UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 919, 2026

DULUTH HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Wisconsin

001-37641

39-1564801

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

201 East Front Street

Mount Horeb, Wisconsin 53572

(Address of principal executive offices, including zip code)

(608) 424-1544

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class B Common Stock, No Par Value	DLTH	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On March 919, 2026, Duluth Holdings Inc. (the “Company”) ~~and~~or ~~Stephanie L. Pugliese, President and Chief Executive Officer of the Company entered into the First Amendment to Employment Agreement, effective March 9, 2026 (~~“~~First~~Duluth ~~Amendment~~Trading”), ~~which~~issued ~~amends~~a ~~Section 2.3~~press ofrelease (the ~~Employment Agreement dated May 5, 2025 (~~“~~Original~~Earnings ~~Agreement~~Press Release”). ~~The~~discussing, ~~First~~among ~~Amendment~~other ~~provides~~things, ~~that~~its ~~Ms. Pugliese~~financial ~~will~~results ~~receive one equity grant~~ for its fiscal ~~year~~fourth ~~2026~~quarter ~~that will vest ratably on the first, second~~ and ~~third~~fiscal ~~anniversaries~~year ofended ~~the grant date~~February 1, ~~subject to her continuous employment on the respective vesting dates and such other terms and conditions as the Board and/or its Compensation Committee approve~~2026. ~~The~~A ~~aggregate~~copy ~~minimum~~of ~~grant date fair value for~~ the ~~fiscal~~Earnings ~~year~~Press ~~2026~~Release ~~equity grant~~ is ~~the~~furnished ~~same~~ as ~~the~~Exhibit ~~aggregate~~99.1 ~~minimum~~to ~~grant~~this ~~date fair value of the fiscal 2026 equity grants provided for in the Original Agreement~~report.

~~The~~Item ~~First Amendment is filed as Exhibit 10~~7.101 ~~herewith~~Regulation ~~and~~FD ~~is incorporated herein by reference~~Disclosure. ~~The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by the full text of such agreement.~~

~~Item~~On 8March 19, 2026, the Company issued an Investor Presentation.01 ~~Other~~A ~~Events~~copy of the Investor Presentation is attached as Exhibit 99.2 and is incorporated by reference herein.

~~Also~~The oninformation ~~March 9,~~reported ~~2026,~~in ~~the~~Items ~~Company~~2.02 and ~~Stephen L~~7.01 ~~Schlecht, Chairman~~ of ~~the~~this ~~Board~~Form of8-K, ~~Directors~~including ofExhibits ~~the~~99.1 ~~Company~~ and ~~Senior Advisor~~99.2, ~~entered~~is ~~into~~not ~~the~~deemed ~~Fourth~~“filed” ~~Amendment~~for tothe ~~Employment~~purposes ~~Agreement,~~of ~~effective March~~Section ~~16,~~18 ~~2026~~of (the ~~“Fourth~~Securities ~~Amendment”).~~Exchange ~~The~~Act ~~Fourth Amendment extends the term~~ of ~~Mr. Schlecht’s~~1934, ~~employment~~or ~~agreement~~otherwise ~~through~~subject to the ~~annual~~liabilities ~~meeting~~ of ~~shareholders~~that ~~in 2028~~section. ~~In addition~~Further, the ~~Fourth~~information ~~Amendment~~reported ~~reduces~~in MrItems 2. ~~Schlecht’s~~02 ~~annual~~and ~~base~~7.01 ~~salary~~of ~~from~~this ~~$275,000~~Form ~~to $100~~8-K,~~000,~~ ~~and~~including ~~provides~~the ~~that~~Exhibits ~~his~~99.1 ~~existing~~and ~~bonus~~99.2, ~~target~~shall ofnot ~~50%~~be ofdeemed ~~his~~to ~~base~~be ~~salary~~incorporated ~~and~~by ~~maximum~~reference ~~bonus~~into ofthe ~~75%~~filings of ~~his~~the ~~base~~registrant ~~salary~~ under the ~~Company’s~~Securities ~~annual~~Act ~~incentive~~of ~~bonus~~1933, ~~plans~~as ~~shall~~amended, beexcept ~~applicable~~as ~~for~~shall ~~fiscal~~be ~~years~~expressly ~~2026~~set ~~through~~forth ~~and~~by ~~2028,~~specific ~~with~~reference ain ~~prorated~~such ~~bonus for fiscal year 2028~~filings.

~~The~~Forward ~~Fourth~~Looking ~~Amendment~~Information is filed as Exhibit 10.2 herewith and is incorporated herein by reference. The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by the full text of such agreement.

