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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
October 11, 2025
Date of Report (Date of earliest event reported)
Lulu’s Fashion Lounge Holdings, Inc.
(Exact name of Registrant as Specified in its Charter)
Delaware |
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001-41059 |
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20-8442468 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
195 Humboldt Avenue
Chico, California 95928
(Address of Principal Executive Offices) (Zip Code)
(530) 343-3545
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
Common Stock, par value $0.001 per share |
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LVLU |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Fractional Chief Financial Officer
On October 11, 2025, the Board of Directors of Lulu's Fashion Lounge Holdings, Inc. (the “Company”) appointed Heidi Crane as its fractional Chief Financial Officer (“Fractional CFO”), effective October 13, 2025.
Ms. Crane, 64, has served as Chief Financial Officer for a wide range of direct-to-consumer businesses backed by private equity and venture capital firms since 2008. From August 2022 to May 2025, she was Chief Financial Officer of Hykso Inc. (d/b/a FightCamp), a connected fitness company, and served in a similar capacity for BH Cosmetics from November 2018 to November 2021. Previously, Ms. Crane served as Chief Financial Officer of Techstyle Fashion Group, owners of fashion brands Fabletics and Justfab. Her early career included various finance roles at Diageo PLC, Dole Food Company and Ernst & Young, where she earned her C.P.A license. Ms. Crane holds an M.B.A. from University of California, Los Angeles Anderson School of Management and a B.S. in Business Administration from California State University, Long Beach.
Ms. Crane has been, and will remain, employed by Business Talent Group, LLC (“BTG”) and will be providing her services pursuant to the Consulting Project Details #2 to the Master Consulting Services Agreement between the Company and BTG (the “Consulting Project Details Agreement”). The material terms of the engagement are that the Company will pay BTG $170,000 for the services rendered by Ms. Crane from October 13, 2025 until the conclusion of Milestone 1 (which is expected to conclude on or about January 22, 2026 and may be extended upon mutual agreement by the Company and BTG), payable in two installments of $85,000.
Effective October 13, 2025, Crystal Landsem is no longer serving as Interim Chief Financial Officer, but will continue to serve as Chief Executive Officer. Ms. Landsem will also continue to serve as the Company’s principal financial officer and principal accounting officer through the filing of the Company's Form 10-Q for the third quarter ended September 28, 2025 with the Securities and Exchange Commission.
Except as set forth above, there are no arrangements or understandings between Ms. Crane and any other person pursuant to which Ms. Crane was appointed to serve as Fractional CFO of the Company. Ms. Crane has no family relationships required to be disclosed pursuant to Item 401(d) of Regulation S-K. There are no related party transactions between the Company and Ms. Crane which would require disclosure under Item 404 of Regulation S-K.
The foregoing description of the Consulting Project Details Agreement is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 14, 2025, the Company issued a press release announcing the appointment of Ms. Crane as the Company's Fractional CFO, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained or incorporated in this Item 7.01 of this Current Report 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 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 a filing.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed herewith:
Exhibit Number |
Description |
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10.1 |
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99.1 |
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Press release issued by Lulu's Fashion Lounge Holdings, Inc. dated October 14, 2025. |
104 |
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Cover Page Interactive Data File (formatted as inline XBRL). |
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* |
Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv) because they are both (i) not material to investors and (ii) the type of information that the Company customarily and actually treats as private or confidential, and have been marked with ‘‘[***]’’ to indicate where omissions have been made. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Lulu’s Fashion Lounge Holdings, Inc. |
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Date: October 14, 2025 |
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By: |
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/s/ Crystal Landsem |
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Crystal Landsem |
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Chief Executive Officer |
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EXHIBIT 10.1
CONSULTING PROJECT DETAILS #2
This exhibit (“CPD”) attaches to and forms part of the Master Consulting Services Agreement, dated June 11, 2024, between Business Talent Group, LLC (“BTG”) and Lulu’s Fashion Lounge, LLC (“Client”) (the “Agreement”).
Independent Consultant:
Heidi Crane (“Consultant”)
Project Description:
Consultant shall provide financial guidance and recommendations to Client via Project milestones. Milestone 1 shall be completed in approximately 60 working days, and will be delivered on or about January 22, 2026. During Milestone 1, Consultant shall be designated as Client’s and its affiliates’ (including its public company entity, Lulu’s Fashion Lounge Holdings, Inc.) “fractional Chief Financial Officer.” Key activities and deliverables of Milestone 1 include:
[***].
Consultant is responsible for completing the Project deliverables and services above. Consultant’s role is limited to providing consulting advice and Project recommendations based on Client’s stated goals and scope of services. Consultant is an independent professional and not an employee of Client. During Milestone 1, Consultant shall be designated as Client’s and its affiliates’ (including its public company entity, Lulu’s Fashion Lounge Holdings, Inc.) “fractional Chief Financial Officer.” All decisions regarding the implementation, use, or reliance upon Consultant’s advice, deliverables, or recommendations shall be made solely by Client, and Client retains full responsibility and liability for such decisions. Client is under no obligation to follow any advice or recommendations provided by Consultant.
During Consultant’s engagement, Client will cause Consultant to be covered by Client’s Directors and Officers insurance policy. During Consultant’s engagement, Consultant shall not provide services for any competitor of Client.
Following the engagement, Consultant agrees to provide Client with any necessary information required to be disclosed regarding the fractional CFO’s services or compensation in Client’s FY2025 10-K or Proxy Statement.
