Stephanie Pugliese (DLTH) reports 6.8% Duluth Holdings Class B stake

Rhea-AI Filing Summary

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.

Key Figures

Beneficial ownership: 2,265,225 shares Ownership percentage: 6.8% Shares outstanding baseline: 33,398,984 shares +5 more

8 metrics

Beneficial ownership 2,265,225 shares Class B common stock beneficially owned as of May 5, 2026

Ownership percentage 6.8% Portion of Class B shares outstanding represented by holdings

Shares outstanding baseline 33,398,984 shares Class B shares outstanding as of March 19, 2026

Shares vested 387,097 shares Vested on May 5, 2026 under Inducement Restricted Stock Award Agreement

Shares withheld for taxes 181,935 shares Withheld by issuer upon vesting to satisfy tax obligations

Sole voting power 2,265,225 shares Shares over which Pugliese has sole voting authority

Sole dispositive power 749,142 shares Shares over which Pugliese has sole power to dispose

Inducement award size 1,173,021 shares Restricted stock granted under Inducement Restricted Stock Award Agreement

Key Terms

Schedule 13D, Inducement Restricted Stock Award Agreement, beneficially owned, sole voting power, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Inducement Restricted Stock Award Agreement financial

"pursuant to an award of restricted stock granted in accordance with the terms of the Inducement Restricted Stock Award Agreement"

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 2,265,225.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Ms. Pugliese has sole voting power over 2,265,225 shares of Common Stock"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"Ms. Pugliese has sole voting power over 2,265,225 shares of Common Stock and sole dispositive power 749,142 shares"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Power of Attorney regulatory

"Power of Attorney, incorporated by reference to Exhibit D to Amendment No. 1"

A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

05/05/2026

(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 2,265,225.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 749,142.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,265,225.00

12

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

13

Percent of class represented by amount in Row (11)

6.8 %

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, MOUNT HOREB, WISCONSIN , 53572.
Item 1 Comment: This Amendment No. 3 to Schedule 13D amends and supplements the initial Statement on Schedule 13D originally filed on April 7, 2025, as amended on May 7, 2025 and March 25, 2026 (as amended, 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. 3 to the 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. 3 to Schedule 13D is incorporated herein by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	As of May 5, 2026, Ms. Pugliese holds an aggregate of 2,265,225 shares of Common Stock. Ms. Pugliese previously acquired 1,173,021 shares of Common Stock pursuant to an award of restricted stock granted in accordance with the terms of the Inducement Restricted Stock Award Agreement between the Issuer and Ms. Pugliese, effective May 5, 2025 (the "Agreement"). Pursuant to the terms of the Agreement, 387,097 shares of Common Stock vested on May 5, 2026, and in connection with such vesting, the Issuer withheld 181,935 shares to satisfy tax withholding obligations.
Item 4.	Purpose of Transaction
	In accordance with the terms of the Agreement, 387,097 shares of Common Stock vested on May 5, 2026. Ms. Pugliese elected to have the Issuer withhold 181,935 of such shares to satisfy tax withholding obligations.
Item 5.	Interest in Securities of the Issuer
(a)	As of May 5, 2026, Ms. Pugliese holds 2,265,225 shares of Common Stock, which represents 6.8% of the shares of Common Stock issued and outstanding. The calculation of 6.8% in this Item 5 and Item 13 of the cover page is based on 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.
(b)	Ms. Pugliese has sole voting power over 2,265,225 shares of Common Stock and sole dispositive power 749,142 shares of Common Stock.
(c)	Other than the transaction described above with respect to the vesting of 387,097 shares of Common Stock and the withholding of 181,935 shares of Common Stock by the Issuer, and the grant of 730,159 shares of Common Stock previously reported in Amendment No. 2 to Schedule 13D filed on March 25, 2026, 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 7.	Material to be Filed as Exhibits.
	A 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 B 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:	Dennis F. Connolly
Name/Title:	Attorney in Fact for Stephanie L. Pugliese
Date:	05/14/2026

FAQ

What ownership stake in Duluth Holdings (DLTH) does Stephanie Pugliese report?

Stephanie Pugliese reports beneficial ownership of 2,265,225 shares of Duluth Holdings Class B common stock, representing 6.8% of the outstanding shares, based on 33,398,984 shares outstanding as of March 19, 2026.

Why did Stephanie Pugliese file Amendment No. 3 to her Schedule 13D for DLTH?

She filed Amendment No. 3 to update her beneficial ownership after 387,097 shares vested under an Inducement Restricted Stock Award Agreement on May 5, 2026, and after the issuer withheld 181,935 vested shares to satisfy related tax withholding obligations.

How many Duluth Holdings shares vested for Stephanie Pugliese and what happened to them?

On May 5, 2026, 387,097 shares of Duluth Holdings Class B common stock vested for Stephanie Pugliese. In connection with this vesting, the company withheld 181,935 of those shares to cover tax withholding obligations, leaving the remainder credited to her beneficial holdings.

What voting and dispositive powers does Stephanie Pugliese have over her DLTH shares?

Stephanie Pugliese has sole voting power over 2,265,225 Duluth Holdings Class B shares and sole dispositive power over 749,142 shares. This means she alone can vote all reported shares and independently decide whether to sell or transfer 749,142 of them.

How was Stephanie Pugliese’s Duluth Holdings ownership percentage of 6.8% calculated?

Her 6.8% ownership was calculated using 2,265,225 shares beneficially owned divided by 33,398,984 Duluth Holdings Class B shares outstanding as of March 19, 2026, a figure disclosed in the company’s Annual Report on Form 10-K filed March 20, 2026.

What is the Inducement Restricted Stock Award Agreement mentioned in the DLTH filing?

The Inducement Restricted Stock Award Agreement, effective May 5, 2025, granted Stephanie Pugliese 1,173,021 restricted Duluth Holdings shares as an inducement award. Shares vest over time, including 387,097 shares that vested on May 5, 2026, subject to tax withholding by the issuer.