DULUTH HOLDINGS INC. 10-Q

Item 1. Financial Statements DULUTH HOLDINGS INC. Condensed Consolidated Balance Sheets - Assets (Unaudited) (Amounts in thousands) November 2, 2025 February 2, 2025 ASSETS Current Assets: Cash and cash equivalents $ 8,172 $ 3,335 Receivables 5,301 3,970 Income tax receivable 114 — Inventory, less reserves of $ 4,517 and $ 2,135 , respectively 192,198 166,545 Prepaid expenses & other current assets 22,961 17,781 Total current assets 228,746 191,631 Property and equipment, net 100,000 111,560 Operating lease right-of-use assets 93,350 102,663 Finance lease right-of-use assets, net 30,423 32,957 Available-for-sale security 4,860 4,491 Other assets, net 10,627 9,140 Total assets $ 468,006 $ 452,442 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents DULUTH HOLDINGS INC. Condensed Consolidated Balance Sheets – Liabilities and Shareholders’ Equity (Unaudited) (Amounts in thousands) November 2, 2025 February 2, 2025 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Trade accounts payable $ 80,196 $ 73,882 Accrued expenses and other current liabilities 32,919 35,684 Income taxes payable — 65 Current portion of operating lease liabilities 16,328 15,534 Current portion of finance lease liabilities 2,651 2,541 Line of credit 44,584 — Current maturities of TRI long-term debt 997 931 Total current liabilities 177,675 128,637 Operating lease liabilities, less current maturities 79,502 89,222 Finance lease liabilities, less current maturities 28,621 30,621 TRI long-term debt, less current maturities 23,586 24,283 Deferred tax liabilities 938 — Total liabilities 310,322 272,763 Shareholders' equity: Preferred stock, no par value; 10,000 shares authorized; no shares issued or outstanding as of November 2, 2025 and February 2, 2025 — — Common stock (Class A), no par value; 10,000 shares authorized; 3,364 shares issued and outstanding as of November 2, 2025 and February 2, 2025 — — Common stock (Class B), no par value; 200,000 shares authorized; 33,800 shares issued and 33,330 shares outstanding as of November 2, 2025 and 32,077 shares issued and 31,813 shares outstanding as of February 2, 2025 — — Treasury stock, at cost; 470 and 264 shares as of November 2, 2025 and February 2, 2025, respectively ( 2,922 ) ( 2,332 ) Capital stock 110,112 108,009 Retained earnings 53,588 77,721 Accumulated other comprehensive loss ( 192 ) ( 722 ) Total shareholders' equity of Duluth Holdings Inc. 160,586 182,676 Noncontrolling interest ( 2,902 ) ( 2,997 ) Total shareholders' equity 157,684 179,679 Total liabilities and shareholders' equity $ 468,006 $ 452,442 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents DULUTH HOLDINGS INC. Condensed Consolidated Statements of Operations (Unaudited) (Amounts in thousands, except per share figures) Three Months Ended Nine Months Ended November 2, 2025 October 27, 2024 November 2, 2025 October 27, 2024 Net sales $ 114,871 $ 127,056 $ 349,291 $ 385,359 Cost of goods sold (excluding depreciation and amortization) 53,025 60,645 162,071 183,328 Gross profit 61,846 66,411 187,220 202,031 Selling, general and administrative expenses 70,680 82,311 205,154 226,903 Restructuring expense — 6,152 850 7,748 Operating loss ( 8,834 ) ( 22,052 ) ( 18,784 ) ( 32,620 ) Interest expense 1,231 1,251 4,181 3,232 Other (loss) income, net ( 2 ) 6 ( 245 ) 167 Loss before income taxes ( 10,067 ) ( 23,297 ) ( 23,210 ) ( 35,685 ) Income tax expense — 4,919 828 2,366 Net loss ( 10,067 ) ( 28,216 ) ( 24,038 ) ( 38,051 ) Less: Net income attributable to noncontrolling interest 34 15 95 34 Net loss attributable to controlling interest $ ( 10,101 ) $ ( 28,231 ) $ ( 24,133 ) $ ( 38,085 ) Basic earnings per share (Class A and Class B): Weighted average shares of common stock outstanding 34,517 33,448 34,226 33,314 Net loss per share attributable to controlling interest $ ( 0.29 ) $ ( 0.84 ) $ ( 0.71 ) $ ( 1.14 ) Diluted earnings per share (Class A and Class B): Weighted average shares and equivalents outstanding 34,517 33,448 34,226 33,314 Net loss per share attributable to controlling interest $ ( 0.29 ) $ ( 0.84 ) $ ( 0.71 ) $ ( 1.14 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents DULUTH HOLDINGS INC. Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Amounts in thousands) Three Months Ended Nine Months Ended November 2, 2025 October 27, 2024 November 2, 2025 October 27, 2024 Net loss $ ( 10,067 ) $ ( 28,216 ) $ ( 24,038 ) $ ( 38,051 ) Other comprehensive loss Securities available-for sale: Unrealized security gain arising during the period 80 13 530 1 Income tax expense — 3 — — Other comprehensive income 80 10 530 1 Comprehensive loss ( 9,987 ) ( 28,206 ) ( 23,508 ) ( 38,050 ) Comprehensive income attributable to noncontrolling interest 34 15 95 34 Comprehensive loss attributable to controlling interest $ ( 10,021 ) $ ( 28,221 ) $ ( 23,603 ) $ ( 38,084 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents DULUTH HOLDINGS INC. Condensed Consolidated Statement of Shareholders’ Equity (Unaudited) (Amounts in thousands) Nine Months Ended November 2, 2025 Accumulated Noncontrolling Capital stock other interest in Total Treasury Retained comprehensive variable interest shareholders' Shares Amount stock earnings (loss) income entity equity Balance at February 2, 2025 35,177 $ 108,009 $ ( 2,332 ) $ 77,721 $ ( 722 ) $ ( 2,997 ) $ 179,679 Issuance of common stock 766 66 — — — — 66 Stock-based compensation — 254 — — — — 254 Restricted stock forfeitures ( 567 ) — — — — — — Restricted stock surrendered for taxes ( 122 ) — ( 