets	3,606	4,287
Total current assets	43,648	51,501
Property and equipment, net	2,311	3,642
Goodwill	7,056	7,056
Tradename	18,509	18,509
Intangible assets, net	2,680	2,762
Lease right-of-use assets	14,521	24,030
Other noncurrent assets	639	698
Total assets	89,364	108,198
Current liabilities:
Accounts payable	8,340	10,991
Accrued expenses and other current liabilities	17,411	15,985
Returns reserve	10,289	9,765
Stored-value card liability	18,231	17,883
Asset based revolving credit facility - current	14,390
Revolving line of credit		13,090
Lease liabilities, current	6,402	6,611
Total current liabilities	75,063	74,325
Lease liabilities, noncurrent	10,389	19,653
Other noncurrent liabilities	898	852
Total liabilities	86,350	94,830
Commitments and Contingencies (Note 7)
Stockholders' equity:
Preferred stock: $0.001 par value, 10,000,000 shares authorized, and no shares issued or outstanding
Common stock: $0.001 par value, 250,000,000 shares authorized; 2,971,729 and 2,804,542 shares issued and outstanding as of December 28, 2025 and December 29, 2024, respectively	43	42
Additional paid-in capital	266,557	262,313
Accumulated deficit	(262,204)	(248,491)
Treasury stock, at cost, 146,555 shares and 22,621 shares as of December 28, 2025 and December 29, 2024, respectively	(1,382)	(496)
Total stockholders' equity	3,014	13,368
Total liabilities and stockholders' equity	$ 89,364	$ 108,198

Significant Accounting Policies - Property and Equipment, net (Details)	Dec. 28, 2025	Jul. 25, 2014
Property and Equipment, net
Acquired percentage of outstanding common stock of subsidiary by LP	100.00%	100.00%
Minimum
Property and Equipment, net
Useful lives of the property, plant and equipment	1 year
Maximum
Property and Equipment, net
Useful lives of the property, plant and equipment	6 years

Stockholders' Equity (Details)	12 Months Ended
Stockholders' Equity (Details)	Dec. 28, 2025 Vote $ / shares shares	Jun. 11, 2025 $ / shares	Dec. 29, 2024 $ / shares shares	Nov. 15, 2021 shares
Stockholders' Equity
Common stock, shares authorized	250,000,000		250,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001	$ 0.001
Number of votes per common stock \| Vote	1
Dividends declared \| $ / shares	$ 0
Common stock reserved for issuance	10,760
Preferred stock, shares authorized	10,000,000		10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.001		$ 0.001
Preferred stock issued	0		0
Preferred stock outstanding	0		0
Omnibus Equity Plan
Stockholders' Equity
Common stock reserved for issuance	244,449			247,933
Employee Stock Purchase Plan (ESPP) shares
Stockholders' Equity
Common stock reserved for issuance	74,764			49,587

Stockholders' Equity - Former CEO Stock Options and Special Compensation Awards (Details) - Mr. McCreight $ / shares in Units, $ in Millions		1 Months Ended	3 Months Ended	12 Months Ended
	Feb. 13, 2023 shares	Apr. 30, 2021 $ / shares shares	Apr. 02, 2023 USD ($) shares	Dec. 28, 2025 item shares
Share-based Compensation Arrangement by Share-based Payment Award
Stock options grants in period		21,520
Stock option exercise price \| $ / shares		$ 170.25
Options Outstanding, Forfeited	10,760		10,760
Accelerated expenses \| $			$ 1.2
Vested and expected to vest				10,760
Number of bonus available \| item				2
Equity-based compensation (in shares)				13,928
Equity based compensation \| $			$ 0.4
Minimum
Share-based Compensation Arrangement by Share-based Payment Award
Post-termination vesting exercise period				90 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award
Post-termination vesting exercise period				3 years
Service vesting
Share-based Compensation Arrangement by Share-based Payment Award
Stock options grants in period		18,342
Service and performance vesting
Share-based Compensation Arrangement by Share-based Payment Award
Stock options grants in period		3,177

Segment Reporting (Tables)

12 Months Ended

Dec. 28, 2025

Segment Reporting

Summary of segment profit or loss, including significant segment expenses

The table below is a summary of the segment profit or loss, including significant segment expenses (in thousands):


		Fiscal Years Ended
	December 28,			December 29,		December 31,
	2025			2024		2023
	(52 weeks)			(52 weeks)		(52 weeks)

Net revenue	$	282,284		$	315,887	$	355,175
Less:
Cost of revenue		160,230			185,639		206,949
Employee expenses (excluding equity-based compensation expense)		46,137			53,056		53,791
Equity-based compensation expense		4,481			8,090		17,694
Advertising expenses		50,406			55,408		58,481
Goodwill impairment		—			28,374		—
Other net costs (1)		29,571			34,257		35,264
Depreciation and amortization (2)		2,520			2,745		2,278
Interest expense		2,464			1,271		1,728
Income tax provision (benefit)		188			2,333		(1,676)
Segment net loss	$	(13,713)		$	(55,286)	$	(19,334)

(1)

Other net costs include professional services fees, other selling costs, other general and administrative costs, technology and software costs, facilities costs, interest income, non-operating income and expenses, and other immaterial expenses that do not align with the separately presented expense categories.