Assumptions:
Delivery of the Project scope described above is subject to the following assumptions:
| ● | Consultant’s timely delivery of deliverable(s) associated with the Project is dependent on timely access to relevant Client data and documentation, including any similar work completed for prior periods |
| ● | Client shall ensure team members, internal and external stakeholders and resources are available to Consultant as reasonably necessary, including full support of the controller, head of FPA and any other key team members who participated in the completion of similar work previously. |
| ● | Client shall provide timely review of all deliverables. |
| ● | Client shall provide Consultant with access to internal tools and systems necessary to complete the Project. |
| ● | Client shall provide a Client laptop and Lulus email address to Consultant for use during the course of the engagement. At the end of the engagement, Consultant shall return all Client equipment to Client. |
Project Timeline:
It is expected that this Project will begin on October 13, 2025 and last until January 22, 2026. The Project may be extended as mutually agreed with Client.
Consultant and Client will mutually agree on Project logistics (schedules, travel itineraries, locations, general project logistics), taking into account Client’s and Consultant’s schedules, policies, and practices.
Acceptance:
Client shall evaluate each Milestone and associated services and deliverables within ten (10) days of delivery (the “Acceptance Period”). If, during the Acceptance Period, Client reasonably determines that all or part of a Milestone and its associated services and deliverables do not materially conform to the specifications of this CPD and the Agreement, Client shall notify BTG via email and BTG and Consultant shall use commercially reasonable efforts to correct such nonconformities. If Client does not provide email notice to BTG of Milestone rejection within the applicable Acceptance Period, the Milestone and associated services and deliverables will be deemed accepted.
Fees:
Client shall pay to BTG $170,000 for the Milestone 1 described above.
Client shall reimburse BTG for Consultant’s reasonable out-of-pocket expenses in accordance with Client’s travel policy upon submittal of proper documentation.
BTG will invoice Client: i. for $85,000 on or about January 5, 2026 and ii. for $85,000 after Project conclusion on or about January 23, 2026. Client shall pay all invoices within thirty (30) days of invoice date.
Additional Terms:
Notwithstanding anything to the contrary in Section 3.b. of the Agreement:
| i. | If Client hires Consultant Heidi Crane as an employee, Client shall pay BTG an employee hire fee equal to: [***]. |
| ii. | [***]. |
| iii. | For the avoidance of doubt, the terms of Section 3.b. of the Agreement shall continue to apply without the modification above for any other Consultant. |
[signature page follows]
ACCEPTED AND AGREED: |
ACCEPTED AND AGREED: |
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Business Talent Group, LLC |
Lulu’s Fashion Lounge, LLC |
Signature: /s/ Amber Marrow-Jones |
Signature: /s/ Crystal Landsem |
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Name: Amber Marrow-Jones |
Name: Crystal Landsem |
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Title: Sr. Contracts Manager |
Title: Chief Executive Officer |
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Date: 10/10/2025 |
Date: 10/11/2025 |
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EXHIBIT 99.1
Lulus Appoints Heidi Crane as Fractional Chief Financial Officer
CHICO, Calif., October 14, 2025 - Lulu’s Fashion Lounge Holdings, Inc. (“Lulus” or the “Company”) (Nasdaq: LVLU) today announced the appointment of Heidi Crane as its fractional Chief Financial Officer (“Fractional CFO”), effective yesterday, October 13, 2025. Ms. Crane will lead the Company's financial strategy with a focus on accelerating growth momentum, improving operational efficiencies and driving long-term shareholder value.
“We’re thrilled to welcome Heidi to the Lulus team. Heidi’s extensive experience and knowledge leading financial strategy for high-growth, consumer-focused companies will be instrumental as we continue to execute against our financial and strategic initiatives, and work towards achieving long-term, sustainable growth,” said Crystal Landsem, CEO of Lulus.
“I’m excited to join Lulus at a pivotal moment in its journey,” said Ms. Crane, Fractional CFO of Lulus. “Lulus is an incredible brand with significant runway ahead, and I look forward to working alongside the leadership team to position the business for long-term growth and value-creation.”
With over 17 years of CFO experience across private equity and venture-backed consumer brands, Ms. Crane brings deep financial expertise in scaling direct-to-consumer businesses. She has led finance teams at FightCamp, BH Cosmetics, and Techstyle Fashion Group, and previously held roles at Diageo PLC, Dole Food Company, and Ernst & Young, where she earned her C.P.A. License. Ms. Crane holds an M.B.A. from University of California, Los Angeles Anderson School of Management and a B.S. in Business Administration from California State University, Long Beach.
About Lulus
Headquartered in California and serving millions of customers worldwide, Lulus is an attainable luxury fashion brand for women, offering modern, unapologetically feminine designs at accessible prices for every occasion. Our aim is to make every woman feel confident and celebrated, supporting her for all of life’s occasions, big or small – from work desk to dream date, cozying up on the couch to the spotlight of her wedding day. Founded in 1996, Lulus delivers fresh styles to consumers daily, using direct consumer feedback and insights to refine product offerings and elevate the customer experience. Lulus’ world class personal stylists, bridal concierge, and customer care team share an unwavering commitment to elevating style and quality and bring exceptional customer service and personalized shopping to customers around the world. Follow @lulus on Instagram and @lulus on TikTok. Lulus is a registered trademark of Lulu’s Fashion Lounge, LLC. All rights reserved.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company’s financial strategy. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause Lulus’ actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the risk factors discussed in Part I, Item 1A, “Risk Factors” in Lulus’ Annual Report on Form 10-K for the fiscal year ended December 29, 2024, Part II, Item IA, “Risk Factors” in Lulus’ Quarterly Reports on Form 10-Q for the fiscal quarters ended March 30, 2025 and June 29, 2025, and our other filings with the Securities and Exchange Commission which could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While Lulus may elect to update such forward-looking statements at some point in the future, it disclaims any obligation to do so, except as required by law, even if subsequent events cause its views to change.
Contact
investors@lulus.com