Stephen L. Schlecht details 28.5% Class B ownership in Duluth (NASDAQ: DLTH)

Rhea-AI Filing Summary

Duluth Holdings Inc. (DLTH) filed an amended Schedule 13G/A reporting the holdings of founder Stephen L. Schlecht in the company’s dual-class stock structure. Schlecht is reported as beneficially owning 10,483,788 shares for Schedule 13G purposes, representing 28.5% of the Class B Common Stock.

The filing explains that this amount includes 3,364,200 shares of Class A Common Stock and 7,119,588 shares of Class B Common Stock

The 28.5% ownership percentage is calculated using 33,361,992 Class B shares outstanding as of December 15, 2025, plus Schlecht’s Class A shares treated as converted into Class B solely for this calculation. The filing notes that Class A shares carry ten votes per share, while Class B shares carry one vote per share, so the reported percentage does not capture Schlecht’s higher voting influence.

02/13/2026 - 04:20 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)

DULUTH HOLDINGS INC.

(Name of Issuer)

Class B Common Stock, no par value per share

(Title of Class of Securities)

26443V101

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 26443V101

1

Names of Reporting Persons

SCHLECHT STEPHEN L.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 10,483,788.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 10,483,788.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,483,788.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

28.5 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: DULUTH HOLDINGS INC.
(b)	Address of issuer's principal executive offices: 201 EAST FRONT STREET, MOUNT HOREB, WISCONSIN, 53572.
Item 2.
(a)	Name of person filing: Stephen L. Schlecht
(b)	Address or principal business office or, if none, residence: 201 East Front Street Mount Horeb, Wisconsin 53572
(c)	Citizenship: United States
(d)	Title of class of securities: Class B Common Stock, no par value per share
(e)	CUSIP No.: 26443V101
Item 4.	Ownership
(a)	Amount beneficially owned: The information contained in Items 5 - 11 on the cover page is incorporated herein by reference. Shares reported consist of 3,364,200 shares of Class A Common Stock and 7,119,588 shares of Class B Common Stock held by Mr. Schlecht. The Class A Shares are held in the Duluth Holdings Inc. Voting Trust, of which Mr. Schlecht is the sole trustee. As sole trustee, he has sole voting and dispositive power with respect to these such shares. Each share of Class A Common Stock reported is convertible at any time into one share of Class B Common Stock.
(b)	Percent of class: The percentage calculated in Item 11 is based on the aggregate number of shares of Class A Common Stock beneficially owned by Mr. Schlecht, which is treated as converted into Class B Common Stock only for purposes of computing the percentage ownership of the Reporting Person. The percentage calculated in Item 11 is based on 33,361,992 shares of Class B Common Stock outstanding as of December 15, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended November 2, 2025 and as filed with the SEC on December 17, 2025, plus the shares of Class A Common Stock beneficially owned by Mr. Schlecht, which are treated as converted into Class B Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. Each share of Class B Common Stock is entitled to one vote, and each share of Class A Common Stock is entitled to ten votes. There were 3,364,200 shares of Class A Common Stock outstanding as of December 15, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended November 2, 2025 and as filed with the SEC on December 17, 2025, all of which are beneficially owned by Mr. Schlecht. The percentage reported does not reflect the ten for one voting power of the Class A Common Stock.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: For information on voting and dispositive power with respect to the above listed shares, see items 5 - 9 on the cover page.
	(ii) Shared power to vote or to direct the vote:
	(iii) Sole power to dispose or to direct the disposition of:
	(iv) Shared power to dispose or to direct the disposition of:
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

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.

SCHLECHT STEPHEN L.

Signature:	/s/ Stephen L. Schlecht
Name/Title:	Stephen L. Schlecht
Date:	02/13/2026

FAQ

What does Duluth Holdings (DLTH) disclose in this Schedule 13G/A amendment?

The amendment reports Stephen L. Schlecht’s beneficial ownership of Duluth Holdings stock, totaling 10,483,788 shares for Schedule 13G purposes. It clarifies how his Class A and Class B holdings are counted and explains the dual-class structure and voting power implications.

How many Duluth Holdings (DLTH) shares does Stephen L. Schlecht beneficially own?

Stephen L. Schlecht is reported as beneficially owning 10,483,788 shares for Schedule 13G purposes. This includes 3,364,200 Class A shares and 7,119,588 Class B shares, with Class A shares treated as convertible into Class B solely for the ownership percentage calculation.

What percentage of Duluth Holdings’ Class B stock does Stephen L. Schlecht control?

The filing states that Schlecht’s holdings represent 28.5% of the Class B Common Stock. This percentage is based on 33,361,992 Class B shares outstanding as of December 15, 2025, plus his Class A shares counted as if converted into Class B for this computation.

How is the dual-class share structure of Duluth Holdings (DLTH) described in this filing?

Duluth Holdings has Class A and Class B Common Stock. Each Class B share carries one vote, while each Class A share carries ten votes and is convertible at any time into one Class B share, which increases the voting influence of Class A holders like Stephen L. Schlecht.

What voting and dispositive power does Stephen L. Schlecht have over Duluth Holdings shares?

The filing reports that Schlecht has sole voting and sole dispositive power over 10,483,788 shares. His Class A shares are held in the Duluth Holdings Inc. Voting Trust, where he is the sole trustee with authority to vote and dispose of those shares.

How were outstanding shares of Duluth Holdings (DLTH) determined for the 28.5% calculation?

The ownership percentage uses 33,361,992 Class B shares outstanding as of December 15, 2025, plus Schlecht’s Class A shares treated as converted into Class B. These figures are drawn from Duluth Holdings’ Form 10-Q for the quarter ended November 2, 2025.