Executive bonuses at Lands’ End (NASDAQ: LE) linked to WHP deal closing

Rhea-AI Filing Summary

Lands’ End, Inc. approved special transaction success bonuses for three senior executives in connection with its previously announced transaction with Topco, L.P. (d/b/a WHP Global). CEO Andrew J. McLean will receive a bonus equal to two times his annual base salary, while Bernard McCracken and Peter L. Gray will each receive bonuses equal to 1.5 times their annual base salaries.

The bonuses are contingent on the transaction closing. If it closes, 50% will be paid at closing, 25% on the one-year anniversary of closing, and 25% on December 31, 2027, subject to each executive’s continued employment. If an executive is terminated without “cause” or resigns for “good reason” under their severance agreements, unpaid amounts become payable earlier.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 5, 2026

LANDS’ END, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-09769		36-2512786
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5 Lands’ End Lane Dodgeville, Wisconsin				53595
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (608) 935-9341

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		LE		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with Lands’ End, Inc.’s (the “Company”) previously announced transaction (the “Transaction”) with WH Topco, L.P. (d/b/a WHP Global) as disclosed on the Company’s Form 8-K dated January 26, 2026, on March 5, 2026, the Board of Directors of the Company (the “Board”) approved the grant of transaction success bonuses to each of Andrew J. McLean, Bernard McCracken and Peter L. Gray. Mr. McLean’s transaction success bonus is equal to two (2) times his annual base salary, and each of Messrs. McCracken’s and Gray’s transaction success bonuses are equal to one and one-half (1.5) times their annual base salaries, in each case, less any deductions required to be made under applicable law. Subject to the closing of the Transaction occurring, fifty percent (50%) of the transaction success bonuses will become payable upon the closing, twenty-five percent (25%) will become payable upon the one-year anniversary of the closing and twenty-five percent (25%) will become payable on December 31, 2027, in each case, subject to the executive’s continued employment through the applicable payment date, or will become payable upon the earlier termination of the executive’s employment by the Company without “cause” or by the executive for “good reason” (each as defined in the executive’s severance agreement).

SIGNATURE

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: March 11, 2026		By:	/s/ Peter L. Gray
		Name:	Peter L. Gray
		Title:	President, Lands’ End Licensing, Chief Administrative Officer and General Counsel

1

FAQ

What executive bonuses did Lands’ End (LE) approve related to the WHP Global deal?

Lands’ End approved transaction success bonuses for Andrew J. McLean, Bernard McCracken, and Peter L. Gray. McLean’s bonus equals two times base salary; McCracken and Gray each receive 1.5 times base salary, contingent on the WHP Global transaction closing and employment conditions.

How and when will the Lands’ End (LE) transaction bonuses be paid?

If the WHP Global transaction closes, 50% of each bonus is paid at closing, 25% on the first anniversary of closing, and 25% on December 31, 2027. Payments require continued employment through each date or qualifying termination events under severance agreements.

Which Lands’ End (LE) executives are receiving transaction success bonuses?

The bonuses were granted to CEO Andrew J. McLean, CFO Bernard McCracken, and President, Lands’ End Licensing, Chief Administrative Officer and General Counsel Peter L. Gray. Each award is a multiple of annual base salary and linked to the WHP Global transaction’s closing.

What conditions could accelerate payment of Lands’ End (LE) transaction bonuses?

Unpaid portions of the bonuses may become payable if an executive’s employment ends due to termination by Lands’ End without “cause” or resignation for “good reason,” as defined in their severance agreements. These terms govern when remaining bonus amounts are triggered outside normal payment dates.

Is the Lands’ End (LE) transaction bonus dependent on closing the WHP Global deal?

Yes, the transaction success bonuses are subject to the closing of the transaction with Topco, L.P. (d/b/a WHP Global). Payment of each installment depends on the deal closing and the applicable employment and termination conditions being satisfied for each executive.

Filing Exhibits & Attachments

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
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