Duluth (DLTH) CEO granted 730,159 shares, now owns 7.3%

Rhea-AI Filing Summary

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

DULUTH HOLDINGS INC.

(Name of Issuer)

Class B Common Stock, no par value per share

(Title of Class of Securities)

26443V101

(CUSIP Number)

Dennis F. Connolly
Godfrey & Kahn, S.C., 833 E. Michigan Street, Suite 1800
Milwaukee, WI, 53202
414-273-3500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/23/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 26443V101

1

Name of reporting person

PUGLIESE STEPHANIE L.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,477,160.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 543,980.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,477,160.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class B Common Stock, no par value per share
(b)	Name of Issuer: DULUTH HOLDINGS INC.
(c)	Address of Issuer's Principal Executive Offices: 201 EAST FRONT STREET, 201 EAST FRONT STREET, MOUNT HOREB, WISCONSIN , 53572.
Item 1 Comment: This Amendment No. 2 to Schedule 13D amends and supplements the initial Statement on Schedule 13D originally filed on April 7, 2025, as amended on May 7, 2025 (the "Original Schedule 13D") relating to the shares of Class B common stock, no par value per share ("Common Stock"), of Duluth Holdings Inc., a Wisconsin corporation (the "Issuer"). Unless otherwise defined or modified below, capitalized terms used in this Amendment No. 2 to Schedule 13D shall have the meaning ascribed to them in the Original Schedule 13D. All disclosure for items contained in the Original Schedule 13D where no new information is provided for such item in this Amendment No. 2 to Schedule 13D is incorporated herein by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	As of March 23, 2026, Ms. Pugliese holds an aggregate of 2,477,160 shares of Common Stock, including 730,159 shares of Common Stock granted by the Issuer to Ms. Pugliese on March 23, 2026 in accordance with the terms of the First Amendment to Employment Agreement, effective March 9, 2026, between the Issuer and Ms. Pugliese (the "First Amendment"), which amended the original employment agreement between the Issuer and Ms. Pugliese, effective May 5, 2025 (the "Original Agreement," and collectively with the First Amendment, the "Employment Agreement") and the Restricted Stock Agreement, effective March 23, 2026, between the Issuer and Ms. Pugliese (the "Restricted Stock Agreement").
Item 4.	Purpose of Transaction
	The Issuer granted to Ms. Pugliese an aggregate of 730,159 shares of Common Stock in connection with her employment as President and Chief Executive Officer of the Issuer in accordance with the terms of the Employment Agreement and the Restricted Stock Agreement. Ms. Pugliese also serves as a member of the Board of Directors (the "Board") of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	As of March 23, 2026, Ms. Pugliese holds 2,477,160 shares of Common Stock, which represents 7.3% of the shares of Common Stock issued and outstanding. Pursuant to the Employment Agreement, Ms. Pugliese is eligible to receive an annual grant of equity compensation to be based on annual results of her performance review and certain performance metrics as determined by the Board and/or the Compensation Committee of the Board (the "Compensation Committee"), as applicable. For fiscal 2026, and in accordance with the terms of the Employment Agreement, Ms. Pugliese received an equity grant of 730,159 shares of Common Stock, which will vest ratably on the first, second and third anniversaries of the grant date subject to Ms. Pugliese's continuous employment through the respective vesting dates and subject to such other terms and conditions as set forth in the Restricted Stock Agreement. The calculation of 7.3% in this Item 5 and Item 13 of the cover page is based on 34,129,143 shares of Common Stock of the Issuer, which includes: (i) 33,398,984 shares of Common Stock, outstanding as of March 19, 2026 as disclosed in the Issuer's Annual Report on Form 10-K, filed by the Issuer on March 20, 2026, and (ii) 730,159 shares of Common Stock, which the Issuer issued to Ms. Pugliese in connection with the terms of the Employment Agreement.
(b)	Ms. Pugliese has sole voting power over 2,477,160 shares of Common Stock and sole dispositive power 543,980 shares of Common Stock.
(c)	Other than the transaction described above with respect to the grant of 730,159 shares of Common Stock by the Issuer to Ms. Pugliese, no other transactions regarding the Issuer's Common Stock were effected by Ms. Pugliese during the past 60 days.
(d)	No person other than Ms. Pugliese has the right to receive or to direct the power to receive dividends from, or the proceeds from the sale of the shares of, Common Stock owned by Ms. Pugliese.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Issuer granted 730,159 shares of Common Stock to Ms. Pugliese in accordance with the terms of the Employment Agreement and the Restricted Stock Agreement. Future annual grants of equity compensation will be made pursuant to the Issuer's 2024 Equity Incentive Plan, or successor plan, and will be subject to the terms of award agreements.
Item 7.	Material to be Filed as Exhibits.
	A Employment Agreement between Stephanie L. Pugliese and Duluth Holdings Inc., effective as of May 5, 2025, incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed on April 2, 2025. https://www.sec.gov/Archives/edgar/data/1649744/000119312525071322/d936221dex101.htm B Inducement Stock Award Agreement, dated May 5, 2025, by and between Ms. Pugliese and the Issuer, incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed on May 5, 2025. https://www.sec.gov/Archives/edgar/data/1649744/000119312525112846/d944338dex101.htm C Inducement Restricted Stock Award Agreement, dated May 5, 2025, by and between Ms. Pugliese and the Issuer, incorporated by reference to Exhibit 10.2 of the Issuer's Current Report on Form 8-K filed on May 5, 2025. https://www.sec.gov/Archives/edgar/data/1649744/000119312525112846/d944338dex102.htm D First Amendment to Employment Agreement, effective March 9, 2026, by and between Ms. Pugliese and the Issuer, incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K dated March 9, 2026. https://www.sec.gov/Archives/edgar/data/1649744/000119312526105103/d119145dex101.htm E Restricted Stock Agreement, effective March 23, 2026, by and between Ms. Pugliese and the Issuer. F Power of Attorney, incorporated by reference to Exhibit D to Amendment No. 1 of the Schedule 13D/A filed by Stephanie L. Pugliese on May 7, 2025. https://www.sec.gov/Archives/edgar/data/1649740/000089271225000063/poa.pdf

