Lampert keeps 51.4% Lands' End (LE) stake after $45 tender offer

Rhea-AI Filing Summary

Lands' End, Inc. major shareholder Edward S. Lampert and affiliated funds filed an amended Schedule 13D to update their holdings after a completed tender offer at $45.00 per share.

Following the sale of 1,300,653 shares into the tender by the reporting persons, Lampert is reported as beneficially owning 15,815,723 shares of common stock, representing 51.4% of the company based on 30,751,337 shares outstanding as of March 23, 2026.

The filing also notes a Voting Agreement under which certain Lampert-affiliated holders will vote their shares in favor of specified monetization events of WHP Topco, as described in a related Form 8-K and transaction agreements.

Key Figures

Tender offer price: $45.00 per share Shares sold into tender: 1,300,653 shares Lampert beneficial ownership: 15,815,723 shares +5 more

8 metrics

Tender offer price $45.00 per share Price paid by LEWHP LLC for Lands' End common stock

Shares sold into tender 1,300,653 shares Aggregate Lands' End shares tendered by Lampert reporting group

Lampert beneficial ownership 15,815,723 shares Lands' End common stock beneficially owned after tender

Ownership percentage 51.4% Portion of Lands' End common stock class reported as owned

Shares outstanding 30,751,337 shares Lands' End common stock outstanding as of March 23, 2026

ESL liability accounts position 1,798 shares Lands' End shares held in ESL-controlled liability accounts

Trusts' tendered shares 576 shares Lands' End shares tendered by Nicholas and Nina Lampert trusts

Liability accounts tendered 148 shares Lands' End shares tendered from ESL liability accounts

Key Terms

Tender Offer, Voting Agreement, Membership Interest Purchase Agreement, Current Report on Form 8-K, +2 more

6 terms

Tender Offer financial

"including the tender offer that WHP Topco agreed therein to commence (the "Tender Offer"), had closed"

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.

Voting Agreement financial

"the Reporting Persons entered into the previously disclosed Voting Agreement with the Issuer"

Membership Interest Purchase Agreement financial

"transactions contemplated by the previously disclosed MIPA entered into by the Issuer, WHP Topco"

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.

Current Report on Form 8-K regulatory

"the Issuer announced, in a Current Report on Form 8-K (the "Closing 8-K")"

A current report on Form 8-K is a document that publicly traded companies file to promptly share important news or events that could affect their financial position or stock price, such as major business changes or legal issues. It helps investors stay informed about timely developments, allowing them to make better decisions about buying or selling shares.

Schedule 13D regulatory

"Each Reporting Person may be deemed to be a member of a group with respect to the Issuer"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial owner financial

"shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 31)

Lands' End, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

51509F105

(CUSIP Number)

Bruce Newsome, Esq.
Haynes and Boone, LLP, 2801 N. Harwood Street, Suite 2300
Dallas, TX, 75201
(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 51509F105

1

Name of reporting person

Edward S. Lampert

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 15,815,723.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 15,815,723.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

15,815,723.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

51.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The figures in Items 7, 9, 11, and 13 include (i) 1,798 shares of common stock, par value $0.01 per share (the "Common Stock"), of Lands' End, Inc., a Delaware corporation (the "Issuer") held in the Liability Accounts controlled by ESL Partners, L.P., a Delaware limited partnership ("ESL"), which Mr. Lampert may be deemed to indirectly beneficially own as the Chairman, Executive Officer and Director of ESL Investments, Inc., a Delaware corporation ("Investments"), (ii) 15,806,919 shares of Common Stock held by Mr. Lampert, (iii) 3,503 shares of Common Stock held by The Nicholas Floyd Lampert 2015 Trust ("The Nicholas Trust"), and (iv) 3,503 shares of Common Stock held by The Nina Rose Lampert 2015 Trust ("The Nina Trust" and, together with The Nicholas Trust, the "Trusts"). With respect to (i), RBS Partners, L.P., a Delaware limited partnership ("RBS"), is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, ESL; Investments is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, RBS; and Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities beneficially owned by, Investments. With respect to (iii) and (iv), Mr. Lampert may be deemed to have beneficial ownership of securities owned by the Trusts.

SCHEDULE 13D

CUSIP Number(s): 51509F105

1

Name of reporting person

ESL Partners, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,798.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,798.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,798.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.01 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The figures included above reflect 1,798 shares of Common Stock of the Issuer held in the Liability Accounts controlled by ESL.

SCHEDULE 13D

CUSIP Number(s): 51509F105

1

Name of reporting person

RBS Partners, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,798.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,798.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,798.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.01 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The figures included above reflect 1,798 shares of Common Stock of the Issuer held in the Liability Accounts controlled by ESL. RBS is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, ESL.

