[SCHEDULE 13D/A] Lands' End, Inc. SEC Filing

Rhea-AI Filing Summary

Schedule 13D/A Amendment No. 28 discloses that Edward S. Lampert and his affiliated entities (ESL Partners, RBS Partners and ESL Investments) continue to control 17,116,376 Lands’ End (LE) shares, or 56.2 % of outstanding stock, unchanged from prior filings. Each limited-partnership entity individually lists 1,946 shares (0.1 %), with Lampert personally and through family trusts holding the balance.

Purpose of transaction: In connection with the strategic-alternatives process announced by the issuer on 7 Mar 2025, the reporting persons are evaluating proposals that could involve contributing some or all of their LE shares to a counter-party pursuing an acquisition of the company in exchange for equity in that counter-party. No agreements have been executed, and the group reserves the right to pursue, modify or abandon any discussions at any time.

Item 5 updates confirm (i) ownership percentages are based on 30,472,711 shares outstanding as of 2 Jun 2025, and (ii) no trades in the past 60 days. Other Schedule 13D sections remain unchanged.

Positive

• Majority shareholder signals willingness to roll 56.2 % stake into a potential acquisition, improving feasibility of strategic-alternatives outcome.

Negative

• No definitive agreement or timeline announced, leaving considerable uncertainty around any transaction’s likelihood and terms.

Insights

Financial Analyst

TL;DR: Control stake unchanged; Lampert may roll shares into potential take-private deal, but no commitment yet.

The filing reaffirms Lampert’s majority position while signaling willingness to facilitate an acquisition by exchanging his 56 % stake for equity in the buyer. That support is essential for any deal given his voting control, so the disclosure keeps M&A optionality alive and could underpin the stock. However, the absence of a binding agreement or timetable limits immediate valuation impact. No recent share purchases or sales mitigate concerns about insider sentiment shifts.

M&A Specialist

TL;DR: Majority holder exploring rollover of shares; increases probability but not certainty of transaction.

Lampert’s openness to contribute shares aligns incentives with a prospective buyer, reducing cash needed for a take-private and easing execution risk. Yet the wording remains purely exploratory—"may involve," "evaluating," "no agreement"—indicating negotiations are early-stage. Investors should watch for a formal bid or definitive agreement before pricing in a premium. Until then, the filing is more a placeholder than a catalyst.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 28)

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)

07/30/2025

(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)

56.2 %

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. 28 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: "In connection with the process to explore strategic alternatives announced by the Issuer on March 7, 2025, certain proposals being considered by the Reporting Persons may involve the contribution of all or a portion of the shares of the Common Stock owned by the Reporting Persons to affiliates of the counterparty in connection with a proposed transaction to acquire the Issuer, in exchange for equity interests in such counterparty or an affiliate thereof. The Reporting Persons are evaluating such proposals, but have not entered into any agreement with respect to any such proposals or otherwise made any definitive determination in respect of any transaction involving the Common Stock owned by the Reporting Persons. The Reporting Persons reserve the right to pursue, modify or abandon any such discussions at any time, or to consider other strategic alternatives for its shares of Common Stock, including as described in the February 24 Letter previously disclosed by the Reporting Persons as Exhibit 99.8 hereto on February 25, 2025."
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 30,472,711 shares of Common Stock outstanding as of June 2, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended May 2, 2025, that was filed by the Issuer with the Securities and Exchange Commission on June 5, 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."

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:	08/01/2025

RBS Partners, L.P.

Signature:	/s/ Edward S. Lampert
Name/Title:	Edward S. Lampert, Chief Executive Officer of the GP
Date:	08/01/2025

ESL Investments, Inc.

Signature:	/s/ Edward S. Lampert
Name/Title:	Edward S. Lampert, Chief Executive Officer
Date:	08/01/2025

Edward S. Lampert

Signature:	/s/ Edward S. Lampert
Name/Title:	Edward S. Lampert
Date:	08/01/2025

FAQ

How many Lands' End (LE) shares does Edward S. Lampert control?

He beneficially owns 17,116,376 shares, representing 56.2 % of outstanding stock.

Did Lampert or ESL buy or sell LE shares recently?

The filing states no transactions in the past 60 days.

What strategic options are Lampert and ESL considering for Lands' End?

They are evaluating proposals to contribute their shares to a counter-party in a potential acquisition, receiving equity in return.

Is there a definitive deal to take Lands' End private?

No. The reporting persons have not entered into any agreement and may pursue, modify or abandon discussions at any time.

What percentage of LE’s shares are outstanding according to the filing?

Ownership percentages are based on 30,472,711 shares outstanding as of 2 Jun 2025.