UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Amendment No. 1)
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. 1 (this “Amendment”) 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 (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”).
The Offer is described
in a Tender Offer Statement on Schedule TO filed by Purchaser with the SEC on February 26, 2026, as amended or supplemented from time
to time.
Except as otherwise set
forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant
to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Schedule 14D-9.
This Amendment is being filed to reflect certain updates as reflected below.
Item 2. Identity
and Background of Filing Person
“Item 2. Identity and
Background of Filing Person” of the Schedule 14D-9 is hereby amended and supplemented by inserting the following
paragraph after the last paragraph under the subsection entitled “Tender Offer” as follows:
On March 18,
2026, Purchaser announced an extension of the expiration of the Offer until 7:00 a.m., Eastern Time, on March 31, 2026, unless further
extended. The Offer was previously scheduled to expire at one minute following 11:59 p.m., Eastern time, on March 26, 2026.
Item 8. Additional
Information.
“Item 8. Additional
Information” of the Schedule 14D-9 is hereby amended and supplemented by adding the following at the end of Item 8 of
the Schedule 14D-9:
Extension
of the Offer.
On March 18,
2026, Purchaser announced an extension of the expiration of the Offer until 7:00 a.m., Eastern Time, on March 31, 2026, unless further
extended.
Computershare
Trust Company, N.A., the depositary for the Offer has advised Purchaser and WHP Global that, as of 5:00 p.m., Eastern time, on March 17,
2026, the last business day prior to the announcement of the extension of the Offer discussed below, 17,113,589 shares of Common Stock
had been validly tendered (and not validly withdrawn) pursuant to the Offer.
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: March 18, 2026
| Lands’ End, Inc. |
|
| |
|
| By: |
/s/ Peter L. Gray |
|
| Name: |
Peter L. Gray |
|
| Title: |
President, Lands’ End Licensing, Chief Administrative Officer and General Counsel |
|
