Item 4 — Purpose of Transaction
Item 4 is hereby amended and supplemented as follows: "As previously disclosed, on February 24, 2025, Edward S. Lampert, one of the Reporting Persons, delivered a letter to the Board of Directors of the Issuer outlining his views regarding the Issuer's intrinsic value and identifying several strategic and operational opportunities that, in his view, the Issuer historically had been unable to fully realize on a standalone basis. Such opportunities included, among other things, accelerated international expansion, broader category development, enhanced brand and intellectual property monetization, and the leveraging of third-party platforms with established global licensing, distribution and marketing capabilities. A copy of such letter was previously filed as an exhibit to the Reporting Persons' Schedule 13D. On January 26, 2026, the Issuer announced, in a Current Report on Form 8-K (the "MIPA 8-K"), that it had entered into a Membership Interest Purchase Agreement (the "MIPA"), pursuant to which the Issuer and WH Topco, L.P., a Delaware limited partnership ("WHP Topco"), and certain affiliates thereof (collectively, "WHP Global") will form a joint venture relating to the Issuer's intellectual property and related assets, with WHP Global acquiring a 50% ownership interest in such joint venture in exchange for a cash payment of $300 million. The Reporting Persons note that the transactions contemplated by the MIPA, including the formation of a joint venture focused on the monetization and global expansion of the Issuer's intellectual property while preserving the Issuer's operational control of its existing direct-to-consumer and business-to-business operations, address several of the opportunities identified in the February 24, 2025 letter and reflect one potential approach to unlocking value that the Issuer historically was not positioned to pursue on its own. In connection with the MIPA announced by the Issuer on the MIPA 8-K, the Reporting Persons have agreed to enter into a voting agreement (the "Voting Agreement") with the Issuer, at the closing of the transactions contemplated by the MIPA. The Voting Agreement will provide, among other things, that the Reporting Persons will vote all of their shares of Common Stock held at the relevant time in favor of certain monetization events of WHP Topco, as described further in the MIPA 8-K, on the terms and subject to the conditions set forth in the Voting Agreement. Pursuant to the MIPA, LEWHP LLC, a Delaware limited liability company and wholly owned indirect subsidiary of WHP Topco, has agreed to commence a tender offer to purchase up to 2,222,222 shares of Common Stock at a price of $45.00 per share in cash, without interest and subject to any applicable withholding taxes, as further described in the MIPA 8-K. Upon completion of the tender offer, WHP Global is expected to own approximately 7% of the Issuer's outstanding shares of Common Stock. The Reporting Persons currently intend to tender to WHP Global the maximum permitted number of shares of Common Stock held by the Reporting Persons, subject to proration in accordance with the terms of the tender offer. Although the foregoing reflects plans and proposals presently contemplated by the Reporting Persons with respect to the Issuer, the foregoing is subject to change at any time and dependent upon contingencies and assumed and speculative conditions, and there can be no assurance that any of the actions set forth above will be taken. In particular, the transactions contemplated by the MIPA, including the tender offer and any WHP Topco monetization event, are subject to certain risks and uncertainties described further in the MIPA 8-K, and there is no guarantee that any of the plans, proposals or transactions described herein or in the MIPA 8-K will be achieved. Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies or other factors, the Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Common Stock, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that any of the Reporting Persons will take any of the actions set forth above. The foregoing description of the MIPA does not purport to be complete and is qualified in its entirety by reference to the Issuer's Current Report on Form 8-K, dated January 26, 2026, and the full text of the MIPA filed as Exhibit 2.1 to the Issuer's Current Report on Form 8-K