264 ) — — — ( 264 ) Other comprehensive income — — — — 422 — 422 Net (loss) income — — — ( 15,293 ) — 29 ( 15,264 ) Balance at May 4, 2025 35,254 $ 108,329 $ ( 2,596 ) $ 62,428 $ ( 300 ) $ ( 2,968 ) $ 164,893 Issuance of common stock 2,074 76 — — — — 76 Stock-based compensation — 1,094 — — — — 1,094 Restricted stock forfeitures ( 569 ) — — — — — — Restricted stock surrendered for taxes ( 83 ) — ( 326 ) — — — ( 326 ) Other comprehensive income — — — — 28 — 28 Net income — — — 1,261 — 32 1,293 Balance at August 3, 2025 36,676 $ 109,499 $ ( 2,922 ) $ 63,689 $ ( 272 ) $ ( 2,936 ) $ 167,058 Issuance of common stock 50 64 — — — — 64 Stock-based compensation — 549 — — — — 549 Restricted stock forfeitures ( 32 ) — — — — — — Restricted stock surrendered for taxes — — — — — — — Other comprehensive income — — — — 80 — 80 Net (loss) income — — — ( 10,101 ) — 34 ( 10,067 ) Balance at November 2, 2025 36,694 110,112 ( 2,922 ) 53,588 ( 192 ) ( 2,902 ) 157,684 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents DULUTH HOLDINGS INC. Condensed Consolidated Statement of Shareholders’ Equity (Unaudited) (Amounts in thousands) Nine Months Ended October 27, 2024 Accumulated Noncontrolling Capital stock other interest in Total Treasury Retained comprehensive variable interest shareholders' Shares Amount stock earnings loss entity equity Balance at January 28, 2024 34,387 $ 103,579 $ ( 1,738 ) $ 121,392 $ ( 427 ) $ ( 3,056 ) $ 219,750 Issuance of common stock 782 110 — — — — 110 Stock-based compensation — 1,372 — — — — 1,372 Restricted stock forfeitures ( 15 ) — — — — — — Restricted stock surrendered for taxes ( 80 ) — ( 383 ) — — — ( 383 ) Other comprehensive income — — — — ( 105 ) — ( 105 ) Net (loss) income — — — ( 7,873 ) — 8 ( 7,865 ) Balance at April 28, 2024 35,074 $ 105,061 $ ( 2,121 ) $ 113,519 $ ( 532 ) $ ( 3,048 ) $ 212,879 Issuance of common stock 202 97 — — — — 97 Stock-based compensation — 1,011 — — — — 1,011 Restricted stock forfeitures ( 168 ) — — — — — — Restricted stock surrendered for taxes ( 29 ) — ( 122 ) — — — ( 122 ) Other comprehensive income — — — — 96 — 96 Net loss (income) — — — ( 1,981 ) — 11 ( 1,970 ) Balance at July 28, 2024 35,079 $ 106,169 $ ( 2,243 ) $ 111,538 $ ( 436 ) $ ( 3,037 ) $ 211,991 Issuance of common stock 171 86 — — — — 86 Stock-based compensation — 969 — — — — 969 Restricted stock forfeitures ( 57 ) — — — — — — Restricted stock surrendered for taxes ( 22 ) — ( 88 ) — — — ( 88 ) Other comprehensive loss — — — — 10 — 10 Net (loss) income — — — ( 28,231 ) — 15 ( 28,216 ) Balance at October 27, 2024 35,171 107,224 ( 2,331 ) 83,307 ( 426 ) ( 3,022 ) 184,752 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Table of Contents DULUTH HOLDINGS INC. Condensed Consolidated Statements of Cash Flows (Unaudited) (Amounts in thousands) Nine Months Ended November 2, 2025 October 27, 2024 Cash flows from operating activities: Net loss $ ( 24,038 ) $ ( 38,051 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 19,528 24,730 Stock based compensation 1,897 3,352 Deferred income taxes 938 1,133 Loss on disposal of property and equipment 719 102 Changes in operating assets and liabilities: Receivables ( 1,331 ) 1,559 Income taxes receivable ( 114 ) 479 Inventory ( 25,653 ) ( 105,673 ) Prepaid expense & other current assets ( 1,360 ) ( 585 ) Software hosting implementation costs, net ( 5,262 ) ( 4,485 ) Trade accounts payable 6,098 53,160 Income taxes payable ( 65 ) — Accrued expenses and deferred rent obligations ( 2,731 ) 3,215 Other assets ( 128 ) ( 3 ) Noncash lease impacts 387 2,942 Net cash used in operating activities ( 31,115 ) ( 58,125 ) Cash flows from investing activities: Purchases of property and equipment ( 5,834 ) ( 5,813 ) Principal receipts from available-for-sale security 162 147 Net cash used in investing activities ( 5,672 ) ( 5,666 ) Cash flows from financing activities: Proceeds from line of credit 138,685 44,000 Payments on line of credit ( 94,100 ) — Payments on TRI long term debt ( 685 ) ( 623 ) Payments on finance lease obligations ( 1,890 ) ( 2,109 ) Payments of tax withholding on vested restricted shares ( 590 ) ( 593 ) Other 204 294 Net cash provided by financing activities 41,624 40,969 Increase (decrease) in cash and cash equivalents 4,837 ( 22,822 ) Cash and cash equivalents at beginning of period 3,335 32,157 Cash and cash equivalents at end of period $ 8,172 $ 9,335 Supplemental disclosure of cash flow information: Interest paid $ 4,181 $ 3,232 Income taxes paid $ — $ 125 Supplemental disclosure of non-cash information: Unpaid liability to acquire property and equipment $ 1,468 $ 2,173 The accompanying notes are an integral part of these condensed consolidated financial statements. 9 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION A. Nature of Operations Duluth Holdings Inc. (“Duluth Trading” or the “Company”), a Wisconsin corporation, is a lifestyle brand of men’s and women’s casual wear, workwear and accessories sold primarily through the Company’s own omnichannel platform. The Company’s products are marketed under the Duluth Trading name, with the majority of products being exclusively developed and sold as Duluth Trading branded merchandise. The Company identifies its operating segments according to how its business activities are managed and evaluated. The Company continues to report one reportable external segment, consistent with the Company’s omnichannel business approach. The Company’s revenues generated outside the United States were insignificant. The Company has two classes of