UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~November~~May 12, ~~2024~~2025

-OR-


☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to .

Commission File Number: 001-09769

Lands’ End, Inc.

(Exact name of registrant as specified in its charter)



Delaware		36-2512786

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1 Lands’ End LaneDodgeville, Wisconsin		53595
5 Lands’ End LaneDodgeville, Wisconsin		53595
(Address of principal executive offices)		(Zip Code)

(608) 935-9341

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	LE	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of ~~December~~June 2, ~~2024~~2025, the registrant had 30,~~929~~472,~~639~~711 shares of common stock, $0.01 par value, outstanding.

Table of Contents

LANDS’ END, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED ~~NOVEMBER~~MAY 12, ~~2024~~2025

TABLE OF CONTENTS

		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Statements of Operations	1
	Condensed Consolidated Statements of Comprehensive Operations	2
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Cash Flows	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	5
	Notes to Condensed Consolidated Financial Statements	76
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2119
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3530
Item 4.	Controls and Procedures	3631
	PART II. OTHER INFORMATION	3732
Item 1.	Legal Proceedings	3732
Item 1A.	Risk Factors	3832
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3933
Item 5.	Other Information	3933
Item 6.	Exhibits	4034
	Signatures	4135

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LANDS’ END, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

	13 Weeks Ended						~~39 Weeks Ended~~
(in thousands, except per share data)	~~November~~May 12, ~~2024~~2025			~~October~~May 273, ~~2023~~2024			~~November 1, 2024~~			~~October 27, 2023~~
Net revenue	$	~~318~~261,~~628~~208		$	~~324~~285,~~735~~471		$	~~921,272~~		$	~~957,656~~
Cost of sales (exclusive of depreciation and amortization)		~~157~~128,~~483~~482			~~172~~146,~~142~~491			~~469,262~~			~~527,529~~
Gross profit		~~161~~132,~~145~~726			~~152~~138,~~593~~980			~~452,010~~			~~430,127~~
Selling and administrative		~~140~~123,~~876~~462			~~135~~127,~~282~~401			~~403,787~~			~~377,662~~
Depreciation and amortization		8,~~153~~291			9,~~595~~005			~~25,850~~			~~28,439~~
Goodwill impairment		—			106,700			—			106,700
Other operating expense, net		3,343			341
Other operating expense, net		2,829			2,324			8,367			2,916
Operating (loss) income		(2,370	)		2,233
Operating income (loss)		9,287			(101,308	)		14,006			(85,590	)
Interest expense		9,265			10,336
Interest expense		10,266			11,677			31,049			35,984
Other (income), net		(11	)		(88	)
Other expense (income), net		352			(132	)		180			(488	)
Loss before income taxes		(11,624	)		(8,015	)
Loss before income taxes		(1,331	)		(112,853	)		(17,223	)		(121,086	)
Income tax benefit		(3,362	)		(1,573	)
Income tax (benefit) expense		(738	)		(459	)		(4,937	)		978
NET LOSS	$	(8,262	)	$	(6,442	)
NET LOSS	$	(593	)	$	(112,394	)	$	(12,286	)	$	(122,064	)
Loss per common share
Loss per common share
Basic	$	(0.27	)	$	(0.20	)
Basic	$	(0.02	)	$	(3.52	)	$	(0.39	)	$	(3.80	)
Diluted	$	(0.27	)	$	(0.20	)
Diluted	$	(0.02	)	$	(3.52	)	$	(0.39	)	$	(3.80	)
Weighted average common shares outstanding
Weighted average common shares outstanding
Basic		30,867			31,439
Basic		31,136			31,887			31,317			32,140
Diluted		30,867			31,439
Diluted		31,136			31,887			31,317			32,140

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

LANDS’ END, INC.

Condensed Consolidated Statements of Comprehensive Operations

(Unaudited)

	13 Weeks Ended						~~39 Weeks Ended~~
(in thousands)	~~November~~May 12, ~~2024~~2025			~~October~~May 273, ~~2023~~2024			~~November 1, 2024~~			~~October 27, 2023~~
NET LOSS	$	(~~593~~8,262	)	$	(~~112~~6,~~394~~442	)	$	~~(12,286~~	)	$	~~(122,064~~	)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		~~552~~1,498			(~~1,185~~513	)		~~338~~			~~(404~~	)
COMPREHENSIVE LOSS	$	(416,764	)	$	(~~113~~6,~~579~~955	)	$	~~(11,948~~	)	$	~~(122,468~~	)

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

LANDS’ END, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except per share data)

~~November~~May 12, ~~2024~~2025

~~October~~May 273, ~~2023~~2024

~~February~~January 231,~~2024~~2025

ASSETS

Current assets

Cash and cash equivalents

3018,~~401~~139

3627,~~821~~350

2516,~~314~~180

Restricted cash

12,~~912~~178

12,~~833~~489

12,~~976~~632

Accounts receivable, net

3536,~~538~~023

3134,~~422~~664

3547,~~295~~839

Inventories, net

~~335~~262,~~855~~372

~~422~~288,~~160~~629

~~301~~265,~~724~~132

Prepaid expenses and other current assets

49,789

47,952

45,951

Prepaid expenses

38,237

41,728

33,258

Total current assets

453,495

540,188

410,260

Other current assets

8,180

10,161

5,439

Property and equipment, net

109,173

121,400

118,033

Total current assets

365,129

405,021

370,480

Operating lease right-of-use asset

21,484

26,216

23,438

Property and equipment, net

116,010

113,286

115,618

Operating lease right-of-use asset

19,450

22,286

20,373

Intangible asset

257,000

Other assets

2,~~419~~906

2,~~758~~514

2,~~748~~010

TOTAL ASSETS

~~843~~760,~~571~~495

~~947~~800,~~562~~107

~~811~~765,~~479~~481

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Current portion of long-term debt

13,000

13,~~750~~000

13,000

Accounts payable

~~132~~95,~~116~~077

~~161~~108,~~426~~287

~~131~~111,~~922~~353

Lease liability – current

54,~~196~~462

5,~~754~~628

64,~~024~~534

Accrued expenses and other current liabilities

~~109~~83,~~894~~963

~~109~~92,~~927~~181

~~108~~98,~~972~~736

Total current liabilities

~~260~~196,~~206~~502

~~290~~219,~~857~~096

~~259~~227,~~918~~623

Long-term borrowings under ABL Facility

6040,000

~~110~~40,000

—

Long-term debt, net

~~227~~222,~~558~~219

~~215~~233,~~306~~087

~~236~~224,~~170~~888

Lease liability – long-term

2118,~~116~~935

2621,~~065~~873

2220,~~952~~007

Deferred tax liabilities

4850,~~343~~532

5148,~~176~~620

4851,~~020~~450

Other liabilities

2,~~705~~167

32,~~253~~830

2,~~826~~291

TOTAL LIABILITIES

~~619~~530,~~928~~355

~~696~~565,~~657~~506

~~569~~526,~~886~~259

Commitments and contingencies

STOCKHOLDERS’ EQUITY

Common stock, par value $0.01 authorized: 480,000 shares; issued and outstanding: 31,023, 31,719 and 31,433, respectively

311

317

315

Common stock, par value $0.01 authorized: 480,000 shares; issued and outstanding: 30,635, 31,407 and 30,843, respectively

307

314

309

Additional paid-in capital

~~351~~347,~~940~~624

~~358~~356,~~811~~871

~~356~~349,~~764~~940

Accumulated deficit

(~~112~~102,~~877~~620

)

(90106,~~797~~002

)

(9994,~~417~~358

)

Accumulated other comprehensive loss

(15,~~731~~171

)

(1716,~~426~~582

)

(16,~~069~~669

)

TOTAL STOCKHOLDERS’ EQUITY

~~223~~230,~~643~~140

~~250~~234,~~905~~601

~~241~~239,~~593~~222

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

~~843~~760,~~571~~495

~~947~~800,~~562~~107

~~811~~765,~~479~~481

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

LANDS’ END, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	39 Weeks Ended
	13 Weeks Ended
(in thousands)	~~November~~May 12, ~~2024~~2025			~~October~~May 273, ~~2023~~2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(128,~~286~~262	)	$	(~~122~~6,~~064~~442	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		258,~~850~~291			289,~~439~~005
Amortization of debt issuance costs		~~2,035~~686			~~2,456~~667
Loss on disposal of property and equipment		67			100
Loss/(gain) on disposal of property and equipment		11			(1	)
Stock-based compensation		~~4,111~~920			31,~~619~~226
Deferred income taxes		~~233~~(1,119	)		~~5,330~~398
Goodwill and long-lived asset impairment		3,817			106,700
Other		(214	)		(199	)
Other		(463	)		(583	)
Change in operating assets and liabilities:
Accounts receivable, net		~~(241~~12,283	)		~~13,258~~553
Inventories, net		~~(33~~4,~~899~~114	)		212,~~796~~762
Accounts payable		1(16,~~690~~396	)		(421,~~334~~257	)
Other operating assets		(47,~~038~~247	)		(25,~~504~~989	)
Other operating liabilities		~~912~~(15,530	)		3(16,~~454~~538	)
Net cash (used in) provided by operating activities		(12,212	)		36,667
Net cash used in operating activities		(22,463	)		(25,815	)
CASH FLOWS FROM INVESTING ACTIVITIES
Sales of property and equipment		20—			—5
Purchases of property and equipment		(228,~~142~~286	)		(286,~~535~~736	)
Net cash used in investing activities		(228,~~122~~286	)		(286,~~535~~731	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings under ABL Facility		9360,000			~~169~~49,000
Payments of borrowings under ABL Facility		(3320,000	)		(~~159~~9,000	)
Payments on term loan		(93,~~750~~250	)		(103,~~313~~250	)
Payments of debt issuance costs		(~~724~~1,103	)		(67528	)
Payments for taxes related to net share settlement of equity awards		(~~1,275~~450	)		(~~1,210~~249	)
Purchases and retirement of common stock, including excise tax paid		(82,~~857~~777	)		(91,~~788~~014	)
Net cash provided by (used in) financing activities		39,394			(11,378	)
Net cash provided by financing activities		32,420			34,959
Effects of exchange rate changes on cash, cash equivalents and restricted cash		(37166	)		~~509~~136
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		5,023			(2,737	)
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		1,505			2,549
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		2718,~~290~~812			4127,~~391~~290
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	3220,~~313~~317		$	3829,~~654~~839
SUPPLEMENTAL CASH FLOW DATA
Unpaid liability to acquire property and equipment	$	21,~~534~~691		$	31,~~893~~480
Income taxes paid (refunded)	$	457		$	(200	)
Income taxes (refunded) paid	$	(600	)	$	340
Interest paid	$	278,~~598~~670		$	3310,~~171~~983
Operating lease right-of-use-assets obtained (reversal) in exchange for lease liabilities	$	302		$	(755	)
Operating lease right-of-use-assets obtained in exchange for lease liabilities	$	95		$	—

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

LANDS’ END, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the 39 weeks ended November 1, 2024

(Unaudited)

	Common Stock Issued						AdditionalPaid-in			Accumulated			AccumulatedOtherComprehensive			TotalStockholders’
(in thousands)	Shares			Amount			Capital			Deficit			Loss			Equity
Balance at February 2, 2024		31,433		$	315		$	356,764		$	(99,417	)	$	(16,069	)	$	241,593
Balance at January 31, 2025		30,843		$	309		$	349,940		$	(94,358	)	$	(16,669	)	$	239,222
Net loss		—			—			—			(68,~~442~~262	)		—			(68,~~442~~262	)
Cumulative translation adjustment, net of tax		—			—			—			—			~~(513~~1,498	)		~~(513~~1,498	)
Stock-based compensation expense		—			—			~~1,226~~920			—			—			~~1,226~~920
Vesting of restricted shares		90125			—1			—(1	)		—			—			—
Common stock withheld related to net share settlement of equity awards		(3142	)		—			(~~249~~450	)		—			—			(~~249~~450	)
Purchases and retirement of common stock		(85291	)		(13	)		(~~870~~2,785	)		~~(143~~—	)		—			(12,~~014~~788	)
Balance at May 3, 2024		31,407		$	314		$	356,871		$	(106,002	)	$	(16,582	)	$	234,601
Balance at May 2, 2025		30,635		$	307		$	347,624		$	(102,620	)	$	(15,171	)	$	230,140
Net loss		—			—			—			(5,251	)		—			(5,251	)
Cumulative translation adjustment, net of tax		—			—			—			—			299			299
Stock-based compensation expense		—			—			1,432			—			—			1,432
Vesting of restricted shares		160			1			(1	)		—			—			—
Common stock withheld related to net share settlement of equity awards		(57	)		—			(792	)		—			—			(792	)
Purchases and retirement of common stock, including excise taxes		(254	)		(2	)		(2,742	)		(1,031	)		—			(3,775	)
Balance at August 2, 2024		31,256		$	313		$	354,768		$	(112,284	)	$	(16,283	)	$	226,514
Net loss		—			—			—			(593	)		—			(593	)
Cumulative translation adjustment, net of tax		—			—			—			—			552			552
Stock-based compensation expense		—			—			1,453			—			—			1,453
Vesting of restricted shares		34			—			—			—			—			—
Common stock withheld related to net share settlement of equity awards		(15	)		—			(234	)		—			—			(234	)
Purchases and retirement of common stock, including excise taxes		(252	)		(2	)		(4,047	)		—			—			(4,049	)
Balance at November 1, 2024		31,023		$	311		$	351,940		$	(112,877	)	$	(15,731	)	$	223,643


	Common Stock Issued						Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Stockholders’
(in thousands)	Shares			Amount			Capital			Deficit			Loss			Equity
Balance at February 2, 2024		31,433		$	315		$	356,764		$	(99,417	)	$	(16,069	)	$	241,593
Net loss		—			—			—			(6,442	)		—			(6,442	)
Cumulative translation adjustment, net of tax		—			—			—			—			(513	)		(513	)
Stock-based compensation expense		—			—			1,226			—			—			1,226
Vesting of restricted shares		90			—			—			—			—			—
Common stock withheld related to net share settlement of equity awards		(31	)		—			(249	)		—			—			(249	)
Purchases and retirement of common stock		(85	)		(1	)		(870	)		(143	)		—			(1,014	)
Balance at May 3, 2024		31,407		$	314		$	356,871		$	(106,002	)	$	(16,582	)	$	234,601

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

LANDS’ END, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the 39 weeks ended October 27, 2023

(Unaudited)

	Common Stock Issued						AdditionalPaid-in			(Accumulated Deficit) Retained			AccumulatedOtherComprehensive			TotalStockholders’
(in thousands)	Shares			Amount			Capital			Earnings			Loss			Equity
Balance at January 27, 2023		32,626		$	326		$	366,181		$	31,267		$	(17,022	)	$	380,752
Net loss		—			—			—			(1,652	)		—			(1,652	)
Cumulative translation adjustment, net of tax		—			—			—			—			81			81
Stock-based compensation expense		—			—			1,083			—			—			1,083
Vesting of restricted shares		408			3			(3	)		—			—			—
Common stock withheld related to net share settlement of equity awards		(144	)		—			(1,199	)		—			—			(1,199	)
Purchases and retirement of common stock		(430	)		(4	)		(3,777	)		—						(3,781	)
Balance at April 28, 2023		32,460		$	325		$	362,285		$	29,615		$	(16,941	)	$	375,284
Net loss		—			—			—			(8,018	)		—			(8,018	)
Cumulative translation adjustment, net of tax		—			—			—			—			700			700
Stock-based compensation expense		—			—			810			—			—			810
Vesting of restricted shares		2			—			—			—			—			—
Purchases and retirement of common stock		(375	)		(4	)		(3,004	)		—			—			(3,008	)
Balance at July 28, 2023		32,087		$	321		$	360,091		$	21,597		$	(16,241	)	$	365,768
Net loss		—			—			—			(112,394	)		—			(112,394	)
Cumulative translation adjustment, net of tax		—			—			—			—			(1,185	)		(1,185	)
Stock-based compensation expense		—			—			1,726			—			—			1,726
Vesting of restricted shares		7			—			(11	)		—			—			(11	)
Common stock withheld related to net share settlement of equity awards		(2	)		—			—			—			—			—
Purchases and retirement of common stock		(373	)		(4	)		(2,995	)		—						(2,999	)
Balance at October 27, 2023		31,719		$	317		$	358,811		$	(90,797	)	$	(17,426	)	$	250,905

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

LANDS’ END, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BACKGROUND AND BASIS OF PRESENTATION

Description of Business

Lands’ End, Inc. (“Lands’ End” or the “Company”) is a leading digital retailer of solution-based apparel, swimwear, outerwear, accessories, footwear, home products and uniforms. Lands’ End offers products online at www.landsend.com, through third-party distribution channels, ~~our~~its own Company Operated stores and third-party license agreements. Lands’ End also offers products to businesses and schools, for their employees and students, through the Outfitters distribution channel. Lands’ End is a classic American lifestyle brand that creates solutions for life’s every journey. References to www.landsend.com do not constitute incorporation by reference of the information at www.landsend.com, and such information is not part of this Quarterly Report on Form 10-Q or any other filings with the SEC, unless otherwise explicitly stated.

