04/06/2026 | Press release | Distributed by Public on 04/06/2026 14:59
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $ 0 (1) | 04/01/2026 | M | 6,565 | (5) | (5) | Common Stock | 6,565 | $ 0 | 87,910 | D | ||||
| Restricted Stock Units | $ 0 (1) | 04/01/2026 | A | 17,400 | (6) | (6) | Common Stock | 17,400 | $ 0 | 105,310(7) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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GRAY PETER L 5 LANDS' END LANE DODGEVILLE, WI 53595 |
PRES LE Licensing, CAO & GC | |||
| /s/ Peter L. Gray | 04/06/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of common stock upon satisfaction of the vesting conditions. |
| (2) | Shares withheld by the issuer to satisfy reporting person's tax withholding obligation incurred in connection with the vesting of RSUs. |
| (3) | Shares sold pursuant to the tender offer by LEWHP, LLC, a wholly owned indirect subsidiary of WH Topco, L.P., to purchase up to 2,222,222 of the outstanding shares of common stock of the Registrant, in exchange for $45.00 per share in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 26, 2026 (as amended), and the related Letter of Transmittal. |
| (4) | Shares issued upon the April 1, 2026 closing (the "Closing") of the Membership Interest Purchase Agreement by and among the Registrant, Lands' End Direct Merchants, Inc., WH Borrower, LLC, WH Topco, L.P., and LEWHP LLC, dated January 26, 2026, pursuant to the performance-based RSUs awarded on April 4, 2025, as modified March 5, 2026 (the "Retention Award"). Pursuant to the terms of the Retention Award, fifty percent (50%) of the Retention Award vested upon the Closing, twenty-five percent (25%) will vest upon the one-year anniversary of the Closing and twenty-five percent (25%) will vest on December 31, 2027, subject in each case to the satisfaction of vesting conditions, including maintaining a continuous business relationship through the applicable vesting date. |
| (5) | This RSU award was granted on April 1, 2024, with vesting in three installments on April 1, 2025 (25%), April 1, 2026 (25%) and April 1, 2027 (50%). |
| (6) | Pursuant to the terms of the Retention Award 8,700 shares will vest on April 1, 2027 and 8,700 shares will vest on December 31, 2027, subject in each case to the satisfaction of vesting conditions, including maintaining a continuous business relationship through the applicable vesting date. |
| (7) | Of the total number of RSUs, 21,736 shares will vest on June 14, 2026; 13,130 shares will vest on April 1, 2027; 6,822 shares will vest on March 24, 2027 and 13,645 shares will vest on March 24, 2028; 8,144 shares will vest on March 23, 2027, 8,144 shares will vest on March 23, 2028 and 16,289 shares will vest on March 23, 2029; and 8,700 shares will vest on April 1, 2027 and 8,700 shares will vest on December 31, 2027, subject in each case to the satisfaction of vesting conditions, including maintaining a continuous business relationship through the applicable vesting date. |