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LANDS' END, INC.

For the period ended May 1, 2026. Filed Jun 9, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

May 1, 2026 · Filed Jun 9, 2026

LE$9.33-1.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-10-31; filed 2025-12-09.

0001193125-25-312757

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-05-01; filed 2026-06-09.

0001193125-26-263736

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 186 previous paragraphs and 162 current paragraphs.

79 unchanged; 42 reworded; 36 added; 59 removed; 6 previous and 5 current paragraphs rearranged.

Tables are not compared: 6 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (36)

Current report

JV – Joint venture with WHP Global in which the Company owns 50% of the joint venture entity, LE Topco, LLC

Current report

WHP Transaction – The transaction which, (i) the Company contributed all of its intellectual property and related assets associated with the “Lands’ End” brand, including all of the license agreements entered into in connection with Lands’ End’s licensing business (the “Contributed Assets”) to LE Topco, LLC (the “JV”) a newly formed Delaware limited liability company and wholly owned subsidiary and (ii) immediately thereafter, the Company sold a 50% controlling ownership stake in the JV to WHP Global

Current report

On January 26, 2026, we entered into a Membership Interest Purchase Agreement (“MIPA”) with WH Topco, L.P., a Delaware limited partnership doing business as WHP Global. On April 1, 2026 the MIPA and related transactions were closed and funded (the “Closing”), pursuant to which, (i) we contributed all of our intellectual property and related assets associated with the “Lands’ End” brand, including all of the license agreements entered into in connection with our licensing business (the “Contributed Assets”) to LE Topco, LLC (the “JV”) a newly formed Delaware limited liability company and wholly owned subsidiary and (ii) immediately thereafter, we sold a 50% controlling ownership stake in the JV to WHP Global for an aggregate purchase price of $300 million in cash, and contributed initial cash of $1.25 million to the JV.

Current report

In addition, on April 1, 2026, WHP Global completed a tender offer for $100 million of our shares at a price of $45.00 per share. As a result of the tender offer, WHP Global owns approximately 7.2% of our outstanding shares of common stock and is now considered a related party.

Current report

At the Closing, we entered into a License Agreement, pursuant to which the JV granted a license to us to design, manufacture, sell and promote certain categories of products (including the types of products that we designed, manufactured and sold as of the date of the License Agreement) in certain channels and in certain jurisdictions, including the United States, Canada, the United Kingdom, Germany, Austria and France. The License Agreement is royalty-bearing and subject to a guaranteed minimum royalty (“GMR”) of $50,000,000 per year (calculated pro rata based on an amount of $50,000,000 for a twelve (12) month period for the first contract year) through the end of the contract year 11, will increase one percent per year for contract years 12-21, and will be $55,231,106 for each contract year thereafter, with different royalty rates due depending on the channel under which products are sold. The initial term of the License Agreement is 10 years following the conclusion of the first contract year, and the License Agreement automatically renews for up to 12 successive renewal terms of 7 years each, unless we provide notice of non-renewal at least 24 months prior to the end of the initial or applicable renewal term. The License Agreement is only terminable by the JV if we breach our obligation to make its required guaranteed minimum payments, or to make undisputed royalty payments, in each case subject to an opportunity to cure such non-payment within a certain period of time. Additionally, in certain WHP Global monetization events, such as a qualifying public listing or majority sale, we may have the right or obligation to exchange our interest in the JV for equity in WHP Global, at the same valuation multiple as the WHP Global monetization event.

Current report

We determined that the cash invested, along with the difference between our closing price of the common stock on the day of the closing of the transaction implied a fair value of the JV of $748.6 million. The carrying amount of the intellectual property assets was $257.0 million, previously classified as Asset Held for Sale as of January 30, 2026, resulting in a gain of $491.6 million included in Gain on WHP Transaction on the Condensed Consolidated Statements of Operations.

Current report

In addition, conflict‑related disruptions in global energy markets and shipping lanes in early 2026 have contributed to heightened volatility in crude oil and refined‑product prices and interruptions to certain maritime routes, which may result in higher freight and delivery costs, carrier surcharges, longer transit times, and inventory delays.

Current report

We incurred $23.3 million and $3.3 million of restructuring and other costs during the First Quarter 2026 and First Quarter 2025, respectively.

Current report

Loss on extinguishment of debt – prepayment premium associated with the repayment of the Term Loan Facility before the scheduled maturity date and the write off of related unamortized debt issuance costs of the Term Loan Facility for the 13 weeks ended May 1, 2026.

Current report

Unmitigated tariff costs – unmitigated incremental product costs, net of the impact of vendor negotiations, incurred pursuant to International Emergency Economic Powers Act (“IEEPA”) tariffs that were subsequently ruled unlawful by the Supreme Court of the United States on February 20, 2026 for the 13 weeks ended May 1, 2026.

Current report

JV intangible asset amortization – Lands’ End’s proportionate share of intangible asset amortization expense recorded within the JV’s financial results for the 13 weeks ended May 1, 2026.

Current report

Gain on WHP Transaction – Gain recognized in conjunction with the transfer of the Lands’ End intellectual property to the JV, and immediately thereafter, sale of a 50% controlling ownership stake in the JV to WHP Global for the 13 weeks ended May 1, 2026.

Current report

Unmitigated tariff costs – unmitigated incremental product costs, net of the impact of vendor negotiations, incurred pursuant to International Emergency Economic Powers Act (“IEEPA”) tariffs that were subsequently ruled unlawful by the Supreme Court of the United States on February 20, 2026 for the 13 weeks ended May 1, 2026.

Current report

JV intangible asset amortization – Lands’ End’s proportionate share of intangible asset amortization expense recorded within the JV’s financial results for the 13 weeks ended May 1, 2026.

