Duluth (NASDAQ: DLTH) SVP uses Class B shares to cover tax bill

Rhea-AI Filing Summary

DULUTH HOLDINGS INC. senior vice president Richard W. Schlecht reported a routine tax-related share disposition tied to equity compensation. On April 8, 2026, 3,162 shares of Class B common stock were withheld at $3.39 per share to satisfy tax obligations upon vesting of restricted stock.

After this withholding, Schlecht directly owns 400,059 Class B shares. He also has indirect beneficial ownership of 88,660 Class B shares held in UTMA accounts for his children, as disclosed in the filing footnotes.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Schlecht Richard W

Role SVP, Product Dev. & Sourcing

Type	Security	Shares	Price	Value
Tax Withholding	Class B Common Stock	3,162	$3.39	$11K
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 400,059 shares (Direct); Class B Common Stock — 88,660 shares (Indirect, By Children)

Footnotes (1)

1. Represents shares used to satisfy tax withholding obligation upon vesting of restricted stock. These shares are held by reporting person's children in UTMA accounts.

Key Figures

Tax-withholding shares: 3,162 shares Tax-withholding price: $3.39 per share Direct holdings after transaction: 400,059 shares +1 more

4 metrics

Tax-withholding shares 3,162 shares Class B common stock used to satisfy tax obligation on April 8, 2026

Tax-withholding price $3.39 per share Value for Class B shares used for tax withholding

Direct holdings after transaction 400,059 shares Class B common stock directly owned by Schlecht after withholding

Indirect holdings via children 88,660 shares Class B common stock in UTMA accounts held by children

Key Terms

restricted stock, UTMA accounts, tax withholding obligation, Class B Common Stock, +1 more

5 terms

restricted stock financial

"Represents shares used to satisfy tax withholding obligation upon vesting of restricted stock."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

UTMA accounts financial

"These shares are held by reporting person's children in UTMA accounts."

tax withholding obligation financial

"Represents shares used to satisfy tax withholding obligation upon vesting of restricted stock."

Class B Common Stock financial

"security_title: Class B Common Stock"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

indirect ownership financial

"nature_of_ownership: By Children"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schlecht Richard W

(Last) (First) (Middle)

201 EAST FRONT STREET

(Street)

MOUNT HOREB WISCONSIN 53572

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
DULUTH HOLDINGS INC. [ DLTH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Product Dev. & Sourcing

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	04/08/2026		F		3,162(1)	D	$3.39	400,059	D
Class B Common Stock								88,660	I	By Children(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares used to satisfy tax withholding obligation upon vesting of restricted stock.

2. These shares are held by reporting person's children in UTMA accounts.

	Dennis F. Connolly, as POA	04/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did DLTH executive Richard Schlecht report?

Richard W. Schlecht reported shares withheld for taxes, not an open-market trade. On April 8, 2026, 3,162 Class B shares were used to satisfy tax withholding due on vested restricted stock, a common administrative step for equity compensation.

Was the DLTH Form 4 transaction a sale of shares on the market?

The filing shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the company at $3.39 per share to cover tax obligations from restricted stock vesting, so Schlecht did not execute a discretionary market trade.

How many DLTH shares does Richard Schlecht hold after this Form 4?

After the tax withholding, Schlecht directly owns 400,059 Class B shares. The filing also reports 88,660 additional Class B shares held indirectly in UTMA accounts for his children, giving investors a clearer view of his total reported equity exposure.

What does the F transaction code mean in the DLTH Form 4?

The F code indicates shares were used to pay taxes or exercise costs. Here, 3,162 Class B shares were withheld to satisfy tax withholding obligations on restricted stock vesting, making it a compensation-related adjustment rather than an open-market buy or sell.

How are Schlecht’s indirect DLTH holdings structured?

The Form 4 notes 88,660 Class B shares held indirectly “By Children” in UTMA accounts. These accounts are for the benefit of his children, and the filing attributes beneficial ownership of those shares to Schlecht as part of his reported indirect holdings.