Lands’ End accepts $45 tender offer for 2.22M shares

Lands’ End, Inc. amended its Schedule 14D-9 to report the completion of the previously announced $45.00 per share cash tender offer.

Rhea-AI Filing Summary

Lands’ End, Inc. amended its Schedule 14D-9 to report the completion of the previously announced $45.00 per share cash tender offer. The offer permitted purchase of up to 2,222,222 shares; Purchaser accepted for payment and will pay for 2,222,222 shares. The offer expired at 7:00 a.m. ET on March 31, 2026, and the depositary advised that 29,243,942 shares were validly tendered (approximately 95.2% of outstanding), producing a proration factor of approximately 7.6%. WHP Global expects to close the Transactions on April 1, 2026 in accordance with the Purchase Agreement.

Insights

M&A Structuring Specialist

Tender offer closed oversubscribed; acquirer will buy the capped 2,222,222 shares at $45.00.

The offer received valid tenders representing ~95.2% of issued shares, producing a proration factor of ~7.6, meaning only the capped aggregate was accepted pro rata. The filing confirms Purchaser irrevocably accepted and will pay for the capped shares.

Key dependency is the Purchaser’s and WHP Global’s fulfillment of closing conditions under the Purchase Agreement; the filing states WHP Global expects to close on April 1, 2026. Subsequent filings will show the mechanics of settlement and any remaining steps for change-of-control implementation.

Corporate Governance / Regulatory Counsel

The Schedule 14D-9/A documents expiration, oversubscription, proration, and acceptance for payment under the Offer.

The statement attaches press releases and confirms that offer conditions were satisfied or waived, supporting the legal effectiveness of the acceptance for payment. The depositary figures (29,243,942 tendered; ~95.2% outstanding) are explicitly stated and drive the ~7.6% proration factor.

From a regulatory perspective, stakeholders should review the incorporated press releases and any Form 8-Ks covering the closing and settlement details; timing and cash settlement mechanics are governed by the Offer and Purchase Agreement.

Key Figures

Offer price: $45.00 per share Shares accepted for payment: 2,222,222 shares Shares validly tendered: 29,243,942 shares +3 more

6 metrics

Offer price $45.00 per share Offer to purchase dated February 26, 2026 (as amended March 18, 2026)

Shares accepted for payment 2,222,222 shares Capped amount Purchaser accepted and will pay for

Shares validly tendered 29,243,942 shares Validly tendered and not validly withdrawn as of Expiration Time

Shares outstanding (implied) 95.2% of issued and outstanding 29,243,942 shares represented approximately 95.2% as of Expiration Time

Proration factor Approximately 7.6% Calculated by depositary due to oversubscription relative to Offer Cap

Expected closing date April 1, 2026 WHP Global expects to close the Transactions on this date

Key Terms

Offer Cap, proration factor, Offer to Purchase, Purchase Agreement

4 terms

Offer Cap regulatory

"Because the aggregate number of Shares tendered into the Offer exceeded the Offer Cap"

proration factor market

"The depositary has advised that the proration factor for the Offer is approximately 7.6%"

A proration factor is the percentage used to scale back how many shares or rights each investor receives when demand exceeds the available supply, such as in an oversubscribed offering or dividend distribution. It matters because it determines the actual number of shares an investor will get and the effective price or value per share they end up with — like cutting a limited number of pizza slices among more people than there are slices, so everyone gets a proportional piece.

Offer to Purchase regulatory

"the Offer to Purchase, dated February 26, 2026 (as amended and supplemented on March 18, 2026)"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Purchase Agreement legal

"WHP Global expects to close the Transactions on April 1, 2026, in accordance with, and subject to the terms of, the Purchase Agreement"

A purchase agreement is a legally binding contract that spells out exactly what is being bought, for how much, and under what conditions, including timelines, seller and buyer promises, and protections if things go wrong. For investors it matters because the agreement fixes the deal’s price, risks and closing conditions—like a detailed receipt and return policy for a large transaction—so it helps determine whether the deal will complete and how it will affect the company’s value and cash flow.

FAQ

What did Lands’ End (LE) report in Amendment No. 3 to Schedule 14D-9?

The company reported that the $45.00 per share tender offer expired and was not extended. It states the Purchaser accepted and will pay for 2,222,222 shares and expects to close the Transactions on April 1, 2026.