(2)

Excludes depreciation expense related to distribution facilities recorded in cost of revenue.

Subsequent Events

12 Months Ended

Dec. 28, 2025

Subsequent Events

Subsequent Events

13.Subsequent Events

Appointment of Permanent Chief Financial Officer

On February 3, 2026, the Company appointed Heidi Crane as its permanent Chief Financial Officer (“CFO”), effective February 4, 2026 (“CFO Effective Date”). Ms. Crane served as the Company’s fractional CFO beginning in October 2025. Upon the CFO Effective Date, Ms. Crane transitioned to a full-time employee of the Company, as well as its principal financial officer and principal accounting officer.

Changes to U.S. Trade Policy

On February 20, 2026, the U.S. Supreme Court issued a ruling striking down certain tariffs previously imposed under IEEPA. The ultimate availability, timing and amount of any potential refunds of such tariffs remain highly uncertain and are subject to further legal, regulatory and administrative developments. Following the Supreme Court’s decision, the Trump Administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, any potential refunds, tariff levels and whether further additional tariffs or other retaliatory actions may be imposed, modified or suspended, and the impact of such actions on the Company's business or its suppliers. The Company continues to monitor and evaluate these developments and assess their potential impact on the Company’s business, suppliers, financial condition and results of operations.

Stockholders' Equity - Summary of Restricted Stock, Restricted Stock Units and Performance Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Mar. 20, 2025	Dec. 28, 2025	Dec. 29, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value
Income tax benefit recognized related to equity-based compensation expense		$ 1.3	$ 1.5	$ 1.5
RSUs
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares
Balance at the beginning of period		243,582
Stock granted	3,649	34,332
Stock vested		(143,214)
Stock forfeited		(27,563)
Balance at the end of period		107,137	243,582
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value
Weighted average fair value, beginning		$ 39.2
Weighted average fair value, granted		7.7
Weighted average fair value, vested		36.71
Weighted average fair value, forfeited		28.89
Weighted average fair value, end		$ 35.09	$ 39.2
Total fair value		$ 1.1
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares
Balance at the beginning of period		144,105
Stock granted		23,333
Stock forfeited		(6,667)
Balance at the end of period		160,771	144,105
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value
Weighted average fair value, beginning		$ 37.71
Weighted average fair value, granted		4.05
Weighted average fair value, forfeited		19.2
Weighted average fair value, end		$ 33.59	$ 37.71

Income Taxes (Tables)

12 Months Ended

Dec. 28, 2025

Income Taxes

Schedule of components of the income tax benefit (provision)

All of the Company’s loss before income taxes is from the U.S. The following table presents the components of the income tax benefit (provision) (in thousands):


		2025			2024			2023
Current:
Federal		$	—		$	—		$	(401)
State			(104)			2,282			(464)
Total current benefit (provision)			(104)			2,282			(865)
Deferred:
Federal			(32)			(3,698)			2,204
State			(52)			(917)			337
Total deferred benefit (provision)			(84)			(4,615)			2,541
Income tax benefit (provision)		$	(188)		$	(2,333)		$	1,676

Schedule of state and local taxes refunded

U.S. state and local taxes refunded (in thousands):


		For the Fiscal Year Ended December 28, 2025
		Amount
California refund	$	2,974
Other states refund (net)	$	69

Schedule of reconciliation of the statutory federal rate to the Company's effective tax rate


		For the Fiscal Year Ended December 28, 2025
		Amount	Percent
U.S. federal statutory income tax rate	$	(2,840,267)	21.0	%
Domestic state and local income taxes, net of federal effect (1)		211,407	(1.6)
Nontaxable and nondeductible items:
Excess tax expense on executive compensation limitation [Sec 162(m) officers' compensation]		229,230	(1.7)
Excess tax expense on equity-based compensation expense		746,980	(5.5)
Meals		34,002	(0.3)
Other Permanent Differences		36,488	(0.3)
Changes in valuation allowances		1,787,396	(13.2)
Changes in prior years unrecognized tax benefit		(37,396)	0.3
Other		20,542	(0.2)
Total tax provision (benefit) and effective income tax rate	$	188,382	(1.5)	%

(1)

State taxes in California, Oregon, and Texas made up the majority (greater than 50%) of the tax effect in this category.


