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LANDS’ END, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
13 Weeks Ended
(in thousands, except per share data) May 1, 2026 May 2, 2025
Net revenue $ 238,916 $ 261,208
Cost of sales (exclusive of depreciation and amortization) 127,404 128,482
Gross profit 111,512 132,726
Selling and administrative 126,452 123,462
Depreciation and amortization 6,100 8,291
Other operating expense, net 23,068 3,343
Operating loss (44,108 ) (2,370 )
Interest expense 5,514 9,265
Gain on WHP Transaction (491,622 ) —
Loss on extinguishment of debt 9,172 —
Other expense (income), net 136 (11 )
Income (loss) before income taxes 432,692 (11,624 )
Income tax expense (benefit) 101,999 (3,362 )
NET INCOME (LOSS) $ 330,693 $ (8,262 )
Earnings (loss) per common share
Basic $ 10.74 $ (0.27 )
Diluted $ 10.56 $ (0.27 )
Weighted average common shares outstanding
Basic 30,778 30,867
Diluted 31,324 30,867
See accompanying Notes to Condensed Consolidated Financial Statements.
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LANDS’ END, INC.
Condensed Consolidated Statements of Comprehensive Operations
(Unaudited)
13 Weeks Ended
(in thousands) May 1, 2026 May 2, 2025
NET INCOME (LOSS) $ 330,693 $ (8,262 )
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments (52 ) 1,498
COMPREHENSIVE INCOME (LOSS) $ 330,641 $ (6,764 )
See accompanying Notes to Condensed Consolidated Financial Statements.
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LANDS’ END, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except per share data) May 1, 2026 May 2, 2025 January 30, 2026
ASSETS
Current assets
Cash and cash equivalents $ 23,122 $ 18,139 $ 17,694
Restricted cash 458 2,178 589
Accounts receivable, net 33,788 36,023 41,265
Inventories 299,923 262,372 268,803
Prepaid expenses 34,257 38,237 27,856
Other current assets 1,200 8,180 4,798
Total current assets 392,748 365,129 361,005
Property and equipment, net 120,581 116,010 115,701
Operating lease right-of-use asset 14,815 19,450 15,680
Equity method investment 375,758 — —
Intangible asset — 257,000 —
Asset held for sale — — 257,000
Other assets 1,798 2,906 1,680
TOTAL ASSETS $ 905,700 $ 760,495 $ 751,066
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt $ — $ 13,000 $ 13,000
Accounts payable 119,288 95,077 115,436
Lease liability – current 4,456 4,462 4,434
Accrued expenses and other current liabilities 125,545 83,963 91,068
Total current liabilities 249,289 196,502 223,938
Long-term borrowings under ABL Facility 30,000 40,000 —
Long-term debt, net — 222,219 214,211
Lease liability – long-term 13,158 18,935 14,264
Deferred tax liabilities 109,275 50,532 52,392
Other liabilities 2,857 2,167 1,966
TOTAL LIABILITIES 404,579 530,355 506,771
STOCKHOLDERS’ EQUITY
Common stock, par value $0.01 authorized: 480,000 shares; issued and outstanding: 30,827, 30,635 and 30,575, respectively 309 307 306
Additional paid-in capital 349,927 347,624 349,429
Retained Earnings (accumulated deficit) 167,527 (102,620 ) (88,850 )
Accumulated other comprehensive loss (16,642 ) (15,171 ) (16,590 )
TOTAL STOCKHOLDERS’ EQUITY 501,121 230,140 244,295
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 905,700 $ 760,495 $ 751,066
See accompanying Notes to Condensed Consolidated Financial Statements.
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LANDS’ END, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
13 Weeks Ended
(in thousands) May 1, 2026 May 2, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 330,693 $ (8,262 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization 6,100 8,291
Amortization of debt issuance costs 301 686
(Gain) loss on disposal of property and equipment (25 ) 11
Gain on WHP Transaction (491,622 ) —
Loss on extinguishment of debt 9,172 —
Stock-based compensation 3,241 920
Deferred income taxes 57,073 (1,119 )
Other (219 ) (214 )
Change in operating assets and liabilities:
Accounts receivable, net 7,372 12,283
Inventories (31,493 ) 4,114
Accounts payable 3,155 (16,396 )
Other operating assets (1,566 ) (7,247 )
Other operating liabilities 33,638 (15,530 )
Net cash used in operating activities (74,180 ) (22,463 )
CASH FLOWS FROM INVESTING ACTIVITIES
Sales of property and equipment 39 —
Proceeds from WHP Transaction 300,000 —
Cash contribution to JV (1,250 )
Purchases of property and equipment (10,219 ) (8,286 )
Net cash provided by (used in) investing activities 288,570 (8,286 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings under ABL Facility 89,000 60,000
Payments of borrowings under ABL Facility (59,000 ) (20,000 )
Payments on term loan (234,000 ) (3,250 )
Payments on debt extinguishment (2,437 ) —
Payments of debt issuance costs — (1,103 )
Proceeds from exercise of stock options 908 —
Payments for taxes related to net share settlement of equity awards (3,378 ) (450 )
Purchases and retirement of common stock, including excise tax paid (275 ) (2,777 )
Net cash (used in) provided by financing activities (209,182 ) 32,420
Effects of exchange rate changes on cash, cash equivalents and restricted cash 89 (166 )
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 5,297 1,505
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD 18,283 18,812
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 23,580 $ 20,317
SUPPLEMENTAL CASH FLOW DATA
Unpaid liability to acquire property and equipment $ 3,653 $ 1,691
Income taxes refunded (626 ) (600 )
Interest paid 6,247 8,670
Operating lease right-of-use-assets (reversal) obtained in exchange for lease liabilities (15 ) 95
See accompanying Notes to Condensed Consolidated Financial Statements
