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You should read the following discussion in conjunction with the Condensed Consolidated Financial Statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Information” below, “Item 1A. Risk Factors” in our Annual Report filed on Form 10-K for the year ended January 30, 2026 and “Part II, Item 1A Risk Factors” of this Quarterly Report on Form 10-Q, for a discussion of the uncertainties, risks and assumptions associated with these statements.
As used in this Quarterly Report on Form 10-Q, references to the “Company”, “Lands’ End”, “we”, “us”, “our” and similar terms refer to Lands’ End, Inc. and its subsidiaries. Our fiscal year ends on the Friday preceding the Saturday closest to January 31. Other terms that are commonly used in this Quarterly Report on Form 10-Q are defined as follows:
•ABL Facility – Asset-based senior secured credit agreement, providing for a revolving facility, dated as of November 16, 2017, with Wells Fargo Bank, N.A. and certain other lenders, as amended to date
•Adjusted EBITDA – Net income (loss) appearing on the Condensed Consolidated Statements of Operations net of Income tax expense/(benefit), Interest expense, Depreciation and amortization and other significant items
•Adjusted net income (loss) – Net income (loss) appearing on the Condensed Consolidated Statements of Operations excluding significant non-recurring or non-operational items. Adjusted net income (loss) is also presented on a diluted per share basis
•Company Operated stores – Lands’ End retail stores in the Retail distribution channel
•Debt Facilities – Collectively, the Term Loan Facility and ABL Facility
•First Quarter 2026 – The 13 weeks ended May 1, 2026
•First Quarter 2025 – The 13 weeks ended May 2, 2025
•Fiscal 2036 – The 52 weeks ending January 30, 2036
•Fiscal 2026 – The 52 weeks ending January 29, 2027
•Fiscal 2025 – The 52 weeks ended January 30, 2026
•Fiscal 2024 – The 52 weeks ended January 31, 2025
•GAAP – Accounting principles generally accepted in the United States
•JV – Joint venture with WHP Global in which the Company owns 50% of the joint venture entity, LE Topco, LLC
•SOFR – Secured Overnight Funding Rate
•Term Loan Facility – Term loan credit agreement, dated as of December 29, 2023, among the Company, Blue Torch Capital, as Administrative Agent and Collateral Agent, and the lenders party thereto
•WHP Global – WH Topco, L.P. (d/b/a WHP Global)
•WHP Transaction – The transaction which, (i) the Company contributed all of its intellectual property and related assets associated with the “Lands’ End” brand, including all of the license agreements entered into in connection with Lands’ End’s licensing business (the “Contributed Assets”) to LE Topco, LLC (the “JV”) a newly formed Delaware limited liability company and wholly owned subsidiary and (ii) immediately thereafter, the Company sold a 50% controlling ownership stake in the JV to WHP Global
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•Year-to-Date 2026 – The 13 weeks ended May 1, 2026
•Year-to-Date 2025 – The 13 weeks ended May 2, 2025
Executive Overview
Description of the Company
Lands’ End is a leading digital retailer of solution-based apparel, swimwear, outerwear, accessories, footwear, home products and uniforms. We offer products online at www.landsend.com, through third-party distribution channels and our own Company Operated stores. We also offer products to businesses and schools, for their employees and students, through the Outfitters distribution channel. We are a classic American lifestyle brand that creates solutions for life’s every journey.
Lands’ End was founded in 1963 by Gary Comer and his partners to sell sailboat hardware and equipment by catalog. While our product focus has shifted significantly over the years, we have continued to adhere to our founder’s motto as one of our guiding principles: “Take care of the customer, take care of the employee and the rest will take care of itself.”
We identify our operating segments according to how our business activities are managed and evaluated. Our operating segments consist of: U.S. eCommerce, Europe eCommerce, Outfitters, Third Party, Licensing and Retail.
We have determined that the U.S. eCommerce, Outfitters and Third Party operating segments share similar economic and other qualitative characteristics, and therefore, the results of these operating segments are aggregated into the U.S. Digital segment. The Europe eCommerce, Licensing and Retail operating segments are not quantitatively significant to be separately reported. See Note 13, Segment Reporting.
Distribution Channels
We identify six separate distribution channels for revenue reporting purposes:
•U.S. eCommerce offers products through our eCommerce website.
•Europe eCommerce offers products primarily direct to consumers located in Europe through eCommerce international websites as well as third-party marketplace websites.
•Outfitters sells uniform and logo apparel to businesses and their employees, as well as to student households through school relationships, located primarily in the U.S.
•Third Party sells products direct to consumers through third-party marketplace websites.
