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0001643953
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 24, 2026
Purple Innovation, Inc.
(Exact Name of Registrant as Specified in its
Charter)
| Delaware |
|
001-37523 |
|
47-4078206 |
| (State of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 4100 North Chapel Ridge Rd., Suite 200 |
|
|
| Lehi, Utah |
|
84048 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (801) 756-2600
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 per share |
|
PRPL |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
On April 28, 2026, Purple Innovation, Inc. (the
“Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2026, affirming
adjusted EBITDA guidance and providing revised net revenue guidance for 2026. A copy of this press release is furnished as Exhibit 99.1 to this
report and incorporated by reference herein.
The information furnished pursuant to this Item 2.02, including Exhibit
99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The press release furnished herewith in Exhibit 99.1 contains non-GAAP
financial measures. Management believes non-GAAP financial measures assist management and investors in evaluating and comparing period-to-period
results and projections in a more meaningful and consistent manner. Reconciliations for these non-GAAP financial measures to the most
directly comparable GAAP financial measures are included in the press release.
ITEM 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Financial Officer
Todd Vogensen, who currently serves as the Company’s
Chief Financial Officer, provided notice to the Company of his resignation as Chief Financial Officer effective May 1, 2026. As the Company’s
Chief Financial Officer, Mr. Vogensen also served as the Company’s Principal Financial Officer. Mr. Vogensen did not resign as a
result of any disagreement with the Company on any matter relating to the Company’s financial reporting or accounting policies,
procedures, estimates, or judgments.
Appointment of Chief Financial Officer
On April 24, 2026, the Board of Directors (the
“Board”) of the Company appointed Robert G. Lucian to serve as the Chief Financial Officer of the Company, effective the week
of April 27, 2026.
Prior to joining Purple, Mr. Lucian, age 63, served
as Vice President, Senior Vice President, and Chief Financial Officer for La-Z-Boy Incorporated from January 2019 to April 2025. Prior
to that he served as Chief Financial Officer for North America Professional Beauty at Coty where he was responsible for integrating its
Professional Hair Care business into its Professional Nail Care business and turning around both businesses to profitable growth after
it acquired its specialty beauty businesses in 2016. Before that, Mr. Lucian was with Procter & Gamble from June 1984 to September
2016, where he spent seven years in manufacturing and twenty-five in finance and accounting spanning multiple business units, corporate
finance, corporate new business development, and global supply chain finance. Mr. Lucian has a Bachelor of Science degree in chemical
engineering from the University of Notre Dame and holds a Master of Business Administration with a concentration in finance and international
business from the University of Cincinnati. There are no related party transactions between Mr.
Lucian and the Company as defined in Item 404(a) of Regulation S-K. There are no family relationships between Mr. Lucian and any
other director, executive officer or person nominated or chosen to be a director or executive officer of the Company.
In connection with his appointment as Chief Financial
Officer, the Company and Mr. Lucian entered into an offer letter (the “Offer Letter”) effective April 24, 2026. The Offer
Letter provides that Mr. Lucian will report to the CEO. Under the terms of the Offer Letter, Mr. Lucian will receive compensation comprised
of (1) base pay of $600,000 annually, (2) a signing bonus of $20,000 in connection with commencement of employment, (3) participation
in the Company’s short-term cash incentive plan starting in 2026 with a target of 75% of annual base salary with a guaranteed minimum
payment for 2026 of $300,000, and (4) beginning in 2026 participation in the Company’s long-term equity incentive plan in an amount
of 75% of base salary, in cash, equity in the form of between time-based RSU’s and/or performance-based PSU’s, or combination
thereof. The Company will also reimburse him reasonable travel costs related to commuting from Florida to the Company’s Utah headquarters.
Mr. Lucian will also participate in benefits generally available to the Company’s employees such as its 401(k) plan, paid time off,
holidays, and perks. The foregoing summary of the Offer Letter does not purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Offer Letter, a copy of which is attached as Exhibit 10.1 to this report and is incorporated by reference
herein.
ITEM 7.01 REGULATION FD DISCLOSURE.
On April 28, 2026, the Company issued a press release
announcing the appointment of Robert G. Lucian as the Company’s Chief Financial Officer. A copy of the press release is attached
hereto as Exhibit 99.2.
The information in Item 7.01 of this Current Report
on Form 8-K, including Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section,
nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act
of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 28, 2026 |
PURPLE INNOVATION, INC. |
| |
|
|
| |
By: |
/s/ Robert T. DeMartini |
| |
|
Robert T. DeMartini |
| |
|
Chief Executive Officer |
3
Exhibit 10.1
April 24th, 2026
Dear Bob,
On behalf of Purple Innovation, LLC (“Purple” or the “Company”),
it is my pleasure to extend to you this written offer outlining the mutually agreed upon terms of your employment. Key points for your
employment and compensation include:
Position:
Your position will be Chief Financial Officer reporting to Rob
DeMartini, Chief Executive Officer. It is anticipated that your start date will be the week of April 27, 2026.
