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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 August 1, 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.)


5 Lands’ End Lane Dodgeville, 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 September 8, 2025, the registrant had 30,516,769 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 AUGUST 1, 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	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	34

Item 4.	Controls and Procedures	35

	PART II. OTHER INFORMATION	36

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37

Item 5.	Other Information	37

Item 6.	Exhibits	38

	Signatures	39

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LANDS’ END, INC.

Condensed Consolidated Statements of Operations

(Unaudited)


	13 Weeks Ended						26 Weeks Ended
(in thousands, except per share data)	August 1, 2025			August 2, 2024			August 1, 2025			August 2, 2024
Net revenue	$	294,079		$	317,173		$	555,287		$	602,644
Cost of sales (exclusive of depreciation and amortization)		150,661			165,288			279,143			311,779
Gross profit		143,418			151,885			276,144			290,865

Selling and administrative		129,356			135,510			252,818			262,911
Depreciation and amortization		7,656			8,692			15,947			17,697
Other operating expense, net		2,423			5,197			5,766			5,538
Operating income		3,983			2,486			1,613			4,719
Interest expense		9,262			10,447			18,527			20,783
Other (income), net		(3	)		(84	)		(14	)		(172	)
Loss before income taxes		(5,276	)		(7,877	)		(16,900	)		(15,892	)
Income tax benefit		(1,609	)		(2,626	)		(4,971	)		(4,199	)
NET LOSS	$	(3,667	)	$	(5,251	)	$	(11,929	)	$	(11,693	)

Loss per common share
Basic	$	(0.12	)	$	(0.17	)	$	(0.39	)	$	(0.37	)
Diluted	$	(0.12	)	$	(0.17	)	$	(0.39	)	$	(0.37	)

Weighted average common shares outstanding
Basic		30,743			31,376			30,721			31,407
Diluted		30,743			31,376			30,721			31,407

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

LANDS’ END, INC.

Condensed Consolidated Statements of Comprehensive Operations

(Unaudited)


	13 Weeks Ended						26 Weeks Ended
(in thousands)	August 1, 2025			August 2, 2024			August 1, 2025			August 2, 2024
NET LOSS	$	(3,667	)	$	(5,251	)	$	(11,929	)	$	(11,693	)
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustments		(565	)		299			933			(214	)
COMPREHENSIVE LOSS	$	(4,232	)	$	(4,952	)	$	(10,996	)	$	(11,907	)

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)	August 1, 2025			August 2, 2024			January 31, 2025
ASSETS
Current assets
Cash and cash equivalents	$	21,255		$	25,648		$	16,180
Restricted cash		2,291			2,239			2,632
Accounts receivable, net		39,028			27,420			47,839
Inventories		301,797			312,014			265,132
Prepaid expenses		30,400			34,864			33,258
Other current assets		10,291			12,579			5,439
Total current assets		405,062			414,764			370,480
Property and equipment, net		117,205			106,758			115,618
Operating lease right-of-use asset		18,856			21,182			20,373
Intangible asset		257,000			257,000			257,000
Other assets		2,518			2,812			2,010
TOTAL ASSETS	$	800,641		$	802,516		$	765,481
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt	$	13,000		$	13,000		$	13,000
Accounts payable		147,846			143,886			111,353
Lease liability – current		4,609			5,351			4,534
Accrued expenses and other current liabilities		85,084			91,190			98,736
Total current liabilities		250,539			253,427			227,623
Long-term borrowings under ABL Facility		35,000			20,000			—
Long-term debt, net		219,550			230,227			224,888
Lease liability – long-term		17,986			20,843			20,007
Deferred tax liabilities		50,319			48,631			51,450
Other liabilities		2,123			2,874			2,291
TOTAL LIABILITIES		575,517			576,002			526,259
STOCKHOLDERS’ EQUITY
Common stock, par value $0.01 authorized: 480,000 shares; issued and outstanding: 30,517, 31,256 and 30,843, respectively		306			313			309
Additional paid-in capital		346,841			354,768			349,940
Accumulated deficit		(106,287	)		(112,284	)		(94,358	)
Accumulated other comprehensive loss		(15,736	)		(16,283	)		(16,669	)
TOTAL STOCKHOLDERS’ EQUITY		225,124			226,514			239,222
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	800,641		$	802,516		$	765,481

See accompanying Notes to Condensed Consolidated Financial Statements.