Terms that are commonly used in the Company’s Notes to Condensed Consolidated Financial Statements are defined as follows:

•

ABL Facility – Asset-based senior secured credit agreement, providing for a revolving facility, dated as of November 16, 2017, with Wells Fargo Bank, N.A. and certain other lenders, as amended to date

•

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

•

Company Operated stores – Lands’ End retail stores in the Retail distribution channel

•

~~Current~~Debt ~~Term~~Facilities ~~Loan Facility~~ – ~~Term loan credit agreement~~Collectively, ~~dated as of December 29, 2023, among~~ the ~~Company,~~Term ~~Blue~~Loan ~~Torch~~Facility ~~Capital, as Administrative Agent~~ and ~~Collateral~~ABL ~~Agent,~~Facility ~~and the lenders party thereto~~

•

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

Deferred Awards – Time vesting stock awards

•

FASB – Financial Accounting Standards Board

•

~~Fiscal~~First ~~2024~~Quarter 2025 – The 5213 weeks ~~ending~~ended ~~January~~May 312, 2025

•

Fiscal ~~2023~~2025 – The 5352 weeks ~~ended~~ending ~~February~~January 230, ~~2024~~2026

•

~~Former~~Fiscal ~~Term~~2024 ~~Loan Facility~~ – ~~Term~~The ~~loan~~52 ~~credit~~weeks ~~agreement,~~ended ~~dated~~January ~~as of September 9~~31, ~~2020, among the Company, Fortress Credit Corp., as Administrative Agent and Collateral Agent, and the lenders party thereto~~2025

•

GAAP – Accounting principles generally accepted in the United States

•

LIBOR – London inter-bank offered rate

Option Awards – Stock option awards

•

Performance Awards – Performance-based stock awards

•

Second Quarter 2024 – The 13 weeks ended August 2, 2024

SEC – United States Securities and Exchange Commission

•

SOFR – Secured Overnight Funding Rate

•

Table of Contents

Target Shares – Number of restricted stock units awarded to a recipient which reflects the number of shares to be delivered based on achievement of target performance goals

•

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

•

Term Loan Facility – Term loan credit agreement, dated as of December 29, 2023, among the Company, Blue Torch Capital, as Administrative Agent and Collateral Agent, and the lenders party thereto

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Basis of Presentation

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

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all material adjustments which are of a normal and recurring nature necessary for a fair presentation of the results for the periods presented have been reflected. Dollar amounts are reported in thousands, except per share data, unless otherwise noted. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the Lands’ End Annual Report on Form 10-K filed with the SEC on ~~April~~March 327, ~~2024~~2025.

Macroeconomic Challenges

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~~the Company’s 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~~the Company’s 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~~the Company’s products. Moreover, uncertainty with respect to trade policy and tariffs, including increased tariffs applicable to countries where the Company’s vendors manufacture ~~our~~its product, may result in an increase in the cost of ~~the~~its ~~Company’s~~ products.

Restructuring

During ~~Fiscal~~the ~~2023~~First Quarter 2025, the Company reduced approximately 106% of its corporate office ~~and Hong Kong sourcing office~~ positions and incurred restructuring charges, primarily severance and benefit and other related costs. The reductions in the ~~Hong~~corporate ~~Kong sourcing~~ office positions were ~~organizational~~made ~~changes~~ to ~~move~~better ~~positions~~align towith the ~~Company’s~~evolving ~~corporate~~needs ~~headquarters~~of tothe ~~centralize~~business ~~product~~and ~~development~~ to ~~better~~invest ~~align~~in ~~with~~key ~~the~~growth ~~Company’s speed-to-market initiatives~~areas. ~~The~~ ~~reductions~~Additionally, in the ~~corporate~~Company ~~office~~incurred ~~positions~~ongoing ~~were~~costs ~~made~~related to ~~better~~exploring ~~align~~strategic ~~with~~alternatives for the ~~evolving~~Company ~~needs~~to ofmaximize ~~the~~shareholder ~~business~~value and tohave ~~invest~~included inthose ~~key~~costs ~~growth~~as ~~areas~~part of restructuring. For the 3913 weeks ended ~~November~~May 13, 2024, the Company incurred restructuring charges, primarily severance and benefit costs, related to cost optimization of business operations and strategic initiatives.

The following table summarizes the restructuring costs recognized in Other operating expense, net in the Condensed Consolidated Statement of Operations for the 13 ~~and 39~~ weeks ended ~~November~~May 12, ~~2024~~2025 and ~~October~~May 273, ~~2023~~2024:

	13 Weeks Ended				~~39 Weeks Ended~~
(in thousands)	~~November~~May 12, ~~2024~~2025		~~October~~May 273, ~~2023~~2024		~~November 1, 2024~~		~~October 27, 2023~~
Employee severance and benefit costs	$	12,~~671~~647	$	~~2,266~~342	$	~~4,351~~	$	~~2,656~~
Other costs		131		—		131		—
Strategic alternatives and other costs		685		—
Total restructuring	$	13,~~802~~332	$	~~2,266~~342	$	~~4,482~~	$	~~2,656~~

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The following table summarizes the accrued restructuring cost activity included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets:

(in thousands)	Employee Severance and Benefit Costs			Strategic Alternatives and Other Costs			Total Restructuring
Balance as of February 2, 2024	$	2,884		$	1,100		$	3,984
Balance as of January 31, 2025	$	2,004		$	—		$	2,004
Estimated costs payable in cash		~~342~~2,647			—685			~~342~~3,332
Cash payments		(2,~~068~~914	)		(~~1,100~~30	)		(32,~~168~~944	)
Balance as of May 3, 2024		1,158			—			1,158
Foreign currency translation		53			—			53
Estimated costs payable in cash		2,338			—			2,338
Balance as of May 2, 2025	$	1,790		$	655		$	2,445
Cash payments		(589	)		—			(589	)
Balance as of August 2, 2024		2,907			—			2,907
Estimated costs payable in cash		1,671			131			1,802
Cash payments		(641	)		—			(641	)
Foreign currency translation		2			—			2
Balance as of November 1, 2024	$	3,939		$	131		$	4,070

~~Goodwill impairment assessments~~7

In Fiscal 2023, in connection with the preparation of the financial statements for the quarter ended October 27, 2023, the Company considered the decline in the Company’s stock price and market capitalization, as well as the then current market and macroeconomic conditions, to be a triggering event for the U.S. eCommerce and Outfitters reporting units and therefore completed an interim test for impairment of goodwill for these reporting units as of October 27, 2023. The Company tested goodwill for impairment using a one-step quantitative test. The quantitative test compared the reporting unit’s fair value to its carrying value. An impairment was recorded for any excess carrying value above the reporting unit’s fair value, not to exceed the amount of goodwill. The Company estimated fair value of its reporting units using a discounted cash flow model, commonly referred to as the income approach. The income approach used a reporting unit’s projection of estimated operating results and cash flows that was discounted using a weighted-average cost of capital that reflected then current market conditions appropriate to the Company’s reporting unit. The discounted cash flow model used management’s best estimates of economic and market conditions over the projected period using the best information available, including growth rates in revenues, costs and estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions included terminal value growth rates, weighted average cost of capital and changes in future working capital requirements.

The testing resulted in goodwill impairment of the remaining $70.4 million and $36.3 million of goodwill allocated to the Company’s U.S. eCommerce and Outfitters reporting units, respectively, for the 13 and 39 weeks ended October 27, 2023.

Long-lived Asset Impairment Analysis

Property and equipment are subject to a review for impairment if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. In accordance with ASC 360, Property, Plant and Equipment (“ASC 360”) the Company reviewed the long-lived asset groups for impairment as of November 1, 2024.

During Second Quarter 2024, the Company considered management’s decision to replace the existing information technology infrastructure with an enterprise resource planning (“ERP”) software system within the next 18 to 24 months to be a triggering event. The Company determined that certain long-lived assets, primarily capitalized internal-use software projects and computer software, would no longer be utilized or have future benefit with the planned ERP platform and recognized impairment in the amount of $1.0 million and $3.8 million during the 13 weeks and 39 weeks ended November 1, 2024, respectively, recorded in Other operating expense, net in the Condensed Consolidated Statements of Operations.

The Company Operated store long-lived asset groups, including Operating right-of-use assets, are regularly reviewed for impairment indicators. Impairment is assessed at the individual store level which is the lowest level of identifiable cash flows and considers the estimated undiscounted cash flows over the asset’s remaining life. If estimated undiscounted cash flows are insufficient to recover the investment, an impairment loss is recognized equal to the difference between the estimated fair value of the asset and its carrying value, net of salvage, and any costs of disposition. The fair value estimate is generally the discounted amount of estimated

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store-specific cash flows. No impairment was recognized for Operating lease right-of-use assets and property and equipment, net for any individual identified Company Operated stores as of November 1, 2024 and October 27, 2023, respectively.

The Company reviewed the remaining long-lived asset groups for impairment as of November 1, 2024. The Company assessed the recoverability of our long-lived asset groups by comparing their projected undiscounted cash flows associated over remaining estimated useful lives of the primary asset in the long-lived asset group against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. As a result of the testing, the undiscounted cash flows of the remaining asset groups exceeded their respective carrying amounts resulting in no impairment as of November 1, 2024.

NOTE 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

In November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-~~07,~~03 ~~Segment~~Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~280~~220-40): ~~Improvements~~Disaggregation toof ~~Reportable~~Income ~~Segment~~Statement ~~Disclosures~~Expenses (“ASU ~~2023~~2024-0703”),. ~~which~~Under ~~requires~~ASU 2024-03, a public ~~entities~~entity is required to disclose information about ~~their~~purchases ~~reportable~~of ~~segments’~~inventory, ~~significant~~employee ~~expenses~~compensation, ~~and~~depreciation, ~~other~~intangible ~~segment~~asset ~~items~~amortization, onand andepletion ~~interim~~for ~~and~~each ~~annual~~income ~~basis.~~statement ~~Public~~line ~~entities~~item ~~with~~that acontains ~~single~~those ~~reportable~~expenses. ~~segment~~ASU ~~are~~2024-03 ~~required~~is toeffective ~~apply~~for ~~the~~annual ~~disclosure~~reporting ~~requirements~~periods inbeginning ~~ASU~~after ~~2023-07~~December 15, as2026 ~~well~~and asinterim ~~all~~reporting ~~existing~~periods ~~segment~~beginning ~~disclosures~~after ~~and~~December ~~reconciliation~~15, ~~requirements~~2027. inASU ~~ASC~~2024-03 ~~280~~allows onfor anearly ~~interim~~adoption and ~~annual~~requires ~~basis.~~either ~~ASU~~prospective ~~2023-07~~adoption isto ~~effective~~financial ~~for~~statements ~~fiscal~~issued ~~years~~for ~~beginning~~reporting periods after ~~December~~the ~~15,~~effective ~~2023,~~date ~~and~~of ~~for~~ASU ~~interim~~2024-03 ~~periods~~or ~~within~~retrospectively ~~fiscal~~to ~~years~~any ~~beginning~~or ~~after~~all ~~December~~prior ~~15,~~periods ~~2024~~presented in the financial statements. The Company is currently assessing the impact of ASU ~~2023~~2024-0703 on the Company’s Condensed Consolidated Financial Statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which includes requirements that an entity disclose specific categories in the rate reconciliation table and provide additional information for reconciling items that are greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income rate. The standard also requires that entities disclose income (or loss) from continuing operations before income tax expense (or benefit) and income tax expense (or benefit) each disaggregated between domestic and foreign. ASU 2023-09 is effective for the annual periods beginning after December 15, 2024. The Company is currently assessing the impact of ASU 2023-09 on the Company’s Condensed Consolidated Financial Statement disclosures.

In March 2024, FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements (“ASU 2024-02”), which is intended to simplify the Codification and draw a distinction between authoritative and non-authoritative literature. ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company is currently assessing the impact of ASU 2024-02 on the Company’s Condensed Consolidated Financial Statements.

In November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). Under ASU 2024-03, a public entity would be required to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. ASU 2024-03 allows for early adoption and requires either prospective adoption to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. The Company is currently assessing the impact of ASU 2024-03 on the Company’s Condensed Consolidated Financial Statement disclosures.

NOTE 3. LOSS PER SHARE

The numerator for both basic and diluted earnings (loss) per share is net income (loss) attributable to the Company. The denominator for basic earnings (loss) per share is based upon the number of weighted average shares of the Company’s common stock outstanding during the reporting periods. The denominator for diluted earnings (loss) per share is based upon the number of weighted average shares of the Company’s common stock and common stock equivalents outstanding during the reporting periods using the treasury stock method in accordance with ASC 260, Earnings Per Share. Potentially dilutive securities for the diluted earnings (loss) per share calculations consist of non-vested equity shares of common stock and in-the-money outstanding options where the current stock price exceeds the option strike price.

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The following table summarizes the components of basic and diluted loss per share:

	13 Weeks Ended						~~39 Weeks Ended~~
(in thousands, except per share amounts)	~~November~~May 12, ~~2024~~2025			~~October~~May 273, ~~2023~~2024			~~November 1, 2024~~			~~October 27, 2023~~
Net loss	$	(~~593~~8,262	)	$	(~~112~~6,~~394~~442	)	$	~~(12,286~~	)	$	~~(122,064~~	)
Basic weighted average common shares outstanding		3130,~~136~~867			31,~~887~~439			~~31,317~~			~~32,140~~
Dilutive impact of stock awards		—			—			—			—
Diluted weighted average common shares outstanding		3130,~~136~~867			31,~~887~~439			~~31,317~~			~~32,140~~
Loss per share
Basic	$	(0.0227	)	$	(30.5220	)	$	~~(0.39~~	)	$	~~(3.80~~	)
Diluted	$	(0.0227	)	$	(30.5220	)	$	~~(0.39~~	)	$	~~(3.80~~	)
Anti-dilutive shares excluded from diluted loss per common share calculation		~~566~~746			~~833~~1,002			~~769~~			~~1,029~~

Stock awards are considered anti-dilutive based on the application of the treasury stock method or in the event of a net loss.

NOTE 4. OTHER COMPREHENSIVE LOSS

Other comprehensive income (loss) encompasses all changes in equity other than those arising from transactions with stockholders and is comprised solely of foreign currency translation adjustments. Our foreign subsidiaries use their foreign currency as their functional currency. Functional currency assets and liabilities are translated into U.S. Dollars using exchange rates in effect at the balance sheet date, and revenues and expenses are translated at average exchange rates during the period. Resulting translation gains and losses are reported in other comprehensive income (loss), until the substantial liquidation of a subsidiary, at which time accumulated translation gains or losses are reclassified into net income (loss).

	13 Weeks Ended						39 Weeks Ended
(in thousands)	November 1, 2024			October 27, 2023			November 1, 2024			October 27, 2023
Beginning balance: Accumulated other comprehensive loss (net of tax of $3,989, $4,317, $4,271 and $4,525, respectively)	$	(16,283	)	$	(16,241	)	$	(16,069	)	$	(17,022	)
Other comprehensive income (loss):
Foreign currency translation adjustments (net of tax of $192, $315, ($90) and $107, respectively)		552			(1,185	)		338			(404	)
Ending balance: Accumulated other comprehensive loss (net of tax of $4,181, $4,632, $4,181 and $4,632, respectively)	$	(15,731	)	$	(17,426	)	$	(15,731	)	$	(17,426	)

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and losses are reported in other comprehensive income (loss), until the substantial liquidation of a subsidiary, at which time accumulated translation gains or losses are reclassified into net income (loss).


	13 Weeks Ended
(in thousands)	May 2, 2025			May 3, 2024
Beginning balance: Accumulated other comprehensive loss (net of tax of $4,234, $4,271, respectively)	$	(16,669	)	$	(16,069	)
Other comprehensive income (loss):
Foreign currency translation adjustments (net of tax of $(202), $(203), respectively)		1,498			(513	)
Ending balance: Accumulated other comprehensive loss (net of tax of $4,032, $4,068, respectively)	$	(15,171	)	$	(16,582	)

No amounts were reclassified out of Accumulated other comprehensive loss during any of the periods presented.

NOTE 5. DEBT

ABL Facility

The Company’s $~~275~~225.0 million committed revolving ABL Facility, as amended to date, includes a $7035.0 million sublimit for letters of credit and is available for working capital and other general corporate liquidity needs ~~and matures on July 29, 2026~~. The amount available to borrow is the lesser of (1) the Aggregate Commitments of $~~275~~225.0 million (“ABL Facility Limit”) 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.