Base Wage:
Your base pay will be $600,000 annually, paid on a bi-weekly
basis, less deductions required by law, payable in accordance with normal payroll practices of the Company. This is an exempt position.
As an exempt employee, you will not be entitled to overtime pay and your salary is intended to cover all hours worked including any hours
worked more than 40 in a workweek or overtime as otherwise defined by applicable law.
Signing Bonus:
You will receive a signing bonus of $20,000 in connection with the
commencement of your employment.
Annual Bonus:
You will be eligible for an annual short-term cash bonus starting with
the year 2026 in accordance with Purple’s short-term cash incentive plan for the applicable year. The bonus target is 75%
of your annual base salary for C-Level Executives and the percentage is subject to adjustment, including accelerators, based on both the
company’s and your performance as measured against metrics set by the board of directors and your supervisor for the year. You
will be guaranteed a minimum 2026 STIP award of $300,000. Any such bonus will be paid annually in the following calendar year
(for example, in 2027 for performance in 2026) after the Company files its annual Form 10-K with the SEC for the applicable year, so long
as you continue to be employed and are in good standing on the payment date.
Incentive Awards:
As a C-Level Executive, you will be eligible to participate in the
long-term incentive plan of the Company, as approved by the board of directors. Under the current plan, you will be eligible in this position
to receive a long-term incentive award in the amount of 75% of your base salary at the time of an award, payable, as approved by
the board of directors, in cash, equity in the form of between time-based RSU’s and/or performance-based PSU’s, or combination
thereof. You will be eligible to receive such awards beginning in 2026 at the same time and on the same conditions as other similarly
situated employees. This plan may be changed by the board of directors and performance metrics are set by the board of directors for each
award.
Responsibilities and Duties:
As part of the management team, you will manage Purple’s business.
You will be paid by Purple and be subject to Purple’s policies.
During your employment with Purple, you will devote your full business
time, skill, attention, and best efforts to the performance of your duties, subject to customary carve-outs for charitable or religious
activities and management of personal affairs that do not materially interfere with the performance of your duties to the company or present
a conflict of interest. You will have such duties and authority as is customary for a C-level executive of a publicly traded company with
subsidiaries and as determined from time to time by the Chief Executive Officer. You will comply with all lawful rules, policies, procedures,
regulations, and administrative directions as they currently exist and subject to any future modifications by Purple.
As the CFO, you will be provided with D&O insurance at the company’s
expense.
Corporate Opportunity:
You are required to submit to the Company all business, commercial
and investment opportunities or offers presented to you or of which you become aware and that relate to the business of the Company at
any time during your employment. Unless approved by the board of directors, you shall not accept or pursue, directly or indirectly, any
corporate opportunities on your own behalf.
Cooperation:
You shall both during and after your employment for the Company cooperate
with the Company in any internal investigations or administrative, regulatory or judicial proceedings as reasonably request by the Company
(including, without limitation, being available upon reasonable notice for interviews and factual investigations, appearing to give testimony
without requiring service of a subpoena or other legal process, volunteering all pertinent information and turning over to the Company
all relevant documents which are or may come into your possession. The Company will reimburse you for all reasonable out-of-pocket costs
incurred by you in this regard.
Work Schedule and Location:
Your role with
be Florida Based and you will travel to Lehi, HQ about 2x per month and as dictated by the needs of the business.
Commuting Benefit:
Purple will reimburse all reasonable airfare, hotel, and taxi travel
costs necessary for your commute to Purple from Florida upon presentation of documentation of expenses in accordance with Purple policy.
Flights should be booked at least two (2) weeks in advance and should be coach.
Benefits:
During your employment, you will be eligible for Purple employee perquisites
and benefits consistent with the Company’s practices and applicable law and in accordance with the terms of the applicable benefit
plans and/or Company policies, as they currently exist and subject to any future modifications in the Company’s discretion, to the
maximum extent permitted by applicable law. These benefits currently include health, dental, and vision insurance plans, as well as life
insurance. You are eligible for the medical, dental, and vision plan on the first of the month following your date of hire. You are also
eligible to participate in our 401(k) plan with a 5% company match on the first of the month following a four-month qualification period.
Paid Time Off Allowance:
PTO: The Company has a Flexible PTO policy. Therefore, you are
free to take the PTO that you need, with the support and approval of the CEO.
Wellness/Sick Time: You will be receiving a total of 48 hours
of wellness/sick time per year, accrued in accordance with the company's wellness/sick policy.
Holiday: Purple currently provides 10 paid holidays per year.
Purple Perks:
Free Mattress: You will be eligible for a free Purple mattress
of your choice, after 30 days of employment per the company’s policy.
Sabbatical: On the anniversary of your 7th year of employment
you will be eligible for 4 paid weeks of sabbatical per the company's policy.
Cell Phone Reimbursement: You will receive a $50 monthly
stipend toward cell phone reimbursement.
