Duluth (DLTH) SVP adds ESPP shares while covering taxes on vested stock

Rhea-AI Filing Summary

Duluth Holdings SVP Richard W. Schlecht reported routine equity compensation moves. On March 31, he acquired 1,000 shares of Class B Common Stock at $1.76 per share through the company’s Employee Stock Purchase Plan. On April 4, 1,211 shares were disposed of to satisfy tax withholding on vested restricted stock, which is not an open-market sale. Following these transactions, he holds 403,221 Class B shares directly and 88,660 shares indirectly in UTMA accounts for his children.

Insights

Equity compensation analyst

Routine ESPP purchase and tax withholding with substantial holdings retained.

Richard W. Schlecht, SVP of Product Development & Sourcing at Duluth Holdings, acquired 1,000 shares of Class B Common Stock at $1.76 per share via the Employee Stock Purchase Plan. This is a compensation-related acquisition, not an open-market bet.

A separate disposition of 1,211 shares at $3.09 on tax-withholding code F covered obligations on restricted stock vesting, again not a market sale. Afterward, he still directly owns 403,221 shares and indirectly 88,660 shares in UTMA accounts, so the transactions are small relative to his overall position.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Schlecht Richard W

Role SVP, Product Dev. & Sourcing

Type	Security	Shares	Price	Value
Tax Withholding	Class B Common Stock	1,211	$3.09	$4K
Grant/Award	Class B Common Stock	1,000	$1.76	$2K
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 403,221 shares (Direct); Class B Common Stock — 88,660 shares (Indirect, By Children)

Footnotes (1)

1. These shares were acquired under the Duluth Holdings Inc. Employee Stock Purchase Plan. 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

ESPP acquisition: 1,000 shares at $1.76 Tax withholding shares: 1,211 shares at $3.09 Direct holdings after transactions: 403,221 shares +1 more

4 metrics

ESPP acquisition 1,000 shares at $1.76 Class B Common Stock acquired March 31 via Employee Stock Purchase Plan

Tax withholding shares 1,211 shares at $3.09 Shares used to satisfy tax withholding on restricted stock vesting April 4

Direct holdings after transactions 403,221 shares Class B Common Stock held directly following reported transactions

Indirect UTMA holdings 88,660 shares Class B Common Stock held in UTMA accounts by reporting person’s children

Key Terms

Employee Stock Purchase Plan, restricted stock, UTMA accounts

3 terms

Employee Stock Purchase Plan financial

"These shares were acquired under the Duluth Holdings Inc. Employee Stock Purchase Plan."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

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."

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)
03/31/2026

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	03/31/2026		A(1)	V	1,000	A	$1.76	404,432	D
Class B Common Stock	04/04/2026		F		1,211(2)	D	$3.09	403,221	D
Class B Common Stock								88,660	I	By Children(3)

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. These shares were acquired under the Duluth Holdings Inc. Employee Stock Purchase Plan.

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

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

	Dennis F. Connolly, as POA	04/07/2026
	** 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 transactions did DLTH executive Richard Schlecht report on this Form 4?

Richard Schlecht reported two main entries: an acquisition of 1,000 Class B shares at $1.76 via Duluth’s Employee Stock Purchase Plan and a disposition of 1,211 shares at $3.09 to cover tax withholding on vested restricted stock.

Was the DLTH insider’s share disposition an open-market sale?

No. The 1,211-share disposition was coded “F” and described as shares used to satisfy tax withholding on restricted stock vesting. This is a non-market event where shares are withheld to pay taxes, not a discretionary sale on the open market.

How many Duluth Holdings (DLTH) shares does Richard Schlecht hold after these transactions?

After the reported transactions, Richard Schlecht directly holds 403,221 Class B shares and indirectly holds 88,660 shares in UTMA accounts for his children. These figures show a substantial continuing ownership position following the ESPP purchase and tax withholding.

What is the significance of the 1,000 DLTH shares acquired by Richard Schlecht?

The 1,000 shares were acquired at $1.76 per share under Duluth Holdings’ Employee Stock Purchase Plan. This reflects routine participation in a company benefit program rather than a large, directional market purchase, given his over 403,000 shares held directly afterward.

What does it mean that some DLTH shares are held in UTMA accounts for Richard Schlecht’s children?

The Form 4 notes 88,660 shares of Class B Common Stock are held in UTMA accounts for his children, reported as indirect ownership. UTMA accounts are custodial accounts for minors, so these shares are associated with his family rather than held directly in his own name.