Duluth Holdings (DLTH) grants 4,545 Class B shares for director pay

Rhea-AI Filing Summary

Kennedy Janet H reported acquisition or exercise transactions in this Form 4 filing.

Duluth Holdings Inc. director Janet H. Kennedy received an award of 4,545 shares of Class B Common Stock. The shares were granted under the company’s 2024 Equity Incentive Plan in lieu of her quarterly cash retainer for board service. Following this compensation grant, she directly holds 116,673 Class B shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kennedy Janet H

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Stock	4,545	$0.00	--

Holdings After Transaction: Class B Common Stock — 116,673 shares (Direct, null)

Footnotes (1)

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Key Figures

Director share grant: 4,545 shares Post-transaction holdings: 116,673 shares Grant price: $0.00 per share

3 metrics

Director share grant 4,545 shares Class B Common Stock awarded for quarterly director retainer

Post-transaction holdings 116,673 shares Janet H. Kennedy direct Class B holdings after grant

Grant price $0.00 per share Equity award issued at no purchase price to the director

Key Terms

Class B Common Stock, 2024 Equity Incentive Plan, quarterly cash retainer

3 terms

Class B Common Stock financial

"Award of Class B Common Stock under the 2024 Equity Incentive Plan"

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.

2024 Equity Incentive Plan financial

"under the 2024 Equity Incentive Plan of Duluth Holdings Inc."

quarterly cash retainer financial

"in lieu of quarterly cash retainer for service as a director"

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^*

Kennedy Janet H

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2026

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	05/03/2026		A		4,545	A	(1)	116,673	D

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. Award of Class B Common Stock under the 2024 Equity Incentive Plan of Duluth Holdings Inc. in lieu of quarterly cash retainer for service as a director.

	Dennis F. Connolly, as POA	05/06/2026
	** 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 did Duluth Holdings (DLTH) report in this Form 4 filing?

Duluth Holdings reported that director Janet H. Kennedy received a grant of 4,545 Class B Common Stock shares. The award was issued as equity compensation under the 2024 Equity Incentive Plan instead of paying her normal quarterly cash retainer for board service.

How many Duluth Holdings (DLTH) shares did Janet H. Kennedy receive?

Janet H. Kennedy received 4,545 shares of Duluth Holdings Class B Common Stock. These shares were granted at no purchase price to her as a director, functioning as stock-based compensation under the company’s 2024 Equity Incentive Plan for her quarterly board retainer.

What are Janet H. Kennedy’s Duluth Holdings (DLTH) holdings after this grant?

After the 4,545-share grant, Janet H. Kennedy directly holds 116,673 shares of Duluth Holdings Class B Common Stock. This total reflects her position immediately following the equity award reported in this Form 4, giving investors a snapshot of her current direct ownership stake.

Was the Duluth Holdings (DLTH) share grant an open-market purchase or sale?

The transaction was not an open-market purchase or sale. It was coded as a grant or award acquisition, providing 4,545 Class B shares to director Janet H. Kennedy as compensation under the 2024 Equity Incentive Plan instead of paying a regular quarterly cash retainer.

Why did Duluth Holdings (DLTH) grant shares to Janet H. Kennedy?

Duluth Holdings granted shares to Janet H. Kennedy as compensation for board service. The footnote states the Class B Common Stock award was issued under the 2024 Equity Incentive Plan in lieu of her quarterly cash retainer, shifting part of her pay into equity rather than cash.