Wellness Reimbursement: You will be reimbursed up to $100 per
calendar year for any wellness expenses (gym membership, personal equipment, chiropractic care, etc.), subject to any changes in Purple’s
current policy.
At-Will Employment:
This letter is merely a summary of the principal terms of our
employment offer and is not a contract of employment for any definite period of time and does not otherwise confer any contractual rights
whatsoever. .In accepting our offer of employment, you certify your understanding that your employment
will be on an at-will basis. As an at-will employee, you will be free to terminate your employment with the company at any time, with
or without cause or advance notice. Similarly, the company is free to conclude its employment relationship with you at any time, with
or without cause, or advance notice. At-Will status only may be modified on an individual or collective basis via a written contract or
agreement signed by an authorized representative of the Company.
As with any employment at will, all compensations, benefits, work assignments,
etc. are subject to change in accordance with the needs of the company, with the exception of any vested contractual rights. In addition,
Purple will provide you with the necessary materials and equipment to effectively perform the responsibilities of your position. Any equipment,
proprietary information, or other materials must be returned to the company upon termination for any reason.
Drug/Alcohol Testing:
By accepting this offer: You acknowledge yourself as being free of
inappropriate drug or alcohol use; and you accept that Purple has a smoke-free workplace policy and a drug/alcohol-free workplace program
which could include ongoing random or comprehensive testing of all employees or single employees.
Offer Conditions:
This offer is contingent upon successful results of a lawful background
check and drug screen, and your execution of an agreement to protect the intellectual property and other rights of Purple and its affiliated
companies. Consideration of any background check will be tailored to the requirements of the job as well as any limitations pursuant to
applicable law. By signing below, you acknowledge that you will be required to execute any necessary consents to perform such checks.
This offer is also contingent upon your completing the Form I-9 (Employment Eligibility Verification), demonstrating your eligibility
to work in the United States, within your first three days of employment.
This letter is governed by Utah law and supersedes any prior or subsequent
oral or written representations regarding the terms of potential employment with the Company. By signing below, you acknowledge that you
are not relying on any representations other than those set forth in this letter.
I am confident that you will find this position both challenging and
rewarding. We look forward to your contributions and success with Purple. If the terms set forth in this letter are acceptable to you,
please sign and date the letter and return. You will then be asked to complete several pre-employment steps, which will be sent by our
HR Ops team.
| Welcome to Purple! |
|
| |
|
| Sincerely, |
|
| |
|
| /s/ Rob DeMartini |
|
| Rob DeMartini |
|
| Chief Executive Officer |
|
| |
|
| I accept this employment offer: |
|
| |
|
| /s/ Robert Lucian |
|
| Robert (Bob) Lucian |
|
| |
|
| Estimated Employment Start Date: The week of April 27th, 2026. |
4
Exhibit 99.1
Purple Innovation Reports First Quarter 2026
Results
Showroom Comps up 7.0%, Marking the Third Consecutive
Quarter of Positive Comps
E-commerce Trends Improve Sequentially
Early Traction from Purple Royale at Mattress
Firm Supports Premium Momentum and Wholesale Growth
Reaffirms Full Year EBITDA Guidance; Positioned
for Improving Performance in Second Quarter
Lehi, Utah, April 28, 2026 – Purple Innovation, Inc. (NASDAQ:
PRPL) (“Purple”), a comfort innovation company whose mattresses promise to give you “less pain, better sleep,”
today announced results for the first quarter ended March 31, 2026.
“During the first quarter, we continued to build on the progress
we made at the end of last year, with improving consistency across our business and solid performance in our showroom and wholesale channels,”
said Rob DeMartini, CEO of Purple Innovation. “While total sales were modestly down, ecommerce trends improved sequentially, and
we are seeing early benefits from the more disciplined execution and the actions we’ve taken to strengthen the business.”
“We are encouraged by the strong response to our premium portfolio,
including early traction for Purple Royale at Mattress Firm and continued momentum in Rejuvenate 2.0, as we expand our wholesale partnerships
and improve operating efficiency. As we enter the second quarter, we remain focused on driving growth through better consumer insight,
differentiated innovation rooted in our GelFlex Grid technology, and expanded distribution, and believe that we are well positioned to
deliver continued progress in 2026.”
First Quarter 2026 Financial Results
First quarter 2026 net revenue was $95.7 million, down approximately
8.1% compared to the first quarter of 2025. The decrease was primarily driven by softness in e-commerce and lower wholesale revenue, partially
offset by growth in showrooms. During the first quarter of 2026, total amounts billed were approximately $100.6 million, down 3.4% year
over year; however, as a result of required net reporting related to certain wholesale transactions, reported revenue was reduced by $4.9
million to $95.7 million.
Gross profit for the first quarter was $35.2 million or 36.8% of net
revenue, compared to $41.0 million or 39.4% in the prior-year period. Gross margin was impacted by a strategic investment in Royale floor
models to support the Mattress Firm rollout, as well as modest manufacturing overhead deleverage driven by lower production volumes and
less favorable absorption of fixed costs. These impacts are primarily timing-related and not indicative of a change in the underlying
health of the business.