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LANDS’ END, INC.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
Retained Accumulated
Additional Earnings Other Total
Common Stock Issued Paid-in (Accumulated Comprehensive Stockholders'
(in thousands) Shares Amount Capital Deficit) Loss Equity
Balance at January 30, 2026 30,575 $ 306 $ 349,429 $ (88,850 ) $ (16,590 ) $ 244,295
Net income — — — 330,693 — 330,693
Deemed distribution to shareholders — — — (74,311 ) — (74,311 )
Cumulative translation adjustment, net of tax — — — — (52 ) (52 )
Stock-based compensation expense — — 3,241 — — 3,241
Exercise of stock options 84 — 908 — — 908
Vesting of restricted shares 430 3 (3 ) — — —
Common stock withheld related to net share settlement of equity awards (236 ) — (3,378 ) — — (3,378 )
Purchases and retirement of common stock (26 ) — (270 ) (5 ) — (275 )
Balance at May 1, 2026 30,827 $ 309 $ 349,927 $ 167,527 $ (16,642 ) $ 501,121
Common Stock Issued Additional Paid-in Accumulated Accumulated Other Comprehensive Total Stockholders’
(in thousands) Shares Amount Capital Deficit Loss Equity
Balance at January 31, 2025 30,843 $ 309 $ 349,940 $ (94,358 ) $ (16,669 ) $ 239,222
Net loss — — — (8,262 ) — (8,262 )
Cumulative translation adjustment, net of tax — — — — 1,498 1,498
Stock-based compensation expense — — 920 — — 920
Vesting of restricted shares 125 1 (1 ) — — —
Common stock withheld related to net share settlement of equity awards (42 ) — (450 ) — — (450 )
Purchases and retirement of common stock, including excise taxes (291 ) (3 ) (2,785 ) — — (2,788 )
Balance at May 2, 2025 30,635 $ 307 $ 347,624 $ (102,620 ) $ (15,171 ) $ 230,140
See accompanying Notes to Condensed Consolidated Financial Statements.
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LANDS’ END, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BACKGROUND AND BASIS OF PRESENTATION
Description of Business
Lands’ End, Inc. (“Lands’ End” or the “Company”) is a leading digital retailer of solution-based apparel, swimwear, outerwear, accessories, footwear, home products and uniforms. Lands’ End offers products online at www.landsend.com, through third-party distribution channels, and its own Company Operated stores. Lands’ End also offers products to businesses and schools, for their employees and students, through the Outfitters distribution channel. Lands’ End is a classic American lifestyle brand that creates solutions for life’s every journey. References to www.landsend.com do not constitute incorporation by reference of the information at www.landsend.com, and such information is not part of this Quarterly Report on Form 10-Q or any other filings with the SEC, unless otherwise explicitly stated.
Terms that are commonly used in the Company’s Notes to Condensed Consolidated Financial Statements 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
•ASC – Financial Accounting Standards Board Accounting Standards Codification, which serves as the source for authoritative GAAP, as supplemented by rules and interpretive releases by the SEC which are also sources of authoritative GAAP for SEC registrants
•Company Operated stores – Lands’ End retail stores in the Retail distribution channel
•Debt Facilities – Collectively, the Term Loan Facility and ABL Facility
•Deferred Awards – Time vesting stock awards
•FASB – Financial Accounting Standards Board
•First Quarter 2026 – The 13 weeks ended May 1, 2026
•First Quarter 2025 – The 13 weeks ended May 2, 2025
•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
•Option Awards – Stock option awards
•Performance Awards – Performance-based stock awards
•SEC – United States Securities and Exchange Commission
•SOFR – Secured Overnight Funding Rate
•Target Shares – Number of restricted stock units awarded to a recipient which reflects the number of shares to be delivered based on achievement of target performance goals
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•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
Basis of Presentation
The Condensed Consolidated Financial Statements include the accounts of Lands’ End, Inc. and its subsidiaries. The Company holds a 50% interest in the JV, which it accounts for under the equity method. All intercompany transactions and balances have been eliminated.
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all material adjustments which are of a normal and recurring nature necessary for a fair presentation of the results for the periods presented have been reflected. Dollar amounts are reported in thousands, except per share data, unless otherwise noted. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the Lands’ End Annual Report on Form 10-K filed with the SEC on March 26, 2026.
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 the Company’s 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 the Company’s products. Moreover, uncertainty with respect to trade policy and tariffs, including increased tariffs applicable to countries where the Company’s vendors manufacture Lands’ End product, may result in an increase in the cost of the Company’s 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
The Company has incurred restructuring and other charges related to cost optimization of business operations and exploring strategic alternatives. During First Quarter 2026 and First Quarter 2025, the Company incurred ongoing costs related to exploring strategic alternatives for the Company to maximize shareholder value and has included those costs as part of restructuring and other. This process culminated in the WHP Transaction. Additionally, during First Quarter 2025, the Company reduced approximately 6% of its 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.