•Licensing earned royalties on the use of our trademark and any fulfillment fees for fulfillment services provided by us through the closing of the WHP Transaction. Effective April 1, 2026, the licensing segment earns fulfillment fees for fulfillment services provided by us.
•Retail sells products through the Company Operated stores, located in the U.S.
WHP Transaction
On January 26, 2026, we entered into a Membership Interest Purchase Agreement (“MIPA”) with WH Topco, L.P., a Delaware limited partnership doing business as WHP Global. On April 1, 2026 the MIPA and related transactions were closed and funded (the “Closing”), pursuant to which, (i) we contributed all of our intellectual property and related assets associated with the “Lands’ End” brand, including all of the license agreements entered into in connection with our licensing business (the “Contributed Assets”) to LE Topco, LLC (the “JV”) a newly formed Delaware limited liability company and wholly owned subsidiary and (ii) immediately thereafter, we sold a 50% controlling ownership stake in the JV to WHP Global for an aggregate purchase price of $300 million in cash, and contributed initial cash of $1.25 million to the JV.
In addition, on April 1, 2026, WHP Global completed a tender offer for $100 million of our shares at a price of $45.00 per share. As a result of the tender offer, WHP Global owns approximately 7.2% of our outstanding shares of common stock and is now considered a related party.
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At the Closing, we entered into a License Agreement, pursuant to which the JV granted a license to us to design, manufacture, sell and promote certain categories of products (including the types of products that we designed, manufactured and sold as of the date of the License Agreement) in certain channels and in certain jurisdictions, including the United States, Canada, the United Kingdom, Germany, Austria and France. The License Agreement is royalty-bearing and subject to a guaranteed minimum royalty (“GMR”) of $50,000,000 per year (calculated pro rata based on an amount of $50,000,000 for a twelve (12) month period for the first contract year) through the end of the contract year 11, will increase one percent per year for contract years 12-21, and will be $55,231,106 for each contract year thereafter, with different royalty rates due depending on the channel under which products are sold. The initial term of the License Agreement is 10 years following the conclusion of the first contract year, and the License Agreement automatically renews for up to 12 successive renewal terms of 7 years each, unless we provide notice of non-renewal at least 24 months prior to the end of the initial or applicable renewal term. The License Agreement is only terminable by the JV if we breach our obligation to make its required guaranteed minimum payments, or to make undisputed royalty payments, in each case subject to an opportunity to cure such non-payment within a certain period of time. Additionally, in certain WHP Global monetization events, such as a qualifying public listing or majority sale, we may have the right or obligation to exchange our interest in the JV for equity in WHP Global, at the same valuation multiple as the WHP Global monetization event.
We determined that the cash invested, along with the difference between our closing price of the common stock on the day of the closing of the transaction implied a fair value of the JV of $748.6 million. The carrying amount of the intellectual property assets was $257.0 million, previously classified as Asset Held for Sale as of January 30, 2026, resulting in a gain of $491.6 million included in Gain on WHP Transaction on the Condensed Consolidated Statements of Operations.
Macroeconomic Challenges
Macroeconomic issues which impact consumer discretionary spending, such as realized inflation-based price increases and high interest rates have continued to have an impact on our business. Apparel purchases historically have been influenced by domestic and global economic conditions, which may negatively impact customer demand and may require higher levels of promotion in order to attract and retain customers. Macroeconomic challenges may lead to increased cost of raw materials, packaging materials, labor, energy, fuel, debt and other inputs necessary for the production and distribution of our products. Moreover, uncertainty with respect to trade policy and tariffs, including increased tariffs applicable to countries where our vendors manufacture Lands’ End product, may result in an increase in the cost of our products.
In addition, conflict‑related disruptions in global energy markets and shipping lanes in early 2026 have contributed to heightened volatility in crude oil and refined‑product prices and interruptions to certain maritime routes, which may result in higher freight and delivery costs, carrier surcharges, longer transit times, and inventory delays.
Restructuring and Other Costs
We have incurred restructuring and other charges related to cost optimization of business operations and exploring strategic alternatives. During First Quarter 2026 and First Quarter 2025, we incurred ongoing costs related to exploring strategic alternatives to maximize shareholder value and we included those costs as part of restructuring and other. This process culminated in the WHP Transaction. Additionally, during First Quarter 2025, we reduced approximately 6% of corporate office positions and incurred restructuring charges, primarily severance and benefit and other related costs. The reductions in the corporate office positions were made to better align with the evolving needs of the business and to invest in key growth areas.
We incurred $23.3 million and $3.3 million of restructuring and other costs during the First Quarter 2026 and First Quarter 2025, respectively.
