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.
Item 4 is hereby amended and supplemented as follows: "On April 1, 2026, the Issuer announced, in a Current Report on Form 8-K (the "Closing 8-K"), that the transactions contemplated by the previously disclosed MIPA entered into by the Issuer, WHP Topco, and certain affiliates thereof on January 26, 2026, including the tender offer that WHP Topco agreed therein to commence (the "Tender Offer"), had closed, as further described in the Closing 8-K. At the closing of the transactions contemplated by the MIPA on April 1, 2026, certain of the Reporting Persons entered into the previously disclosed Voting Agreement with the Issuer. The Voting Agreement provides, among other things, that the applicable Reporting Persons will vote all of their shares of Common Stock held at the relevant time in favor of certain monetization events of WH Topco, as described further in the Closing 8-K, on the terms and subject to the conditions set forth in the Voting Agreement. Following the expiration of the Tender Offer, LEWHP LLC, a Delaware limited liability company and wholly owned indirect subsidiary of WHP Topco, accepted for purchase, at a price of $45.00 per share, 1,300,653 shares of Common Stock from the Reporting Persons in the aggregate. The 1,300,653 shares of Common Stock sold by the Reporting Persons as a result of the Tender Offer included (i) 1,299,929 shares of Common Stock tendered by Mr. Lampert; (ii) 576 shares of Common Stock tendered by the Trusts; and (iii) 148 shares of Common Stock tendered with respect to the Liability Accounts. Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies or other factors, the Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Common Stock, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time. The foregoing descriptions of the MIPA, the Closing 8-K, and the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the MIPA, the Issuer's current report on Form 8-K, dated April 1, 2026, and the full text of the Voting Agreement, which are each incorporated herein by reference to Exhibit 99.11, Exhibit 99.12, and Exhibit 99.13 to this Amendment, respectively."
Item 4 is hereby amended and supplemented as follows: "On April 1, 2026, the Issuer announced, in a Current Report on Form 8-K (the "Closing 8-K"), that the transactions contemplated by the previously disclosed MIPA entered into by the Issuer, WHP Topco, and certain affiliates thereof on January 26, 2026, including the tender offer that WHP Topco agreed therein to commence (the "Tender Offer"), had closed, as further described in the Closing 8-K. At the closing of the transactions contemplated by the MIPA on April 1, 2026, certain of the Reporting Persons entered into the previously disclosed Voting Agreement with the Issuer. The Voting Agreement provides, among other things, that the applicable Reporting Persons will vote all of their shares of Common Stock held at the relevant time in favor of certain monetization events of WH Topco, as described further in the Closing 8-K, on the terms and subject to the conditions set forth in the Voting Agreement. Following the expiration of the Tender Offer, LEWHP LLC, a Delaware limited liability company and wholly owned indirect subsidiary of WHP Topco, accepted for purchase, at a price of $45.00 per share, 1,300,653 shares of Common Stock from the Reporting Persons in the aggregate. The 1,300,653 shares of Common Stock sold by the Reporting Persons as a result of the Tender Offer included (i) 1,299,929 shares of Common Stock tendered by Mr. Lampert; (ii) 576 shares of Common Stock tendered by the Trusts; and (iii) 148 shares of Common Stock tendered with respect to the Liability Accounts. Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies or other factors, the Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Common Stock, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time. The foregoing descriptions of the MIPA, the Closing 8-K, and the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the MIPA, the Issuer's current report on Form 8-K, dated April 1, 2026, and the full text of the Voting Agreement, which are each incorporated herein by reference to Exhibit 99.11, Exhibit 99.12, and Exhibit 99.13 to this Amendment, respectively."