The following table summarizes the restructuring and other costs recognized in Other operating expense, net in the Condensed Consolidated Statement of Operations for the 13 weeks ended May 1, 2026 and May 2, 2025:
13 Weeks Ended
(in thousands) May 1, 2026 May 2, 2025
Employee severance and benefit costs $ 562 $ 2,647
Strategic alternatives and other costs 22,728 685
Total restructuring and other $ 23,290 $ 3,332
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Included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets are approximately $2.1 million of Strategic alternatives and other costs and $0.7 million of Employee severance and benefit costs as of May 1, 2026 and approximately $1.8 million of Employee severance and benefit costs and $0.7 million of Strategic alternatives and other costs as of May 2, 2025.
NOTE 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
In September 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software to current development practices, clarifies when to begin capitalizing costs and enhances disclosure requirements. This update is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of ASU 2025-06 on the Company’s Condensed Consolidated Financial Statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides targeted relief for entities estimating expected credit losses on short-term receivables and contract assets under Topic 606. The guidance allows entities to bypass the requirement to incorporate macroeconomic data into their forecasts when such data is not expected to materially affect the estimate. ASU 2025-05 is effective for the annual periods beginning after December 15, 2025. The Company is currently assessing the impact of ASU 2025-05 on the Company’s Condensed Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). Under ASU 2024-03, a public entity is required to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion for each income statement line item that contains those expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. ASU 2024-03 allows for early adoption and requires either prospective adoption to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. The Company is currently assessing the impact of ASU 2024-03 on the Company’s Condensed Consolidated Financial Statement disclosures.
NOTE 3. EARNINGS (LOSS) PER SHARE
The numerator for both basic and diluted earnings (loss) per share is net income (loss) attributable to the Company. The denominator for basic earnings (loss) per share is based upon the number of weighted average shares of the Company’s common stock outstanding during the reporting periods. The denominator for diluted earnings (loss) per share is based upon the number of weighted average shares of the Company’s common stock and common stock equivalents outstanding during the reporting periods using the treasury stock method in accordance with ASC 260, Earnings Per Share. Potentially dilutive securities for the diluted earnings (loss) per share calculations consist of non-vested equity shares of common stock and in-the-money outstanding options where the current stock price exceeds the option strike price.
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The following table summarizes the components of basic and diluted earnings (loss) per share:
13 Weeks Ended
(in thousands, except per share amounts) May 1, 2026 May 2, 2025
Net income (loss) $ 330,693 $ (8,262 )
Basic weighted average common shares outstanding 30,778 30,867
Dilutive impact of stock awards 546 —
Diluted weighted average common shares outstanding 31,324 30,867
Earnings (loss) per share
Basic $ 10.74 $ (0.27 )
Diluted $ 10.56 $ (0.27 )
Anti-dilutive shares excluded from diluted earnings (loss) per common share calculation 58 746
Stock awards are considered anti-dilutive based on the application of the treasury stock method or in the event of a net loss.
NOTE 4. OTHER COMPREHENSIVE LOSS
Other comprehensive income (loss) encompasses all changes in equity other than those arising from transactions with stockholders and is comprised solely of foreign currency translation adjustments. The Company’s foreign subsidiaries use their foreign currency as their functional currency. Functional currency assets and liabilities are translated into U.S. Dollars using exchange rates in effect at the balance sheet date, and revenues and expenses are translated at average exchange rates during the period. Resulting translation gains and losses are reported in other comprehensive income (loss), until the substantial liquidation of a subsidiary, at which time accumulated translation gains or losses are reclassified into net income (loss).
13 Weeks Ended
(in thousands) May 1, 2026 May 2, 2025
Beginning balance: Accumulated other comprehensive loss (net of tax of $4,234 and $4,234, respectively) $ (16,590 ) $ (16,669 )
Other comprehensive (loss) income:
Foreign currency translation adjustments (net of tax of $189 and $(202), respectively) (52 ) 1,498
Ending balance: Accumulated other comprehensive loss (net of tax of $4,423 and $4,032, respectively) $ (16,642 ) $ (15,171 )
No amounts were reclassified out of Accumulated other comprehensive loss during any of the periods presented.
NOTE 5. EQUITY METHOD INVESTMENT
The Company accounts for investments through which it exercises significant influence but does not have control over the investee under the equity method. Under the equity method, the Company recorded its investment in the investee on the balance sheet initially at cost, and subsequently adjusts the carrying amount based on its share of the investee's net income or loss. Distributions received from the investee are recognized as a reduction of the carrying amount of the investment. The Company's share of equity (income)/losses and other adjustments associated with these equity investments are included in Other operating expense, net in the Condensed Consolidated Statements of Operations, and classified as a component of operating loss since the equity method investee’s operations are considered integral to the Company’s business. The carrying value for the Company's equity investment is reported in Equity method investment on the Condensed Consolidated Balance Sheets.
The following table is a summary of the Company’s Equity method investment:
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May 1, 2026
(in thousands) % of Ownership Balance Sheet Location Balance
LE Topco, LLC 50.00% Equity Method Investment $ 375,758
Equity Method Investment with WHP Global
On January 26, 2026, the Company 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) 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 for an aggregate purchase price of $300 million in cash, and contributed initial cash of $1.25 million to the JV.
