レイクランドインダストリーズの四半期報告

Large accelerated filer

Accelerated filer

Nonaccelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

10-Q

(Mark one)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July

31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

OMMISSION

ILE

UMBER

0-15535

LAKELAND INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)


Delaware		13-3115216
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1525 Perimeter Parkway, Suite 325 Huntsville, AL		35806
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s telephone number, including area code) (256)

350-3873

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	LAKE	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act) Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.


Class		Outstanding at August 29, 2025
Common Stock, $0.01 par value per share		9,570,618 Shares

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LAKELAND INDUSTRIES, INC.

AND SUBSIDIARIES

FORM 10-Q

The following information of the Registrant and its subsidiaries is submitted herewith:

PART I - FINANCIAL INFORMATION:


		Page

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Operations Three and Six Months Ended July 31, 2025 and 2024		3

	Condensed Consolidated Statements of Comprehensive Income (Loss) Three and Six Months Ended July 31, 2025 and 2024		4

	Condensed Consolidated Balance Sheets As of July 31, 2025 and January 31, 2025		5

	Condensed Consolidated Statements of Stockholders’ Equity Three and Six Months Ended July 31, 2025 and 2024		6

	Condensed Consolidated Statements of Cash Flows Six Months Ended July 31, 2025 and 2024		8

	Notes to Condensed Consolidated Financial Statements		9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		32

Item 4.	Controls and Procedures		32

	PART II - OTHER INFORMATION:

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		34

Item 5	Other Information		34

Item 6.	Exhibits		35

	Signature Pages		36

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LAKELAND INDUSTRIES, INC.

AND SUBSIDIARIES

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

($000’s except for share and per share information)


	Three Months Ended July 31,						Six Months Ended July 31,
	2025			2024			2025			2024
Net sales	$	52,496		$	38,512		$	99,242		$	74,822
Cost of goods sold		33,678			23,277			64,780			43,403

Gross profit		18,818			15,235			34,462			31,419
Operating expenses		19,283			16,826			39,561			30,809
Lease impairments		3,577			—			3,577			—

Operating (loss) income		(4,042	)		(1,591	)		(8,676	)		610
Other income, net		38			165			144			177
Interest expense		(445	)		(370	)		(1,028	)		(542	)

(Loss) income before taxes		(4,449	)		(1,796	)		(9,560	)		245
Income tax benefit		(5,215	)		(420	)		(6,413	)		(32	)

Net income (loss)	$	766		$	(1,376	)	$	(3,147	)	$	277

Net income (loss) per common share:
Basic	$	0.08		$	(0.19	)	$	(0.33	)	$	0.04

Diluted	$	0.08		$	(0.19	)	$	(0.33	)	$	0.04

Weighted average common shares outstanding:
Basic		9,530,082			7,390,873			9,506,604			7,371,358
Diluted		10,093,855			7,390,873			9,506,604			7,648,300

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

($000’s)


	Three Months Ended July 31,					Six Months Ended July 31,
	2025		2024			2025			2024
Net income (loss)	$	766	$	(1,376	)	$	(3,147	)	$	277
Other comprehensive income (loss):
Foreign currency translation adjustments		2,145		950			2,896			1,108

Comprehensive income (loss)	$	2,911	$	(426	)	$	(251	)	$	1,385

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(000’s except for share information)


ASSETS	July 31, 2025			January 31, 2025
Current assets
Cash and cash equivalents	$	17,749		$	17,476
Accounts receivable, net of allowance for doubtful accounts of $1,028 and $1,237 at July 31, 2025 and January 31, 2025, respectively		30,931			27,607
Inventories, net		90,202			82,739
Prepaid VAT and other taxes		1,869			2,598
Assets held for sale		1,384			—
Income tax receivable and other current assets		4,929			6,111
Total current assets		147,064			136,531
Property and equipment, net		13,539			13,948
Operating leases right-of-use assets		9,031			13,917
Deferred tax assets		14,232			6,270
Other assets		1,384			122
Goodwill		15,047			16,240
Intangible assets, net		26,007			25,503

Total assets	$	226,304		$	212,531

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	18,116		$	15,742
Accrued compensation and benefits		5,136			4,501
Other accrued expenses		10,347			8,130
Income tax payable		1,375			1,993
Current portion of loans payable		1,639			939
Current portion of operating lease liabilities		3,608			3,602

Total current liabilities		40,221			34,907
Deferred income taxes		1,578			3,891
Loans payable – long term		28,100			16,426
Long-term portion of operating lease liabilities		9,143			10,681

Total liabilities		79,042			65,905

Commitments and contingencies (Note 1 2 )
Stockholders’ equity
Preferred stock, $0.01 par; authorized 1,500,000 shares (none issued)		—			—
Common stock, $0.01 par; authorized 20,000,000 shares Issued 10,909,279 and 10,856,812; outstanding 9,551,071 and 9,498,604 at July 31, 2025 and January 31, 2025, respectively		109			109
Treasury stock, at cost; 1,358,208 shares at July 31, 2025 and January 31, 2025, respectively		(19,979	)		(19,979	)
Additional paid-in capital		124,594			123,136
Retained earnings		46,602			50,320
Accumulated other comprehensive loss		(4,064	)		(6,960	)

Total stockholders’ equity		147,262			146,626

Total liabilities and stockholders’ equity	$	226,304		$	212,531

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(000’s except for share information)


	Six Months Ended July 31, 2025
	Common Stock				Treasury Stock						Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss
	Shares		Amount		Shares			Amount			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total
			($000’s)					($000’s)			($000’s)			($000’s)			($000’s)			($000’s)
Balance, January 31, 2025		10,856,812	$	109		(1,358,208	)	$	(19,979	)	$	123,136		$	50,320		$	(6,960	)	$	146,626
Net loss		—		—		—			—			—			(3,913	)		—			(3,913	)
Other comprehensive income		—		—		—			—			—			—			751			751
Dividends ($0.03 per share)		—		—		—			—			—			(285	)		—			(285	)
Stock-based compensation:
Restricted stock issued		15,739		—		—			—						—			—			—
Restricted stock plan		—		—		—			—			329			—			—			329
Return of shares in lieu of payroll withholding		—		—		—			—			(126	)		—			—			(126	)

Balance, April 30, 2025		10,872,551	$	109		(1,353,208	)	$	(19,979	)	$	123,339		$	46,122		$	(6,209	)	$	143,382

Net income		—		—		—			—			—			766			—			766
Other comprehensive income		—		—		—			—			—			—			2,145			2,145
Dividends ($0.03 per share)		—		—		—			—			—			(286	)		—			(286	)
Stock-based compensation:
Restricted stock issued		36,728		——		—			—						—			—			—
Restricted stock plan		—		—		—			—			1,411			—			—			1,411
Return of shares in lieu of payroll withholding		—		—		—			—			(156	)		—			—			(156	)

Balance, July 31, 2025		10,909,279	$	109		(1,358,208	)	$	(19,979	)	$	124,594		$	46,602		$	(4,064	)	$	147,262

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(000’s except for share information)


	Six Months Ended July 31, 2024
	Common Stock				Treasury Stock						Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss
	Shares		Amount		Shares			Amount			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total
			($000’s)					($000’s)			($000’s)			($000’s)			($000’s)			($000’s)
Balance, January 31, 2024		8,722,965	$	87		(1,358,208	)	$	(19,979	)	$	79,420		$	69,282		$	(5,360	)	$	123,450
Net income		—		—		—			—			—			1,653			—			1,653
Other comprehensive income		—		—		—			—			—			—			158			158
Dividends ($0.03 per share)		—		—		—			—			—			(221	)		—			(221	)
Stock-based compensation:
Restricted stock issued		13,058		—		—			—						—			—			—
Restricted stock plan		—		—		—			—			198			—			—			198
Return of shares in lieu of payroll withholding		—		—		—			—			(129	)		—			—			(129	)

Balance, April 30, 2024		8,736,023	$	87		(1,358,208	)	$	(19,979	)	$	79,489		$	70,714		$	(5,202	)	$	125,109

Net (loss)		—		—		—			—			—			(1,376	)		—			(1,376	)
Other comprehensive income		—		—		—			—			—			—			950			950
Dividends ($0.03 per share)		—		—		—			—			—			(221	)		—			(221	)
Stock-based compensation:
Restricted stock issued		18,789		—		—			—						—			—			—
Restricted stock plan		—		—		—			—			428			—			—			428
Return of shares in lieu of payroll withholding		—		—		—			—			(174	)		—			—			(174	)

Balance, July 31, 2024		8,754,812	$	87		(1,358,208	)	$	(19,979	)	$	79,743		$	69,117		$	(4,252	)	$	124,716

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

($000’

)


	Six Months Ended July 31,
	2025			2024
Cash flows from operating activities:
Net (loss) income	($	3,147	)	$	277
Adjustments to reconcile net (loss) income to net cash (used in) operating activities
Deferred income taxes		(10,279	)		(355	)
Depreciation and amortization		2,406			1,792
Lease impairments		3,577			—
Amortization of step-up in inventory basis		854			—
Stock based and restricted stock compensation		1,740			627
Gain on disposal of property and equipment		(3	)		—
Equity in loss of equity investment		—			245
Change in fair value of earnout consideration		—			(711	)
Change in operating assets and liabilities, net of effect of business acquisitions
Accounts receivable, net		(2,589	)		475
Inventories		(6,163	)		(4,265	)
Prepaid VAT and other taxes		730			735
Other assets		454			(5,751	)
Accounts payable		1,846			7,063
Accrued expenses and other liabilities		1,146			(4,251	)
Operating lease liabilities		(232	)		66

Net cash (used in) operating activities		(9,660	)		(4,053	)

Cash flows from investing activities:
Purchases of property and equipment		(2,130	)		(842	)
Acquisitions, net of cash acquired		—			(22,950	)
Investments in convertible debt instruments		—			(639	)

Net cash (used in) investing activities:		(2,130	)		(24,431	)

Cash flows from financing activities:
Term loan borrowings		2,066			2,912
Payments on debt facilities		(4,101	)		(3,418	)
Credit line borrowings		13,830			28,300
Dividends paid		(571	)		(442	)
Shares returned to pay employee taxes under restricted stock program		(283	)		(304	)

Net cash provided by financing activities		10,941			27,048

Effect of exchange rate changes on cash and cash equivalents		1,122			1,094

Net increase (decrease) in cash and cash equivalents		273			(342	)
Cash and cash equivalents at beginning of period		17,476			25,222

Cash and cash equivalents at end of period	$	17,749		$	24,880

Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,024		$	542

Cash paid for taxes	$	1,692		$	1,972

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Business

Lakeland Industries, Inc. and Subsidiaries, doing business as “Lakeland Fire + Safety” (“Lakeland,” the “Company,” “we,” “our” or “us”), manufacture and sell a comprehensive line of fire services and industrial protective clothing and accessories for the industrial and first responder markets. Our products are sold globally by our

in-house

sales teams, our customer service group, and authorized independent sales representatives to a strategic global network of selective fire safety and industrial distributors and wholesale partners. Our authorized distributors supply end users across various industries, including integrated oil, chemical/petrochemical, automobile, transportation, steel, glass, construction, smelting, cleanroom, janitorial, pharmaceutical and high-tech electronics manufacturers, as well as scientific, medical laboratories and the utilities industry. We also supply federal, state and local governmental agencies and departments, including fire and law enforcement, airport crash rescue units, the Department of Defense, the Department of Homeland Security and the Centers for Disease Control. Internationally, we sell to a mix of

end-users

directly and to industrial distributors, depending on the particular country and market. In addition to the United States (U.S.), sales are made into more than 50 foreign countries, the majority of which were into China, the European Economic Community (“EEC”), Canada, Chile, Argentina, Russia, Kazakhstan, Colombia, Mexico, Ecuador, India, Uruguay, Middle East, Southeast Asia, Australia, Hong Kong and New Zealand.

2.	Basis of Presentation

The condensed consolidated financial statements of the Company are unaudited. These condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, that management considers necessary to fairly state the Company’s results. Intercompany accounts and transactions have been eliminated. The results reported in these condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the entire fiscal year ending January 31, 2026, or for any future period. The January 31, 2025, Condensed Consolidated Balance Sheet data was derived from the audited Consolidated Balance Sheet but does not include all disclosures required by accounting principles generally accepted in the United States of America (U.S. GAAP). The accompanying condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the years ended January 31, 2025 and 2024, included in our most recent annual report

on Form 10-K

filed on April 17, 2025.

In this Form

10-Q,

(a) “FY” means fiscal year; thus, for example, FY26 refers to the fiscal year ending January 31, 2026, (b) “Q” refers to quarter; thus, for example, Q2 FY26 refers to the second quarter of the fiscal year ending January 31, 2026, (c) “Balance Sheet” refers to the unaudited condensed consolidated balance sheet, and (d) “Statement of Operations” refers to the unaudited condensed consolidated statement of operations.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

Segment Reporting

The Company adopted ASU

No. 2023-07

(“ASU

2023-07”),

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

for the year ended January 31, 2025 and applied it retrospectively for the prior period presented. See “Note 12. Segment Reporting.”

Income Taxes

In December 2023, the FASB issued ASU

2023-09,

“Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This guidance requires a public entity to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. The guidance also requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. This guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and this guidance should be applied prospectively but there is the option to apply it retrospectively. The Company plans to adopt the provisions of this guidance in conjunction with our Form

10-K

for our fiscal year ending January 31, 2026.

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Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU

No. 2024-03

(“ASU

2024-03”), Disaggregation

of Income Statement Expenses (“DISE”). ASU

2024-03

requires disaggregated disclosure of income statement expenses for public business entities. ASU

2024-03

does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. As revised by ASU

No. 2025-01,

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, the provisions of ASU

2024-03

are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. With the exception of expanding disclosures to include more granular income statement expense categories, we do not expect the adoption of ASU

2024-03

to have a material effect on our consolidated financial statements taken as a whole.

3.	Acquisitions

Acquisition of Veridian

On December 16, 2024, the Company acquired 100% of U.S.-based Veridian Limited (Veridian) for cash consideration of approximately $26.1 million subject to post-closing adjustments and customary holdback provisions. Founded in 1992, Veridian is a leading provider of firefighter protective apparel, including fire and rescue garments, gloves and boots.

Veridian’s operating results are included in our consolidated financial statements from the acquisition date. The acquisition qualified as a business combination and was accounted for using the acquisition method of accounting. Veridian’s operating results and assets, including acquired intangibles and goodwill, are reported as part of U.S. in our geographic segment reporting.

The following table summarizes the preliminary fair values of the Veridian assets acquired and liabilities assumed at the date of the acquisition:


Net working capital acquired, including cash of $0.5 million	$	8,843
Property, plant and equipment		1,287
Right of use assets		768
Customer relationships		9,950
Trade names		1,400
Goodwill		4,956
Backlog		200
Lease liabilities		(768	)
Other liabilities assumed		(568	)

Total net assets acquired	$	26,068

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Assets acquired and liabilities assumed in connection with the acquisition were recorded at estimated fair values. Estimated fair values were determined by management, based in part on an independent valuation performed by a third-party valuation specialist. The valuation methods used to determine the estimated fair value of intangible assets included the excess earnings approach for customer relationships using customer inputs and contributory charges, the relief from royalty method for trade names and trademarks. Several significant assumptions and estimates were involved in the application of these valuation methods, including forecasted sales volumes and prices, royalty rates, costs to produce, tax rates, capital spending, discount rates, attrition rates and working capital changes. Cash flow forecasts were generally based on Veridian’s

pre-acquisition

forecasts and management estimates. Identifiable intangible assets with finite lives are subject to amortization over their estimated useful lives. Amortization of Veridian’s identifiable intangible assets will be deductible for tax purposes.

Goodwill is calculated as the excess of the purchase price over the estimated fair value of net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Among the factors that contributed to a purchase price in excess of the estimated fair value of the net tangible and intangible assets acquired were the acquisition of an assembled workforce, the expected synergies and other benefits that we believe will result from combining the operations of Veridian with our operations. Goodwill related to the Veridian acquisition is deductible for tax purposes.

Due to the timing of the completion of the acquisition, the purchase price and related allocation are preliminary and could be revised as a result of adjustments made to the purchase price, additional information obtained regarding assets acquired and liabilities assumed, and revisions of provisional estimates of fair values, including, but not limited to, the completion of independent appraisals of inventory, customer relationships, tangible assets and intangible assets. Changes to the purchase price allocation could be significant. The purchase price allocation will be finalized within the measurement period of up to one year from the acquisition date.

Acquisition of LHD

On July 1, 2024, the Company acquired 100% of the shares of LHD Group Deutschland GmbH’s fire and rescue business and its subsidiaries in Hong Kong and Australia (collectively, “LHD”) in an

all-cash

transaction subject to post-closing adjustments and customary holdback provisions. Total consideration was $14.8 million, net of $1.5 million cash acquired, of which $15.5 million was paid to retire LHD’s debt and $0.8 million was paid to the seller at closing. LHD is a leading provider of firefighter turnout gear, accessories, and personal protective equipment, as well as decontamination, repair and maintenance services. LHD has 111 employees worldwide and is headquartered in Wesseling, Germany, with operations in Hong Kong and Australia.

