What the changes say
- Lands' End faces significant new risks related to the Pending WHP Transaction, including a $50 million annual royalty obligation.
What changed since the prior 10-K
New
- NewRISKS RELATED TO MACROECONOMIC CONDITIONS
Our International distribution channel conducts business in various currencies, which creates exposure to fluctuations in foreign currency rates relative to the U.S. Dollar
Conducting international business in various currencies creates exposure to fluctuations in foreign currency rates relative to the U.S. Dollar.
- NewRISKS RELATED TO MACROECONOMIC CONDITIONS
Geopolitical conflict in the Middle East and related disruptions to global oil markets could materially increase our transportation, sourcing and operating costs
Geopolitical conflict in the Middle East and related disruptions in the Strait of Hormuz could increase transportation, sourcing, and operating costs.
- NewRISKS RELATED TO BRAND AND BRAND EXECUTION
Subsequent to the closing of the Pending WHP Transaction, the failure to maintain our license agreement relating to the Lands’ End brand could have material impact on our business
Following the Pending WHP Transaction, failing to maintain the Lands’ End brand license agreement requires paying minimum royalties of $50,000,000 per year.
- NewRISKS RELATED TO BRAND AND BRAND EXECUTION
License Agreement automatically renews for up to 12 successive renewal terms of 7 years each, unless we provide notice of non-renewal at least 24 months prior to the end of the initial or applicable renewal term
Future revenues are anticipated to rely solely on licensed sales, and failure to meet financial obligations could lead the JV to terminate the license.
- NewGENERAL RISKS
Failure to successfully close the transaction contemplated by the Membership Interest Purchase Agreement or failure to realize the benefits of the Pending WHP Transaction could result in adverse effects on our business
Failure to close the Membership Interest Purchase Agreement or realize benefits from the WHP Transaction could adversely affect the business.
Dropped
- DroppedRISKS RELATED TO SUPPLY CHAIN AND GLOBAL OPERATIONS
Our merchandising sourcing strategies are designed to increase the efficiency and responsiveness of our supply chain and include both vendor rationalization, vendor productivity and third-party sourcing assistance. In the event these strategies are unsuccessful, our business could be adversely affected
- DroppedRISKS RELATED TO SUPPLY CHAIN AND GLOBAL OPERATIONS
Our efforts to expand our distribution channels and geographic reach may not be successful
- DroppedGENERAL RISKS
Our exploration and pursuit of strategic alternatives may not be successful
Reworded
- 81% rewrittenRISKS RELATED TO INFORMATION TECHNOLOGY, CYBERSECURITY AND DATA PRIVACY
If we fail to maintain or implement new information technology systems, we could experience significant disruptions to our operations
The risk header was updated to focus on information technology systems failures.
- 52% rewrittenRISKS RELATED TO SUPPLY CHAIN AND GLOBAL OPERATIONS
Deterioration of relationships with our vendors and/or the failure of our new merchandise sourcing initiatives could have an adverse effect on our competitive position and operational results
Removed mention of vendor rationalization and third-party sourcing assistance from the risk text.
- 45% rewrittenRISKS RELATED TO MAJORITY OWNERSHIP
Our common stock price may decline if Mr. Lampert decides to sell a portion of his holdings of our common stock
Removed reference to Mr. Lampert's February 2025 letter to the Board seeking a buyer for his controlling interest.
- 39% rewrittenRISKS RELATED TO SUPPLY CHAIN AND GLOBAL OPERATIONS
We conduct business in and rely on sources for merchandise located in foreign markets and our business may therefore be adversely affected by legal, regulatory, economic and political risks associated with international trade in those markets
Added specific references to trade and customs laws, sanctions, and export controls impacting import operations.
- 35% rewrittenRISKS RELATED TO MAJORITY OWNERSHIP
Edward Lampert and his investment affiliates, whose interests may be different from the interests of other stockholders, may be able to exert substantial influence over Lands’ End
Updated Edward Lampert's beneficial ownership stake from 55.3% as of February 2025 to 56.0% as of January 2026.
- 33% rewrittenRISKS RELATED TO SUPPLY CHAIN AND GLOBAL OPERATIONS
Fluctuations and increases in the cost, availability, and quality of raw materials as well as fluctuations in other production and distribution related costs could adversely affect our business and results of operations
Renumbered and refocused on raw material costs and availability without substantive changes to the core text.
- 33% rewrittenRISKS RELATED TO BRAND AND BRAND EXECUTION
If we are unable to protect or preserve the image of our brands, our reputation and our intellectual property rights, our business may be adversely affected
Renumbered the intellectual property protection risk without substantive textual changes.
- 30% rewrittenRISKS RELATED TO MACROECONOMIC CONDITIONS
Global economic conditions have had and could, in the future, adversely affect our business, operating results and financial condition
Renumbered the global economic conditions risk without substantive textual changes.
- 24% rewrittenRISKS RELATED TO INFORMATION TECHNOLOGY, CYBERSECURITY AND DATA PRIVACY
If we do not adequately protect against cyber security threats, maintain customer privacy, or secure employee and company information, we could experience significant business interruption and become subject to litigation
- 22% rewrittenRISKS RELATED TO BRAND AND BRAND EXECUTION
Our Company Operated stores may not be successful, and as a result our business and results of operations could be adversely affected
All 39 risk factors
Headings as the filing states them, in filing order.