In addition, WHP Global completed a tender offer for $100 million of Lands’ End shares at a price of $45.00 per share. As a result of the tender offer, WHP Global owns approximately 7.2% of Lands’ End outstanding shares of common stock and is now considered a related party.
At the Closing, the Company entered into a License Agreement, pursuant to which the JV granted a license to the Company to design, manufacture, sell and promote certain categories of products (including the types of products that the Company 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 the Company provides 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 the Company breaches its 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, pursuant to the WHP Transaction, in certain WHP Global monetization events, such as a qualifying public listing or majority sale, Lands’ End may have the right or obligation to exchange its interest in the JV for equity in WHP Global, at the same valuation multiple as the WHP Global monetization event.
Under the derecognition guidance from ASC 810, the Company derecognized the intellectual property assets at their carrying amount upon their contribution to the JV. In exchange for the Company's contribution of its intellectual property assets to the JV, WHP Global invested $300.0 million for a 50% stake in the JV. Separately, and as a closing condition, WHP Global completed a tender offer for $100 million of Lands’ End issued shares at a price of $45.00 per share. For accounting purposes, the difference between the purchase price paid by WHP Global in the tender offer and the trading price of the Company’s common stock on the day of the closing of the transaction in the amount of $74.3 million was treated as additional consideration for the sale of the 50% stake in the JV and a corresponding deemed distribution to shareholders. The Company did not receive or distribute this cash consideration.
The Company determined that the cash invested, along with the difference between the Company’s 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.
Summary Financial Information for Equity Method Investment
Summarized financial information related to the Company’s equity method investment in the JV is reflected below:
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13 Weeks Ended
(in thousands) May 1, 2026 (1)
Revenue $ 4,227
Gross profit 4,227
Operating expenses 440
Intangible asset amortization 3,393
Total operating expenses 3,833
Net earnings $ 394
Earnings attributable to the equity method investment $ 197
(1)Represents the period from the closing date of April 1, 2026 to May 1, 2026.
(in thousands) May 1, 2026
Current assets $ 6,232
Non-current assets 745,229
Total assets $ 751,461
Current liabilities 420
Total liabilities $ 420
NOTE 6. DEBT
ABL Facility
The Company’s $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 following table summarizes the Company’s ABL Facility borrowing availability:
May 1, 2026 May 2, 2025 January 30, 2026
(in thousands) Amount Interest Rate Amount Interest Rate Amount Interest Rate
ABL Facility limit $ 225,000 $ 225,000 $ 225,000
Borrowing Base 145,791 137,871 133,624
Outstanding borrowings 30,000 5.16% 40,000 6.09% —
Outstanding letters of credit 11,544 11,030 10,978
ABL Facility utilization at end of period 41,544 51,030 10,978
ABL Facility borrowing availability $ 104,247 $ 86,841 $ 122,646
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 the election of the Company, 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 reduced aggregate commitments from $275
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million to $225 million, and reduced the letter of credit sublimit from $70 million to $35 million, in line with the Company’s lower inventory levels and expected letter of credit capacity, and 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, the Company had $30.0 million of borrowings outstanding under the ABL Facility.
Long-Term Debt
On April 1, 2026, the Company fully repaid the outstanding principal balance of $234.0 million under its Term Loan Facility, together with $0.9 million of accrued and unpaid interest, using proceeds from the WHP Transaction and the Term Loan Facility terminated, including related guarantees. In connection with the repayment, the Company incurred a 1% prepayment premium of $2.3 million and wrote off the remaining unamortized deferred financing costs of $6.9 million. These items resulted in a $9.2 million loss on extinguishment of debt, which is reflected in the Condensed Consolidated Statement of Operations.
The Company’s long-term debt consisted of the following:
May 1, 2026 May 2, 2025 January 30, 2026
(in thousands) Amount Interest Rate Amount Interest Rate Amount Interest Rate
Term Loan Facility $ — — $ 243,750 12.41% $ 234,000 12.04%
Less: Current portion of long-term debt — 13,000 13,000
Less: Unamortized debt issuance costs — 8,531 6,789
Long-term debt, net $ — $ 222,219 $ 214,211
Debt Facilities
Guarantees; Security
All obligations under the Company’s 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 its repayment on April 1, 2026, the Company’s 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, the Company’s 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, the Company is 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.
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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.
NOTE 7. STOCK-BASED COMPENSATION
The Company expenses the fair value of all stock awards over their requisite service period, ensuring that the amount of cumulative stock-based compensation expense recognized at any date is at least equal to the portion of the grant-date fair value of the award that is vested at that date. The Company has elected to adjust stock-based compensation expense for an estimated forfeiture rate for those shares not expected to vest and to recognize stock-based compensation expense on a straight-line basis for awards that only have a service requirement with multiple vest dates.
The Company has granted the following types of stock awards to employees at management levels and above, each of which are granted under the Company’s stockholder approved stock plans, other than inducement grants outside of the Company’s stockholder approved stock plans in accordance with Nasdaq Listing Rule 5635(c)(4):
•Deferred Awards are in the form of restricted stock units and only require each recipient to complete a service period for the awards to be earned. Deferred Awards generally vest over three years. The fair value of Deferred Awards is based on the closing price of the Company’s common stock on the grant date. Stock-based compensation expense is recognized ratably over the service period and is reduced for estimated forfeitures of those awards not expected to vest due to employee turnover.