	2024		2023
Federal statutory rate	21.0	%	21.0	%
State income taxes, net of federal tax benefit	6.3		(0.4)
Non-deductible equity-based compensation expense	(1.2)		(9.1)
IRC Section 162(m) limitation	(0.5)		(3.0)
Change in uncertain tax position	0.4		(0.3)
Change in valuation allowance	(28.2)		—
Goodwill impairment	(1.9)		—
Other	(0.2)		(0.2)
Effective tax rate	(4.3)	%	8.0	%

Schedule of components of the Company's deferred tax assets and liabilities

The following table presents the significant components of the Company’s deferred tax assets and liabilities (in thousands) as of:


	December 28,		December 29,
	2025		2024
Deferred tax assets:
Accruals and allowances	$	2,359	$	2,774
Interest disallowance		2,163		2,140
Inventory capitalization and other adjustments		1,780		1,958
Deferred revenue		3,488		2,730
Equity-based compensation		1,087		1,433
Net operating losses and tax credit carryforwards		5,926		2,679
R&D capitalization		2,972		4,255
Lease liabilities		4,134		6,469
Other		7		—
Gross deferred tax assets		23,916		24,438
Deferred tax liabilities:
Depreciation and amortization		(4,539)		(3,978)
Lease right-of-use asset		(3,575)		(5,919)
Other		—		(443)
Gross deferred tax liabilities		(8,114)		(10,340)
Valuation Allowance		(16,700)		(14,912)
Net deferred tax assets (liabilities)	$	(898)	$	(814)

Income Taxes - Components of the Income Tax Benefit (Provision) (Details) - USD ($)	12 Months Ended
	Dec. 28, 2025	Dec. 29, 2024	Dec. 31, 2023
Current:
Federal			$ (401,000)
State	$ (104,000)	$ 2,282,000	(464,000)
Total current benefit (provision)	(104,000)	2,282,000	(865,000)
Deferred:
Federal	(32,000)	(3,698,000)	2,204,000
State	(52,000)	(917,000)	337,000
Total deferred benefit (provision)	(84,000)	(4,615,000)	2,541,000
Income tax benefit (provision)	$ (188,382)	$ (2,333,000)	$ 1,676,000

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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+ Details

Stockholders' Equity (Tables)

12 Months Ended

Dec. 28, 2025

Stockholders' Equity

Schedule of estimate fair value of purchase rights under ESPP

During 2025, the Company utilized the following assumptions:


Expected term (in years)		0.50 to 1.00
Expected volatility		102.85 to 117.46	%
Risk-free interest rate		3.85 to 4.06	%
Dividend yield		-
Weighted-average fair value per share of ESPP awards granted	$	0.86 to 2.01

Schedule of share repurchase activity

The table below summarizes the share repurchase activity for the fifty-two weeks ended December 28, 2025 under our 2024 Repurchase Program.


									Maximum Dollar Value
		Total Number		Weighted-		Aggregate			of Shares that May Yet
		of Shares		Average Price		Purchase			Be Purchased Under
Period		Purchased ⁽¹⁾		Paid Per Share		Price ⁽²⁾			the 2024 Repurchase Program
Fifty-two weeks ended December 28, 2025		123,934		$	7.15	$	886,264	$	1,117,998

(1)

The shares of common stock were purchased in open market transactions pursuant to 10b5-1 purchase plans entered into by the Company.

(2)

Amount includes broker commissions

Schedule of stock option activity


				Weighted-			Weighted-
				Average			Average
				Exercise			Remaining		Aggregate
		Options		Price per			Contractual		Intrinsic
		Outstanding		Option			Life (years)		Value
Balance as of December 29, 2024		10,760		$	170.25		6.29
Granted		—			—		—
Forfeited		—			—		—
Outstanding as of December 28, 2025		10,760		$	170.25		5.29
Exercisable as of December 28, 2025		10,760		$	170.25		5.29		$	—
Vested and expected to vest as of December 28, 2025		10,760		$	170.25		5.29		$	—

Schedule of unvested RSUs


		Weighted-
	Unvested	Average Fair
	RSUs	Value per Share
Balance at December 29, 2024	243,582	$	39.20
RSUs granted	34,332		7.70
RSUs vested	(143,214)		36.71
RSUs forfeited	(27,563)		28.89
Balance at December 28, 2025	107,137	$	35.09

Schedule of unvested PSUs


		Weighted-
	Unvested	Average Fair
	PSUs	Value per Share
Balance at December 29, 2024	144,105	$	37.71
PSUs granted	23,333		4.05
PSUs vested	—		—
PSUs forfeited	(6,667)		19.20
Balance at December 28, 2025	160,771	$	33.59

Stockholders' Equity - Stock Option Activity (Details) - Stock options - $ / shares	12 Months Ended
	Dec. 28, 2025	Dec. 29, 2024
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding
Beginning balance	10,760
Granted	0	0
Ending balance	10,760	10,760
Exercisable	10,760
Vested and expected to vest	10,760
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price
Weighted-average exercise price per option, beginning balance (in dollars per share)	$ 170.25
Weighted-average exercise price per option, ending balance (in dollars per share)	170.25	$ 170.25
Weighted-average exercise price per option, exercisable (in dollars per share)	170.25
Weighted-average exercise price per option, vested and expected to vest (in dollars per share)	$ 170.25
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures
Weighted-average remaining contractual life (years)	5 years 3 months 14 days	6 years 3 months 14 days
Weighted-average remaining contractual life (years), exercisable	5 years 3 months 14 days
Weighted-average remaining contractual life (years), vested and expected to vest	5 years 3 months 14 days

