Lands' End, INC. 8-K Filing

Ticker: LE · Form: 8-K · Filed: Apr 1, 2026 · CIK: 0000799288

Sentiment: neutral

Filing Stats: 4,044 words · 16 min read · ~13 pages · Grade level 16.2 · Accepted 2026-04-01 09:03:03

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Limited Liability Company Agreement At the closing of the Transactions, Sellers, LE Topco, WHP and WHP Topco entered into the amended and restated limited liability company agreement of LE Topco among LE Topco, Sellers, WHP and, solely for purposes of certain sections enumerated therein, WHP Topco (the " LLCA "), pursuant to which LE Topco has a single class of membership interests consisting of Class A Units (the " Units "), with Sellers owning 50% of the Units and WHP owning 50% of the Units. Pursuant to the LLCA, LE Topco is governed by a board of managers (the " LE Topco Board ") consisting of four managers, with two managers appointed by each of WHP and Sellers. Managers appointed by WHP collectively have an extra vote permitting WHP to control decisions of the LE Topco Board, which is subject to change in the future based on the relative ownership percentages of WHP and Sellers in LE Topco. Sellers' Units may be exchanged for WHP Topco Units (as defined in the LLCA) in connection with the following WHP Topco monetization events as described below and subject to the terms and conditions set forth in the LLCA: In an initial public offering, direct listing or de-SPAC of WHP Topco, where WHP's enterprise value-to-EBITDA multiple (the " Exchange Reference Multiple "), when calculated based on the WHP listing price, is equal to or greater than 13, then the Company can elect to exchange Sellers' Units for WHP Topco Units or WHP can force Sellers' Units to be exchanged for WHP Topco Units. If the Exchange Reference Multiple is less than 13, then the Company can elect to exchange Sellers' Units for WHP Topco Units; In a change of control of WHP Topco, where WHP's Exchange Reference Multiple (counting only cash, public securities or other specified consideration) implied by the transaction is equal to or greater than the Minimum Multiple (as defined below), then the Company is required to exchange Sellers'

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. At the closing of the Transactions, the Company prepaid all amounts outstanding under, and terminated, that certain Term Loan Credit Agreement (the " Term Loan Credit Agreement "), dated as of December 29, 2023, among the Company, as the borrower, Blue Torch Finance LLC, as administrative agent and collateral agent (the " Agent "), and the lenders party thereto, and terminated that certain Guaranty and Security Agreement (the " Guaranty and Security Agreement "), dated as of December 29, 2023, among the Company, the other grantors party thereto and the Agent. The material terms of the Term Loan Credit Agreement and the Guaranty and Security Agreement are described under Item 1.01 in the Company's Form 8-K, filed with the Securities and Exchange Commission on January 3, 2024, and incorporated by reference herein.

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. The Units sold to WHP in connection with the Membership Interests Purchase were not registered under the U.S. Securities Act of 1933 (the " Securities Act "), and were issued in reliance on the exemption from registration requirements provided by Section 4(a)(2) of the Securities Act.

01. Regulation FD Disclosure

Item 7. 01. Regulation FD Disclosure. On April 1, 2026, the Company issued a press release announcing the completion of the Transactions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Company, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to this filing. The information in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The furnishing of this information shall not be deemed an admission as to the materiality of any such information. 3

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 2.1* 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 herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed January 26, 2026).* 2.2 Amended and Restated Limited Liability Company Agreement, dated as of April 1, 2026, by and among Lands' End, Inc., Lands' End Direct Merchants, Inc., WHP Topco, L.P., LEWHP, LLC and LE Topco, LLC.* 2.3 License Agreement, dated as of April 1, 2026, by and among Lands' End, Inc., Lands' End Direct Merchants, Inc. and LE Topco, LLC.* 2.4 Voting and Support Agreement, dated as of April 1, 2026, by and among Lands' End, Inc., Edward S. Lampert and related funds.* 2.5 Voting and Support Agreement, dated as of April 1, 2026, by and among Lands' End, Inc. and LEWHP, LLC.* 99.1 Press Release, dated as of April 1, 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and similar attachments omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

Forward-Looking Statements

Forward-Looking Statements This communication contains forward-looking statements that involve risks and uncertainties, including statements regarding the Transactions and the expected results and benefits of the Transactions. These forward-looking "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. 4 These forward-looking statements are based on beliefs and assumptions made by the Company's management using currently available information. These statements are only predictions and are not guarantees of future performance, actions or events. These forward-looking statements are subject to risks and uncertainties. If one or more of these risks or uncertainties materialize, or if the Company management's underlying beliefs and assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: risks related to the Company's ability to realize the anticipated benefits of the Transactions, including the possibility that the expected benefits from the Transactions will not be realized or will not be realized within the expected time period; the ability of the JV to implement its business strategy; negative effects of the consummation of the Transactions on the market price of the Company's common stock and/or the Company's operating results, including current or future business; risks associated with potential significant volatility and fluctuations in the market pric

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LANDS' END, INC. Date: April 1, 2026 By: /s/ Peter L. Gray Name: Peter L. Gray Title: President, Lands' End Licensing, Chief Administrative Officer and General Counsel 6

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