LHD’s operating results are included in our consolidated financial statements from the acquisition date. The acquisition qualified as a business combination and was accounted for using the acquisition method of accounting. LHD’s operating results and assets, including acquired intangibles and goodwill, are reported as part of Europe in our geographic segment reporting.

In Q2 FY26, the Company finalized the purchase price allocation for the LHD acquisition. Measurement period adjustments totaling $2.3 million from the initial preliminary estimates resulted in changes to net working capital, customer relationship intangible assets, lease liabilities, other liabilities and goodwill.

The following table summarizes the fair values of the LHD assets acquired and liabilities assumed at the date of the acquisition and reflective of measurement period adjustments:


Net working capital acquired, including cash of $ 1.5 million	$	5,660
Property, plant and equipment		801
Right of use assets		2,613
Customer relationships		5,021
Trade names and trademarks		1,296

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Technological know-how		270
Other		(76	)
Goodwill		5,267
Lease liabilities		(2,613	)
Other liabilities assumed		(1,947	)

Total net assets acquired	$	16,292

know-how.

Several significant assumptions and estimates were involved in the application of these valuation methods, including forecasted sales volumes and prices, royalty rates, costs to produce, tax rates, capital spending, discount rates, attrition rates and working capital changes. Cash flow forecasts were generally based on LHD’s

pre-acquisition

forecasts. Identifiable intangible assets with finite lives are subject to amortization over their estimated useful lives. The customer relationships, trade names and trademarks and technological

know-how

acquired in the LHD transaction are being amortized over periods of 20 years, 10 years and 15 years, respectively, and are not deductible for tax purposes.

Goodwill is calculated as the excess of the purchase price over the estimated fair value of net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Among the factors that contributed to a purchase price in excess of the estimated fair value of the net tangible and intangible assets acquired were the acquisition of an assembled workforce, the expected synergies and other benefits that we believe will result from combining the operations of LHD with our operations. Goodwill related to the LHD acquisition is not deductible for tax purposes.

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Acquisition of Jolly

On February 5, 2024, the Company acquired 100% of the shares of Italy and Romania-based Jolly Scarpe S.p.A. and Jolly Scarpe Romania S.R.L. (collectively, “Jolly”) in an

all-cash

transaction. Total consideration was $9.0 million, of which $7.5 million was paid to the seller at closing, and $1.5 million remained unpaid subject to post-closing adjustments and customary holdback provisions. Jolly is a leading designer and manufacturer of professional footwear for the firefighting, military, police, and rescue markets. The company is headquartered in Montebelluna, Italy, with manufacturing operations in Bucharest, Romania, and has 150 employees. Jolly’s primary customers are based in Europe.

Jolly’s operating results are included in our consolidated financial statements from the acquisition date. The acquisition qualified as a business combination and was accounted for using the acquisition method of accounting. Jolly’s operating results and assets, including acquired intangibles and goodwill, are reported as part of Europe in our geographic segment reporting.

The following table summarizes the fair values of the Jolly assets acquired and liabilities assumed at the date of the acquisition and reflective of measurement period adjustments:


Net working capital acquired, including cash of $3.0 million and inventory of $6.0 million	$	9,246
Property, plant and equipment		1,277
Right of use assets		1,783
Customer relationships		425
Trade names and trademarks		610
Technological know-how		272
Goodwill		1,363
Lease liabilities		(1,783	)
Other liabilities assumed, including debt of $3.7 million		(4,212	)

Total net assets acquired	$	8,981

know-how.

pre-acquisition

forecasts. Identifiable intangible assets with finite lives are subject to amortization over their estimated useful lives. The customer relationships, trade names and trademarks and technological

know-how

acquired in the Jolly transaction are being amortized over periods of 14 years, 10 years and 10 years, respectively, and are not deductible for tax purposes.

Goodwill is calculated as the excess of the purchase price over the estimated fair value of net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Among the factors that contributed to a purchase price in excess of the estimated fair value of the net tangible and intangible assets acquired were the acquisition of an assembled workforce, the expected synergies and other benefits that we believe will result from combining the operations of Jolly with our operations. Goodwill related to the Jolly acquisition is not deductible for tax purposes.

The following unaudited pro forma information presents our combined results as if the Veridian, LHD and Jolly acquisitions had occurred at the beginning of FY25. The unaudited pro forma financial information was prepared to give effect to events that are (1) directly attributable to the acquisition; (2) factually supportable; and (3) expected to have a continuing impact on the combined company’s results. There were no material transactions between the Company, Veridian, LHD and Jolly during the period presented that are required to be eliminated. The unaudited pro forma combined financial information does not reflect cost savings, operating synergies or revenue enhancements that the combined companies may achieve or the costs to integrate the operations or the costs necessary to achieve cost savings, operating synergies or revenue enhancements.

Pro forma combined financial information (Unaudited)


(in millions, except per share amounts)	Three Months Ended July 31, 2024			Six Months Ended July 31, 2024
Net sales	$	45,278		$	95,017
Net (loss) income	$	(1,520	)	$	260
Basic (loss) earnings per share	$	(0.16	)	$	0.03
Diluted (loss) earnings per share	$	(0.16	)	$	0.03

The unaudited pro forma combined financial information is presented for information purposes only and is not intended to represent or be indicative of the combined results of operations or financial position that we would have reported had the acquisition been completed as of the date and for the period presented and should not be taken as representative of our consolidated results of operations or financial condition following the acquisition. In addition, the unaudited pro forma combined financial information is not intended to project the future results of the combined company.

The unaudited pro forma combined financial information was prepared using the acquisition method of accounting under existing U.S. GAAP. The Company has been treated as the acquirer.

4.	Inventories

Inventories consist of the following (in $000s):


	July 31, 2025			January 31, 2025
Raw materials	$	44,351		$	39,344
Work-in-process		2,371			2,692
Finished goods		47,648			44,158
Excess and obsolete adjustments		(4,168	)		(3,455	)

Total inventories	$	90,202		$	82,739

5.	Assets Held for Sale

According to ASC 360,

“Impairment and Disposal of Long-Lived Assets”,

an asset is considered to be held for sale when all of the following criteria are met: (i) management commits to a plan to sell the asset; (ii) the asset is available for immediate sale in its present condition; (iii) an active program to locate a buyer and complete the sale has been initiated; (iv) the sale of the asset is probable and expected to be completed within one year; (v) the asset is actively being marketed for a reasonable sales price; and (vi) it is unlikely that the plan will be significantly modified or withdrawn.

During Q2 FY26, the Company determined that it met the held for sale criteria pursuant to ASC 360,

“Impairment and Disposal of Long-Lived Assets”

on the Decatur, Alabama warehouse facility. The Company recorded assets held for sale at the lower of their carrying value or fair value less costs to sell. The total carrying value of the assets held for sale at July 31, 2025 was $1.4 million and is separately recorded on the condensed consolidated balance sheets. See Note

3 for further information.

6.	Goodwill and Intangible Assets, Net

Changes in the carrying amount of goodwill for the three and six months ended July 31, 2025 and 2024, are as follows (in $000s):


	2025			2024
Balance at January 31,	$	16,240		$	13,669
Currency translation		842			—
Acquisitions		—			1,546

Balance at April 30,	$	17,082		$	15,215

Measurement period adjustments		(2,340	)		(359	)
Currency translation		305			—
Acquisitions		—			5,442

Balance at July 31,	$	15,047		$	20,298

Changes in intangible assets, net, during the three and six months ended July 31, 2025 and 2024, are as follows (in $000s):


	2025			2024
Balance at January 31,	$	25,503		$	6,830
Acquisitions		—			1,242
Amortization		(381	)		(150	)
Currency translation		1,026			—

Balance at April 30,	$	26,148		$	7,922

Amortization		(404	)		(197	)
Currency translation		479			—
Acquisitions		—			6,727
Measurement period adjustments		(216	)		46

Balance at July 31,	$	26,007		$	14,498

Amortization expense was $0.4 million and $0.2 million in the three months ended July 31, 2025 and 2024, respectively, and $0.8 million and $0.3 million in the six months ended July 31, 2025 and 2024, respectively and was included in operating expenses on the Condensed Consolidated Statements of Operations.

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7 .	Long-Term Debt

Revolving Credit Facility

On June 25, 2020, the Company entered into a Loan Agreement (the “Original Loan Agreement”) with Bank of America, N.A. (“Lender”), as amended by Amendment No. 1 to the Loan Agreement, dated June 18, 2021 (“Amendment No. 1”), Amendment No. 2 to the Loan Agreement, dated March 3, 2023 (“Amendment No. 2”), Amendment No. 3 to the Loan Agreement, dated November 30, 2023 (“Amendment No. 3”), Amendment No. 4 to the Loan Agreement, dated March 28, 2024 (“Amendment No. 4”), Amendment No. 5 to the Loan Agreement, dated December 12, 2024 (“Amendment No. 5”), and Amendment No. 6 to the Loan Agreement, dated July 7, 2025 (“Amendment No. 6” and, collectively with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, and Amendment No. 5, the “Loan Agreement Amendments”; and the Original Loan Agreement, as amended by the Loan Agreement Amendments, the “Amended Loan Agreement”).

40.0

million from the net proceeds of equity issuances if the Company raises capital during such periods). The revolving credit facility includes a $10.0 million letter of credit

sub-facility.

On January 24, 2025, as required by the Amended Loan Agreement, the Company used certain net proceeds of its equity issuance to reduce the principal amount outstanding under the Amended Loan Agreement. As a result thereof, the maximum principal amount under the revolving credit facility was reduced to $40.0 million. The credit facility matures on December 12, 2029.

one-time

basis, and subject to there not existing an event of default, the Company may elect to convert up to $5.0 million of the then outstanding principal of the revolving credit facility to a term loan facility with an assumed amortization of 15 years and the same interest rate and maturity date as the revolving credit facility. The Amended Loan Agreement provides for a fee on any difference between the line of credit commitment and the amount of credit it actually uses, determined by the daily amount of credit outstanding during the specified period. Such fee is calculated at the Applicable Rate and is payable quarterly.

12-month

period ending with the applicable quarterly reporting period. In addition, the Company has agreed to maintain a springing “asset coverage ratio” (as defined in the Amended Loan Agreement) of at least 1.10x, but only to the extent that the maximum funded debt to EBITDA ratio exceeds 3.25x at any reporting period. The Company was in compliance with all of its debt covenants as of July 31, 2025.

The Company also agreed to certain negative covenants under the Amended Loan Agreement that are customary for credit arrangements of this type, including restrictions regarding the ability of the Company and/or its subsidiaries to conduct business, grant liens, make certain investments, and incur additional indebtedness, which negative covenants are subject to certain exceptions. Moreover, the Amended Loan Agreement contains restrictions on the Company’s ability to enter into mergers and other business combination transactions and to purchase or acquire other businesses or their assets, although the Company may purchase a business or its assets without the consent of the Lender if the aggregate amount of consideration paid for by the Company is less than The Amended Loan Agreement contains customary events of default that include, among other things (subject to any applicable cure periods and materiality qualifier), non-payment of principal, interest or fees, defaults under related agreements with the Lender, cross-defaults under agreements for other indebtedness, violation of covenants, inaccuracy of representations and warranties, bankruptcy and insolvency events, material judgments and material adverse change.

$26.0 million for any individual acquisition or $36.0 million on a cumulative basis for all such acquisitions or purchases subsequent to the date of Amendment No. 5. The Amended Loan Agreement also authorizes the Company to enter into additional lines of credit or incur liabilities in connection with the acquisitions of foreign subsidiaries in foreign countries where the Lender lacks a physical presence (such amounts not to exceed $10.0 million in the aggregate).

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Upon the occurrence of an event of default, the Lender may terminate all loan commitments, declare all outstanding indebtedness owing under the Amended Loan Agreement and related documents to be immediately due and payable, and may exercise its other rights and remedies provided for under the Amended Loan Agreement.

In connection with the Amended Loan Agreement, the Company entered into with the Lender (i) a security agreement dated June 25, 2020, pursuant to which the Company granted to the Lender a first priority perfected security interest in substantially all of the personal property and the intangibles of the Company, and (ii) a pledge agreement, dated June 25, 2020, pursuant to which the Company granted to the Lender a first priority perfected security interest in the stock of its subsidiaries (limited to 65% of those subsidiaries that are considered “controlled foreign subsidiaries” as set forth in the Internal Revenue Code and regulations).

As of July 31, 2025, the Company had no borrowings outstanding on the letter of credit

sub-facility

and borrowings of $24.9 million outstanding under the revolving credit facility, and there was $15.1 million of additional available credit under the Loan Agreement. As of January 31, 2025, the Company had no borrowings outstanding on the letter of credit

sub-facility

and borrowings of $13.2 million outstanding under the revolving credit facility, and there was $26.8 million of additional available credit under the Loan Agreement. The interest rate on outstanding borrowings was 6.47% at July 31, 2025 and January 31, 2025.

Lakeland UK Borrowings

On December 31, 2014, the Company and Lakeland Industries Europe, Ltd. (“Lakeland UK”), a wholly owned subsidiary of the Company, amended the terms of its existing line of credit facility with HSBC Bank to provide for (i) a

one-year

extension of the maturity date of the existing financing facility to December 19, 2016, (ii) an increase in the facility limit from £1.3 million (approximately $1.9 million, based on exchange rates at time of closing) to £1.5 million (approximately $2.3 million, based on exchange rates at time of closing), and (iii) a decrease in the annual interest rate margin from 3.46% to 3.0%. In addition, pursuant to a letter agreement dated December 5, 2014, the Company agreed that £0.4 million (approximately $0.6 million, based on exchange rates at the time of closing) of the note payable by Lakeland UK to the Company shall be subordinated in priority of payment to the subsidiary’s obligations to HSBC under the financing facility. This agreement has been subsequently amended with the most recent amendment dated March 8, 2022. The cumulative result of the amendments through March 8, 2022, reflects a reduction of the service charge to 0.765%. The agreement can be terminated with three months’ notice. There were no borrowings outstanding under this facility at July 31, 2025 and January 31, 2025.

Pacific Helmets Borrowings

Pacific Helmets has a term loan facility with the Bank of New Zealand. The facility includes two term loans. The first term loan of 1.5 million NZD matures on December 17, 2025, carries an interest rate of 2.3% per annum and requires monthly payments of 19,350.27

NZD with the outstanding balance due upon maturity. The second term loan of

0.5

million NZD matures on November 18, 2026, carries an interest rate of

8.07% per annum and requires monthly payments of 10,545

NZD with the outstanding balance due upon maturity. As of July 31, 2025 and January 31, 2025, the outstanding balance under the term loans was

$0.4 million and $0.5 million, respectively.

Jolly Borrowings

On May 9, 2024, Jolly entered into a term loan agreement for 1.5 million EUR to support working capital requirements with Banca Intesa Spa. The term loan matures on March 31, 2027, and carries an interest rate of 5.42%. The term loan is being repaid in 11 quarterly installments of 0.1 million EUR. The loan is guaranteed by SACE S.p.A., the Italian state-owned export credit finance agency.

On March 6, 2025, Jolly entered into a term loan agreement for 2.0 million EUR to support working capital requirements with Banca Intesa Spa. The term loan matures on September 30, 2028, and carries an interest rate with a fixed rate portion of 1.45% and

variable rate portion based on the three-month EURIBOR rate. The interest rate at July 31, 2025 was 3.935%. The term loan will be repaid in 11 quarterly installments of 0.2 million EUR, beginning September 30, 2025. Interest payments are made quarterly. The loan is guaranteed by SACE S.p.A., the Italian state-owned export credit finance agency.

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During the three months ended July 31, 2025, Jolly repaid the advance of 1.2 million EUR to BNL Bank which was used as an advance on an

Italian firefighters’ contract

that was shipped during the quarter. Interest on the advance was Euribor plus 1.0%.

As of July 31, 2025 and January 31, 2025, the outstanding balance under the term loans was $3.4 million and $2.5 million, respectively.

LHD Borrowings

Prior to the Company’s acquisition, LHD secured a federally guaranteed term loan of 0.8 million EUR from Commerzbank AG under the “KfW Quick Loan 2020” program, launched by the German government in 2020 to support small and

medium-sized

enterprises affected by the

COVID-19

crisis. Repayments of the loan, which matures on June 30, 2030, are made in quarterly installments of 25,000 EUR. The loan carries an interest rate of 3% per annum, with interest payments being due in arrears at the end of each quarter. As of July 31, 2025 and January 31, 2025, the outstanding balance was $0.7 million.

Veridian Borrowings

Prior to the Company’s acquisition, in February 2024, Veridian secured a term loan with U.S. Bank for a piece of equipment. The loan is for 60 months with monthly payments of approximately $8,000. The interest rate on the loan is 5.13%. As of July 31, 2025 and January 31, 2025, the outstanding balance was $0.3 million and $0.4 million, respectively.

