Edward S. Lampert Reports 56.2% Stake in Lands' End; Letter Agreement Filed

Rhea-AI Filing Summary

Lands' End, Inc. Schedule 13D/A reports that Edward S. Lampert and affiliated reporting persons continue to beneficially own 17,116,376 shares, representing 56.2% of Lands' End common stock based on 30,472,711 shares outstanding as of June 2, 2025. The amendment supplements Item 4 to state the reporting persons have agreed, by a Letter Agreement with the issuer (filed as Exhibit 99.9), to abide by exclusivity restrictions tied to the Issuer’s process to explore strategic alternatives announced March 7, 2025. No transactions in the class were reported in the past 60 days. The filing incorporates the February 24 Letter (Exhibit 99.8) and reserves the reporting persons’ rights to pursue, modify or abandon any transaction.

Positive

• Clear disclosure of beneficial ownership: filing states 17,116,376 shares (56.2%) owned by Edward S. Lampert and affiliates
• Formal agreement with issuer: reporting persons entered a Letter Agreement (Exhibit 99.9) to abide by exclusivity restrictions during the strategic-alternatives process
• No recent transactions: the filing states there were no transactions in the past 60 days

Negative

• High ownership concentration: a single individual and affiliates hold a majority (56.2%) of outstanding common stock, which may limit minority shareholder influence
• Exclusivity constraint: the Letter Agreement imposes limited-duration restrictions on the reporting persons that could affect timing or form of any share disposition

Insights

Securities Analyst

TL;DR: Lampert and affiliates retain majority control (56.2%) and agreed to temporary exclusivity terms related to Lands' End’s strategic review.

The filing confirms Mr. Lampert’s dominant position in Lands' End with 56.2% beneficial ownership, consolidating his control over corporate decisions. The Letter Agreement (Exhibit 99.9) imposes limited-duration exclusivity obligations aligned with the Issuer’s strategic-alternatives process, which could constrain immediate third-party transactions involving the reporting persons’ shares. The absence of transactions in the last 60 days suggests no recent disposals or acquisitions by the reporting persons. Impact: material due to controlling stake and formal agreement with the company.

Corporate Governance Expert

TL;DR: A majority-holder reaffirmed position and accepted temporary contractual limits, a significant governance development for minority shareholders.

The amendment clarifies that prior Items remain unchanged except for the added description of the Letter Agreement. By agreeing to the exclusivity terms, the reporting persons create a documented constraint on potential competing transactions during the Issuer’s process. This is a material governance event because it formalizes interaction between the controlling stockholder group and the board-led strategic review. The filing also cites related prior correspondence (Exhibit 99.8), maintaining a paper trail of negotiation posture.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 29)

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)

08/21/2025

(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. 29 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, the Reporting Persons have agreed with the Issuer in a letter agreement attached as Exhibit 99.9 hereto (the "Letter Agreement") to abide by the restrictions applicable to affiliates of the Issuer set forth in a limited duration exclusivity agreement that was entered into by the Issuer with a counterparty. The Reporting Persons have not made any definitive determinations in respect of any transaction involving the Common Stock owned by the Reporting Persons and there can be no assurances that any such transaction will be agreed to or consummated. 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. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the February 24 Letter filed as Exhibit 99.8 hereto, and the Letter Agreement filed as Exhibit 99.9 hereto."
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."
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented as follows: "99.9 - Letter Agreement, dated August 21, 2025, by and between Lands' End, Inc., and Edward S. Lampert, on behalf of himself and his affiliates (filed herewith)."

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:	08/25/2025

RBS Partners, L.P.

Signature:	/s/ Edward S. Lampert
Name/Title:	Edward S. Lampert, Chief Executive Officer of the GP
Date:	08/25/2025

ESL Investments, Inc.

Signature:	/s/ Edward S. Lampert
Name/Title:	Edward S. Lampert, Chief Executive Officer
Date:	08/25/2025

Edward S. Lampert

Signature:	/s/ Edward S. Lampert
Name/Title:	Edward S. Lampert
Date:	08/25/2025

FAQ

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

The filing reports Mr. Lampert and affiliates beneficially own 17,116,376 shares, equal to 56.2% of outstanding common stock based on 30,472,711 shares.

What is the purpose of this Schedule 13D/A for Lands' End (LE)?

The amendment supplements Item 4 to disclose that reporting persons agreed to abide by exclusivity restrictions in a Letter Agreement with the Issuer during the strategic-alternatives process.

Did the reporting persons trade Lands' End (LE) shares in the past 60 days?

No. The filing states there have been no transactions in the class of securities by the reporting persons during the past 60 days.

Where can I find the Letter Agreement referenced in the filing?

The Letter Agreement is filed as Exhibit 99.9 to this Schedule 13D/A and is referenced in Item 7.

Does this filing change prior Schedule 13D disclosures?

Except for the specified amendments in this filing, all previous Items are stated to be unchanged and the amendment incorporates prior exhibits including the February 24 Letter (Exhibit 99.8).