Current report

Net revenue was $238.9 million for the First Quarter of 2026, a decrease of $22.3 million or 8.5%, from $261.2 million during the First Quarter of 2025. The decrease in revenue was driven primarily by the temporary disruption associated with the rollout of the new warehouse management system and the deliberate pacing of shipments as we ramped our distribution centers back to normal capacity. Excluding the impact of the temporary disruption, we estimate we would have delivered low single-digit revenue growth in the quarter.

Current report

U.S. eCommerce Net revenue was $153.3 million for the First Quarter of 2026, a decrease of $17.4 million or 10.2%, from $170.7 million during the First Quarter of 2025. The decrease was driven by the temporary disruption associated with the rollout of the new warehouse management system and the deliberate pacing of shipments as we ramped our distribution centers back to normal capacity.

Current report

Third Party Net revenue was $13.3 million for the First Quarter of 2026, a decrease of $0.8 million or 5.7%, from $14.1 million during the First Quarter of 2025. The decrease was primarily due to prioritizing profitable high-quality sales and brand quality over lower-value promotional volume.

Current report

Europe eCommerce Net revenue was $20.5 million for the First Quarter of 2026, an increase of $2.6 million or 14.5%, from $17.9 million during the First Quarter of 2025. The increase was primarily due to strategic shift to a franchise-first assortment simplifying the business and improving inventory efficiency.

Current report

Gross profit was $111.5 million for the First Quarter of 2026, a decrease of $21.2 million or 16.0% from $132.7 million during the First Quarter of 2025. Gross margin decreased approximately 410 basis points to 46.7% in the First Quarter of 2026, compared with 50.8% in the First Quarter of 2025. The gross margin decrease was primarily driven by the deleverage created by the temporary distribution center disruption, the new royalty structure associated with the JV and continued tariff headwinds.

Current report

Selling and administrative expenses increased $3.0 million to $126.5 million or 53.0% of Net revenue in the First Quarter of 2026 compared with $123.5 million or 47.3% of Net revenue in the First Quarter of 2025. The approximately 570 basis point increase was driven by deleverage from lower net revenue and investment in digital marketing focused on new customer acquisition.

Current report

As a result of the above factors, Operating loss was $44.1 million in the First Quarter of 2026 compared to $2.4 million in the First Quarter of 2025.

Current report

Gain on transaction with WHP was $491.6 million in First Quarter of 2026 compared to none in First Quarter of 2025.

Current report

Loss on extinguishment of debt was $9.2 million in First Quarter of 2026 compared to none in First Quarter of 2025.

Current report

Adjusted EBITDA was $(6.2) million in First Quarter 2026, a decrease of 165%, compared to $9.5 million in First Quarter 2025.

Current report

On April 1, 2026, we fully repaid the outstanding principal balance of $234.0 million under our Term Loan Facility, together with $0.9 million of accrued and unpaid interest, using proceeds from the WHP Transaction. In connection with the repayment, we incurred a 1% prepayment premium of $2.3 million and wrote off the remaining unamortized deferred financing costs of $6.9 million.

Current report

These items resulted in a $9.2 million loss on extinguishment of debt, which is reflected in the condensed consolidated statement of operations.

Current report

Prior to our repayment on April 1, 2026, our Term Loan Facility was secured by a second-priority security interest in such working capital assets and a first-priority security interest in certain other assets, including specified fixed assets. Upon repayment in full of the Term Loan Facility on April 1, 2026, all outstanding borrowings under the facility were extinguished and all related liens and guarantees were released.

Current report

As of May 1, 2026, the Company was in compliance with all applicable covenants under the ABL Facility.

Current report

Net cash provided by investing activities was $288.6 million Year-to-Date 2026 compared to Net cash used in investing activities of $8.3 million during Year-to-Date 2025. The increase in net cash provided by investing activities was primarily due to the proceeds from the closing of the JV transaction.
Removed paragraphs (59)

Previous report

GMV – Gross merchandise value equals total order value of all Lands’ End branded merchandise sold to customers through business-to-consumer and business-to-business channels, as well as the estimated retail value of the merchandise sold through third party distribution channels

Previous report

Term Loan Adjusted SOFR – SOFR plus adjustments of either (a) 0.11448% for a one-month interest period, (b) 0.26161% for a three-month interest period, or (c) 0.42826% for a six-month interest period

Previous report

We incurred $1.5 million and $1.8 million of restructuring and other costs during the Third Quarter 2025 and Third Quarter 2024, respectively. Restructuring and other costs of $7.2 million and $4.5 million were incurred Year-to-Date 2025 and Year-to-Date 2024, respectively.

Previous report

Long-lived asset impairment – charges associated with the non-cash write down of certain long-lived assets for the 13 and 39 weeks ended October 31, 2025 and November 1, 2024.

Previous report

Long-lived asset impairment – charges associated with the non-cash write down of certain long-lived assets for the 13 and 39 weeks ended October 31, 2025 and November 1, 2024.

Previous report

Gross Merchandise Value (“GMV”) increased low-single digits when compared to Third Quarter 2024.

Previous report

Net revenue was $317.5 million for the Third Quarter of 2025, a decrease of $1.1 million or 0.3%, from $318.6 million during the Third Quarter of 2024.

Previous report

U.S. eCommerce Net revenue was $179.8 million for the Third Quarter of 2025, a decrease of $6.3 million or 3.4%, from $186.1 million during the Third Quarter of 2024. The Third Quarter of 2025 decrease was the result of improvements in promotional productivity and enhanced inventory efficiency, which resulted in gross margin expansion and improved profitability compared to the Third Quarter of 2024.