Approximate maturities of our term loans over the next five years from July 31, 2025, are $1.2 million in FY26, $1.7 million in FY27, $1.2 million in FY28, $0.4 million in FY29, and $25.2 million thereafter.

8 .	Concentration of Risk

Credit Risk

Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents, and trade receivables. The concentration of credit risk with respect to trade receivables is generally diversified due to the large number of entities comprising the Company’s customer base and their dispersion across geographic areas principally within the U.S. The Company routinely addresses the financial strength of its customers and, as a consequence, believes that its receivable credit risk exposure is limited. The Company does not require customers to post collateral.

The Company’s foreign financial depositories are Bank of America; China Construction Bank; Bank of China; China Industrial and Commercial Bank; HSBC (UK); Royal Bank of Scotland, Rural Credit Cooperative of Shandong; Postal Savings Bank of China; Punjab National Bank; HSBC in India, Argentina, Australia and UK; Raymond James in Argentina; TD Canada Trust; Banco Itaú S.A., Banco Credito Inversione in Chile; Banco Mercantil Del Norte SA in Mexico; ALFA Bank and Bank Uralsib in Russia, JSC Bank Centercredit in Kazakhstan; Bank of New Zealand in New Zealand; BNL Gruppo Paribas, Banca Monti Dei ‘Paschi and Banca Intesa Spa in Italy; BCR in Romania; NAB in Australia: and Commerzbank AG in Germany. The Company monitors its financial depositories by their credit rating, which varies by country. Additionally, cash balances in banks in the U.S. are insured by the Federal Deposit Insurance Corporation subject to certain limitations. As of July 31, 2025, approximately $2.2 million was

d in U.S. bank accounts

and approximately $15.5 million was

d in foreign bank accounts, of which $17.0 million was uninsured. As of January 31, 2025, approximately $1.3 million was

d in U.S. bank accounts and approximately $16.2 million was

d in foreign bank accounts, of which $16.7 million was uninsured.

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9 .	Stockholders’ Equity

On June 21, 2017, the stockholders of the Company approved the Lakeland Industries, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The executive officers and all other employees and directors of the Company, including its subsidiaries, are eligible to participate in the 2017 Plan. The 2017 Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”), except that with respect to all

non-employee

directors, the Committee shall be deemed to include the full Board. The 2017 Plan provides for the grant of equity-based compensation in the form of stock options, restricted stock, restricted stock units, performance shares, performance units, or stock appreciation rights (“SARs”).

An aggregate of 1,240,000 shares of the Company’s common stock are currently authorized for issuance under the 2017 Plan, as amended, subject to adjustment as provided in the 2017 Plan for stock splits, dividends, distributions, recapitalizations and other similar transactions or events. If any shares subject to an award are forfeited, expire, lapse or otherwise terminate without issuance of such shares, such shares shall, to the extent of such forfeiture, expiration, lapse or termination, again be available for issuance under the 2017 Plan.

The Company recognized total stock-based compensation costs, which are reflected in operating expenses (in $000’s):


	Three Months Ended July 31,				Six Months Ended July 31,
	2025		2024		202 5		202 4
2017 Plan:
Total restricted stock and stock option programs	$	1,411	$	428	$	1,740	$	627
Total income tax expense recognized for stock-based compensation arrangements	$	296	$	90	$	365	$	132

Restricted Stock and Restricted Stock Units

Under the 2017 Plan, as described above, the Company awarded performance-based and service-based shares of restricted stock and restricted stock units to eligible employees and directors. The following table summarizes the activity under the 2017 Plan for the six months ended July 31, 2025 and 2024, respectively. The tables below reflect the amount of awards granted and the number of shares that would be vested if the Company were to achieve the maximum performance level under the then-outstanding grants.

Changes in performance-based and service-based shares outstanding during the six months ended July 31, 2025 are as follows:


	Performance- Based			Service- Based			Unrestricted Stock Awards			Total			Weighted Average Grant Date Fair Value
Outstanding at January 31, 2025		69,670			182,135			—			251,805		$	17.36
Awarded		265,874			127,076			27,258			420,208		$	16.12
Vested		(3,304	)		(31,393	)		(27,258	)		(61,955	)	$	16.18
Forfeited		(29,485	)		(16,801	)		—			(46,286	)
Outstanding at July 31, 2025		302,755			261,017			—			563,772		$	17.62

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Changes in performance-based and service-based shares outstanding during the six months ended July 31, 2024 are as follows:


	Performance- Based			Service- Based			Total			Weighted Average Grant Date Fair Value
Outstanding at January 31, 2024		82,330			112,890			195,220		$	16.61
Awarded		27,042			112,256			139,298		$	19.18
Vested		—			(39,062	)		(39,062	)	$	20.27
Forfeited		(4,281	)		(14,234	)		(18,515	)
Outstanding at July 31, 2024		105,091			171,850			276,941		$	17.08

For performance-based awards granted in FY23, FY24 and FY25, the actual number of shares of common stock of the Company, if any, to be earned by the award recipients is determined over a three-year performance measurement period based on measures determined in advance by the Compensation Committee of the Board of Directors of the Company. For the 2022 grants, the performance measures include Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”) margin, revenue growth, and return on invested capital. Performance measures for the 2023 grants are revenue growth, EBITDA margin and return on invested capital. The performance measures for the April 2024 grants are aggregate revenue during FY25, FY26, and FY27, EBITDA margin and free cash flow margin.

With respect to performance-based awards granted in May 2025, the performance measures are the Company’s total revenue, the Company’s fire segment revenue, and its adjusted EBITDA. Each of these metrics will be independently measured against Minimum, Target, and Maximum performance targets established by the Compensation Committee, against which the Company’s performance will be measured on an annual basis at the end of each fiscal year beginning January 31, 2029 through January 31, 2031. With respect to performance-based awards granted in July 2025, the performance measures are annual revenue, adjusted EBITDA, free cash flow margin, and individual executive goals.

For all performance-based awards, the performance targets have been set for each of the Minimum, Target, and Maximum levels. The actual performance amount achieved is determined by the Compensation Committee and may be adjusted for items determined to be unusual in nature or infrequent in occurrence, at the discretion of the Compensation Committee.

The compensation cost is based on the fair value at the grant date, is recognized over the requisite performance/service period using the straight-line method and is periodically adjusted for the probable number of shares to be awarded. As of July 31, 2025, unrecognized stock-based compensation expense totaled $8.0 million pursuant to the 2017 Plan based on outstanding awards under the Plan. This expense is expected to be recognized over approximately three years.

Stock Repurchase Program

On April 7, 2022, the Board of Directors authorized a stock repurchase program under which the Company may repurchase up to $5.0 million of its outstanding common stock, which became effective upon the completion of a prior share repurchase program. On December 1, 2022, the Board of Directors authorized an increase in the Company’s stock repurchase program, under which the Company may repurchase up to an additional $5.0 million of its outstanding common stock.

No shares were repurchased during Q2 FY26, leaving $5.0 million remaining under the share repurchase program at July 31, 2025. The share repurchase program has no expiration date but may be terminated by the Board of Directors at any time.

10 .	Income Taxes

The Company’s provision for income taxes for the three months ended July 31, 2025 and 2024 is based on the estimated annual effective tax rate, in addition to discrete items.

The Company’s effective tax rate for the three months ended July 31, 2025 was 117.2% and 67.08% for the six months ended July 31, 2025. Both differ from the U.S. federal statutory rate of 21% primarily due to rate differentials in foreign tax jurisdictions. The Company’s effective tax rate for the three months ended July 31, 2024 was 23.4% and (13.1)% for the six months ended July 31, 2024. Both differ from the U.S. federal statutory rate of 21%, primarily due to the mix of income in various foreign tax jurisdictions, the impacts from Global Intangible

Low-Taxed

Income (“GILTI”) and stock compensation vestings, partially offset by foreign withholding taxes accrued during the respective periods.

The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. The valuation allowance was $10.5 million and $6.6 million as of July 31, 2025 and January 31, 2025, respectively.

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With the exception of our UK and China subsidiaries for which we accrue relevant deferred tax impacts related to

non-indefinitely

reinvested cash, we consider the excess of the amount for financial reporting over the tax basis (including undistributed and previously taxed earnings) of investments in our other foreign subsidiaries as of July 31, 2025 to be indefinitely reinvested in the foreign jurisdictions on the basis of our specific plan for reinvestment and estimates that future domestic cash generation will be sufficient to meet future domestic cash needs. Therefore, we have not provided for deferred taxes related to such excess or the relevant portions thereof and disclosed that the determination of any deferred taxes related to this exces

s i

s not practicable in those permanently reinvested jurisdictions. We have made no changes to our policy on indefinite reinvestment during the six months ended July 31, 2025.

Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share as follows (in $000s except share and per share amounts):


	Three Months Ended July 31,					Six Months Ended July 31,
	2025		2024			2025			2024
Numerator:
Net income (loss)	$	766	$	(1,376	)	$	(3,147	)	$	277

Denominator:
Denominator for basic net income (loss) per share (weighted-average shares which exclude 1,358,208 treasury shares for the periods ended July 31, 2025 and 2024)		9,530,082		7,390,873			9,506,604			7,371,358
Effect of dilutive securities from restricted stock plan		563,773		—			—			276,942

Denominator for diluted net income (loss) per share (adjusted weighted average shares)		10,093,855		7,390,873			9,506,604			7,648,300

Basic net income (loss) per share	$	0.08	$	(0.19	)	$	(0.33	)	$	0.04

Diluted net income (loss) per share	$	0.08	$	(0.19	)	$	(0.33	)	$	0.04

There were no shares of unvested restricted stock awards excluded from the calculation of diluted earnings per share for the three months ended July 31, 2025. For the six months ended July 31, 2025, 0.4 million shares of unvested restricted stock awards were excluded from the calculation of diluted earnings per share due to their anti-dilutive effect. For the three months ended July 31, 2024, 0.3 million shares of unvested restricted stock awards were excluded from the calculation of diluted earnings per share due to their anti-dilutive effect. There were no shares of unvested restricted stock awards excluded from the calculation of diluted earnings per share for the six months ended July 31, 2024.

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Contingencies

Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, which inherently involve an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been or is probable of being incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

In June 2025, the Company initiated legal action against the landlord seeking rescission of the lease due to unremediated structural defects on the newly constructed facility in Monterrey, Mexico that prevented the Company from effectively utilizing the facility for its intended purpose. The case was dismissed by the Court and the Company is appealing the ruling. During the three months ended July 31, 2025, the Company assessed the carrying value of the right-of-use asset associated with the lease and concluded the asset was impaired given that (i) the space is not usable for its intended purpose; (ii) no economic benefits are expected to be derived during the appeal process; and (iii) the likelihood of recovery of the carrying value of the right-of-use asset is remote. A lease impairment charge of

$3.6

million was recorded during the three months ended July 31, 2025 on the condensed consolidated statement of operations.

The Company is involved in various claims, actions, and legal proceedings arising in the ordinary course of business, including multiple lawsuits pending in the aqueous film forming foam (“AFFF”) multi-district litigation consolidated in the United States District Court of South Carolina, Charleston Division. These cases involve allegations that plaintiffs were exposed to Per- and polyfluoroalkyl substances (“PFAS”) in the course of their careers as firefighters. Plaintiffs allege they were exposed to PFAS contained in AFFF and firefighter turnout gear. The Company is also named alongside several defendants in a class action regarding firefighter turnout gear pending in the United States District Court of Connecticut, styled as Uniformed Professional Fire Fighters Association of Connecticut et al. v. 3M Company et al., Case No. 3:24-CV-01101. The case seeks certification of a fire fighter class, a nationwide purchaser class, and a Connecticut purchaser subclass. The Company’s exposure in these matters to losses, if any, is not reasonably estimable at this time.

General litigation contingencies

The Company is involved in various litigation proceedings arising during the normal course of business which, in the opinion of the management of the Company, will not have a material effect on the Company’s financial position, results of operations or cash flows; however, there can be no assurance as to the ultimate outcome of these matters. As of July 31, 2025 and January 31, 2025, to the best of the Company’s knowledge, there were no significant outstanding claims or litigation.

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Segment Reporting

Domestic and international sales are as follows in millions of dollars:


(in millions)	Three Months Ended July 31,				Six Months Ended July 31,
	2025		2024		2025		2024
Domestic	$	22.1	$	12.4	$	42.8	$	26.6
International		30.4		26.1		56.4		48.2

Total Sales	$	52.5	$	38.5	$	99.2	$	74.8

The Company is organized into seven geographical operating segments that are based on management responsibilities: U.S. Operations (including the Corporate office), Europe, Mexico, Asia, Canada, Latin America and Other Foreign.

The Company adopted ASU

No. 2023-07

(“ASU

2023-07”),

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

for the year ended January 31, 2025 and applied it retrospectively for the prior periods presented.

Gross profit and Operating income (loss) are the measures used by the chief operating decision maker, identified as our President and Chief Executive Officer, to evaluate segment performance and identify opportunities when allocating resources. The accounting principles applied at the reportable segment level in determining the segment measure of profit or loss are the same as those applied at the consolidated financial statement level. Sales and transfers between operating segments are accounted for at market-based transaction prices and are eliminated in consolidation.

Our U.S. operations include a facility in Alabama (primarily the distribution to customers of the bulk of our products and the light manufacturing of our chemical, wovens, reflective, and fire products) and facilities in Iowa and Arkansas (fire services). The Company also maintains one manufacturing facility in China (primarily disposable and chemical suit production), a manufacturing facility in Mexico (primarily disposable, reflective, fire and chemical suit production), a manufacturing facility in Vietnam (primarily disposable production), a manufacturing facility in Argentina (primarily wovens production), a manufacturing facility in Romania (boots), a manufacturing facility in New Zealand (helmets) and two small manufacturing facilities in India (primarily disposable and wovens production). Our China and Vietnam facilities produce a significant portion of the Company’s products. We evaluate the performance of these entities based on gross profit, which is defined as net sales less cost of goods sold, and operating income (loss), which is defined as income before income taxes, interest expense and other income and expenses. We have sales forces in the U.S., Canada, Mexico, Europe, Latin America, India, Russia, Kazakhstan, Australia, New Zealand and China, which sell and distribute products shipped from the U.S., Mexico, China, Vietnam or India.

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The table below represents information about reportable segments for the three and six month periods noted therein (amounts may not foot due to rounding):


(in millions of dollars)	Three Months Ended July 31,						Six Months Ended July 31,
	2025			2024			2025			2024
Net Sales:
U.S. Operations	$	24.5		$	14.2		$	47.0		$	30.1
Other foreign		5.2			4.9			9.9			9.4
Europe		15.7			7.3			27.8			13.4
Mexico		2.0			2.5			3.8			4.1
Asia		14.3			13.5			26.3			23.9
Canada		2.9			2.5			5.3			5.5
Latin America		4.6			7.4			8.9			12.2
Less intersegment sales		(16.7	)		(13.8	)		(29.8	)		(23.8	)

Consolidated sales	$	52.5		$	38.5		$	99.2		$	74.8

External Sales:
U.S. Operations	$	22.1		$	12.4		$	42.8		$	26.6
Other foreign		3.3			3.9			6.3			7.8
Europe		15.1			7.1			26.9			13.1
Mexico		1.1			1.7			2.3			2.8
Asia		3.7			3.5			7.3			6.8
Canada		2.9			2.5			5.2			5.5
Latin America		4.3			7.4			8.4			12.2

Consolidated external sales	$	52.5		$	38.5		$	99.2		$	74.8

Intersegment Sales:
U.S. Operations	$	2.3		$	1.8		$	4.1		$	3.5
Other foreign		1.9			1.0			3.6			1.6
Europe		0.6			0.2			0.9			0.3
Mexico		0.9			0.8			1.5			1.3
Asia		10.7			10.0			19.1			17.1
Canada		0.1			—			0.2			—
Latin America		0.2			—			0.4			—

Consolidated intersegment sales	$	16.7		$	13.8		$	29.8		$	23.8

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The table below represents information about reportable segments for the three and six month periods noted therein (amounts may not foot due to rounding):


(in millions of dollars)	Three Months Ended July 31,						Six Months Ended July 31,
	2025			2024			2025			2024
Cost of Goods Sold:
U.S. Operations	$	15.5		$	9.0		$	30.8		$	18.1
Other foreign		3.5			2.8			6.6			5.5
Europe		12.2			5.9			21.1			10.4
Mexico		2.1			2.1			3.9			3.6
Asia		11.4			10.2			21.0			18.4
Canada		2.0			1.4			3.9			3.1
Latin America		3.0			3.8			5.9			6.0
Less intersegment cost of goods sold		(16.0	)		(11.9	)		(28.4	)		(21.7	)

