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Stephanie L. Pugliese filed Amendment No. 3 to her Schedule 13D regarding Duluth Holdings Inc. Class B common stock. As of May 5, 2026, she beneficially owns 2,265,225 shares, representing 6.8% of the outstanding Class B shares.
The filing notes that 387,097 shares vested under an Inducement Restricted Stock Award Agreement effective May 5, 2025, and the issuer withheld 181,935 of those shares to cover tax obligations. Ms. Pugliese has sole voting power over 2,265,225 shares and sole dispositive power over 749,142 shares.
Duluth Holdings Inc. President and CEO Stephanie L. Pugliese reported a tax-related share disposition. On the reported date, 181,935 shares of Class B Common Stock were used to satisfy a tax withholding obligation upon the vesting of restricted stock at $3.31 per share, leaving her with 2,265,225 Class B shares held directly.
An additional 12,849 Class B shares are held by one of her children. Pugliese expressly disclaims beneficial ownership of those child-held shares, which are reported as an indirect holding and are not treated as her personal economic interest for Section 16 purposes.
Williams Scott K reported acquisition or exercise transactions in this Form 4 filing.
DULUTH HOLDINGS INC. director Scott K. Williams received an award of 5,455 shares of Class B Common Stock as equity compensation. The shares were granted at no cash cost per share and were issued under the company’s 2024 Equity Incentive Plan in lieu of a quarterly cash retainer for board service. Following this grant, Williams directly holds 142,084 shares of Class B Common Stock.
Kennedy Janet H reported acquisition or exercise transactions in this Form 4 filing.
Duluth Holdings Inc. director Janet H. Kennedy received an award of 4,545 shares of Class B Common Stock. The shares were granted under the company’s 2024 Equity Incentive Plan in lieu of her quarterly cash retainer for board service. Following this compensation grant, she directly holds 116,673 Class B shares.
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.