RISKS RELATED TO MACROECONOMIC CONDITIONS
- 01The impact of economic conditions on consumer discretionary spending and customers has in the past and could, in the future, adversely affect our financial performance
- 02Global economic conditions have had and could, in the future, adversely affect our business, operating results and financial condition30% rewritten
- 03Our International distribution channel conducts business in various currencies, which creates exposure to fluctuations in foreign currency rates relative to the U.S. DollarNew
- 04Geopolitical conflict in the Middle East and related disruptions to global oil markets could materially increase our transportation, sourcing and operating costsNew
- 05Our business, results of operations and information technology systems could be negatively impacted by natural disasters, extreme weather conditions, public health emergencies, including pandemics, or political crises or other catastrophic events
- 06Climate change, unseasonal or severe weather conditions or significant weather events caused by climate change may adversely affect our merchandise sales
RISKS RELATED TO MICROECONOMIC CONDITIONS
- 07Our business is seasonal in nature and any decrease in our sales or margins, especially during the fourth quarter of our fiscal year, could have an adverse effect on our business and results of operations
- 08Fluctuations and anticipated increases in the cost and availability of catalog paper, printing services, distribution, and postage have had and could continue to have an adverse effect on our business and results of operations
- 09Our approach to merchandise promotions and markdowns to encourage consumer purchases could adversely affect our gross margins and results of operations
- 10We may need additional financing in the future for our general corporate purposes or growth strategies and such financing may not be available on favorable terms, or at all
- 11Our total debt and the underlying debt agreements, which contain terms and conditions which impose restrictions on us, may affect our ability to operate our business, placing us at a competitive disadvantage in our industry
- 12We have incurred and could continue to incur non-cash charges due to impairment of intangible assets and long-lived assets
RISKS RELATED TO BRAND AND BRAND EXECUTION
- 13Subsequent to the closing of the Pending WHP Transaction, the failure to maintain our license agreement relating to the Lands’ End brand could have material impact on our businessNew
- 14License Agreement automatically renews for up to 12 successive renewal terms of 7 years each, unless we provide notice of non-renewal at least 24 months prior to the end of the initial or applicable renewal termNew
- 15If customer preference for our merchandise and services change or we cannot compete effectively in the apparel industry, our business and results of operations may be adversely affected
- 16The success of our business depends on our overall marketing strategies for digital marketing and direct mail catalogs and customers’ use of our digital platform, including our eCommerce websites
- 17If we are unable to protect or preserve the image of our brands, our reputation and our intellectual property rights, our business may be adversely affected33% rewritten
- 18We rely on vendors to provide us with services in connection with certain aspects of our business, and any failure by these vendors to perform their obligations could have an adverse effect on our business and results of operations
- 19Our Company Operated stores may not be successful, and as a result our business and results of operations could be adversely affected22% rewritten
RISKS RELATED TO SUPPLY CHAIN AND GLOBAL OPERATIONS
- 20If we fail to timely and effectively obtain shipments of products from our vendors and deliver merchandise to our customers, our business and operating results could be adversely affected
- 21Fluctuations and increases in the cost, availability, and quality of raw materials as well as fluctuations in other production and distribution related costs could adversely affect our business and results of operations33% rewritten
- 22We must maintain sufficient inventory levels to operate our business successfully. Sufficient inventory levels are maintained by our ability to accurately forecast the product needs for each distribution channel, our ability to accurately report our inventory levels and our ability to protect those assets
- 23Our own websites, third-party suppliers and third-party marketplaces rely on our ability to track and exchange accurate inventories by style, color and size to support customer orders. If we are not able to accurately track inventory information our results of operations could be negatively impacted
- 24Deterioration of relationships with our vendors and/or the failure of our new merchandise sourcing initiatives could have an adverse effect on our competitive position and operational results52% rewritten
- 25We conduct business in and rely on sources for merchandise located in foreign markets and our business may therefore be adversely affected by legal, regulatory, economic and political risks associated with international trade in those markets39% rewritten
- 26changes in tariffs in the United States that may have an impact on the trading status of certain countries and may include retaliatory duties or other trade sanctions
RISKS RELATED TO INFORMATION TECHNOLOGY, CYBERSECURITY AND DATA PRIVACY
- 27If we fail to maintain or implement new information technology systems, we could experience significant disruptions to our operations81% rewritten
- 28If we do not adequately protect against cyber security threats, maintain customer privacy, or secure employee and company information, we could experience significant business interruption and become subject to litigation24% rewritten
- 29Our operations are highly dependent upon our information technology systems and failures or interruptions of service or security breaches in our systems may interrupt our operations and harm our business
RISKS RELATED TO MAJORITY OWNERSHIP
- 30Edward Lampert and his investment affiliates, whose interests may be different from the interests of other stockholders, may be able to exert substantial influence over Lands’ End35% rewritten
- 31Our common stock price may decline if Mr. Lampert decides to sell a portion of his holdings of our common stock45% rewritten
GENERAL RISKS
- 32Failure to successfully close the transaction contemplated by the Membership Interest Purchase Agreement or failure to realize the benefits of the Pending WHP Transaction could result in adverse effects on our businessNew
- 33Failure to retain our existing workforce and to attract qualified new personnel in the current labor market and remote and hybrid work models could adversely affect our business and results of operations
- 34Failure to retain our executive management team and to attract qualified new personnel could adversely affect our business and results of operations
- 35Other factors may have an adverse effect on our business, results of operations and financial condition
- 36Our share price may be volatile
- 37domestic and worldwide economic conditions
- 38Exposure to periodic litigation and other regulatory proceedings, including with respect to product liability claims. These proceedings may be affected by changes in laws and government regulations or changes in their enforcement
- 39Potential assessments for additional state taxes, which could adversely affect our business
Other Lands' End 10-Ks
- FY2025 10-K risk factors37 risks
Lands End faces heavy reliance on digital platforms, third-party global vendors, and seasonal fourth-quarter holiday sales.
Filed Mar 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.