Consolidated cost of goods sold	$	33.7		$	23.3		$	64.8		$	43.4

Gross Profit:
U.S. Operations	$	9.0		$	5.2		$	16.2		$	12.0
Other foreign		1.7			2.2			3.2			4.0
Europe		3.5			1.5			6.7			3.0
Mexico		(0.1	)		0.3			(0.1	)		0.4
Asia		2.9			3.3			5.4			5.5
Canada		0.9			1.1			1.4			2.4
Latin America		1.6			3.5			3.0			6.2
Less intersegment loss		(0.7	)		(1.9	)		(1.3	)		(2.1	)
Consolidated gross profit	$	18.8		$	15.2		$	34.5		$	31.4

Operating Expenses (1) :
U.S. Operations	$	14.3		$	8.6		$	25.0		$	16.1
Other foreign		1.6			1.5			3.0			2.7
Europe		3.4			3.0			7.4			4.9
Mexico		0.6			0.1			1.3			0.6
Asia		1.4			1.2			2.9			2.4
Canada		0.5			1.4			1.2			2.5
Latin America		1.4			1.2			3.0			2.1
Less intersegment operating expenses		(0.4	)		(0.2	)		(0.7	)		(0.5	)

Consolidated operating expenses	$	22.9		$	16.8		$	43.1		$	30.8

Operating (Loss) Income:
U.S. Operations	$	(5.3	)	$	(3.4	)	$	(8.9	)	$	(4.1	)
Other foreign		0.1			0.7			0.3			1.3
Europe		0.1			(1.5	)		(0.7	)		(1.9	)
Mexico		(0.7	)		0.2			(1.4	)		(0.2	)
Asia		1.5			2.1			2.4			3.1
Canada		0.4			(0.3	)		0.2			(0.1	)
Latin America		0.2			2.3			—			4.1
Less intersegment loss (income)		(0.3	)		(1.7	)		(0.6	)		(1.6	)

Operating (loss) income	$	(4.0	)	$	(1.6	)	$	(8.7	)	$	0.6

(1)	Includes lease impairments

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The table below represents information about reported segments for the three and six month periods noted therein (amounts may not foot due to rounding):


	As of July 31,			As of January 31,
(in millions of dollars)	2025			2025
Total Assets:
U.S. Operations	$	180.2		$	167.4
Europe		64.0			60.3
Mexico		10.8			13.7
Asia		50.9			48.0
Canada		6.8			6.4
Latin America		22.4			21.7
Other foreign		19.5			18.3
Less intersegment		(128.3	)		(123.3	)

Consolidated assets	$	226.3		$	212.5

Total Assets Less Intersegment:
U.S. Operations	$	95.6		$	85.6
Europe		58.2			55.3
Mexico		8.0			11.2
Asia		23.8			21.3
Canada		4.7			4.6
Latin America		18.7			18.0
Other foreign		17.3			16.5

Consolidated assets	$	226.3		$	212.5

Total Goodwill and Intangible Assets
U.S. Operations	$	16.9		$	17.1
Europe		22.4			22.7
Other foreign		1.8			1.9

Consolidated goodwill and intangible assets	$	41.1		$	41.7

The table below presents external sales by product line:


(in millions of dollars)	Three Months Ended July 31,				Six Months Ended July 31,
	2025		2024		2025		2024
External Sales by product lines:
Disposables	$	13.9	$	12.3	$	27.0	$	25.4
Chemical		5.6		5.3		11.7		11.6
Fire Service		25.6		12.0		46.6		22.5
Gloves		0.4		0.5		0.7		1.1
High Visibility		1.5		1.2		2.5		2.4
High Performance Wear		2.2		1.4		3.8		2.6
Wovens		3.3		5.8		6.9		9.2

Consolidated external sales	$	52.5	$	38.5	$	99.2	$	74.8

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Subsequent Events

Third Quarter Dividend

On August 1, 2025, the Company’s Board of Directors declared a quarterly cash dividend. The quarterly dividend of $0.03 per share or approximately $0.3 million, was paid on August 22, 2025, to stockholders of record as of August 15, 2025.

Sale of Decatur, Alabama Warehouse Facility

August 27, 2025

, the Company completed the sale of the Decatur, Alabama warehouse facility to an unrelated party for $6.1 million, less commissions and closing expenses. The sale of the Decatur facility includes a short-term leaseback on one of the three property warehouses while the Company continues to explore alternative sites.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The following discussion and analysis should be read in conjunction with the historical financial statements and other financial information included elsewhere in this quarterly report on Form 10-Q. This Form 10-Q may contain certain forward-looking statements. When used in this Form 10-Q or in any other presentation, statements which are not historical in nature, including the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “project,” “plan,” “seek,” “will,” “may,” “might,” “would,” “could” and similar expressions, are intended to identify forward-looking statements. They also include statements containing a projection of sales, earnings or losses, capital expenditures, dividends, capital structure or other financial terms.

The forward-looking statements in this Form 10-Q are based upon our management’s beliefs, assumptions and expectations of our future operations and economic performance, taking into account the information currently available to us. These statements are not statements of fact. Forward-looking statements involve risks and uncertainties, some of which are not currently known to us that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. Some of the important factors that could cause our actual results, performance or financial condition to differ materially from expectations are:

•

we are subject to risk as a result of our international manufacturing operations and are subject to the risk of doing business in foreign countries, particularly in China, Vietnam and India, including risks relating to the impacts of tariff policies and other trade maneuvers, which could affect our ability to manufacture or sell our products, obtain products from foreign suppliers or control the costs of our products;

•

a terrorist attack, other geopolitical crisis, or widespread outbreak of an illness or other health issue, such as the COVID-19 pandemic, could negatively impact our domestic and/or international operations;

•

our results of operations could be negatively affected by potential fluctuations in foreign currency exchange rates;

•

our results of operations may vary widely from quarter to quarter;

•

disruption in our supply chain, manufacturing or distribution operations could adversely affect our business;

•

climate change and other sustainability matters may adversely affect our business and operations;

•

some of our sales are to foreign buyers, which exposes us to additional risks;

•

because we do not have long-term commitments from many of our customers, we must estimate customer demand, and errors in our estimates could negatively impact our inventory levels and net sales;

•

we face competition from other companies, a number of which have substantially greater resources than we do;

•

our operations are substantially dependent upon key personnel;

•

technological change could negatively affect sales of our products and our performance;

•

cybersecurity incidents could disrupt business operations, result in the loss of critical and confidential information and adversely impact our reputation and results of operations;

•

data privacy and security laws relating to the handling of personal information are evolving across the world and may be drafted, interpreted, or applied in a manner that results in increased costs, legal claims, fines against us, or reputational damage;

•

our success depends in part on our proprietary technology, and if we fail to obtain or enforce our intellectual property rights successfully, our competitive position may be harmed;

•

we are implementing a new enterprise resource planning system;

•

we have identified a material weakness in our internal control over financial reporting;

•

we deal in countries where corruption is an obstacle;

•

we are exposed to U.S. and foreign tax risks;

•

we may be subject to product liability claims, and insurance coverage could be inadequate or unavailable to cover these claims;

•

environmental laws and regulations may subject us to significant liabilities;

•

provisions in our restated certificate of incorporation and by-laws and Delaware law could make a merger, tender offer or proxy contest difficult;

•

we may not achieve the expected benefits from strategic acquisitions, investments, joint ventures, capital investments and other corporate transactions that we have pursued or may pursue;

•

we may need additional funds, and if we are unable to obtain these funds, we may not be able to expand or operate our business as planned;

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•

adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations; and

•

the other factors referenced in this Form 10-Q, including, without limitation, in the sections entitled “Part I – Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II – Item 1A – Risk Factors” and the factors described under “Risk Factors” disclosed in our fiscal 2025 Form 10-K.

We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements that are based on current expectations. Furthermore, forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements after the date of this Form 10-Q, whether as a result of new information, future events or otherwise, except as may be required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Form 10-Q might not occur. We qualify any and all of our forward-looking statements entirely by these cautionary factors.

Business Overview

We manufacture and sell a comprehensive line of industrial protective clothing and accessories for the industrial and public protective clothing market. Our products are sold globally by our in-house sales teams, our customer service group, and authorized independent sales representatives to a network of over 2,000 global safety and industrial supply distributors. Our authorized distributors supply end users across various industries, including integrated oil, chemical/petrochemical, automobile, transportation, steel, glass, construction, smelting, cleanroom, janitorial, pharmaceutical and high-tech electronics manufacturers, as well as scientific, medical laboratories and the utilities industry. We also supply federal, state and local governmental agencies and departments, including fire and law enforcement, airport crash rescue units, the Department of Defense, the Department of Homeland Security and the Centers for Disease Control. Internationally, we sell to a mixture of end-users directly and to industrial distributors, depending on the particular country and market. In addition to the United States, sales are made into more than 50 foreign countries, the majority of which are into China, the European Economic Community (“EEC”), Canada, Chile, Argentina, Russia, Kazakhstan, Colombia, Mexico, Ecuador, India, Uruguay, Middle East, Southeast Asia, New Zealand, Australia and Hong Kong.

The Company’s strong market position across its focus product categories and markets is supported by continued and increasing investment in its global footprint, particularly owning and operating its own manufacturing facilities, acquiring complementary companies or products that expand and enhance product offerings and/or geographic customer territories and investing in sales and marketing resources in countries around the world. We believe that ownership of manufacturing is the cornerstone of building a resilient supply chain and providing high-quality products to our customers. Having ten manufacturing locations in eight countries on five continents, and sourcing core raw materials from multiple suppliers in various countries affords Lakeland superior manufacturing capabilities and supply chain resilience compared to our competitors who use contractors. Additionally, our focus on providing customers with best-in-class service includes the strategic location of our sales team members.

Lakeland is committed to protecting the world’s workers, first responders, and communities while creating value for its shareholders. Key elements of our corporate strategy include:

•

Creating a high-performance culture driven by our corporate values,

•

Investing resources in high-growth geographies and product categories,

•

Building a premier global firefighter safety brand through product and marketing enhancements,

•

Driving profitable growth in high-end chemical and limited-use/disposable protective clothing through product development, strategic pricing initiatives, channel diversification, and operations optimization, and

•

Acquiring companies that improve Lakeland’s competitive advantage in focus markets.

On December 16, 2024, the Company acquired U.S.-based Veridian Limited (“Veridian”) for cash consideration of approximately $26.1 million subject to post-closing adjustments and customary holdback provisions. Founded in 1992, Veridian is a leading provider of firefighter protective apparel, including fire and rescue garments, gloves and boots, with an annual revenue of approximately $21.0 million. Veridian has approximately 150 employees and is headquartered in Des Moines, Iowa.

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On July 1, 2024, the Company acquired the fire and rescue business of LHD Group Deutschland GmbH and its subsidiaries in Hong Kong and Australia (collectively, “LHD”) in an all-cash transaction subject to post-closing adjustments and customary holdback provisions. Total consideration was $14.8 million, net of $1.5 million cash acquired, of which $15.5 million was paid to retire LHD’s debt and $0.8 million was paid to the seller at closing. LHD is a leading provider of firefighter turnout gear, accessories, and personal protective equipment, as well as decontamination, repair and maintenance services. LHD has 111 employees worldwide and is headquartered in Wesseling, Germany, with operations in Hong Kong and Australia.

On February 5, 2024, the Company acquired Italy and Romania-based Jolly Scarpe S.p.A. and Jolly Scarpe Romania S.R.L. (collectively, “Jolly”) in an all-cash transaction. Total consideration was $9.0 million, of which $7.5 million was paid to the seller at closing, and $1.5 million remained unpaid subject to post-closing adjustments and customary holdback provisions. Jolly is a leading designer and manufacturer of professional footwear for the firefighting, military, police, and rescue markets. The company is headquartered in Montebelluna, Italy, with manufacturing operations in Bucharest, Romania, and has 150 employees. Jolly’s primary customers are based in Europe.

Our net sales attributable to customers outside the U.S. were $30.4 million and $26.1 million for the three months ended July 31, 2025 and 2024, respectively, and $56.4 million and $48.2 million for the six months ended July 31, 2025 and 2024, respectively.

Key Trends Affecting Our Operations

Trade Policies and Regulations

Recently, the executive branch of the U.S. government has pursued a policy of imposing tariffs on imports from many foreign countries, including countries where the Company has manufacturing facilities, such as China, India, and Vietnam, among others. In response, China and other countries announced retaliatory tariffs against certain U.S. imports. These tariffs have been, and may continue to be, announced, amended, paused, reinstated and rescinded with little or no advance notice. As the situation remains fluid due to the rapidly changing global trade environment, we continue to evaluate the potential implications of these actions on our business, and we are uncertain about the ultimate impact that these policies will have on our business. Thus far, however, they have increased the cost of importing certain products, which has affected our operating results and margins. Therefore, we expect that, as long as such tariffs are in effect, they will continue to affect our operating results and margins, and as a result, our historical and current gross profit margins may not be indicative of our gross profit margins for future periods.

Russia-Ukraine Conflict

We are continually monitoring the potential financial impact of the Russian invasion of Ukraine on our operations. For the first half of FY26, sales in Russia accounted for approximately 2.2% of our consolidated sales, and sales into Ukraine were not significant. We do not have any capital assets in Russia.

Results of Operations

Three Months ended July 31, 2025, Compared to the Three Months Ended July 31, 2024

Net Sales. Net sales were $52.5 million for the three months ended July 31, 2025, an increase of $14.0 million or 36.4%, compared to $38.5 million for the three months ended July 31, 2024. Sales of our Fire Service product line increased $13.6 million due to $5.1 million in sales from Veridian, and a net increase in sales of $8.5 million from LHD and Jolly acquired in FY25. Sales of our Disposable products increased $1.6 million and High Performance products sales increased by $0.8 million, offset by weakness in Wovens as sales declined $2.5 million, primarily in Latin America.

Gross Profit. Gross profit for the three months ended July 31, 2025 was $18.8 million, an increase of $3.6 million, or 23.7%, compared to $15.2 million for the three months ended July 31, 2024. Gross profit as a percentage of net sales decreased to 35.8% for the three-month period ended July 31, 2025, from 39.6% for the three months ended July 31, 2024. The gross profit percentage decreased in the second quarter of fiscal year 2026 due to increased material costs and tariffs, higher inbound freight expenses, and amortization of the step-up in the basis of acquired inventory.

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Operating Expenses. Operating expenses increased by $2.5 million, or 14.6%, from $16.8 million for the three months ended July 31, 2024 to $19.3 million for the three months ended July 31, 2025. This increase is attributable to the acquisitions of Veridian in December 2024 and LHD in July 2024, which resulted in an increase of $1.6 million in operating expenses. Equity compensation expense increased $1.0 million as a number of board members, executives and senior managers voluntarily elected to receive equity compensation in lieu of a portion of their cash compensation pursuant to a program approved by the Compensation Committee and the Board under the Lakeland Industries, Inc. 2017 Equity Incentive Plan. Depreciation and amortization expenses increased $0.4 million due to the acquisitions of LHD and Veridian. These increases were offset by reductions in acquisition, restructuring expenses and legal fees. Operating expenses as a percentage of net sales were 36.7% for the three months ended July 31, 2025, down from 43.7% for the three months ended July 31, 2024, primarily due to the factors noted above.

Lease Impairment. The Company recorded a $3.6 million impairment primarily related to the right-of-use asset for the Monterrey, Mexico facility. There were no lease impairment charges recorded for the three months ended July 31, 2024.

Operating (Loss) Income. Operating loss was $(4.0) million for the three months ended July 31, 2025, compared to an operating loss of $(1.6) million for the three months ended July 31, 2024, due to the impacts detailed above. Operating margins were (7.6%) for the three months ended July 31, 2025, as compared to (4.1%) for the three months ended July 31, 2024.

Income Tax (Benefit) Expense. Income tax (benefit) expense consists of federal, state and foreign income taxes. Income tax benefit was $5.2 million for the three months ended July 31, 2025, compared to a benefit of $0.4 million for the three months ended July 31, 2024. The Company’s effective tax rate for the second quarter of FY26 was 117.2% which differs from the U.S. federal statutory rate of 21% primarily due to the forecasted allocation of income for the current fiscal year and from the mix of jurisdictional income at differing statutory rates. The Company’s effective tax rate for the second quarter of FY25 was 23.4%, which differs from the U.S. federal statutory rate of 21% primarily due to the mix of income in various foreign tax jurisdictions, the impacts from GILTI and stock compensation vestings, offset by foreign withholding taxes accrued during the respective periods.

Net Income (Loss). Net income was $0.8 million for the three months ended July 31, 2025, compared to net loss of $(1.4) million for the three months ended July 31, 2024.

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Six Months ended July 31, 2025, Compared to the Six Months Ended July 31, 2024

Net Sales. Net sales were $99.2 million for the six months ended July 31, 2025 as compared to $74.8 million for the six months ended July 31, 2024, an increase of 32.6%. Our Fire Service product line increased by $24.1 million in the period due to the impact of the acquisitions of Veridian, LHD, Jolly and Pacific, which contributed $22.8 million in sales growth coupled with organic growth of $1.3 million. Sales of our Disposable product line increased $1.6 million, which was offset by declines in our Woven products of $2.3 million. Our remaining product lines delivered growth of $1.2 million.