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LANDS’ END, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	26 Weeks Ended
(in thousands)	August 1, 2025			August 2, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(11,929	)	$	(11,693	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		15,947			17,697
Amortization of debt issuance costs		1,391			1,354
Loss on disposal of property and equipment		—			52
Stock-based compensation		2,250			2,658
Deferred income taxes		(1,182	)		329
Long-lived asset impairment		—			2,805
Other		(422	)		(276	)
Change in operating assets and liabilities:
Accounts receivable, net		9,363			7,834
Inventories		(35,420	)		(10,346	)
Accounts payable		36,250			14,023
Other operating assets		(1,343	)		(2,031	)
Other operating liabilities		(14,436	)		(17,497	)
Net cash provided by operating activities		469			4,909
CASH FLOWS FROM INVESTING ACTIVITIES
Sales of property and equipment		11			20
Purchases of property and equipment		(17,163	)		(11,470	)
Net cash used in investing activities		(17,152	)		(11,450	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings under ABL Facility		68,000			49,000
Payments of borrowings under ABL Facility		(33,000	)		(29,000	)
Payments on term loan		(6,500	)		(6,500	)
Payments of debt issuance costs		(1,103	)		(724	)
Payments for taxes related to net share settlement of equity awards		(810	)		(1,041	)
Purchases and retirement of common stock, including excise tax paid		(4,513	)		(4,845	)
Net cash provided by financing activities		22,074			6,890
Effects of exchange rate changes on cash, cash equivalents and restricted cash		(657	)		248
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		4,734			597
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		18,812			27,290
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	23,546		$	27,887
SUPPLEMENTAL CASH FLOW DATA
Unpaid liability to acquire property and equipment	$	1,725		$	1,698
Income taxes (refunded) paid	$	(153	)	$	67
Interest paid	$	17,172		$	20,636
Operating lease right-of-use-assets obtained in exchange for lease liabilities	$	386		$	—

See accompanying Notes to Condensed Consolidated Financial Statements.

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LANDS’ END, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)


	Common Stock Issued						Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Stockholders’
(in thousands)	Shares			Amount			Capital			Deficit			Loss			Equity
Balance at January 31, 2025		30,843		$	309		$	349,940		$	(94,358	)	$	(16,669	)	$	239,222
Net loss		—			—			—			(8,262	)		—			(8,262	)
Cumulative translation adjustment, net of tax		—			—			—			—			1,498			1,498
Stock-based compensation expense		—			—			920			—			—			920
Vesting of restricted shares		125			1			(1	)		—			—			—
Common stock withheld related to net share settlement of equity awards		(42	)		—			(450	)		—			—			(450	)
Purchases and retirement of common stock, including excise taxes		(291	)		(3	)		(2,785	)		—			—			(2,788	)
Balance at May 2, 2025		30,635		$	307		$	347,624		$	(102,620	)	$	(15,171	)	$	230,140
Net loss		—			—			—			(3,667	)		—			(3,667	)
Cumulative translation adjustment, net of tax		—			—			—			—			(565	)		(565	)
Stock-based compensation expense		—			—			1,330			—			—			1,330
Vesting of restricted shares		122			1			(1	)		—			—			—
Common stock withheld related to net share settlement of equity awards		(41	)		—			(360	)		—			—			(360	)
Purchases and retirement of common stock, including excise taxes		(199	)		(2	)		(1,752	)		—			—			(1,754	)
Balance at August 1, 2025		30,517		$	306		$	346,841		$	(106,287	)	$	(15,736	)	$	225,124


	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
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

See accompanying Notes to Condensed Consolidated Financial Statements.

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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, 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

•

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

•

Deferred Awards – Time vesting stock awards

•

FASB – Financial Accounting Standards Board

•

Fiscal 2025 – The 52 weeks ending January 30, 2026

•

Fiscal 2024 – The 52 weeks ended January 31, 2025

•

GAAP – Accounting principles generally accepted in the United States

•

Option Awards – Stock option awards

•

Performance Awards – Performance-based stock awards

•

SEC – United States Securities and Exchange Commission

•

SOFR – Secured Overnight Funding Rate

•

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

•

Year-to-Date 2025 – The 26 weeks ended August 1, 2025

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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 March 27, 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 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 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 the Company’s products. Ongoing uncertainty surrounding global trade policy, including the potential for increased tariffs on goods manufactured in key sourcing regions, could elevate product costs. The Company is monitoring these developments and is actively pursuing mitigation strategies, but escalating trade tensions may pressure margins and disrupt supply chain efficiency.

