Duluth Holdings (DLTH) director granted 6,225 Class B shares as fee

Rhea-AI Filing Summary

Duluth Holdings Inc. director Janet H. Kennedy received an equity grant as part of her board compensation. On 02/01/2026, she was awarded 6,225 shares of Class B Common Stock at no cost under the company’s 2024 Equity Incentive Plan, in lieu of a quarterly cash retainer. After this award, she beneficially owned 112,128 Class B shares directly.

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 WI 53572

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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

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

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

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	02/01/2026		A		6,225	A	(1)	112,128	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	02/03/2026
	** 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.

FAQ

What insider transaction did Duluth Holdings (DLTH) report for Janet H. Kennedy?

Duluth Holdings reported that director Janet H. Kennedy received 6,225 shares of Class B Common Stock on 02/01/2026. The shares were granted at no cost as part of her director compensation under the 2024 Equity Incentive Plan.

How many Duluth Holdings (DLTH) shares does Janet H. Kennedy own after this Form 4?

After the reported transaction, Janet H. Kennedy beneficially owned 112,128 shares of Duluth Holdings Class B Common Stock directly. This total includes the 6,225 shares granted on 02/01/2026 as part of her director compensation.

What was the nature of the 6,225-share grant to Janet H. Kennedy at Duluth Holdings (DLTH)?

The 6,225-share grant was an award of Class B Common Stock under Duluth Holdings’ 2024 Equity Incentive Plan. It was issued in lieu of a quarterly cash retainer for Kennedy’s service as a director on the company’s board.

Did Janet H. Kennedy pay for the Duluth Holdings (DLTH) shares reported in this Form 4?

No, Janet H. Kennedy did not pay for these shares. The 6,225 Class B Common shares were granted at a reported price of $0.0000 per share as equity compensation for her board service, replacing a cash retainer.

What security class is involved in Janet H. Kennedy’s Duluth Holdings (DLTH) Form 4 filing?

The filing involves Duluth Holdings Class B Common Stock. Janet H. Kennedy received 6,225 Class B shares on 02/01/2026 under the company’s 2024 Equity Incentive Plan and now directly holds 112,128 Class B shares in total.

Is the Janet H. Kennedy Form 4 transaction at Duluth Holdings (DLTH) a stock option exercise?

No, the transaction is not an option exercise. It is a direct award of 6,225 shares of Class B Common Stock, granted under the 2024 Equity Incentive Plan in place of a quarterly cash retainer for her service as a director.