Gross Profit. Gross profit was $34.5 million for the six months ended July 31, 2025, an increase of $3.1 million, or 9.9%, from $31.4 million for the six months ended July 31, 2024. Gross profit as a percentage of net sales decreased to 34.7% for the six months ended July 31, 2025, from 42.0% for the six months ended July 31, 2024 primarily due to higher manufacturing costs, increased tariff and inbound freight costs and the impact of deferred profit in ending inventory and amortization of the step-up in basis of acquired inventory.

Operating Expenses. Operating expenses increased $8.8 million, or 28.6%, to $39.6 million for the six months ended July 31, 2025 from $30.8 million for the six months ended July 31, 2024. The acquisitions of Veridian and LHD accounted for $4.4 million of the increase in operating expenses. Equity compensation expense increased $1.1 million as a number of board members, executives and senior managers voluntarily elected to receive equity compensation in lieu of a portion of their cash compensation pursuant to a program approved by the Compensation Committee and the Board under the Lakeland Industries, Inc. 2017 Equity Incentive Plan. The impact of the adjustment to the earnout consideration accrual related to the Eagle acquisition was a reduction in operating expenses of $0.7 million for the six months ended July 31, 2024. The remaining increase was related to additional selling expenses including travel and trade shows, professional fees and administrative expenses of $2.4 million. Operating expenses as a percentage of net sales were 39.9% for the six months ended July 31, 2025, down from 41.1% for the six months ended July 31, 2024.

Operating (Loss) Income. Operating loss was $(8.7) million for the six months ended July 31, 2025 compared to an operating income of $0.6 million for the six months ended July 31, 2024, due to the impacts detailed above. Operating margins were (8.8%) for the six months ended July 31, 2025, as compared to 0.8% for the six months ended July 31, 2024.

Income Tax (Benefit) Expense. Income tax expense consists of federal, state and foreign income taxes. Income tax benefit was $6.4 million for the six months ended July 31, 2025, compared to a benefit of less than $0.1 million for the six months ended July 31, 2024.

The Company’s effective rate was (67.1%) for the six months ended July 31, 2025 and (13.1%) for the six months ended July 31, 2024.

Net (Loss) Income. Net loss was $(3.1) million for the six months ended July 31, 2025 and net income was $0.3 million for the six months ended July 31, 2024.

Liquidity and Capital Resources

At July 31, 2025, cash and cash equivalents were approximately $17.7 million, and working capital was approximately $106.9 million. Cash and cash equivalents increased $0.3 million, and working capital increased $5.3 million from January 31, 2025 due to the balance sheet fluctuations described below.

Of the Company’s total cash and cash equivalents of $17.7 million as of July 31, 2025, cash held in Latin America of $1.6 million, cash held in the UK of $2.3 million, cash held in Russia and Kazakhstan of $1.6 million, cash held in the EEC of $4.5 million, cash held in India of $0.2 million, cash held in Vietnam of $0.2 million, and cash held in Hong Kong of $1.1 million would not be subject to additional U.S. tax in the event such cash was repatriated due to the change in the U.S. tax law as a result of the December 22, 2017 enactment of the 2017 Tax Cuts and Jobs Act (the “Tax Act”). When the Company repatriates cash from China, of the $3.0 million balance at July 31, 2025, an additional 10% withholding tax may be incurred in that country. The Company expects to repatriate cash from China during FY 26 and in anticipation of doing so, has accrued withholding tax expense of $0.3 million as of July 31, 2025.

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Cash used in operations was $9.7 million due to a net loss of $(3.1) million, an increase in working capital of $5.3 million and non-cash credits of $1.7 million. Net cash used in investing activities was $2.1 million, primarily for capital expenditures related to ERP implementation costs and the replacement of manufacturing equipment. Net cash provided by financing activities was $10.9 million due to $13.8 million borrowed under our credit facility to fund working capital increases and the addition of a $2.1 million working capital loan for Jolly to support their operations, offset by dividends of $0.6 million, repayment of debt facilities of $4.1 million and $0.3 million in shares returned to pay income taxes on shares vested under our equity compensation program.

We believe our current cash, cash equivalents, borrowing capacity under our Loan Agreement, and the cash to be generated from expected product sales will be sufficient to meet our projected operating and investing requirements (including planned capital expenditures) for at least the next twelve months. However, our liquidity assumptions may prove to be incorrect, and we may need to utilize our available financial resources sooner than we currently expect.

On June 25, 2020, the Company entered into a Loan Agreement (the “Original Loan Agreement”) with Bank of America, N.A. (“Lender”), as amended by Amendment No. 1 to the Loan Agreement, dated June 18, 2021 (“Amendment No. 1”), Amendment No. 2 to the Loan Agreement, dated March 3, 2023 (“Amendment No. 2”), Amendment No. 3 to the Loan Agreement, dated November 30, 2023 (“Amendment No. 3”), Amendment No. 4 to the Loan Agreement, dated March 28, 2024 (“Amendment No. 4”), Amendment No. 5 to the Loan Agreement, dated December 12, 2024 (“Amendment No. 5”) and Amendment No. 6 to the Loan Agreement, dated July 7, 2025 (“Amendment No. 6” and, collectively with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, and Amendment No. 5, the “Loan Agreement Amendments”; and the Original Loan Agreement, as amended by the Loan Agreement Amendments, the “Amended Loan Agreement”).

The Amended Loan Agreement provides the Company with a secured revolving credit facility of up to $60.0 million of borrowings from December 12, 2024 through January 31, 2026 and of up to $50.0 million of borrowings from February 1, 2026 through January 31, 2027 (in each case, such limits remain subject to a reduction to no less than $40.0 million from the net proceeds of equity issuances if the Company raises capital during such periods). The revolving credit facility includes a $10.0 million letter of credit sub-facility. On January 24, 2025, as required by the Amended Loan Agreement, the Company used certain net proceeds of its equity issuance to reduce the principal amount outstanding under the Amended Loan Agreement. As a result thereof, the maximum principal amount under the revolving credit facility was reduced to $40.0 million. The credit facility matures on December 12, 2029.

Borrowings under the revolving credit facility bear interest at a rate per annum equal to the sum of (i) the greater of the daily Secured Overnight Financing Rate (“SOFR”) or an index floor of 1% plus (ii) the Applicable Rate (as defined in the Amended Loan Agreement). The Applicable Rate is based on a funded debt-to-EBITDA ratio (discussed below) and includes four different levels, constituting a SOFR margin range of 1.25% to 2.00%. All outstanding principal and unpaid accrued interest under the revolving credit facility are due and payable on the maturity date. On a one-time basis, and subject to there not existing an event of default, the Company may elect to convert up to $5.0 million of the then outstanding principal of the revolving credit facility to a term loan facility with an assumed amortization of 15 years and the same interest rate and maturity date as the revolving credit facility. The Amended Loan Agreement provides for a fee on any difference between the line of credit commitment and the amount of credit it actually uses, determined by the daily amount of credit outstanding during the specified period. Such fee is calculated at the Applicable Rate and is payable quarterly.

The Company made certain representations and warranties to the Lender in the Amended Loan Agreement that are customary for credit arrangements of this type. The Company also agreed to maintain, as of the end of each fiscal quarter a minimum “basic fixed charge coverage ratio” (as defined in the Amended Loan Agreement) of at least 1.20x and a “funded debt to EBITDA ratio” (as defined in the Amended Loan Agreement) not to exceed 3.5x (with step-downs to 3.25x and 3.0x on February 1, 2026 and February 1, 2027, respectively), in each case for the trailing 12-month period ending with the applicable quarterly reporting period. In addition, the Company has agreed to maintain a springing “asset coverage ratio” (as defined in the Amended Loan Agreement) of at least 1.10x, provided that this ratio is only applicable to the extent that the maximum funded debt to EBITDA ratio exceeds 3.25x at any reporting period. The Company was in compliance with all of its debt covenants as of July 31, 2025.

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Stock Repurchase Program. On April 7, 2022, the Board of Directors authorized a stock repurchase program under which the Company may repurchase up to $5.0 million of its outstanding common stock, which became effective upon the completion of a prior share repurchase program. On December 1, 2022, the Board of Directors authorized an increase in the Company’s stock repurchase program, under which the Company may repurchase up to an additional $5.0 million of its outstanding common stock.

No shares were repurchased in the six months ended July 31, 2025 leaving $5.0 million remaining under the share repurchase program at July 31, 2025. The share repurchase program has no expiration date but may be terminated by the Board of Directors at any time.

Quarterly Cash Dividend. On May 1, 2025, the Board of Directors declared a quarterly cash dividend. The quarterly dividend of $0.03 per share was paid on May 22, 2025, to stockholders of record as of May 15, 2025.

Capital Expenditures. Our capital expenditures were $2.1 million for the six months ended July 31, 2025 which principally relate to capital investment in our new ERP system and some replacement equipment for our manufacturing sites. We anticipate FY26 capital expenditures to be approximately $4.0 million to replace existing equipment in the normal course of operations, expand our fire services products manufacturing capabilities and invest in our new ERP system. We expect to fund the capital expenditures from our cash flows from operations. The Company may also expend funds in connection with potential acquisitions.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. A summary of our significant accounting policies is included in Note 1 to our consolidated financial statements in our fiscal year 2025 Form 10-K. Certain of our accounting policies are considered critical, as these policies are the most important to the depiction of our financial statements and require significant, difficult, or complex judgments, often employing the use of estimates about the effects of matters that are inherently uncertain. Such policies are summarized in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in our 2025 Form 10-K. There have been no significant changes in the application of our critical accounting policies and estimates during the six months ended July 31, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item, and therefore, no disclosure is required under Item 3 for the Company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of July 31, 2025. The term “disclosure controls and procedures” means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of July 31, 2025, our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting described below.

Notwithstanding the ineffective disclosure controls and procedures as a result of the identified material weakness described below, management has concluded that the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company’s financial position, results of operations and cash flows in accordance with U.S. GAAP.

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Material Weakness in Internal Control over Financial Reporting

As previously disclosed in our 2025 Form 10-K, management identified certain deficiencies in the Company’s internal control over financial reporting that aggregated to a material weakness related to the completeness and accuracy of its foreign reporting packages. Specifically, the Company has undergone significant changes in size, complexity and geographic footprint primarily due to multiple acquisitions, and has numerous systems that process financially relevant data. Of these systems, Sage X3 (United States, Canada and the United Kingdom) and Kingdee (China and Hong Kong), were in the Company’s scope for testing of information technology general controls (“ITGCs”) in support of management’s assessment of internal control over financial reporting. The Company’s consolidation process is manual and based upon reporting packages submitted by the various locations. For those locations where the financially relevant systems were not in-scope and not subject to the Company’s testing of ITGCs, the financial reporting controls, as designed, do not adequately address the completeness and accuracy of the foreign reporting packages. The reporting packages form the basis of multiple controls, including a key management review control designed to detect a material misstatement in the Company’s consolidated financial statements as well as other controls. Additionally, the Company did not update the control activities documentation for numerous locations and, in some cases, did not change control processes to reflect changes in operating structure. This contributed to the material weakness disclosed in our 2025 Form 10-K in the Company’s internal controls.

Management’s Remediation Plan and Status

In response to the material weakness, management has taken, or is in the process of taking, the following actions:

•

Implementing an enterprise resource planning (“ERP”) system, which is expected to roll out in phases over the next several years. Phase I is expected to be completed during the 2027 fiscal year;

•

Established a technology committee of the Board of Directors to oversee the role of technology in executing the Company’s business strategy and risks associated with technology strategies, major technology investments, operational performance and technology trends; and

•

Migrating substantially all of our operations to a common accounting system and utilizing a common chart of accounts and improved accounting close and revise procedures.

While we have taken steps to remediate the identified material weakness and will continue to complete the remediation process as quickly as possible, we cannot currently estimate the time required to remediate this material weakness. The material weakness will not be considered remediated until the controls are designed, implemented, and operating for a sufficient period of time and management has concluded, through independent testing, that these controls are operating effectively. As management continues to evaluate and work to improve our disclosure controls and procedures and internal control over financial reporting, we may take additional measures to address these control deficiencies or modify certain remediation measures described above.

Changes in Internal Control Over Financial Reporting

Other than continuing to make progress on the ongoing remediation efforts described above, there were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended July 31, 2025 that materially affected, or are reasonably likely to affect materially, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1A. Risk Factors

The Company is supplementing the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025 with the following modified and additional risk factor, which should be read in conjunction with the other risk factors presented in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025 that was filed with the SEC on April 17, 2025.

We are subject to risk as a result of our international manufacturing operations, including risks resulting from recent developments in the international trade environment, such as increased import tariffs.

Because most of our products are manufactured at our facilities located in China, Vietnam, Mexico, Argentina, New Zealand, Romania and India, our operations are subject to risks inherent in doing business internationally. Such risks include the adverse effects on operations from corruption, war, international terrorism, civil disturbances, political instability, trade wars, government activities such as border taxes and renegotiation of treaties, deprivation of contract and property rights and currency valuation changes. Based on the complex relationships between China and the U.S., there is an inherent risk that political, diplomatic, military, or other events could result in business disruptions, including increased regulatory enforcement against companies, tariffs, trade embargoes, and export restrictions.

In recent years, the U.S. has imposed tariffs on various products imported into the U.S. These tariffs have resulted in, and may continue to trigger, retaliatory actions by affected countries, including the imposition of tariffs on the U.S. by other countries. Under the current administration, trade policy has been a central focus, with renewed scrutiny on trade relationships with China and efforts to renegotiate or withdraw from key agreements such as the United States-Mexico-Canada Agreement (USMCA). This shift has included the introduction of additional tariffs, including on Mexican, Canadian, Chinese, Vietnamese, European Union and Indian goods, targeted sanctions, and restrictions on investments linked to industries deemed critical to U.S. national security. Certain foreign governments, such as China, Canada, Mexico and the European Union, have instituted or are considering imposing trade sanctions on certain U.S. goods and denying U.S. companies access to critical raw materials.

The extent and duration of increased tariffs, which we are unable to predict, and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets. For example, after announcing proposed blanket tariff rates of 46% on imports from Vietnam in April 2025, the U.S. and Vietnam governments announced a trade deal between the countries that imposes 20% tariffs on all products imported to the U.S. from Vietnam that became effective on August 7, 2025. Subsequently, on August 29, 2025, the U.S. Court of Appeals for the Federal Circuit ruled that tariffs recently instituted under the International Emergency Economic Powers Act were invalid; however, the effects of this holding were stayed until October 14, 2025.

Tariffs increase the cost of our products and the components and raw materials that go into making them. These increased costs adversely impact the gross margin we earn on our products. Tariffs can also increase the cost of our products for customers, making them less competitive and potentially reducing consumer demand. Countries may also adopt other measures, such as controls on imports or exports of goods, technology, or data, that could adversely impact the Company’s operations and supply chain and limit the Company’s ability to offer our products and services as designed. These measures can require us to take various actions, including changing suppliers, shifting production of certain products to lower-tariff countries and restructuring business relationships. Changing our operations in accordance with new or changed trade restrictions can be expensive, time-consuming, and disruptive to our operations, as well as distracting to management. Such restrictions have been, and may be in the future, announced, amended, paused, reinstated, or rescinded with little or no advance notice, and we may not be able to effectively mitigate all adverse impacts from such measures. Uncertainty surrounding trade and other international disputes has had a negative effect on consumer confidence and spending, and we cannot predict how long such uncertainty may last. These events have reduced customer demand, and additional tariff policies could exacerbate those effects, increase the cost of our products and services, or otherwise have a materially adverse impact on our customers’ and suppliers’ businesses and results of operations, which could in turn additionally adversely impact our financial performance and growth prospects.

We have recognized impairment charges in the past, and we may be required to recognize additional impairment charges in the future, including for goodwill and other intangible assets.

Our recent acquisitions have resulted in an increase in goodwill and other intangible assets in our consolidated balance sheets. In accordance with U.S. GAAP, management regularly evaluates these assets for potential impairment. A variety of factors, such as adverse economic conditions, business disruptions, challenges integrating acquired operations, actual performance falling short of initial projections, significant changes in the use of assets, divestitures, or a sustained decline in our stock price or market capitalization, could trigger an impairment review and potentially lead to a non-cash charge.

Management will continue to monitor internal and external factors, including our financial performance, stock price trends, and broader macroeconomic developments, to assess whether indicators of impairment exist. If such indicators are identified, we may be required to perform an interim impairment assessment. Any resulting charges could have a material adverse effect on our financial condition, results of operations and future prospects.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On April 7, 2022, the Board of Directors authorized a stock repurchase program under which the Company may repurchase up to $5.0 million of its outstanding common stock (the “Share Repurchase Program”). The Share Repurchase Program became effective upon the completion of a prior Share Repurchase Program. The Share Repurchase Program has no expiration date; however, it may be terminated by the Board of Directors at any time. On December 1, 2022, the Board of Directors authorized an increase in the Share Repurchase Program under which the Company may repurchase up to an additional $5.0 million of its outstanding common stock.