Income Taxes - Reconciliation of income tax (Details) - USD ($)	12 Months Ended
	Dec. 28, 2025	Dec. 29, 2024	Dec. 31, 2023
Amount
U.S. federal statutory income tax rate	$ (2,840,267)
Domestic state and local income taxes, net of federal effect	211,407
Nontaxable and nondeductible items:
Excess tax expense on executive compensation limitation [Sec 162(m) officers' compensation]	229,230
Excess tax expense on equity-based compensation expense	746,980
Meals	34,002
Other Permanent Differences	36,488
Changes in valuation allowances	1,787,396
Changes in prior years unrecognized tax benefit	(37,396)
Other	20,542
Total tax provision (benefit)	$ 188,382	$ 2,333,000	$ (1,676,000)
Effective Income Tax Rate Reconciliation, State and Local Jurisdiction, Contribution Greater than 50 Percent, Tax Effect [Extensible Enumeration]	CALIFORNIA, stpr:OR, stpr:TX
Percent
Federal income tax rate (as a percent)	21.00%	21.00%	21.00%
Domestic state and local income taxes, net of federal effect (as a percent)	(1.60%)	6.30%	(0.40%)
Nontaxable and nondeductible items:
Excess tax expense on executive compensation limitation [Sec 162(m) officers' compensation]	(1.70%)
Excess tax expense on stock-based compensation expense (as a percent)	(5.50%)	(1.20%)	(9.10%)
Meals (as a percent)	(0.30%)
Other (as a percent)	(0.30%)
IRC Section 162(m) limitation (as a percent)		(0.50%)	(3.00%)
Change in uncertain tax position (as a percent)		0.40%	(0.30%)
Change in valuation allowance (as a percent)	(13.20%)	(28.20%)
Goodwill impairment (as a percent)		(1.90%)
Changes in prior years unrecognized tax benefit	0.30%
Other (as a percent)	(0.20%)	(0.20%)	(0.20%)
Effective income tax rate (as a percent)	(1.50%)	(4.30%)	8.00%

Debt - Debt Discounts and Issuance Costs (Details) - USD ($) $ in Millions	Dec. 28, 2025	Dec. 29, 2024
Debt
Unamortized debt issuance costs	$ 0.6	$ 0.1

- Definition

Amount of unamortized debt discount (premium) and debt issuance costs.

+ References + Details

Significant Accounting Policies - Income Taxes (Details) - USD ($) $ in Thousands	Dec. 28, 2025	Dec. 29, 2024
Significant Accounting Policies
Valuation allowance	$ 16,700	$ 14,912

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 28, 2025	Dec. 29, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (13,713)	$ (55,286)	$ (19,334)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 28, 2025	Dec. 29, 2024	Dec. 31, 2023
Consolidated Statements of Operations and Comprehensive Loss
Net revenue	$ 282,284,000	$ 315,887,000	$ 355,175,000
Cost of revenue	160,230,000	185,639,000	206,949,000
Gross profit	122,054,000	130,248,000	148,226,000
Selling and marketing expenses	66,601,000	72,927,000	76,312,000
General and administrative expenses	68,080,000	81,334,000	92,129,000
Goodwill impairment	0	28,374,000	0
Loss from operations	(12,627,000)	(52,387,000)	(20,215,000)
Interest expense	(2,464,000)	(1,271,000)	(1,728,000)
Other income, net	1,566,000	705,000	933,000
Loss before benefit (provision) for income taxes	(13,525,000)	(52,953,000)	(21,010,000)
Income tax benefit (provision)	(188,382)	(2,333,000)	1,676,000
Net loss and comprehensive loss	$ (13,713,000)	$ (55,286,000)	$ (19,334,000)
Basic loss per share (In dollars per share)	$ (4.9)	$ (20)	$ (7.27)
Diluted loss per share (In dollars per share)	$ (4.9)	$ (20)	$ (7.27)
Basic weighted-average shares outstanding (In shares)	2,799,732	2,764,594	2,658,608
Diluted weighted-average shares outstanding (In shares)	2,799,732	2,764,594	2,658,608

Income Taxes - Carryforwards (Details) - USD ($) $ in Thousands	Dec. 28, 2025	Dec. 29, 2024
Operating Loss Carryforwards [Line Items]
Gross deferred tax assets	$ 23,916	$ 24,438
Gross deferred tax liabilities	8,114	10,340
Deferred tax assets (liabilities), gross before valuation allowance	15,800
Deferred tax assets, operating loss carryforwards	5,900
Valuation allowance	16,700	$ 14,912
Federal disallowed interest expense carryforward	9,400
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	22,900
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 17,600

