Duluth Holdings (NASDAQ: DLTH) CFO settles tax via share withholding

Rhea-AI Filing Summary

Duluth Holdings Inc. Senior Vice President and CFO Heena Agrawal reported a routine share disposition tied to equity compensation. On the vesting of restricted stock, 17,266 shares of Class B common stock were withheld to satisfy tax obligations, at a value of $2.16 per share. Following this tax-withholding event, she still directly owns 230,827 shares of Class B common stock, indicating that the filing reflects compensation-related mechanics rather than an open-market sale.

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

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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^*

AGRAWAL HEENA

(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)
	Senior Vice President and CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

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	03/17/2026		F		17,266	D	$2.16(1)	230,827	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. Represents shares used to satisfy tax withholding obligation upon vesting of restricted stock.

	Dennis F. Connolly, as POA	03/19/2026
	** 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 Duluth Holdings (DLTH) report for CFO Heena Agrawal?

Duluth Holdings reported that CFO Heena Agrawal had 17,266 Class B shares withheld to cover taxes on vested restricted stock. This is a compensation-related tax-withholding event, not an open-market share purchase or sale, and reflects standard equity award mechanics.

Was the Duluth Holdings (DLTH) CFO’s Form 4 transaction a market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not a market sale. Shares were withheld by the company to satisfy tax obligations upon vesting of restricted stock, a common administrative step in equity compensation programs.

How many Duluth Holdings (DLTH) shares were used for the CFO’s tax withholding?

A total of 17,266 shares of Duluth Holdings Class B common stock were used to satisfy the CFO’s tax withholding obligation. The shares relate to vested restricted stock and were valued at $2.16 per share for this compensation-related transaction.

How many Duluth Holdings (DLTH) shares does the CFO hold after this Form 4 event?

After the tax-withholding disposition, the CFO directly holds 230,827 shares of Duluth Holdings Class B common stock. This indicates that the majority of her equity position remains intact and the filing mainly records routine tax settlement on vested awards.

What does transaction code F mean in the Duluth Holdings (DLTH) Form 4?

Transaction code F indicates shares were delivered to satisfy an exercise price or tax liability. In this Duluth Holdings filing, it specifically reflects shares withheld to cover tax obligations on restricted stock vesting, rather than voluntary buying or selling in the open market.