The common shares available for repurchase under the authorizations currently in effect may be purchased from time to time, with consideration given to the market price of the common shares, the nature of other investment opportunities, cash flows from operations, general economic conditions and other relevant considerations. Repurchases may be made on the open market or through privately negotiated transactions.

The following table sets forth purchases made by or on behalf of the Company or any “affiliated purchaser,” as defined in Rule

10b-18(a)(3)

of the Exchange Act, of shares of the Company’s common stock during the second quarter of fiscal 2026:


Period	Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Programs (2)
May 1 – May 31		—	$	—		—	$	5,030,479
June 1 – June 30		4,697	$	—		—	$	5,030,479
July 1 – July 31		5,842	$	—		—	$	5,030,479

Total		10,539	$	—		—	$	5,030,479

(1)	Includes withholding of 10,539 restricted shares to cover taxes on vested restricted shares during the second quarter of FY26.

(2)	Represents the amount remaining under our share repurchase program as of July 31, 2025.

Item 5. Other Information

None.

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Item 6. Exhibits

*	Filed herewith

†	Management contract or compensatory plan or arrangement

‡	Furnished herewith


3.1		Restated Certificate of Incorporation of Lakeland Industries, Inc., as amended (incorporated by reference to Exhibit 4.1 of Lakeland Industries, Inc.’s Registration Statement on Form S-8 filed on September 3, 2021)

3.2		Amended and Restated Bylaws of Lakeland Industries Inc. (incorporated by reference to Exhibit 3.1 of Lakeland Industries, Inc.’s Form 8-K filed April 28, 2017)

10.1*		Amendment No. 3 to the Lakeland Industries, Inc. 2017 Equity Incentive Plan, dated as of June 11, 2025

10.2*		Amendment No. 6 to Loan Agreement, dated as of July 7, 2025, by and between Lakeland Industries, Inc. and Bank of America, N.A.

10.3*†		Form of Employee Restricted Stock Award Agreement

10.4*†		Form of Performance-Based Restricted Stock Unit Award Agreement (2025 Grants)

10.5*†		Form of Time-Based Restricted Stock Unit Award Agreement (July 2025 Grants)

31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934

31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934

32.1‡		Certification of Chief Executive Officer as adopted pursuant to 18 U.S.C. Section 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2‡		Certification of Principal Financial Officer as adopted pursuant to 18 U.S.C. Section 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*		The following financial statements from the Quarterly Report on Form 10-Q for the quarter ended July 31, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive (Loss) Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						LAKELAND INDUSTRIES, INC. (Registrant)

Date: September 9, 2025						/s/ James M. Jenkins
						James M. Jenkins, Chief Executive Officer, President and Executive Chairman (Principal Executive Officer and Authorized Signatory)

Date: September 9, 2025						/s/ Roger D. Shannon
						Roger D. Shannon, Chief Financial Officer and Secretary (Principal Financial Officer and Authorized Signatory)

EX-10.1 2 d22783dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

AMENDMENT NO. 3 TO

THE

LAKELAND INDUSTRIES, INC. 2017 EQUITY INCENTIVE PLAN

WHEREAS, Lakeland Industries, Inc., a Delaware corporation (the “Company”), maintains the Lakeland Industries, Inc. 2017 Equity Incentive Plan, originally adopted on June 21, 2017, as amended on June 16, 2021 by Amendment No. 1 to the Lakeland Industries, Inc. 2017 Equity Incentive Plan, and as further amended on June 13, 2024 by Amendment No. 2 to the Lakeland Industries, Inc. 2017 Equity Incentive Plan (as amended to date, the “Plan”); and

WHEREAS, the Board of Directors (the “Board”) of the Company has determined that it is in the best interests of the Company and its stockholders to adopt this Amendment No. 3 to the Lakeland Industries, Inc. 2017 Equity Incentive Plan (this “Amendment”) in order to increase the limit on the aggregate grant date fair market value of Awards granted, and cash fees paid, during a single fiscal year to any Non-Employee Director from $300,000 to $350,000; and

WHEREAS, under the terms of the Plan, the Board has the ability to amend the Plan in order to make such changes; and

WHEREAS, capitalized terms used in this Amendment, but not otherwise defined herein, shall have the respective meanings ascribed to such terms in the Plan.

NOW, THEREFORE, BE IT RESOLVED, the Plan is hereby amended as follows:

The third sentence of Section 3(a) of the Plan is hereby amended and restated in its entirety to increase the maximum aggregate grant date fair market value of Awards granted, together with cash paid, to a Non-Employee Director for services during any fiscal year under the Plan from $300,000 to $350,000 as follows:

“The aggregate grant date fair market value of Awards granted, together with cash paid, to a Non-Employee Director for services during any fiscal year shall not exceed $350,000.”

This Amendment shall be effective as of the date it is approved by the Company’s Board (the “Effective Date”). In the event of any inconsistency or conflict between the Plan and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control. Except as herein expressly amended, the Plan is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms.

EX-10.2 3 d22783dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

LOGO

AMENDMENT NO. 6 TO LOAN AGREEMENT

This Amendment No. 6 to Loan Agreement (the “Amendment”) dated as of July , 2025, is between Bank of America, N.A. (the “Bank”) and Lakeland Industries, Inc., a Delaware corporation (the “Borrower”).

RECITALS

A. The Bank and the Borrower entered into a certain Loan Agreement dated as of June 25, 2020, as amended by that certain Amendment No. 1 to Loan Agreement dated as of June 18, 2021, as further amended by that certain Amendment No. 2 to Loan Agreement dated as of March 3, 2023, as further amended by that certain Amendment No. 3 to Loan Agreement dated as of November 29, 2023, as further amended by that certain Amendment No. 4 to Loan Agreement dated as of March 28, 2024, and as further amended by that certain Amendment No. 5 to Loan Agreement dated as of December 12, 2024 (together with any previous amendments, the “Agreement”).

B. The Bank and the Borrower desire to further amend the Agreement. This Amendment shall be effective on July , 2025, subject to any conditions stated in this Amendment.

AGREEMENT

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Agreement.

2. Amendments. The Agreement is hereby amended as follows:

2.1

Paragraph 7.6 is hereby amended and restated to read in its entirety as follows:

“7.6 Other Debts.

Not to have outstanding or incur any direct or contingent liabilities or lease obligations (other than those to the Bank or to any affiliate of the Bank), or become liable for the liabilities of others, without the Bank’s written consent. This does not prohibit:

(a)

Acquiring goods, supplies, or merchandise on normal trade credit.

(b)

Liabilities, lines of credit and leases in existence on the date of Amendment No. 3 to Loan Agreement, dated as of November 29, 2023, executed by Borrower and Bank, disclosed in writing to the Bank in the Borrower’s most recent financial statement, or liabilities incurred for (i) financing the acquisition by Borrower of one hundred percent (100%) of the equity interest of Pacific Helmets NZ Ltd. (the “New Zealand Acquisition”), (ii) for general working capital purposes and forward exchanges purposes of Pacific Helmets NZ Ltd, or (iii) Bank, or an affiliate of Bank, extending a revolving line of credit in the amount of One Million U.S. Dollars ($1,000,000.00) to WeiFang Lakeland Safety Products Co., Ltd. (the “WeiFang Revolver”).

(c)

Leases of real estate in the ordinary course of business.

(d)

Lines of credit or liabilities incurred for financing the acquisition by Borrower of subsidiaries in foreign countries where the Bank lacks a physical presence, and for general working capital purposes and forward exchanges purposes related to such acquisitions; provided, however, the aggregate of such lines of credit and liabilities shall not exceed the local currency equivalent of $10,000,000.00 USD.

(e)

Purchase money indebtedness, including capital leases, not exceeding an aggregate of $5,000,000 in principal outstanding at any one time.”

2.2

Paragraph 7.7 is hereby amended and restated in its entirety as follows:

“7.7 Other Liens.

Not to create, assume, or allow any security interest or lien (including judicial liens) on property the Borrower and each Related Party now or later owns without the Bank’s written consent. This does not prohibit:

(a)

Liens and security interests in favor of the Bank or any affiliate of the Bank.

(b)

Liens for taxes not yet due.

(c)

Liens outstanding on the date of this Agreement disclosed in writing to the Bank.

(d)

Liens securing debt incurred solely for the purpose of financing the New Zealand Acquisition or for general working capital purposes and forward exchanges purposes arising therefrom.

(e)

Liens securing debt permitted by Subparagraphs 7.6(d) and 7.6(e).

(f)

Liens securing the WeiFang Revolver provided that such liens and security interests are in favor of Bank or any affiliate of Bank.”

2.3

Paragraph 7.8 is hereby amended and restated in its entirety as follows:

“7.8 Maintenance of Assets.

(a)

Not to sell, assign, lease, transfer or otherwise dispose of any material part of any Related Party’s business or any Related Party’s material assets except assets sold in the ordinary course of such Related Party’s business.

(b)

Not to sell, assign, lease, transfer or otherwise dispose of any assets for less than fair market value, or enter into any agreement to do so.

(c)

Not to enter into any sale and leaseback agreement covering any of its fixed assets.

(d)

To maintain and preserve all rights, privileges, and franchises the Borrower or any Related Party now has, where the failure to so maintain would reasonably be expected to materially and adversely impact Borrower.

(e)

To make any repairs, renewals, or replacements to keep the Borrower’s and each Related Party’s material properties in good working condition, reasonable wear and tear expected, where the failure to so repair, renew or replace would reasonably be expected to materially and adversely impact Borrower.”

2.4

Paragraph 7.10 is hereby amended by adding the following to the end of such paragraph:

“(d) loans and advances to employees in the ordinary course of business.”

2.5

Paragraphs 7.11 and 7.12 are each hereby deleted in their entirety and replaced with the respective placeholder “Intentionally Omitted.”

2.6

Paragraph 7.14(c) and (d) are hereby restated in their entirety as follows:

“(c)

Any lawsuit in which the potential liability of Borrower or any other Obligor is reasonably expected to be in excess of One Million Dollars ($1,000,000) and the liability thereunder is not covered by insurance.

(d)

Any actual or probable contingent liabilities that will materially and adversely impact Borrower.”

2.8 As an accommodation to Borrower’s request to sell the Land, Bank hereby consents to the release of the Non-encumbrance Agreement and agrees to execute simultaneously with the execution of this Amendment a release of the Non-Encumbrance Agreement in the form attached hereto as Exhibit A. Borrower hereby agrees that all proceeds of the sale of the Land shall be applied to Borrower’s indebtedness to Bank. The provisions of Paragraphs 1.4, 1.15, 3.2, 5.11, and 5.12 are hereby deleted in their entirety and replaced with the word “Reserved.”

3. Representations and Warranties. When the Borrower signs this Amendment, the Borrower represents and warrants to the Bank that: (a) there is no event which is, or with notice or lapse of time or both would be, a default under the Agreement except those events, if any, that have been disclosed in writing to the Bank or waived in writing by the Bank, (b) the representations and warranties in the Agreement are true in all material respects as of the date of this Amendment as if made on the date of this Amendment (except to the extent expressly made as of another date), (c) this Amendment does not conflict with any law, material agreement, or material obligation by which the Borrower is bound, the violation of which would have a material adverse effect on Borrower, (d) this Amendment is within the Borrower’s corporate powers, has been duly authorized, and does not conflict with any of the Borrower’s organizational documents, (e) the information included in the Beneficial Ownership Certification most recently provided to the Bank, if applicable, is true and correct in all material respects, and (f) as of the date of this Amendment and throughout the term of the Agreement, no Borrower or Guarantor, if any, is (1) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (2) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986 (the “Code”); (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code; or (4) a “governmental plan” within the meaning of ERISA.

4. Conditions. The effectiveness of this Amendment is conditioned upon the Bank’s receipt of the following items, in form and content acceptable to the Bank:

4.1

A fully executed counterpart of this Amendment from the Borrower and each guarantor and/or collateral pledgor (collectively, a “Credit Support Provider”) in form satisfactory to the Bank;

4.2

A fully executed Limited Guaranty from Borrower in favor of Bank guarantying the WeiFang Revolver; and

4.3

A fully executed counterpart to the Amended and Restated Security Agreement providing that the WeiFang Revolver be secured by, inter alia, the Collateral.

4.4

KYC Information.

(a)

Upon the request of the Bank, the Borrower shall have provided to the Bank, and the Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act.

(b)

If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to the Bank if so requested.

4.5

If the Borrower or any Credit Support Provider is anything other than a natural person, evidence that the execution, delivery and performance by the Borrower and/or such Credit Support Provider of this Amendment and any instrument or agreement required under this Amendment have been duly authorized.

4.6

Payment by the Borrower of all actual, documented costs, expenses and reasonable attorneys’ fees (including allocated costs for in-house legal services) incurred by the Bank in connection with this Amendment.

5. Effect of Amendment. Except as provided in this Amendment, all of the terms and conditions of the Agreement, including but not limited to any Waiver of Jury Trial or Dispute Resolution Provision contained therein, shall remain in full force and effect. In the event the terms of this Amendment conflict with the terms of the Agreement or any other document executed in connection with the Agreement, the terms of this Amendment will control.

6. Electronic Records and Signatures. This Amendment and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Amendment (each a “Communication”), including Communications required to be in writing, may, if agreed by the Bank, be in the form of an Electronic Record and may be executed using Electronic Signatures, including, without limitation, facsimile and/or .pdf. The Borrower agrees that any Electronic Signature (including, without limitation, facsimile or .pdf) on or associated with any Communication shall be valid and binding on the Borrower to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered to the Bank. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Bank may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of the Bank’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Bank is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Bank pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Bank has agreed to accept such Electronic Signature, the Bank shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Obligor without further verification and (b) upon the request of the Bank any Electronic Signature shall be promptly followed by a manually executed, original counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

7. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

[SIGNATURES ON FOLLOWING PAGE]

The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal.

Bank:

Bank of America, N.A.

By:

Name: Andy Martin

Its: Senior Vice President

Borrower:

Lakeland Industries, Inc., a Delaware corporation

By: (Seal) Roger D. Shannon, Chief Financial Officer The undersigned (the “Credit Support Provider”) is a pledgor of collateral for, the Borrower’s obligations to the Bank under the Agreement.

CONSENT AND REAFFIRMATION OF PLEDGOR

The Credit Support Provider hereby (i) acknowledges and consents to the foregoing Amendment, (ii) reaffirms its obligations under any agreement under which it has granted to the Bank a lien or security interest in any of its real or personal property, and (iii) confirms that such agreements, including but not limited to any Waiver of Jury Trial or Dispute Resolution Provision contained therein, remain in full force and effect, without defense, offset, or counterclaim. (Capitalized terms used herein shall have the meanings specified in the foregoing Amendment.)

Although the undersigned has been informed of the terms of the Amendment, the undersigned understands and agrees that the Bank has no duty to so notify it or any other pledgor or to seek this or any future acknowledgment, consent or reaffirmation, and nothing contained herein shall create or imply any such duty as to any transactions, past or future.

Dated as of July , 2025.

Credit Support Provider:

Lakeland Industries, Inc.

By: (Seal) Roger D. Shannon, Chief Financial Officer FORM OF RELEASE OF NON-ENCUMBRANCE AGREEMENT

EXHIBIT A

(ATTACHED HERETO)

This instrument prepared by Austin A. Averitt,

Esq. Butler Snow LLP

One Federal Place

1819 Fifth Avenue North, Suite 1000

Birmingham, Alabama 35203

(205) 297-2210

STATE OF ALABAMA )

)

COUNTY OF MORGAN )

RELEASE FROM NON-ENCUMBRANCE AGREEMENT

KNOW ALL PERSONS BY THESE PRESENTS, that effective as of July , 2025, the undersigned, BANK OF AMERICA, N.A., (together with its successors or assigns, the “Bank”), does hereby release the real property described in Exhibit A attached hereto located in Morgan County, Alabama (the “Property”) from that certain Non-Encumbrance Agreement executed by LAKELAND INDUSTRIES, INC., a Delaware corporation (the “Borrower”), in favor of Bank dated as of June 25, 2020, and recorded with the Office of the Judge of Probate of Morgan County, Alabama, on June 29, 2020, in MISC BK 2020, PG 5344.

The foregoing release is being given by Bank in order to facilitate the lien-free sale and transfer of the Property, but shall not otherwise be deemed to alter, diminish, extinguish or satisfy the indebtedness of Borrower or any other party to Bank.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal effective as of the date first set forth above.

BANK OF AMERICA, N.A.,

By:

Name: Andy Martin

Its: Senior Vice President

STATE OF )

COUNTY OF )

I, , the undersigned Notary Public in and for said County, in said State, hereby certify that Andy Martin, whose name as Senior Vice President of BANK OF AMERICA, N.A., is signed to the foregoing agreement, and who is known to me, acknowledged before me on this day that, being informed of the contents of the instrument, he as such officer and with full authority, executed the same for and as the act of BANK OF AMERICA, N.A.

Given under my hand and official seal this day of , 20 .



