TLRD Tailored Brands Inc

As previously disclosed by Tailored Brands, Inc. (the “Company”) in a Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 31, 2020 (the “Prior 8-K”), the Board of Directors of the Company, on March 30, 2020, declared a dividend of one preferred share purchase right (a “Right”), payable on April 9, 2020, for each share of common stock, par value $0.01 per share, of the Company outstanding on April 9, 2020 to the shareholders of record on that date. As described in the Prior 8-K, (i) in connection with the distribution of the Rights, the Company entered into a Rights Agreement (the “Rights Agreement”), dated as of March 30, 2020, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent, a copy of which (including exhibits) was filed as Exhibit 4.1 to the Prior 8-K, and (ii) each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Shares”), at a price of $15.00 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment. In connection with the adoption of the Rights Agreement, the Company filed a Statement of Designations of Series A Preferred Stock (the “Statement of Designations”) with the Secretary of State of the State of Texas. The Statement of Designations was accepted by the Secretary of State of the State of Texas on April 2, 2020. A copy of the Statement of Designations is attached hereto as Exhibit 3.1 and incorporated herein by reference.