authorized common stock: Class A common stock and Class B common stock. The rights of holders of Class A common stock and Class B common stock are identical, except for voting and conversion rights. Each share of Class A common stock is entitled to ten votes per share and is convertible at any time into one share of Class B common stock. Each share of Class B common stock is entitled to one vote per share. The Company’s Class B common stock trades on the NASDAQ Global Select Market under the symbol “DLTH.” B. Basis of Presentation The condensed consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). The Company consolidates TRI Holdings, LLC (“TRI”) as a variable interest entity (see Note 6 “Variable Interest Entity” for further information). All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on the Sunday nearest to January 31 of the following year. Fiscal 2025 is a 52-week period and ends on February 1 , 2026. Fiscal 2024 was a 53-week period and ended on February 2, 2025. The three and nine months of fiscal 2025 and fiscal 2024 represent the Company’s 13-week and 39-week periods ended November 2, 2025 and October 27, 2024, respectively. The accompanying condensed consolidated financial statements as of and for the three and nine months ended November 2, 2025 and October 27, 2024 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of the Company, include all adjustments (which are normal and recurring in nature) necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such SEC rules and regulations as of and for the three and nine months ended November 2, 2025 and October 27, 2024. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s annual report on Form 10-K for the fiscal year ended February 2, 2025. C. Inventory Inventory consists of finished goods stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out valuation method. The Company records an inventory reserve for the anticipated loss associated with selling inventories below cost. Inventory reserve for excess and obsolete items was $ 4.5 million and $ 2.1 million as of November 2, 2025 and February 2, 2025, respectively. 10 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) D. Prepaid Expenses and Other Assets Prepaid expenses and other assets consist of the following: November 2, 2025 February 2, 2025 (in thousands) Prepaid expenses & other current assets Pending returns inventory, net $ 1,685 $ 2,301 Current software hosting implementation costs, net 4,470 3,749 Other prepaid expenses 16,806 11,731 Prepaid expenses & other current assets $ 22,961 $ 17,781 Other assets, net Intangible assets, net $ 401 $ 414 Non-current software hosting implementation costs 8,940 7,498 Other assets, net 1,286 1,228 Other assets, net $ 10,627 $ 9,140 E. Seasonality of Business The Company’s business is affected by the pattern of seasonality common to most apparel businesses. Historically, the Company has recognized a significant portion of its revenue and operating profit in the fourth fiscal quarter of each year due to increased sales during the holiday season. F. Cash and Cash Equivalents The Company considers short-term investments with original maturities of three months or less when purchased to be cash equivalents. Amounts receivable from credit card issuers are typically converted to cash within 2 to 4 days of the original sales transaction and are considered to be cash equivalents. G. Significant Accounting Policies There have been no significant changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended February 2, 2025. 2. LEASES Based on the criteria set forth in ASC Topic 842, Leases (“ASC 842”), the Company recognizes right-of-use (ROU) assets and lease liabilities related to leases on the Company’s consolidated balance sheets. The Company determines if an arrangement is, or contains, a lease at inception. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities reflect the obligation to make lease payments arising from the lease. At any given time during the lease term, the lease liability represents the present value of the remaining lease payments and the ROU asset is measured at the amount of the lease liability, adjusted for pre-paid rent, unamortized initial direct costs and the remaining balance of lease incentives received. Both the lease ROU asset and liability are reduced to zero at the end of the lease. The Company leases retail space under non-cancelable lease agreements, which expire on various dates through 2036. Substantially all of these arrangements are store leases. Store leases generally have initial lease terms ranging from five years to fifteen years with renewal options and rent escalation provisions. At the commencement of a lease, the Company includes only the initial lease term as the option to extend is not reasonably certain. The Company does not record leases with a lease term of 12 months or less on the Company’s consolidated balance sheets. When calculating the lease liability on a discounted basis, the Company applies its estimated discount. The Company bases this discount on a collateralized interest rate as well as publicly available data for instruments with similar characteristics. In addition to rent payments, leases for retail space contain payments for real estate taxes, insurance costs, common area maintenance, and utilities that are not fixed. The Company accounts for these costs as variable payments and does not include such costs as a lease component. 