		Notary Public

[AFFIX SEAL]
		My commission expires:

EXHIBIT A

LEGAL DESCRIPTION

Parcel I:

A portion of Unit A-7 of Certificate to Subdivide No. 1055-84 as approved by the Decatur City Planning Commission and as recorded in the Morgan County Probate Office in Book 1129, at Page 468, and more particularly described as beginning at a railroad spike at the Northwest corner of Section 8, Township 6 South Range 4 West, Decatur, Morgan County, Alabama and run thence S 89°25’16” E (Alabama State Coordinate System-Grid Bearing) along the North boundary of Section 8 a distance of 50.00 feet to the East right of way margin of Central Parkway; thence S 0°39’35” W along the East right of way margin of Central Parkway a distance of 123.03 feet to the North right of way margin of Pride Street; thence S 89°47’51” E along the North right of way margin of Pride Street and the North property line of the tract being subdivided a distance of 741.56 feet to the true point of beginning of the parcel herein described; thence continue $ 89°47’51” E a distance of 535.64 feet to the Westerly right of way margin of the CSX Railroad; thence S 8°06’34” E along the Westerly right of way margin of the CSX Railroad a distance of 180.90 feet; thence N 89°47’51” W a distance of 759.17 feet to the Easterly right of way margin of Valley Avenue; thence N 12° 16’59” W along the Easterly right of way margin of Valley Avenue a distance of 35.85 feet; thence S 89°47’51” E a distance of 205.13 feet; thence N 0° 12’09” E a distance of 144.00 feet to the true point of beginning, lying in the NE1/4 of the NW1/4 and the NW1/4 of the NW1/4 of Section 8, Township 6 South, Range 4 West, Decatur, Morgan County, Alabama.

Parcel II:

A portion of Unit A-7 of Certificate to Subdivide No. 1055-84 as approved by the Decatur City Planning Commission and as recorded in the Morgan County Probate Office in Book 1129, at Page 468, and more particularly described as beginning at a railroad spike at the Northwest corner of Section 8, Township 6 South, Range 4 West, Decatur, Morgan County, Alabama and run thence S 89°25’16” E (Alabama State Coordinate System-Grid Bearing) along the North boundary of said Section 8 a distance of 50.00 feet to an iron pin on the East right of way margin of Central Parkway; thence S 00°39’35” W along the East right of way margin of Central Parkway a distance of 123.03 feet to an iron pin on the North right of way margin of Pride Street; thence S 89°47’51” E along the North right of way margin of Pride Street a distance of 539.76 feet to an iron pin and the true point of beginning of the parcel herein described; thence S 89°47’51” E a distance of 201.80 feet; thence S 00°12’09” W a distance of 144.00 feet; thence N 89°47’51” W a distance of 205.13 feet to the Easterly right of way margin of Valley Avenue; thence N 12°16’59” W along the Easterly right of way margin of Valley Avenue a distance of 46.96 feet to a point on the cul-de-sac right of way of Pride Street; thence Easterly, then Northeasterly, then Northwesterly direction along the Pride Street cul-de-sac right of way, along a curve to the left, having a radius of 50.00 feet a distance of 170.73 feet (central angle 195°38’14”) to the true point of beginning, lying in the NW 1/4 of the NW 1/4 of Section 8, Township 6 South, Range 4 West, Decatur, Morgan County, Alabama.

Parcel III:

A portion of Unit A of Certificate to Subdivide No. 900-81 as approved by the Decatur City Planning Commission and as recorded in Morgan County Probate Office in Book 1058, at Page 792, and more specifically described as beginning at a railroad spike at the southwest corner of Section 5, Township 6 South, Range 4 West, Decatur, Morgan County, Alabama, and run thence No 00°28’39”E (Alabama State Coordinate System Grid Bearing) along the west boundary of said Section 5 and also along the centerline of Central Parkway a distance of 151.65 feet to a railroad spike; thence S 89°47’51” E a distance of 50.00 feet to an iron pin on the east right of way margin of Central Parkway; thence continue S 89°47’51” E a distance of 390.73 feet to an iron pin and the true point of beginning of the tract herein described; thence from the true point of beginning continue S 89°47’51”E a distance of 844.58 feet to an iron pin on the westerly right of way margin of Seaboard System Railroad; thence S 08°06’34” E along the westerly right of way margin of Seaboard System Railroad a distance of 277.92 feet to an iron pin; thence N 89°47’51 W a distance of 823.86 feet to an iron pin; thence N 12°16’59” W a distance of 281.66 feet to the true point of beginning, lying and being within the SW1/4 of the SW1/4 of Section 5 and the NW 1/4 of the NW1/4 of Section 8, Township 6 South, Range 4 West; Decatur, Morgan County, Alabama.

EX-10.3 4 d22783dex103.htm EX-10.3 EX-10.3

Exhibit 10.3

LAKELAND INDUSTRIES, INC.

2017 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

(Employee – Salary Election in Equity – 100% Portion)

This Restricted Stock Award Agreement (this “Agreement”) is made effective as of the Date of Grant specified below, by and between Lakeland Industries, Inc., a Delaware corporation (the “Company”), and the Participant specified below.


Participant		[Name]
Date of Grant		[Date]
Number of Shares of Restricted Stock		[ ] Shares
Vesting Schedule		Subject to Section 5 of this Agreement regarding early termination, vesting of the Restricted Stock shall be determined in accordance with Section 1(b) of this Agreement. The period over which the Restricted Stock vests is referred to as the “Award Period.”

The purpose of this Agreement is to establish a written agreement evidencing the Restricted Stock Award granted pursuant to the Lakeland Industries, Inc. 2017 Equity Incentive Plan, as amended to date (the “Plan”). All of the terms and conditions of the Plan are fully incorporated herein by reference. Unless the context clearly indicates otherwise, capitalized terms used but not defined herein will have the meaning given to such terms in the Plan.

1. Grant of Restricted Stock.

(a) Grant. Pursuant to Section 7 of the Plan, the Company hereby grants to the Participant on the Date of Grant set forth above, an Award of Restricted Stock (the “Award”), consisting of, in the aggregate, the number of shares of common stock, $0.01 par value per share, of the Company (the “Shares”) set forth above, as may be adjusted pursuant to Section 7(d) hereof, on the terms and conditions and subject to the terms, conditions and restrictions set forth in this Agreement and the Plan. The grant of the Award of Restricted Stock is made in consideration of the services to be rendered by the Participant to the Company.

(b) Vesting. The Award shall vest in full on the first anniversary of the Date of Grant (the “Vesting Date”); provided that, the Participant provides continuous service as an employee to the Company through the Vesting Date, subject to provisions regarding earlier termination under Section 5 of this Agreement. The period over which the Restricted Stock vests is referred to as the “Award Period.”

2. Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, during the Award Period, the Restricted Stock and the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock or the rights relating thereto during the Award Period shall be wholly ineffective.

3. Rights as Stockholder; Dividends. The Participant shall be the record owner of the Restricted Stock until the Shares are sold or otherwise disposed of, and shall be entitled to all of the rights of a stockholder of the Company including without limitation the right to vote such Shares and to accrue all dividends or other distributions payable with respect to such Restricted Stock until the end of the Award Period in accordance with the terms of the Plan. If the Participant forfeits any rights he or she has under this Agreement in accordance with Section 5, the Participant shall, on the date of such forfeiture, no longer have any rights as a stockholder with respect to the Restricted Stock and shall no longer be entitled to vote or receive dividends on such Shares.

4. Taxes. The Participant has and will obtain independent legal and tax advice regarding this Agreement, the grant of the Restricted Stock hereunder. By executing this Agreement, the Participant hereby agrees to remit when due any federal or state income or other taxes, which are required to be withheld or that may otherwise be levied against the Participant as a result of this Agreement. To the extent applicable, (i) the Company shall have the right, in its sole discretion, to deduct from any compensation paid to the Participant pursuant to the Plan, or the Participant may make arrangements satisfactory to the Company regarding the payment of, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of any such withholding taxes; and (ii) the Committee may, in its sole discretion, permit a Participant to satisfy any minimum required withholding obligations (or such higher amount that would not have an adverse accounting effect) with Shares, including Shares that are part of the Restricted Stock Award that gives rise to the withholding requirement. The obligations of the Company under the Plan will be conditioned on such payment or arrangements, and the Company will have the right to withhold and deduct any such taxes from any payment of any kind otherwise due to the Participant.

5. Effect of Termination of Employment or Service.

(a) Termination of Service for Any Reason Other Than for Cause. If the Participant’s service as an employee for the Company terminates for any reason other than a termination of employment by the Company for Cause prior to the end of the Award Period, the otherwise unvested Restricted Stock granted hereunder shall continue to vest over the Award Period in full and will vest on the date set forth in Section 1(b) of this Agreement.

(b) Termination of Service for Cause. If the Participant’s service as an employee is terminated by the Company for Cause, any Restricted Stock that is not vested on the date of such termination shall be forfeited.

6. Effect of Change in Control. In the event of a Change in Control, Section 3(d) of the Plan will govern the treatment of the Restricted Stock.

7. Miscellaneous.

(a) Legends. A legend may be placed on any certificate(s) or other document(s) delivered to the Participant indicating any restrictions on transferability of the Shares issued pursuant to this Agreement, or any other restrictions that the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any applicable federal securities laws or any stock exchange on which the Shares are then listed or quoted.

(b) Section 409A. This Agreement is intended to either comply with or be exempt from Section 409A of the Code and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement either comply with Section 409A of the Code or are exempt therefrom and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

(c) No Right to Continued Employment or Other Service. The Participant’s right, if any, to continue to serve the Company or any Affiliate of the Company as an employee or otherwise will not be enlarged or otherwise affected by the Plan or this Agreement. This Agreement does not restrict the right of the Company or any Affiliate to terminate the Participant’s employment or other service at any time.

(d) Adjustments. If any change is made to the outstanding shares of common stock of the Company or the capital structure of the Company, if required, the Shares shall be adjusted in any manner as contemplated by Section 3(c) of the Plan.

(e) Amendment. Subject to the provisions of the Plan and this Agreement, the Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock Award, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant’s rights under this Agreement without the Participant’s consent.

(f) Notices. All notices and other communications required or permitted under this Agreement shall be written and shall be addressed as follows: (i) if to the Company, to the Company’s principal executive office to the attention of its Chief Executive Officer (or such other Person as the Company may designate in writing from time to time or to the Chief Financial Officer in the case that the Chief Executive Officer is the Participant); and (ii) if to the Participant or his or her successor, to the address contained in the Company’s personnel files, or at such other address as that Participant may hereafter designate in writing to the Company. Any such notice or other communication will be deemed duly given: if delivered personally or via recognized overnight delivery service, on the date and at the time so delivered; if sent via telecopier or email, on the date and at the time telecopied or emailed with confirmation of delivery; or, if mailed, five (5) days after the date of mailing by registered or certified mail. A party may change its address for the purpose hereof by giving notice in accordance with the provisions of this Section 7(f).

(g) Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock may be transferred by will or the laws of descent or distribution.

(h) Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company in whole or in part at any time, in its discretion, subject to the provisions of Section 11 of the Plan. The grant of the Award of Restricted Stock in this Agreement does not create any contractual right or other right to receive any Awards of Restricted Stock or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment or service with the Company.

(i) Impact on Other Benefits. Unless otherwise provided by the applicable plan or program, the value of the Participant’s Award of Restricted Stock is not part of his or her normal or expected compensation for purposes of calculating any applicable severance, retirement, welfare, insurance, or other employee benefit.

(j) Interpretation. This Agreement is subject to and controlled by the Plan. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company. This Agreement is the final, complete, and exclusive expression of the understanding between the parties and supersedes any prior or contemporaneous agreement or representation, oral or written, between them relating to this Award or Agreement. In the event that any provision of this Agreement shall be held to be illegal or unenforceable, such provision shall be severed from this Agreement and the entire Agreement shall not fail on account thereof, but shall otherwise remain in full force and effect. As used herein, the masculine pronoun shall include the feminine and the neuter, as appropriate to the context. Unless the context otherwise requires, references herein to a “Section” means a Section of this Agreement. Section headings contained herein are for convenience only and shall not alter any of the parties’ respective rights or obligations hereunder.

(k) Governing Law. This Agreement, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Alabama, without reference to principles of conflict of laws, and construed accordingly.

(l) Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall be deemed one and the same instrument.

(m) Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Award of Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement.

(signature page immediately follows)

IN WITNESS WHEREOF, this Agreement has been executed effective as of the date first set forth above.


LAKELAND INDUSTRIES, INC.

By:
Name:
Title:

Participant

Name (print):

EX-10.4 5 d22783dex104.htm EX-10.4 EX-10.4

Exhibit 10.4

LAKELAND INDUSTRIES, INC.

2017 EQUITY INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

This Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”) is made effective as of the Date of Grant specified below, by and between Lakeland Industries, Inc., a Delaware corporation (the “Company”), and the Participant specified below.



Participant		[Name]

Date of Grant		[Date]

Number of Restricted Stock Units		[ ] Restricted Stock Units (assuming the Target “Performance Measures” set forth in Appendix A of this Agreement are achieved)

Vesting Schedule		The number of Restricted Stock Units that vest is generally determined pursuant to Section 1(c) of this Agreement, subject to provisions regarding earlier termination under Section 5 of this Agreement.

The purpose of this Agreement is to establish a written agreement evidencing the Restricted Stock Unit Award granted pursuant to the Lakeland Industries, Inc. 2017 Equity Incentive Plan, as amended to date (the “Plan”). All of the terms and conditions of the Plan are fully incorporated herein by reference. Unless the context clearly indicates otherwise, capitalized terms used but not defined herein will have the meaning given to such terms in the Plan.

1. Grant of Restricted Stock Units.

(a) Grant. Pursuant to Sections 8 and 9 of the Plan, the Company hereby grants to the Participant on the Date of Grant set forth above, an Award of Restricted Stock Units (the “Award”), as may be adjusted pursuant to Section 7(e) hereof (the “Restricted Stock Units”), on the terms and conditions and subject to the terms, conditions and restrictions set forth in this Agreement and the Plan. Each Restricted Stock Unit under this Agreement represents a right to receive one (1) share of common stock, $0.01 par value per share, of the Company (the “Shares”) on the date determined in accordance with this Agreement, provided the vesting conditions of the Award are satisfied.

(b) Consideration. The grant of the Award of Restricted Stock Units is made in consideration of the services to be rendered by the Participant to the Company.

(c) Vesting Schedule. Subject to Section 5 of this Agreement, the Restricted Stock Units granted hereunder shall become vested based on the following: (i) a percentage of the Award will be deemed earned and eligible for vesting based on the attainment of the performance targets for the 2026 fiscal year as set forth on Appendix A attached to this Agreement (the “2026 Performance Measures”), and (ii) the portion of the Award that is earned under clause (i) of this Section 1(c) shall become vested upon the completion of the service-based vesting requirements described below. As soon as practical following January 31, 2026, the Committee or the Board, as applicable, shall determine the extent to which the 2026 Performance Measures are achieved and the resulting number of Restricted Stock Units that vest (such date, the “Committee Certification Date”). The Committee shall have the sole and absolute discretion to determine the Company’s achievement of the 2026 Performance Measures, and such determination shall be final and binding upon the Participant. The percentage of the Award that is earned, based on achievement of the 2026 Performance Measures, shall become vested, if at all, on July 11, 2026 (the “Vesting Date”), subject to Section 5 of this Agreement. Any unearned portion of the Award shall be forfeited immediately after the Committee Certification Date.

(d) Settlement. Except as otherwise provided in a valid deferral election made by the Participant in accordance with Treasury Regulation Section 1.409A-2 (a “Deferral Election”) and Section 7(b) of this Agreement, the Restricted Stock Units shall be settled in accordance with the terms set forth herein, including Appendix A. No Shares will be delivered pursuant to this Award unless and until all legal requirements applicable to the issuance or transfer of such Shares have been complied with to the satisfaction of the Company.

Subject to the foregoing provisions, Shares issued in settlement of the Restricted Stock Units shall be made either through the issuance to the Participant (or to the executors or administrators of Participant’s estate in the event of the Participant’s death) of a stock certificate or evidence such Shares have been registered in book entry form in the name of the Participant with the Company’s stock transfer agent for a number of Shares equal to the number of vested Restricted Stock Units. The Shares issued upon the settlement of the Restricted Stock Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 7 of this Agreement, the Company’s insider trading policies, any federal, state or foreign law, all applicable requirements of any stock exchange or automated quotation system on which the Company’s Shares may be listed or quoted at the time of such issuance or transfer or any contractual obligation to which the Participant is subject (such as a “lock-up” or “market stand-off” agreement). The Company shall not be required to issue fractional Shares upon the settlement of the Restricted Stock Units.

2. Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, prior to the Vesting Date, the Restricted Stock Units and the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto prior to the Vesting Date shall be wholly ineffective.