2Certain matters discussed in this Current Report on Form 8-K and other oral and written statements by representatives of the Company including, but not limited to, the Company’s ability to meet its fiscal 2026 expectations (including its ability to achieve its projected net sales and adjusted EBITDA) and its ability to execute on its growth strategies and its long-term growth targets, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the use of words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “believe,” “estimate,” “project,” “target,” “predict,” “intend,” “future,” “budget,” “goals,” “potential,” “continue,” “design,” “objective,” “forecasted,” “would,” and other similar expressions. The forward-looking statements are not historical facts, and are based upon Duluth Trading’s current expectations, beliefs, estimates, and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond Duluth Trading’s control. Duluth Trading’s expectations, beliefs and projections are expressed in good faith, and Duluth Trading believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates, and projections will be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements, including, among others, the risks, uncertainties, and factors set forth under Part 1, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2025 and other factors as may be periodically described in Duluth Trading’s subsequent filings with the SEC. These risks and uncertainties include, but are not limited to, the following: the impact of inflation and measures to control inflation on our results of operations; the prolonged effects of economic uncertainties on store and website traffic; the susceptibility of the price and availability of our merchandise to international trade conditions including tariffs; changes in U.S. and non-U.S. laws affecting the importation and taxation of goods, including imposition of unilateral tariffs on imported goods; our ability to secure the personal and/or financial information of our customers and employees; disruptions to our distribution network, supply chains and operations; failure to effectively manage inventory levels; our ability to maintain and enhance a strong brand and sub-brand image; adapting to declines in consumer confidence, inflation and decreases in consumer spending; disruptions to our e-commerce platform; our ability to meet customer delivery time expectations; our ability to properly allocate inventory throughout our distribution network to fulfill customer demand; our failure to meet our debt covenant ratios; natural disasters, unusually adverse weather conditions, boycotts, prolonged public health crises, epidemics or pandemics and unanticipated events; generating adequate cash from our existing stores and direct sales to support our growth; the impact of changes in corporate tax regulations and sales tax; identifying and responding to new and changing customer preferences; the success of the locations in which our stores are located; effectively relying on sources for merchandise located in foreign markets; transportation delays and interruptions, including port congestion; our inability to timely and effectively obtain shipments of products from our suppliers and deliver merchandise to our customers; the inability to maintain the performance of our maturing store portfolio; our inability to deploy marketing tactics and commit adequate resources to support marketing in order to retain and attract new customers; our ability to successfully open new stores; effectively adapting to new challenges associated with our expansion into new geographic markets; competing effectively in an environment of intense competition or elevated promotions; our ability to adapt to significant changes in sales due to the seasonality of our business; price reductions or inventory shortages resulting from failure to purchase the appropriate amount of inventory in advance of the season in which it will be sold; the potential for further increases in price and lack of availability of raw materials; our dependence on third-party vendors to provide us with sufficient quantities of merchandise at acceptable prices; failure of our vendors and their manufacturing sources to use acceptable labor or other practices; our dependence upon key executive management or our inability to hire or retain the talent required for our business; increases in costs of fuel or other energy, transportation or utility costs and in the costs of labor and employment; failure of our information technology systems to support our current and growing business, before and after our planned upgrades; disruptions in our supply chain and fulfillment centers; our inability to protect our trademarks or other intellectual property rights; infringement on the intellectual property of third parties; acts of war, terrorism or civil unrest; the impact of governmental laws and regulations and the outcomes of legal proceedings; failure to comply with data privacy regulation; our ability to comply with the security standards for the credit card industry; our failure to maintain adequate internal controls over our financial and management systems; acquisition, disposition, and development risks; and other factors that may be

~~Item~~ disclosed 9in our SEC filings or otherwise.01 Forward-looking statements speak only as of the date the statements are made. ~~Financial~~Duluth ~~Statements~~Trading ~~and~~assumes ~~Exhibits~~no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances or other changes affecting forward-looking information except to the extent required by applicable securities laws.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
10.1		First Amendment to Employment Agreement, effective March 9, 2026, by and between Ms. Pugliese and the Company.
10.2		Fourth Amendment to Employment Agreement, effective March 16, 2026, by and between Mr. Schlecht and the Company.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The following exhibits are being furnished with this Current Report on Form 8-K.


Exhibit No.		Description

99.1		Earnings Press Release, dated March 19, 2026

99.2		Investor Presentation, dated March 19, 2026

104		Cover Page interactive data file (embedded with the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DULUTH HOLDINGS INC.
Dated: March 12, 2026	By:	/s/ Heena Agrawal
Date: March 19, 2026
		Heena Agrawal Senior Vice President and Chief Financial Officer
	By:	/s/ Heena Agrawal
	Name:	Heena Agrawal
	Title:	Senior Vice President and Chief Financial Officer

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