11 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) The expense components of the Company’s leases reflected on the Company’s consolidated statement of operations were as follows: Consolidated Statement Three Months Ended Nine Months Ended of Operations November 2, 2025 October 27, 2024 November 2, 2025 October 27, 2024 (in thousands) Finance lease expenses Amortization of right-of- use assets Selling, general and administrative expenses $ 722 $ 722 $ 2,167 $ 2,374 Interest on lease liabilities Interest expense 354 382 1,084 1,189 Total finance lease expense $ 1,076 $ 1,104 $ 3,251 $ 3,563 Operating lease expense Selling, general and administrative expenses $ 4,877 $ 6,921 $ 14,683 $ 17,516 Amortization of build-to- suit leases capital contribution Selling, general and administrative expenses 321 321 963 963 Variable lease expense Selling, general and administrative expenses 2,833 3,091 8,489 9,052 Total lease expense $ 9,107 $ 11,437 $ 27,386 $ 31,094 Other information related to leases were as follows: Nine Months Ended November 2, 2025 October 27, 2024 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ 1,890 $ 2,109 Operating cash flows from finance leases $ 1,084 $ 1,189 Operating cash flows from operating leases $ 14,894 $ 16,092 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 2,689 $ — Weighted-average remaining lease term (in years): Finance leases 9 10 Operating leases 6 7 Weighted-average discount rate: Finance leases 4.5 % 4.5 % Operating leases 4.4 % 4.2 % Future minimum lease payments under the non-cancellable leases are as follows as of November 2, 2025: Fiscal year Finance Operating (in thousands) 2025 (remainder of fiscal year) $ 998 $ 5,060 2026 3,993 20,076 2027 3,993 18,773 2028 4,017 16,866 2029 4,217 14,346 Thereafter 20,997 34,081 Total future minimum lease payments $ 38,215 $ 109,202 Less – Discount ( 6,943 ) ( 13,372 ) Lease liability $ 31,272 $ 95,830 12 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 3. DEBT AND CREDIT AGREEMENT Debt consists of the following: November 2, 2025 February 2, 2025 (in thousands) TRI Senior Secured Note $ 21,083 $ 21,714 TRI Note 3,500 3,500 $ 24,583 $ 25,214 Less: current maturities 997 931 TRI long-term debt $ 23,586 $ 24,283 Duluth Line of credit $ 44,584 $ — Less: current maturities 44,584 — Duluth long-term debt $ — $ — TRI Holdings, LLC TRI entered into a senior secured note (“TRI Senior Secured Note”) with an original balance of $ 26.7 million. The TRI Senior Secured Note is scheduled to mature on October 15, 2038 and requires installment payments with an interest rate of 4.95 %. See Note 6 “Variable Interest Entities” for further information. TRI entered into a promissory note (“TRI Note”) with an original balance of $ 3.5 million. The TRI Note is scheduled to mature in November 2038 and requires annual interest payments at a rate of 3.05 %, with a final balloon payment due in November 2038 . While the above notes are consolidated in accordance with ASC Topic 810, Consolidation , the Company is not the guarantor nor obligor of these notes. Credit Agreement On May 14, 2021, the Company entered into a credit agreement (the “Credit Agreement”), which was treated as a modification for accounting purposes. The Credit Agreement originally matured on May 14, 2026 and provided for borrowings of up to $ 150.0 million that were available under a revolving senior credit facility, with a $ 5.0 million sublimit for issuance of standby letters of credit, as well as a $ 10.0 million sublimit for swing line loans. At the Company’s option, the interest rate applicable to the revolving senior credit facility was a floating rate equal to: (i) the Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus the applicable rate of 1.25 % to 2.00 % determined based on the Company’s rent adjusted leverage ratio, or (ii) the base rate plus the applicable rate of 0.25 % to 1.00 % based on the Company’s rent adjusted leverage ratio. The Credit Agreement was secured by essentially all Company assets and required the Company to maintain compliance with certain financial and non-financial covenants, including a maximum rent adjusted leverage ratio and a minimum fixed charge coverage ratio as defined in the Credit Agreement. On July 8, 2022, the Company entered into the First Amendment to the Credit Agreement (the “First Amendment”), which was treated as a modification for accounting purposes. The First Amendment amended the Credit Agreement in order to (i) increase the revolving commitment from $ 150.0 million to $ 200.0 million; (ii) extend the maturity date from May 14, 2026 to July 8, 2027 ; (iii) amend the pricing index to replace BSBY with the Term Secured Overnight Financing Rate; and (iv) reduce the commitment fee in some instances. On January 31, 2025 the Company entered into the Second Amendment to the Credit Agreement (the “Second Amendment”). The Second Amendment amended the Credit Agreement, in part, to (i) decrease the revolving commitment from $ 200 million to $ 100 million; (ii) revise the definition of “Applicable Rate” to provide for pricing terms in the event of a Rent Adjusted Leverage Ratio greater than or equal to 3.50 :1.0; (iii) limit the exceptions to the prohibition on restricted payments to (a) making dividends or distributions by any subsidiary to the Company, and (b) the acquisition of equity interests in satisfaction of tax withholding obligations associated with restricted stock or awards under employee incentive plans; and (iv) provide that the Maximum Rent Adjusted Leverage Ratio and the Minimum Fixed Charge Coverage Ratio will be measured