Lampert backs $300M Lands' End (NASDAQ: LE) IP joint venture and $45 tender

Rhea-AI Filing Summary

Edward S. Lampert and affiliated ESL entities updated their ownership and intentions for Lands' End, Inc. Lampert reports beneficial ownership of 17,116,376 shares of common stock, representing 56.0% of the company, based on 30,551,068 shares outstanding as of December 4, 2025. ESL Partners, RBS Partners and ESL Investments each report beneficial ownership of 1,946 shares, or 0.1% of the class, held in liability accounts controlled by ESL.

The filing describes a Membership Interest Purchase Agreement under which Lands' End and WHP Global will form a joint venture for Lands' End intellectual property, with WHP Global acquiring a 50% interest for a cash payment of $300 million. An affiliate of WHP Global has agreed to commence a tender offer to purchase up to 2,222,222 Lands' End shares at $45.00 per share in cash, after which WHP Global is expected to own about 7% of outstanding shares. The reporting persons state they currently intend to tender the maximum permitted number of their shares and to enter a voting agreement to support certain WHP Topco monetization events, while emphasizing that their plans may change and that the transactions are subject to risks and uncertainties.

Insights

Equity ownership & activism analyst

Lampert reaffirms control stake and backs major IP monetization deal.

Edward S. Lampert reports beneficial ownership of 17,116,376 Lands' End shares, or 56.0% of the common stock based on 30,551,068 shares outstanding as of December 4, 2025. This confirms his ongoing controlling position in the company.

The filing highlights a Membership Interest Purchase Agreement where WHP Global will pay $300 million for a 50% stake in a new joint venture focused on Lands' End intellectual property. An affiliate has agreed to launch a tender offer for up to 2,222,222 shares at $45.00 per share in cash, after which WHP Global is expected to own about 7% of outstanding shares.

The reporting persons indicate they intend to tender the maximum permitted number of their shares and to enter a voting agreement supporting certain WHP Topco monetization events, while stressing that these plans are subject to risks, conditions in the MIPA, and may change. Subsequent company filings describing the joint venture’s closing and tender offer outcome will be important for understanding how ownership and governance evolve.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 30)

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)

01/26/2026

(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).

SCHEDULE 13D

CUSIP No. 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 1,946.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,946.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,946.00

12

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

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The figures included above reflect 1,946 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").

SCHEDULE 13D

CUSIP No. 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 1,946.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,946.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,946.00

12

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

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The figures included above reflect 1,946 shares of Common Stock held in the Liability Accounts controlled by ESL. 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.

SCHEDULE 13D

CUSIP No. 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 1,946.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,946.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,946.00

12

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

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The figures included above reflect 1,946 shares of Common Stock 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. ESL Investments, Inc., a Delaware corporation ("Investments") is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, RBS.

SCHEDULE 13D

CUSIP No. 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 17,116,376.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 17,116,376.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

17,116,376.00

12

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

13

Percent of class represented by amount in Row (11)

56.0 %

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) 1,946 shares of Common Stock, of the Issuer held in the Liability Accounts controlled by ESL, which Mr. Lampert may be deemed to indirectly beneficially own as the Chairman, Executive Officer and Director of Investments, (ii) 17,106,848 shares of Common Stock held by Mr. Lampert, (iii) 3,791 shares of Common Stock held by The Nicholas Floyd Lampert 2015 Trust ("The Nicholas Trust"), and (iv) 3,791 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 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