3. Rights as Stockholder; Dividends. Until such time as the Restricted Stock Units have vested and settled and certificates for Shares are issued, the Participant shall have no voting rights or rights to receipt of cash distributions or dividends, except as may result under Section 7(e) hereof.

4. Tax Withholding. The Participant shall be required to pay to the Company and the Company shall have the right to deduct from any compensation paid to the Participant pursuant to the Plan, or the Participant may make arrangements satisfactory to the Company regarding the payment of, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may, in its sole discretion, permit a Participant to satisfy the minimum required withholding obligations (or such higher amount that would not have an adverse accounting effect) with Shares, including Shares that are part of the Restricted Stock Units that gives rise to the withholding requirement. The obligations of the Company under the Plan will be conditioned on such payment or arrangements, and to the extent permissible under Section 409A, the Company will have the right to withhold and deduct any such taxes from any payment of any kind otherwise due to the Participant.

5. Effect of Termination of Employment or Service.

(a) Termination of Service Prior to Cash Bonus Payment Date. If the Participant’s service as an employee for the Company terminates for any reason prior to the date that the Company pays cash bonuses to participants in the Company’s fiscal year 2026 short-term incentive (cash bonus) program (the “STI Cash Bonus Payment Date”), all Restricted Stock Units granted hereunder shall be forfeited.

(b) Termination of Service for Cause. If the Participant’s service as an employee is terminated by the Company for Cause at any time prior to the Vesting Date, all Restricted Stock Units granted to the Participant under this Agreement shall be forfeited.

6. Effect of Change in Control. In the event of a Change in Control, Section 3(d) of the Plan will govern the treatment of the Restricted Stock Units.

7. Miscellaneous.

(a) Legends. A legend may be placed on any certificate(s) or other document(s) delivered to the Participant indicating any restrictions on transferability of the Shares issued pursuant to this Agreement, or any other restrictions that the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal securities laws or any stock exchange on which the Shares are then listed or quoted.

The Company may, in its reasonable discretion, amend this Agreement if it determines that such an amendment is necessary and appropriate to avoid or mitigate the application of any such taxes or penalties. Notwithstanding the foregoing, neither the Company nor the administrator shall have any obligation to take any action to prevent the assessment of any additional tax or penalty on the Participant under Section 409A, and neither the Company nor the administrator will have any liability to the Participant for such tax or penalty. Notwithstanding any other provision of this Agreement or any Deferral Election to the contrary, (i) any amounts payable hereunder on account of a termination of the Participant’s employment and which are subject to Section 409A (or any exemption therefrom that requires the occurrence of a “separation from service” as a condition to payment) shall not be paid until the Participant has experienced a “separation from service” within the meaning of Section 409A and (ii) if the Participant is a “specified employee” within the meaning of Section 409A with a valid Deferral Election, then any settlement that would otherwise have occurred pursuant to the Deferral Election during the six-month period following the Participant’s “separation from service” (within the meaning of Section 409A) shall instead be settled in the seventh month following the Participant’s separation from service or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Participant’s death).

(c) Award Subject to Company Clawback. Any adjustment in financial reporting may result in application of the Clawback Policy of the Company.

(d) No Right to Continued Employment or Service. The Participant’s right, if any, to continue to serve the Company or any Affiliate of the Company as an employee or otherwise will not be enlarged or otherwise affected by the Plan or this Agreement. This Agreement does not restrict the right of the Company or any Affiliate to terminate the Participant’s employment or service at any time.

(e) Adjustments. If any change is made to the outstanding shares of common stock of the Company or the capital structure of the Company, if required, the Shares shall be adjusted in any manner as contemplated by Section 3(c) of the Plan.

(f) Amendment. Subject to the provisions of the Plan and this Agreement, the Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock Unit Award, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant’s rights under this Agreement without the Participant’s consent.

(g) Notices. All notices and other communications required or permitted under this Agreement shall be written and shall be addressed as follows: (i) if to the Company, to the Company’s principal executive office to the attention of its Chief Executive Officer (or such other Person as the Company may designate in writing from time to time or to the Chief Financial Officer in the case that the Chief Executive Officer is the Participant); and (ii) if to the Participant or his or her successor, to the address contained in the Company’s personnel files, or at such other address as that Participant may hereafter designate in writing to the Company. Any such notice or other communication will be deemed duly given: if delivered personally or via recognized overnight delivery service, on the date and at the time so delivered; if sent via telecopier or email, on the date and at the time telecopied or emailed with confirmation of delivery; or, if mailed, five (5) days after the date of mailing by registered or certified mail. A party may change its address for the purpose hereof by giving notice in accordance with the provisions of this Section 7(g).

(h) Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock Units may be transferred by will or the laws of descent or distribution.

(i) Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company in whole or in part at any time, in its discretion, subject to the provisions of Section 11 of the Plan. The grant of the Award of Restricted Stock Units in this Agreement does not create any contractual right or other right to receive any Awards of Restricted Stock Units or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment or service with the Company.

(j) Termination of Other Benefits. The value of the Participant’s Award of Restricted Stock Units is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

(k) Interpretation. This Agreement is subject to and controlled by the Plan. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company. This Agreement (and any valid Deferral Election relating thereto) is the final, complete and exclusive expression of the understanding between the parties and supersedes any prior or contemporaneous agreement or representation, oral or written, between them relating to this Award or Agreement. In the event that any provision of this Agreement shall be held to be illegal or unenforceable, such provision shall be severed from this Agreement and the entire Agreement shall not fail on account thereof, but shall otherwise remain in full force and effect. As used herein, the masculine pronoun shall include the feminine and the neuter, as appropriate to the context. Unless the context otherwise requires, references herein to a “Section” means a Section of this Agreement. Section headings contained herein are for convenience only and shall not alter any of the parties’ respective rights or obligations hereunder.

(l) Governing Law. This Agreement, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Alabama, without reference to principles of conflict of laws, and construed accordingly.

(m) Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall be deemed one and the same instrument.

(n) Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Award of Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement.

(o) Deferral. To the extent permitted by the Company, the Participant may elect to defer settlement of his or her vested (if any) Restricted Stock Units, and the recognition of taxable income with respect to such settlement, by making a timely deferral election on a form provided by the Company. If the Participant makes a valid deferral election, the Participant will recognize ordinary income when the deferred Restricted Stock Units settle.

(signature page immediately follows)

IN WITNESS WHEREOF, this Agreement has been executed effective as of the date first set forth above.


LAKELAND INDUSTRIES, INC.

By:
Name:
Title:

Participant


Name (print):

APPENDIX A – 2026 PERFORMANCE MEASURES

EX-10.5 6 d22783dex105.htm EX-10.5 EX-10.5

Exhibit 10.5

LAKELAND INDUSTRIES, INC.

2017 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Employee – 30% Kicker Award for Salary Election in Equity)

This Restricted Stock Unit Award Agreement (this “Agreement”) is made effective as of the Date of Grant specified below, by and between Lakeland Industries, Inc., a Delaware corporation (the “Company”), and the Participant specified below.



Participant		[Name]

Date of Grant		[Date]

Number of Restricted Stock Units		[ ] Restricted Stock Units

Vesting Schedule		Subject to Section 5 of this Agreement regarding early termination, vesting of the Restricted Stock Units shall be determined in accordance with Section 1(b) of this Agreement. The period over which the Restricted Stock Units vest is referred to as the “Award Period.”

1. Grant of Restricted Stock Units.

(a) Grant. Pursuant to Section 8 of the Plan, the Company hereby grants to the Participant on the Date of Grant set forth above, an Award of Restricted Stock Units (the “Award”), as may be adjusted pursuant to Section 7(d) hereof (the “Restricted Stock Units”), on the terms and conditions and subject to the terms, conditions and restrictions set forth in this Agreement and the Plan. Each Restricted Stock Unit under this Agreement represents a right to receive one (1) share of common stock, $0.01 par value per share, of the Company (the “Shares”) on the date determined in accordance with this Agreement, provided the vesting conditions of the Award are satisfied. The grant of the Award of Restricted Stock Units is made in consideration of the services to be rendered by the Participant to the Company.

(c) Settlement. Except as otherwise provided in a valid deferral election made by the Participant in accordance with Treasury Regulation Section 1.409A-2 (a “Deferral Election”) and Section 7(b) of this Agreement, the Restricted Stock Units shall be settled as soon as practicable following the Vesting Date, but no later than thirty (30) business days after such Vesting Date. No Shares will be delivered pursuant to this Award unless and until all legal requirements applicable to the issuance or transfer of such Shares have been complied with to the satisfaction of the Company. Subject to the foregoing provisions, Shares issued in settlement of the Restricted Stock Units shall be made either through the issuance to the Participant (or to the executors or administrators of Participant’s estate in the event of the Participant’s death) of a stock certificate or evidence such Shares have been registered in book entry form in the name of the Participant with the Company’s stock transfer agent for a number of Shares equal to the number of vested Restricted Stock Units. The Shares issued upon the settlement of the Restricted Stock Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 7 of this Agreement, the Company’s insider trading policies, any federal, state or foreign law, all applicable requirements of any stock exchange or automated quotation system on which the Company’s Shares may be listed or quoted at the time of such issuance or transfer or any contractual obligation to which the Participant is subject (such as a “lock-up” or “market stand-off” agreement). The Company shall not be required to issue fractional Shares upon the settlement of the Restricted Stock Units.

2. Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, during the Award Period, the Restricted Stock Units and the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto during the Award Period shall be wholly ineffective.

4. Taxes. The Participant has and will obtain independent legal and tax advice regarding this Agreement, the grant of the Restricted Stock Units hereunder and the disposition of any Shares acquired upon settlement of the Restricted Stock Units. By executing this Agreement, the Participant hereby agrees to remit when due any federal or state income or other taxes, which are required to be withheld or that may otherwise be levied against the Participant as a result of this Agreement. To the extent applicable, (i) the Company shall have the right, in its sole discretion, to deduct from any compensation paid to the Participant pursuant to the Plan, or the Participant may make arrangements satisfactory to the Company regarding the payment of, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of any such withholding taxes; and (ii) the Committee may, in its sole discretion, permit a Participant to satisfy any minimum required withholding obligations (or such higher amount that would not have an adverse accounting effect) with Shares, including Shares that are part of the Restricted Stock Units that gives rise to the withholding requirement. The obligations of the Company under the Plan will be conditioned on such payment or arrangements, and, to the extent permissible under Section 409A, the Company will have the right to withhold and deduct any such taxes from any payment of any kind otherwise due to the Participant.

5. Effect of Termination of Employment or Service.

(a) Death or Disability. If the Participant’s service as an employee for the Company terminates because of the death or Disability of the Participant, the Participant (or his or her estate in the event of death) will be entitled to a prorated award, determined by multiplying the award amount by a fraction, the numerator of which will be the number of full months of the Award Period that elapsed prior to the termination of service and the denominator of which will be the total number of full months in the applicable Award Period. The prorated award will be paid on the date on which the Company pays awards in the normal course for such Award Period, in accordance with Section 1(c) of this Agreement.

(b) Other Termination of Service. If the Participant’s service as an employee terminates for any reason except death or Disability, any Restricted Stock Units that are not vested on the date of such termination shall be forfeited immediately; provided that the Committee shall have discretion to determine whether any of the otherwise unvested Restricted Stock Units granted hereunder shall continue to vest over the Award Period in full or on a pro rata basis, determined by multiplying the award amount by a fraction, the numerator of which will be the number of full months of the Award Period that elapsed prior to the termination of service and the denominator of which will be the total number of full months in the Award Period. The Committee’s determination under this Section 5(b) shall be final and binding upon the Participant. Notwithstanding Section 1(b), if Participant’s service as an employee is terminated by the Company for Cause, any Restricted Stock Units that are not vested on the date of such termination shall be forfeited.

6. Effect of Change in Control. In the event of a Change in Control, Section 3(d) of the Plan will govern the treatment of the Restricted Stock Units.

7. Miscellaneous.

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(b) Section 409A of the Code. It is intended that the Award of Restricted Stock Units granted pursuant to this Agreement (as well as any valid Deferral Election relating thereto) and the provisions of this Agreement be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and interpretive guidance issued thereunder (“Section 409A”), and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company may, in its reasonable discretion, amend this Agreement if it determines that such an amendment is necessary and appropriate to avoid or mitigate the application of any such taxes or penalties. Notwithstanding the foregoing, neither the Company nor the administrator shall have any obligation to take any action to prevent the assessment of any additional tax or penalty on the Participant under Section 409A, and neither the Company nor the administrator will have any liability to the Participant for such tax or penalty. Notwithstanding any other provision of this Agreement or any Deferral Election to the contrary, (i) any amounts payable hereunder on account of a termination of the Participant’s service and which are subject to Section 409A (or any exemption therefrom that requires the occurrence of a “separation from service” as a condition to payment) shall not be paid until the Participant has experienced a “separation from service” within the meaning of Section 409A and (ii) if the Participant is a “specified employee” within the meaning of Section 409A with a valid Deferral Election, then any settlement that would otherwise have occurred pursuant to the Deferral Election during the six-month period following the Participant’s “separation from service” (within the meaning of Section 409A) shall instead be settled in the seventh month following the Participant’s separation from service or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Participant’s death).

(e) Amendment. Subject to the provisions of the Plan and this Agreement, the Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock Unit Award, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant’s rights under this Agreement without the Participant’s consent.

(g) Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock Units may be transferred by will or the laws of descent or distribution.

3 of 5

(h) Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company in whole or in part at any time, in its discretion, subject to the provisions of Section 11 of the Plan. The grant of the Award of Restricted Stock Units in this Agreement does not create any contractual right or other right to receive any Awards of Restricted Stock Units or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment or service with the Company.

(i) Impact on Other Benefits. Unless otherwise provided by the applicable plan or program, the value of the Participant’s Award of Restricted Stock Units is not part of his or her normal or expected compensation for purposes of calculating any applicable severance, retirement, welfare, insurance, or other employee benefit.

(j) Interpretation. This Agreement is subject to and controlled by the Plan. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company. This Agreement (and any valid Deferral Election relating thereto) is the final, complete, and exclusive expression of the understanding between the parties and supersedes any prior or contemporaneous agreement or representation, oral or written, between them relating to this Award or Agreement. In the event that any provision of this Agreement shall be held to be illegal or unenforceable, such provision shall be severed from this Agreement and the entire Agreement shall not fail on account thereof, but shall otherwise remain in full force and effect. As used herein, the masculine pronoun shall include the feminine and the neuter, as appropriate to the context. Unless the context otherwise requires, references herein to a “Section” means a Section of this Agreement. Section headings contained herein are for convenience only and shall not alter any of the parties’ respective rights or obligations hereunder.

(m) Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Award of Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement.

(n) Deferral. To the extent permitted by the Company, the Participant may elect to defer settlement of his or her vested (if any) Restricted Stock Units, and the recognition of taxable income with respect to such settlement, by making a timely deferral election on a form provided by the Company. If the Participant makes a valid deferral election, the Participant will recognize ordinary income when the deferred Restricted Stock Units settle.

(signature page immediately follows)

4 of 5

IN WITNESS WHEREOF, this Agreement has been executed effective as of the date first set forth above.


LAKELAND INDUSTRIES, INC.

By:
Name:
Title:

Participant


Name (print):

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EX-31.1 7 d22783dex311.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James M. Jenkins, certify that:

I have reviewed this report on Form 10-Q of Lakeland Industries, Inc. (the “registrant”);

Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements and other financial information included in this report fairly present, in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant, and we have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: September 9, 2025


By:		/s/ James M. Jenkins
Chief Executive Officer, President and Executive Chairman

EX-31.2 8 d22783dex312.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Roger D. Shannon, certify that:

I have reviewed this report on Form 10-Q of Lakeland Industries, Inc. (the “registrant”);

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: September 9, 2025


By:		/s/ Roger D. Shannon
Chief Financial Officer and Secretary

EX-32.1 9 d22783dex321.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to 18 USC. § 1350, As Adopted Pursuant to

§ 906 of the Sarbanes-Oxley Act of 2002

In connection with the filing with the Securities and Exchange Commission of the Quarterly Report of Lakeland Industries, Inc. (the “Company”) on Form 10-Q for the period ended July 31, 2025 (the “Report”), I, James M. Jenkins, Chief Executive Officer, President and Executive Chairman of the Company, certify, pursuant to 18 USC. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods described therein.

/s/ James M. Jenkins

James M. Jenkins

Chief Executive Officer, President and Executive Chairman

September 9, 2025

EX-32.2 10 d22783dex322.htm EX-32.2 EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to 18 USC. § 1350, As Adopted Pursuant to

§ 906 of the Sarbanes-Oxley Act of 2002

In connection with the filing with the Securities and Exchange Commission of the Quarterly Report of Lakeland Industries, Inc. (the “Company”) on Form 10-Q for the period ended July 31, 2025 (the “Report”), I, Roger D. Shannon, Chief Financial Officer and Secretary of the Company, certify, pursuant to 18 USC. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods described therein.

/s/ Roger D. Shannon

Roger D. Shannon

Chief Financial Officer and Secretary

September 9, 2025