Restructuring

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

The following table summarizes the restructuring costs recognized in Other operating expense, net in the Condensed Consolidated Statement of Operations for the 13 and 26 weeks ended August 1, 2025 and August 2, 2024:


	13 Weeks Ended				26 Weeks Ended
(in thousands)	August 1, 2025		August 2, 2024		August 1, 2025		August 2, 2024
Employee severance and benefit costs	$	265	$	2,338	$	2,912	$	2,680
Strategic alternatives and other costs		2,169		—		2,854		—
Total restructuring	$	2,434	$	2,338	$	5,766	$	2,680

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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 January 31, 2025	$	2,004		$	—		$	2,004
Estimated costs payable in cash		2,647			685			3,332
Cash payments		(2,914	)		(30	)		(2,944	)
Foreign currency translation		53			—			53
Balance as of May 2, 2025	$	1,790		$	655		$	2,445
Estimated costs payable in cash		265			2,169			2,434
Cash payments		(1,435	)		(228	)		(1,663	)
Foreign currency translation		6			—			6
Balance as of August 1, 2025	$	626		$	2,596		$	3,222

NOTE 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

In July 2025, the FASB issued Accounting Standards Update (ASU) 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides targeted relief for entities estimating expected credit losses on short-term receivables and contract assets under Topic 606. The guidance allows entities to bypass the requirement to incorporate macroeconomic data into their forecasts when such data is not expected to materially affect the estimate. ASU 2025-05 is effective for the annual periods beginning after December 15, 2025. The Company is currently assessing the impact of ASU 2025-05 on the Company’s Condensed Consolidated Financial Statements.

In November 2024, the 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 is 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.

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.

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						26 Weeks Ended
(in thousands, except per share amounts)	August 1, 2025			August 2, 2024			August 1, 2025			August 2, 2024
Net loss	$	(3,667	)	$	(5,251	)	$	(11,929	)	$	(11,693	)

Basic weighted average common shares outstanding		30,743			31,376			30,721			31,407
Dilutive impact of stock awards		—			—			—			—
Diluted weighted average common shares outstanding		30,743			31,376			30,721			31,407

Loss per share
Basic	$	(0.12	)	$	(0.17	)	$	(0.39	)	$	(0.37	)
Diluted	$	(0.12	)	$	(0.17	)	$	(0.39	)	$	(0.37	)

Anti-dilutive shares excluded from diluted loss per common share calculation		736			509			703			806

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. The Company’s 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						26 Weeks Ended
(in thousands)	August 1, 2025			August 2, 2024			August 1, 2025			August 2, 2024
Beginning balance: Accumulated other comprehensive loss (net of tax of $4,032, $4,068, $4,234 and $4,271, respectively)	$	(15,171	)	$	(16,582	)	$	(16,669	)	$	(16,069	)
Other comprehensive (loss) income:
Foreign currency translation adjustments (net of tax of $151, $(79), $(51) and $(282), respectively)		(565	)		299			933			(214	)
Ending balance: Accumulated other comprehensive loss (net of tax of $4,183, $3,989, $4,183 and $3,989, respectively)	$	(15,736	)	$	(16,283	)	$	(15,736	)	$	(16,283	)

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

NOTE 5. DEBT

ABL Facility

The Company’s $225.0 million committed revolving ABL Facility, as amended to date, includes a $35.0 million sublimit for letters of credit and is available for working capital and other general corporate liquidity needs. The amount available to borrow is the lesser of (1) the Aggregate Commitments of $225.0 million (“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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The following table summarizes the Company’s ABL Facility borrowing availability:


	August 1, 2025			August 2, 2024			January 31, 2025
(in thousands)	Amount		Interest Rate	Amount		Interest Rate	Amount		Interest Rate
ABL Facility limit	$	225,000		$	275,000		$	275,000
Borrowing Base		133,536			145,620			140,202

Outstanding borrowings		35,000	5.86%		20,000	6.68%		—
Outstanding letters of credit		10,911			8,101			10,888
ABL Facility utilization at end of period		45,911			28,101			10,888