commencing on the fiscal quarter ending May 2, 2021 and measured quarterly thereafter as of the last day of each fiscal quarter of the Company (other than for the fiscal quarter ending February 2, 2025). The reduction in the revolving commitment was intended to rightsize the credit facility with the Company’s cash needs to fund seasonal inventory builds and 13 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) capital expenditure expectations and resulted in fee savings. The Credit Agreement was extinguished on April 28, 2025, resulting in a write down of $ 0.2 million of debt issuance costs related to the terminated line of credit. On April 28, 2025, the Company entered into a new credit agreement (the “New Credit Agreement”) among the Company, certain financial institutions as Lenders thereto, and BMO Bank N.A., as Administrative Agent, a Swing Line Lender and a Letter of Credit Issuer. The Credit Agreement provides for borrowings of up to $ 100.0 million in aggregate principal amount that are available under an asset-based revolving senior credit facility (the “Revolver”) with a $ 10.0 million sublimit for the issuance of standby letters of credit. Under the New Credit Agreement, (i) each Secured Overnight Financing Rate (“SOFR”) loan will bear interest on the outstanding principal amount at a rate per annum equal to adjusted term SOFR plus 150 basis points; (ii) each base rate loan will bear interest on the outstanding principal amount from the applicable borrowing date at a rate per annum equal to the Base Rate (as defined in the New Credit Agreement) plus 50 basis points; (iii) each swing line loan will bear interest on the outstanding principal amount from the applicable borrowing date at a rate per annum equal to the base rate plus the applicable margin; and (iv) each other obligation will bear interest on the unpaid amount at a rate per annum equal to the base rate plus the applicable margin. The Company is also permitted to voluntarily prepay the New Credit Agreement in whole or in part at any time, where borrowings bearing interest based on the base rate may be prepaid at any time without penalty and borrowings bearing interest based on SOFR may be prepaid, subject to payment of usual and customary breakage and redeployment costs. The revolver will mature on April 28, 2030 . Pursuant to the New Credit Agreement, the Company may request an increase in the revolving credit commitments in the aggregate amount of up to $ 25 million during the term of the New Credit Agreement and with the consent of the Administrative Agent, subject to credit approval of the Lenders and the satisfaction of certain conditions. The New Credit Agreement contains customary events of default and financial, affirmative and negative covenants and is secured by a first-priority perfected security interest in substantially all of the tangible and intangible assets of the Company. The new $ 100.0 million Revolver replaces the prior revolving credit facility at a lower interest rate and extends the availability of funds to April 28, 2030 . The Company believes the New Credit Agreement will provide the Company with flexibility and liquidity to finance seasonal inventory builds. On July 16, 2025, the Company entered into the First Amendment to the New Credit Agreement, pursuant to which all revolving credit loans advanced or prepaid pursuant to such Sweep to Loan Arrangement shall bear interest based on the Base Rate. On October 1, 2025, the Company entered into the Second Amendment to the New Credit Agreement, which, among other things, (i) temporarily increases the aggregate revolving credit commitment under the Credit Agreement from $ 100 million to $ 125 million, as allowed by the existing New Credit Agreement, beginning on October 1, 2025 until March 31, 2026 , as of which date the revolving credit commitment will return to $ 100 million and (ii) permits the Company to request a second increase in the revolving credit commitment of $ 25 million during the term of the New Credit Agreement after March 31, 2026 with the consent of the Administrative Agent, subject to credit approval of the Lenders and satisfaction of certain conditions. 4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: November 2, 2025 February 2, 2025 (in thousands) Salaries and benefits $ 3,998 $ 3,897 Deferred revenue 7,576 9,783 Freight 3,497 2,495 Product returns 4,065 4,568 Unpaid purchases of property & equipment 942 1,264 Accrued advertising 982 929 Other 11,859 12,748 Total accrued expenses and other current liabilities $ 32,919 $ 35,684 14 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 5. FAIR VALUE ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (i.e., an exit price). The exit price is based on the amount that the holder of the asset or liability would receive or need to pay in an actual transaction (or in a hypothetical transaction if an actual transaction does not exist) at the measurement date. ASC 820 describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last unobservable, as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s assets and liabilities measured at fair value are categorized as Level 3 instruments. The fair value of the Company’s available-for-sale security was valued based on a discounted cash flow method (Level 3), which incorporates the U.S. Treasury yield curve, credit information and an estimate of future cash flows. During the nine months ended November 2, 2025, certain changes in the inputs did impact the fair value of the available-for-sale