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LANDS' END, INC.

For the period ended Jul 31, 2026. Filed Sep 3, 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.

Jul 31, 2026 · Filed Sep 3, 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 2026-05-01; filed 2026-06-09.

0001193125-26-263736

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

Current report: 10-Q

Period ended 2026-07-31; filed 2026-09-03.

0001193125-26-381873

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 162 previous paragraphs and 200 current paragraphs.

98 unchanged; 46 reworded; 48 added; 16 removed; 2 previous and 8 current paragraphs rearranged.

Tables are not compared: 3 previous and 6 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 (48)

Current report

ASC – Financial Accounting Standards Board Accounting Standards Codification, which serves as the source for authoritative GAAP, as supplemented by rules and interpretive releases by the SEC which are also sources of authoritative GAAP for SEC registrants

Current report

We apply a loss recovery model in accordance with ASC Topic 410 to account for potential refunds of previously paid International Emergency Economic Powers Act (“IEEPA”) tariffs. Any refunds, when recognized, are reflected as a reduction of Inventories on the Condensed Consolidated Balance Sheet to the extent the related goods remain on hand, or as a reduction of Cost of sales in the Condensed Consolidated Statements of Operations for amounts related to goods already sold.

Current report

We incurred $11.7 million and $2.4 million of restructuring and other costs during the Second Quarter 2026 and Second Quarter 2025, respectively. Restructuring and other costs of $35.0 million and $5.8 million were incurred Year-to-Date 2026 and Year-to-Date 2025, respectively.

Current report

Unmitigated tariff recovery – 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 recovered for the 13 and 26 weeks ended July 31, 2026.

Current report

Unmitigated tariff recovery – 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 recovered for the 13 and 26 weeks ended July 31, 2026.

Current report

Net revenue was $302.0 million for the Second Quarter of 2026, an increase of $7.9 million or 2.7%, from $294.1 million during the Second Quarter of 2025.

Current report

U.S. eCommerce Net revenue was $182.4 million for the Second Quarter of 2026, an increase of $15.1 million or 9.0%, from $167.3 million during the Second Quarter of 2025. The increase was primarily driven by carryover shipments from the temporary disruption associated with the rollout of the new warehouse management system in the First Quarter of 2026.

Current report

Outfitters Net revenue was $69.3 million for the Second Quarter of 2026, an increase of $2.9 million or 4.4%, from $66.4 million during the Second Quarter of 2025. The increase was driven by enterprise accounts which more than offset the impact of warehouse management system challenges affecting the processing of value-added service products in our school uniform business.

Current report

Gross profit was $157.0 million for the Second Quarter of 2026, an increase of $13.6 million or 9.5% from $143.4 million during the Second Quarter of 2025. Gross margin increased approximately 320 basis points to 52.0% in the Second Quarter of 2026, compared with 48.8% in the Second Quarter of 2025. The gross margin increase was primarily driven by the IEEPA tariff refund, partially offset by the new royalty structure associated with the JV and temporary costs associated with our new warehouse management system.

Current report

Selling and administrative expenses increased $5.9 million to $135.3 million or 44.8% of Net revenue in the Second Quarter of 2026 compared with $129.4 million or 44.0% of Net revenue in the Second Quarter of 2025. The approximately 80 basis point increase was driven by investment in digital marketing focused on new customer acquisition and operational inefficiencies from the temporary disruption of the new warehouse management system partially offset by leverage from higher net revenue.

Current report

Equity method investment income was $4.2 million in the Second Quarter of 2026 compared to none in the Second Quarter of 2025 as a result of the WHP Transaction.

Current report

As a result of the above factors, Operating income was $8.2 million in the Second Quarter of 2026 compared to $4.0 million in the Second Quarter of 2025.

Current report

Net revenue was $541.0 million for Year-to-Date 2026, a decrease of $14.3 million or 2.6%, from $555.3 million during Year-to-Date 2025.

Current report

U.S. Digital Segment Net revenue was $474.0 million for Year-to-Date 2026, a decrease of $9.0 million or 1.9% from $483.0 million in Year-to-Date 2025.

Current report

U.S. eCommerce Net revenue was $335.7 million for Year-to-Date 2026, a decrease of $2.3 million or 0.7%, from $338.0 million during Year-to-Date 2025. The decrease was driven by select summer franchises and the temporary disruption associated with the rollout of the new warehouse management system.