Item 4 is hereby amended and supplemented as follows: "On April 1, 2026, the Issuer announced, in a Current Report on Form 8-K (the "Closing 8-K"), that the transactions contemplated by the previously disclosed MIPA entered into by the Issuer, WHP Topco, and certain affiliates thereof on January 26, 2026, including the tender offer that WHP Topco agreed therein to commence (the "Tender Offer"), had closed, as further described in the Closing 8-K. At the closing of the transactions contemplated by the MIPA on April 1, 2026, certain of the Reporting Persons entered into the previously disclosed Voting Agreement with the Issuer. The Voting Agreement provides, among other things, that the applicable Reporting Persons will vote all of their shares of Common Stock held at the relevant time in favor of certain monetization events of WH Topco, as described further in the Closing 8-K, on the terms and subject to the conditions set forth in the Voting Agreement. Following the expiration of the Tender Offer, LEWHP LLC, a Delaware limited liability company and wholly owned indirect subsidiary of WHP Topco, accepted for purchase, at a price of $45.00 per share, 1,300,653 shares of Common Stock from the Reporting Persons in the aggregate. The 1,300,653 shares of Common Stock sold by the Reporting Persons as a result of the Tender Offer included (i) 1,299,929 shares of Common Stock tendered by Mr. Lampert; (ii) 576 shares of Common Stock tendered by the Trusts; and (iii) 148 shares of Common Stock tendered with respect to the Liability Accounts. Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies or other factors, the Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Common Stock, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time. The foregoing descriptions of the MIPA, the Closing 8-K, and the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the MIPA, the Issuer's current report on Form 8-K, dated April 1, 2026, and the full text of the Voting Agreement, which are each incorporated herein by reference to Exhibit 99.11, Exhibit 99.12, and Exhibit 99.13 to this Amendment, respectively."
Item 4 is hereby amended and supplemented as follows: "On April 1, 2026, the Issuer announced, in a Current Report on Form 8-K (the "Closing 8-K"), that the transactions contemplated by the previously disclosed MIPA entered into by the Issuer, WHP Topco, and certain affiliates thereof on January 26, 2026, including the tender offer that WHP Topco agreed therein to commence (the "Tender Offer"), had closed, as further described in the Closing 8-K. At the closing of the transactions contemplated by the MIPA on April 1, 2026, certain of the Reporting Persons entered into the previously disclosed Voting Agreement with the Issuer. The Voting Agreement provides, among other things, that the applicable Reporting Persons will vote all of their shares of Common Stock held at the relevant time in favor of certain monetization events of WH Topco, as described further in the Closing 8-K, on the terms and subject to the conditions set forth in the Voting Agreement. Following the expiration of the Tender Offer, LEWHP LLC, a Delaware limited liability company and wholly owned indirect subsidiary of WHP Topco, accepted for purchase, at a price of $45.00 per share, 1,300,653 shares of Common Stock from the Reporting Persons in the aggregate. The 1,300,653 shares of Common Stock sold by the Reporting Persons as a result of the Tender Offer included (i) 1,299,929 shares of Common Stock tendered by Mr. Lampert; (ii) 576 shares of Common Stock tendered by the Trusts; and (iii) 148 shares of Common Stock tendered with respect to the Liability Accounts. Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies or other factors, the Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Common Stock, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time. The foregoing descriptions of the MIPA, the Closing 8-K, and the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the MIPA, the Issuer's current report on Form 8-K, dated April 1, 2026, and the full text of the Voting Agreement, which are each incorporated herein by reference to Exhibit 99.11, Exhibit 99.12, and Exhibit 99.13 to this Amendment, respectively."
Item 4 is hereby amended and supplemented as follows: "In connection with the process to explore strategic alternatives announced by the Issuer on March 7, 2025, the Reporting Persons have agreed with the Issuer in a letter agreement attached as Exhibit 99.9 hereto (the "Letter Agreement") to abide by the restrictions applicable to affiliates of the Issuer set forth in a limited duration exclusivity agreement that was entered into by the Issuer with a counterparty. The Reporting Persons have not made any definitive determinations in respect of any transaction involving the Common Stock owned by the Reporting Persons and there can be no assurances that any such transaction will be agreed to or consummated. The Reporting Persons reserve the right to pursue, modify or abandon any such discussions at any time, or to consider other strategic alternatives for its shares of Common Stock, including as described in the February 24 Letter previously disclosed by the Reporting Persons as Exhibit 99.8 hereto on February 25, 2025. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the February 24 Letter filed as Exhibit 99.8 hereto, and the Letter Agreement filed as Exhibit 99.9 hereto."
