SCHEDULE: Edward S. Lampert's ESL Entities Weigh Equity Rollover in Lands' End Acquisition Talks

Edward S. Lampert and his affiliated entities are evaluating proposals to contribute their Lands' End shares in exchange for equity in a counterparty, as part of the Issuer's ongoing strategic alternatives review.

Summary

• This is Amendment No. 28 to the Schedule 13D filing for Lands' End, Inc.
• Edward S. Lampert and his affiliated entities (ESL Partners, L.P., RBS Partners, L.P., and ESL Investments, Inc.) are the reporting persons.
• The filing updates their beneficial ownership in Lands' End, Inc. Common Stock.
• Edward S. Lampert beneficially owns 17,116,376 shares, representing 56.2% of the outstanding common stock.
• ESL Partners, L.P., RBS Partners, L.P., and ESL Investments, Inc. each beneficially own 1,946 shares, representing 0.1% of the outstanding common stock.
• The beneficial ownership calculation is based on 30,472,711 shares outstanding as of June 2, 2025.
• Reporting Persons are evaluating proposals related to the Issuer's previously announced strategic alternatives process, which began on March 7, 2025.
• These proposals may involve contributing all or a portion of their Lands' End shares to affiliates of a counterparty in exchange for equity interests in that counterparty or an affiliate, as part of a proposed transaction to acquire Lands' End.
• No definitive agreements have been entered into, and no final determination has been made regarding any such transaction.
• Reporting Persons reserve the right to modify, abandon, or pursue these discussions, or consider other strategic alternatives.
• No transactions in Lands' End securities were effected by the Reporting Persons in the past sixty days.

Sentiment

Score: 6

Explanation: The filing indicates active exploration of strategic alternatives, including a potential acquisition, which could be positive for shareholders if a favorable deal materializes. However, the lack of definitive agreements and the possibility of abandoning discussions introduce uncertainty, preventing a higher score. It's a neutral-to-slightly-positive update on a potential corporate action.

Risks

• The ongoing evaluation of strategic alternatives may not result in a definitive transaction.
• Reporting Persons reserve the right to modify or abandon discussions, which could lead to uncertainty regarding the company's future.
• The proposed transaction involves contributing shares for equity in a counterparty, which introduces new risks related to the performance and governance of the counterparty.

Future Outlook

Reporting Persons are actively evaluating proposals related to the Issuer's strategic alternatives process, which may involve a transaction to acquire the Issuer where they contribute their shares for equity in a counterparty. These discussions are ongoing, but no definitive agreements have been reached, and the Reporting Persons retain the flexibility to pursue, modify, or abandon these or other strategic options.

Management Comments

• Edward S. Lampert is the Chairman, Chief Executive Officer, and Director of ESL Investments, Inc., which is the general partner of RBS Partners, L.P., which in turn is the general partner of ESL Partners, L.P.
• Edward S. Lampert also directly holds shares and is deemed to have beneficial ownership of shares held by The Nicholas Floyd Lampert 2015 Trust and The Nina Rose Lampert 2015 Trust.

Industry Context

This filing primarily concerns a specific shareholder's intentions regarding a potential change of control for Lands' End, Inc. It does not provide broader industry trends or competitive analysis. The retail and apparel industry is highly competitive and subject to rapid changes in consumer preferences and economic conditions, which often drive companies to explore strategic alternatives.

Stakeholder Impact

• Shareholders: Potential for a change of control or acquisition, which could significantly impact share value depending on the terms. Uncertainty remains until a definitive agreement is reached.

Next Steps

• Continue evaluating proposals related to the acquisition of Lands' End, Inc.
• Potentially enter into agreements regarding the contribution of shares in exchange for equity interests in a counterparty.
• Consider other strategic alternatives for the shares of Common Stock.

Key Dates

Keywords

Lands' End, ESL Investments, Edward S. Lampert, Schedule 13D, Beneficial Ownership, Strategic Alternatives, Acquisition, Equity Rollover, Retail, Apparel