First quarter operating expenses were $52.0 million, down 6.3% from
$55.5 million in the prior year quarter. The improvement was primarily driven by ongoing cost savings initiatives and the benefits of
prior restructuring actions, partially offset by higher expenses related to the ongoing evaluation of strategic alternatives, which may
vary by quarter.
Net loss attributable to Purple Innovation, Inc. for the first quarter
was $30.5 million, compared to $19.1 million in the prior year.
Adjusted EBITDA for the first quarter was $(4.8) million, flat from
this time last year.
Balance Sheet
As of March 31, 2026, the Company had cash and cash equivalents of
$25.0 million compared to $24.3 million as of December 31, 2025.
Net inventories as of March 31, 2026, totaled $58.1 million, down 2.7%
compared to December 31, 2025.
2026 Outlook
The Company is updating its 2026 outlook for full year revenue to a
range of $465 to $485 million, from the prior range of $500 to $520 million, due to the accounting adjustment noted earlier in this press
release. The Company is maintaining its adjusted EBITDA in the range of $20 to $30 million.
Conference Call and Webcast Information
Purple Innovation, Inc. will host a live conference call to discuss
financial results today, April 28, 2026, at 8:30 a.m. Eastern Time. To access the call dial 800-715-9871 (domestic) or 646-307-1963 (international).
The call is also being webcast and can be accessed on the investor relations section of the Company’s website, investors.purple.com. After
the conference call, a webcast replay will remain available on the investor relations section of the Company’s website for one year.
About Purple
Purple exists to help people get the best sleep of their lives —
by reducing pain, deepening sleep, and unlocking the potential for brighter dawns and better days. At the center of that mission is our
signature innovation, the GelFlex Grid®. Originally developed in medical settings to support the body in its most vulnerable moments,
the GelFlex Grid delivers a one-of-a-kind combination of pressure relief, alignment, and temperature balance that helps people fall asleep
easier, stay asleep longer, and wake up with less pain.
That same comfort technology extends beyond mattresses into pillows,
bedding, and cushions designed to make everyday life feel a little lighter and a lot more comfortable. Because when pain eases and sleep
improves, everything else gets better too — your energy, your outlook, and your ability to show up for the moments that matter.
Less pain. Better sleep.
Learn more at www.purple.com
Forward Looking Statements
Certain statements made in this release that are not historical facts
are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private
Securities Litigation Reform Act of 1995. Statements based on historical data are not intended and should not be understood to indicate
the Company’s expectations regarding future events. Forward-looking statements provide current expectations or forecasts of future
events or determinations. These statements include, but are not limited to, statements regarding our innovation pipeline, the timing of
new product collection launches, our ability to improve profitability and optimize our business, the expansion of and benefits to us from
our commercial relationship with Mattress Firm, the impact of other commercial relationships, including those with Walmart, Costco, and
other traditional and non-traditional partners, our ability to drive profitable growth and create shareholder value, and our outlook for
revenue and adjusted EBITDA for the first quarter and full year 2026. These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of
which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in
the forward-looking statements. Factors that could influence the realization of forward-looking statements include, among others: changes
in economic, financial and end-market conditions in the markets in which we operate; fluctuations in raw material prices and cost of labor;
the financial condition of our customers and suppliers; competitive pressures, including the need for technology improvement, successful
new product development and introduction; changes in consumer demand, including pullbacks in consumer spending; disruptions to our manufacturing
processes; and the risk factors outlined in the “Risk
Factors” section of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 25, 2026, and in our
other filings made with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as required by law.
Non-GAAP Financial Measures
EBITDA, adjusted EBITDA, adjusted net income, and adjusted net income
per diluted share are non-GAAP financial measures that remove the impact of certain non-cash and non-recurring costs. Management believes
that the use of such non-GAAP financial measures provides investors with additional useful information with respect to the impact of various
adjustments, which we view as a better measure of our operating performance. Refer to the attached table for the reconciliation of such
non-GAAP financial measures to the most comparable GAAP financial measure.
With respect to the Company’s Adjusted EBITDA outlook for the
first quarter and full year 2026, a quantitative reconciliation to the corresponding GAAP information cannot be provided without unreasonable
effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items
necessary for such reconciliation that have not yet occurred, are out of our control, or cannot be reasonably predicted, including but
not limited to warrant liabilities and stock based compensation. For the same reasons, the Company is unable to assess the probable significance
of the unavailable information, which could have a material impact on its future GAAP financial results.
Investor Contact:
Stacy Turnof, Edelman Smithfield
stacy.turnof@edelmansmithfield.com
917-362-2581
PURPLE INNOVATION, INC.