Current report

Outfitters Net revenue was $107.8 million for Year-to-Date 2026, a decrease of $1.5 million or 1.4%, from $109.3 million during Year-to-Date 2025. Strong customer orders from select enterprise and school uniform accounts were more than offset by the disruption of value-added service products with the new warehouse management system.

Current report

Europe eCommerce Net revenue was $40.3 million for Year-to-Date 2026, an increase of $2.8 million or 7.5%, from $37.5 million during Year-to-Date 2025. The increase was primarily due to a strategic shift to a franchise-first assortment simplifying the business and improving product margins.

Current report

Gross profit was $268.5 million for Year-to-Date 2026, a decrease of $7.6 million or 2.8% from $276.1 million during Year-to-Date 2025. Gross margin was approximately flat at 49.6% in Year-to-Date 2026, compared with 49.7% in Year-to-Date 2025. Gross margin was approximately flat as the IEEPA tariff refund was offset by the new royalty structure associated with the JV and temporary costs associated with our new warehouse management system.

Current report

Equity method investment income was $4.4 million in Year-to-Date 2026 compared to none in Year-to-Date 2025 as a result of the WHP Transaction.

Current report

Interest expense was $6.5 million in Year-to-Date 2026 compared to $18.5 million in Year-to-Date 2025. The $12.0 million decrease was primarily driven by, as previously announced, using a portion of the cash proceeds from the WHP Transaction to fully repay the term loan in the First Quarter of 2026.

Current report

Other income was $0.9 million in Year-to-Date 2026 compared to insignificant other income in Year-to-Date 2025.

Showing the first 40 of 48 passages. Open the source sections for the rest.

Removed paragraphs (16)

Previous report

Debt Facilities – Collectively, the Term Loan Facility and ABL Facility

Previous 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.

Previous 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.

Previous 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.

Previous report

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 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.

Previous 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.

Previous report

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

Previous 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.

Previous report

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.
Reworded paragraphs (46)

Previous wording

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 wording

WHP Transaction – The transaction in 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

Previous 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.

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 fees for fulfillment services provided by us.

Previous wording

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 wording

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 our 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.

Previous wording

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 wording

In addition, conflict‑related disruptions in global energy markets and shipping lanes in 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.

Previous 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.

Current wording

We have incurred restructuring and other charges related to cost optimization of business operations and exploring strategic alternatives. During the 13 and 26 weeks ended July 31, 2026 and August 1, 2025, we incurred ongoing costs related to exploring and completing strategic alternatives to maximize shareholder value and have included those costs as part of restructuring and other. This process culminated in the WHP Transaction. Additionally, during the 13 and 26 weeks ended July 31, 2026, we incurred charges associated with the transition of executive leadership, including severance and related costs, as our strategic priorities evolved. Additionally, 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.

Previous 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.

Current wording

As of July 31, 2026, approximately $2.5 million and $3.4 million of restructuring and other costs incurred had yet to be paid and are included in Other liabilities and Accrued expenses and other current liabilities, respectively, in the Condensed Consolidated Balance Sheets.

Previous 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.

Current wording

Corporate restructuring and other – composed of costs related to the strategic alternative process and completion and severance and benefit costs for the 13 and 26 weeks ended July 31, 2026 and August 1, 2025 as well as costs related to the transition of executive leadership for the 13 and 26 weeks ended July 31, 2026.

Previous wording

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 wording

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 and 26 weeks ended July 31, 2026 and August 1, 2025.

Previous wording

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 wording

JV intangible asset amortization – Lands’ End’s proportionate share of intangible asset amortization expense recorded within the JV’s financial results for the 13 and 26 weeks ended July 31, 2026.

Previous wording

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 wording

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 26 weeks ended July 31, 2026.

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 13 weeks ended May 2, 2025 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 26 weeks ended August 1, 2025 in conjunction with our licensing arrangements commencing in Fiscal 2024.

Previous wording

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 wording

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 26 weeks ended July 31, 2026.

Previous 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:

Current 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:

Previous 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.

Current wording

Corporate restructuring and other – composed of costs related to the strategic alternative process and completion and severance and benefit costs for the 13 and 26 weeks ended July 31, 2026 and August 1, 2025 as well as costs related to the transition of executive leadership for the 13 and 26 weeks ended July 31, 2026.

Previous wording

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 wording

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 and 26 weeks ended July 31, 2026 and August 1, 2025.