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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 following table summarizes the Company’s ABL Facility borrowing availability:

November 1, 2024

October 27, 2023

February 2, 2024

May 2, 2025

May 3, 2024

January 31, 2025

(in thousands)

Amount

Interest Rate

Amount

Interest Rate

Amount

Interest Rate

ABL Facility limit

~~275~~225,000

275,000

Borrowing Base

~~161~~137,~~447~~871

~~275~~181,~~000~~885

~~176~~140,~~311~~202

Outstanding borrowings

6040,000

6.1309%

~~110~~40,000

6.9367%

—

Outstanding letters of credit

11,~~129~~030

8,~~894~~069

910,~~070~~888

ABL Facility utilization at end of period

7151,~~129~~030

~~118~~48,~~894~~069

910,~~070~~888

ABL Facility borrowing availability

9086,~~318~~841

~~156~~133,~~106~~816

~~167~~129,~~241~~314

Effective with the ~~Fourth~~Fifth Amendment to the ABL Facility, ~~executed~~dated ~~May~~March 1228, ~~2023,~~2025 (the ~~benchmark~~“Fifth ~~interest~~Amendment”), ~~rate~~the ~~was~~0.10% ~~changed~~adjustment ~~from LIBOR~~ to the SOFR ~~plus~~benchmark aninterest ~~adjustment~~rate ofwas ~~0.10%~~eliminated ~~for~~and ~~all~~the ~~loans~~benchmark ~~(“ABL~~rates ~~Adjusted~~under ~~SOFR”).~~the ~~Loan~~ABL ~~interest~~Credit ~~rates~~Agreement are, ~~selected~~ at the ~~borrower’s~~ election, isof the Company, either: (1) ~~ABL~~Term ~~Adjusted~~ SOFR (which is a forward looking term rate based on the secured overnight financing rate), or (2) a ~~base~~Base ~~rate~~Rate (which is the ~~greater~~greatest of (a) 0% per annum, (b) the federal funds rate plus 0.50%, (bc) the one-month ~~ABL~~Term ~~Adjusted~~ SOFR rate plus 1.00%, or (cd) the Wells Fargo “prime rate”). The borrowing margin for ~~ABL Adjusted~~ SOFR Rate loans is (i) ~~less~~where ~~than~~the ~~$95.0~~average ~~million,~~daily ~~1.25%,~~total ~~(ii)~~outstanding ~~equal~~for tothe orprevious ~~greater~~quarter ~~than~~is ~~$95.0 million but~~ less than $~~180~~95.0 million, 1.50%, and (~~iii~~ii) ~~greater~~where ~~than~~the oraverage daily total outstanding for the previous quarter is equal to or greater than $~~180~~95.0 million, 1.75%. For ~~base~~Base ~~rate~~Rate loans, the borrowing margin is (i) ~~less~~where ~~than~~the ~~$95.0~~average ~~million,~~daily ~~0.50%,~~total ~~(ii)~~outstanding ~~equal~~for tothe orprevious ~~greater~~quarter ~~than~~is ~~$95.0 million but~~ less than $~~180~~95.0 million, 0.75%, and (~~iii~~ii) ~~greater~~where ~~than~~the oraverage daily total outstanding for the previous quarter is equal to or greater than $~~180~~95.0 million, 1.00% (“Applicable Borrowing Margin”). The Applicable Borrowing Margin for all loans is based upon the average daily total loans outstanding for the previous quarter. The ~~Fourth~~Fifth Amendment reduced aggregate commitments from $275 million to $225 million, and reduced the letter of credit sublimit from $70 million to $35 million, in line with the Company’s lower inventory levels and expected letter of credit capacity, and had no material interest rate impact.

~~Long-Term Debt~~9

On December 29, 2023, the Company entered into the Current Term Loan Facility which provides borrowings of $260.0 million, the proceeds of which were used to repay all of the indebtedness under the Former Term Loan Facility and to pay fees and expenses in connection with the financing. Origination costs, including a 3% original issue discount of $7.8 million and debt origination fees of $3.8 million, were incurred in connection with entering into the Current Term Loan Facility. The original issue discount and the debt origination fees are presented as a direct deduction from the carrying value of the Current Term Loan Facility and Former Term Loan Facility and are amortized over the term of the loan to Interest expense in the Condensed Consolidated Statements of Operations.

The Current Term Loan Facility will mature on December 29, 2028, and amortizes at a rate equal to 1.25% per quarter. Depending upon the Company’s Total Leverage Ratio, as defined in the Current Term Loan Facility, mandatory prepayments in an amount equal to a percentage of the Company’s excess cash flows in each fiscal year, ranging from 0% to 75% are required. The Current Term Loan Facility also has typical prepayment requirements for the proceeds of certain asset sales, casualty events and extraordinary receipts. Voluntary prepayment and certain mandatory prepayments made (i) on or before December 29, 2024 would result in a prepayment premium equal to 3% of the principal amount of the loan prepaid plus a yield maintenance fee, (ii) between December 30, 2024 and December 29, 2025 would result in a prepayment premium equal to 2% of the principal amount of the loan prepaid, (iii) between December 30, 2025 and December 29, 2026, would result in a prepayment premium equal to 1% of the principal amount of the loan prepaid, (iv) between December 30, 2026 and December 29, 2027, would result in a prepayment premium equal to 0.5% of the principal amount of the loan prepaid and (v) thereafter no prepayment premium is due.

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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 May 2, 2025, the Company had $40.0 million borrowings outstanding under the ABL Facility.

Long-Term Debt

The Term Loan Facility will mature on December 29, 2028, and amortizes at a rate equal to 1.25% per quarter. Depending upon the Company’s Total Leverage Ratio, as defined in the Term Loan Facility, mandatory prepayments in an amount equal to a percentage of the Company’s excess cash flows in each fiscal year, ranging from 0% to 75% are required. The Term Loan Facility also has typical prepayment requirements for the proceeds of certain asset sales, casualty events and extraordinary receipts. Voluntary prepayment and certain mandatory prepayments made (i) between December 30, 2024 and December 29, 2025 would result in a prepayment premium equal to 2% of the principal amount of the loan prepaid, (ii) between December 30, 2025 and December 29, 2026, would result in a prepayment premium equal to 1% of the principal amount of the loan prepaid, (iii) between December 30, 2026 and December 29, 2027, would result in a prepayment premium equal to 0.5% of the principal amount of the loan prepaid and (iv) thereafter no prepayment premium is due.

The Company’s long-term debt consisted of the following:

	November 1, 2024			October 27, 2023			February 2, 2024
	May 2, 2025			May 3, 2024			January 31, 2025
(in thousands)	Amount		Interest Rate	Amount		Interest Rate	Amount		Interest Rate
Former Term Loan Facility	$	—	—%	$	233,750	15.18%	$	—	—%
Term Loan Facility		243,750	12.41%		256,750	13.68%		247,000	12.66%
Current Term Loan Facility		250,250	13.22%		—	—%		260,000	13.70%
Less: Current portion of long-term debt		13,000			13,000			13,000
Less: Current portion of long-term debt		13,000			13,750			13,000
Less: Unamortized debt issuance costs		8,531			10,663			9,112
Less: Unamortized debt issuance costs		9,692			4,694			10,830
Long-term debt, net	$	222,219		$	233,087		$	224,888
Long-term debt, net	$	227,558		$	215,306		$	236,170

The interest rates per annum applicable to the loans under the ~~Current~~ Term Loan Facility are based on a fluctuating rate of interest equal to, at the Company’s election, either (1) Term Loan Adjusted SOFR loan (subject to a 2% floor) plus an applicable margin, or (2) an alternative base rate loan plus an applicable margin. The applicable margin is based on the Company’s net leverage and will be, (i) for Term Loan Adjusted SOFR loans, 8.25% per annum if the total leverage ratio is greater than or equal to 2.75:1.00, 8.00% per annum if the total leverage ratio is less than 2.75:1.00 but greater than or equal to 2.25:1.00, and 7.75% per annum if the total leverage ratio is less than 2.25:1.00 and (ii) for base rate loans, 7.25% per annum if the total leverage ratio is greater than or equal to 2.75:1.00, 7.00% per annum if the total leverage ratio is less than 2.75:1.00 but greater than or equal to 2.25:1.00, and 6.75% per annum if the total leverage ratio is less than 2.25:1.00. In each case, the net leverage is determined as of the last day of each applicable measurement period.

~~Effective with the First Amendment to the Former Term Loan Facility executed June 22, 2023, the interest rate benchmark changed from LIBOR to Term Loan Adjusted SOFR.~~ The ~~annual interest rate applicable to the loans under the Former~~ Term Loan Facility ~~was~~contains ~~based~~customary onagency ~~a fluctuating rate of interest measured by reference to, at the borrower’s election, either (1) a Term Loan Adjusted SOFR rate plus 9~~fees.~~75%~~ or (2) an alternative base rate (which is the greater of (i) the prime rate published in the Wall Street Journal, (ii) the federal funds rate, which was to be no lower than 0.00% plus ½ of 1.00%, or (iii) the one month Term Loan Adjusted SOFR rate plus 1.00% per annum) plus 8.75%.

Both the Current Term Loan Facility and the Former Term Loan Facility contain customary agency fees.

Debt Facilities

Guarantees; Security

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 ~~Current~~ Term Loan Facility is also secured by a second priority security interest in the same collateral, with certain exceptions.

The ~~Current~~ Term Loan Facility is also secured by a first priority security interest in certain property and assets, including certain fixed assets such as real estate, stock of subsidiaries and intellectual property, in each case, subject to certain exceptions. The ABL Facility is also secured by a second priority interest in the same collateral, with certain exceptions.

Representations and Warranties; Covenants

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.~~

~~The Current Term Loan Facility contains financial covenants, including a quarterly maximum total leverage ratio test and a monthly minimum liquidity test.~~ 10

Under the ABL Facility, if excess availability falls below the greater of 10% of the Loan Cap amount or $15.0 million, the Company will be required to comply with a minimum fixed charge coverage ratio of 1.0 to 1.0.

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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.

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

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

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.

As of ~~November~~May 12, ~~2024~~2025, the Company was in compliance with its financial covenants in the Debt Facilities.

Events of Default

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.

NOTE 6. STOCK-BASED COMPENSATION

The Company expenses the fair value of all stock awards over their requisite service period, ensuring that the amount of cumulative stock-based compensation expense recognized at any date is at least equal to the portion of the grant-date fair value of the award that is vested at that date. The Company has elected to adjust stock-based compensation expense for an estimated forfeiture rate for those shares not expected to vest and to recognize stock-based compensation expense on a straight-line basis for awards that only have a service requirement with multiple vest dates.

The Company has granted the following types of stock awards to employees at management levels and above, each of which are granted under the Company’s stockholder approved stock plans, other than inducement grants outside of the Company’s stockholder approved stock plans in accordance with Nasdaq Listing Rule 5635(c)(4):

•

Deferred Awards are in the form of restricted stock units and only require each recipient to complete a service period for the awards to be earned. Deferred Awards generally vest over three years. The fair value of Deferred Awards is based on the closing price of the Company’s common stock on the grant date. Stock-based compensation expense is recognized ratably over the service period and is reduced for estimated forfeitures of those awards not expected to vest due to employee turnover.

•

Performance Awards are in the form of restricted stock units and have, in addition to a service requirement, financial performance criteria, event criteria and/or stock performance criteria that must be achieved for the awards to be earned. For Performance Awards with financial performance criteria, the Target Shares earned can range from 50% to 200% (such result, the “Earned Shares”) once minimum thresholds have been reached and depend on the achievement of certain financial measures for the cumulative period comprised of three-consecutive fiscal years beginning with the fiscal year of the grant date. Performance Awards are also subject to limitations under the Company’s stockholder approved stock plans. The applicable percentage of the Target Shares, as determined by the applicable performance measure, vest after the completion of the applicable three-year performance period and upon determination of achievement of the performance measures by the Compensation Committee of the Board of Directors. Unearned Target Shares are forfeited.

~~The~~For Performance Awards granted in Fiscal ~~2023~~2025 ~~are~~with ~~also~~event ~~subject~~criteria, tothe aaward ~~relative~~vests ~~total~~at ~~shareholder~~100% ~~return~~of ~~(“TSR”)~~the ~~modifier~~Target ~~which~~Shares isupon ~~based~~the onoccurrence of the ~~Company’s~~event ~~total~~within ~~return~~a tospecified ~~stockholders~~amount ~~over~~of time, absent which the ~~measurement~~award ~~period~~expires ~~relative~~unvested. toFor athe ~~custom~~Performance ~~peer~~Awards ~~group.~~granted ~~The~~in Fiscal ~~2023~~2025 ~~Performance~~and ~~Award~~Fiscal ~~TSR~~2024 ~~modifier~~with ~~can~~stock ~~result~~performance incriteria, anthe ~~adjustment~~Target ofShares 75earned can range from 0% to ~~125~~100% ofbased on the ~~Earned~~Company’s ~~Shares,~~highest ~~subject~~average toper anshare ~~overall~~common ~~cap~~stock ofclosing ~~200%~~price, ofmeasured ~~Target~~over ~~Shares~~any ~~and~~20 aconsecutive ~~modifier~~trading-day ~~limitation~~period tofrom ~~100%~~and after the date of ~~Target~~grant ~~Shares~~and induring the ~~event~~three-consecutive ~~TSR~~fiscal isyears ~~negative~~beginning with the fiscal year of the grant date.

~~For~~The grant date fair value of the Performance Awards granted in Fiscal 2025 and Fiscal 2024 with ~~stock~~financial performance criteria, ~~the~~and ~~Target~~event ~~Shares~~criteria, ~~earned~~are ~~can~~based ~~range~~on ~~from~~the 0%closing toprice ~~100%~~of ~~based on~~ the Company’s ~~highest average per share~~ common stock ~~closing~~on ~~price, measured over any 20 consecutive trading-day period during~~ the ~~three-consecutive~~grant ~~fiscal~~date. ~~years~~The ~~beginning with the fiscal year of the~~ grant date.

The grant date fair value of the Performance Awards granted prior to Fiscal 2023, as well as the portion of the Fiscal 2024 Performance Awards with financial performance criteria, are based on the closing price of the Company’s common stock on the grant date. 11

The grant date fair value for both the Performance Awards granted in Fiscal 2024 with stock performance criteria and the Performance Awards granted in Fiscal 2023 with a relative TSR modifier are based on the Monte Carlo simulation model.

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fair value for the Performance Awards ongranted ain ~~100%~~Fiscal ~~payout~~2025 ~~unless~~and itFiscal ~~becomes~~2024 ~~probable~~with ~~that~~stock ~~the~~performance ~~outcome~~criteria ~~will~~are bebased ~~significantly~~on ~~different, or~~ the ~~performance~~Monte ~~can~~Carlo besimulation ~~accurately measured~~model.

Stock-based compensation expense, including awards with market conditions, is recognized ratably over the related service period, reduced for estimated forfeitures of those awards not expected to vest due to employee turnover and adjusted based on the Company’s estimate of the percentage of the aggregate Target Shares expected to be earned. The Company accrues for Performance Awards on a 100% payout unless it becomes probable that the outcome will be significantly different, or the performance can be accurately measured. Stock-based compensation expense for awards with event criteria is not recognized until the event becomes probable.

•

Option Awards provide the recipient with the option to purchase a set number of shares at a stated exercise price over the term of the contract, which is ten years for all Option Awards currently outstanding. Options are granted with a strike price equal to the stock price on the date of grant and vest over the requisite service period of the award. The fair value of each Option Award is estimated on the grant date using the Black-Scholes option pricing model.

The following table provides a summary of the Company’s stock-based compensation expense, which is included in Selling and administrative expense in the Condensed Consolidated Statements of Operations:

13 Weeks Ended

~~39 Weeks Ended~~

(in thousands)

~~November~~May 12, ~~2024~~2025

~~October~~May 273, ~~2023~~2024

~~November 1, 2024~~

~~October 27, 2023~~

Deferred awards

~~765~~818

~~1,322~~922

~~2,630~~

~~3,543~~

Performance awards (1)

~~585~~(2

)

~~300~~200

~~1,170~~

~~(236~~

)

Option awards

~~103~~104

104

~~311~~

~~312~~

Total stock-based compensation expense

~~1,453~~920

1,~~726~~226

~~4,111~~

~~3,619~~

(1)

Net credit expense for the 3913 weeks ended ~~October~~May 272, ~~2023~~2025 includes a reduction of the accrual for Performance Awards based on actual and projected results relative to performance measures.

Deferred Awards

The following table provides a summary of the Deferred Awards activity for the 3913 weeks ended ~~November~~May 12, ~~2024~~2025:

	Deferred Awards
(in thousands, except per share amounts)	Number ofShares			Weighted AverageGrant Date Fair Valueper Share
Unvested Deferred Awards as of February 2, 2024		959		$	11.44
Unvested Deferred Awards as of January 31, 2025		757		$	10.63
Granted		~~310~~321			11.3816
Vested		(~~284~~125	)		1415.3270
Forfeited or expired		(~~223~~57	)		109.4825
Unvested Deferred Awards as of November 1, 2024		762		$	10.62
Unvested Deferred Awards as of May 2, 2025		896		$	10.21

Total unrecognized stock-based compensation expense related to unvested Deferred Awards was approximately $56.14 million as of ~~November~~May 12, ~~2024~~2025, which is expected to be recognized ratably over a weighted average period of 12.92 years. The total fair value of Deferred Awards vested during the 3913 weeks ended ~~November~~May 12, ~~2024~~2025 and ~~October~~May 273, ~~2023~~2024 was $42.10 million and $52.13 million, respectively. The Deferred Awards granted to employees during the 3913 weeks ended ~~November~~May 12, ~~2024~~2025 vest over a period of three years.

~~Performance Awards~~ 12

The following table provides a summary of the Performance Awards activity for the 39 weeks ended November 1, 2024:

	Performance Awards
(in thousands, except per share amounts)	Number ofShares			Weighted AverageGrant Date Fair Valueper Share
Unvested Performance Awards as of February 2, 2024		607		$	13.14
Granted		264			10.30
Change in estimate - performance		(57	)		29.95
Vested		—			—
Forfeited or expired		(122	)		11.46
Unvested Performance Awards as of November 1, 2024		692		$	10.99

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~~Total unrecognized stock-based compensation expense related to unvested~~ Performance Awards was approximately $3.4 million as of November 1, 2024 which is expected to be recognized ratably over a weighted average period of 2.0 years. The Performance Awards granted to employees during the 39 weeks ended November 1, 2024 vest, if earned, after completion of the applicable three-year performance period. The fair value of the 87,840 Performance Awards with stock performance criteria granted during the 39 weeks ended November 1, 2024 was estimated at $8.29 per share on the grant date using a Monte Carlo simulation.

The following table provides a summary of the Performance Awards activity for the 13 weeks ended May 2, 2025:


	Performance Awards
(in thousands, except per share amounts)	Number of Shares			Weighted Average Grant Date Fair Value per Share
Unvested Performance Awards as of January 31, 2025		692		$	10.99
Granted		780			10.39
Change in estimate - performance		(65	)		—
Vested		—			—
Forfeited or expired		(58	)		10.02
Unvested Performance Awards as of May 2, 2025		1,349		$	10.21

Total unrecognized stock-based compensation expense related to unvested Performance Awards was approximately $2.5 million as of May 2, 2025 which is expected to be recognized ratably over a weighted average period of 2.2 years. Additionally, total unrecognized stock-based compensation expense related to Performance Awards with event criteria was approximately $3.6 million, which is not expected to be recognized until the event is probable of occurring. The fair value of the 133,984 Performance Awards with stock performance criteria granted during the 13 weeks ended May 2, 2025 was estimated at $7.81 per share on the grant date using a Monte Carlo simulation.