•Performance Awards are in the form of restricted stock units and have, in addition to a service requirement, financial performance criteria, event criteria and/or stock performance criteria that must be achieved for the awards to be earned. For Performance Awards with financial performance criteria, the Target Shares earned can range from 50% to 200% (such result, the “Earned Shares”) once minimum thresholds have been reached and depend on the achievement of certain financial measures for the cumulative period comprised of three-consecutive fiscal years beginning with the fiscal year of the grant date. Performance Awards are also subject to limitations under the Company’s stockholder approved stock plans. The applicable percentage of the Target Shares, as determined by the applicable performance measure, vest after the completion of the applicable three-year performance period and upon determination of achievement of the performance measures by the Compensation Committee of the Board of Directors. Unearned Target Shares are forfeited.
For the Performance Awards granted in Fiscal 2025 and Fiscal 2024 with stock performance criteria, the Target Shares earned can range from 0% to 100% based on the Company’s highest average per share common stock closing price, measured over any 20 consecutive trading-day period from and after the date of grant and during the three-consecutive fiscal years beginning with the fiscal year of the grant date.
During First Quarter of 2026, the Company modified the Performance Awards granted in Fiscal 2025 with event criteria. The Company modified these awards such that 50% of the Performance Awards would vest upon the closing of the WHP Transaction, with an additional 25% vesting upon the one year anniversary of the closing of the event, and the final 25% upon December 31, 2027. The fair value for the Performance Awards granted in 2025 with event criteria is based on the common stock closing price on the date of modification.
The grant date fair value of the Performance Awards granted in Fiscal 2026 and Fiscal 2025 with financial performance criteria are based on the closing price of the Company’s common stock on the grant date. The grant date fair value of the Performance Awards granted in Fiscal 2025 with event criteria are based on the closing price of the Company’s common stock on the modification date. The grant date fair value for the Performance Awards granted in Fiscal 2025 and Fiscal 2024 with stock performance criteria are based on the Monte Carlo simulation model.
•Stock-based compensation expense, including awards with market conditions, is recognized ratably over the related service period, reduced for estimated forfeitures of those awards not expected to vest due to employee turnover and adjusted based on the Company’s estimate of the percentage of the aggregate Target Shares expected to be earned. The Company accrues for Performance Awards on the basis of a 100% payout unless it becomes probable that the outcome will be significantly different, or the performance can be accurately measured.
•Option Awards provide the recipient with the option to purchase a set number of shares at a stated exercise price over the term of the contract, which is ten years for all Option Awards currently outstanding. Options are granted with a strike price equal to the stock price on the date of grant and vest over the requisite service period of the award. The fair value of each Option Award is estimated on the grant date using the Black-Scholes option pricing model.
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The following table provides a summary of the Company’s stock-based compensation expense, which is included in Selling and administrative expense and Other operating expense, net in the Condensed Consolidated Statements of Operations:
13 Weeks Ended
(in thousands) May 1, 2026 May 2, 2025
Deferred awards $ 704 $ 818
Performance awards (1) 2,537 $ (2 )
Option awards — 104
Total stock-based compensation expense $ 3,241 $ 920
(1)Net credit expense for the 13 weeks ended May 2, 2025 includes a reduction of the accrual for Performance Awards based on actual and projected results relative to performance measures.
Stock-based compensation expense during the 13 weeks ended May 1, 2026 included $2.9 million of Performance Awards granted in 2025 with event criteria recorded in Other operating expense, net and $0.3 million recorded in Selling and administrative expense in the Condensed Consolidated Statements of Operations. During the 13 weeks ended May 2, 2025, all stock-based compensation expense was recorded in Selling and administrative expense in the Condensed Consolidated Statements of Operations.
Deferred Awards
The following table provides a summary of the Deferred Awards activity for the 13 weeks ended May 1, 2026:
Deferred Awards
(in thousands, except per share amounts) Number of Shares Weighted Average Grant Date Fair Value per Share
Unvested Deferred Awards as of January 30, 2026 659 $ 10.51
Granted 313 12.09
Vested (127 ) 11.25
Forfeited or expired (38 ) 10.31
Unvested Deferred Awards as of May 1, 2026 807 $ 10.98
Total unrecognized stock-based compensation expense related to unvested Deferred Awards was approximately $6.1 million as of May 1, 2026, which is expected to be recognized ratably over a weighted average period of 2.3 years. The total fair value of Deferred Awards vested during the 13 weeks ended May 1, 2026 and May 2, 2025 was $1.4 million and $2.0 million, respectively.