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 28, 2025	Dec. 29, 2024	Dec. 31, 2023
Cash Flows from Operating Activities
Net loss	$ (13,713,000)	$ (55,286,000)	$ (19,334,000)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	5,114,000	5,480,000	4,819,000
Noncash lease expense	4,518,000	4,069,000	3,663,000
Gain on lease modification	(92,000)
Gain on lease termination	(229,000)
Amortization of debt discount and debt issuance costs	544,000	159,000	156,000
Loss on disposal of property and equipment	2,000	276,000	19,000
Equity-based compensation expense	4,481,000	8,090,000	17,694,000
Deferred income taxes		3,802,000	(2,539,000)
Goodwill impairment	0	28,374,000	0
Changes in operating assets and liabilities:
Accounts receivable	446,000	1,384,000	366,000
Inventories	1,592,000	1,436,000	7,714,000
Assets for recovery	186,000	728,000	779,000
Income taxes (receivable) payable	3,149,000	(832,000)	2,752,000
Prepaid and other current assets	101,000	1,068,000	(1,803,000)
Accounts payable	(2,658,000)	2,141,000	3,580,000
Accrued expenses and other current liabilities	2,190,000	4,832,000	918,000
Operating lease liabilities	(4,299,000)	(3,488,000)	(3,317,000)
Other noncurrent liabilities	47,000	368,000	(46,000)
Net cash provided by operating activities	1,379,000	2,601,000	15,421,000
Cash Flows from Investing Activities
Capitalized software development costs	(1,816,000)	(1,574,000)	(2,055,000)
Purchases of property and equipment	(350,000)	(1,300,000)	(1,880,000)
Other	35,000		(68,000)
Net cash used in investing activities	(2,131,000)	(2,874,000)	(4,003,000)
Cash Flows from Financing Activities
Proceeds from issuance of common stock under ESPP	69,000	239,000	487,000
Principal payments on finance lease obligations	(1,290,000)	(1,365,000)	(983,000)
Withholding tax payments related to vesting of RSUs and 2023 Bonus Plan	(240,000)	(1,241,000)	(1,629,000)
Repurchase of common stock	(886,000)	(496,000)
Other			(6,000)
Net cash provided by (used in) financing activities	(1,047,000)	2,227,000	(19,131,000)
Net increase (decrease) in cash and cash equivalents	(1,799,000)	1,954,000	(7,713,000)
Cash and cash equivalents at beginning of period	4,460,000	2,506,000	10,219,000
Cash and cash equivalents at end of period	2,661,000	4,460,000	2,506,000
Supplemental Disclosure
Income taxes, net	(3,007,000)	(1,004,000)	(1,947,000)
Interest	1,864,000	1,051,000	1,632,000
Operating leases	5,267,000	5,148,000	5,191,000
Finance leases	1,340,000	1,455,000	1,111,000
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Right-of-use assets acquired under operating lease obligations			1,053,000
Assets acquired under finance lease obligations		42,000	983,000
Purchases of property and equipment included in accounts payable and accrued expenses	12,000	3,000	175,000
Capitalized software development costs included in accrued expenses	40,000
Remeasurement of operating lease right-of-use assets for lease modification	3,527,000
Derecognition of operating lease liabilities and assets upon lease termination	342,000
2021 Credit Agreement
Cash Flows from Financing Activities
Proceeds from borrowings on revolving line of credit		33,090,000	13,000,000
Repayments on revolving line of credit	(13,090,000)	$ (28,000,000)	$ (30,000,000)
2025 Credit Agreement
Cash Flows from Financing Activities
Proceeds from borrowings on revolving line of credit	115,102,000
Repayments on revolving line of credit	$ (100,712,000)

Fair Value Measurements (Details) - USD ($)		12 Months Ended
Fair Value Measurements (Details) - USD ($)	Aug. 14, 2025	Dec. 28, 2025	Dec. 29, 2024	Dec. 31, 2023
Fair Value Measurements
Goodwill impairment		$ 0	$ 28,374,000	$ 0
Goodwill		7,056,000	7,056,000
Change in value of tradename during the period		0	0	$ 0
Accumulated impairment of tradename		0	$ 0
2025 Credit Agreement
Fair Value Measurements
Revolving line of credit	$ 20,000,000	14,400,000
Revolving credit facility, uncommitted accordion	5,000,000
Sublimit for letter of credit	$ 1,000,000	$ 300,000
Debt instrument applicable margin percent	3.95%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	Secured overnight financing ("SOFR") rate

Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 28, 2025	Dec. 29, 2024
Accrued Expenses and Other Current Liabilities
Accrued compensation and benefits	$ 4,826	$ 5,707
Accrued marketing	4,659	2,364
Accrued inventory	3,369	4,353
Accrued freight	2,460	1,897
Other	2,097	1,664
Accrued expenses and other current liabilities	$ 17,411	$ 15,985

Stockholders' Equity - Assumptions (Details)	12 Months Ended
Stockholders' Equity - Assumptions (Details)	Dec. 28, 2025 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award
Dividend yield	0.00%
Employee Stock Purchase Plan (ESPP) shares \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award
Expected term (in years)	6 months
Expected volatility	102.85%
Risk-free interest rate	3.85%
Weighted average fair value per share of ESPP awards granted	$ 0.86
Employee Stock Purchase Plan (ESPP) shares \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award
Expected term (in years)	1 year
Expected volatility	117.46%
Risk-free interest rate	4.06%
Weighted average fair value per share of ESPP awards granted	$ 2.01