ABL Facility borrowing availability	$	87,625		$	117,519		$	129,314

Effective with the Fifth Amendment to the ABL Facility, dated March 28, 2025 (the “Fifth Amendment”), the 0.10% adjustment to the SOFR benchmark interest rate was eliminated and the benchmark rates under the ABL Credit Agreement are, at the election of the Company, either: (1) Term SOFR (which is a forward looking term rate based on the secured overnight financing rate), or (2) a Base Rate (which is the greatest of (a) 0% per annum, (b) the federal funds rate plus 0.50%, (c) the one-month Term SOFR rate plus 1.00%, or (d) the Wells Fargo “prime rate”). The borrowing margin for SOFR Rate loans is (i) where the average daily total outstanding for the previous quarter is less than $95.0 million, 1.50%, and (ii) where the average daily total outstanding for the previous quarter is equal to or greater than $95.0 million, 1.75%. For Base Rate loans, the borrowing margin is (i) where the average daily total outstanding for the previous quarter is less than $95.0 million, 0.75%, and (ii) where the average daily total outstanding for the previous quarter is equal to or greater than $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 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.

The ABL Facility fees include (i) commitment fees of 0.20% or 0.30% based upon the average daily unused commitment (aggregate commitment less loans and letter of credit outstanding) under the ABL Facility for the preceding fiscal quarter, (ii) customary letter of credit fees and (iii) customary annual agent fees. The Fifth Amendment extended the maturity date of the ABL Facility to the earlier of (a) March 28, 2030 and (b) September 29, 2028 if, on or prior to such date, the Term Loan Facility has not been refinanced, extended or repaid in full in accordance with the terms thereof and not replaced with other indebtedness. Under applicable accounting guidance, certain unamortized debt issuance costs originating from the ABL Facility are deferred and amortized over the extended term of the ABL Facility, and certain unamortized debt issuance costs have been written off. As of August 1, 2025, the Company had $35.0 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.

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


	August 1, 2025			August 2, 2024			January 31, 2025
(in thousands)	Amount		Interest Rate	Amount		Interest Rate	Amount		Interest Rate
Term Loan Facility	$	240,500	12.71%	$	253,500	13.70%	$	247,000	12.66%
Less: Current portion of long-term debt		13,000			13,000			13,000
Less: Unamortized debt issuance costs		7,950			10,273			9,112
Long-term debt, net	$	219,550		$	230,227		$	224,888

The interest rates per annum applicable to the loans under the 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.

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

The 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 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 August 1, 2025, the Company was in compliance with its financial covenants in the Debt Facilities.

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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.

For Performance Awards granted in Fiscal 2025 with event criteria, the award vests at 100% of the Target Shares upon the occurrence of the event within a specified amount of time, absent which the award expires unvested. For the Performance Awards granted in Fiscal 2025 and Fiscal 2024 with stock performance criteria, the Target Shares earned can range from 0% to 100% based on the Company’s highest average per share common stock closing price, measured over any 20 consecutive trading-day period from and after the date of grant and during the three-consecutive fiscal years beginning with the fiscal year of the grant date.

The grant date fair value of the Performance Awards granted in Fiscal 2025 and Fiscal 2024 with financial performance criteria and event criteria, are based on the closing price of the Company’s common stock on the grant date. The grant date fair value for the Performance Awards granted in Fiscal 2025 and Fiscal 2024 with stock performance criteria are based on the Monte Carlo simulation 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.

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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.

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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				26 Weeks Ended
(in thousands)	August 1, 2025		August 2, 2024		August 1, 2025		August 2, 2024
Deferred awards	$	934	$	943	$	1,752	$	1,865
Performance awards		292		385		290		585
Option awards		104		104		208		208
Total stock-based compensation expense	$	1,330	$	1,432	$	2,250	$	2,658

Deferred Awards

The following table provides a summary of the Deferred Awards activity for the 26 weeks ended August 1, 2025:


	Deferred Awards
(in thousands, except per share amounts)	Number of Shares			Weighted Average Grant Date Fair Value per Share
Unvested Deferred Awards as of January 31, 2025		757		$	10.63
Granted		325			11.16
Vested		(247	)		12.20
Forfeited or expired		(75	)		9.41
Unvested Deferred Awards as of August 1, 2025		760		$	10.47

Total unrecognized stock-based compensation expense related to unvested Deferred Awards was approximately $5.5 million as of August 1, 2025, which is expected to be recognized ratably over a weighted average period of 2.0 years. The total fair value of Deferred Awards vested during the 26 weeks ended August 1, 2025 and August 2, 2024 was $3.0 million and $3.7 million, respectively.

