Form SCHEDULE 13D/A LANDS' END, INC. Filed by: LAMPERT EDWARD S
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 31)*
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Lands' End, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
Bruce Newsome, Esq. Haynes and Boone, LLP, 2801 N. Harwood Street, Suite 2300 Dallas, TX, 75201 (214) 651-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/01/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Edward S. Lampert | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
15,815,723.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
51.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The figures in Items 7, 9, 11, and 13 include (i) 1,798 shares of common stock, par value $0.01 per share (the "Common Stock"), of Lands' End, Inc., a Delaware corporation (the "Issuer") held in the Liability Accounts controlled by ESL Partners, L.P., a Delaware limited partnership ("ESL"), which Mr. Lampert may be deemed to indirectly beneficially own as the Chairman, Executive Officer and Director of ESL Investments, Inc., a Delaware corporation ("Investments"), (ii) 15,806,919 shares of Common Stock held by Mr. Lampert, (iii) 3,503 shares of Common Stock held by The Nicholas Floyd Lampert 2015 Trust ("The Nicholas Trust"), and (iv) 3,503 shares of Common Stock held by The Nina Rose Lampert 2015 Trust ("The Nina Trust" and, together with The Nicholas Trust, the "Trusts"). With respect to (i), RBS Partners, L.P., a Delaware limited partnership ("RBS"), is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, ESL; Investments is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, RBS; and Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities beneficially owned by, Investments. With respect to (iii) and (iv), Mr. Lampert may be deemed to have beneficial ownership of securities owned by the Trusts.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
ESL Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,798.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.01 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The figures included above reflect 1,798 shares of Common Stock of the Issuer held in the Liability Accounts controlled by ESL.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
RBS Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,798.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.01 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The figures included above reflect 1,798 shares of Common Stock of the Issuer held in the Liability Accounts controlled by ESL. RBS is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, ESL.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
ESL Investments, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,798.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.01 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The figures included above reflect 1,798 shares of Common Stock of the Issuer held in the Liability Accounts controlled by ESL. RBS is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, ESL. Investments is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, RBS.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Lands' End, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1 Lands' End Lane, Dodgeville,
WISCONSIN
, 53595. | |
Item 1 Comment:
This Amendment No. 31 to Schedule 13D (this "Amendment") amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL, RBS, Investments, and Edward S. Lampert, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission ("SEC"). | ||
| Item 4. | Purpose of Transaction | |
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 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated in its entirety as follows:
(a) "The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto. With respect to Item 13, this number is based upon 30,751,337 shares of Common Stock outstanding as of March 23, 2026, as disclosed in the Issuer's Annual Report on Form 10-K for the fiscal year ended January 30, 2026, that was filed by the Issuer with the Securities and Exchange Commission on March 26, 2026.
Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer." | |
| (b) | Item 5(b) is hereby amended and restated in its entirety as follows:
(b) "Number of shares as to which the Reporting Person has:
(i) sole power to vote or to direct the vote:
See Item 7 on the cover page(s) hereto.
(ii) shared power to vote or to direct the vote:
See Item 8 on the cover page(s) hereto.
(iii) sole power to dispose or to direct the disposition of:
See Item 9 on the cover page(s) hereto.
(iv) shared power to dispose or to direct the disposition of:
See Item 10 on the cover page(s) hereto."
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| (c) | Item 5(c) is hereby amended and restated in its entirety as follows: "(c) Other than as set forth in Item 4 of this Amendment, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less." | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented as follows:
"The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference." | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended and supplemented as follows:
"99.11 - Membership Interest Purchase Agreement, dated as of January 26, 2026, by and among Lands' End, Inc., Lands' End Direct Merchants, Inc., WH Borrower, LLC, WHP Topco, L.P. and LEWHP LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on January 26, 2026, by the Issuer with the SEC).
99.12 - Current Report on Form 8-K, dated April 1, 2026 (incorporated by reference to the Issuer's Current Report on Form 8-K filed on April 1, 2026, by the Issuer with the SEC).
99.13 - Voting and Support Agreement, dated as of April 1, 2026, by and among the Issuer, Edward S. Lampert and related funds (incorporated by reference to Exhibit 2.4 to the Issuer's Current Report on Form 8-K filed on April 1, 2026, by the Issuer with the SEC)." | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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