Option Awards

The following table provides a summary of the Option Awards activity for the 3913 weeks ended ~~November~~May 12, ~~2024~~2025:

	Option Awards
(in thousands, except per share amounts)	Number ofShares			Weighted AverageGrant Date Fair Valueper Share
Option Awards outstanding as of February 2, 2024		511		$	16.08
Option Awards outstanding as of January 31, 2025		217		$	13.34
Granted		—			—
Exercised		—			—
Forfeited		—			—
Expired		~~(294~~—	)		~~18.10~~—
Option Awards outstanding as of November 1, 2024		217		$	13.34
Option Awards outstanding as of May 2, 2025		217		$	13.34

The following table provides a summary of information about the Option Awards vested and expected to vest during the contractual term, as well as Option Awards exercisable as of ~~November~~May 12, ~~2024~~2025:

(in thousands, except contractual life and exercise price amounts)	Option Awards		WeightedAverageRemaining Contractual Life (Years)		WeightedAverageExercise Price		Aggregate Intrinsic Value
Option Awards vested and expected to vest		217		6.7727	$	13.34	$	~~887~~-
Option Awards exercisable		133		5.9848	$	14.93	$	~~444~~-

Total unrecognized stock-based compensation expense related to Option Awards expected to vest was approximately $0.42 million as of ~~November~~May 12, ~~2024~~2025, which is expected to be recognized over a weighted average period of 10.16 years.

NOTE 7. STOCKHOLDERS’ EQUITY

Share Repurchase Program

On ~~June~~March 2815, ~~2022~~2024, the Company announced that its Board of Directors authorized the Company to repurchase up to $5025.0 million of the Company’s common stock through ~~February~~March 231, ~~2024~~2026 (the “~~2022~~2024 Share Repurchase Program”). Under the ~~2022~~2024 Share Repurchase Program, the Company could repurchase its common stock through open market purchases, in privately negotiated transactions, or by other means in accordance with federal securities laws, including Rule 10b-18 of the Exchange Act. The amount and timing of purchases were determined by the Company’s management depending upon market conditions and other factors and at times were made pursuant to a Rule 10b5-1 trading plan. The 2022 Share Repurchase Program expired on February 2, 2024.

On March 15, 2024, the Company announced that its Board of Directors authorized the Company to repurchase up to $25.0 million of the Company’s common stock through March 31, 2026 (the “2024 Share Repurchase Program”). Under the 2024 Share Repurchase Program, the Company may repurchase its common stock through open market purchases, in privately negotiated transactions, or by other means in accordance with federal securities laws, including Rule 10b-18 of the Exchange Act. The amount and timing of purchases will be determined by the Company’s management depending upon market conditions and other factors and may be made pursuant to a Rule 10b5-1 trading plan. The 2024 Share Repurchase Program may be suspended or discontinued at any time. As of November 1, 2024, additional purchases of up to $16.2 million could be made under the 2024 Share Repurchase Program. All repurchases are subject to compliance with the Current Term Loan Facility which imposes a per fiscal year limitation on share repurchases.13

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Repurchase Program, the Company may repurchase its common stock through open market purchases, in privately negotiated transactions, or by other means in accordance with federal securities laws, including Rule 10b-18 of the Exchange Act. The ~~following~~amount ~~table~~and ~~summarizes~~timing of purchases will be determined by the Company’s ~~share~~management ~~repurchases~~depending ~~for~~upon ~~the~~market 13conditions and 39other ~~weeks~~factors ~~ended~~and ~~November~~may be made pursuant to a Rule 10b5-1, ~~2024~~trading ~~(under~~plan. ~~the~~The 2024 Share Repurchase Program) ~~and~~may ~~October~~be 27suspended or discontinued at any time. As of May 2, ~~2023~~2025, (additional purchases of up to $10.6 million could be made under the ~~2022~~2024 Share Repurchase Program):. All repurchases are subject to compliance with the Term Loan Facility which imposes a per fiscal year limitation on share repurchases.

	13 Weeks Ended				39 Weeks Ended
(Shares and $ in thousands except average per share cost)	November 1, 2024		October 27, 2023		November 1, 2024		October 27, 2023
Number of shares repurchased		252		346		591		1,179
Total cost	$	4,008	$	2,992	$	8,752	$	9,764
Average per share cost (1)	$	15.88	$	8.65	$	14.80	$	8.28

The following table summarizes the Company’s share repurchases for the 13 weeks ended May 2, 2025 and May 3, 2024:


	13 Weeks Ended
(Shares and $ in thousands except average per share cost)	May 2, 2025		May 3, 2024
Number of shares repurchased		291		85
Total cost	$	2,771	$	1,013
Average per share cost (1)	$	9.54	$	11.88

(1)

Average price paid per share excludes broker commissions and excise taxes.

The Company retired all shares that were repurchased through the 2024 Share Repurchase Program ~~and the 2022 Share Repurchase Program~~ during the 3913 weeks ended ~~November~~May 12, ~~2024~~2025 and ~~October~~May 273, ~~2023, respectively~~2024. In accordance with FASB ASC 505—Equity, the par value of the shares retired was charged against Common stock and the remaining purchase price, including any broker commissions and excise taxes paid, was either (i) allocated between Additional paid-in capital and Retained earnings, or (ii) charged directly against Additional paid-in capital. To the extent the shares are repurchased at a price less than that of initial issuance, or to the extent the Company does not have sufficient reserves in Retained earnings at the time of repurchase, the excess of the purchase price over par value is accounted for entirely as a deduction from Additional paid-in capital.

NOTE 8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

(in thousands)	~~November~~May 12, ~~2024~~2025		~~October~~May 273, ~~2023~~2024		~~February~~January 231, ~~2024~~2025
Deferred gift card revenue	$	33,~~456~~364	$	3335,~~742~~119	$	3534,~~604~~746
Accrued employee compensation and benefits		2716,~~410~~659		1917,~~313~~900		2826,~~449~~105
Reserve for sales returns and allowances		1913,~~338~~333		2216,~~009~~886		2115,~~560~~156
Deferred revenue		10,342		13,800		4,314
Accrued property, sales and other taxes		6,600		7,904		6,338
Accrued property, sales and other taxes		9,983		10,298		8,795
Deferred revenue		5,049		9,340		6,584
Other		9,365		10,765		10,250
Accrued interest		2,421		662		2,662
Total Accrued expenses and other current liabilities	$	109,894	$	109,927	$	108,972
Other		6,537		4,370		7,145
Total Accrued expenses and other current liabilities	$	83,963	$	92,181	$	98,736

NOTE 9. FAIR VALUE MEASUREMENTS OF FINANCIAL ASSETS AND LIABILITIES

Cash and cash equivalents and restricted cash is reflected on the Condensed Consolidated Balance Sheets at fair value based on Level 1 inputs. Cash and cash equivalents and restricted cash amounts are valued based upon statements received from financial institutions. The fair value of restricted cash was $12.92 million, $12.85 million and $2.06 million as of ~~November~~May 12, ~~2024~~2025, ~~October~~May 273, ~~2023~~2024 and ~~February~~January 231, ~~2024~~2025, respectively.

Carrying amounts and fair values of long-term debt, including current portion, in the Condensed Consolidated Balance Sheets are as follows:

November 1, 2024

October 27, 2023

February 2, 2024

May 2, 2025

May 3, 2024

January 31, 2025

(in thousands)

CarryingAmount

FairValue

CarryingAmount

FairValue

CarryingAmount

FairValue

Long-term debt, including current portion

~~250~~243,~~250~~750

~~254~~239,~~695~~442

~~233~~256,750

~~233~~257,~~750~~270

~~260~~247,000

~~258~~251,~~139~~690

The Company’s valuation of long-term debt, including current portion, at fair value is considered a Level 3 instrument under the fair value hierarchy. The Company’s valuation techniques include the Black-Derman-Toy (“BDT”) model as well as market inputs from management. The BDT modeling approach is particularly relevant given the Current Term Loan Facility’s features, including the optional redemption provision. There were no nonfinancial assets or nonfinancial liabilities recognized at fair value on a nonrecurring basis as of November 1, 2024, October 27, 2023 and February 2, 2024.

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from management. The BDT modeling approach is particularly relevant given the Term Loan Facility’s features, including the optional redemption provision. There were no nonfinancial assets or nonfinancial liabilities recognized at fair value on a nonrecurring basis as of May 2, 2025, May 3, 2024 and January 31, 2025.

NOTE 10. INCOME TAXES

Provision for Income Taxes

At the end of each quarter, the Company estimates its effective income tax rate pursuant to ASC 740. The rate for the period consists of the tax rate expected to be applied for the full year to ordinary income adjusted for any discrete items recorded in the period.

The Company recorded a tax benefit at an overall effective tax rate of 5528.49% and 19.6% for the 13 weeks ended ~~November~~May 12, ~~2024,~~2025 and aMay ~~tax~~3, ~~benefit~~2024, atrespectively. The an overall effective tax rate ~~of 0.4%~~ for the 13 weeks ended ~~October~~May 272, ~~2023.~~2025, ~~The~~varies ~~Company~~from ~~recorded~~the aU.S. ~~tax~~statutory ~~benefit at an overall~~ rate of ~~28.7~~21% ~~for~~as ~~the 39 weeks ended November 1, 2024, and~~ a ~~tax~~result ~~expense at an overall rate~~ of ~~(0.8)%~~state ~~for~~taxes ~~the~~and 39non-deductible ~~weeks ended October 27, 2023~~expenses. The overall effective tax ~~rates~~rate for the 13 ~~and 39~~ weeks ended ~~November~~May 13, 2024, ~~vary~~varies from the U.S. ~~federal~~ statutory rate of 21% as a result of state taxes, non-deductible expenses, and the ~~impacts~~impact of ~~certain state audit closures and~~ stock-based compensation ~~adjustments~~. ~~The overall effective tax rate for the 13 and 39 weeks ended October 27, 2023, reflects the impacts resulting from the impairment of goodwill recorded in the 13 weeks ended October 27, 2023.~~

NOTE 11. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is party to various claims, legal proceedings and investigations arising in the ordinary course of business. Some of these actions involve complex factual and legal issues and are subject to uncertainties. At this time, the Company is not able to either predict the outcome of these legal proceedings or reasonably estimate a potential range of loss with respect to the proceedings. While it is not feasible to predict the outcome of such pending claims, proceedings and investigations with certainty, management is of the opinion that their ultimate resolution should not have a material adverse effect on results of operations, cash flows or financial position taken as a whole.

NOTE 12. SEGMENT REPORTING

~~For~~The ~~the~~Company 39identifies ~~weeks~~operating ~~ended~~segments ~~November~~according 1,to how business activities are managed and evaluated. Following internal organizational changes and realignment of distribution channel responsibilities in Fourth Quarter 2024, the Company’s operating segments consisted of: U.S. eCommerce, Europe eCommerce, Outfitters, Third Party, Licensing and Retail. Beginning Fourth Quarter 2024, the Wholesale business is included in Licensing and prior periods were recast to reflect the change in operating segments for comparability purposes.

•

The Company determined that each of the operating segments have similar economic and other qualitative characteristics, thus the results of the operating segments are aggregated into one external reportable segment.

Lands’ End identifies five separate distribution channels for revenue reporting purposes:

U.S. eCommerce offers products through the Company’s eCommerce website.

•

~~International~~Europe eCommerce offers products primarily direct to consumers located in Europe ~~and~~ through ~~the Company’s~~ eCommerce international websites ~~and~~as well as third-party ~~affiliates.~~marketplace websites.

•

Outfitters sells uniform and logo apparel to businesses and their employees, as well as to student households through school relationships, located primarily in the U.S.

•

Third Party sells ~~the same~~ products ~~as U.S. eCommerce but~~ direct to consumers through third-party marketplace websites ~~and through domestic wholesale relationships~~. ~~In addition, Third Party generates revenue from licensing agreements.~~

•

~~Retail~~Licensing ~~sells~~earns ~~products~~royalties ~~through~~on the ~~Company~~use ~~Operated~~of ~~stores~~Lands’ End trademark and any fulfillment fees for fulfillment services provided by the Company.

•

18Retail sells products through the Company Operated stores, located in the U.S.

The internal reporting of these operating segments is based, in part, on the reporting and review process used by the Company’s chief operating decision maker (“CODM”), its Chief Executive Officer. The CODM assesses segment performance based on variable profit, which is defined as net revenue minus cost of sales and variable selling expenses to evaluate segment profitability and make decisions about resource allocations. The Company’s CODM monitors actual segment variable profit results relative to operating plan and forecast to assess the performance of the business and allocate resources. The CODM does not utilize segment asset information to evaluate performance and make resource allocation decisions, and thus such disclosures are not provided.

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The Company determined the U.S. eCommerce, Outfitters and Third Party operating segments share similar economic and other qualitative characteristics, and therefore the results of these operating segments are aggregated into the U.S. Digital segment. The Europe eCommerce, Licensing and Retail operating segments are not quantitatively significant to be separately reported.

The Company has determined its significant segment expense categories based on amounts regularly provided to the Company’s CODM to evaluate segment profitability and drive strategic decision making. The following presents U.S. Digital segment sales and expenses:


	13 Weeks Ended				13 Weeks Ended
	May 2, 2025				May 3, 2024
(in thousands)	Segment		Total		Segment		Total
Net revenue	$	227,752		227,752		228,727		228,727
All other net revenue (1)				33,456				56,744
Total consolidated net revenue			$	261,208			$	285,471
Product cost of goods sold		83,601				79,788
Shipping cost of goods sold		29,189				33,324
Marketing costs		39,933				39,102
Variable personnel costs		15,570				16,044
Other segment expenses (2)		6,565				5,684
Segment variable profit	$	52,894			$	54,785

(1)

All other net revenue is from Europe eCommerce, Licensing and Retail that does not meet the quantitative thresholds

(2)

Other segment expenses include credit card fees, customer service, webhosting, supplies and other miscellaneous expenses

The reconciliation between segment variable profit to consolidated loss before income taxes is as follows:


	13 Weeks Ended			13 Weeks Ended
(in thousands)	May 2, 2025			May 3, 2024
Segment variable profit	$	52,894		$	54,875
All other variable profit (1)		5,844			10,326
Depreciation expense		(8,291	)		(9,005	)
Unallocated corporate expenses (2)		(52,817	)		(53,963	)
Interest expense		(9,265	)		(10,336	)
Other income, net		11			88
Loss before income taxes	$	(11,624	)	$	(8,015	)

(1)

All other variable profit is from Europe eCommerce, Licensing and Retail that does not meet the quantitative thresholds

(2)

Unallocated corporate expenses include fixed personnel costs, incentive compensation, office occupancy, information technology and professional fees

Net revenue is presented by distribution channel in the following tables:

	13 Weeks Ended		% of Net			13 Weeks Ended		% of Net
(in thousands)	~~November~~May 12, ~~2024~~2025		Revenue			~~October~~May 273, ~~2023~~2024		Revenue
Net revenue:
U.S. eCommerce	$	~~186~~170,~~071~~747		5865.4	%	$	~~190~~170,~~153~~532		5859.67	%
International		25,012		7.9	%		26,242		8.0	%
Outfitters		42,923		16.4	%		42,677		15.0	%
Outfitters		73,372		23.0	%		74,317		22.9	%
Third Party		14,082		5.4	%		15,518		5.4	%
Third Party		25,528		8.0	%		23,980		7.4	%
Total U.S. Digital Segment Revenue		227,752					228,727
Retail		8,645		2.7	%		10,043		3.1	%
Europe eCommerce		17,851		6.8	%		24,968		8.8	%
Total Net revenue	$	318,628				$	324,735
Licensing and Retail		15,605		6.0	%		31,776		11.1	%
Total Net revenue	$	261,208				$	285,471

	39 Weeks Ended		% of Net			39 Weeks Ended		% of Net
(in thousands)	November 1, 2024		Revenue			October 27, 2023		Revenue
Net revenue:
U.S. eCommerce	$	544,939		59.2	%	$	563,776		58.9	%
International		72,930		7.8	%		74,452		7.7	%
Outfitters		179,208		19.5	%		216,270		22.6	%
Third Party		93,096		10.1	%		71,364		7.5	%
Retail		31,099		3.4	%		31,794		3.3	%
Total Net revenue	$	921,272				$	957,656

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NOTE 13. REVENUE

Net Revenue

Product Sales

Revenue includes sales of merchandise and delivery revenue related to merchandise sold. Substantially all of the Company’s revenue is recognized when control of product passes to customers, which for the U.S. eCommerce, ~~International~~Europe eCommerce, Outfitters and Third Party distribution channels is when the merchandise is ~~expected to be~~ received by the customer and for the Retail distribution channel is at the time of sale in the store. The Company recognizes revenue, including shipping and handling fees billed to customers, in the amount expected to be received when control of the Company’s products transfers to customers, and is presented net of various forms of promotions, which range from contractually fixed percentage price reductions to sales returns, discounts, and other incentives that may vary in amount. Variable amounts are estimated based on an analysis of historical experience and adjusted as better estimates become available.