security. The calculated fair value is based on estimates that are subjective in nature and involve uncertainties and matters of significant judgement and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The amortized cost and fair value of the Company’s available-for-sale security and the corresponding amount of gross unrealized gains and losses recognized in accumulated other comprehensive income are as follows: November 2, 2025 Cost or Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value (in thousands) Level 3 security: Corporate trust $ 5,195 $ — $ ( 335 ) $ 4,860 February 2, 2025 Cost or Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value (in thousands) Level 3 security: Corporate trust $ 5,356 $ — $ ( 865 ) $ 4,491 The Company does not intend to sell the available-for-sale-security in the near term and does not believe that it will be required to sell the security. The Company reviews its securities on a quarterly basis to monitor its exposure to other-than-temporary impairment. No other-than-temporary impairment was recorded in the unaudited condensed consolidated statements of operations for the three months ended November 2, 2025 or October 27, 2024. 15 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) The following table presents future principal receipts related to the Company’s available-for-sale security by contractual maturity as of November 2, 2025. Amortized Estimated Cost Fair Value (in thousands) Within one year $ 235 $ 209 After one year through five years 1,531 1,402 After five years through ten years 2,266 2,137 After ten years 1,163 1,112 Total $ 5,195 $ 4,860 The carrying values and fair values of other financial instruments in the Consolidated Balance Sheets are as follows: November 2, 2025 February 2, 2025 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) TRI Long-term debt, including short-term portion $ 24,583 $ 23,370 $ 25,214 $ 21,225 The above long-term debt, including short-term portion is attributable to the consolidation of TRI in accordance with ASC Topic 810, Consolidation . The fair value was also based on a discounted cash flow method (Level 3) based on credit information and an estimate of future cash flows. 6. VARIABLE INTEREST ENTITY Based upon the criteria set forth in ASC 810, Consolidation , the Company consolidates variable interest entities (“VIEs”) in which it has a controlling financial interest and is therefore deemed the primary beneficiary. A controlling financial interest will have both of the following characteristics: (a) the power to direct the VIE activities that most significantly impact economic performance; and (b) the obligation to absorb the VIE losses and the right to receive benefits that are significant to the VIE. The Company has determined that it was the primary beneficiary of one VIE as of November 2, 2025 and February 2, 2025. The Company leases the Company’s headquarters in Mt. Horeb, Wisconsin from TRI. In conjunction with the lease, the Company invested $ 6.3 million in a trust that loaned funds to TRI for the construction of the Company’s headquarters. TRI is a Wisconsin limited liability company whose primary purpose and activity is to own this real property. The Company considers itself the primary beneficiary for TRI as the Company has both the power to direct the activities that most significantly impact the entity’s economic performance and is expected to receive benefits that are significant to TRI. As the Company is the primary beneficiary, it consolidates TRI and the lease is eliminated in consolidation. The Company does not consolidate the trust as the Company is not the primary beneficiary. The condensed consolidated balance sheets include the following amounts as a result of the consolidation of TRI as of November 2, 2025 and February 2, 2025: November 2, 2025 February 2, 2025 (in thousands) Cash $ 23 $ 11 Property and equipment, net 21,857 22,321 Total assets $ 21,880 $ 22,332 Other current liabilities $ 199 $ 115 Current maturities of long-term debt 997 931 TRI long-term debt 23,586 24,283 Noncontrolling interest in VIE ( 2,902 ) ( 2,997 ) Total liabilities and shareholders' equity $ 21,880 $ 22,332 7. LOSS PER SHARE 16 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Earnings per share is computed under the provisions of ASC 260 , Earnings Per Share . Basic earnings per share is based on the weighted average number of common shares outstanding for the period. Diluted earnings per share is based on the weighted average number of common shares plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding restricted stock and are considered only for dilutive earnings per share unless considered anti-dilutive. The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation is as follows: Three Months Ended Nine Months Ended November 2, 2025 October 27, 2024 November 2, 2025 October 27, 2024 (in thousands, except per share data) Numerator - net income (loss) attributable to controlling interest $ ( 10,101 ) $ ( 28,231 ) $ ( 24,133 ) $ ( 38,085 ) Denominator - weighted average shares (Class A and Class B) Basic 34,517 33,448 34,226 33,314 Dilutive shares — — — — Diluted 34,517 33,448 34,226 33,314 Earnings (loss) per share (Class A and Class B) Basic $ ( 0.29 ) $ ( 0.84 ) $ ( 0.71 ) $ ( 1.14 ) Diluted $ ( 0.29 ) $ ( 0.84 ) $ ( 0.71 ) $ ( 1.14 ) The computation of diluted loss per share excluded 0.9 million and ( 0.3 ) million of unvested restricted stock for the three months ended November 2, 2025 and October 27, 2024, respectively, because