How many shares were validly tendered into the offer for Lands’ End (LE)?

The depositary advised that 29,243,942 shares were validly tendered and not validly withdrawn. This represented approximately 95.2% of issued and outstanding shares as of the Expiration Time.

What was the proration factor and why did it apply in the LE tender offer?

Because total tenders exceeded the Offer Cap, shares were accepted pro rata and the depositary reported a proration factor of approximately 7.6%. The cap limited Purchaser’s acceptance to 2,222,222 shares.

How many shares will the Purchaser pay for and at what price for Lands’ End (LE)?

The Purchaser irrevocably accepted for payment and will pay for 2,222,222 shares at $45.00 per share in cash, without interest and less any applicable tax withholding.

When is the transaction expected to close according to the filing?

WHP Global expects to close the Transactions on April 1, 2026, in accordance with the Purchase Agreement; the Schedule 14D-9/A states that expectation explicitly.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/01/2026 - 09:25 AM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 3)

Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934

Lands’ End, Inc. (Name of Subject Company)

Lands’ End, Inc. (Name of Persons Filing Statement)

Common stock, par value $0.01 per share
(Title of Class of Securities)

51509F105
(CUSIP Number of Class of Securities)

Peter L. Gray
President, Lands’ End Licensing, Chief Administrative Officer and General Counsel
Lands’ End, Inc.
5 Lands’ End Lane
Dodgeville, Wisconsin 53595
(608) 935-9341

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of the persons filing statement)

With copies to:

Igor Kirman
Wachtell, Lipton, Rosen & Katz
51 W 52nd St,
New York, New York 10019
(212) 403-1000

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 3 (this “Amendment No. 3”) to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Lands’ End, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on March 11, 2026 (as amended or supplemented from time to time, the “Schedule 14D-9”), relating to the tender offer by LEWHP, LLC, a Delaware corporation (“Purchaser”) and a wholly owned indirect subsidiary of WH Topco, L.P. (“WHP Global”), a Delaware limited partnership, to purchase up to 2,222,222 of the outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, in exchange for $45.00 per share in cash, without interest and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 26, 2026 (as amended and supplemented on March 18, 2026, the “Offer to Purchase”), and the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). This Amendment No. 3 is being filed to reflect certain updates as reflected below.

Item 8. Additional Information.

Item 8. “Additional Information” is hereby amended and supplemented to include the following:

“Expiration of the Offer.

The Company has been informed of the following by Purchaser:

The Offer and related withdrawal rights expired as scheduled at 7:00 a.m., Eastern Time, on March 31, 2026, and the Offer was not extended (such date and time, the “Expiration Time”).

The depositary has advised Purchaser and WHP Global that, as of the Expiration Time, 29,243,942 Shares were validly tendered and not validly withdrawn in the Offer, representing approximately 95.2% of the issued and outstanding Shares as of the Expiration Time. Because the aggregate number of Shares tendered into the Offer exceeded the Offer Cap, Shares have been accepted on a pro rata basis pursuant to the terms of the Offer. The depositary has advised that the proration factor for the Offer is approximately 7.6%. As each of the Offer Conditions have been satisfied or waived, Purchaser has irrevocably accepted for payment and purchase, and will pay for, 2,222,222 Shares that were validly tendered (not validly withdrawn). WHP Global expects to close the Transactions on April 1, 2026, in accordance with, and subject to the terms of, the Purchase Agreement.

A copy of the press release issued by the Company on April 1, 2026 announcing the closing of the Transactions is attached as Exhibit (a)(5)(C) to the Schedule 14D-9 and incorporated herein by reference. A copy of the press release issued by WHP Global on April 1, 2026 announcing the expiration and results of the Offer is attached as Exhibit (a)(5)(D) to the Schedule 14D-9 and incorporated herein by reference.”

Item 9. Exhibits

Item 9 of the Statement is hereby amended and supplemented by adding the following exhibits:

Exhibit No.		Description
(a)(5)(C)		Press Release issued by the Company, dated April 1, 2026 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 1, 2026).
(a)(5)(D)		Press Release issued by Purchaser, dated April 1, 2026 (incorporated by reference to Exhibit (a)(5)(C) to the Schedule TO-T/A filed by Purchaser with the Securities and Exchange Commission on April 1, 2026).

SIGNATURE

After due 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.

Dated: April 1, 2026

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