SCHEDULE 13D

CUSIP Number(s): 51509F105

1

Name of reporting person

ESL Investments, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,798.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,798.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,798.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.01 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The figures included above reflect 1,798 shares of Common Stock of the Issuer held in the Liability Accounts controlled by ESL. RBS is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, ESL. Investments is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, RBS.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Lands' End, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1 Lands' End Lane, Dodgeville, WISCONSIN , 53595.
Item 1 Comment: This Amendment No. 31 to Schedule 13D (this "Amendment") amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL, RBS, Investments, and Edward S. Lampert, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission ("SEC").
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: "On April 1, 2026, the Issuer announced, in a Current Report on Form 8-K (the "Closing 8-K"), that the transactions contemplated by the previously disclosed MIPA entered into by the Issuer, WHP Topco, and certain affiliates thereof on January 26, 2026, including the tender offer that WHP Topco agreed therein to commence (the "Tender Offer"), had closed, as further described in the Closing 8-K. At the closing of the transactions contemplated by the MIPA on April 1, 2026, certain of the Reporting Persons entered into the previously disclosed Voting Agreement with the Issuer. The Voting Agreement provides, among other things, that the applicable Reporting Persons will vote all of their shares of Common Stock held at the relevant time in favor of certain monetization events of WH Topco, as described further in the Closing 8-K, on the terms and subject to the conditions set forth in the Voting Agreement. Following the expiration of the Tender Offer, LEWHP LLC, a Delaware limited liability company and wholly owned indirect subsidiary of WHP Topco, accepted for purchase, at a price of $45.00 per share, 1,300,653 shares of Common Stock from the Reporting Persons in the aggregate. The 1,300,653 shares of Common Stock sold by the Reporting Persons as a result of the Tender Offer included (i) 1,299,929 shares of Common Stock tendered by Mr. Lampert; (ii) 576 shares of Common Stock tendered by the Trusts; and (iii) 148 shares of Common Stock tendered with respect to the Liability Accounts. Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies or other factors, the Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Common Stock, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time. The foregoing descriptions of the MIPA, the Closing 8-K, and the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the MIPA, the Issuer's current report on Form 8-K, dated April 1, 2026, and the full text of the Voting Agreement, which are each incorporated herein by reference to Exhibit 99.11, Exhibit 99.12, and Exhibit 99.13 to this Amendment, respectively."
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated in its entirety as follows: (a) "The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto. With respect to Item 13, this number is based upon 30,751,337 shares of Common Stock outstanding as of March 23, 2026, as disclosed in the Issuer's Annual Report on Form 10-K for the fiscal year ended January 30, 2026, that was filed by the Issuer with the Securities and Exchange Commission on March 26, 2026. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer."
(b)	Item 5(b) is hereby amended and restated in its entirety as follows: (b) "Number of shares as to which the Reporting Person has: (i) sole power to vote or to direct the vote: See Item 7 on the cover page(s) hereto. (ii) shared power to vote or to direct the vote: See Item 8 on the cover page(s) hereto. (iii) sole power to dispose or to direct the disposition of: See Item 9 on the cover page(s) hereto. (iv) shared power to dispose or to direct the disposition of: See Item 10 on the cover page(s) hereto."
(c)	Item 5(c) is hereby amended and restated in its entirety as follows: "(c) Other than as set forth in Item 4 of this Amendment, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less."
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented as follows: "The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference."
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented as follows: "99.11 - 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 by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on January 26, 2026, by the Issuer with the SEC). 99.12 - Current Report on Form 8-K, dated April 1, 2026 (incorporated by reference to the Issuer's Current Report on Form 8-K filed on April 1, 2026, by the Issuer with the SEC). 99.13 - Voting and Support Agreement, dated as of April 1, 2026, by and among the Issuer, Edward S. Lampert and related funds (incorporated by reference to Exhibit 2.4 to the Issuer's Current Report on Form 8-K filed on April 1, 2026, by the Issuer with the SEC)."

SIGNATURE

After reasonable 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.

Edward S. Lampert

Signature:	/s/ Edward S. Lampert
Name/Title:	Edward S. Lampert
Date:	04/03/2026

ESL Partners, L.P.

Signature:	/s/ Edward S. Lampert
Name/Title:	Edward S. Lampert, Chief Executive Officer of the GP of the GP
Date:	04/03/2026

RBS Partners, L.P.

Signature:	/s/ Edward S. Lampert
Name/Title:	Edward S. Lampert, Chief Executive Officer of the GP
Date:	04/03/2026

ESL Investments, Inc.

Signature:	/s/ Edward S. Lampert
Name/Title:	Edward S. Lampert, Chief Executive Officer
Date:	04/03/2026

FAQ

What change does this Schedule 13D/A report for Lands' End (LE)?

The amendment reports updated ownership for Edward S. Lampert and affiliates after a tender offer. They now beneficially own 15,815,723 shares, or 51.4% of Lands' End common stock, based on 30,751,337 shares outstanding as of March 23, 2026.

How many Lands' End (LE) shares did Lampert-affiliated holders sell in the tender offer?

Lampert-affiliated holders sold 1,300,653 Lands' End shares into the tender offer at $45.00 per share. This included 1,299,929 shares from Edward S. Lampert, 576 shares from family trusts, and 148 shares from liability accounts managed by ESL.

What percentage of Lands' End (LE) does Edward S. Lampert now beneficially own?

Edward S. Lampert is reported as beneficially owning 15,815,723 Lands' End common shares, representing 51.4% of the class. This percentage is calculated using 30,751,337 shares outstanding as of March 23, 2026, as disclosed in Lands' End’s latest Form 10-K.

What is the price paid in the Lands' End (LE) tender offer referenced here?

The tender offer referenced in the filing accepted Lands' End common shares at a price of $45.00 per share. LEWHP LLC, an indirect subsidiary of WHP Topco, purchased 1,300,653 shares from the Lampert reporting group at this per-share price.

What is the Voting Agreement mentioned in the Lands' End (LE) Schedule 13D/A?

Certain Lampert-affiliated reporting persons entered a Voting Agreement with Lands' End at closing of the MIPA transactions. It requires them to vote their Lands' End shares in favor of specified monetization events of WHP Topco, subject to the agreement’s detailed terms and conditions.

How many Lands' End (LE) shares are outstanding for the ownership calculation?

The reported ownership percentages use 30,751,337 Lands' End common shares outstanding as of March 23, 2026. This figure comes from the company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2026, filed March 26, 2026.