Performance Awards
The following table provides a summary of the Performance Awards activity for the 13 weeks ended May 1, 2026:
Performance Awards
(in thousands, except per share amounts) Number of Shares Weighted Average Grant Date Fair Value per Share
Unvested Performance Awards as of January 30, 2026 1,249 $ 10.23
Granted 185 12.09
Vested (306 ) 13.29
Forfeited or expired (61 ) 10.17
Unvested Performance Awards as of May 1, 2026 1,067 $ 12.05
Total unrecognized stock-based compensation expense related to unvested Performance Awards was approximately $7.3 million as of May 1, 2026 which is expected to be recognized ratably over a weighted average period of 2.2 years. The total fair value of Performance Awards vested during the 13 weeks ended May 1, 2026 was $4.1 million. The fair value of the Performance Awards granted in Fiscal 2025 with event criteria was estimated at $16.24 per share based on the common stock closing price on the date of modification. The fair value of the 133,984 Performance Awards with stock performance criteria granted during the 13 weeks ended May 2, 2025 was estimated at $7.81 per share on the grant date using a Monte Carlo simulation.
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Option Awards
The following table provides a summary of the Option Awards activity for the 13 weeks ended May 1, 2026:
Option Awards
(in thousands, except per share amounts) Number of Shares Weighted Average Grant Date Fair Value per Share
Option Awards outstanding as of January 30, 2026 133 $ 14.93
Granted — —
Exercised (84 ) 10.81
Forfeited — —
Expired — —
Option Awards outstanding as of May 1, 2026 49 $ 22.00
The following table provides a summary of information about the Option Awards vested as well as Option Awards exercisable, as of May 1, 2026:
(in thousands, except contractual life and exercise price amounts) Option Awards Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value
Option Awards vested 49 1.02 $ 22.00 $ -
Option Awards exercisable 49 1.02 $ 22.00 $ -
There is no unrecognized stock-based compensation expense related to Option Awards as of May 1, 2026.
NOTE 8. STOCKHOLDERS’ EQUITY
Share Repurchase Program
On April 1, 2026, the Company announced that its Board of Directors authorized the Company to repurchase up to $100 million of the Company’s common stock through March 31, 2029 (the “2026 Share Repurchase Program”). Under the 2026 Share Repurchase Program, the Company may repurchase its common stock through open market purchases, in privately negotiated transactions, or by other means in accordance with federal securities laws, including Rule 10b-18 of the Exchange Act. The amount and timing of purchases were determined by the Company’s management depending upon market conditions and other factors and may be made pursuant to a Rule 10b5-1 trading plan. As of May 1, 2026, additional purchases of up to $99.7 million could be made under the 2026 Share Repurchase Program.
On March 15, 2024, the Company announced that its Board of Directors authorized the Company to repurchase up to $25.0 million of the Company’s common stock through March 31, 2026 (the “2024 Share Repurchase Program”). Under the 2024 Share Repurchase Program, the Company repurchased its common stock through open market purchases, in privately negotiated transactions, or by other means in accordance with federal securities laws, including Rule 10b-18 of the Exchange Act. The amount and timing of purchases were determined by the Company’s management depending upon market conditions and other factors and were also made from time to time pursuant to Rule 10b5-1 trading plans. The 2024 Share Repurchase Program expired on March 31, 2026.
The following table summarizes the Company’s share repurchases for the 13 weeks ended May 1, 2026 (under the 2026 Share Repurchase Program) and May 2, 2025 (under the 2024 Share Repurchase Program):
13 Weeks Ended
(Shares and $ in thousands except average per share cost) May 1, 2026 May 2, 2025
Number of shares repurchased 26 291
Total cost $ 275 $ 2,771
Average per share cost (1) $ 10.71 $ 9.54
(1)Average price paid per share excludes broker commissions and excise taxes.
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The Company retired all shares that were repurchased through the 2026 Share Repurchase Program and 2024 Share Repurchase Program during the 13 weeks ended May 1, 2026 and May 2, 2025, respectively. In accordance with FASB ASC 505—Equity, the par value of the shares retired was charged against Common stock and the remaining purchase price, including any broker commissions and excise taxes paid, was either (i) allocated between Additional paid-in capital and Retained earnings, or (ii) charged directly against Additional paid-in capital. To the extent the shares are repurchased at a price less than that of initial issuance, or to the extent the Company does not have sufficient reserves in Retained earnings at the time of repurchase, the excess of the purchase price over par value is accounted for entirely as a deduction from Additional paid-in capital.
NOTE 9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of the following:
(in thousands) May 1, 2026 May 2, 2025 January 30, 2026
Accrued income taxes $ 41,311 $ — $ —
Deferred gift card revenue 30,807 33,364 31,350
Accrued employee compensation and benefits 14,071 16,659 28,706
Reserve for sales returns and allowances 11,635 13,333 14,096
Deferred revenue 10,216 5,049 3,019
Accrued property, sales and other taxes 4,360 6,600 5,319
Accrued interest 499 2,421 1,705
Other 12,646 6,537 6,873
Total Accrued expenses and other current liabilities $ 125,545 $ 83,963 $ 91,068
NOTE 10. FAIR VALUE MEASUREMENTS OF FINANCIAL ASSETS AND LIABILITIES
Cash and cash equivalents and restricted cash is reflected on the Condensed Consolidated Balance Sheets at fair value based on Level 1 inputs. Cash and cash equivalents and restricted cash amounts are valued based upon statements received from financial institutions. The fair value of restricted cash was $0.5 million, $2.2 million and $0.6 million as of May 1, 2026, May 2, 2025 and January 30, 2026, respectively.
