Duluth Holdings SEC Filings

Duluth Holdings Inc. is calling shareholders to its 2026 annual meeting on June 3, 2026 at its Wisconsin headquarters. Shareholders of record on March 27, 2026 will vote on electing eight directors, approving executive pay on an advisory basis, and ratifying KPMG as independent auditors for fiscal 2026.

The company has dual-class stock with 3,364,200 Class A shares carrying ten votes each and 34,764,498 Class B shares carrying one vote each, giving founder Stephen L. Schlecht majority voting control and “controlled company” status under NASDAQ rules. Six of eight director nominees are independent, and all incumbent directors met at least 75% attendance in fiscal 2025.

The proxy describes extensive related-party lease arrangements with entities controlled by Mr. and Mrs. Schlecht, executive employment and severance terms, and significant inducement equity grants, including 1,759,532 Class B shares granted to CEO Stephanie L. Pugliese. For fiscal 2025, she received total compensation of $4.6 million, while the company reported a net loss of $16.4 million.

DULUTH HOLDINGS INC. executive Garth N. Weber, SVP of Brand and Marketing, reported a routine tax-related share disposition. On April 8, 2026, 1,674 shares of Class B Common Stock were withheld at $3.39 per share to cover taxes when restricted stock vested. This was not an open-market sale but a payment of tax withholding using shares. After this event, Weber directly owned 170,384 Class B shares, indicating he retained a substantial equity position while settling the associated tax obligation.

DULUTH HOLDINGS INC. senior vice president David Homolka reported a routine share withholding tied to equity compensation. On April 8, 2026, 3,425 shares of Class B Common Stock were withheld at $3.39 per share to satisfy tax obligations when restricted stock vested. After this non-market transaction, he directly holds 376,174 shares, so the event reflects compensation-related tax settlement rather than an open-market sale.

DULUTH HOLDINGS INC. senior vice president Richard W. Schlecht reported a routine tax-related share disposition tied to equity compensation. On April 8, 2026, 3,162 shares of Class B common stock were withheld at $3.39 per share to satisfy tax obligations upon vesting of restricted stock.

After this withholding, Schlecht directly owns 400,059 Class B shares. He also has indirect beneficial ownership of 88,660 Class B shares held in UTMA accounts for his children, as disclosed in the filing footnotes.

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.

DULUTH HOLDINGS INC. senior vice president David Homolka reported routine equity compensation activity involving the company’s Class B common stock. On March 31, he acquired 1,000 shares at $1.76 per share through the Duluth Holdings Inc. Employee Stock Purchase Plan, increasing his direct holdings.

On April 4, 1,312 shares were withheld at a price of $3.09 per share to satisfy tax obligations tied to the vesting of restricted stock, a non-market, tax-withholding disposition rather than an open-market sale. After these transactions, Homolka directly holds 379,599 Class B shares, indicating these movements are small compared with his overall position.

Duluth Holdings Inc. filed Amendment No. 2 to a Schedule 13D updating the ownership of President and Chief Executive Officer Stephanie L. Pugliese in the company’s Class B common stock. As of March 23, 2026, she beneficially holds 2,477,160 shares, representing 7.3% of the outstanding Class B common stock.

This stake includes an equity compensation grant of 730,159 shares awarded on March 23, 2026 under her Employment Agreement and a Restricted Stock Agreement. These granted shares vest in three equal annual installments on the first, second and third anniversaries of the grant date, subject to her continued employment and other terms. She has sole voting power over all 2,477,160 shares and sole dispositive power over 543,980 shares. The only transaction in the past 60 days is this grant, and future annual equity grants are expected to be made under Duluth’s 2024 Equity Incentive Plan or its successor.

PUGLIESE STEPHANIE L. reported acquisition or exercise transactions in this Form 4 filing.

Duluth Holdings Inc. reported that President and CEO Stephanie L. Pugliese received a grant of 730,159 shares of Class B common stock as a restricted stock award priced at $0.00 per share. These restricted shares vest in three equal installments commencing on March 23, 2027.

After this award, she directly holds 2,447,160 shares of Class B common stock. The filing also notes 12,849 shares held indirectly by one of her children, for which she disclaims beneficial ownership, and that she no longer has a reportable interest in 11,849 shares held by another child.

DULUTH HOLDINGS INC. reported that SVP of Brand and Marketing Garth N. Weber acquired 69,746 shares of Class B Common Stock as a stock award on March 23, 2026. The grant was made at no cash cost to him as part of equity compensation.

These are restricted shares granted under the company’s 2024 Equity Incentive Plan and will vest in three equal installments beginning on March 23, 2027. After this award, Weber directly holds 172,058 shares of Class B Common Stock, illustrating a larger ongoing equity stake tied to long-term performance.