SEC FORM 4

SEC FORM 4SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GRAY PETER L

(Last)

(First)

(Middle)

5 LANDS' END LANE

(Street)

DODGEVILLE

WISCONSIN

53595

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
LANDS' END, INC. [ LE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRES LE Licensing, CAO & GC

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2026		S		11,454	D	$45⁽³⁾	139,279	D
Common Stock	04/01/2026		M		6,565	A	$0⁽¹⁾	145,844	D
Common Stock	04/01/2026		F		3,233⁽²⁾	D	$11.56	142,611	D
Common Stock	04/01/2026		A		17,400⁽⁴⁾	A	$0	160,011	D
Common Stock	04/01/2026		F		8,568⁽²⁾	D	$11.56	151,443	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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

Explanation of Responses:

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.

	/s/ Peter L. Gray	04/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

SEC Form 4 filed by Gray Peter L