As of May 1, 2026, approximately $2.8 million of restructuring and other costs incurred had yet to be paid and are included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.
Basis of Presentation
The Condensed Consolidated Financial Statements include the accounts of Lands’ End, Inc. and its subsidiaries. We hold a 50% interest in the JV, which we account for under the equity method. All intercompany transactions and balances have been eliminated.
Seasonality
We experience seasonal fluctuations in our Net revenue and operating results and historically have realized a significant portion of our net revenue and earnings for the year during our fourth fiscal quarter. We generated approximately 34.0% of our net revenue in the fourth quarters of Fiscal 2025 and Fiscal 2024.
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Working capital requirements typically increase during the second and third quarters of the fiscal year as inventory builds to support peak selling periods and, accordingly, working capital requirements typically decrease during the fourth quarter of the fiscal year as inventory is sold. Cash provided by operating activities is typically higher in the fourth quarter of the fiscal year due to reduced working capital requirements during that period.
Results of Operations
The following tables set forth, for the periods indicated, selected income statement data, both in dollars and as a percentage of Net revenue:
13 Weeks Ended
(in thousands)
May 1, 2026
May 2, 2025
Net revenue
$
238,916
100.0
%
$
261,208
100.0
%
Cost of sales (exclusive of depreciation and amortization)
127,404
53.3
%
128,482
49.2
%
Gross profit
111,512
46.7
%
132,726
50.8
%
Selling and administrative
126,452
52.9
%
123,462
47.3
%
Depreciation and amortization
6,100
2.6
%
8,291
3.2
%
Other operating expense, net
23,068
9.7
%
3,343
1.3
%
Operating loss
(44,108
)
(18.5
)%
(2,370
)
(0.9
)%
Interest expense
5,514
2.3
%
9,265
3.5
%
Gain on WHP Transaction
(491,622
)
(205.8
)%
—
—
%
Loss on extinguishment of debt
9,172
3.8
%
—
—
%
Other expense (income), net
136
0.1
%
(11
)
(0.0
)%
Income (loss) before income taxes
432,692
181.1
%
(11,624
)
(4.5
)%
Income tax expense (benefit)
101,999
42.7
%
(3,362
)
(1.3
)%
NET INCOME (LOSS)
$
330,693
138.4
%
$
(8,262
)
(3.2
)%
Depreciation and amortization are not included in our cost of sales because we are a reseller of inventory and do not believe that including depreciation and amortization is meaningful. As a result, our gross margins may not be comparable to other entities that include depreciation and amortization related to the sale of their product in their gross margin measure.
Definitions, Reconciliations and Uses of Non-GAAP Financial Measures
In addition to our Net income (loss) determined in accordance with GAAP, for purposes of evaluating operating performance, we report the following non-GAAP measures: Adjusted net income (loss) and Adjusted EBITDA. Adjusted net income (loss) is also expressed on a diluted per share basis.
We believe presenting non-GAAP financial measures provides useful information to investors, allowing them to assess how the business performed excluding the effects of significant non-recurring or non-operational amounts. We believe the use of the non-GAAP financial measures facilitates comparing the results being reported against past and future results by eliminating amounts that we believe are not comparable between periods and assists investors in evaluating the effectiveness of our operations and underlying business trends in a manner that is consistent with management’s own methods for evaluating business performance.
Our management uses Adjusted net income (loss) and Adjusted EBITDA to evaluate the operating performance of our business for comparable periods and to discuss our business with our Board of Directors, institutional investors and other market participants. Adjusted EBITDA is also used as the basis for a performance measure used in executive incentive compensation.
The methods we use to calculate our non-GAAP financial measures may differ significantly from methods other companies use to compute similar measures. As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies. Adjusted net income (loss) and Adjusted EBITDA should not be used by investors or other third
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parties as the sole basis for formulating investment decisions as these measures may exclude a number of important cash and non-cash recurring items.
Adjusted net income (loss) is defined as net income (loss) excluding significant non-recurring or non-operational items as set forth below. Adjusted net income (loss) is also presented on a diluted per share basis. While Adjusted net income (loss) is a non-GAAP measurement, management believes that it is an important indicator of operating performance and useful to investors.
•Other significant non-recurring or non-operational items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of results and are described below:
•Corporate restructuring and other – composed of costs related to the strategic alternative exploration as well as severance and benefit costs for the 13 weeks ended May 1, 2026 and May 2, 2025.
•Loss on extinguishment of debt – prepayment premium associated with the repayment of the Term Loan Facility before the scheduled maturity date and the write off of related unamortized debt issuance costs of the Term Loan Facility for the 13 weeks ended May 1, 2026.
