Proxy Results Form 8 K

ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

The information set forth in Item 5.03 is incorporated into this Item 3.03 by reference.

On October 15, 2024, at Purple Innovation, Inc.'s (the "Company") Special Meeting of Stockholders, the Company's stockholders ratified the Company's Stockholder Rights Agreement, as filed with the Securities and Exchange Commission on June 28, 2024 (the "NOL Rights Plan"). Our board of directors previously approved the NOL Rights Plan and recommended it to the stockholders for ratification in order to deter certain acquisitions of shares of the Company's common stock that could result in an "ownership change" as defined under Section 382 of the Internal Revenue Code of 1986, as amended, which could substantially limit our ability to use our current net operating loss carryforwards to reduce our anticipated future tax liability. Generally, an acquisition resulting in beneficial ownership of greater than 4.9% of the Company's common stock (or, for stockholders who already own greater than 4.9%, one-half of one percentage point greater than their current ownership) will trigger the NOL Rights Plan and the preferred share purchase rights attached to each share of the Company's common stock will become exercisable, subjecting any acquirer in excess of the above threshold to significant dilution. The foregoing description of the NOL Rights Plan and preferred share purchase rights does not purport to be complete and is qualified in its entirety by reference to the NOL Rights Plan, which was filed as Exhibit 4.1 to the Company's Current Report filed June 28, 2024.