Condensed Consolidated Balance Sheets
(unaudited – in thousands, except for
par value)
| | |
March 31,
2026 | | |
December 31,
2025 | |
| Assets | |
| | |
| |
| Current assets: | |
| | |
| |
| Cash and cash equivalents | |
$ | 24,955 | | |
$ | 24,345 | |
| Accounts receivable, net | |
| 21,143 | | |
| 41,272 | |
| Inventories | |
| 58,088 | | |
| 59,725 | |
| Prepaid expenses | |
| 5,829 | | |
| 5,487 | |
| Other current assets | |
| 5,562 | | |
| 5,891 | |
| Total current assets | |
| 115,577 | | |
| 136,720 | |
| Property and equipment, net | |
| 75,833 | | |
| 77,961 | |
| Operating lease right-of-use assets | |
| 67,085 | | |
| 67,271 | |
| Intangible assets, net | |
| 6,152 | | |
| 6,346 | |
| Other long-term assets | |
| 7,340 | | |
| 7,961 | |
| Total assets | |
$ | 271,987 | | |
$ | 296,259 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 41,992 | | |
$ | 40,312 | |
| Accrued compensation | |
| 5,913 | | |
| 7,673 | |
| Customer prepayments | |
| 4,738 | | |
| 5,276 | |
| Accrued rebates and allowances | |
| 8,573 | | |
| 13,416 | |
| Accrued warranty liabilities – current portion | |
| 7,498 | | |
| 7,141 | |
| Operating lease obligations – current portion | |
| 16,902 | | |
| 17,366 | |
| Other current liabilities | |
| 7,597 | | |
| 10,339 | |
| Total current liabilities | |
| 93,213 | | |
| 101,523 | |
| Related party debt | |
| 119,199 | | |
| 111,305 | |
| Accrued warranty liabilities, net of current portion | |
| 19,981 | | |
| 19,570 | |
| Operating lease obligations, net of current portion | |
| 74,997 | | |
| 75,616 | |
| Warrant liabilities | |
| 23,108 | | |
| 16,150 | |
| Other long-term liabilities | |
| 1,629 | | |
| 1,764 | |
| Total liabilities | |
| 332,127 | | |
| 325,928 | |
| Commitments and contingencies | |
| | | |
| | |
| Stockholders’ equity (deficit): | |
| | | |
| | |
| Class A common stock; $0.0001 par value, 210,000 shares authorized; 108,634 issued and outstanding at March 31, 2026 and 108,246 issued and outstanding at December 31, 2025 | |
| 11 | | |
| 11 | |
| Class B common stock; $0.0001 par value, 90,000 shares authorized; 163 issued and outstanding at March 31, 2026 and at December 31, 2025 | |
| — | | |
| — | |
| Additional paid-in capital | |
| 595,687 | | |
| 595,582 | |
| Accumulated deficit | |
| (655,821 | ) | |
| (625,280 | ) |
| Total stockholders’ equity (deficit) attributable to Purple Innovation, Inc. | |
| (60,123 | ) | |
| (29,687 | ) |
| Noncontrolling interest | |
| (17 | ) | |
| 18 | |
| Total stockholders’ equity (deficit) | |
| (60,140 | ) | |
| (29,669 | ) |
| Total liabilities and stockholders’ equity (deficit) | |
$ | 271,987 | | |
$ | 296,259 | |
PURPLE INNOVATION, INC.
Condensed Consolidated Statements of Operations
(unaudited – in thousands, except per
share amounts)
| | |
Three Months Ended
March 31, | |
| | |
2026 | | |
2025 | |
| Revenues, net | |
$ | 95,730 | | |
$ | 104,171 | |
| Cost of revenues: | |
| | | |
| | |
| Cost of revenues | |
| 60,535 | | |
| 62,207 | |
| Cost of revenues - restructuring related charges | |
| — | | |
| 918 | |
| Total cost of revenues | |
| 60,535 | | |
| 63,125 | |
| Gross profit | |
| 35,195 | | |
| 41,046 | |
| Operating expenses: | |
| | | |
| | |
| Marketing and sales | |
| 31,557 | | |
| 36,626 | |
| General and administrative | |
| 18,033 | | |
| 14,487 | |
| Research and development | |
| 2,448 | | |
| 2,452 | |
| Restructuring, impairment and other related charges | |
| — | | |
| 1,960 | |
| Total operating expenses | |
| 52,038 | | |
| 55,525 | |
| Operating loss | |
| (16,843 | ) | |
| (14,479 | ) |
| Other income (expense): | |
| | | |
| | |
| Interest expense | |
| (8,219 | ) | |
| (4,764 | ) |
| Other income, net | |
| 1,491 | | |
| 69 | |
| Change in fair value – warrant liabilities | |
| (6,958 | ) | |
| 49 | |
| Total other expense, net | |
| (13,686 | ) | |
| (4,646 | ) |
| Net loss before income taxes | |
| (30,529 | ) | |
| (19,125 | ) |
| Income tax expense | |
| (47 | ) | |
| (41 | ) |
| Net loss | |
| (30,576 | ) | |
| (19,166 | ) |
| Net loss attributable to noncontrolling interest | |
| (35 | ) | |
| (29 | ) |
| Net loss attributable to Purple Innovation, Inc. | |
$ | (30,541 | ) | |
$ | (19,137 | ) |
| | |
| | | |
| | |
