Lands' End (LE) CEO mixes RSU awards, tax withholding and $45 tender sale
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
LANDS' END, INC. Chief Executive Officer Andrew J. McLean reported a mix of equity transactions on April 1, 2026. He exercised 22,281 Restricted Stock Units, receiving the same number of common shares, and was granted an additional 27,500 RSUs and 27,500 common shares as awards.
On the same date, McLean sold 16,918 common shares at $45.00 per share into a tender offer by LEWHP, LLC, as described in the offer documents. The company also withheld a total of 23,398 shares at a value of $11.56 per share to cover tax obligations related to RSU vesting.
Following these transactions, McLean directly holds 232,102 common shares and 351,890 RSUs, which are scheduled to vest over multiple future dates, including June 14, 2026; April 1, 2027; December 31, 2027; March 24, 2027 and 2028; and March 23, 2027, 2028 and 2029, subject to continued service and other vesting conditions.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 16,918 shares ($761,310)
Net Sell
7 txns
Insider
McLean Andrew J.
Role
Chief Executive Officer
Sold
16,918 shs ($761K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 22,281 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 27,500 | $0.00 | -- |
| Sale | Common Stock | 16,918 | $45.00 | $761K |
| Exercise | Common Stock | 22,281 | $0.00 | -- |
| Tax Withholding | Common Stock | 10,473 | $11.56 | $121K |
| Grant/Award | Common Stock | 27,500 | $0.00 | -- |
| Tax Withholding | Common Stock | 12,925 | $11.56 | $149K |
Holdings After Transaction:
Restricted Stock Units — 324,390 shares (Direct);
Common Stock — 205,719 shares (Direct)
Footnotes (1)
- Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of common stock upon satisfaction of the vesting conditions. Shares withheld by the issuer to satisfy reporting person's tax withholding obligation incurred in connection with the vesting of RSUs. Shares sold pursuant to the tender offer by LEWHP, LLC, a wholly owned indirect subsidiary of WH Topco, L.P., to purchase up to 2,222,222 of the outstanding shares of common stock of the Registrant, in exchange for $45.00 per share in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 26, 2026 (as amended), and the related Letter of Transmittal. Shares issued upon the April 1, 2026 closing (the "Closing") of the Membership Interest Purchase Agreement by and among the Registrant, Lands' End Direct Merchants, Inc., WH Borrower, LLC, WH Topco, L.P., and LEWHP LLC, dated January 26, 2026, pursuant to the performance-based RSUs awarded on April 4, 2025, as modified March 5, 2026 (the "Retention Award"). Pursuant to the terms of the Retention Award, fifty percent (50%) of the Retention Award vested upon the Closing, twenty-five percent (25%) will vest upon the one-year anniversary of the Closing and twenty-five percent (25%) will vest on December 31, 2027, subject in each case to the satisfaction of vesting conditions, including maintaining a continuous business relationship through the applicable vesting date. This RSU award was granted on April 1, 2024, with vesting in three installments on April 1, 2025 (25%), April 1, 2026 (25%) and April 1, 2027 (50%). Pursuant to the terms of the Retention Award 13,750 shares will vest on April 1, 2027 and 13,750 shares will vest on December 31, 2027, subject in each case to the satisfaction of vesting conditions, including maintaining a continuous business relationship through the applicable vesting date. Of the total number of RSUs, 73,770 shares will vest on June 14, 2026; 44,562 shares will vest on April 1, 2027; 26,985 shares will vest on March 24, 2027 and 53,970 shares will vest on March 24, 2028; 31,275 shares will vest on March 23, 2027, 31,276 shares will vest on March 23, 2028 and 62,552 shares will vest on March 23, 2029; and 13,750 shares will vest on April 1, 2027 and 13,750 shares will vest on December 31, 2027, subject in each case to the satisfaction of vesting conditions, including maintaining a continuous business relationship through the applicable vesting date.
Key Figures
RSUs exercised: 22,281 RSUs
New RSU grant: 27,500 RSUs
Common shares sold: 16,918 shares at $45.00
+4 more
7 metrics
RSUs exercised
22,281 RSUs
Converted into 22,281 common shares on April 1, 2026
New RSU grant
27,500 RSUs
Grant/award acquisition on April 1, 2026
Common shares sold
16,918 shares at $45.00
Sale into LEWHP, LLC tender offer on April 1, 2026
Tax withholding shares
23,398 shares at $11.56
Shares withheld to satisfy tax obligations on RSU vesting
Post-transaction common shares
232,102 shares
Direct common stock holdings after reported transactions
Post-transaction RSUs
351,890 RSUs
Total Restricted Stock Units outstanding after transactions
Tender offer size
2,222,222 shares at $45.00
Maximum shares sought by LEWHP, LLC tender offer
Key Terms
Restricted Stock Units, tax withholding obligation, tender offer, Membership Interest Purchase Agreement, +1 more
5 terms
Restricted Stock Units financial
"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding obligation financial
"Shares withheld by the issuer to satisfy reporting person's tax withholding obligation"
tender offer financial
"Shares sold pursuant to the tender offer by LEWHP, LLC"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Membership Interest Purchase Agreement financial
"closing of the Membership Interest Purchase Agreement by and among the Registrant"
A membership interest purchase agreement is a contract used when someone buys an ownership stake in a limited liability company (LLC). It spells out what is being sold, the price, any promises about the business’s condition, and who takes responsibility for debts or legal issues—like a receipt and rulebook for the sale. Investors care because it transfers control, affects future cash flow and liabilities, and can change the value and tax treatment of their investment.
Retention Award financial
"pursuant to the performance-based RSUs awarded on April 4, 2025 ... (the "Retention Award")"
FAQ
What insider transactions did LE CEO Andrew J. McLean report on this Form 4 for Lands' End (LE)?
Andrew J. McLean reported exercising 22,281 RSUs into common stock, receiving 27,500 new RSUs and 27,500 common shares as awards, selling 16,918 shares at $45.00 per share, and having 23,398 shares withheld to satisfy tax obligations related to RSU vesting.
What are the key vesting terms of the CEO’s Lands' End (LE) RSU and Retention Award grants?
The filing describes multiple vesting schedules: one RSU grant vests 25% on April 1, 2025 and 2026, and 50% on April 1, 2027. Performance-based Retention Award shares vest 50% at closing, then 25% on April 1, 2027 and 25% on December 31, 2027, subject to continued service.
How many Restricted Stock Units does the Lands' End (LE) CEO have scheduled to vest and when?
Of the CEO’s RSUs, 73,770 shares are scheduled to vest on June 14, 2026; 44,562 on April 1, 2027; 26,985 and 53,970 on March 24, 2027 and 2028; 31,275, 31,276, and 62,552 on March 23, 2027, 2028, and 2029; plus Retention Award tranches in 2027.