[Form 4] Duluth Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 Overview: President and Director William C. Emerson reported substantial equity transactions related to Rocket Companies, Inc. (RKT) on 06/30/2025. The filing reflects issuance of Class L-1 and Class L-2 common stock following Rocket’s previously announced Up-C structure collapse.

• Securities acquired: 14,134,895 Class L-1 and 14,134,896 Class L-2 shares to the William C. Emerson Trust; plus 1,413,489 Class L-1 and 1,413,490 Class L-2 shares to each of two family trusts (Nicole Christine Emerson 2012 and Sean William Emerson 2012).
• Consideration: Shares were received at a stated price of $0 per footnote (conversion/recapitalisation, not open-market purchase).
• Transfer & conversion restrictions: L-1 shares locked until 06/30/2026; L-2 shares until 06/30/2027. After lock-ups, each converts 1-for-1 into Class A common stock; automatic conversion occurs upon transfer or if voting power threshold falls.
• Prior holdings: Emerson now indirectly owns 28,269,791 Class L shares through his trust and an additional 5,653,958 Class L shares through family trusts. He directly holds 859,204 Class A shares (includes 453,422 unvested RSUs).
• Corporate context: The Up-C Collapse exchanged Rock Holdings Inc. voting shares for Rocket Class L stock at a fixed 56.54 exchange ratio, simplifying capital structure and migrating legacy owners into Rocket’s equity stack.

The transaction is a non-cash internal recapitalisation; no shares were sold. The filing underscores management’s enlarged economic stake and foreshadows future potential dilution of Class A share count once conversion restrictions lift.

Positive

• Simplified capital structure after Up-C collapse may enhance transparency and governance.
• Increased insider ownership aligns executive incentives with public shareholders.
• Lock-up periods through 2026-27 reduce immediate selling pressure.

Negative

• Future dilution risk when 34 M Class L shares convert into Class A stock.
• Voting control concentration remains high until Class L automatic conversion thresholds are met.

Insights

Corporate Governance Analyst

TL;DR: Up-C collapse consolidates control, locks insiders until 2026-27, increasing transparency but adds future dilution risk.

The form documents the mechanical issuance of ~34 M Class L shares to President Emerson-controlled trusts. Because the shares stem from an agreed structural collapse, the issuance does not reflect discretionary buying or selling. Nevertheless, it materially increases declared insider ownership, aligning management incentives with public shareholders. The two-tier lock-up mitigates immediate market overhang and reinforces stability through mid-2027. From a governance lens, replacing complex RHI ownership with Class L shares plus scheduled conversions simplifies voting architecture, potentially improving investor visibility. Future automatic conversions could expand the Class A float, so monitoring the 79 % voting-power trigger is essential.

Equity Analyst

TL;DR: Neutral near-term share price effect; structural simplification positive, but eventual Class A dilution looms.

The issuance itself is non-monetary; thus, cash flow and P&L are unaffected. However, the aggregate 34 M Class L shares represent ~2.6 % of Rocket’s 1.31 B fully diluted share count (based on latest 10-Q), signalling potential dilution once convertible. The staggered lock-ups postpone that impact by at least one year, giving management time to demonstrate earnings leverage from the simplified structure. Investors should incorporate the prospective share conversion into valuation models, especially around June 2026-27 when the overhang could become actionable. On balance, simplification is strategically constructive, so I assign an overall neutral-to-slightly-positive rating.

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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	06/30/2025		A(1)	V	1,000	A	$1.42	305,679	D
Class B Common Stock								54,660	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. These shares were acquired under the Duluth Holdings Inc. Employee Stock Purchase Plan.

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

	Dennis F. Connolly, as POA	07/02/2025
	** 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

How many Rocket (RKT) shares did William C. Emerson acquire on 06/30/2025?

He indirectly received 28,269,791 Class L shares via his trust plus 5,653,958 Class L shares via two family trusts.

What are Class L-1 and Class L-2 shares in Rocket Companies?

They are new share classes created in the Up-C collapse; each converts 1-for-1 into Class A stock after specific lock-ups (2026 for L-1, 2027 for L-2).

Did the Rocket insider pay cash for the shares reported on Form 4?

No. The shares were issued at $0 consideration as part of the internal recapitalisation agreement.

When can the newly issued Class L shares be sold or transferred?

Class L-1 cannot be transferred before 06/30/2026; Class L-2 before 06/30/2027, subject to limited exceptions.

What is the impact of the Up-C collapse on Rocket Companies’ share structure?

It exchanges legacy RHI shares for Rocket Class L stock, consolidating ownership under Rocket while introducing future convertible shares that may expand the Class A float.