Previous report

Third Party Net revenue was $18.9 million for the Third Quarter of 2025, an increase of $4.8 million or 34.0%, from $14.1 million during the Third Quarter of 2024. The increase was primarily due to strength across nearly all of our marketplace partners with significant year-over-year increases in both Amazon and Macy’s.

Previous report

Europe eCommerce Net revenue was $19.8 million for the Third Quarter of 2025, a decrease of $5.2 million or 20.8%, from $25.0 million during the Third Quarter of 2024. The decrease was primarily due to increased promotional activity and continued macroeconomic pressures impacting consumers.

Previous report

Licensing and Retail Net revenue was $20.2 million for the Third Quarter of 2025, an increase of $0.1 million or 0.5%, from $20.1 million during the Third Quarter of 2024. The revenue increased due to licensing revenue increasing by over 30% and the performance of U.S. Company Operated stores partially offset by the timing of wholesale transactions compared to last year.

Previous report

Gross profit was $164.5 million for the Third Quarter of 2025, an increase of $3.4 million or 2.1% from $161.1 million during the Third Quarter of 2024. Gross margin increased approximately 120 basis points to 51.8% in the Third Quarter of 2025, compared with 50.6% in the Third Quarter of 2024. The gross margin improvement was primarily driven by continued strength across key categories at a higher average unit retail and the expansion of the licensing business, partially offset by tariffs.

Previous report

Selling and administrative expenses decreased $2.3 million to $138.6 million or 43.7% of Net revenue in the Third Quarter of 2025 compared with $140.9 million or 44.2% of Net revenue in the Third Quarter of 2024. The approximately 50 basis point improvement was primarily driven by operational efficiencies and strong cost controls across the entire business.

Previous report

As a result of the above factors, Operating income was $16.8 million in the Third Quarter of 2025 compared to $9.3 million in the Third Quarter of 2024.

Previous report

Adjusted EBITDA was $25.9 million in Third Quarter 2025, an increase of 28%, compared to $20.3 million in Third Quarter 2024.

Previous report

Gross Merchandise Value (“GMV”) was approximately flat compared to Year-to-Date 2024. Excluding the $12.7 million impact of transitioning kids and footwear inventory to licensees during First Quarter 2024, GMV increased by low-single digits.

Previous report

Net revenue was $872.8 million for Year-to-Date 2025, a decrease of $48.5 million or 5.3%, from $921.3 million during Year-to-Date 2024. Excluding the impact of transitioning kids and footwear inventory to licensees, Net revenue decreased by 3.8%.

Previous report

U.S. Digital Segment Net revenue was $760.6 million for Year-to-Date 2025, a decrease of $11.9 million or 1.5% from $772.5 million in Year-to-Date 2024.

Previous report

U.S. eCommerce Net revenue was $517.8 million for Year-to-Date 2025, a decrease of $27.1 million or 5.0%, from $544.9 million during Year-to-Date 2024. Year-to-Date 2025 reflected continued strength in our outerwear and transitional key items which resulted in gross margin expansion and improved profitability compared to Year-to-Date 2024.

Previous report

Outfitters Net revenue was $188.1 million for Year-to-Date 2025, an increase of $8.9 million or 5.0%, from $179.2 million during Year-to-Date 2024. The school uniform channel increased primarily due to a strong back to school season and new customers acquired from a competitor exiting the market. The business uniform channel was approximately flat primarily due to strength in enterprise accounts offset by slight weakness in medium and smaller accounts.

Previous report

Third Party Net revenue was $54.6 million for Year-to-Date 2025, an increase of $6.2 million or 12.8%, from $48.4 million during Year-to-Date 2024. The increase was primarily due to curated product assortments which resulted in a strong Third Quarter 2025 across nearly all of the marketplaces.

Previous report

Europe eCommerce Net revenue was $57.3 million for Year-to-Date 2025, a decrease of $15.6 million or 21.4%, from $72.9 million during Year-to-Date 2024. The decrease was primarily due to new leadership using the first half to relaunch as a more premium brand and continued macroeconomic pressures.

Previous report

Licensing and Retail Net revenue was $55.0 million for Year-to-Date 2025, a decrease of $20.8 million or 27.4%, from $75.8 million during Year-to-Date 2024. The decrease was primarily driven by the impact of transitioning kids and footwear inventory to licensees in the First Quarter of 2024 and the performance of U.S. Company Operated stores partially offset by licensing revenue increasing by over 30%. Compared to Year-to-Date 2024, Licensing GMV increased by over 40%.

Previous report

Gross profit was $440.6 million for Year-to-Date 2025, a decrease of $11.4 million or 2.5% from $452.0 million during Year-to-Date 2024. Gross margin increased approximately 140 basis points to 50.5% in Year-to-Date 2025, compared with 49.1% in Year-to-Date 2024. The gross margin improvement was primarily driven by continued strength across key categories and expansion of the licensing business, partially offset by tariffs.

Previous report

Selling and administrative expenses decreased $12.4 million to $391.4 million or 44.8% of Net revenue in Year-to-Date 2025 compared with $403.8 million or 43.8% of Net revenue in Year-to-Date 2024. The approximately 100 basis points increase was primarily driven by deleverage from lower revenues partially offset by operational efficiencies and strong cost controls across the entire business.

Previous report

As a result of the above factors, Operating income was $18.4 million in Year-to-Date 2025 compared to $14.0 million in Year-to-Date 2024.

Showing the first 40 of 59 passages. Open the source sections for the rest.