•Unmitigated tariff costs – unmitigated incremental product costs, net of the impact of vendor negotiations, incurred pursuant to International Emergency Economic Powers Act (“IEEPA”) tariffs that were subsequently ruled unlawful by the Supreme Court of the United States on February 20, 2026 for the 13 weeks ended May 1, 2026.
•JV intangible asset amortization – Lands’ End’s proportionate share of intangible asset amortization expense recorded within the JV’s financial results for the 13 weeks ended May 1, 2026.
•Exit costs – charges associated to exit kids and footwear lines of business including inventory excess and obsolescence reserves, inventory discounts and operational charges recorded in the 13 weeks ended May 2, 2025 in conjunction with our licensing arrangements commencing in Fiscal 2024.
•Gain on WHP Transaction – Gain recognized in conjunction with the transfer of the Lands’ End intellectual property to the JV, and immediately thereafter, sale of a 50% controlling ownership stake in the JV to WHP Global for the 13 weeks ended May 1, 2026.
The following table sets forth, for the periods indicated, a reconciliation of Net income (loss) to Adjusted net income (loss) and Adjusted diluted earnings (loss) per share:
Unaudited
13 Weeks Ended
(in thousands, except per share amounts)
May 1, 2026
May 2, 2025
Net income (loss)
$
330,693
$
(8,262
)
Corporate restructuring and other
23,290
3,332
Loss on extinguishment of debt
9,172
—
Unmitigated tariff costs
6,800
—
JV intangible asset amortization
1,697
—
Exit Costs
—
257
Gain on WHP Transaction
(491,622
)
—
Tax effects on adjustments (1)
116,460
(746
)
ADJUSTED NET LOSS
$
(3,510
)
$
(5,419
)
ADJUSTED DILUTED LOSS PER SHARE
$
(0.11
)
$
(0.18
)
Diluted weighted average common shares outstanding
31,324
30,867
(1)The tax impact of adjustments is calculated at the applicable U.S. and non-U.S. Federal and State statutory rates.
While Adjusted EBITDA is a non-GAAP measurement, management believes that it is an important indicator of operating performance, and is useful to investors, because EBITDA excludes the effects of financings, investing activities and tax structure by eliminating the effects of interest, depreciation and income tax.
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•Other significant items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of results and are described below:
•Corporate restructuring and other – composed of costs related to the strategic alternative exploration as well as severance and benefit costs for the 13 weeks ended May 1, 2026 and May 2, 2025.
•Unmitigated tariff costs – unmitigated incremental product costs, net of the impact of vendor negotiations, incurred pursuant to International Emergency Economic Powers Act (“IEEPA”) tariffs that were subsequently ruled unlawful by the Supreme Court of the United States on February 20, 2026 for the 13 weeks ended May 1, 2026.
•JV intangible asset amortization – Lands’ End’s proportionate share of intangible asset amortization expense recorded within the JV’s financial results for the 13 weeks ended May 1, 2026.
•Net gain or loss on disposal of property and equipment – disposal of property and equipment for the 13 weeks ended May 1, 2026 and May 2, 2025.
•Exit costs - charges associated to exit kids and footwear lines of business including inventory excess and obsolescence reserves, inventory discounts and operational charges recorded in the 13 weeks ended May 2, 2025 in conjunction with our licensing arrangements commencing in Fiscal 2024.
The following table sets forth, for the periods indicated, selected income statement data, both in dollars and as a percentage of Net revenue and a reconciliation of Net income (loss) to Adjusted EBITDA:
Unaudited
13 Weeks Ended
(in thousands)
May 1, 2026
May 2, 2025
Net income (loss)
$
330,693
138.4
%
$
(8,262
)
(3.2
)%
Income tax expense (benefit)
101,999
42.7
%
(3,362
)
(1.3
)%
Interest expense
5,514
2.3
%
9,265
3.5
%
Loss on extinguishment of debt
9,172
3.8
%
—
—
%
Gain on WHP Transaction
(491,622
)
(205.8
)%
—
—
%
Other (income) expense, net
136
0.1
%
(11
)
(0.0
)%
Operating loss
(44,108
)
(18.5
)%
(2,370
)
(0.9
)%
Depreciation and amortization
6,100
2.6
%
8,291
3.2
%
Corporate restructuring and other
23,290
9.7
%
3,332
1.3
%
Unmitigated tariff costs
6,800
2.8
%
—
—
%
JV intangible asset amortization
1,697
0.7
%
—
—
%
Exit costs
—
—
%
257
0.1
%
(Gain) loss on disposal of property and equipment
(25
)
(0.0
)%
11
0.0
%
Adjusted EBITDA
$
(6,246
)
(2.6
)%
$
9,521
3.6
%
In assessing the operational performance of our business, we consider a variety of financial measures. We operate in six separate distribution channels for revenue reporting purposes: U.S. eCommerce, Europe eCommerce, Outfitters, Third Party, Licensing and Retail. A key measure in the evaluation of our business is revenue performance by distribution channel as well as consolidated Gross margin. We manage and assess the performance of each of our operating segments using variable profit, which is defined as Net revenue minus cost of sales and variable selling expenses. This segment measure excludes fixed personnel costs, incentive compensation, office occupancy, information technology, professional fees and depreciation and amortization. See Note 13, Segment Reporting for more information regarding variable profit, which is a non-GAAP measure, as well as a reconciliation of variable profit to Income (loss) before income taxes.