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Consolidated Statements of Stockholders' Equity (Parenthetical)	Jul. 07, 2025	Jun. 26, 2025
Consolidated Statements of Stockholders' Equity
Reverse stock split	0.0667	0.0667

Defined Contribution Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 28, 2025	Dec. 29, 2024	Dec. 31, 2023
Defined Contribution Plans
Minimum employment period	3 months
Minimum age	18 years
Matching contributions made by company	$ 0.9	$ 1.0	$ 1.1

Significant Accounting Policies - Long-Lived Asset Impairment (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 28, 2025	Dec. 29, 2024	Dec. 31, 2023
Significant Accounting Policies
Impairment of long-lived assets	$ 0.0	$ 0.0	$ 0.0

Defined Contribution Plans

12 Months Ended

Dec. 28, 2025

Defined Contribution Plans

Defined Contribution Plans

11.Defined Contribution Plans

The Company sponsors a participant-directed 401(k) profit sharing plan for employees who have been working at the Company for at least three months and are at least 18 years of age. Participants may make wage-deferred contributions up to the maximum allowed by law. The Company may make discretionary matching contributions annually. The Company made matching contributions of $0.9 million, $1.0 million, and $1.1 million during 2025, 2024 and 2023, respectively.

- Definition

The entire disclosure for retirement benefits.

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+ Details

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 28, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Segment Reporting

12 Months Ended

Dec. 28, 2025

Segment Reporting

Segment Reporting

12.Segment Reporting

The Company identifies operating segments based on whether the Company’s Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), regularly reviews operating results of particular components of the Company’s activities and allocates resources and assesses performance based on those results. The Company has one reportable segment related to the sale of merchandise directly to end customers. Sales to wholesale customers are less than 10% of total revenue and therefore do not require separate disclosure as a reportable segment. All long-lived assets are located in the U.S. and substantially all revenue is attributable to customers based in the U.S. International sales are not significant.

The accounting policies of the one reportable segment are the same as those described in the summary of significant accounting policies. The measurement of segment assets is reported on the consolidated balance sheet as total consolidated assets. All assets, liabilities, cash flows, revenue and expenses are reported in the Company’s one reportable segment. When evaluating the Company’s financial performance and making strategic decisions, the CODM focuses their review of expenses incurred by the nature of those expenses.

The table below is a summary of the segment profit or loss, including significant segment expenses (in thousands):


		Fiscal Years Ended
	December 28,			December 29,		December 31,
	2025			2024		2023
	(52 weeks)			(52 weeks)		(52 weeks)

Net revenue	$	282,284		$	315,887	$	355,175
Less:
Cost of revenue		160,230			185,639		206,949
Employee expenses (excluding equity-based compensation expense)		46,137			53,056		53,791
Equity-based compensation expense		4,481			8,090		17,694
Advertising expenses		50,406			55,408		58,481
Goodwill impairment		—			28,374		—
Other net costs (1)		29,571			34,257		35,264
Depreciation and amortization (2)		2,520			2,745		2,278
Interest expense		2,464			1,271		1,728
Income tax provision (benefit)		188			2,333		(1,676)
Segment net loss	$	(13,713)		$	(55,286)	$	(19,334)

(1)

(2)

Excludes depreciation expense related to distribution facilities recorded in cost of revenue.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Stockholders' Equity - Stock Options (Details) - Employee Stock Option - USD ($) $ in Thousands	12 Months Ended
	Dec. 28, 2025	Dec. 29, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 0	$ 0
Unrecognized equity-based compensation option	$ 0	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Commitments and Contingencies

12 Months Ended

Dec. 28, 2025

Commitments and Contingencies

Commitments and Contingencies

7.Commitments and Contingencies

Litigation and Other

From time to time, the Company may be a party to litigation and subject to claims incurred in the ordinary course of business, including personal injury and indemnification claims, labor and employment claims, threatened claims, breach of contract claims, and other matters. The Company accrues a liability when management believes information available prior to the issuance of the consolidated financial statements indicates it is probable a loss has been incurred as of the date

of the consolidated financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Legal costs are expensed as incurred. Although the results of litigation and claims are inherently unpredictable, management concluded that it was not probable that it had incurred a material loss during the periods presented related to such loss contingencies. However, an immaterial reserve was recorded for contingencies.

During the normal course of business, the Company may be a party to claims that are not covered by insurance. While the ultimate liability, if any, arising from these claims cannot be predicted with certainty, management does not believe that the resolution of any such claims would have a material adverse effect on the Company’s consolidated financial statements. As of December 28, 2025, the Company was not aware of any currently pending legal matters or claims, individually or in the aggregate, that are expected to have a material adverse impact on its consolidated financial statements.

Indemnification

The Company also maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify the Company’s directors. To date, the Company has not incurred any material costs and has not accrued any liabilities in the consolidated financial statements as a result of these provisions.