Carrying amounts and fair values of long-term debt, including current portion were as follows:
May 1, 2026 May 2, 2025 January 30, 2026
(in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Carrying Amount Fair Value
Long-term debt, including current portion $ — $ - $ 243,750 $ 239,442 $ 234,000 $ 235,780
The Company had no outstanding long-term debt as of May 1, 2026.
Prior to its repayment on April 1, 2026, the fair value of the Term Loan Facility was classified as a Level 3 measurement within the fair value hierarchy. The Company estimated fair value using a combination of valuation techniques, including a Black-Derman-Toy model and observable and unobservable market inputs, reflecting the instrument’s contractual terms, including its optional redemption features. There were no nonfinancial assets or nonfinancial liabilities recognized at fair value on a nonrecurring basis as of May 1, 2026, May 2, 2025 and January 30, 2026.
NOTE 11. INCOME TAXES
Provision for Income Taxes
At the end of each quarter, the Company estimates its effective income tax rate pursuant to ASC 740. The rate for the period consists of the tax rate expected to be applied for the full year to ordinary income adjusted for any discrete items recorded in the period.
The Company recorded tax expense at an overall effective tax rate of 23.6% for the 13 weeks ended May 1, 2026 and a tax benefit of 28.9% for the 13 weeks ended May 2, 2025. The overall effective tax rate for the 13 weeks ended May 1, 2026, varies from the U.S. 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. statutory rate of 21% as a result of state taxes and non-deductible expenses.
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On April 1, 2026, the Company finalized a joint venture transaction with WHP Global that included sale of 50% interest in its intellectual property. The Company recorded tax expense of $122.2 million as a result of the transaction.
NOTE 12. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
The Company is party to various claims, legal proceedings and investigations arising in the ordinary course of business. Some of these actions involve complex factual and legal issues and are subject to uncertainties. At this time, the Company is not able to either predict the outcome of these legal proceedings or reasonably estimate a potential range of loss with respect to the proceedings. While it is not feasible to predict the outcome of such pending claims, proceedings and investigations with certainty, management is of the opinion that their ultimate resolution should not have a material adverse effect on results of operations, cash flows or financial positions taken as a whole.
NOTE 13. SEGMENT REPORTING
The Company identifies operating segments according to how business activities are managed and evaluated. The Company’s operating segments consisted of: U.S. eCommerce, Europe eCommerce, Outfitters, Third Party, Licensing and Retail.
•U.S. eCommerce offers products through the Company’s 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 the Lands’ End trademark and any fulfillment fees for fulfillment services provided by the Company through the closing of the WHP Transaction. Effective April 1, 2026, the licensing segment earns fulfillment fees for fulfillment services provided by the Company.
•Retail sells products through the Company Operated stores, located in the U.S.
The internal reporting of these operating segments is based, in part, on the reporting and review process used by the Company’s chief operating decision maker (“CODM”), its Chief Executive Officer. The CODM assesses segment performance based on variable profit, which is defined as net revenue minus cost of sales and variable selling expenses. The Company’s CODM monitors actual segment variable profit results relative to operating plan and forecast to assess the performance of the business and allocate resources. The CODM does not utilize segment asset information to evaluate performance and make resource allocation decisions, and thus such disclosures are not provided. Variable profit is a non-GAAP financial measure, which management believes provides useful information to investors and to the CODM in order to assess segment performance. A reconciliation of variable profit to consolidated income (loss) before income taxes is set forth below.
The Company determined 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.
The Company has determined its significant segment expense categories based on amounts regularly provided to the Company’s CODM to evaluate segment profitability and drive strategic decision making. The following presents U.S. Digital segment sales and expenses:
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13 Weeks Ended 13 Weeks Ended
May 1, 2026 May 2, 2025
(in thousands) Segment Total Segment Total
Net revenue $ 205,123 $ 205,123 $ 227,752 $ 227,752
All other net revenue (1) 33,793 33,456
Total consolidated net revenue $ 238,916 $ 261,208
Product cost of goods sold 76,527 83,601
Shipping cost of goods sold 30,514 26,916
Other cost of goods sold (2) 4,207 2,273
Marketing costs 39,502 39,933
Variable personnel costs 14,093 15,570
Other segment expenses (3) 6,207 6,565
Segment variable profit $ 34,073 $ 52,894
(1)All other net revenue is from Europe eCommerce, Licensing and Retail that does not meet the quantitative thresholds
(2)Other cost of goods sold includes royalty expense, donations and other miscellaneous cost of goods sold
(3)Other segment expenses include credit card fees, customer service, webhosting, supplies and other miscellaneous expenses
The reconciliation between segment variable profit to consolidated income (loss) before income taxes is as follows:
13 Weeks Ended 13 Weeks Ended
(in thousands) May 1, 2026 May 2, 2025
Segment variable profit $ 34,073 $ 52,894
All other variable profit (1) 4,978 5,844
Depreciation expense (6,100 ) (8,291 )
Unallocated corporate expenses (2) (77,059 ) (52,817 )
Gain on WHP Transaction 491,622 —
Loss on extinguishment of debt (9,172 ) —
Interest expense (5,514 ) (9,265 )
Other income (loss), net (136 ) 11
Income (loss) before income taxes $ 432,692 $ (11,624 )
(1)All other variable profit is from Europe eCommerce, Licensing and Retail that does not meet the quantitative thresholds
(2)Unallocated corporate expenses include fixed personnel costs, strategic alternative costs, incentive compensation, office occupancy, information technology and professional fees
Net revenue is presented by distribution channel in the following tables:
13 Weeks Ended % of Net 13 Weeks Ended % of Net
(in thousands) May 1, 2026 Revenue May 2, 2025 Revenue
Net revenue:
U.S. eCommerce $ 153,338 64.2 % $ 170,747 65.4 %
Outfitters 38,494 16.1 % 42,923 16.4 %
Third Party 13,291 5.6 % 14,082 5.4 %
Total U.S. Digital Segment Revenue 205,123 227,752
Europe eCommerce 20,527 8.5 % 17,851 6.8 %
Licensing and Retail 13,266 5.6 % 15,605 6.0 %
Total Net revenue $ 238,916 $ 261,208
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NOTE 14. REVENUE
Net Revenue
Product Sales
Revenue includes sales of merchandise and delivery revenue related to merchandise sold. Substantially all of the Company’s revenue is recognized when control of product passes to customers, which for the U.S. eCommerce, Europe eCommerce, Outfitters and Third Party distribution channels is when the merchandise is received by the customer and for the Retail distribution channel is at the time of sale in the store. The Company recognizes revenue, including shipping and handling fees billed to customers, in the amount expected to be received when control of the Company’s products transfers to customers, and is presented net of various forms of promotions, which range from contractually fixed percentage price reductions to sales returns, discounts and other incentives that may vary in amount. Variable amounts are estimated based on an analysis of historical experience and adjusted as better estimates become available.
