GRAY PETER L 4

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.