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. 30 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: "As previously disclosed, on February 24, 2025, Edward S. Lampert, one of the Reporting Persons, delivered a letter to the Board of Directors of the Issuer outlining his views regarding the Issuer's intrinsic value and identifying several strategic and operational opportunities that, in his view, the Issuer historically had been unable to fully realize on a standalone basis. Such opportunities included, among other things, accelerated international expansion, broader category development, enhanced brand and intellectual property monetization, and the leveraging of third-party platforms with established global licensing, distribution and marketing capabilities. A copy of such letter was previously filed as an exhibit to the Reporting Persons' Schedule 13D. On January 26, 2026, the Issuer announced, in a Current Report on Form 8-K (the "MIPA 8-K"), that it had entered into a Membership Interest Purchase Agreement (the "MIPA"), pursuant to which the Issuer and WH Topco, L.P., a Delaware limited partnership ("WHP Topco"), and certain affiliates thereof (collectively, "WHP Global") will form a joint venture relating to the Issuer's intellectual property and related assets, with WHP Global acquiring a 50% ownership interest in such joint venture in exchange for a cash payment of $300 million. The Reporting Persons note that the transactions contemplated by the MIPA, including the formation of a joint venture focused on the monetization and global expansion of the Issuer's intellectual property while preserving the Issuer's operational control of its existing direct-to-consumer and business-to-business operations, address several of the opportunities identified in the February 24, 2025 letter and reflect one potential approach to unlocking value that the Issuer historically was not positioned to pursue on its own. In connection with the MIPA announced by the Issuer on the MIPA 8-K, the Reporting Persons have agreed to enter into a voting agreement (the "Voting Agreement") with the Issuer, at the closing of the transactions contemplated by the MIPA. The Voting Agreement will provide, among other things, that the Reporting Persons will vote all of their shares of Common Stock held at the relevant time in favor of certain monetization events of WHP Topco, as described further in the MIPA 8-K, on the terms and subject to the conditions set forth in the Voting Agreement. Pursuant to the MIPA, LEWHP LLC, a Delaware limited liability company and wholly owned indirect subsidiary of WHP Topco, has agreed to commence a tender offer to purchase up to 2,222,222 shares of Common Stock at a price of $45.00 per share in cash, without interest and subject to any applicable withholding taxes, as further described in the MIPA 8-K. Upon completion of the tender offer, WHP Global is expected to own approximately 7% of the Issuer's outstanding shares of Common Stock. The Reporting Persons currently intend to tender to WHP Global the maximum permitted number of shares of Common Stock held by the Reporting Persons, subject to proration in accordance with the terms of the tender offer. Although the foregoing reflects plans and proposals presently contemplated by the Reporting Persons with respect to the Issuer, the foregoing is subject to change at any time and dependent upon contingencies and assumed and speculative conditions, and there can be no assurance that any of the actions set forth above will be taken. In particular, the transactions contemplated by the MIPA, including the tender offer and any WHP Topco monetization event, are subject to certain risks and uncertainties described further in the MIPA 8-K, and there is no guarantee that any of the plans, proposals or transactions described herein or in the MIPA 8-K will be achieved. 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, and there can be no assurance that any of the Reporting Persons will take any of the actions set forth above. The foregoing description of the MIPA does not purport to be complete and is qualified in its entirety by reference to the Issuer's Current Report on Form 8-K, dated January 26, 2026, and the full text of the MIPA filed as Exhibit 2.1 to the Issuer's Current Report on Form 8-K, dated January 26, 2026, which are each incorporated herein by reference to Exhibit 99.10 and Exhibit 99.11 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 30,551,068 shares of Common Stock outstanding as of December 4, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2025, that was filed by the Issuer with the Securities and Exchange Commission on December 9, 2025. 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: "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: "99.10 - Current Report on Form 8-K, dated January 26, 2026 (incorporated by reference to the Issuer's Current Report on Form 8-K filed on January 26, 2026, by the Issuer with the U.S. Securities and Exchange Commission). 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 U.S. Securities and Exchange Commission)."

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.

ESL Partners, L.P.

Signature:	/s/ Edward S. Lampert
Name/Title:	Edward S. Lampert, Chief Executive Officer of the GP of the GP
Date:	01/28/2026

RBS Partners, L.P.

Signature:	/s/ Edward S. Lampert
Name/Title:	Edward S. Lampert, Chief Executive Officer of the GP
Date:	01/28/2026

ESL Investments, Inc.

Signature:	/s/ Edward S. Lampert
Name/Title:	Edward S. Lampert, Chief Executive Officer
Date:	01/28/2026

Edward S. Lampert

Signature:	/s/ Edward S. Lampert
Name/Title:	Edward S. Lampert
Date:	01/28/2026

FAQ

How many Lands' End (LE) shares does Edward S. Lampert currently beneficially own?

Edward S. Lampert reports beneficial ownership of 17,116,376 shares of Lands' End common stock. This represents 56.0% of the company’s outstanding shares, based on 30,551,068 shares outstanding as of December 4, 2025, as disclosed in the company’s Form 10-Q.

What is the size of WHP Global’s cash investment in the Lands' End intellectual property joint venture?

WHP Global has agreed to pay $300 million in cash for a 50% ownership interest in a new joint venture holding Lands' End intellectual property and related assets. The transaction terms are described in a Membership Interest Purchase Agreement referenced in Lands' End’s Form 8-K.

What are the key terms of the planned tender offer for Lands' End (LE) shares?

An affiliate of WHP Global, LEWHP LLC, has agreed to commence a tender offer to buy up to 2,222,222 shares of Lands' End common stock at $45.00 per share in cash, without interest and subject to applicable withholding taxes, as described in the company’s January 26, 2026 Form 8-K.

What ownership stake in Lands' End is WHP Global expected to hold after the tender offer?

Upon completion of the tender offer, WHP Global is expected to own approximately 7% of Lands' End’s outstanding common stock. This estimate is based on purchasing up to 2,222,222 shares in the tender offer, as outlined in the Membership Interest Purchase Agreement and related Form 8-K disclosure.

Do the ESL entities still hold shares of Lands' End (LE), and how many?

ESL Partners, RBS Partners and ESL Investments each report beneficial ownership of 1,946 shares of Lands' End common stock, representing 0.1% of the class. These shares are held in liability accounts controlled by ESL, with RBS and ESL Investments deemed indirect beneficial owners through their partnership roles.

What voting commitments are the reporting persons making regarding Lands' End and WHP Topco events?

In connection with the Membership Interest Purchase Agreement, the reporting persons have agreed to enter a voting agreement at closing. They will vote all of their Lands' End shares in favor of certain monetization events of WHP Topco, as described in the Form 8-K, subject to the agreement’s terms and conditions.

Do the reporting persons intend to participate in the WHP Global tender offer for Lands' End shares?

Yes. The reporting persons state they currently intend to tender to WHP Global the maximum permitted number of Lands' End shares they hold, subject to proration under the tender offer terms. They caution that these plans may change and that the transactions involve risks and uncertainties described in the Form 8-K.