Lands’ End, Inc.
A classic American apparel and home-goods retailer, Lands' End sells dependable casual clothing — fleece jackets, Oxford shirts, and its signature Squall parkas — through its catalog, stores, and website. It began in 1963 as a Chicago mail-order business selling sailboat gear, and founder Gary Comer borrowed the name from Land's End, the rocky tip of Cornwall, England, a beloved landmark for sailors. Its durable, hard-wearing staples have made it a family favorite for generations.
10-Q · Quarter ended May 1, 2026 · SEC filing ↗
The original filing sections are available below.
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 Operation…
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 21 Table of Contents •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. 22 Table of Contents 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. 23 Table of Contents 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 24 Table of Contents 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. 25 Table of Contents •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. 26 Table of Contents 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. 27 Table of Contents 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 28 Table of Contents 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. 29 Table of Contents 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. 30 Table of Contents 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. 31 Table of Contents 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. 32 Table of Contents
Foreign Currency Exchange Risk The Company’s international subsidiaries operate with functional currencies other than the U.S. dollar. Since the Company’s Condensed Consolidated Financial Statements are presented in U.S. dollars, the Company must translate all components of thes…
Foreign Currency Exchange Risk The Company’s international subsidiaries operate with functional currencies other than the U.S. dollar. Since the Company’s Condensed Consolidated Financial Statements are presented in U.S. dollars, the Company must translate all components of these financial statements from the functional currencies into U.S. dollars at exchange rates in effect during or at the end of the reporting period. Net revenue generated from the Europe eCommerce distribution channel represented approximately 9% of our total Net revenue during the Year-to-Date 2026. The fluctuation in the value of the U.S. dollar against other currencies affects the reported amounts of net revenue, expenses, assets and liabilities. Assuming a 10% change in foreign currency exchange rates, our Net revenue for Year-to-Date 2026 would have increased or decreased by approximately $2.1 million. Translation gains or losses, which are recorded in other comprehensive income or loss, result from translation of the assets and liabilities of our international subsidiaries into U.S. dollars. Foreign currency translation losses, net, for Year-to-Date 2026 totaled approximately $0.1 million related to our international subsidiaries in United Kingdom and Germany. Additionally, the Company has foreign currency denominated intercompany receivables and payables that when settled result in a transaction gain or loss. A 10% change in foreign currency exchanges rates would not result in a significant transaction gain or loss in earnings. The Company does not utilize financial instruments for trading purposes or hedging and has not used any derivative financial instruments to limit foreign currency exchange rate exposures. The Company does not consider our foreign earnings to be permanently reinvested. As of May 1, 2026, the Company had $7.0 million of cash and cash equivalents denominated in foreign currency, principally in euro, British pound sterling and Hong Kong dollar. Interest Rate Risk The Company is subject to interest rate risk with the ABL Facility, as it requires the Company to pay interest on outstanding borrowings at variable rates. Assuming our ABL Facility was fully drawn to a principal amount equal to $225.0 million, each one percentage point change in interest rates would result in a $2.3 million change in our annual cash interest expense. 33 Table of Contents
Read original filing text →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 111,5…
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. 1 Table of Contents 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. 2 Table of Contents 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. 3 Table of Contents 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 4 Table of Contents 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. 5 Table of Contents 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 6 Table of Contents •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 7 Table of Contents 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. 8 Table of Contents 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: 9 Table of Contents 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: 10 Table of Contents 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 11 Table of Contents 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. 12 Table of Contents 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. 13 Table of Contents 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. 14 Table of Contents 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. 15 Table of Contents 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. 16 Table of Contents 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: 17 Table of Contents 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 18 Table of Contents 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 19 Table of Contents 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. 20 Table of Contents
Read original filing text →The following risk factors supplement and, to the extent inconsistent therewith, supersede the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 2026, filed with the SEC on March 26, 2026. Except as set forth belo…
The following risk factors supplement and, to the extent inconsistent therewith, supersede the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 2026, filed with the SEC on March 26, 2026. Except as set forth below, there have been no material changes to the Company's risk factors as previously disclosed. We have incurred and could continue to incur non-cash charges due to impairment of intangible assets and long-lived assets. As of January 30, 2026, our intangible asset consisted of our trade name, which has since been contributed to a 50/50 joint venture. The trade name is subject to testing for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired, with such testing occurring at the joint venture level. Although impairment testing is conducted within the joint venture, any impairment charge would impact the carrying value of our investment in the joint venture and could result in a corresponding impairment of our equity interest. Any event that impacts our reputation could result in impairment charges for our trade name at the joint venture level, which could adversely affect the value of our investment. Long-lived assets, primarily property and equipment, are also subject to testing for impairment if events or changes in circumstances indicate that the asset might be impaired. A significant amount of judgment is involved in our impairment assessment. If actual results fall short of our estimates and assumptions used in estimating revenue growth, future cash flows and asset fair values, we could incur further impairment charges for intangible assets or long-lived assets, which could have an adverse effect on our results of operations. The failure to maintain our license agreement relating to the Lands’ End brand could have a material adverse impact on our business. Upon the closing of the WHP Transaction, we entered into a license agreement (as amended from time to time, the “License Agreement”) with the JV, pursuant to which we received a license to continue to operate our existing business in the territories where we primarily operate, subject to the terms of the License Agreement. Under the License Agreement, we are obligated to pay to the JV minimum royalties 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. The license rights are limited to specific territories, as well as exclusive within specified trade channels with respect to certain core products and non-exclusive with respect to other categories of licensed products. 