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): ~~April~~June 293, 2025

ROCKY BRANDS, INC.

(Exact name of registrant as specified in its charter)


Ohio	001-34382	31-1364046
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

39 East Canal Street, Nelsonville, Ohio 45764

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (740) 753-1951

Not Applicable

(Former name or former address, if changed since last report.)

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 12(b) of the Act:

Title of class		Trading symbol		Name of exchange on which registered
Common Stock – No Par Value		RCKY		Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 25.0207 Submission ~~Results~~ of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~April~~June 293, 2025, Rocky Brands, Inc. (~~"Rocky"~~the “Company”) ~~issued~~held aits ~~press~~2025 Annual ~~release~~Meeting ~~entitled~~of ~~"Rocky Brands, Inc~~Shareholders. ~~Announces~~The ~~First Quarter~~following ~~2025 Results"~~directors ~~regarding~~were ~~its~~elected ~~condensed~~to ~~consolidated~~serve ~~financial~~until ~~results for~~ the ~~quarter~~2027 Annual ~~ended~~Meeting ~~March 31, 2025. A copy~~ of ~~Rocky's press~~Shareholders ~~release~~according ~~is furnished as Exhibit 99~~ to ~~this~~the ~~Form~~vote ~~8-K~~tabulation ~~and~~described ~~is incorporated herein by reference.~~below:

The information in this Form 8-K and accompanying press release is being furnished under Item 2.02 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Director	Votes For	Votes Withheld	Broker Non-Votes
Jason Brooks	4,649,038	110,611	1,598,668
Robyn R. Hahn	4,570,567	188,992	1,598,668
Dwight E. Smith	4,716,771	42,878	1,598,668
Tracie A. Winbigler	4,707,109	52,540	1,598,668

The information contained or incorporated by reference in this Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act which are intended to be covered by the safe harbors created thereby. Those statements includeAdditionally, but may not be limited to, all statements regarding intent, beliefs, expectations, projections, forecasts, and plans of Rocky and its management. These forward-looking statements involve numerous risks and uncertainties, including, without limitation, the ~~various~~shareholders ~~risks~~also ~~inherent~~voted inon ~~Rocky's business as set forth in periodic reports filed with the Securities~~ and ~~Exchange~~approved ~~Commission, including Rocky's annual report~~ on ~~Form~~an ~~10-K for the year ended December 31~~advisory, ~~2024 (filed~~nonbinding ~~March 17~~basis, ~~2025). One~~the orcompensation ~~more~~ of ~~these factors have affected historical results and could in~~ the ~~future affect Rocky'~~Company’s ~~businesses~~ ~~and~~named ~~financial~~executive ~~results~~officers inaccording ~~future periods and could cause actual results~~ to ~~differ materially from plans and projections. Therefore, there can be no assurance that~~ the ~~forward-looking~~vote ~~statements~~tabulation ~~included~~described in this Form 8-K will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, Rocky, or any other person should not regard the inclusion of such information as a representation that the objectives and plans of Rocky will be achieved. All forward-looking statements made in this Form 8-K are based on information presently available to the management of Rocky. Rocky assumes no obligation to update any forward-looking statements.below:

Item 9.01 Financial Statements and Exhibits.

Votes For	Votes Against	Abstain	Broker Non-Votes
4,289,826	412,137	57,685	1,598,668

~~(d)~~Finally, ~~Exhibits.~~the shareholders ratified the election of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, according to the vote tabulation described below:

Exhibit 99*	Press Release, dated April 29, 2025 entitled "Rocky Brands, Inc. Announces First Quarter 2025 Results".
Votes For	Votes Against	Abstain	Broker Non-Votes
Exhibit 104	Cover Page Interactive Data File (imbedded within the Inline XBRL document)
6,302,517	49,781	6,019	0

*Such press release is being "furnished" (not filed) under Item 2.02 of this Current Report on Form 8-K

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.

Date: ~~April~~June 294, 2025

		Rocky Brands, Inc.

		/s/ Thomas D. Robertson
		Thomas D. Robertson
		Chief Operating Officer, Chief Financial Officer and Treasurer

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