Debt

12 Months Ended

Dec. 28, 2025

Debt

Debt

5.Debt

Credit Facility

On November 15, 2021, the Company entered into the Prior Credit Agreement with Bank of America (the “lender”) to provide a revolving facility that provided for borrowings up to $50.0 million with a maturity date of November

15, 2024. The Prior Credit Agreement was amended subsequently by five amendments which modified a number of terms, including extending the maturity date to August 22, 2025, reducing and ultimately prohibiting further borrowings, revising the applicable interest rates, revising or providing limited waivers of compliance with certain financial covenants, and adding covenants related to achieving a refinancing transaction. The interest rates in effect under the Prior Credit Agreement, during the thirteen and thirty-nine weeks ended September 28, 2025 were as follows: (a) in the case of Base Rate Loans, the Base Rate plus (i) 5% (increased from a margin of 4%), (b) in the case of Term SOFR Loans, Term SOFR (subject to a credit spread adjustment of 10 basis points) plus (i) 6% (increased from a margin of 5%), and (c) the Letter of Credit Fee of (i) 6% (increased from 5%).

On June 23, 2025, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”) related to the Prior Credit Agreement with the lenders party thereto and Bank of America, N.A., as administrative agent (the “Administrative Agent”), and Swing Line Lender and an L/C Issuer (the “Lenders”). Pursuant to the terms of the Forbearance Agreement, the Administrative Agent and Lenders agreed that they would forbear, during the Forbearance Period as defined in the Forbearance Agreement), from exercising any and all rights and remedies with respect to or arising out of the events of default that occurred as a result of the Company’s failure to comply with certain Refinancing Transaction Milestones (as defined in the Forbearance Agreement) by the specified dates under Sections 6.19(a), (c) and (d) of the Prior Credit Agreement. On August 11, 2025, the Company entered into an amendment to the Forbearance Agreement and the fifth amendment to the Prior Credit Agreement which extended the Forbearance Period and maturity date to August 22, 2025. Under the terms of the Forbearance Agreement, as amended, the Refinancing Transaction Milestones were due on the maturity date. No fees were paid in connection with the forbearance. The agreement was not entered into as a result of financial distress, but rather to provide additional time to finalize and execute the 2025 Credit Agreement.

On August 14, 2025, the Borrowers entered into the 2025 Credit Agreement. The 2025 Credit Agreement is comprised of an asset-based revolving credit facility with a $20.0 million commitment, a $5.0 million uncommitted accordion and a $1.0 million sublimit for letters of credit. The amount that the Borrowers may borrow under the 2025 Credit Agreement is based on a borrowing base calculated based on advance rates for various assets serving as collateral for the 2025 Credit Agreement. Borrowings under the 2025 Credit Agreement bear interest at a rate equal to the 30-day SOFR rate plus 3.95%. The 2025 Credit Agreement is secured by a first-priority security interest in and lien upon all tangible and intangible personal property of the Borrowers, now owned or acquired in the future. The 2025 Credit Agreement includes covenants that limit the Borrowers’ ability to incur indebtedness, to create liens or other encumbrances, to make certain payments and investments, to engage in transactions with affiliates, to guarantee indebtedness and to sell or otherwise dispose of assets and merge or consolidate with other entities. The 2025 Credit Agreement also includes a financial covenant for minimum excess availability under the 2025 Credit Agreement. It also requires the Company to maintain lockbox accounts and cash management arrangements under the control of the Administrative Agent, who has full dominion and control over each Collection Account and all Deposit Accounts (except Excluded Accounts). Outstanding borrowings are classified as current liabilities, however, the 2025 Credit Agreement does not mature until August 14, 2028. On October 28, 2025, the Company entered into an amendment to the 2025 Credit Agreement, which included some clarifying and non-material changes to certain terms in the 2025 Credit Agreement.

The initial funding of the 2025 Credit Agreement occurred on August 14, 2025, and the proceeds were used in part to repay approximately $6.0 million outstanding under the Prior Credit Agreement. In connection with entering into the 2025 Credit Agreement and the repayment in full of all outstanding obligations under the Prior Credit Agreement, the Prior Credit Agreement, along with the related Forbearance Agreement, as amended, were terminated.

As of December 28, 2025, the outstanding borrowing under the 2025 Credit Agreement was $14.4 million in addition to a $0.3 million letter of credit outstanding. After giving effect to the excess availability covenant and the outstanding letter of credit, the unused availability was $1.3 million. During 2025, the Company borrowed $115.1 million and repaid $100.7 million under the 2025 Credit Agreement and had a weighted average interest rate of 10.7%.

Debt Discounts and Issuance Costs

Debt discounts and issuance costs are deferred and amortized over the life of the related loan. The associated expense is included in interest expense in the consolidated statements of operations and comprehensive loss. Debt issuance costs related to the 2025 Credit Agreement are included in prepaids and other current assets in the consolidated balance sheets. As of December 28, 2025 and December 29, 2024, unamortized debt issuance costs recorded within prepaids and other current assets were $0.6 million, related to the 2025 Credit Agreement and $0.1 million, related to the Prior Credit Agreement, respectively.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Significant Accounting Policies - Goodwill and Intangible Assets (Details)	12 Months Ended
	Dec. 28, 2025 USD ($) item	Dec. 29, 2024 USD ($)	Dec. 31, 2023 USD ($)
Significant Accounting Policies
Number of reporting units \| item	1
Goodwill impairment	$ 0	$ 28,374,000	$ 0
Goodwill	7,056,000	7,056,000
Change in value of tradename during the period	0	0	0
Accumulated impairment of tradename	$ 0	0
Useful life	3 years
Amortization of intangible assets	$ 1,900,000	2,100,000	1,900,000
Impairment of intangible assets, excluding goodwill	$ 0	$ 0	$ 0

- Definition

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.