The Company’s revenue is disaggregated by distribution channel and geographic location. Revenue by distribution channel is presented in Note 12, Segment Reporting. Revenue by geographic location was:

13 Weeks Ended

~~39 Weeks Ended~~

(in thousands)

~~November~~May 12, ~~2024~~2025

~~October~~May 273, ~~2023~~2024

~~November 1, 2024~~

~~October 27, 2023~~

Net revenue:

United States

~~289~~241,~~223~~063

~~294~~257,~~103~~507

~~837,771~~

~~871,160~~

Europe

2518,~~617~~319

2625,~~693~~308

~~74,255~~

~~75,875~~

Other

31,~~788~~826

32,~~939~~656

~~9,246~~

~~10,621~~

Total Net revenue

~~318~~261,~~628~~208

~~324~~285,~~735~~471

~~921,272~~

~~957,656~~

Licensing Agreements

The Company generates royalty revenue from licensing the right to use its trademarks to third parties. The licensing agreements generally are exclusive to a product category, selling channel and/or geography, have terms in excess of one year, provide for annual guaranteed minimum royalties and, in most cases, include renewal options. In certain agreements, the licensee pays the Company a fulfillment fee for licensed product sold on the Company’s website and fulfilled from the Company’s distribution center. The trademark royalty revenue and fulfillment fee are included in Net revenue and reported in the Licensing distribution channel.

19In exchange for providing these rights, the license agreements require the licensees to pay the Company a trademark royalty based on net sales as defined in the license agreements. The Company recognizes sales-based royalty revenue at the later of (i) when the related sales of the licensed product occur, or (ii) when the performance obligation has been satisfied, when the Company expects the annual guaranteed minimums will be met, where such provisions exist. If a sales-based royalty is not ultimately expected to exceed a contractually guaranteed minimum royalty amount, the minimum is recognized straight-line as revenue over the contractual period, if all other criteria of revenue recognition have been met. In certain licensing agreements, the Company agreed to provide marketing activities. The Company receives reimbursement for such services at cost. The amount of these reimbursements are recorded as a reduction of Selling and administrative expenses in the Condensed Consolidated Statements of Operations. The amount of these reimbursements was not material for the 13 weeks ended May 2, 2025 and May 3, 2024.

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fulfillment fee for licensed product sold on the Company’s website and fulfilled from the Company’s distribution center. The trademark royalty revenue and fulfillment fee are included in Net revenue and reported in the Third Party distribution channel. See Note 12, Segment Reporting.

In exchange for providing these rights, the license agreements require the licensees to pay the Company a trademark royalty based on net sales as defined in the license agreements. The Company recognizes sales-based royalty revenue at the later of (i) when the related sales of the licensed product occur, or (ii) when the performance obligation has been satisfied, when the Company expects the annual guaranteed minimums will be met, where such provisions exist. If a sales-based royalty is not ultimately expected to exceed a contractually guaranteed minimum royalty amount, the minimum is recognized straight-line as revenue over the contractual period, if all other criteria of revenue recognition have been met.

In certain agreements, the Company agreed to perform transitional activities, such as marketing costs, for the licensed products. The Company receives reimbursement for such costs. The amount of these reimbursements, which are recorded as a reduction of Selling and administrative expenses in the Condensed Consolidated Statements of Operations, for the 13 and 39 weeks ended November 1, 2024 was $3.5 million and $6.8 million, respectively.

Contract Liabilities

Contract liabilities consist of payments received in advance of the transfer of control to the customer. As products are delivered and control transfers, the Company recognizes the deferred revenue in Net revenue in the Condensed Consolidated Statements of Operations. The following table summarizes the deferred revenue associated with payments received in advance of the transfer of control to the customer, reported in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets, and amounts recognized through Net revenue for each period presented. The majority of deferred revenue as of November 1, 2024 is expected to be recognized in Net revenue in the fiscal quarter ending January 31, 2025, as products are delivered to customers.

	13 Weeks Ended						39 Weeks Ended
(in thousands)	November 1, 2024			October 27, 2023			November 1, 2024			October 27, 2023
Deferred revenue beginning of period	$	9,302		$	8,081		$	4,314		$	7,484
Deferred revenue recognized in period	$	(9,088	)		(7,867	)		(4,100	)		(7,270	)
Revenue deferred in period	$	10,128			13,586			10,128			13,586
Deferred revenue end of period	$	10,342		$	13,800		$	10,342		$	13,800

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recognized through Net revenue for each period presented. The majority of deferred revenue as of May 2, 2025 is expected to be recognized in Net revenue in the fiscal quarter ending August 1, 2025, as products are delivered to customers.


	13 Weeks Ended
(in thousands)	May 2, 2025			May 3, 2024
Deferred revenue beginning of period	$	6,584		$	4,314
Deferred revenue recognized in period		(6,370	)		(4,100	)
Revenue deferred in period		4,835			9,126
Deferred revenue end of period	$	5,049		$	9,340

Revenue from gift cards is recognized when (i) the gift card is redeemed by the customer for merchandise, or (ii) as gift card breakage, an estimate of gift cards which will not be redeemed where the Company does not have a legal obligation to remit the value of the unredeemed gift cards to the relevant jurisdictions. Gift card breakage is recorded within Net revenue in the Condensed Consolidated Statements of Operations. Prior to their redemption, gift cards are recorded as a liability and included within Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. The liability is estimated based on expected breakage that considers historical patterns of redemption. The following table provides the reconciliation of the contract liability related to gift cards:

13 Weeks Ended

~~39 Weeks Ended~~

(in thousands)

~~November~~May 12, ~~2024~~2025

~~October~~May 273, ~~2023~~2024

~~November 1, 2024~~

~~October 27, 2023~~

Balance as of beginning of period

34,~~179~~746

3335,~~556~~604

~~35,604~~

~~33,029~~

Gift cards issued

1514,~~493~~612

1415,~~275~~056

~~45,111~~

~~43,062~~

Gift cards redeemed

(15,~~323~~310

)

(1314,~~168~~193

)

~~(43,535~~

)

~~(39,851~~

)

Gift card breakage

(~~893~~684

)

(~~921~~1,348

)

~~(3,724~~

)

~~(2,498~~

)

Balance as of end of period

33,~~456~~364

3335,~~742~~119

~~33,456~~

~~33,742~~

Refund Liabilities

Refund liabilities, primarily associated with product sales returns and retrospective volume rebates, represent variable consideration and are estimated and recorded as a reduction to Net revenue based on historical experience. Refund liabilities, primarily associated with estimated product returns, were $1913.3 million, $2216.09 million and $2115.62 million as of ~~November~~May 12, ~~2024~~2025, ~~October~~May 273, ~~2023~~2024 and ~~February~~January 231, ~~2024~~2025, respectively, and reported in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

2018

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with the Condensed Consolidated Financial Statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Information” below, “Item 1A. Risk Factors” in our Annual Report filed on Form 10-K for the year ended ~~February~~January 231, ~~2024~~2025 and “Part II, Item 1A Risk Factors” of this Quarterly Report on Form 10-Q, for a discussion of the uncertainties, risks and assumptions associated with these statements.

As used in this Quarterly Report on Form 10-Q, references to the “Company”, “Lands’ End”, “we”, “us”, “our” and similar terms refer to Lands’ End, Inc. and its subsidiaries. Our fiscal year ends on the Friday preceding the Saturday closest to January 31. Other terms that are commonly used in this Quarterly Report on Form 10-Q are defined as follows:

•

Adjusted EBITDA – Net income (loss) appearing on the Condensed Consolidated Statements of Operations net of Income tax expense/(benefit), Interest expense, Depreciation and amortization and other significant items

•

Adjusted net income (loss) – Net income (loss) appearing on the Condensed Consolidated Statements of Operations excluding significant non-recurring or non-operational items. Adjusted net income (loss) is also presented on a diluted per share basis

•

Company Operated stores – Lands’ End retail stores in the Retail distribution channel

•

~~Debt~~First ~~Facilities~~Quarter 2025 – ~~Collectively,~~The ~~the~~13 ~~Current~~weeks ~~Term~~ended ~~Loan~~May ~~Facility~~2, ~~and ABL Facility~~2025

•

First Quarter 2024 – The 13 weeks ended May 3, 2024

•

~~First~~Fiscal ~~Quarter~~2025 ~~2023~~ – The 1352 weeks ~~ended~~ending ~~April~~January 2830, ~~2023~~2026

•

Fiscal 2024 – The 52 weeks ~~ending~~ended January 31, 2025

•

Fiscal 2023 – The 53 weeks ended February 2, 2024

•

Fiscal 2022 – The 52 weeks ended January 27, 2023

Former Term Loan Facility – Term loan credit agreement, dated as of September 9, 2020, among the Company, Fortress Credit Corp., as Administrative Agent and Collateral Agent, and the lenders party thereto

GAAP – Accounting principles generally accepted in the United States

•

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.

•

LIBOR – London inter-bank offered rate

SOFR – Secured Overnight Funding Rate

•

21Term Loan Facility – Term loan credit agreement, dated as of December 29, 2023, among the Company, Blue Torch Capital, as Administrative Agent and Collateral Agent, and the lenders party thereto

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Third Quarter 2024 – The 13 weeks ended November 1, 2024

Third Quarter 2023 – The 13 weeks ended October 27, 2023

Year-to-Date 2024 – The 39 weeks ended November 1, 2024

Year-to-Date 2023 – The 39 weeks ended October 27, 2023

Executive Overview

Description of the Company

Lands’ End is a leading digital retailer of solution-based apparel, swimwear, outerwear, accessories, footwear, home products and uniforms. We offer products online at www.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.

Lands’ End was founded in 1963 by Gary Comer and his partners to sell sailboat hardware and equipment by catalog. While our product focus has shifted significantly over the years, we have continued to adhere to our founder’s motto as one of our guiding principles: “Take care of the customer, take care of the employee and the rest will take care of itself.”

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

We have determined that ~~each~~the ofU.S. ~~our~~eCommerce, Outfitters and Third Party operating segments share similar economic and other qualitative characteristics, and therefore, the results of ~~our~~these operating segments are aggregated into ~~one~~the ~~external~~U.S. ~~reportable~~Digital segment. The Europe eCommerce, Licensing and Retail operating segments are not quantitatively significant to be separately reported. See Note 12, Segment Reporting.

Distribution Channels

We identify ~~five~~six separate distribution channels for revenue reporting purposes:

•

U.S. eCommerce offers products through our eCommerce website.

•

~~International~~Europe eCommerce offers products primarily direct to consumers located in Europe ~~and~~ through ~~our~~ eCommerce international websites ~~and~~as well as third-party ~~affiliates.~~marketplace websites.

•

Outfitters sells uniform and logo apparel to businesses and their employees, as well as to student households through school relationships, located primarily in the U.S.

•

~~Retail~~Licensing ~~sells~~earns ~~products~~royalties ~~through~~on the use of our ~~Company~~trademark ~~Operated~~and ~~stores~~any fulfillment fees for fulfillment services provided by us.

•

Retail sells products through the Company Operated stores, located in the U.S.

Macroeconomic Challenges

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. Moreover, uncertainty with respect to trade policy and tariffs, including increased tariffs applicable to countries where our vendors manufacture our product, may result in an increase in the cost of our products.

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Restructuring

During ~~Fiscal~~the ~~2023~~First Quarter 2025, we reduced approximately 106% of our corporate office ~~and Hong Kong sourcing office~~ positions and incurred restructuring charges, primarily severance and benefit and other related costs. The reductions in the ~~Hong Kong sourcing office were organizational changes to move positions to our~~ corporate ~~headquarters to centralize product development to better align with our speed-to-market initiatives. 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. ~~For~~Additionally, ~~the~~we 39incurred ~~weeks~~ongoing ~~ended~~costs ~~November~~related 1,to ~~2024,~~exploring westrategic ~~incurred~~alternatives ~~restructuring~~to ~~charges,~~maximize ~~primarily~~shareholder ~~severance~~value and ~~benefit~~have ~~costs,~~included ~~related~~those tocosts ~~cost~~as ~~optimization~~part of ~~business~~restructuring. ~~operations~~For ~~and~~the ~~strategic~~13 ~~initiatives.~~weeks

We incurred $1.8 million and $2.3 million of restructuring costs during the Third Quarter 2024 and Third Quarter 2023, respectively. Restructuring costs of $4.5 million and $2.7 million were incurred Year-to-Date 2024 and Year-to-Date 2023, respectively, and were recorded in Other operating expense, net in the Condensed Consolidated Statement of Operations.20

AsTable of November 1, 2024, approximately $4.1 million of restructuring costs incurred had yet to be paid and are included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.Contents

ended May 3, 2024, we incurred restructuring charges, primarily severance and benefit costs, related to cost optimization of business operations and strategic initiatives.

We incurred $3.3 million and $0.3 million of restructuring costs during the First Quarter 2025 and First Quarter 2024, respectively.

As of May 2, 2025, approximately $2.4 million of restructuring costs incurred had yet to be paid and are included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

Basis of Presentation

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.

Seasonality

We experience seasonal fluctuations in our Net revenue and operating results and historically have realized a significant portion of our net revenue and earnings for the year during our fourth fiscal quarter. We generated approximately 34.0% of our net revenue in the fourth quarters of Fiscal ~~2023~~2024 and Fiscal ~~2022~~2023.

Working capital requirements typically increase during the second and third quarters of the fiscal year as inventory builds to support peak selling periods and, accordingly, working capital requirements typically decrease during the fourth quarter of the fiscal year as inventory is sold. Cash provided by operating activities is typically higher in the fourth quarter of the fiscal year due to reduced working capital requirements during that period.

Results of Operations

The following ~~tables~~table ~~set~~sets forth, for the periods indicated, selected income statement data, both in dollars and as a percentage of Net revenue:

	13 Weeks Ended
(in thousands)	~~November~~May 12, ~~2024~~2025					~~October~~May 273, ~~2023~~2024
Net revenue	$	~~318~~261,~~628~~208		100.0	%	$	~~324~~285,~~735~~471		100.0	%
Cost of sales (exclusive of depreciation and amortization)		~~157~~128,~~483~~482		49.42	%		~~172~~146,~~142~~491		5351.03	%
Gross profit		~~161~~132,~~145~~726		50.68	%		~~152~~138,~~593~~980		4748.07	%
Selling and administrative		~~140~~123,~~876~~462		4447.23	%		~~135~~127,~~282~~401		4144.76	%
Depreciation and amortization		8,~~153~~291		23.62	%		9,~~595~~005		3.02	%
Goodwill impairment		—		—			106,700		32.9	%
Other operating expense, net		3,343		1.3	%		341		0.1	%
Other operating expense, net		2,829		0.9	%		2,324		0.7	%
Operating (loss) income		(2,370	)	(0.9	)%		2,233		0.8	%
Operating income (loss)		9,287		2.9	%		(101,308	)	(31.2	)%
Interest expense		9,265		3.5	%		10,336		3.6	%
Interest expense		10,266		3.2	%		11,677		3.6	%
Other (income), net		(11	)	(0.0	)%		(88	)	(0.0	)%
Other expense (income), net		352		0.1	%		(132	)	(0.0	)%
Loss before income taxes		(11,624	)	(4.5	)%		(8,015	)	(2.8	)%
Loss before income taxes		(1,331	)	(0.4	)%		(112,853	)	(34.8	)%
Income tax benefit		(3,362	)	(1.3	)%		(1,573	)	(0.6	)%
Income tax benefit		(738	)	(0.2	)%		(459	)	(0.1	)%
NET LOSS	$	(8,262	)	(3.2	)%	$	(6,442	)	(2.3	)%
NET LOSS	$	(593	)	(0.2	)%	$	(112,394	)	(34.6	)%

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	39 Weeks Ended
(in thousands)	November 1, 2024					October 27, 2023
Net revenue	$	921,272		100.0	%	$	957,656		100.0	%
Cost of sales (exclusive of depreciation and amortization)		469,262		50.9	%		527,529		55.1	%
Gross profit		452,010		49.1	%		430,127		44.9	%
Selling and administrative		403,787		43.8	%		377,662		39.4	%
Depreciation and amortization		25,850		2.8	%		28,439		3.0	%
Goodwill impairment		—		—			106,700		11.1	%
Other operating expense, net		8,367		0.9	%		2,916		0.3	%
Operating income (loss)		14,006		1.5	%		(85,590	)	(8.9	)%
Interest expense		31,049		3.4	%		35,984		3.8	%
Other expense (income), net		180		0.0	%		(488	)	(0.1	)%
Loss before income taxes		(17,223	)	(1.9	)%		(121,086	)	(12.6	)%
Income tax (benefit) expense		(4,937	)	(0.5	)%		978		0.1	%
NET LOSS	$	(12,286	)	(1.3	)%	$	(122,064	)	(12.7	)%

Depreciation and amortization are not included in our cost of sales because we are a reseller of inventory and do not believe that including depreciation and amortization is meaningful. As a result, our gross margins may not be comparable to other entities that include depreciation and amortization related to the sale of their product in their gross margin measure.

Definitions, Reconciliations and Uses of Non-GAAP Financial Measures

In addition to our Net income (loss) determined in accordance with GAAP, for purposes of evaluating operating performance, we report the following non-GAAP measures: Adjusted net income (loss) and Adjusted EBITDA. Adjusted net income (loss) is also expressed on a diluted per share basis.

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We believe presenting non-GAAP financial measures provides useful information to investors, allowing them to assess how the business performed excluding the effects of significant non-recurring or non-operational amounts. We believe the use of the non-GAAP financial measures facilitates comparing the results being reported against past and future results by eliminating amounts that we believe are not comparable between periods and assists investors in evaluating the effectiveness of our operations and underlying business trends in a manner that is consistent with management’s own methods for evaluating business performance.

Our management uses Adjusted net income (loss) and Adjusted EBITDA to evaluate the operating performance of our business for comparable periods and to discuss our business with our Board of Directors, institutional investors and other market participants. Adjusted EBITDA is also used as the basis for a performance measure used in executive incentive compensation.