| Net loss per share: | |
| | | |
| | |
| Basic | |
$ | (0.28 | ) | |
$ | (0.18 | ) |
| Diluted | |
$ | (0.28 | ) | |
$ | (0.18 | ) |
| | |
| | | |
| | |
| Weighted average common shares outstanding: | |
| | | |
| | |
| Basic | |
| 108,386 | | |
| 107,596 | |
| Diluted | |
| 108,386 | | |
| 107,596 | |
PURPLE INNOVATION, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited – in thousands)
| | |
Three Months Ended
March 31, | |
| | |
2026 | | |
2025 | |
| Cash flows from operating activities: | |
| | |
| |
| Net loss | |
$ | (30,576 | ) | |
$ | (19,166 | ) |
| | |
| | | |
| | |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Depreciation and amortization | |
| 4,427 | | |
| 5,050 | |
| Non-cash interest | |
| 3,736 | | |
| 2,120 | |
| Paid-in-kind interest | |
| 4,504 | | |
| 2,789 | |
| Non-cash restructuring, impairment and other related charges | |
| — | | |
| 635 | |
| Loss on disposal of property and equipment | |
| 66 | | |
| 88 | |
| Change in fair value – warrant liabilities | |
| 6,958 | | |
| (49 | ) |
| Stock-based compensation | |
| 156 | | |
| 368 | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| 20,129 | | |
| 8,669 | |
| Inventories | |
| 1,637 | | |
| (3,314 | ) |
| Prepaid expenses and other assets | |
| 789 | | |
| 2,229 | |
| Operating leases, net | |
| (897 | ) | |
| (848 | ) |
| Accounts payable | |
| 1,377 | | |
| (9,701 | ) |
| Accrued compensation | |
| (1,760 | ) | |
| (1,970 | ) |
| Customer prepayments | |
| (538 | ) | |
| (2,685 | ) |
| Accrued rebates and allowances | |
| (4,843 | ) | |
| (3,854 | ) |
| Accrued warranty liabilities | |
| 768 | | |
| (487 | ) |
| Other accrued liabilities | |
| (2,944 | ) | |
| (2,944 | ) |
| Net cash provided by (used in) operating activities | |
| 2,989 | | |
| (23,070 | ) |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| | | |
| | |
| Sale of property and equipment | |
| — | | |
| 258 | |
| Purchase of property and equipment | |
| (1,612 | ) | |
| (2,241 | ) |
| Investment in intangible assets | |
| (421 | ) | |
| (161 | ) |
| Net cash used in investing activities | |
| (2,033 | ) | |
| (2,144 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Proceeds from related party loan | |
| — | | |
| 19,000 | |
| Payments for debt issuance costs | |
| (346 | ) | |
| (1,170 | ) |
| Net cash provided by (used in) financing activities | |
| (346 | ) | |
| 17,830 | |
| | |
| | | |
| | |
| Net increase (decrease) in cash and cash equivalents | |
| 610 | | |
| (7,384 | ) |
| Cash and cash equivalents, beginning of the year | |
| 24,345 | | |
| 29,011 | |
| Cash and cash equivalents, end of the period | |
$ | 24,955 | | |
$ | 21,627 | |
PURPLE INNOVATION, INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In thousands)
Management believes that the use of the following
non-GAAP financial measures provides investors with additional useful information with respect to the impact of various adjustments, which
we view as a better measure of our operating performance. These non-GAAP financial measures are EBITDA, adjusted EBITDA, adjusted gross
profit, adjusted operating expenses, adjusted net loss and adjusted net loss per diluted share. Other companies may calculate these non-GAAP
measures differently than we do. These non-GAAP measures have limitations as analytical tools, and you should not consider them in isolation
or as a substitute for our financial results prepared in accordance with GAAP.
Reconciliation of GAAP Net Income (Loss) to
Non-GAAP EBITDA and Adjusted EBITDA
A reconciliation of GAAP net income (loss) to
the non-GAAP measures of EBITDA and adjusted EBITDA is provided below. EBITDA represents net income (loss) before interest expense, income
tax expense, other income, net, and depreciation and amortization. Adjusted EBITDA represents EBITDA excluding costs incurred due to changes
in the fair value of the warrant liability, stock-based compensation expense, restructuring related expenses, nonrecurring legal fees,
strategic alternative costs, severance cost and showroom opening and closing costs. We believe EBITDA and Adjusted EBITDA provide
additional useful information with respect to the impact of various adjustments and provide meaningful measures of our operating performance.