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- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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+ Details

- Definition

Amount of impairment loss from asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References + Details

Consolidated Balance Sheets (Parenthetical)	Dec. 28, 2025 $ / shares shares	Dec. 29, 2024 $ / shares shares
Consolidated Balance Sheets
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock issued	0	0
Preferred stock outstanding	0	0
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	2,971,729	2,804,542
Common stock, shares outstanding	2,971,729	2,804,542
Treasury stock, shares	146,555	22,621

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 28, 2025

Significant Accounting Policies

Schedule of significant changes in contract liabilities balances

The following table summarizes the significant changes in the contract liabilities balances during 2025, 2024 and 2023 (in thousands):


		Stored-Value
		Cards
Balance as of January 1, 2023		$	10,828
Revenue recognized that was included in contract liability balance at the beginning of the period			(4,073)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period			6,387
Balance as of December 31, 2023			13,142
Revenue recognized that was included in contract liability balance at the beginning of the period			(3,722)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period			8,463
Balance as of December 29, 2024			17,883
Revenue recognized that was included in contract liability balance at the beginning of the period			(5,006)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period			5,354
Balance as of December 28, 2025		$	18,231

Schedule of securities that were excluded from computation of diluted net loss per share


	2025	2024	2023
Stock options	10,760	10,760	10,760
Unvested restricted stock	—	—	1,559
RSUs	107,137	243,582	237,894
PSUs	160,771	144,105	120,771
ESPP shares	13,941	7,738	7,834
2023 Bonus Plan	—	—	13,098
Total	292,609	406,185	391,916

Stockholders' Equity - 2024 Stock Repurchase Program (Details) - USD ($)	12 Months Ended
	Dec. 28, 2025	Dec. 29, 2024
Stockholders' Equity
Maximum Dollar Value of Shares that May Yet Be Purchased Under the 2024 Repurchase Program	$ 1,117,998
Total Number of Shares Purchased	123,934
Weighted Average Price Paid Per Share	$ 7.15
Aggregate Purchase Price	$ 886,264	$ 496,000

Balance Sheet Components - Property and Equipment, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 28, 2025	Dec. 29, 2024	Dec. 31, 2023
Property and Equipment, net
Total property and equipment	$ 8,835	$ 10,508
Less: accumulated depreciation and amortization	(6,524)	(6,866)
Property and equipment, net	2,311	3,642
Depreciation of property and equipment	$ 3,200	3,400	$ 2,900
Useful life	3 years
Gross carrying amount of capitalized software	$ 17,000	15,100
Accumulated amortization	14,300	12,300
Amortization of intangible assets	1,900	2,100	$ 1,900
Estimated future amortization expense in fiscal year 2026	1,500
Estimated future amortization expense in fiscal year 2027	900
Estimated future amortization expense in fiscal year 2028	$ 300
Minimum
Property and Equipment, net
Estimated Useful Lives (in years)	1 year
Maximum
Property and Equipment, net
Estimated Useful Lives (in years)	6 years
Leasehold improvements
Property and Equipment, net
Total property and equipment	$ 3,504	5,011
Leasehold improvements \| Minimum
Property and Equipment, net
Estimated Useful Lives (in years)	1 year
Leasehold improvements \| Maximum
Property and Equipment, net
Estimated Useful Lives (in years)	6 years
Equipment
Property and Equipment, net
Total property and equipment	$ 3,589	3,799
Equipment \| Minimum
Property and Equipment, net
Estimated Useful Lives (in years)	1 year
Equipment \| Maximum
Property and Equipment, net
Estimated Useful Lives (in years)	5 years
Furniture and fixtures
Property and Equipment, net
Total property and equipment	$ 1,742	$ 1,698
Furniture and fixtures \| Minimum
Property and Equipment, net
Estimated Useful Lives (in years)	1 year
Furniture and fixtures \| Maximum
Property and Equipment, net
Estimated Useful Lives (in years)	6 years

Related Party Transactions

12 Months Ended

Dec. 28, 2025

Related Party Transactions

Related Party Transactions

10.Related Party Transactions

Significant Shareholder Relationships

The Company identified three shareholders with aggregate ownership interest in the Company greater than 10%. The Company reviewed the respective investment portfolio holdings of these shareholders and identified investments in other entities that the Company engages in business with. All of these business relationships were obtained without the support of these shareholders, and as such, are believed to be at terms comparable to those that would be obtained through arm’s length dealings with unrelated third parties.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details