The methods we use to calculate our non-GAAP financial measures may differ significantly from methods other companies use to compute similar measures. As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies. Adjusted net income (loss) and Adjusted EBITDA should not be used by investors or other third parties as the sole basis for formulating investment decisions as these measures may exclude a number of important cash and non-cash recurring items.

Adjusted net income (loss) is defined as net income (loss) excluding significant non-recurring or non-operational items as set forth below. Adjusted net income (loss) is also presented on a diluted per share basis. While Adjusted net income (loss) is a non-GAAP measurement, management believes that it is an important indicator of operating performance and useful to investors.

•

Other significant non-recurring or non-operational items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of results and are described below:

•

~~Goodwill~~Corporate ~~and~~restructuring ~~long-lived~~– ~~asset~~primarily ~~impairment~~severance –and ~~charges~~benefit ~~associated~~costs ~~with~~as ~~the~~well ~~non-cash~~as ~~write~~costs ~~down~~related ofto ~~goodwill~~the ~~and~~strategic ~~certain~~alternative ~~long-lived~~exploration ~~assets~~ for the 13 ~~and 39~~ weeks ended ~~November~~May 12, ~~2024~~2025. Primarily severance and ~~October~~benefit 27costs for the 13 weeks ended May 3, ~~2023~~2024.

•

Exit costs –- charges associated to exit ~~the~~ kids and footwear lines of business including inventory excess and obsolescence reserves, inventory discounts and operational charges recorded in the 3913 weeks ended ~~November~~May 12, ~~2024~~2025 in conjunction with our licensing arrangements ~~which~~commencing ~~commenced~~ in Fiscal 2024.

24The following table sets forth, for the periods indicated, a reconciliation of Net loss to Adjusted net income (loss) and Adjusted diluted earnings (loss) per share:

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Unaudited	13 Weeks Ended
(in thousands, except per share amounts)	May 2, 2025			May 3, 2024
Net loss	$	(8,262	)	$	(6,442	)
Corporate restructuring		3,332			342
Exit costs		257			—
Tax effects on adjustments (1)		(746	)		(87	)
ADJUSTED NET LOSS	$	(5,419	)	$	(6,187	)
ADJUSTED DILUTED LOSS PER SHARE	$	(0.18	)	$	(0.20	)

Diluted weighted average common shares outstanding		30,867			31,439

(1)

Restructuring – primarily severance and benefit costs for the 13 and 39 weeks ended November 1, 2024 and October 27, 2023.

Lands’ End Japan closure – closing costs, net of other operating income, recorded for the 13 and 39 weeks ended October 27, 2023.

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

Unaudited	13 Weeks Ended
(in thousands, except per share amounts)	November 1, 2024			October 27, 2023
Net loss	$	(593	)	$	(112,394	)
Goodwill and long-lived asset impairment		1,012			106,700
Restructuring		1,802			2,266
Lands’ End Japan closure		—			23
Tax effects on adjustments (1)		(436	)		(159	)
ADJUSTED NET INCOME (LOSS)	$	1,785		$	(3,564	)
ADJUSTED DILUTED EARNINGS (LOSS) PER SHARE	$	0.06		$	(0.11	)
Diluted weighted average common shares outstanding		31,654			31,887

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

Unaudited	39 Weeks Ended
(in thousands, except per share amounts)	November 1, 2024			October 27, 2023
Net loss	$	(12,286	)	$	(122,064	)
Goodwill and long-lived asset impairment		3,817			106,700
Exit costs		687			—
Restructuring		4,482			2,656
Lands’ End Japan closure		—			122
Tax effects on adjustments (1)		(1,820	)		(200	)
ADJUSTED NET LOSS	$	(5,120	)	$	(12,786	)
ADJUSTED DILUTED LOSS PER SHARE	$	(0.16	)	$	(0.40	)
Diluted weighted average common shares outstanding		31,317			32,140

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

While Adjusted EBITDA is a non-GAAP measurement, management believes that it is an important indicator of operating performance, and is useful to investors, because EBITDA excludes the effects of financings, investing activities and tax structure by eliminating the effects of interest, depreciation and income tax.

•

Other significant items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of results and are described below:

Goodwill and long-lived asset impairment – charges associated with the non-cash write down of goodwill and certain long-lived assets for the 13 and 39 weeks ended November 1, 2024 and October 27, 2023.22

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

Restructuring – primarily severance and benefit costs for the 13 and 39 weeks ended November 1, 2024 and October 27, 2023.

Lands’ End Japan closure – closing costs, net of other operating income, recorded for the 13 and 39 weeks ended October 27, 2023.

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•

~~Net~~Corporate ~~gain~~restructuring or– ~~loss~~primarily onseverance ~~disposal~~and ofbenefit ~~property~~costs ~~and~~as ~~equipment~~well –as ~~disposal~~costs ofrelated ~~property~~to ~~and~~the ~~equipment~~strategic alternative exploration for the 13 ~~and 39~~ weeks ended ~~November~~May 12, ~~2024~~2025. Primarily severance and benefit costs for the 3913 weeks ended ~~October~~May 273, ~~2023~~2024.

•

~~Other~~Net –gain ~~amortization~~or ofloss ~~transaction~~on ~~related~~disposal ~~costs~~of ~~associated~~property ~~with~~and ~~our~~equipment ~~Third~~– ~~Party~~disposal ~~distribution~~of ~~channel~~property ~~expenses~~and equipment for the 3913 weeks ended ~~October~~May 272, ~~2023~~2025 and May 3, 2024.

•

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.

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 loss to Adjusted EBITDA:

Unaudited	13 Weeks Ended
(in thousands)	~~November~~May 12, ~~2024~~2025					~~October~~May 273, ~~2023~~2024
Net loss	$	(~~593~~8,262	)	(03.2	)%	$	(~~112~~6,~~394~~442	)	(342.63	)%
Income tax benefit		(~~738~~3,362	)	(01.23	)%		(~~459~~1,573	)	(0.16	)%
Interest expense		109,~~266~~265		3.25	%		1110,~~677~~336		3.6	%
Other expense (income), net		352		0.1	%		(132	)	(0.0	)%
Other (income), net		(11	)	(0.0	)%		(88	)	(0.0	)%
Operating income (loss)		9,287		2.9	%		(101,308	)	(31.2	)%
Operating (loss) income		(2,370	)	(0.9	)%		2,233		0.8	%
Depreciation and amortization		8,~~153~~291		23.62	%		9,~~595~~005		3.02	%
Goodwill and long-lived asset impairment		1,012		0.3	%		106,700		32.9	%
Corporate restructuring		3,332		1.3	%		342		0.1	%
Restructuring		1,802		0.6	%		2,266		0.7	%
Exit costs		257		0.1	%		—		—	%
Lands’ End Japan closure		—		—	%		23		0.0	%
Loss (gain) on disposal of property and equipment		11		0.0	%		(1	)	(0.0	)%
Loss on disposal of property and equipment		15		0.0	%		—		—	%
Adjusted EBITDA	$	9,521		3.6	%	$	11,579		4.1	%
Adjusted EBITDA	$	20,269		6.4	%	$	17,276		5.3	%

Unaudited	39 Weeks Ended
(in thousands)	November 1, 2024					October 27, 2023
Net loss	$	(12,286	)	(1.3	)%	$	(122,064	)	(12.7	)%
Income tax benefit		(4,937	)	(0.5	)%		978		0.1	%
Interest expense		31,049		3.4	%		35,984		3.8	%
Other expense (income), net		180		0.0	%		(488	)	(0.1	)%
Operating income (loss)		14,006		1.5	%		(85,590	)	(8.9	)%
Depreciation and amortization		25,850		2.8	%		28,439		3.0	%
Goodwill and long-lived asset impairment		3,817		0.4	%		106,700		11.1	%
Exit costs		687		0.1	%		—		—	%
Restructuring		4,482		0.5	%		2,656		0.3	%
Lands’ End Japan closure		—		—	%		122		0.0	%
Loss on disposal of property and equipment		67		0.0	%		100		0.0	%
Other		—		—	%		189		0.0	%
Adjusted EBITDA	$	48,909		5.3	%	$	52,616		5.5	%

In assessing the operational performance of our business, we consider a variety of financial measures. We operate in six separate distribution channels for revenue reporting purposes: U.S. eCommerce, Europe eCommerce, Outfitters, Third Party, Licensing and Retail. A key measure in the evaluation of our business is revenue performance by distribution channel as well as consolidated Gross margin. We manage and assess the performance of each of our operating segments using Variable profit, which is defined as Net revenue minus cost of sales and variable selling expenses. This segment measure excludes fixed personnel costs, incentive compensation, office occupancy, information technology, professional fees and depreciation and amortization. See Note 12, Segment Reporting for more information regarding Variable profit, which is a non-GAAP measure, as well as a reconciliation of Variable profit to Income (loss) before income taxes.

We Inuse ~~assessing~~Net ~~the~~revenue ~~operational~~to evaluate revenue performance offor ~~our~~the ~~business~~U.S. eCommerce, weEurope ~~consider~~eCommerce, aOutfitters, ~~variety~~Third ofParty ~~financial~~and ~~measures~~Licensing distribution channels. We ~~operate~~use inGMV, ~~five~~which ~~separate~~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, ~~for~~as ~~revenue~~an ~~reporting~~important ~~purposes:~~indicator Uof the performance of the comparable growth of the total brand.S. ~~eCommerce,~~For ~~International,~~our ~~Outfitters~~Retail distribution channel, ~~Third~~we ~~Party~~use ~~and~~Same ~~Retail.~~Store ASales as a key measure in ~~the~~evaluating ~~evaluation~~performance. ofA ~~our~~Company ~~business~~Operated store is ~~revenue~~included ~~performance~~in byU.S. ~~distribution~~Same ~~channel.~~Store WeSales ~~also~~calculations ~~consider~~when ~~gross~~it ~~margin~~has ~~and~~been ~~Selling~~open for at least 14 months. Online sales and ~~administrative~~sales ~~expenses~~generated through our in-store ~~evaluating~~web ~~the~~portal ~~performance~~are ofconsidered revenue in our ~~business~~U.S. eCommerce and are excluded from U.S. Same Store Sales.

We use Net revenue to evaluate revenue performance for the U.S. eCommerce, International, Outfitters and Third Party 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 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. For our Retail distribution channel, we use Same Store Sales as a key measure in evaluating performance. A Company Operated store is included in U.S. Same Store Sales calculations when it has been open for at least 14 months. Online sales and sales generated through our in-store web portal are considered revenue in our U.S. eCommerce and are excluded from U.S. Same Store Sales. 23

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Discussion and Analysis

~~Third~~First Quarter ~~2024~~2025 compared with ~~Third~~First Quarter ~~2023~~2024

Gross Merchandise Value

Gross Merchandise Value (“GMV”) ~~increased~~decreased low-~~double~~single digits compared to ~~Third~~First Quarter ~~2023~~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.

Net Revenue

Net revenue was $~~318~~261.62 million for ~~Third~~First Quarter ~~2024~~2025, a decrease of $624.13 million or 18.95%, from $~~324~~285.75 million during ~~Third~~First Quarter ~~2023~~2024. Excluding the impact of transitioning kids and footwear ~~products~~inventory to ~~licensing arrangements~~licensees, Net revenue ~~increased~~decreased by 3.4.2%.

U.S. ~~eCommerce~~Digital Segment Net revenue was $~~186~~227.17 million for ~~Third~~First Quarter ~~2024~~2025, a decrease of $4.1.0 million or 20.24%, from $~~190~~228.27 million ~~during~~in ~~Third~~First Quarter ~~2023~~2024. The decrease in U.S. eCommerce was primarily driven by the transition of kids and footwear products from a direct to a license model, lower promotional activity and improved inventory management resulting in increased gross profit from higher gross margins. Excluding the impact of transitioning kids and footwear products to licensing arrangements, U.S. eCommerce Net revenue increased by 11.9%.

~~International~~U.S. eCommerce Net revenue was $25170.07 million for ~~Third~~First Quarter ~~2024~~2025, aan ~~decrease~~increase of $10.2 million or 40.61%, from $26170.25 million during ~~Third~~First Quarter ~~2023~~2024. ~~The~~First ~~decrease~~Quarter in2025 ~~International~~reflected ~~eCommerce~~continued ~~was~~strength ~~primarily~~in ~~driven~~our byOuterwear ~~lower~~product ~~promotional~~offset ~~activity~~by ~~and~~ a ~~decrease~~slower instart ~~markdown and clearance sales compared~~ to the ~~Third~~seasonal ~~Quarter~~swim ~~2023~~product.

Outfitters Net revenue was $7342.49 million for ~~Third~~First Quarter ~~2024~~2025, aan ~~decrease~~increase of $0.92 million or 10.25%, from $7442.37 million during ~~Third~~First Quarter ~~2023~~2024. The business uniform channel increased year-over-year primarily due to ~~the~~ strength in national accounts. The school uniform channel slightly decreased primarily due to the timing of customer orders ~~earlier in the back-to-school season as~~ compared to the prior year.

Third Party Net revenue was $2514.51 million for ~~Third~~First Quarter ~~2024~~2025, ana ~~increase~~decrease of $1.54 million or 69.30%, from $2415.05 million during ~~Third~~First Quarter ~~2023~~2024. The ~~increase~~decrease was primarily due to ~~revenue~~challenges ~~generated~~in ~~from~~one ~~licensing~~marketplace ~~arrangements~~partially offset by positive performance in select marketplaces.

~~Retail~~Europe eCommerce Net revenue was $817.69 million for ~~Third~~First Quarter ~~2024~~2025, a decrease of $17.41 million or 1428.04%, from $1025.0 million during ~~Third~~First Quarter ~~2023~~2024. ~~Our~~The ~~U.S. Company Operated stores experienced a~~ decrease ofwas ~~0.9%~~primarily indue ~~Same Store Sales as compared~~ to ~~Third~~new ~~Quarter~~leadership ~~2023.~~using Onthe ~~November~~quarter 1,to ~~2024~~relaunch ~~there~~as ~~were~~a 24more ~~U.S.~~premium ~~Company Operated stores~~brand, ~~compared~~eliminating tolower 26value ~~U.S.~~inventory ~~Company~~and ~~Operated~~positioning ~~stores~~for onmarketplace ~~October 27, 2023~~expansion.

Licensing and Retail Net revenue was $15.6 million for First Quarter 2025, a decrease of $16.2 million or 50.9%, from $31.8 million during First Quarter 2024. The decrease was primarily driven by the impact of transitioning kids and footwear inventory to licensees in First Quarter 2024 and transitioning adult wholesale to a licensing partner in First Quarter 2025. Licensing revenue increased over 60% while the U.S. Company Operated stores experienced a decrease of 7.4% in Same Store Sales as compared to First Quarter 2024.

Gross Profit

Gross profit was $~~161~~132.17 million for ~~Third~~First Quarter ~~2024~~2025, ana ~~increase~~decrease of $86.53 million or 54.65% from $~~152~~139.60 million during ~~Third~~First Quarter of ~~2023~~2024. Gross margin increased approximately ~~360~~210 basis points to 50.68% in ~~Third~~First Quarter ~~2024~~2025, compared with 4748.07% in ~~Third~~First Quarter ~~2023~~2024. The gross margin improvement was primarily driven by ~~lower promotional activity, leveraging~~ the ~~strength~~impact inof ~~product~~transitioning ~~solutions~~kids and ~~newness~~footwear ~~across~~inventory ~~the~~to ~~channels~~licensees ~~and~~in ~~improved~~First ~~supply~~Quarter ~~chain costs~~2024.

Selling and Administrative Expenses

Selling and administrative expenses ~~increased~~decreased $53.69 million to $~~140~~123.95 million or 4447.23% of total Net revenue in ~~Third~~First Quarter ~~2024~~2025 compared with $~~135~~127.34 million or 4144.76% of Net revenue in ~~Third~~First Quarter ~~2023~~2024. The approximately ~~250~~270 basis points increase was primarily driven by ~~higher~~deleverage ~~digital~~from ~~marketing~~lower ~~spend focused on new customer acquisition~~revenues.

Depreciation and Amortization

Depreciation and amortization expense decreased $10.47 million to $8.23 million in ~~Third~~First Quarter ~~2024~~2025 compared with $9.60 million in ~~Third~~First Quarter ~~2023~~2024. The decrease in depreciation and amortization is primarily driven by lower software depreciation ~~in Third Quarter 2024~~ as a result of major software projects becoming fully depreciated.

2724

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Goodwill Impairment

There was no goodwill impairment in Third Quarter 2024 compared to $106.7 million in Third Quarter 2023. In Third Quarter 2023, we recorded goodwill impairment of the remaining $70.4 million and $36.3 million of goodwill allocated to our U.S. eCommerce and Outfitters reporting units, respectively, due to the decline in our stock price and market capitalization, as well as the then market conditions and macroeconomic conditions.

Other Operating Expense

Other operating expense, net was $23.83 million in ~~Third~~First Quarter ~~2024~~2025 compared to $20.3 million in ~~Third~~First Quarter ~~2023~~2024. The increase was ~~attributed~~primarily todriven aby ~~$1.0~~restructuring ~~million~~costs ~~non-cash charge related to long-lived asset impairment offset by $0~~incurred.5 ~~million~~See ~~lower~~Note ~~restructuring~~1, ~~costs~~Background inand ~~Third~~Basis ~~Quarter~~of ~~2024~~Presentation.

Operating Income (Loss)

As a result of above factors, Operating ~~income~~loss was $92.34 million in ~~Third~~First Quarter ~~2024~~2025 compared to Operating ~~loss~~income of $~~101~~2.32 million in ~~Third~~First Quarter ~~2023~~2024.