their inclusion would be anti-dilutive due to a net loss. The computation of diluted loss per share excluded 0.4 million and 0.0 million of unvested restricted stock for the nine months ended November 2, 2025 and October 27, 2024, because their inclusion would be anti-dilutive due to a net loss. 8. STOCK-BASED COMPENSATION The Company accounts for its stock-based compensation plan in accordance with ASC 718, Stock Compensation , which requires the Company to measure all share-based payments at grant date fair value and recognize the cost over the requisite service period of the award. Total stock compensation expense associated with restricted stock recognized by the Company was $ 0.5 million and $ 1.9 million for the three and nine months ended November 2, 2025 respectively. The Company’s total stock compensation expense is included in selling, general and administrative expenses on the Condensed Consolidated Statements of Operations. A summary of the activity in the Company’s unvested restricted stock during the nine months ended November 2, 2025 is as follows: Weighted average fair value Shares per share Outstanding at February 2, 2025 1,686,267 $ 6.02 Granted 2,831,452 1.91 Vested ( 1,085,194 ) 4.94 Forfeited ( 1,149,784 ) 3.99 Outstanding at November 2, 2025 2,282,741 $ 2.47 At November 2, 2025, the Company had unrecognized compensation expense of $ 4.0 million related to the restricted stock awards, which is expected to be recognized over a weighted average period of 2.3 years. 17 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 9. PROPERTY AND EQUIPMENT Property and equipment consist of the following: November 2, 2025 February 2, 2025 (in thousands) Land and land improvements $ 4,486 $ 4,486 Leasehold improvements 59,703 57,732 Buildings 36,307 36,272 Vehicles 84 84 Warehouse equipment 65,621 65,592 Office equipment and furniture 55,597 54,542 Computer equipment 9,614 9,472 Software 38,450 39,952 269,862 268,132 Accumulated depreciation and amortization ( 171,058 ) ( 159,450 ) 98,804 108,682 Construction in progress 1,196 2,878 Property and equipment, net $ 100,000 $ 111,560 10. REVENUE The Company’s revenue primarily consists of the sale of apparel, footwear and hard goods. Revenue for merchandise that is shipped to our customers from our distribution centers and stores is recognized upon shipment. Store revenue is recognized at the point of sale, net of returns, and excludes taxes. Shipping and processing revenue generated from customer orders are included as a component of net sales and shipping and processing expense, including handling expense, is included as a component of selling, general and administrative expenses. Sales tax collected from customers and remitted to taxing authorities is excluded from revenue and is included in accrued expenses. Sales disaggregated based upon sales channel is presented below. Three Months Ended Nine Months Ended November 2, 2025 October 27, 2024 November 2, 2025 October 27, 2024 (in thousands) Direct-to-consumer $ 67,438 $ 79,833 $ 209,125 $ 246,961 Stores 47,433 47,223 140,166 138,398 $ 114,871 $ 127,056 $ 349,291 $ 385,359 Contract Assets and Liabilities The Company’s contract assets primarily consist of the right of return for amounts of inventory to be returned that is expected to be resold and is recorded in Prepaid expenses and other current assets on the Company’s consolidated balance sheets. The Company’s contract liabilities primarily consist of gift card liabilities and are recorded in Accrued expenses and other current liabilities under deferred revenue (see Note 4 “Accrued Expenses and Other Current Liabilities”) on the Company’s consolidated balance sheets. Upon issuance of a gift card, a liability is established for its cash value. The gift card liability is relieved and revenues on gift cards are recorded at the time of redemption by the customer. Contract assets and liabilities on the Company’s consolidated balance sheets are presented in the following table: November 2, 2025 February 2, 2025 (in thousands) Contract assets $ 1,685 $ 2,301 Contract liabilities $ 7,576 $ 9,782 Revenue from gift cards is recognized when the gift card is redeemed by the customer for merchandise or as a gift card breakage, an estimate of gift cards which will not be redeemed. The Company does not record breakage revenue when escheat liability to the relevant jurisdictions exists. Gift card breakage is recorded within Net sales on the Company’s consolidated 18 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) statement of operations. The following table provides the reconciliation of the contract liability related to gift cards for the nine months ended: November 2, 2025 October 27, 2024 (in thousands) Balance as of beginning of period $ 9,782 $ 9,579 Gift cards sold 7,693 7,144 Gift cards redeemed ( 9,683 ) ( 9,330 ) Gift card breakage ( 216 ) ( 238 ) Balance as of end of period $ 7,576 $ 7,155 11. INCOME TAXES The Company’s provision for income taxes during the interim reporting periods has historically been calculated by applying an estimate of the annual effective tax rate for the full year to “ordinary” income or loss (pre-tax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. The effective tax rate related to controlling interest was ( 3.6 %) and ( 6.6 %) for the nine months ended November 2, 2025 and October 27, 2024, respectively. The income from TRI was excluded from the calculation of the Company’s effective tax rate, as TRI is a limited liability company and not subject to income tax. The Company maintains a valuation allowance against its deferred tax assets as of the nine months period ended November 2, 2025. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the United States which permanently extends select expiring provisions of the Tax Cuts and Jobs Act. We have considered the impact of the OBBBA on the Company’s annual effective tax rate. The changes did not have a significant impact to the annual effective tax rate. However, the enactment of the OBBBA introduced several significant tax law modifications that, while not affecting the annual effective tax rate, do have other implications for the Company. The OBBBA makes permanent key elements of the 2017 Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing pursuant to IRC 174, and ability to deduct interest expense pursuant to IRC 163(j). The Company is currently evaluating the future impact of OBBBA on its financial position, results of operations and cash flows. 19 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 12. SEGMENT REPORTING As of November 2, 2025 and October 27, 2024, we had one reportable segment. The Company’s operating segment is based on how the Chief Operating Decision Maker (“CODM”) makes decisions about allocating resources and assessing performance. Our CODM is our Chief Executive Officer and the CODM receives discrete financial information for the Company’s gross margin and a summarized comprehensive statement of income monthly that categorizes selling, general and administrative expenses into four line items with remaining expenses and expenditures for long-lived assets being consolidated as an omnichannel business . The following table summarizes the Company’s gross margin and selling, general and administrative expenses. Three Months Ended Nine Months Ended November 2, 2025 October 27, 2024 November 2, 2025 October 27, 2024 (13 weeks) (13 weeks) (39 weeks) (39 weeks) (in thousands) Net sales $ 114,871 $ 127,056 $ 349,291 $ 385,359 Cost of goods sold 53,025 60,645 162,071 183,328 Gross margin $ 61,846 $ 66,411 $ 187,220 $ 202,031 Less: Outbound shipping expenses $ 6,709 $ 7,613 $ 18,871 $ 23,007 Advertising expenses 13,601 19,417 35,433 43,202 Variable expenses 13,386 13,078 36,172 35,812 Overhead expenses 36,984 42,203 114,678 124,882 Total selling, general and administrative 70,680 82,311 205,154 226,903 Restructuring Expense — 6,152 850 7,748 Operating loss ( 8,834 ) ( 22,052 ) ( 18,784 ) ( 32,620 ) Interest expense 1,231 1,251 4,181 3,232 Other (loss) income, net ( 2 ) 6 ( 245 ) 167 Loss before income taxes ( 10,067 ) ( 23,297 ) ( 23,210 ) ( 35,685 ) Income tax expense — 4,919 828 2,366 Net loss ( 10,067 ) ( 28,216 ) ( 24,038 ) ( 38,051 ) Less: Net income attributable to noncontrolling interest 34 15 95 34 Net loss attributable to controlling interest $ ( 10,101 ) $ ( 28,231 ) $ ( 24,133 ) $ ( 38,085 ) 13. RESTRUCTURING On June 4, 2025, as a result of right-sizing the expense structure of the Company, the Company voluntarily underwent a reduction in force. On July 12, 2024 (the “Effective Date”), as a result of the phase two analysis of the fulfillment center network, the Company voluntarily entered into a lease amendment for one of its legacy fulfillment center leases in Dubuque, Iowa. The amended lease accelerated the lease expiration date from September 30, 2030 to October 27, 2024 . The amended lease required Duluth to pay an aggregate of $ 3.7 million (the “Termination Penalty”) in consideration of accelerating the lease termination date, which was paid in four equal quarterly installments from October 2024 through August 2025. The Company amortized the loss from the Termination Penalty, as well as the net loss from writing off the right-of-use asset and lease liability over the modified remaining lease term. In addition, the Company accelerated the depreciation of the non-transferrable fixed assets to have no remaining net book value by the modified lease expiration date. Three Months Ended Nine Months Ended November 2, 2025 October 27, 2024 November 2, 2025 October 27, 2024 (in thousands) Early contract termination expense $ — $ 2,759 $ — $ 3,679 Lease remeasurement expense — 1,596 — 1,889 Accelerated depreciation expense — 766 — 1,149 Employee termination benefit expense — 370 850 370 Other restructuring expense — 661 — 661 Total restructuring expenses $ — $ 6,152 $ 850 $ 7,748 20 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 14. RECENT ACCOUNTING PRONOUNCEMENTS Recent Accounting Pronouncements Not Yet Adopted Income Taxes – Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes: Improvements to Income Tax Disclosures.” This ASU improves the transparency of income tax disclosures by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliation and (ii) income taxes paid disaggregated by jurisdiction. This new guidance will be effective for annual periods beginning after December 15, 2024, and early adoption is permitted. Management is currently evaluating the effects this guidance will have on its consolidated financial statements. Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures.” This ASU requires that each interim and annual reporting period an entity disclose more information about the components of certain expense captions that is currently disclosed in the financial statements. This update is effective for annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Management is currently evaluating the effects this guidance will have on its consolidated financial statements. 21 Table of Contents