Performance Awards

The following table provides a summary of the Performance Awards activity for the 26 weeks ended August 1, 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		(78	)		9.95
Unvested Performance Awards as of August 1, 2025		1,329		$	10.21

Total unrecognized stock-based compensation expense related to unvested Performance Awards was approximately $2.1 million as of August 1, 2025 which is expected to be recognized ratably over a weighted average period of 2.0 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 26 weeks ended August 1, 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 26 weeks ended August 1, 2025:

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	Option Awards
(in thousands, except per share amounts)	Number of Shares		Weighted Average Grant Date Fair Value per Share
Option Awards outstanding as of January 31, 2025		217	$	13.34
Granted		—		—
Exercised		—		—
Forfeited		—		—
Expired		—		—
Option Awards outstanding as of August 1, 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 August 1, 2025:


(in thousands, except contractual life and exercise price amounts)	Option Awards		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value
Option Awards vested and expected to vest		217		6.02	$	13.34	$	-
Option Awards exercisable		133		5.23	$	14.93	$	-

Total unrecognized stock-based compensation expense related to Option Awards expected to vest was approximately $0.1 million as of August 1, 2025, which is expected to be recognized over a weighted average period of 0.3 years.

NOTE 7. STOCKHOLDERS’ EQUITY

Share Repurchase Program

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 August 1, 2025, additional purchases of up to $8.8 million could be made under the 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.

The following table summarizes the Company’s share repurchases for the 13 and 26 weeks ended August 1, 2025 and August 2, 2024:


	13 Weeks Ended				26 Weeks Ended
(Shares and $ in thousands except average per share cost)	August 1, 2025		August 2, 2024		August 1, 2025		August 2, 2024
Number of shares repurchased		199		254		490		339
Total cost	$	1,731	$	3,731	$	4,502	$	4,744
Average per share cost (1)	$	8.71	$	14.70	$	9.20	$	13.99

(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 during the 26 weeks ended August 1, 2025 and August 2, 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.

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NOTE 8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:


(in thousands)	August 1, 2025		August 2, 2024		January 31, 2025
Deferred gift card revenue	$	33,236	$	34,179	$	34,746
Accrued employee compensation and benefits		16,692		20,238		26,105
Reserve for sales returns and allowances		13,669		14,907		15,156
Deferred revenue		8,822		9,302		6,584
Accrued property, sales and other taxes		6,174		7,412		6,338
Accrued interest		2,385		685		2,662
Other		4,106		4,467		7,145
Total Accrued expenses and other current liabilities	$	85,084	$	91,190	$	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 $2.3 million, $2.2 million and $2.6 million as of August 1, 2025, August 2, 2024 and January 31, 2025, respectively.

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


	August 1, 2025				August 2, 2024				January 31, 2025
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current portion	$	240,500	$	240,980	$	253,500	$	246,160	$	247,000	$	251,690

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 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 August 1, 2025, August 2, 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 30.5% and 33.4% for the 13 weeks ended August 1, 2025 and August 2, 2024, respectively. The Company recorded a tax benefit at an overall rate of 29.4% and 26.4% for the 26 weeks ended August 1, 2025 and August 2, 2024. The overall effective tax rate for the 13 and 26 weeks ended August 1, 2025, varies from the U.S. statutory rate of 21% as a result of state taxes and non-deductible expenses. The overall effective tax rate for the 13 and 26 weeks ended August 2, 2024, varies from the U.S. statutory rate of 21% as a result of state taxes, non-deductible expenses, and the impact of stock-based compensation.

On July 4, 2025 the One Big Beautiful Bill Act (H.R. 1)(“the OBBBA”) was signed into law. The OBBBA contains various changes to corporate taxation with varying effective dates, including (i) the reinstatement of 100% bonus depreciation, (ii) modifications

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to business interest deduction limitations, and (iii) taxation of foreign entities. The legislation did not have a material impact on the Company’s financial statements for the 13 and 26 weeks ended August 1, 2025.

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

The Company identifies operating segments according 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.

LANDS' END, INC. 10-Q