We use Net revenue to evaluate revenue performance for the U.S. eCommerce, Europe eCommerce, Outfitters, Third Party, Retail and Licensing distribution channels.
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Discussion and Analysis
First Quarter 2026 compared with First Quarter 2025
Net Revenue
Net revenue was $238.9 million for the First Quarter of 2026, a decrease of $22.3 million or 8.5%, from $261.2 million during the First Quarter of 2025. The decrease in revenue was driven primarily by the temporary disruption associated with the rollout of the new warehouse management system and the deliberate pacing of shipments as we ramped our distribution centers back to normal capacity. Excluding the impact of the temporary disruption, we estimate we would have delivered low single-digit revenue growth in the quarter.
U.S. Digital Segment Net revenue was $205.1 million for the First Quarter of 2026, a decrease of $22.6 million or 9.9% from $227.7 million in the First Quarter of 2025.
U.S. eCommerce Net revenue was $153.3 million for the First Quarter of 2026, a decrease of $17.4 million or 10.2%, from $170.7 million during the First Quarter of 2025. The decrease was driven by the temporary disruption associated with the rollout of the new warehouse management system and the deliberate pacing of shipments as we ramped our distribution centers back to normal capacity.
Outfitters Net revenue was $38.5 million for the First Quarter of 2026, a decrease of $4.4 million or 10.3%, from $42.9 million during the First Quarter of 2025. The decrease was driven by the temporary disruption of the new warehouse management system. Customer orders from the business uniform channel remained strong primarily driven by select enterprise accounts.
Third Party Net revenue was $13.3 million for the First Quarter of 2026, a decrease of $0.8 million or 5.7%, from $14.1 million during the First Quarter of 2025. The decrease was primarily due to prioritizing profitable high-quality sales and brand quality over lower-value promotional volume.
Europe eCommerce Net revenue was $20.5 million for the First Quarter of 2026, an increase of $2.6 million or 14.5%, from $17.9 million during the First Quarter of 2025. The increase was primarily due to strategic shift to a franchise-first assortment simplifying the business and improving inventory efficiency.
Gross Profit
Gross profit was $111.5 million for the First Quarter of 2026, a decrease of $21.2 million or 16.0% from $132.7 million during the First Quarter of 2025. Gross margin decreased approximately 410 basis points to 46.7% in the First Quarter of 2026, compared with 50.8% in the First Quarter of 2025. The gross margin decrease was primarily driven by the deleverage created by the temporary distribution center disruption, the new royalty structure associated with the JV and continued tariff headwinds.
Selling and Administrative Expenses
Selling and administrative expenses increased $3.0 million to $126.5 million or 53.0% of Net revenue in the First Quarter of 2026 compared with $123.5 million or 47.3% of Net revenue in the First Quarter of 2025. The approximately 570 basis point increase was driven by deleverage from lower net revenue and investment in digital marketing focused on new customer acquisition.
Depreciation and Amortization
Depreciation and amortization expense decreased $2.2 million to $6.1 million in the First Quarter of 2026 compared with $8.3 million in the First Quarter of 2025. The decrease in depreciation and amortization is primarily driven by lower software depreciation as a result of major software projects becoming fully depreciated.
Other Operating Expense
Other operating expense, net was $23.1 million in the First Quarter of 2026 compared to $3.3 million in the First Quarter of 2025. The increase was primarily driven by restructuring and other costs incurred. See Note 1, Background and Basis of Presentation.
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Operating Loss
As a result of the above factors, Operating loss was $44.1 million in the First Quarter of 2026 compared to $2.4 million in the First Quarter of 2025.