Interest Expense

Interest expense was $109.3 million in ~~Third~~First Quarter ~~2024~~2025 compared to $1110.73 million in ~~Third~~First Quarter ~~2023~~2024. The $1.40 million decrease was primarily driven by lower ABL Facility interest related to lower average outstanding balances and lower applicable interest rates under the ~~Current~~ Term Loan Facility.

Other Expense (Income)

Other ~~expense~~income was ~~$0.4~~insignificant ~~million~~ in ~~Third~~First Quarter ~~2024~~2025 compared to ~~Other income of~~ $0.1 million in ~~Third~~First Quarter ~~2023~~2024.

Income Tax (Benefit) Expense

We recorded an income tax benefit at an overall effective rate of 5528.49% and 19.6% for the ~~Third~~First Quarter ~~2024~~2025 and anFirst ~~income~~Quarter ~~tax~~2024, ~~benefit at an overall effective rate of 0~~respectively.4% ~~for the Third Quarter 2023.~~ The overall effective tax rate for the ~~Third~~13 ~~Quarter~~weeks ~~2024~~ended May 2, 2025 varies from the U.S. federal statutory rate of 21% as a result of state taxes, and non-deductible expenses~~, and the impacts of certain state audit closures and stock-based compensation adjustments~~. The overall effective tax rate for the ~~Third~~13 ~~Quarter~~weeks ~~2023~~ended ~~reflects~~May ~~the~~3, ~~impacts~~2024 ~~resulting~~varies from the ~~impairment~~U.S. federal statutory rate of ~~goodwill~~21% ~~recorded~~as ina result of state taxes, non-deductible expenses, and the ~~Third~~impact ~~Quarter~~of ~~2023.~~stock-based compensation.

Net Income (Loss)

As a result of the above factors, Net loss was $08.63 million and diluted loss per share was $0.0227 in ~~Third~~First Quarter ~~2024~~2025 compared with Net loss of $~~112~~6.4 million and diluted loss per share was $30.5220 in ~~Third~~First Quarter ~~2023~~2024. ~~Third Quarter 2023 Net loss includes a non-cash goodwill impairment charge of $106.7 million.~~

Adjusted Net Income (Loss)

Adjusted net ~~income~~loss was $15.84 million and Adjusted diluted ~~earnings~~loss per share was $0.0618 in ~~Third~~First Quarter ~~2024~~2025 compared to Adjusted net loss of $3.6.2 million and Adjusted diluted loss per share of $0.1120 in ~~Third~~First Quarter ~~2023~~2024.

Adjusted EBITDA

As a result of the above factors, Adjusted EBITDA was $209.35 million in ~~Third~~First Quarter ~~2024~~2025 and $1711.36 million in ~~Third~~First Quarter ~~2023~~2024, respectively.

28U.S. Digital Segment Results of Operations

Variable Profit

U.S. Digital Segment Variable profit was $52.9 million in First Quarter 2025, a decrease of $1.9 million compared to $54.8 million in First Quarter 2024. U.S. Digital Segment Variable profit was 20.2% of Net revenue in First Quarter 2025, which is an increase of 100 basis points compared to 19.2% of Net revenue in First Quarter 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.

Product cost of goods sold was $83.6 million or 32.0% of Net revenue in First Quarter 2025 compared to $79.8 million or 27.9% of Net revenue in First Quarter 2024. Shipping cost of goods sold was $29.2 million or 11.2% of Net revenue in First Quarter 2025 compared to $33.3 million or 11.7% of Net revenue in First Quarter 2024. The increase in Product and Shipping cost of goods sold as a percentage of Net revenue was primarily due to product assortment mix partially offset by improvements in supply chain costs. Marketing expenses were $39.9 million or 15.3% of Net revenue in First Quarter 2025 compared to $39.1 million or 13.7% of Net

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~~Year-to-Date~~revenue in First Quarter 2024. ~~compared~~The ~~with~~increase ~~Year-~~in Marketing expenses was primarily due to~~-Date~~ ~~2023~~higher digital spend focused on new customer acquisition.

Gross Merchandise Value

Gross Merchandise Value (“GMV”) increased low-single digits compared to Year-to-Date 2023.

Net Revenue

Net revenue was $921.3 million for Year-to-Date 2024 a decrease of $36.4 million or 3.8% from $957.7 million during Year-to-Date 2023. Excluding the $31.2 million in revenue from inventory sales to Delta Air Lines at the conclusion of their five-year contract in the First Quarter 2023, Net revenue Year-to-Date 2024 decreased 0.6%.

U.S. eCommerce Net revenue was $544.9 million for Year-to-Date 2024, a decrease of $18.9 million or 3.4%, from $563.8 million during the Year-to-Date 2023. The decrease in U.S. eCommerce was primarily driven by the transition of kids and footwear products from a direct to a license model, continued promotional productivity within swim, outerwear and newness in adjacent product categories and improved inventory management resulting in higher margins with lower clearance inventory sales. Excluding the impact of transitioning kids and footwear products to licensing arrangements, U.S. eCommerce Year-to-Date 2024 revenue increased by 7.2%.

International eCommerce Net revenue was $72.9 million for Year-to-Date 2024, a decrease of $1.5 million or 2.0%, from $74.4 million during the Year-to-Date 2023. The decrease in International eCommerce was primarily driven by the continued focus on gross margin improvement through higher gross profit sales as well as a decrease in markdown and clearance sales Year-to-Date 2024.

Outfitters Net revenue was $179.2 million for Year-to-Date 2024, a decrease of $37.1 million or 17.2%, from $216.3 million during the Year-to-Date 2023. The decrease Year-to-Date 2024 was primarily driven by inventory sales to Delta Air Lines at the conclusion of their five-year contract in the First Quarter 2023. Excluding the $31.2 million revenue from the Delta Air Lines business, Net revenue for the Outfitters business decreased by 3.2%.

Third Party Net revenue was $93.1 million for Year-to-Date 2024, an increase of $21.7 million or 30.4% from $71.4 million during the Year-to-Date 2023. The increase was primarily due to revenue generated from licensing arrangements including $10.5 million of Lands’ End produced inventory sold to a licensee in First Quarter 2024 in connection with the transition of kids products from a direct to a license model.

Retail Net revenue was $31.1 million for Year-to-Date 2024, a decrease of $0.7 million or 2.2%, from $31.8 million during the Year-to-Date 2023. Our U.S. Company Operated stores experienced an increase of 7.9% in Same Store Sales as compared to Year-to-Date 2023. On November 1, 2024 there were 24 U.S. Company Operated stores compared to 26 U.S. Company Operated stores on October 27, 2023.

Gross Profit

Gross profit was $452.0 million for Year-to-Date 2024, an increase of $21.9 million or 5.1% from $430.1 million during Year-to-Date 2023. Gross margin increased to 49.1% in Year-to-Date 2024, compared with 44.9% in Year-to-Date 2023. The 420 basis point improvement in gross margin was primarily driven by leveraging the strength in the swimwear, outerwear and newness in adjacent product categories across the channels, lower promotional activity, improvements in both inventory management and supply chain costs for Year-to-Date 2024 compared to Year-to-Date 2023.

Selling and Administrative Expenses

Selling and administrative expenses increased $26.1 million to $403.8 million or 43.8% of total Net revenue in Year-to-Date 2024 compared with $377.7 million or 39.4% of Net revenue in Year-to-Date 2023. The approximately 440 basis point increase was driven by deleveraging from lower revenues, higher digital marketing spend focused on new customer acquisition and third party professional services.

Depreciation and Amortization

Depreciation and amortization expense was $25.9 million in Year-to-Date 2024, a decrease of $2.5 million or 8.8%, compared with $28.4 million in Year-to-Date 2023.

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Goodwill Impairment

There was no goodwill impairment in Year-to-Date 2024 compared to $106.7 million in Year-to-Date 2023. In Year-to-Date 2023, we recorded goodwill impairment of the remaining $70.4 million and $36.3 million of goodwill allocated to our U.S. eCommerce and Outfitters reporting units, respectively, due to the decline in our stock price and market capitalization, as well as the then market conditions and macroeconomic conditions.

Other Operating Expense

Other operating expense, net was $8.4 million in Year-to-Date 2024, an increase of $5.5 million, compared to $2.9 million in Year-to-Date 2023. The increase was due to $3.8 million of non-cash charges related to long-lived asset impairment and $1.8 million higher restructuring costs Year-to-Date 2024.

Operating Income (Loss)

As a result of the above factors, Operating income was $14.0 million in Year-to-Date 2024 compared to Operating loss of $85.6 million in Year-to-Date 2023.

Interest Expense

Interest expense was $31.0 million in Year-to-Date 2024 compared to $36.0 million in Year-to-Date 2023. The $5.0 million decrease was primarily driven by lower ABL Facility interest related to lower average outstanding balances and lower amortization of debt issuance costs and lower applicable interest rates on the Current Term Loan Facility.

Other Expense (Income)

Other expense was $0.2 million in Year-to-Date 2024 compared to Other income of $0.5 million in Year-to-Date 2023.

Income Tax (Benefit) Expense

We recorded an income tax benefit at an overall effective rate of 28.7% for Year-to-Date 2024 and an income tax expense at an overall effective rate of (0.8)% for Year-to-Date 2023. The overall effective tax rate for Year-to-Date 2024 varies from the U.S. federal statutory rate of 21% as a result of state taxes, non-deductible expenses, and the impacts of certain state audit closures and stock-based compensation adjustments. The overall effective tax rate for Year-to-Date 2023 reflects the impacts resulting from the impairment of goodwill recorded in the Third Quarter 2023.

Net Income (Loss)

As a result of the above factors, Net loss was $12.3 million and diluted loss per share was $0.39 in Year-to-Date 2024 compared with Net loss of $122.1 million and diluted loss per share of $3.80 in Year-to-Date 2023. Year-to-Date 2023 Net loss includes a non-cash goodwill impairment charge of $106.7 million.

Adjusted Net Income (Loss)

As a result of the above factors, Adjusted net loss was $5.1 million and Adjusted diluted loss per share was $0.16 in Year-to-Date 2024 compared with Adjusted net loss of $12.8 million and Adjusted diluted loss per share of $0.40 in Year-to-Date 2023.

Adjusted EBITDA

As a result of the above factors, Adjusted EBITDA was $48.9 million in Year-to-Date 2024 compared to $52.6 million in Year-to-Date 2023. Excluding the $14.1 million from the conclusion of the Delta Air Lines business in Year-to-Date 2023, Adjusted EBITDA increased by 27.3%.

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Liquidity and Capital Resources

Liquidity

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 $6040.0 million on ~~November~~May 12, ~~2024~~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.

ABL Facility

Our $~~275~~225.0 million committed revolving ABL Facility, as amended to date, includes a $7035.0 million sublimit for letters of credit and is available for working capital and other general corporate liquidity needs ~~and matures on July 29, 2026~~. The amount available to borrow is the lesser of (1) the Aggregate Commitments of $~~275~~225.0 million (“ABL Facility Limit”) 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 ~~November~~May 12, ~~2024~~2025 and ~~October~~May 273, ~~2023~~2024 was $6040.0 million and $~~110~~40.0 million, respectively. The balance of outstanding letters of credit was $11.10 million and $8.91 million on ~~November~~May 12, ~~2024~~2025 and ~~October~~May 273, ~~2023~~2024, respectively. The borrowing availability under the ABL Facility was $9086.38 million and $~~156~~133.18 million as of ~~November~~May 12, ~~2024~~2025 and ~~October~~May 273, ~~2023~~2024, respectively.

Effective with the ~~Fourth~~Fifth Amendment to the ABL Facility, ~~executed~~dated ~~May~~March 1228, ~~2023~~2025 (the “Fifth Amendment”), the 0.10% adjustment to the SOFR benchmark interest rate was ~~changed~~eliminated ~~from~~and ~~LIBOR~~the tobenchmark ~~SOFR~~rates ~~plus~~under anthe ~~adjustment~~ABL ofCredit ~~0.10%~~Agreement ~~for~~are, ~~all~~at ~~loans~~our ~~(“ABL~~election, ~~Adjusted~~either: ~~SOFR”~~(1). ~~Loan~~Term ~~interest~~SOFR ~~rates~~(which ~~are~~is ~~selected~~a atforward ~~the~~looking ~~borrower’s~~term ~~election,~~rate isbased ~~either~~on ~~(1)~~the ~~ABL~~secured ~~Adjusted~~overnight ~~SOFR~~financing rate), or (2) a ~~base~~Base ~~rate~~Rate (which is the ~~greater~~greatest of (a) 0% per annum, (b) the federal funds rate plus 0.50%, (bc) the one-month ~~ABL~~Term ~~Adjusted~~ SOFR rate plus 1.00%, or (cd) the Wells Fargo “prime rate”). The borrowing margin for ~~ABL Adjusted~~ SOFR Rate loans is (i) ~~less~~where ~~than~~the ~~$95.0~~average ~~million,~~daily ~~1.25%,~~total ~~(ii)~~outstanding ~~equal~~for tothe orprevious ~~greater~~quarter ~~than~~is ~~$95.0 million but~~ less than $~~180~~95.0 million, 1.50%, and (~~iii~~ii) ~~greater~~where ~~than~~the oraverage daily total outstanding for the previous quarter is equal to or greater than $~~180~~95.0 million, 1.75%. For ~~base~~Base ~~rate~~Rate loans, the borrowing margin is (i) ~~less~~where ~~than~~the ~~$95.0~~average ~~million,~~daily ~~0.50%,~~total ~~(ii)~~outstanding ~~equal~~for tothe orprevious ~~greater~~quarter ~~than~~is ~~$95.0 million but~~ less than $~~180~~95.0 million, 0.75%, and (~~iii~~ii) ~~greater~~where ~~than~~the oraverage daily total outstanding for the previous quarter is equal to or greater than $~~180~~95.0 million, 1.00% (“Applicable Borrowing Margin”). The Applicable Borrowing Margin for all loans is based upon the average daily total loans outstanding for the previous quarter. The ~~Fourth~~Fifth Amendment had no material interest rate impact.

The ABL Facility fees include (i) commitment fees of 0.2520% 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 ~~November~~May 12, ~~2024~~2025, we had $6040.0 million borrowings outstanding under the ABL Facility.

Long-Term Debt

OnThe Term Loan Facility will mature on December 29, ~~2023~~2028, weand ~~entered~~amortizes ~~into~~at ~~the~~a ~~Current~~rate ~~Term~~equal ~~Loan~~to ~~Facility~~1.25% ~~which~~per ~~provides~~quarter. ~~borrowings~~Depending ofupon ~~$260.0~~our ~~million~~Total Leverage Ratio, as defined in the ~~proceeds~~Term ofLoan ~~which~~Facility, ~~were~~mandatory ~~used~~prepayments in an amount equal to ~~repay~~a ~~all~~percentage of the ~~indebtedness~~our ~~under~~excess ~~the~~cash ~~Former~~flows in each fiscal year, ranging from 0% to 75% are required. The Term Loan Facility also has typical prepayment requirements for the proceeds of certain asset sales, casualty events and toextraordinary ~~pay~~receipts. ~~fees~~Voluntary prepayment and ~~expenses~~certain inmandatory ~~connection~~prepayments ~~with~~made ~~the~~(i) ~~financing.~~between ~~Origination~~December ~~costs~~30, ~~including~~2024 and December 29, 2025 would result in a 3prepayment premium equal to 2% ~~original~~of ~~issue~~the ~~discount~~principal amount of ~~$7.8~~the ~~million~~loan prepaid, (ii) between December 30, 2025 and ~~debt~~December ~~origination~~29, ~~fees~~2026, would result in a prepayment premium equal to 1% of ~~$3.8~~the ~~million~~principal amount of the loan prepaid, ~~were~~(iii) ~~incurred~~between December 30, 2026 and December 29, 2027, would result in ~~connection~~a ~~with~~prepayment ~~entering~~premium ~~into~~equal to 0.5% of the ~~Current~~principal ~~Term~~amount ~~Loan~~of ~~Facility~~the loan prepaid and (iv) thereafter no prepayment premium is due.

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~~loan~~The ~~prepaid~~interest rates per annum applicable to the loans under the Term Loan Facility are based on a fluctuating rate of interest equal to, at our election, either (iv1) ~~between~~Term ~~December~~Loan 30Adjusted SOFR loan (subject to a 2% floor) plus an applicable margin, ~~2026~~or (2) an alternative base rate loan plus an applicable margin. The applicable margin is based on our net leverage and ~~December~~will 29be, ~~2027~~(i) for Term Loan Adjusted SOFR loans, ~~would~~8.25% ~~result~~per inannum aif ~~prepayment~~the ~~premium~~total leverage ratio is greater than or equal to 02.575:1.00, 8.00% ofper annum if the ~~principal~~total ~~amount~~leverage ofratio is less than 2.75:1.00 but greater than or equal to 2.25:1.00, and 7.75% per annum if the ~~loan~~total ~~prepaid~~leverage ratio is less than 2.25:1.00 and (vii) ~~thereafter~~for nobase ~~prepayment~~rate ~~premium~~loans, 7.25% per annum if the total leverage ratio is ~~due~~greater than or equal to 2.75:1.00, 7.00% per annum if the total leverage ratio is less than 2.75:1.00 but greater than or equal to 2.25:1.00, and 6.75% per annum if the total leverage ratio is less than 2.25:1.00. In each case, the net leverage is determined as of the last day of each applicable measurement period.