Reworded paragraphs (42)

Previous wording

Lands’ End is a leading digital retailer of solution-based apparel, swimwear, outerwear, accessories, footwear, home products and uniforms. We offer products online atwww.landsend.com, through third-party distribution channels, our own Company Operated stores and third-party license agreements. We also offer products to businesses and schools, for their employees and students, through the Outfitters distribution channel. We are a classic American lifestyle brand that creates solutions for life’s every journey.

Current wording

Lands’ End is a leading digital retailer of solution-based apparel, swimwear, outerwear, accessories, footwear, home products and uniforms. We offer products online atwww.landsend.com, through third-party distribution channels and our own Company Operated stores. We also offer products to businesses and schools, for their employees and students, through the Outfitters distribution channel. We are a classic American lifestyle brand that creates solutions for life’s every journey.

Previous wording

We identify our operating segments according to how our business activities are managed and evaluated. Following internal organizational changes and realignment of distribution channel responsibilities in Fourth Quarter 2024, our operating segments now consist of: U.S. eCommerce, Europe eCommerce, Outfitters, Third Party, Licensing and Retail.

Current wording

We identify our operating segments according to how our business activities are managed and evaluated. Our operating segments consist of: U.S. eCommerce, Europe eCommerce, Outfitters, Third Party, Licensing and Retail.

Previous wording

Licensing earns royalties on the use of our trademark and any fulfillment fees for fulfillment services provided by us.

Current wording

Licensing earned royalties on the use of our trademark and any fulfillment fees for fulfillment services provided by us through the closing of the WHP Transaction. Effective April 1, 2026, the licensing segment earns fulfillment fees for fulfillment services provided by us.

Previous wording

Macroeconomic issues which impact consumer discretionary spending, such as realized inflation-based price increases and high interest rates, have continued to have an impact on our business. Apparel purchases historically have been influenced by domestic and global economic conditions, which may negatively impact customer demand and may require higher levels of promotion in order to attract and retain customers. Additionally, the variable interest rates associated with our Debt Facilities are negatively affected by higher interest rate environments. Macroeconomic challenges may lead to increased cost of raw materials, packaging materials, labor, energy, fuel, debt and other inputs necessary for the production and distribution of our products. Ongoing uncertainty surrounding global trade policy, including ongoing and potential tariff increases on goods manufactured in key sourcing regions, have elevated and could further elevate product costs. We are monitoring these developments and are actively pursuing mitigation strategies, but escalating trade tensions may pressure margins and disrupt supply chain efficiency.

Current wording

Macroeconomic issues which impact consumer discretionary spending, such as realized inflation-based price increases and high interest rates have continued to have an impact on our business. Apparel purchases historically have been influenced by domestic and global economic conditions, which may negatively impact customer demand and may require higher levels of promotion in order to attract and retain customers. Macroeconomic challenges may lead to increased cost of raw materials, packaging materials, labor, energy, fuel, debt and other inputs necessary for the production and distribution of our products. Moreover, uncertainty with respect to trade policy and tariffs, including increased tariffs applicable to countries where our vendors manufacture Lands’ End product, may result in an increase in the cost of our products.

Previous wording

We incurred restructuring and other charges related to cost optimization of business operations and exploring strategic alternatives. During Year-to-Date 2025, we reduced approximately 6% of our corporate office positions and incurred restructuring charges, primarily severance and benefit and other related costs. The reductions in the corporate office positions were made to better align with the evolving needs of the business and to invest in key growth areas. Additionally, we incurred ongoing costs related to exploring strategic alternatives to maximize shareholder value and have included those costs as part of restructuring and other.

Current wording

We have incurred restructuring and other charges related to cost optimization of business operations and exploring strategic alternatives. During First Quarter 2026 and First Quarter 2025, we incurred ongoing costs related to exploring strategic alternatives to maximize shareholder value and we included those costs as part of restructuring and other. This process culminated in the WHP Transaction. Additionally, during First Quarter 2025, we reduced approximately 6% of corporate office positions and incurred restructuring charges, primarily severance and benefit and other related costs. The reductions in the corporate office positions were made to better align with the evolving needs of the business and to invest in key growth areas.

Previous wording

As of October 31, 2025, approximately $0.2 million of restructuring and other costs incurred had yet to be paid and are included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

Current wording

As of May 1, 2026, approximately $2.8 million of restructuring and other costs incurred had yet to be paid and are included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

Previous wording

The Condensed Consolidated Financial Statements have been prepared in accordance with GAAP and include the accounts of Lands’ End, Inc. and its subsidiaries. All intercompany transactions and balances have been eliminated.

Current wording

The Condensed Consolidated Financial Statements include the accounts of Lands’ End, Inc. and its subsidiaries. We hold a 50% interest in the JV, which we account for under the equity method. All intercompany transactions and balances have been eliminated.

Previous wording

Corporate restructuring and other – composed of severance and benefit costs as well as costs related to the strategic alternative exploration for the 13 and 39 weeks ended October 31, 2025 and primarily severance and benefit costs for the 13 and 39 weeks ended November 1, 2024.

Current wording

Corporate restructuring and other – composed of costs related to the strategic alternative exploration as well as severance and benefit costs for the 13 weeks ended May 1, 2026 and May 2, 2025.

Previous wording

Exit costs - charges associated to exit kids and footwear lines of business including inventory excess and obsolescence reserves, inventory discounts and operational charges recorded in the 39 weeks ended October 31, 2025 and November 1, 2024 in conjunction with our licensing arrangements commencing in Fiscal 2024.

Current wording

Exit costs – charges associated to exit kids and footwear lines of business including inventory excess and obsolescence reserves, inventory discounts and operational charges recorded in the 13 weeks ended May 2, 2025 in conjunction with our licensing arrangements commencing in Fiscal 2024.