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PUGLIESE STEPHANIE L.

Signature:	/s/ Dennis F. Connolly
Name/Title:	Dennis F. Connolly, Attorney in Fact for Stephanie L. Pugliese (Pursuant to Power of Attorney)
Date:	03/25/2026

FAQ

How many Duluth Holdings (DLTH) shares does Stephanie L. Pugliese beneficially own?

Stephanie L. Pugliese beneficially owns 2,477,160 shares of Duluth Holdings Class B common stock. This represents 7.3% of the company’s outstanding Class B common shares, based on 34,129,143 shares outstanding including the new grant disclosed in the filing.

What new equity grant did Duluth Holdings (DLTH) give CEO Stephanie Pugliese?

Duluth Holdings granted Stephanie Pugliese 730,159 shares of Class B common stock as equity compensation. The grant was made on March 23, 2026 under her Employment Agreement and a Restricted Stock Agreement tied to her role as President and Chief Executive Officer.

How do Stephanie Pugliese’s new Duluth (DLTH) shares vest over time?

The 730,159-share equity grant to Stephanie Pugliese vests ratably over three years. One-third of the shares vest on each of the first, second and third anniversaries of the March 23, 2026 grant date, subject to her continued employment and other agreement terms.

What percentage of Duluth Holdings (DLTH) does Stephanie Pugliese’s stake represent?

Stephanie Pugliese’s 2,477,160 shares of Class B common stock equal 7.3% of Duluth Holdings’ outstanding Class B shares. This percentage is calculated using 34,129,143 shares outstanding, including the 730,159 shares issued to her under the Employment Agreement.

What voting and dispositive power does Stephanie Pugliese have over Duluth (DLTH) shares?

Stephanie Pugliese has sole voting power over all 2,477,160 Duluth Class B shares she beneficially owns. She has sole dispositive power over 543,980 of those shares, meaning she alone decides whether and how those particular shares may be sold or transferred.

What is the purpose of the Duluth (DLTH) Schedule 13D/A Amendment No. 2?

The amendment updates Stephanie Pugliese’s beneficial ownership following a large stock grant. It reflects her total 2,477,160-share stake, the 730,159-share equity award granted March 23, 2026, and confirms that no other Duluth stock transactions occurred in the prior 60 days.