Item 4 is hereby amended and supplemented as follows: "In connection with the process to explore strategic alternatives announced by the Issuer on March 7, 2025, the Reporting Persons have agreed with the Issuer in a letter agreement attached as Exhibit 99.9 hereto (the "Letter Agreement") to abide by the restrictions applicable to affiliates of the Issuer set forth in a limited duration exclusivity agreement that was entered into by the Issuer with a counterparty. The Reporting Persons have not made any definitive determinations in respect of any transaction involving the Common Stock owned by the Reporting Persons and there can be no assurances that any such transaction will be agreed to or consummated. The Reporting Persons reserve the right to pursue, modify or abandon any such discussions at any time, or to consider other strategic alternatives for its shares of Common Stock, including as described in the February 24 Letter previously disclosed by the Reporting Persons as Exhibit 99.8 hereto on February 25, 2025. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the February 24 Letter filed as Exhibit 99.8 hereto, and the Letter Agreement filed as Exhibit 99.9 hereto."
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| FMZ Strategies LLC | 13G/APassive | 3.3% | 1.00M | Apr 13, 2026 |
| Edward S. Lampert | 13D/AActivist | 51.4% | 15.82M | Apr 3, 2026 |
Item 4 is hereby amended and supplemented as follows: "On April 1, 2026, the Issuer announced, in a Current Report on Form 8-K (the "Closing 8-K"), that the transactions contemplated by the previously disclosed MIPA entered into by the Issuer, WHP Topco, and certain affiliates thereof on January 26, 2026, including the tender offer that WHP Topco agreed therein to commence (the "Tender Offer"), had closed, as further described in the Closing 8-K. At the closing of the transactions contemplated by the MIPA on April 1, 2026, certain of the Reporting Persons entered into the previously disclosed Voting Agreement with the Issuer. The Voting Agreement provides, among other things, that the applicable Reporting Persons will vote all of their shares of Common Stock held at the relevant time in favor of certain monetization events of WH Topco, as described further in the Closing 8-K, on the terms and subject to the conditions set forth in the Voting Agreement. Following the expiration of the Tender Offer, LEWHP LLC, a Delaware limited liability company and wholly owned indirect subsidiary of WHP Topco, accepted for purchase, at a price of $45.00 per share, 1,300,653 shares of Common Stock from the Reporting Persons in the aggregate. The 1,300,653 shares of Common Stock sold by the Reporting Persons as a result of the Tender Offer included (i) 1,299,929 shares of Common Stock tendered by Mr. Lampert; (ii) 576 shares of Common Stock tendered by the Trusts; and (iii) 148 shares of Common Stock tendered with respect to the Liability Accounts. Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies or other factors, the Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Common Stock, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time. The foregoing descriptions of the MIPA, the Closing 8-K, and the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the MIPA, the Issuer's current report on Form 8-K, dated April 1, 2026, and the full text of the Voting Agreement, which are each incorporated herein by reference to Exhibit 99.11, Exhibit 99.12, and Exhibit 99.13 to this Amendment, respectively." | ||||
| ESL Partners, L.P. | 13D/AActivist | 0.01% | 1.8K | Apr 3, 2026 |
Item 4 is hereby amended and supplemented as follows: "On April 1, 2026, the Issuer announced, in a Current Report on Form 8-K (the "Closing 8-K"), that the transactions contemplated by the previously disclosed MIPA entered into by the Issuer, WHP Topco, and certain affiliates thereof on January 26, 2026, including the tender offer that WHP Topco agreed therein to commence (the "Tender Offer"), had closed, as further described in the Closing 8-K. At the closing of the transactions contemplated by the MIPA on April 1, 2026, certain of the Reporting Persons entered into the previously disclosed Voting Agreement with the Issuer. The Voting Agreement provides, among other things, that the