| | |
Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| GAAP net loss | |
$ | (30,576 | ) | |
| (19,166 | ) |
| Interest expense | |
| 8,219 | | |
| 4,764 | |
| Income tax expense | |
| 47 | | |
| 41 | |
| Other income, net | |
| (229 | ) | |
| (69 | ) |
| Depreciation and amortization | |
| 4,427 | | |
| 5,050 | |
| EBITDA | |
| (18,112 | ) | |
| (9,380 | ) |
| Adjustments: | |
| | | |
| | |
| Change in fair value - warrant liability | |
| 6,958 | | |
| (49 | ) |
| Stock-based compensation expense | |
| 156 | | |
| 406 | |
| Restructuring related charges | |
| — | | |
| 2,648 | |
| Non-recurring legal fees | |
| — | | |
| 233 | |
| Strategic alternative costs | |
| 4,324 | | |
| 174 | |
| Severance costs | |
| 1,890 | | |
| 1,209 | |
| Showroom opening and closing costs | |
| — | | |
| 33 | |
| Adjusted EBITDA | |
| (4,784 | ) | |
| (4,726 | ) |
Reconciliation of GAAP Net Loss to non-GAAP Adjusted Net Loss and
Adjusted Net Loss per Diluted Share
Our presentation of adjusted net loss assumes
that all net loss is attributable to Purple Innovation, Inc. (i.e. there is no allocation of net loss to noncontrolling interests), which
assumes the full exchange at the beginning of the period of all outstanding Paired Securities for shares of Class A common stock of Purple
Innovation, Inc., adjusted for certain nonrecurring items that we do not believe directly reflect our core operations. Adjusted net loss
per share, diluted, is calculated by dividing adjusted net loss by the total shares of Class A common stock outstanding plus any dilutive
warrants, options and restricted stock as calculated in accordance with GAAP and assuming the full exchange of all outstanding Paired
Securities as of the beginning of each period presented. Adjusted net loss and adjusted net loss per diluted share, are supplemental measures
of operating performance that do not represent, and should not be considered, alternatives to net loss and earnings per share, as calculated
in accordance with GAAP. We believe adjusted net loss and adjusted net loss per diluted share, supplement GAAP measures and enable us
to more effectively evaluate our performance period-over-period. A reconciliation of net loss, the most directly comparable GAAP measure,
to adjusted net loss and the computation of adjusted net loss per diluted share, are set forth below:
| (in thousands, except per share amounts) | |
Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| Net loss | |
$ | (30,576 | ) | |
$ | (19,166 | ) |
| Income tax expense, as reported | |
| 47 | | |
| 41 | |
| Revenue reduction due to SGI contract | |
| 941 | | |
| — | |
| Change in fair value – warrant liabilities | |
| 6,958 | | |
| (49 | ) |
| Restructuring related charges | |
| — | | |
| 2,878 | |
| Strategic alternative costs | |
| 4,324 | | |
| 174 | |
| Adjusted net loss before income taxes | |
| (18,306 | ) | |
| (16,122 | ) |
| Adjusted income tax benefit(1) | |
| 4,741 | | |
| 4,176 | |
| Adjusted net loss | |
$ | (13,565 | ) | |
$ | (11,946 | ) |
| | |
| | | |
| | |
| Adjusted net loss per share, diluted | |
$ | (0.13 | ) | |
$ | (0.11 | ) |
| | |
| | | |
| | |
| Adjusted weighted-average shares outstanding, diluted(2) | |
| 108,549 | | |
| 107,761 | |
(1) Represents the estimated effective tax rate
of 25.9% for the three months ended March 31, 2026 and 2025, applied to adjusted net income before income taxes. The estimated effective
tax rates are what the Company would be subject to and consist of the combined federal statutory tax rate and the Company’s blended
state tax rates.
(2) Assumes options and restricted stock units
calculated in accordance with GAAP and the full exchange of all outstanding Paired Securities for shares of Class A common stock as of
the beginning of the period.
A reconciliation of net income (loss) per share,
diluted, to adjusted net loss per diluted share is set forth below for the three months ended March 31, 2026 and 2025:
| | |
For the Three Months Ended | |
| (in thousands, except per share amounts) | |
March 31, 2026 | | |
March 31, 2025 | |
| | |
Net Loss | | |
Weighted Average
Shares,
Diluted | | |
Net Income per Share, Diluted | | |
Net Loss | | |
Weighted Average
Shares,
Diluted | | |
Net Income per Share, Diluted | |
| Net loss attributable to Purple Innovation Inc.(1) | |
$ | (30,541 | ) | |
| 108,386 | | |
| (0.28 | ) | |
$ | (19,137 | ) | |
| 107,596 | | |
$ | (0.18 | ) |
| Assumed exchange of shares(2) | |
| (35 | ) | |
| 163 | | |
| | | |
| (29 | ) | |
| 165 | | |
| | |
| Net loss | |
| (30,576 | ) | |
| | | |
| | | |
| (19,166 | ) | |
| | | |
| | |
| Adjustments to arrive at adjusted loss before taxes(3) | |
| 12,270 | | |
| | | |
| | | |
| 3,044 | | |
| | | |
| | |
| Adjusted loss before taxes | |
| (18,306 | ) | |
| | | |
| | | |
| (16,122 | ) | |
| | | |
| | |
| Adjusted income tax benefit(4) | |
| 4,741 | | |
| | | |
| | | |
| 4,176 | | |
| | | |
| | |
| Adjusted net loss | |
$ | (13,565 | ) | |
| 108,549 | | |
| (0.13 | ) | |
$ | (11,946 | ) | |
| 107,761 | | |
$ | (0.11 | ) |
(1) Represents net loss attributable to Purple
Innovation, Inc. and the associated weighted average diluted shares, of Class A common stock outstanding.