Interest Expense
Interest expense was $5.5 million in the First Quarter of 2026 compared to $9.3 million in the First Quarter of 2025. The $3.8 million decrease was primarily driven by lower ABL Facility interest related to lower average outstanding balances and lower applicable interest rates under the Term Loan Facility. As previously announced, we used a portion of the cash proceeds from the WHP Transaction to fully repay the term loan.
Gain on WHP Transaction
Gain on transaction with WHP was $491.6 million in First Quarter of 2026 compared to none in First Quarter of 2025.
Loss on Extinguishment of Debt
Loss on extinguishment of debt was $9.2 million in First Quarter of 2026 compared to none in First Quarter of 2025.
Other Expense (Income)
Other expense was insignificant in the First Quarter of 2026 compared to insignificant other income in the First Quarter of 2025.
Income Tax (Benefit) Expense
We recorded income tax expense at an overall effective rate of 23.6% for the First Quarter 2026 and a tax benefit of 28.9% for the First Quarter of 2025, respectively. The overall effective tax rate for the 13 weeks ended May 1, 2026, varies from the U.S. federal statutory rate of 21% as a result of state taxes and non-deductible expenses. The overall effective tax rate for the 13 weeks ended May 2, 2025 varies from the U.S. federal statutory rate of 21% as a result of state taxes and non-deductible expenses.
Net Income (Loss)
As a result of the above factors, Net income was $330.7 million and diluted earnings per share was $10.56 in the First Quarter of 2026 compared with Net loss of $8.3 million and diluted loss per share was $0.27 in the First Quarter of 2025.
Adjusted Net Income (Loss)
Adjusted net loss was $3.5 million and Adjusted diluted loss per share was $0.11 in the First Quarter of 2026 compared to Adjusted net loss of $5.4 million and Adjusted diluted loss per share of $0.18 in the First Quarter of 2025.
Adjusted EBITDA
Adjusted EBITDA was $(6.2) million in First Quarter 2026, a decrease of 165%, compared to $9.5 million in First Quarter 2025.
U.S. Digital Segment Results of Operations
Variable Profit
U.S. Digital Segment variable profit was $34.1 million in the First Quarter of 2026, a decrease of $18.8 million compared to $52.9 million in the First Quarter of 2025. U.S. Digital Segment variable profit was 16.6% of U.S. Digital Segment revenue in the First Quarter of 2026, which is a decrease of 660 basis points compared to 23.2% of U.S. Digital Segment revenue in the First Quarter of 2025. The decrease in variable profit as a percentage of U.S. Digital Segment revenue was driven by the temporary disruption associated
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with the rollout of the new warehouse management system, the new royalty structure associated with the JV and continued tariff headwinds.
Product cost of goods sold was $76.5 million or 37.3% of U.S. Digital Segment revenue in the First Quarter of 2026 compared to $83.6 million or 36.7% of U.S. Digital Segment revenue in the First Quarter of 2025. Shipping cost of goods sold was $30.5 million or 14.9% of U.S. Digital Segment revenue in the First Quarter of 2026 compared to $26.9 million or 11.8% of U.S. Digital Segment revenue in the First Quarter of 2025. The change in Product and Shipping cost of goods sold as a percentage of U.S. Digital Segment revenue was primarily due to product assortment mix and the temporary disruption associated with the rollout of the new warehouse management system. Marketing expenses were $39.5 million or 19.3% of U.S. Digital Segment revenue in the First Quarter of 2026 compared to $39.9 million or 17.5% of U.S. Digital Segment revenue in the First Quarter of 2025. The increase in Marketing expenses as a percentage of U.S. Digital Segment revenue was primarily due to the temporary disruption associated with the rollout of the new warehouse management system.
Liquidity and Capital Resources
Liquidity
Our primary need for liquidity is to fund working capital requirements of our business, which are inventory purchases, payments on debt, capital expenditures and for general corporate purposes. Our cash and cash equivalents and the ABL Facility serve as sources of liquidity for short-term working capital needs and general corporate purposes. The ABL Facility had a balance outstanding of $30.0 million on May 1, 2026, other than letters of credit. Cash generated from our net revenue and profitability, and to a lesser extent our changes in working capital, are driven by the seasonality of our business, with a significant amount of net revenue and operating cash flows generally occurring in the fourth fiscal quarter of each year. We expect that our cash on hand and cash flows from operations, along with revolving on the ABL Facility, will be adequate to meet our capital requirements and operational needs for at least the next 12 months.