applicable Reporting Persons will vote all of their shares of Common Stock held at the relevant time in favor of certain monetization events of WH Topco, as described further in the Closing 8-K, on the terms and subject to the conditions set forth in the Voting Agreement. Following the expiration of the Tender Offer, LEWHP LLC, a Delaware limited liability company and wholly owned indirect subsidiary of WHP Topco, accepted for purchase, at a price of $45.00 per share, 1,300,653 shares of Common Stock from the Reporting Persons in the aggregate. The 1,300,653 shares of Common Stock sold by the Reporting Persons as a result of the Tender Offer included (i) 1,299,929 shares of Common Stock tendered by Mr. Lampert; (ii) 576 shares of Common Stock tendered by the Trusts; and (iii) 148 shares of Common Stock tendered with respect to the Liability Accounts. Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies or other factors, the Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Common Stock, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time. The foregoing descriptions of the MIPA, the Closing 8-K, and the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the MIPA, the Issuer's current report on Form 8-K, dated April 1, 2026, and the full text of the Voting Agreement, which are each incorporated herein by reference to Exhibit 99.11, Exhibit 99.12, and Exhibit 99.13 to this Amendment, respectively." | ||||
| RBS Partners, L.P. | 13D/AActivist | 0.01% | 1.8K | Apr 3, 2026 |
Item 4 is hereby amended and supplemented as follows: "On April 1, 2026, the Issuer announced, in a Current Report on Form 8-K (the "Closing 8-K"), that the transactions contemplated by the previously disclosed MIPA entered into by the Issuer, WHP Topco, and certain affiliates thereof on January 26, 2026, including the tender offer that WHP Topco agreed therein to commence (the "Tender Offer"), had closed, as further described in the Closing 8-K. At the closing of the transactions contemplated by the MIPA on April 1, 2026, certain of the Reporting Persons entered into the previously disclosed Voting Agreement with the Issuer. The Voting Agreement provides, among other things, that the applicable Reporting Persons will vote all of their shares of Common Stock held at the relevant time in favor of certain monetization events of WH Topco, as described further in the Closing 8-K, on the terms and subject to the conditions set forth in the Voting Agreement. Following the expiration of the Tender Offer, LEWHP LLC, a Delaware limited liability company and wholly owned indirect subsidiary of WHP Topco, accepted for purchase, at a price of $45.00 per share, 1,300,653 shares of Common Stock from the Reporting Persons in the aggregate. The 1,300,653 shares of Common Stock sold by the Reporting Persons as a result of the Tender Offer included (i) 1,299,929 shares of Common Stock tendered by Mr. Lampert; (ii) 576 shares of Common Stock tendered by the Trusts; and (iii) 148 shares of Common Stock tendered with respect to the Liability Accounts. Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies or other factors, the Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Common Stock, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time. The foregoing descriptions of the MIPA, the Closing 8-K, and the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the MIPA, the Issuer's current report on Form 8-K, dated April 1, 2026, and the full text of the Voting Agreement, which are each incorporated herein by reference to Exhibit 99.11, Exhibit 99.12, and Exhibit 99.13 to this Amendment, respectively." | ||||
| ESL Investments, Inc. | 13D/AActivist | 0.01% | 1.8K | Apr 3, 2026 |