(2) Assumes the full exchange of all outstanding
Paired Securities for shares of Class A common stock as of the beginning of the period. Also assumes the addition of net income attributable
to noncontrolling interests corresponding with the assumed exchange of the Paired Securities for shares of Class A common stock.
(3) Represents the total impact of all adjustments
identified in the adjusted net income table above to arrive at adjusted income before income taxes. Also assumes the dilutive warrants,
options and restricted stock as calculated in accordance with GAAP.
(4) Represents the estimated effective tax rate
of 25.9% for the three months ended March 31, 2026 and 2025, applied to adjusted net income before income taxes. The estimated effective
tax rates are what the Company would be subject to and consist of the combined federal statutory tax rate and the Company’s blended
state tax rates assuming no valuation allowance.
Exhibit 99.2
Purple Innovation Announces CFO Transition
Robert (Bob) Lucian, Former La-Z-Boy CFO, Appointed
Chief Financial Officer
Todd Vogensen to Depart Effective May 1, 2026
Lehi, Utah, April 28, 2026 – Purple Innovation, Inc.
(NASDAQ: PRPL) (“Purple”), a comfort innovation company whose mattresses promise to give you “less pain, better sleep,”
today announced that Chief Financial Officer Todd Vogensen will depart the Company effective May 1, 2026, to pursue another opportunity.
The Company also announced the appointment of Robert (Bob) Lucian, a seasoned public company finance executive and former Chief Financial
Officer of La-Z-Boy Incorporated, as Chief Financial Officer, effective April 27, 2026.
“We are pleased to welcome Bob to Purple,” said Rob DeMartini,
CEO of Purple Innovation. “We’ve recruited a highly accomplished CFO with direct experience in our market dynamics to lead
the company’s next chapter. Bob brings decades of financial and operational leadership across branded consumer businesses, including
deep experience in retail and manufacturing, and a proven track record of driving operational discipline, strengthening financial performance
and leading transformation. We are confident he will play a key role as we continue to execute our strategy and drive long-term value
creation.”
“Todd has decided to leave Purple to pursue a opportunity closer
to home, where he will support transaction readiness at a private company. We’re grateful for his leadership and contributions over
the past two and a half years. We wish him continued success. Importantly, we believe this transition positions us exceptionally well
as we execute on our financial improvement plan.”
Lucian most recently served as Chief Financial Officer of La-Z-Boy
Incorporated, where he led the company’s finance organization and helped shape its long-term strategic direction. During his tenure,
he contributed to the development of a multi-year strategic plan and supported meaningful growth across the business, including expansion
of the company-owned retail footprint and improved profitability.
Prior to La-Z-Boy, Lucian was CFO of Coty’s North America Professional
Beauty, where he was responsible for integrating P&G’s Professional Hair Care business into Coty’s Professional Nail Care
business and turning around both businesses to profitable growth after Coty acquired P&G’s Specialty Beauty businesses in 2016.
He also spent more than three decades at Procter & Gamble in a variety of leadership positions spanning multiple business units, corporate
finance, new business development, and global supply chain finance. Lucian earned a Bachelor of Science in Chemical Engineering from the
University of Notre Dame and holds a Master of Business Administration with a concentration in finance and international business from
the University of Cincinnati.
“I am excited to join Purple at this important time in its evolution,”
said Lucian. “The Company has a strong brand, differentiated products, and meaningful opportunities ahead. I look forward to working
with the team to execute against these opportunities and build on this foundation and drive sustainable growth and value for shareholders.”
About Purple
Purple exists to help people get the best sleep of their lives —
by reducing pain, deepening sleep, and unlocking the potential for brighter dawns and better days. At the center of that mission is our
signature innovation, the GelFlex Grid®. Originally developed in medical settings to support the body in its most vulnerable moments,
the GelFlex Grid delivers a one-of-a-kind combination of pressure relief, alignment, and temperature balance that helps people fall asleep
easier, stay asleep longer, and wake up with less pain.
That same comfort technology extends beyond mattresses into pillows,
bedding, and cushions designed to make everyday life feel a little lighter and a lot more comfortable. Because when pain eases and sleep
improves, everything else gets better too — your energy, your outlook, and your ability to show up for the moments that matter.
Less pain. Better sleep.
Learn more at www.purple.com
Investor
Contact:
Stacy Turnof, Edelman Smithfield
stacy.turnof@edelmansmithfield.com
917-362-2581