Previous wording

The following tables set forth, for the periods indicated, a reconciliation of Net income (loss) to Adjusted net income (loss) and Adjusted diluted earnings (loss) per share:

Current wording

The following table sets forth, for the periods indicated, a reconciliation of Net income (loss) to Adjusted net income (loss) and Adjusted diluted earnings (loss) per share:

Previous wording

Corporate restructuring and other – composed of severance and benefit costs as well as costs related to the strategic alternative exploration for the 13 and 39 weeks ended October 31, 2025 and primarily severance and benefit costs for the 13 and 39 weeks ended November 1, 2024.

Current wording

Corporate restructuring and other – composed of costs related to the strategic alternative exploration as well as severance and benefit costs for the 13 weeks ended May 1, 2026 and May 2, 2025.

Previous wording

Net gain or loss on disposal of property and equipment – disposal of property and equipment for the 13 and 39 weeks ended October 31, 2025 and November 1, 2024.

Current wording

Net gain or loss on disposal of property and equipment – disposal of property and equipment for the 13 weeks ended May 1, 2026 and May 2, 2025.

Previous wording

Exit costs - charges associated to exit kids and footwear lines of business including inventory excess and obsolescence reserves, inventory discounts and operational charges recorded in the 39 weeks ended October 31, 2025 and November 1, 2024 in conjunction with our licensing arrangements commencing in Fiscal 2024.

Current wording

Exit costs - charges associated to exit kids and footwear lines of business including inventory excess and obsolescence reserves, inventory discounts and operational charges recorded in the 13 weeks ended May 2, 2025 in conjunction with our licensing arrangements commencing in Fiscal 2024.

Previous wording

The following tables set forth, for the periods indicated, selected income statement data, both in dollars and as a percentage of Net revenue and a reconciliation of Net income (loss) to Adjusted EBITDA:

Current wording

The following table sets forth, for the periods indicated, selected income statement data, both in dollars and as a percentage of Net revenue and a reconciliation of Net income (loss) to Adjusted EBITDA:

Previous wording

We use Net revenue to evaluate revenue performance for the U.S. eCommerce, Europe eCommerce, Outfitters, Third Party, Retail and Licensing distribution channels. We use GMV, which equals total order value of all Lands’ End branded merchandise sold to customers through business-to-consumer and business-to-business channels, as well as the estimated retail value of the merchandise sold through third party distribution channels, as an important indicator of the performance of the comparable growth of the total brand.

Current wording

We use Net revenue to evaluate revenue performance for the U.S. eCommerce, Europe eCommerce, Outfitters, Third Party, Retail and Licensing distribution channels.

Previous wording

U.S. Digital Segment Net revenue was $277.5 million for the Third Quarter of 2025, an increase of $4.0 million or 1.5% from $273.5 million in the Third Quarter of 2024.

Current wording

U.S. Digital Segment Net revenue was $205.1 million for the First Quarter of 2026, a decrease of $22.6 million or 9.9% from $227.7 million in the First Quarter of 2025.

Previous wording

Outfitters Net revenue was $78.8 million for the Third Quarter of 2025, an increase of $5.4 million or 7.4%, from $73.4 million during the Third Quarter of 2024. The school uniform channel significantly increased due to a strong back to school season and new customers acquired from a competitor exiting the market. Revenue from the business uniform channel was down year-over-year driven by the timing of orders from select enterprise accounts.

Current wording

Outfitters Net revenue was $38.5 million for the First Quarter of 2026, a decrease of $4.4 million or 10.3%, from $42.9 million during the First Quarter of 2025. The decrease was driven by the temporary disruption of the new warehouse management system. Customer orders from the business uniform channel remained strong primarily driven by select enterprise accounts.

Previous wording

Depreciation and amortization expense decreased $0.8 million to $7.4 million in the Third Quarter of 2025 compared with $8.2 million in the Third Quarter of 2024. The decrease in depreciation and amortization is primarily driven by lower software depreciation as a result of major software projects becoming fully depreciated.

Current wording

Depreciation and amortization expense decreased $2.2 million to $6.1 million in the First Quarter of 2026 compared with $8.3 million in the First Quarter of 2025. The decrease in depreciation and amortization is primarily driven by lower software depreciation as a result of major software projects becoming fully depreciated.

Previous wording

Other operating expense, net was $1.7 million in the Third Quarter of 2025 compared to $2.8 million in the Third Quarter of 2024. The decrease was primarily driven by restructuring and other costs incurred. See Note 1, Background and Basis of Presentation.

Current wording

Other operating expense, net was $23.1 million in the First Quarter of 2026 compared to $3.3 million in the First Quarter of 2025. The increase was primarily driven by restructuring and other costs incurred. See Note 1, Background and Basis of Presentation.

Previous wording

Interest expense was $9.4 million in the Third Quarter of 2025 compared to $10.3 million in the Third Quarter of 2024. The $0.9 million decrease was primarily driven by lower ABL Facility interest related to lower average outstanding balances and lower applicable interest rates under the Term Loan Facility.

Current wording

Interest expense was $5.5 million in the First Quarter of 2026 compared to $9.3 million in the First Quarter of 2025. The $3.8 million decrease was primarily driven by lower ABL Facility interest related to lower average outstanding balances and lower applicable interest rates under the Term Loan Facility. As previously announced, we used a portion of the cash proceeds from the WHP Transaction to fully repay the term loan.

Previous wording

Other income was insignificant in the Third Quarter of 2025 compared to other expense of $0.4 million in the Third Quarter of 2024.

Current wording

Other expense was insignificant in the First Quarter of 2026 compared to insignificant other income in the First Quarter of 2025.