Item 4 is hereby amended and supplemented as follows: "On April 1, 2026, the Issuer announced, in a Current Report on Form 8-K (the "Closing 8-K"), that the transactions contemplated by the previously disclosed MIPA entered into by the Issuer, WHP Topco, and certain affiliates thereof on January 26, 2026, including the tender offer that WHP Topco agreed therein to commence (the "Tender Offer"), had closed, as further described in the Closing 8-K. At the closing of the transactions contemplated by the MIPA on April 1, 2026, certain of the Reporting Persons entered into the previously disclosed Voting Agreement with the Issuer. The Voting Agreement provides, among other things, that the applicable Reporting Persons will vote all of their shares of Common Stock held at the relevant time in favor of certain monetization events of WH Topco, as described further in the Closing 8-K, on the terms and subject to the conditions set forth in the Voting Agreement. Following the expiration of the Tender Offer, LEWHP LLC, a Delaware limited liability company and wholly owned indirect subsidiary of WHP Topco, accepted for purchase, at a price of $45.00 per share, 1,300,653 shares of Common Stock from the Reporting Persons in the aggregate. The 1,300,653 shares of Common Stock sold by the Reporting Persons as a result of the Tender Offer included (i) 1,299,929 shares of Common Stock tendered by Mr. Lampert; (ii) 576 shares of Common Stock tendered by the Trusts; and (iii) 148 shares of Common Stock tendered with respect to the Liability Accounts. Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies or other factors, the Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Common Stock, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time. The foregoing descriptions of the MIPA, the Closing 8-K, and the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the MIPA, the Issuer's current report on Form 8-K, dated April 1, 2026, and the full text of the Voting Agreement, which are each incorporated herein by reference to Exhibit 99.11, Exhibit 99.12, and Exhibit 99.13 to this Amendment, respectively." | ||||
| LEWHP, LLC | 13GPassive | 7.2% | 2.22M | Apr 2, 2026 |
| WH Topco, L.P. | 13GPassive | 7.2% | 2.22M | Apr 2, 2026 |
| TISCH THOMAS J | 13G/APassive | 4.9% | 1.50M | Jan 9, 2026 |
| Edward S. Lampert | 13D/AActivist | 56.2% | 17.12M | Aug 25, 2025 |
Item 4 is hereby amended and supplemented as follows: "In connection with the process to explore strategic alternatives announced by the Issuer on March 7, 2025, the Reporting Persons have agreed with the Issuer in a letter agreement attached as Exhibit 99.9 hereto (the "Letter Agreement") to abide by the restrictions applicable to affiliates of the Issuer set forth in a limited duration exclusivity agreement that was entered into by the Issuer with a counterparty. The Reporting Persons have not made any definitive determinations in respect of any transaction involving the Common Stock owned by the Reporting Persons and there can be no assurances that any such transaction will be agreed to or consummated. The Reporting Persons reserve the right to pursue, modify or abandon any such discussions at any time, or to consider other strategic alternatives for its shares of Common Stock, including as described in the February 24 Letter previously disclosed by the Reporting Persons as Exhibit 99.8 hereto on February 25, 2025. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the February 24 Letter filed as Exhibit 99.8 hereto, and the Letter Agreement filed as Exhibit 99.9 hereto." | ||||
| ESL Partners, L.P. | 13D/AActivist | 0.1% | 1.9K | Aug 25, 2025 |
Item 4 is hereby amended and supplemented as follows: "In connection with the process to explore strategic alternatives announced by the Issuer on March 7, 2025, the Reporting Persons have agreed with the Issuer in a letter agreement attached as Exhibit 99.9 hereto (the "Letter Agreement") to abide by the restrictions applicable to affiliates of the Issuer set forth in a limited duration exclusivity agreement that was entered into by the Issuer with a counterparty. The Reporting Persons have not made any definitive determinations in respect of any transaction involving the Common Stock owned by the Reporting Persons and there can be no assurances that any such transaction will be agreed to or consummated. The Reporting Persons reserve the right to pursue, modify or abandon any such discussions at any time, or to consider other strategic alternatives for its shares of Common Stock, including as described in the February 24 Letter previously disclosed by the Reporting Persons as Exhibit 99.8 hereto on February 25, 2025. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the February 24 Letter filed as Exhibit 99.8 hereto, and the Letter Agreement filed as Exhibit 99.9 hereto." | ||||