SCHEDULE: Lands' End Major Shareholder Agrees to Exclusivity in Strategic Review

Edward S. Lampert and affiliated entities have entered into an exclusivity agreement related to Lands' End's ongoing exploration of strategic alternatives.

Summary

• This document is Amendment No. 29 to the Schedule 13D filing for Lands' End, Inc.
• Reporting Persons include ESL Partners, L.P., RBS Partners, L.P., ESL Investments, Inc., and Edward S. Lampert.
• Edward S. Lampert beneficially owns 17,116,376 shares of Lands' End Common Stock, representing 56.2% of the class.
• ESL Partners, RBS Partners, and ESL Investments each beneficially own 1,946 shares, representing 0.1% of the class.
• The beneficial ownership percentages are based on 30,472,711 shares of Common Stock outstanding as of June 2, 2025.
• The Reporting Persons have agreed to abide by affiliate restrictions in a limited duration exclusivity agreement with a counterparty, in connection with Lands' End's strategic alternatives process announced on March 7, 2025.
• No definitive determinations have been made regarding any transaction involving the Common Stock owned by the Reporting Persons, and there are no assurances that any such transaction will be agreed to or consummated.
• The Reporting Persons reserve the right to pursue, modify, or abandon any discussions at any time, or to consider other strategic alternatives for their shares.

Sentiment

Score: 6

Explanation: The agreement to exclusivity by a major shareholder is a positive development in the strategic review, suggesting progress. However, the explicit statement that no definitive transaction is assured and the right to abandon discussions introduce a degree of uncertainty, preventing a higher score.

Positives

• The agreement to exclusivity by a major shareholder could signal progress in the Issuer's strategic alternatives exploration process.

Negatives

• No definitive transaction has been agreed upon, and there is no assurance that any transaction will be consummated.
• The Reporting Persons explicitly reserve the right to abandon discussions or consider other alternatives, indicating ongoing uncertainty.

Risks

• Uncertainty regarding the outcome of the strategic alternatives process, as no definitive transaction has been agreed to.
• There is no guarantee that any transaction will be consummated, potentially leading to prolonged market speculation.
• The Reporting Persons retain the right to modify or abandon discussions at any time, which could negatively impact the Issuer's strategic direction.

Future Outlook

There are no assurances that any transaction resulting from the strategic alternatives process will be agreed to or consummated. The Reporting Persons explicitly reserve the right to pursue, modify, or abandon any such discussions at any time, or to consider other strategic alternatives for their shares of Common Stock.

Industry Context

NA

Related Party Transactions

• A Letter Agreement, dated August 21, 2025, was entered into between Lands' End, Inc. and Edward S. Lampert, on behalf of himself and his affiliates, regarding exclusivity restrictions. Given Mr. Lampert's significant beneficial ownership (56.2%), this constitutes a related party transaction.

Stakeholder Impact

• Shareholders face continued uncertainty regarding the ultimate outcome of the strategic review, but the exclusivity agreement may be perceived as a step towards a potential resolution.
• The agreement could influence market perception of the company's future, potentially affecting share price.

Next Steps

• The Issuer will continue its process to explore strategic alternatives.
• The Reporting Persons may pursue, modify, or abandon discussions related to a potential transaction or consider other strategic alternatives for their shares.

Key Dates

Recommendation

The filing indicates progress in the strategic alternatives process with a major shareholder agreeing to exclusivity. However, the lack of definitive terms and the explicit right to abandon discussions mean the outcome remains uncertain. Investors should hold pending further clarity on the strategic review's conclusion, as the situation is still fluid.

Keywords

Lands' End, Edward S. Lampert, ESL Investments, Schedule 13D, strategic alternatives, exclusivity agreement, beneficial ownership, common stock, retail, apparel