Previous wording

We recorded income tax expense at an overall effective rate of 30.2% for the Third Quarter 2025 and a tax benefit of 55.4% for the Third Quarter of 2024, respectively. The overall effective tax rate for the 13 weeks ended October 31, 2025 varies from the U.S. federal statutory rate of 21% as a result of state taxes, and non-deductible expenses. The overall effective tax rate for the 13 weeks ended November 1, 2024 varies from the U.S. federal statutory rate of 21% as a result of state taxes, non-deductible expenses, the impacts of certain state audit closures, and stock-based compensation adjustments.

Current wording

We recorded income tax expense at an overall effective rate of 23.6% for the First Quarter 2026 and a tax benefit of 28.9% for the First Quarter of 2025, respectively. The overall effective tax rate for the 13 weeks ended May 1, 2026, varies from the U.S. federal statutory rate of 21% as a result of state taxes and non-deductible expenses. The overall effective tax rate for the 13 weeks ended May 2, 2025 varies from the U.S. federal statutory rate of 21% as a result of state taxes and non-deductible expenses.

Previous wording

As a result of the above factors, Net income was $5.2 million and diluted earnings per share was $0.17 in the Third Quarter of 2025 compared with Net loss of $0.6 million and diluted loss per share was $0.02 in the Third Quarter of 2024.

Current wording

As a result of the above factors, Net income was $330.7 million and diluted earnings per share was $10.56 in the First Quarter of 2026 compared with Net loss of $8.3 million and diluted loss per share was $0.27 in the First Quarter of 2025.

Previous wording

Adjusted net income was $6.5 million and Adjusted diluted earnings per share was $0.21 in the Third Quarter of 2025 compared to Adjusted net income of $1.8 million and Adjusted diluted earnings per share of $0.06 in the Third Quarter of 2024.

Current wording

Adjusted net loss was $3.5 million and Adjusted diluted loss per share was $0.11 in the First Quarter of 2026 compared to Adjusted net loss of $5.4 million and Adjusted diluted loss per share of $0.18 in the First Quarter of 2025.

Previous wording

U.S. Digital Segment variable profit was $71.4 million in the Third Quarter of 2025, an increase of $8.0 million compared to $63.4 million in the Third Quarter of 2024. U.S. Digital Segment variable profit was 25.7% of Net revenue in the Third Quarter of 2025, which is an increase of 250 basis points compared to 23.2% of Net revenue in the Third Quarter of 2024. The increase in variable profit as a percentage of Net revenue was driven by product solutions and newness across the assortment, improvements in supply chain costs and cost controls across the entire business.

Current wording

U.S. Digital Segment variable profit was $34.1 million in the First Quarter of 2026, a decrease of $18.8 million compared to $52.9 million in the First Quarter of 2025. U.S. Digital Segment variable profit was 16.6% of U.S. Digital Segment revenue in the First Quarter of 2026, which is a decrease of 660 basis points compared to 23.2% of U.S. Digital Segment revenue in the First Quarter of 2025. The decrease in variable profit as a percentage of U.S. Digital Segment revenue was driven by the temporary disruption associated with the rollout of the new warehouse management system, the new royalty structure associated with the JV and continued tariff headwinds.

Previous wording

Product cost of goods sold was $104.5 million or 37.7% of U.S. Digital Segment revenue in the Third Quarter of 2025 compared to $103.9 million or 38.0% of U.S. Digital Segment revenue in the Third Quarter of 2024. Shipping cost of goods sold was $32.4 million or 11.7% of U.S. Digital Segment revenue in the Third Quarter of 2025 compared to $33.8 million or 12.4% of U.S. Digital Segment revenue in the Third Quarter of 2024. The change in Product and Shipping cost of goods sold as a percentage of U.S. Digital Segment revenue was primarily due to product assortment mix and improvements in supply chain costs. Marketing expenses were $45.3 million or 16.3% of U.S. Digital Segment revenue in the Third Quarter of 2025 compared to $45.2 million or 16.5% of U.S. Digital Segment revenue in the Third Quarter of 2024. The increase in Marketing expenses was primarily due to higher digital spend focused on new customer acquisition.

Current wording

Product cost of goods sold was $76.5 million or 37.3% of U.S. Digital Segment revenue in the First Quarter of 2026 compared to $83.6 million or 36.7% of U.S. Digital Segment revenue in the First Quarter of 2025. Shipping cost of goods sold was $30.5 million or 14.9% of U.S. Digital Segment revenue in the First Quarter of 2026 compared to $26.9 million or 11.8% of U.S. Digital Segment revenue in the First Quarter of 2025. The change in Product and Shipping cost of goods sold as a percentage of U.S. Digital Segment revenue was primarily due to product assortment mix and the temporary disruption associated with the rollout of the new warehouse management system. Marketing expenses were $39.5 million or 19.3% of U.S. Digital Segment revenue in the First Quarter of 2026 compared to $39.9 million or 17.5% of U.S. Digital Segment revenue in the First Quarter of 2025. The increase in Marketing expenses as a percentage of U.S. Digital Segment revenue was primarily due to the temporary disruption associated with the rollout of the new warehouse management system.

Previous wording

Our primary need for liquidity is to fund working capital requirements of our business, which are inventory purchases, payments on debt, capital expenditures and for general corporate purposes. Our cash and cash equivalents and the ABL Facility serve as sources of liquidity for short-term working capital needs and general corporate purposes. The ABL Facility had a balance outstanding of $75.0 million on October 31, 2025, other than letters of credit. Cash generated from our net revenue and profitability, and to a lesser extent our changes in working capital, are driven by the seasonality of our business, with a significant amount of net revenue and operating cash flows generally occurring in the fourth fiscal quarter of each year. We expect that our cash on hand and cash flows from operations, along with revolving on the ABL Facility, will be adequate to meet our capital requirements and operational needs for at least the next 12 months.