The ~~interest rates per annum applicable to the loans under the Current~~ Term Loan Facility ~~are~~contains ~~based~~customary onagency a fluctuating rate of interest equal to, at the Company’s election, either (1) Term Loan Adjusted SOFR loan (subject to a 2% floor) plus an applicable margin, or (2) an alternative base rate loan plus an applicable marginfees. The applicable margin is based on the Company’s net leverage and will be, (i) for Term Loan Adjusted SOFR loans, 8.25% per annum if the total leverage ratio is greater than or equal to 2.75:1.00, 8.00% per annum if the total leverage ratio is less than 2.75:1.00 but greater than or equal to 2.25:1.00, and 7.75% per annum if the total leverage ratio is less than 2.25:1.00 and (ii) for base rate loans, 7.25% per annum if the total leverage ratio is greater than or equal to 2.75:1.00, 7.00% per annum if the total leverage ratio is less than 2.75:1.00 but greater than or equal to 2.25:1.00, and 6.75% per annum if the total leverage ratio is less than 2.25:1.00. In each case, the net leverage is determined as of the last day of each applicable measurement period.

Effective with the First Amendment to the Former Term Loan Facility executed June 22, 2023, the interest rate benchmark changed from LIBOR to Term Loan Adjusted SOFR. The annual interest rate applicable to the loans under the Former Term Loan Facility was based on a fluctuating rate of interest measured by reference to, at the borrower’s election, either (1) a Term Loan Adjusted SOFR rate plus 9.75% or (2) an alternative base rate (which is the greater of (i) the prime rate published in the Wall Street Journal, (ii) the federal funds rate, which was to be no lower than 0.00% plus ½ of 1.00%, or (iii) the one month Term Loan Adjusted SOFR rate plus 1.00% per annum) plus 8.75%.

Both the Current Term Loan Facility and the Former Term Loan Facility contain customary agency fees.

Debt Facilities

Guarantees; Security

Representations and Warranties; Covenants

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.

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

Under the ABL Facility, if excess availability falls below the greater of 10% of the Loan Cap amount or $1512.0 million, ~~the~~we ~~Company~~ will be required to comply with a minimum fixed charge coverage ratio of 1.0 to 1.0.

As of ~~November~~May 12, ~~2024~~2025, ~~the~~we ~~Company~~were ~~was~~ in compliance with its financial covenants in the Debt Facilities.

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Events of Default

Cash Flows and Capital Expenditures

Cash Flows from Operating Activities

Net cash used in operating activities was $1222.25 million during ~~Year-to-Date~~First ~~2024~~Quarter 2025 compared to ~~net cash provided by operating activities of~~ $3625.78 million during ~~Year-to-Date~~First ~~2023~~Quarter 2024. The ~~increase~~decrease in net cash used was due to changes in working capital~~, primarily the reduction of cash used for inventories during Year-to-Date 2023~~.

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Cash Flows from Investing Activities

Net cash used in investing activities was $228.13 million and $286.57 million during ~~Year-to-Date~~First ~~2024~~Quarter 2025 and ~~Year-to-Date~~First ~~2023~~Quarter 2024, respectively. Cash used in investing activities for both periods was primarily used for investments to update our digital information technology infrastructure. ~~The decrease in Year-to-Date 2024 was primarily a result of the timing of capitalized expenditures in the second half of Fiscal 2023 and first half of Fiscal 2024.~~

For Fiscal ~~2024~~2025, we plan to invest approximately $3525.0 million in capital expenditures for strategic investments and infrastructure, primarily in technology and general corporate needs.

Cash Flows from Financing Activities

Net cash provided by financing activities was $3932.4 million during ~~Year-to-Date~~First ~~2024~~Quarter 2025, compared ~~with~~to ~~net cash used in financing activities of~~ $1135.40 million during ~~Year-to-Date~~First ~~2023~~Quarter 2024. The ~~increase~~decrease in net cash provided by financing activities is primarily due to ~~borrowings~~increased onpurchases of our common stock during First Quarter 2025 under the ~~ABL~~share ~~Facility~~repurchase program.

Contractual Obligations and Off-Balance-Sheet Arrangements

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 ~~February~~January 231, ~~2024~~2025.

Financial Instruments with Off-Balance-Sheet Risk

The ABL Facility is available for working capital and other general corporate liquidity needs. The balance outstanding on ~~November~~May 12, ~~2024~~2025 and ~~October~~May 273, ~~2023~~2024 was $6040.0 million and $~~110~~40.0 million, respectively. The balance of outstanding letters of credit was $11.10 million and $8.91 million on ~~November~~May 12, ~~2024~~2025 and ~~October~~May 273, ~~2023~~2024, respectively.

Application of Critical Accounting Policies and Estimates

We believe that the assumptions and estimates associated with revenue, inventory valuation, ~~goodwill~~indefinite-lived ~~and~~ intangible asset impairment assessments and income taxes have the greatest potential impact on our financial statements. Therefore, we consider these to be our critical accounting policies and estimates.

For a complete discussion of our critical accounting policies, please refer to our Annual Report on Form 10-K for the year ended ~~February~~January 231, ~~2024~~2025. There have been no significant changes in our critical accounting policies or their application since ~~February~~January 231, ~~2024~~2025.

Recent Accounting Pronouncements

See Part I, Item 1, Note 2, Recently Issued Accounting Pronouncements Not Yet Adopted, of the Condensed Consolidated Financial Statements (unaudited) included in this Quarterly Report on Form 10-Q for information regarding recent accounting pronouncements.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This document contains forward-looking statements. Forward-looking statements reflect our current views with respect to, among other things, future events and performance. These statements may discuss, among other things, our GMV, net sales, gross margin, operating expenses, operating income, net income, adjusted net income, adjusted EBITDA, cash flow, financial condition, financings, impairments, expenditures, growth, strategies, plans, achievements, dividends, capital structure, organizational structure, future store openings, market opportunities and general market and industry conditions. We generally identify forward-looking statements by words such as “anticipate,” “estimate,” “expect,” “intend,” “project,” “plan,” “predict,” “believe,” “seek,” “continue,” “outlook,” “may,” “might,” “will,” “should,” “can have,” “likely,” “targeting” or the negative version of these words or comparable words. Forward-looking statements are based on beliefs and assumptions made by management using currently available information. These statements are only predictions and are not guarantees of future performance, actions or events. Forward-looking statements are subject to risks and uncertainties. If one or more of these risks or uncertainties materialize, or if management’s underlying beliefs and assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement. These risks and uncertainties include those risks, uncertainties and factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended ~~February~~January 231, ~~2024~~2025 and “Part II, Item 1A Risk Factors” of this Quarterly Report on Form 10-Q. Forward-looking statements speak only as of the date on which they are made. We expressly disclaim any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable securities laws and regulations.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

The Company’s international subsidiaries operate with functional currencies other than the U.S. dollar. Since the Company’s Condensed Consolidated Financial Statements are presented in U.S. dollars, the Company must translate all components of these financial statements from the functional currencies into U.S. dollars at exchange rates in effect during or at the end of the reporting period. Net revenue generated from the ~~International~~Europe eCommerce distribution channel represented approximately ~~8.0~~7% of our total Net revenue during the Year-to-Date ~~2024~~2025. The fluctuation in the value of the U.S. dollar against other currencies affects the reported amounts of net revenue, expenses, assets and liabilities. Assuming a 10% change in foreign currency exchange rates, our Net revenue for Year-to-Date ~~2024~~2025 would have increased or decreased by approximately $71.38 million. Translation gains or losses, which are recorded in other comprehensive income or loss, result from translation of the assets and liabilities of our international subsidiaries into U.S. dollars. Foreign currency translation income, net, for Year-to-Date ~~2024~~2025 totaled approximately $01.35 million related to our international subsidiaries in United Kingdom and Germany. Additionally, the Company has foreign currency denominated intercompany receivables and payables that when settled result in a transaction gain or loss. A 10% change in foreign currency exchanges rates would not result in a significant transaction gain or loss in earnings. The Company does not utilize financial instruments for trading purposes or hedging and has not used any derivative financial instruments to limit foreign currency exchange rate exposures. The Company does not consider our foreign earnings to be permanently reinvested.

As of ~~November~~May 12, ~~2024~~2025, the Company had $107.02 million of cash and cash equivalents denominated in foreign currency, principally in British pound sterling, euro and Hong Kong dollar.

Interest Rate Risk

The Company is subject to interest rate risk with the ~~Current~~ Term Loan Facility and the ABL Facility, as both require the Company to pay interest on outstanding borrowings at variable rates. Each one percentage point change in interest rates (above the 2.00% SOFR floor) associated with the ~~Current~~ Term Loan Facility would result in a $2.54 million change in our annual cash interest expenses. Assuming our ABL Facility was fully drawn to a principal amount equal to $~~275~~225.0 million, each one percentage point change in interest rates would result in a $2.83 million change in our annual cash interest expense.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on their evaluation for the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of ~~November~~May 12, ~~2024~~2025, the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) are effective.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting identified in connection with the evaluation required by Rules 13a-15 under the Exchange Act during the most recently completed fiscal quarter ended ~~November~~May 12, ~~2024~~2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is party to various claims, legal proceedings and investigations arising in the ordinary course of business. Some of these actions involve complex factual and legal issues and are subject to uncertainties. At this time, the Company is not able to either predict the outcome of these legal proceedings or reasonably estimate a potential range of loss with respect to the proceedings. While it is not feasible to predict the outcome of pending claims, proceedings and investigations with certainty, management is of the opinion that their ultimate resolution should not have a material adverse effect on our results of operations, cash flows or financial position taken as a whole. There have been no material developments to the legal proceedings disclosed in Part I, Item 3 of the Company’s Annual Report on Form 10-K for the year ended January 31, 2025, filed with the SEC on March 27, 2025.

As disclosed in the Company’s Annual Report on Form 10-K for the year ended February 2, 2024, Lands’ End is the defendant in three separate lawsuits, each of which allege adverse health events and personal property damage as a result of wearing uniforms manufactured by Lands’ End: (1) Gilbert et al. v. Lands’ End, Inc., United States District Court for the Western District of Wisconsin, Civil Action No. 3:19-cv-00823-JDP, complaint filed October 3, 2019; (2) Andrews et al. v. Lands’ End, Inc., United States District Court for the Western District of Wisconsin, Civil Action No. 3:19-cv-01066-JDP, complaint filed on December 31, 2019, on behalf of 521 named plaintiffs, later amended to include 1,089 named plaintiffs; and (3) Davis et al. v. Lands’ End, Inc. and Lands’ End Business Outfitters, Inc., United States District Court for the Western District of Wisconsin, Case No. 3:20-cv-00195, complaint filed on March 4, 2020. Plaintiffs in Gilbert, Andrews, and Davis seek nationwide class certification on behalf of similarly situated Delta employees.

By order dated April 20, 2020, the Court consolidated the Gilbert and Andrews cases (the “Consolidated Wisconsin Action”) and stayed the Davis case. Plaintiffs in the Consolidated Wisconsin Action and Davis each assert that the damages sustained by the members of the proposed class exceed $5,000,000. Plaintiffs in each case seek damages for personal injuries, pain and suffering, severe emotional distress, financial or economic loss, including medical services and expenses, lost income and other compensable injuries. Plaintiffs in the Consolidated Wisconsin Action seek class certification with respect to performance of the uniforms and warranty claims and maintain individual claims for personal injury by numerous named plaintiffs.

On August 18, 2021, the Court ruled on several pending motions in the Consolidated Wisconsin Action. The Court denied Plaintiffs’ motion for class certification with respect to performance of the uniforms and warranty claims. The Court denied Plaintiffs’ motion for partial summary judgment regarding crocking claims and granted Lands’ End’s motion for partial summary judgment related to certain warranty claims. In addition, giving effect to both the addition and voluntary dismissal of individual plaintiffs over the course of the litigation, the number of individual plaintiffs had been reduced from 1,089 to 603 as of August 18, 2021. On September 1, 2021, Plaintiffs filed a Rule 23(f) petition, seeking interlocutory review of the Court’s decision denying class certification. On September 22, 2021, the U.S. Court of Appeals for the Seventh Circuit denied plaintiffs’ petition.

On July 8, 2022, the Court issued an Opinion and Order in the Consolidated Wisconsin Action (the “July 8 Opinion”), ruling in the Company’s favor on several additional pending motions. The Court granted the Company’s motion to exclude Plaintiffs’ expert opinions because the opinions were not based on reliably applied and scientifically valid methods. Accordingly, because Plaintiffs failed to submit evidence sufficient to show that the uniforms were defective or that a defect in the uniforms caused Plaintiffs’ alleged health problems, the Court granted the Company’s motion for summary judgement on Plaintiffs’ personal injury claims.

After giving effect to the July 8 Opinion, the remaining claims under the Consolidated Wisconsin Action related to claims for property damage and breach of warranty. Following these rulings and an order of the court dated December 1, 2022, 277 named Plaintiffs remained in the case who claim they have suffered personal property damage as a result of dye transferring to personal items, with aggregate claims of approximately $110,000 in damages. The Court set a deadline for the parties to voluntarily resolve these remaining outstanding claims, and on July 19, 2023 the parties reported to the Court that they had reached a settlement in principle of the matter, and subsequently entered into a Confidential Settlement, fully resolving the outstanding property damage claims, which were the only remaining claims in the action.

Following the entry of the Final Order by the Court on October 12, 2023, Plaintiffs filed an appeal to the Seventh Circuit. On November 13, 2023, the Court of Appeals for the Seventh Circuit issued an Order suspending the briefing schedule pending a remand to the district court for the limited purpose of issuing a revised final judgement order. On February 15, 2024, the Court of Appeals for the Seventh District remanded the case to the District Court for entry of a final judgement. On February 20, 2024, the District Court entered final judgement in favor of Lands’ End. On March 18, 2024, the Court of Appeals for the Seventh Circuit issued a briefing schedule. All briefs have been filed and oral argument occurred on November 14, 2024. The parties await the decision of the appellate court. Lands’ End continues its vigorous defense of this case and believes the claims are without merit.

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ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended ~~February~~January 231, ~~2024~~2025, filed with the SEC on ~~April~~March 327, ~~2024~~2025, except with respect to the second paragraph of the risk factor titled “We conduct business in and rely on sources for merchandise located in foreign markets and our business may therefore be adversely affected by legal, regulatory, economic and political risks associated with international trade in those markets.” Such paragraph is amended and restated as follows:

38The U.S. government has in the past made, and may in the future make, significant changes in U.S. trade policy and has taken certain actions that could negatively impact U.S. trade, including imposing tariffs on certain goods imported into the United States. In retaliation, China has in the past implemented, and may in the future implement, tariffs on a wide range of American products. There is also a concern that the imposition of tariffs by the United States could result in the adoption of tariffs by other countries as well, leading to a global trade war. More specifically, the U.S. government has from time to time imposed significant tariffs on certain product categories imported from China, including apparel, footwear, beauty and accessories. On April 2, 2025, the U.S. government announced a set of reciprocal tariffs, including a 10% baseline tariff on most product in most countries and additional country specific tariffs. Since such date, the announced tariffs have, in part, been delayed. The resolution of this issue and the resulting amount of any new or increased tariffs or trade restrictions implemented by the United States or other countries could have a material adverse effect on our business, financial condition and results of operations.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table presents a month-to-month summary of information with respect to purchases of common stock made during ~~Third~~First Quarter ~~2024~~2025 pursuant to the 2024 Share Repurchase Program announced on March 15, 2024:

Period	Total Number of Shares Purchased (1)		Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)		Approximate Dollar Value (in thousands) of Shares that May Yet Be Purchased Under the Plans or Programs (3)
August 3 - August 30		65,254	$	14.71		65,254	$	19,296
February 1 - February 28		—	$	—		—	$	13,350
August 31 - October 4		118,635	$	16.15		118,635	$	17,380
March 1 - April 4		114,837	$	10.49		114,837	$	12,146
October 5 - November 1		68,412	$	16.54		68,412	$	16,248
April 5 - May 2		175,671	$	8.92		175,671	$	10,579
Total		~~252~~290,~~301~~508	$	159.8854		~~252~~290,~~301~~508

(1)

All shares of common stock were retired following purchase.

(2)

Average price paid per share excludes broker commissions and ~~excise~~ taxes.

(3)

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the fiscal quarter ended ~~November~~May 12, ~~2024~~2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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ITEM 6. EXHIBITS

The following documents are filed as exhibits to this report:

Exhibit Number		Exhibit Description
3.1		Amended and Restated Certificate of Incorporation of Lands’ End, Inc. (incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10-K filed by Lands’ End, Inc. on March 24, 2022 (File No. 001-09769)).
3.2		Second Amended and Restated Bylaws of Lands’ End, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Lands’ End, Inc. on September 23, 2024 (File No. 001-09769)).
10.1		Angela Rieger Resignation Letter dated October 2, 2024 and Effective April 15, 2025.*
4.1		Fifth Amendment to Credit Agreement, dated March 28, 2025, by and among Lands’ End, Inc. (as the Lead Borrower), the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association (as administrative agent and collateral agent) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 31, 2025 (File No. 001-09769)). †
10.1		Retention agreement by and between Lands’ End, Inc. and Andrew J. McLean, dated April 7, 2025.*
10.2		Retention agreement by and between Lands’ End, Inc. and Bernard McCracken, dated April 7, 2025.*
10.3		Retention agreement by and between Lands’ End, Inc. and Peter L. Gray, dated April 7, 2025.*
31.1		Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.*
31.2		Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.*
32.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Document*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)*

* Filed herewith.

** Furnished herewith.

40† Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will furnish copies of any such schedules and exhibits to the Securities and Exchange Commission upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Lands’ End, Inc.

(Registrant)


By:	/s/ Bernard McCracken
Name:	Bernard McCracken
Title:	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

Date: ~~December~~June 5, ~~2024~~2025

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