GRAY PETER L 4
4 · LANDS' END, INC. · Filed Apr 6, 2026
Research Summary
AI-generated summary of this filing
Lands' End (LE) Peter L. Gray Sells Shares, Receives RSU Awards
What Happened
Peter L. Gray, President of LE Licensing, Chief Administrative Officer & General Counsel of Lands' End (LE), had multiple transactions on April 1, 2026. He sold 11,454 shares at $45.00 each for $515,430 (sale executed pursuant to a tender offer). He also had shares withheld to cover tax obligations from RSU vesting (3,233 and 8,568 shares withheld at $11.56 each, totaling $136,419). Concurrently, Gray converted/exercised derivatives and received award/vesting activity: reported acquisitions include 6,565 shares via exercise/conversion and grant/award entries totaling 34,800 RSU-related shares (performance/retention awards tied to the April 1, 2026 closing). Sales are liquidity/tax-related rather than open-market purchases.
Key Details
- Transaction date: April 1, 2026; Form 4 filed April 6, 2026 (appears filed after the standard 2-business-day window).
- Sale: 11,454 shares @ $45.00 = $515,430 (F3: sold pursuant to LEWHP, LLC tender offer at $45.00 per share).
- Tax withholding disposals: 3,233 shares @ $11.56 = $37,373 and 8,568 shares @ $11.56 = $99,046 (F2: issuer withheld shares to satisfy tax withholding on vested RSUs).
- Derivative/award activity: Exercise/conversion of 6,565 shares (reported $0 exercise price), and grant/award entries of 17,400 shares (reported twice in the filing—related to RSU/Retention Award issuance and conversion).
- Shares owned after transaction: Not specified in the provided data.
- Notable footnotes: F1 (RSUs convert to common shares upon vesting), F3 (sale via tender offer by LEWHP, LLC at $45/sh), F4–F7 (details and schedules for retention/performance RSU vesting).
- Filing timeliness: Filed April 6 for April 1 transactions — appears late relative to the usual 2-business-day Form 4 deadline.
Context
- The $45 sale was part of a tender offer by LEWHP, LLC (not a routine open-market trade). Tender-offer sales reflect a one-time opportunity to sell at a specified price rather than an ongoing trading view.
- Several entries reflect RSU vesting/settlement and tax-withholding (F = tax withholding), and conversion/exercise of derivatives (M = exercise/conversion). RSUs are contingent awards that convert to shares upon satisfaction of vesting conditions; shares withheld to cover taxes do not indicate a voluntary sell decision.
- These filings are factual disclosures of transactions; they do not by themselves indicate the insider's view of the company's prospects.
Insider Transaction Report
Form 4
GRAY PETER L
PRES LE Licensing, CAO & GC
Transactions
- Sale
Common Stock
[F3]2026-04-01$45.00/sh−11,454$515,430→ 139,279 total - Exercise/Conversion
Common Stock
[F1]2026-04-01+6,565→ 145,844 total - Tax Payment
Common Stock
[F2]2026-04-01$11.56/sh−3,233$37,373→ 142,611 total - Award
Common Stock
[F4]2026-04-01+17,400→ 160,011 total - Tax Payment
Common Stock
[F2]2026-04-01$11.56/sh−8,568$99,046→ 151,443 total - Exercise/Conversion
Restricted Stock Units
[F1][F5]2026-04-01−6,565→ 87,910 totalExercise: $0.00→ Common Stock (6,565 underlying) - Award
Restricted Stock Units
[F1][F6][F7]2026-04-01+17,400→ 105,310 totalExercise: $0.00→ Common Stock (17,400 underlying)
Footnotes (7)
- [F1]Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of common stock upon satisfaction of the vesting conditions.
- [F2]Shares withheld by the issuer to satisfy reporting person's tax withholding obligation incurred in connection with the vesting of RSUs.
- [F3]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.
- [F4]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.
- [F5]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%).
- [F6]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.
- [F7]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.
Signature
/s/ Peter L. Gray|2026-04-06