Current wording

Our primary need for liquidity is to fund working capital requirements of our business, which are inventory purchases, payments on debt, capital expenditures and for general corporate purposes. Our cash and cash equivalents and the ABL Facility serve as sources of liquidity for short-term working capital needs and general corporate purposes. The ABL Facility had a balance outstanding of $30.0 million on May 1, 2026, other than letters of credit. Cash generated from our net revenue and profitability, and to a lesser extent our changes in working capital, are driven by the seasonality of our business, with a significant amount of net revenue and operating cash flows generally occurring in the fourth fiscal quarter of each year. We expect that our cash on hand and cash flows from operations, along with revolving on the ABL Facility, will be adequate to meet our capital requirements and operational needs for at least the next 12 months.

Previous wording

Our $225.0 million committed revolving ABL Facility, as amended to date, includes a $35.0 million sublimit for letters of credit and is available for working capital and other general corporate liquidity needs. The amount available to borrow is the lesser of (1) the Aggregate Commitments of $225.0 million or (2) the Borrowing Base or Loan Cap which is calculated from Eligible Inventory, Trade Receivables and Credit Card Receivables, all foregoing capitalized terms not defined herein are as defined in the ABL Facility. The balance outstanding on October 31, 2025 and November 1, 2024 was $75.0 million and $60.0 million, respectively. The balance of outstanding letters of credit was $10.9 million and $11.1 million on October 31, 2025 and November 1, 2024, respectively. The borrowing availability under the ABL Facility was $115.1 million and $90.3 million as of October 31, 2025 and November 1, 2024, respectively.

Current wording

Our $225.0 million committed revolving ABL Facility, as amended to date, includes a $35.0 million sublimit for letters of credit and is available for working capital and other general corporate liquidity needs. The amount available to borrow is the lesser of (1) the Aggregate Commitments of $225.0 million or (2) the Borrowing Base or Loan Cap which is calculated from Eligible Inventory, Trade Receivables and Credit Card Receivables, all foregoing capitalized terms not defined herein are as defined in the ABL Facility. The balance outstanding on May 1, 2026 and May 2, 2025 was $30.0 million and $40.0 million, respectively. The balance of outstanding letters of credit was $11.5 million and $11.0 million on May 1, 2026 and May 2, 2025, respectively. The borrowing availability under the ABL Facility was $104.2 million and $86.8 million as of May 1, 2026 and May 2, 2025, respectively.

Previous wording

The ABL Facility fees include (i) commitment fees of 0.20% or 0.30% based upon the average daily unused commitment (aggregate commitment less loans and letter of credit outstanding) under the ABL Facility for the preceding fiscal quarter, (ii) customary letter of credit fees and (iii) customary annual agent fees. The Fifth Amendment extended the maturity date of the ABL Facility to the earlier of (a) March 28, 2030 and (b) September 29, 2028 if, on or prior to such date, the Term Loan Facility has not been refinanced, extended or repaid in full in accordance with the terms thereof and not replaced with other indebtedness. Under applicable accounting guidance, certain unamortized debt issuance costs originating from the ABL Facility are deferred and amortized over the extended term of the ABL Facility, and certain unamortized debt issuance costs have been written off. As of October 31, 2025, we had $75.0 million borrowings outstanding under the ABL Facility.

Current wording

The ABL Facility fees include (i) commitment fees of 0.20% or 0.30% based upon the average daily unused commitment (aggregate commitment less loans and letter of credit outstanding) under the ABL Facility for the preceding fiscal quarter, (ii) customary letter of credit fees and (iii) customary annual agent fees. The Fifth Amendment extended the maturity date of the ABL Facility to March 28, 2030. Under applicable accounting guidance, certain unamortized debt issuance costs originating from the ABL Facility are deferred and amortized over the extended term of the ABL Facility, and certain unamortized debt issuance costs have been written off. As of May 1, 2026, we had $30.0 million borrowings outstanding under the ABL Facility.

Previous wording

All obligations under the Debt Facilities are unconditionally guaranteed by Lands’ End, Inc. and, subject to certain exceptions, each of its existing and future direct and indirect subsidiaries. The ABL Facility is secured by a first priority security interest in certain working capital of the borrowers and guarantors consisting primarily of accounts receivable and inventory. The Term Loan Facility is also secured by a second priority security interest in the same collateral, with certain exceptions.

Current wording

All obligations under our ABL Facility are unconditionally guaranteed by Lands’ End, Inc. and, subject to certain exceptions, each of its existing and future direct and indirect subsidiaries.

Previous wording

Subject to specified exceptions, the Debt Facilities contain various representations and warranties and restrictive covenants that, among other things, restrict Lands’ End, Inc.’s and its subsidiaries’ ability to incur indebtedness (including guarantees), grant liens, make investments, make dividends or distributions with respect to capital stock, make prepayments on other indebtedness, engage in mergers or change the nature of their business.

Current wording

Subject to specified exceptions, the ABL Facility contains customary representations and warranties and restrictive covenants that, among other things, limit Lands’ End, Inc. and its subsidiaries’ ability to incur indebtedness (including guarantees), grant liens, make investments, pay dividends or other distributions, prepay certain indebtedness, and engage in mergers or changes in the nature of their business.

Previous wording

The Term Loan Facility contains financial covenants, including a quarterly maximum total leverage ratio test and a monthly minimum liquidity test.