Previous wording

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 wording

JV intangible asset amortization – Lands’ End’s proportionate share of intangible asset amortization expense recorded within the JV’s financial results for the 13 and 26 weeks ended July 31, 2026.

Previous 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.

Current wording

Net gain on disposal of property and equipment – disposal of property and equipment for the 13 and 26 weeks ended July 31, 2026 and August 1, 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 13 weeks ended May 2, 2025 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 26 weeks ended August 1, 2025 in conjunction with our licensing arrangements commencing in Fiscal 2024.

Previous 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:

Current 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:

Previous 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.

Current wording

U.S. Digital Segment Net revenue was $268.9 million for the Second Quarter of 2026, an increase of $13.6 million or 5.3% from $255.3 million in the Second Quarter of 2025.

Previous wording

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 wording

Third Party Net revenue was $17.2 million for the Second Quarter of 2026, a decrease of $4.4 million or 20.4%, from $21.6 million during the Second Quarter of 2025. The decrease was primarily due to prioritizing profitable high-quality sales and brand quality over lower-value promotional volume.

Previous wording

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 wording

Europe eCommerce Net revenue was $19.7 million for the Second Quarter of 2026, an increase of $0.1 million or 0.5%, from $19.6 million during the Second Quarter of 2025. The increase was primarily due to a strategic shift to a franchise-first assortment simplifying the business and improving product margins.

Previous 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.

Current wording

Depreciation and amortization expense decreased $1.6 million to $6.1 million in the Second Quarter of 2026 compared with $7.7 million in the Second 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 $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.

Current wording

Other operating expense, net was $11.7 million in the Second Quarter of 2026 compared to $2.4 million in the Second 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 $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.

Current wording

Interest expense was $1.0 million in the Second Quarter of 2026 compared to $9.3 million in the Second Quarter of 2025. The $8.3 million decrease was primarily driven by, as previously announced, using a portion of the cash proceeds from the WHP Transaction to fully repay the term loan in the First Quarter of 2026.

Previous wording

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

Current wording

Other income was $1.1 million in the Second Quarter of 2026 compared to insignificant other income in the Second Quarter of 2025.

Previous 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.

Current wording

We recorded an income tax expense at an overall effective rate of 58.0% for the Second Quarter 2026 and a tax benefit at an overall effective tax rate of 30.5% for Second Quarter 2025, respectively. The overall effective tax rate for the 13 weeks ended July 31, 2026 varies from the U.S. federal statutory rate of 21% as a result of state taxes, additional legal expense recognized related to the WHP Transaction and other non-deductible expenses. The overall effective tax rate for the 13 weeks ended August 1, 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 $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.

Current wording

As a result of the above factors, Net income was $3.5 million and diluted earnings per share was $0.11 in the Second Quarter of 2026 compared with Net loss of $3.7 million and diluted loss per share was $0.12 in the Second Quarter of 2025.

Previous 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.

Current wording

Adjusted net income was $2.7 million and Adjusted diluted earnings per share was $0.09 in the Second Quarter of 2026 compared to Adjusted net loss of $1.1 million and Adjusted diluted loss per share of $0.04 in the Second Quarter of 2025.

Previous wording

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

Current wording

Adjusted EBITDA was $11.3 million in Second Quarter 2026, a decrease of 25.2%, compared to $15.1 million in Second Quarter 2025.

Previous 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.

Current wording

U.S. Digital Segment variable profit was $71.4 million in the Second Quarter of 2026, an increase of $14.7 million compared to $56.7 million in the Second Quarter of 2025. U.S. Digital Segment variable profit was 26.6% of U.S. Digital Segment revenue in the Second Quarter of 2026, which is an increase of 440 basis points compared to 22.2% of U.S. Digital Segment revenue in the Second Quarter of 2025. The increase in variable profit as a percentage of U.S. Digital Segment revenue was driven by the net impact of the IEEPA Tariff Refund partially offset by investment in digital marketing, temporary operational inefficiencies from the disruption 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 $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.