The Company’s revenue is disaggregated by distribution channel and geographic location. Revenue by distribution channel is presented in Note 13, Segment Reporting. Revenue by geographic location was:
13 Weeks Ended
(in thousands) May 1, 2026 May 2, 2025
Net revenue:
United States $ 216,055 $ 241,063
Europe 21,026 18,319
Other 1,835 1,826
Total Net revenue $ 238,916 $ 261,208
Licensing Agreements
The Company generates revenue from fulfillment services performed on behalf of third-parties for product sold on the Company’s website and fulfilled from the Company’s distribution center. Revenue is recognized over time as fulfillment services are rendered and is included in Net revenue and reported in the Licensing distribution channel. In certain agreements, the Company agreed to provide marketing activities. The Company receives reimbursement for such services at cost. The amount of these reimbursements are recorded as a reduction of Selling and administrative expenses in the Condensed Consolidated Statements of Operations. The amount of these reimbursements was $2.1 million for the 13 weeks ended May 1, 2026 and $1.6 million for the 13 weeks ended May 2, 2025.
Prior to the closing of the WHP Transaction, the Company also generated royalty revenue from licensing the right to use its trademarks to third parties and reported such revenue in the Licensing distribution channel. The license agreements required the licensees to pay the Company a trademark royalty based on net sales as defined in the license agreements. The Company recognized sales-based royalty revenue (i) when a contractually guaranteed minimum is not expected to be met, the minimum is recognized as revenue on a straight-line basis over the contractual period, or (ii) when the contractually guaranteed minimum is expected to be met, revenue is recognized when the related sales of the licensed product occurs.
Contract Liabilities
Contract liabilities consist of payments received in advance of the transfer of control to the customer. As products are delivered and control transfers, the Company recognizes the deferred revenue in Net revenue in the Condensed Consolidated Statements of Operations. The following table summarizes the deferred revenue associated with payments received in advance of the transfer of control to the customer, reported in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets, and amounts recognized through Net revenue for each period presented. The majority of deferred revenue as of May 1, 2026 is expected to be recognized in Net revenue in the fiscal quarter ending July 31, 2026, as products are delivered to customers.
13 Weeks Ended
(in thousands) May 1, 2026 May 2, 2025
Deferred revenue beginning of period $ 3,019 $ 6,584
Deferred revenue recognized in period (2,806 ) (6,370 )
Revenue deferred in period 10,003 4,835
Deferred revenue end of period $ 10,216 $ 5,049
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Revenue from gift cards is recognized when (i) the gift card is redeemed by the customer for merchandise, or (ii) as gift card breakage, an estimate of gift cards which will not be redeemed where the Company does not have a legal obligation to remit the value of the unredeemed gift cards to the relevant jurisdictions. Gift card breakage is recorded within Net revenue in the Condensed Consolidated Statements of Operations. Prior to their redemption, gift cards are recorded as a liability and included within Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. The liability is estimated based on expected breakage that considers historical patterns of redemption. The following table provides the reconciliation of the contract liability related to gift cards:
13 Weeks Ended
(in thousands) May 1, 2026 May 2, 2025
Balance as of beginning of period $ 31,350 $ 34,746
Gift cards issued 13,817 14,612
Gift cards redeemed (11,180 ) (15,310 )
Gift card breakage (3,180 ) (684 )
Balance as of end of period $ 30,807 $ 33,364
Refund Liabilities
Refund liabilities, primarily associated with product sales returns and retrospective volume rebates, represent variable consideration and are estimated and recorded as a reduction to Net revenue based on historical experience. Refund liabilities, primarily associated with estimated product returns, were $11.6 million, $13.3 million and $14.1 million as of May 1, 2026, May 2, 2025 and January 30, 2026, respectively, and reported in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.
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