Current wording

Prior to its repayment on April 1, 2026, our Term Loan Facility contained financial covenants, including a quarterly maximum total leverage ratio and a monthly minimum liquidity requirement. Upon repayment in full of the Term Loan Facility on April 1, 2026, these covenants ceased to apply.

Previous wording

Under the ABL Facility, if excess availability falls below the greater of 10% of the Loan Cap amount or $12.0 million, we will be required to comply with a minimum fixed charge coverage ratio of 1.0 to 1.0.

Current wording

Under the ABL Facility, if excess availability falls below the greater of 10% of the Loan Cap amount or $12.0 million, we are required to comply with a minimum fixed charge coverage ratio of 1.0 to 1.0.

Previous wording

The Debt Facilities contain certain affirmative covenants, including reporting requirements such as delivery of financial statements, certificates and notices of certain events, maintaining insurance and providing additional guarantees and collateral in certain circumstances.

Current wording

The ABL Facility also contains customary affirmative covenants, including reporting requirements such as delivery of periodic financial statements, compliance certificates and notices of certain events, as well as requirements to maintain insurance and, in certain circumstances, provide additional guarantees and collateral.

Previous wording

The Debt Facilities include customary events of default including non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations or warranties, cross defaults related to certain other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests, material judgments and change of control.

Current wording

The ABL Facility includes customary events of default including non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations or warranties, cross defaults related to any other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests, material judgments and change of control.

Previous wording

Net cash used in operating activities was $15.2 million during Year-to-Date 2025 compared to $12.2 million during Year-to-Date 2024. The increase in net cash used in operating activities was primarily due to tariffs, partially offset by operating income.

Current wording

Net cash used in operating activities was $74.2 million during Year-to-Date 2026 compared to Net cash used in operating activities of $22.5 million during Year-to-Date 2025. The increase in net cash used in operating activities was primarily due to the impact of the closing of the JV transaction as well as increased inventory related to the temporary distribution center disruption.

Previous wording

For Fiscal 2025, we plan to invest approximately $28.0 million in capital expenditures for strategic investments and infrastructure, primarily in technology and general corporate needs.

Current wording

For Fiscal 2026, we plan to invest approximately $40.0 million in capital expenditures for strategic investments and infrastructure, primarily in technology and general corporate needs.

Previous wording

Net cash provided by financing activities was $58.4 million during Year-to-Date 2025, compared to $39.4 million during Year-to-Date 2024. The increase in net cash provided by financing activities is primarily due to an increase in borrowings under our ABL Facility in the Third Quarter 2025 as compared to the prior year.

Current wording

Net cash used in financing activities was $209.2 million during Year-to-Date 2026, compared to Net cash provided by financing activities of $32.4 million during Year-to-Date 2025. The increase in net cash used in financing activities is primarily due to using the majority of the $300 million in cash proceeds from the JV transaction to fully repay the term loan.

Previous wording

There have been no material changes to our contractual obligations and off-balance-sheet arrangements as discussed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025.

Current wording

During the First Quarter of 2026, the Company repaid in full the outstanding balance of the Term Loan Facility. Additionally, the Company has guaranteed minimum royalty ("GMR") payment obligations of $50.0 million per year through Fiscal 2036. Except for this repayment and the GMR obligations, there have been no other material changes to our contractual obligations and off-balance-sheet arrangements as discussed in our Annual Report on Form 10-K for the fiscal year ended January 30, 2026.

Showing the first 40 of 42 pairs. Open the source sections for the rest.

Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

First Quarter 2025 – The 13 weeks ended May 2, 2025

Current report — wording carried from elsewhere

Fiscal 2026 – The 52 weeks ending January 29, 2027

Current report — wording carried from elsewhere

Fiscal 2024 – The 52 weeks ended January 31, 2025

Current report — wording carried from elsewhere

Year-to-Date 2025 – The 13 weeks ended May 2, 2025

Current report — wording carried from elsewhere

The ABL Facility is secured by a first priority security interest in certain working capital assets of the borrowers and guarantors, primarily consisting of inventory and accounts receivable, subject to customary exceptions.
Rearranged previous paragraphs (6)

Previous report — wording carried elsewhere

The tax impact of adjustments is calculated at the applicable U.S. and non-U.S. Federal and State statutory rates.

Previous report — wording carried elsewhere

Depreciation and amortization expense decreased $2.5 million to $23.4 million in Year-to-Date 2025 compared with $25.9 million in Year-to-Date 2024. The decrease in depreciation and amortization is primarily driven by lower software depreciation as a result of major software projects becoming fully depreciated.

Previous report — wording carried elsewhere

Other operating expense, net was $7.5 million in Year-to-Date 2025 compared to $8.4 million in Year-to-Date 2024. The decrease was primarily driven by restructuring and other costs incurred. See Note 1, Background and Basis of Presentation.

Previous report — wording carried elsewhere

Interest expense was $27.9 million in Year-to-Date 2025 compared to $31.0 million in Year-to-Date 2024. The $3.1 million decrease was primarily driven by lower ABL Facility interest related to lower average outstanding balances and lower applicable interest rates under the Term Loan Facility.

Previous report — wording carried elsewhere

We recorded an income tax benefit at an overall effective rate of 28.8% and 28.7% for the Year-to-Date 2025 and Year-to-Date 2024, respectively. The overall effective tax rate for the 39 weeks ended October 31, 2025 varies from the U.S. federal statutory rate of 21% as a result of state taxes, and non-deductible expenses. The overall effective tax rate for the 39 weeks ended November 1, 2024 varies from the U.S. federal statutory rate of 21% as a result of state taxes, non-deductible expenses, the impact of certain state audit closures, and stock-based compensation adjustments.

Previous report — wording carried elsewhere

U.S. Digital Segment Results of Operations