ABL Facility
Our $225.0 million committed revolving ABL Facility, as amended to date, includes a $35.0 million sublimit for letters of credit and is available for working capital and other general corporate liquidity needs. The amount available to borrow is the lesser of (1) the Aggregate Commitments of $225.0 million or (2) the Borrowing Base or Loan Cap which is calculated from Eligible Inventory, Trade Receivables and Credit Card Receivables, all foregoing capitalized terms not defined herein are as defined in the ABL Facility. The balance outstanding on May 1, 2026 and May 2, 2025 was $30.0 million and $40.0 million, respectively. The balance of outstanding letters of credit was $11.5 million and $11.0 million on May 1, 2026 and May 2, 2025, respectively. The borrowing availability under the ABL Facility was $104.2 million and $86.8 million as of May 1, 2026 and May 2, 2025, respectively.
Effective with the Fifth Amendment to the ABL Facility, dated March 28, 2025 (the “Fifth Amendment”), a 0.10% adjustment to the SOFR benchmark interest rate was eliminated and the benchmark rates under the ABL Credit Agreement are, at our election, either: (1) Term SOFR (which is a forward looking term rate based on the secured overnight financing rate), or (2) a Base Rate (which is the greatest of (a) 0% per annum, (b) the federal funds rate plus 0.50%, (c) the one-month Term SOFR rate plus 1.00%, or (d) the Wells Fargo “prime rate”). The borrowing margin for SOFR Rate loans is (i) where the average daily total outstanding for the previous quarter is less than $95.0 million, 1.50%, and (ii) where the average daily total outstanding for the previous quarter is equal to or greater than $95.0 million, 1.75%. For Base Rate loans, the borrowing margin is (i) where the average daily total outstanding for the previous quarter is less than $95.0 million, 0.75%, and (ii) where the average daily total outstanding for the previous quarter is equal to or greater than $95.0 million, 1.00% (“Applicable Borrowing Margin”). The Applicable Borrowing Margin for all loans is based upon the average daily total loans outstanding for the previous quarter. The Fifth Amendment had no material interest rate impact.
The ABL Facility fees include (i) commitment fees of 0.20% or 0.30% based upon the average daily unused commitment (aggregate commitment less loans and letter of credit outstanding) under the ABL Facility for the preceding fiscal quarter, (ii) customary letter of credit fees and (iii) customary annual agent fees. The Fifth Amendment extended the maturity date of the ABL Facility to March 28, 2030. Under applicable accounting guidance, certain unamortized debt issuance costs originating from the ABL Facility are deferred and amortized over the extended term of the ABL Facility, and certain unamortized debt issuance costs have been written off. As of May 1, 2026, we had $30.0 million borrowings outstanding under the ABL Facility.
Long-Term Debt
On April 1, 2026, we fully repaid the outstanding principal balance of $234.0 million under our Term Loan Facility, together with $0.9 million of accrued and unpaid interest, using proceeds from the WHP Transaction. In connection with the repayment, we incurred a 1% prepayment premium of $2.3 million and wrote off the remaining unamortized deferred financing costs of $6.9 million.
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These items resulted in a $9.2 million loss on extinguishment of debt, which is reflected in the condensed consolidated statement of operations.
Debt Facilities
Guarantees; Security
All obligations under our ABL Facility are unconditionally guaranteed by Lands’ End, Inc. and, subject to certain exceptions, each of its existing and future direct and indirect subsidiaries.
The ABL Facility is secured by a first priority security interest in certain working capital assets of the borrowers and guarantors, primarily consisting of inventory and accounts receivable, subject to customary exceptions.
Prior to our repayment on April 1, 2026, our Term Loan Facility was secured by a second-priority security interest in such working capital assets and a first-priority security interest in certain other assets, including specified fixed assets. Upon repayment in full of the Term Loan Facility on April 1, 2026, all outstanding borrowings under the facility were extinguished and all related liens and guarantees were released.
Representations and Warranties; Covenants
Subject to specified exceptions, the ABL Facility contains customary representations and warranties and restrictive covenants that, among other things, limit Lands’ End, Inc. and its subsidiaries’ ability to incur indebtedness (including guarantees), grant liens, make investments, pay dividends or other distributions, prepay certain indebtedness, and engage in mergers or changes in the nature of their business.
Prior to its repayment on April 1, 2026, our Term Loan Facility contained financial covenants, including a quarterly maximum total leverage ratio and a monthly minimum liquidity requirement. Upon repayment in full of the Term Loan Facility on April 1, 2026, these covenants ceased to apply.
Under the ABL Facility, if excess availability falls below the greater of 10% of the Loan Cap amount or $12.0 million, we are required to comply with a minimum fixed charge coverage ratio of 1.0 to 1.0.
The ABL Facility also contains customary affirmative covenants, including reporting requirements such as delivery of periodic financial statements, compliance certificates and notices of certain events, as well as requirements to maintain insurance and, in certain circumstances, provide additional guarantees and collateral.