Current wording

Product cost of goods sold was $110.6 million or 41.1% of U.S. Digital Segment revenue in the Second Quarter of 2026 compared to $100.5 million or 39.4% of U.S. Digital Segment revenue in the Second Quarter of 2025. Shipping cost of goods sold was $34.9 million or 13.0% of U.S. Digital Segment revenue in the Second Quarter of 2026 compared to $33.1 million or 13.0% of U.S. Digital Segment revenue in the Second Quarter of 2025. The change in Product and Shipping cost of goods sold as a percentage of U.S. Digital Segment revenue was due to product assortment and channel mix and temporary operational inefficiencies related to the new warehouse management system. Marketing expenses were $46.0 million or 17.1% of U.S. Digital Segment revenue in the Second Quarter of 2026 compared to $43.3 million or 17.0% of U.S. Digital Segment revenue in the Second Quarter of 2025. The increase in

Previous wording

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 wording

Selling and administrative expenses increased $8.9 million to $261.7 million or 48.4% of Net revenue in Year-to-Date 2026 compared with $252.8 million or 45.5% of Net revenue in Year-to-Date 2025. The approximately 290 basis point increase was driven by temporary operational inefficiencies from the distribution center disruption, investment in digital marketing focused on new customer acquisition and deleverage from lower Net revenue.

Previous wording

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 wording

As a result of the above factors, Operating loss was $35.9 million in Year-to-Date 2026 compared to Operating income of $1.6 million in Year-to-Date 2025.

Previous wording

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

Current wording

Gain on transaction with WHP was $491.6 million in Year-to-Date 2026 compared to none in Year-to-Date 2025.

Previous wording

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

Current wording

Loss on extinguishment of debt was $9.2 million in Year-to-Date 2026 compared to none in Year-to-Date 2025.

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 $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.

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 $60.0 million on July 31, 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 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.

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 July 31, 2026 and August 1, 2025 was $60.0 million and $35.0 million, respectively. The balance of outstanding letters of credit was $11.3 million and $10.9 million on July 31, 2026 and August 1, 2025, respectively. The borrowing availability under the ABL Facility was $89.3 million and $87.6 million as of July 31, 2026 and August 1, 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 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.

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 July 31, 2026, we had $60.0 million of borrowings outstanding under the ABL Facility.

Showing the first 40 of 46 pairs. Open the source sections for the rest.

Rearranged current paragraphs (8)

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

Marketing expenses as a percentage of U.S. Digital Segment revenue was primarily due to the investment in digital marketing focused on new customer acquisition.

Current report — wording carried from elsewhere

Third Party Net revenue was $30.5 million for Year-to-Date 2026, a decrease of $5.1 million or 14.3%, from $35.6 million during Year-to-Date 2025. The decrease was primarily due to prioritizing profitable high-quality sales and brand quality over lower-value promotional volume.

Current report — wording carried from elsewhere

Depreciation and amortization expense decreased $3.7 million to $12.2 million in Year-to-Date 2026 compared with $15.9 million in Year-to-Date 2025. The decrease in depreciation and amortization is primarily driven by lower software depreciation as a result of major software projects becoming fully depreciated.

Current report — wording carried from elsewhere

Other operating expense, net was $34.9 million in Year-to-Date 2026 compared to $5.8 million in Year-to-Date 2025. The increase was primarily driven by restructuring and other costs incurred. See Note 1, Background and Basis of Presentation.

Current report — wording carried from elsewhere

We recorded an income tax expense at an overall effective rate of 24.2% for the Year-to-date 2026 and a tax benefit at an overall effective tax rate of 29.4% for the Year-to-date 2025, respectively. The overall effective tax rate for the 26 weeks ended July 31, 2026 and August 1, 2025 vary from the U.S. federal statutory rate of 21% as a result of state taxes, and non-deductible expenses.

Current report — wording carried from elsewhere

U.S. Digital Segment Results of Operations

Current report — wording carried from elsewhere

Product cost of goods sold was $187.1 million or 39.5% of U.S. Digital Segment revenue in Year-to-Date 2026 compared to $184.1 million or 38.1% of U.S. Digital Segment revenue in Year-to-Date 2025. Shipping cost of goods sold was $64.4 million or 13.6% of U.S. Digital Segment revenue in Year-to-Date 2026 compared to $60.8 million or 12.6% of U.S. Digital Segment revenue in Year-to-Date 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 $85.5 million or 18.0% of U.S. Digital Segment revenue in Year-to-Date 2026 compared to $83.2 million or 17.2% of U.S. Digital Segment revenue in Year-to-Date 2025. The increase in Marketing expenses as a percentage of U.S. Digital Segment revenue was primarily due to investment in digital marketing focused on new customer acquisition.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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