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. Currently, it is anticipated that our revenues will be generated solely from sales of products pursuant to the License Agreement. We are required under the License Agreement to make royalty payments based on our sales. These payments will be no less than the minimum payments required. These minimum payment obligations may adversely affect our liquidity and results of operations, particularly during periods of reduced sales or adverse market conditions, where the minimum payments may exceed the actual amounts we would otherwise owe to the JV. If we do not satisfy our financial obligations under the License Agreement, the JV has the right to terminate the license, subject to specified cure periods. Termination of the License Agreement would result in termination of substantially all rights necessary to operate our business using the “Lands’ End” brand, would significantly impair our ability to operate our business as currently conducted and could have a material adverse effect on our results of operations. If we are unable to protect or preserve the image of our brands, our reputation and our intellectual property rights, our business may be adversely affected. Following the closing of the WHP Transaction, our intellectual property, including our trade name, is held by the JV, and the JV is responsible for maintaining and protecting it. While the JV bears responsibility for the management of these assets, we remain exposed to risks associated with the brand's reputation and the JV's ability to preserve and protect it. Efforts by the JV to pursue licensing and wholesale relationships with third parties increases the risk of brand damage. If third parties do not adhere to certain brand standards, or if there is a failure to maintain the image of the brand due to actions by other licensees, merchandise and service quality issues, adverse publicity, governmental investigations or litigation, or other reasons, the Lands' End brand and reputation could be damaged, which could adversely affect our business and the value of our investment in the JV. Third parties may sue us or the JV for alleged infringement of their proprietary rights. The party claiming infringement might have greater resources than we or the JV do to pursue its claims, and we or the JV could be forced to incur substantial costs and devote 36 Table of Contents significant management resources to defend against such litigation. If the party claiming infringement were to prevail, we or the JV could be forced to discontinue the use of the related trademark or design, pay significant damages, or enter into expensive royalty or other arrangements with the prevailing party, assuming these royalty or other arrangements are economically feasible, which they may not be. Failure to realize the benefits of the WHP Transaction could result in adverse effects on our business. On January 26, 2026, we announced the WHP Transaction, pursuant to which, among other things, we agreed to contribute 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, to a wholly owned entity and to sell a 50% interest in that entity to WHP Global for $300 million in cash. The WHP Transaction closed in the first quarter of 2026. The success of this transaction is dependent upon, among other things, our ability to realize the full extent of the expected benefits of the transaction, including if we exchange our JV interest for an interest in WHP Global, which may occur under certain circumstances. Risks associated with the transaction include: •unexpected costs, charges or expenses resulting from the transaction; •risks related to the disruption of management time from ongoing business operations due to the transaction; •uncertainty of the expected financial performance of the JV following completion of the transaction; •risks related to our ability to realize the anticipated benefits of the transaction; •the ability of the JV to implement its business strategy; •risks relating to the occurrence of an exchange event, which is out of our control, to realize value from our exchange rights, and the possibility that such exchange event may never occur, or if it does occur, the possibility that it occurs on unfavorable terms, including economic terms; •the possibility that any exchange event could be structured in a manner and on terms and conditions that are disadvantageous to us and our stockholders; •the possibility that one or more of the agreements governing the WHP Transaction may contain provisions that are difficult to enforce and the possibility of legal disputes with WHP Global and its affiliates that could delay realization of the full benefits of the transaction; •the possibility that the contribution of our intellectual property into the JV may not achieve the anticipated results, particularly if such intellectual property is not monetized effectively; •the risk that WHP Global’s past performance may not be representative of future results; and •the risk that litigation in connection with the transaction or other litigation, settlements or investigations may result in significant costs of defense, indemnification and liability. 37 Table of Contents ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Issuer Purchases of Equity Securities The following table presents a month-to-month summary of information with respect to purchases of common stock made during First Quarter 2026 pursuant to the 2026 Share Repurchase Program announced on April 1, 2026: Period Total Number of Shares Purchased (1) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3) Approximate Dollar Value (in thousands) of Shares that May Yet Be Purchased Under the Plans or Programs (3) January 31 - February 27 — $ — — $ — February 28 - April 3 — $ — — $ 100,000 April 4 - May 1 25,640 $ 10.71 25,640 $ 99,725 Total 25,640 $ 10.71 25,640 1.All shares of common stock were retired following purchase. 2.Average price paid per share excludes broker commissions and taxes. 3.On April 1, 2026, the Company announced that its Board of Directors authorized the Company to repurchase up to $100.0 million of the Company’s common stock through March 31, 2029 (the “2026 Share Repurchase Program”). The 2026 Share Repurchase Program may be suspended or discontinued at any time.
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