As of May 1, 2026, the Company was in compliance with all applicable covenants under the ABL Facility.
Events of Default
The ABL Facility includes customary events of default including non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations or warranties, cross defaults related to any other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests, material judgments and change of control.
Cash Flows and Capital Expenditures
Cash Flows from Operating Activities
Net cash used in operating activities was $74.2 million during Year-to-Date 2026 compared to Net cash used in operating activities of $22.5 million during Year-to-Date 2025. The increase in net cash used in operating activities was primarily due to the impact of the closing of the JV transaction as well as increased inventory related to the temporary distribution center disruption.
Cash Flows from Investing Activities
Net cash provided by investing activities was $288.6 million Year-to-Date 2026 compared to Net cash used in investing activities of $8.3 million during Year-to-Date 2025. The increase in net cash provided by investing activities was primarily due to the proceeds from the closing of the JV transaction.
For Fiscal 2026, we plan to invest approximately $40.0 million in capital expenditures for strategic investments and infrastructure, primarily in technology and general corporate needs.
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Cash Flows from Financing Activities
Net cash used in financing activities was $209.2 million during Year-to-Date 2026, compared to Net cash provided by financing activities of $32.4 million during Year-to-Date 2025. The increase in net cash used in financing activities is primarily due to using the majority of the $300 million in cash proceeds from the JV transaction to fully repay the term loan.
Contractual Obligations and Off-Balance-Sheet Arrangements
During the First Quarter of 2026, the Company repaid in full the outstanding balance of the Term Loan Facility. Additionally, the Company has guaranteed minimum royalty ("GMR") payment obligations of $50.0 million per year through Fiscal 2036. Except for this repayment and the GMR obligations, there have been no other material changes to our contractual obligations and off-balance-sheet arrangements as discussed in our Annual Report on Form 10-K for the fiscal year ended January 30, 2026.
Financial Instruments with Off-Balance-Sheet Risk
The ABL Facility is available for working capital and other general corporate liquidity needs. The balance outstanding on May 1, 2026 and May 2, 2025 was $30.0 million and $40.0 million, respectively. The balance of outstanding letters of credit was $11.5 million and $11.0 million on May 1, 2026 and May 2, 2025, respectively.
Application of Critical Accounting Policies and Estimates
We believe that the assumptions and estimates associated with revenue, inventory valuation, indefinite-lived intangible asset impairment assessments and income taxes have the greatest potential impact on our financial statements. Therefore, we consider these to be our critical accounting policies and estimates.
For a complete discussion of our critical accounting policies, please refer to our Annual Report on Form 10-K for the year ended January 30, 2026. There have been no significant changes in our critical accounting policies or their application since January 30, 2026.
Recent Accounting Pronouncements
See Part I, Item 1, Note 2, Recently Issued Accounting Pronouncements Not Yet Adopted, of the Condensed Consolidated Financial Statements (unaudited) included in this Quarterly Report on Form 10-Q for information regarding recent accounting pronouncements.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This document contains forward-looking statements. Forward-looking statements reflect our current views with respect to, among other things, future events and performance. These statements may discuss, among other things, our variable profit, net sales, gross margin, operating expenses, operating income, net income, adjusted net income, adjusted EBITDA, cash flow, financial condition, financings, impairments, expenditures, growth, strategies, plans, achievements, dividends, capital structure, organizational structure, future store openings, market opportunities, the impact and potential benefits of the WHP Transaction and general market and industry conditions. We generally identify forward-looking statements by words such as “anticipate,” “estimate,” “expect,” “intend,” “project,” “plan,” “predict,” “believe,” “seek,” “continue,” “outlook,” “may,” “might,” “will,” “should,” “can have,” “likely,” “targeting” or the negative version of these words or comparable words. Forward-looking statements are based on beliefs and assumptions made by management using currently available information. These statements are only predictions and are not guarantees of future performance, actions or events. Also, from time to time we may discuss or present hypothetical or illustrative valuations of our interest in the JV in the event of certain circumstances occurring. There can be no assurance that such valuations will be realized or such events will occur. Forward-looking statements are subject to risks and uncertainties. If one or more of these risks or uncertainties materialize, or if management’s underlying beliefs and assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement. These risks and uncertainties include those risks, uncertainties and factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended January 30, 2026 and “Part II, Item 1A Risk Factors” of this Quarterly Report on Form 10-Q for the quarter ended May 1, 2026. Forward-looking statements speak only as of the date on which they are made. We expressly disclaim any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable securities laws and regulations.
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