What changed in this filing

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Item 1. Financial Statements

2026-06-09 compared with 2025-12-17 · 101 added, 224 removed, 403 unchanged (45% of the section changed)

1 unchanged sentence

DULUTH HOLDINGS INC.

Condensed Consolidated Balance Sheets - Assets

Condensed Co nsolidated Balance Sheets

(Amounts in thousands)

November 2, 2025

February 1, 2026

1 unchanged sentence

Cash and cash equivalents

Income tax receivable

Inventory, less reserves of $ 4,517 and $ 2,135 , respectively

Prepaid expenses & other current assets

5 unchanged sentences

Other assets, net

The accompanying notes are an integral part of these condensed consolidated financial statements.

DULUTH HOLDINGS INC.

Condensed Consolidated Balance Sheets – Liabilities and Shareholders’ Equity

(Amounts in thousands)

November 2, 2025

February 2, 2025

LIABILITIES AND SHAREHOLDERS' EQUITY

2 unchanged sentences

Accrued expenses and other current liabilities

Income taxes payable

Current portion of operating lease liabilities

11 unchanged sentences

10,000 shares authorized;

issued or outstanding as of November 2, 2025 and February 2, 2025

issued or outstanding as of May 3, 2026 and February 1, 2026

Common stock (Class A), no par value;

10,000 shares authorized;

issued and outstanding as of November 2, 2025 and February 2, 2025

issued and outstanding as of May 3, 2026 and February 1, 2026

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

35,145 shares issued and 34,675 shares outstanding as of May 3, 2026 and

33,854 shares issued and 33,384 shares outstanding as of February 1, 2026

Treasury stock, at cost;

470 and 264 shares as of November 2, 2025 and

470 and 470 shares as of May 3, 2026 and

February 1, 2026, respectively

11 unchanged sentences

Three Months Ended

Nine Months Ended

November 2, 2025

October 27, 2024

November 2, 2025

October 27, 2024

Cost of goods sold (excluding depreciation and amortization)

Selling, general and administrative expenses

Impairment of long-lived assets

Restructuring expense

6 unchanged sentences

Net loss attributable to controlling interest

Basic earnings per share (Class A and Class B):

Basic and diluted earnings per share (Class A and Class B):

Weighted average shares of common stock outstanding

Net loss per share attributable to controlling

Diluted earnings per share (Class A and Class B):

Weighted average shares and equivalents outstanding

Net loss per share attributable to controlling

The accompanying notes are an integral part of these condensed consolidated financial statements.

3 unchanged sentences

Three Months Ended

Nine Months Ended

November 2, 2025

October 27, 2024

November 2, 2025

October 27, 2024

Other comprehensive loss

Securities available-for sale:

Unrealized security gain arising during the period

Unrealized security gain (loss) arising during the period

Income tax expense

Other comprehensive income

Other comprehensive income (loss)

Comprehensive loss

5 unchanged sentences

(Amounts in thousands)

Nine Months Ended November 2, 2025

Three Months Ended May 3, 2026

Noncontrolling

12 unchanged sentences

Balance at May 3, 2026

Issuance of common stock

Stock-based compensation

Restricted stock forfeitures

Restricted stock surrendered for

Other comprehensive income

Balance at August 3, 2025

Issuance of common stock

Stock-based compensation

Restricted stock forfeitures

Restricted stock surrendered for taxes

Other comprehensive income

Net (loss) income

Balance at November 2, 2025

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(Amounts in thousands)

Nine Months Ended October 27, 2024

Three Months Ended May 4, 2025

Noncontrolling

3 unchanged sentences

shareholders'

Balance at January 28, 2024

Issuance of common stock

Stock-based compensation

Restricted stock forfeitures

Restricted stock surrendered for

Other comprehensive income

Net (loss) income

Balance at April 28, 2024

Balance at February 2, 2025

Issuance of common stock

4 unchanged sentences

Net (loss) income

Balance at July 28, 2024

Issuance of common stock

Stock-based compensation

Restricted stock forfeitures

Restricted stock surrendered for taxes

Other comprehensive loss

Net (loss) income

Balance at October 27, 2024

Balance at May 4, 2025

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(Amounts in thousands)

Nine Months Ended

November 2, 2025

October 27, 2024

Three Months Ended

Cash flows from operating activities:

2 unchanged sentences

Stock based compensation

Impairment of long-lived assets

Deferred income taxes

Loss on disposal of property and equipment

Non-cash lease expense

Changes in operating assets and liabilities:

Income taxes receivable

Prepaid expense & other current assets

1 unchanged sentence

Trade accounts payable

Income taxes payable

Accrued expenses and deferred rent obligations

Noncash lease impacts

Operating lease liabilities

Net cash used in operating activities

24 unchanged sentences

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.

(“Duluth Trading” or the “Company”), a Wisconsin corporation, is a lifestyle brand of men’s and women’s workwear, casual wear, outdoor apparel and accessories sold primarily through the Company’s own omnichannel platform.

The Company’s products are marketed under the Duluth Trading Company brand, 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.

13 unchanged sentences

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 2026 is a 52-week period and ends on January 31 , 2027.

Fiscal 2025 was a 52-week period and ended on February 1, 2026.

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.

The three months of fiscal 2026 and fiscal 2025 represent the Company’s 13-week periods ended May 3, 2026 and May 4, 2025, respectively.

The accompanying condensed consolidated financial statements as of and for the three months ended May 3, 2026 and May 4, 2025 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.

GAAP have been condensed or omitted pursuant to such SEC rules and regulations as of and for the three months ended May 3, 2026 and May 4, 2025.

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 1, 2026.

1 unchanged sentence

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.

Inventory reserve for excess, obsolete items, and shrinkage was $ 5.5 million and $ 4.4 million as of May 3, 2026 and February 1, 2026, respectively.

DULUTH HOLDINGS INC.

2 unchanged sentences

Prepaid expenses and other assets consist of the following:

November 2, 2025

February 1, 2026

16 unchanged sentences

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.

Reclassifications

Certain prior year amounts, which are not material, have been reclassified to conform to the current year presentation in the condensed consolidated financial statements and accompanying notes to the condensed consolidated financial statements.

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 1, 2026.

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.

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:

The expense components of the Company’s leases reflected on the Company’s condensed 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

Finance lease expense

Amortization of right-of-

16 unchanged sentences

Other information related to leases were as follows:

Nine Months Ended

November 2, 2025

October 27, 2024

Three Months Ended

(in thousands)

11 unchanged sentences

Operating leases

Future minimum lease payments under the non-cancellable leases are as follows as of November 2, 2025:

Future minimum lease payments under the non-cancellable leases are as follows as of May 3, 2026:

(in thousands)

5 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Unaudited)

In the first quarter of 2026, the Company recorded an impairment charge of $ 2.7 million, which consisted of a right-of-use asset of $ 2.0 million and associated leasehold improvements of $ 0.7 million relating to the closure of the Salt Lake City fulfillment center as discussed in further detail in Note 13.

The Company performed a recoverability test on the asset group.

This test indicated that the carrying amount of the asset was not recoverable, as it exceeded the sum of the future undiscounted cash flows expected to result from the use and eventual disposition of the assets.

Consequently, the Company proceeded to measure the impairment loss by comparing the asset group's carrying amount to its fair value.

The fair value, which is considered to be a level 3 non-recurring fair value measurement, was determined using a discounted cash flow analysis (an income approach).

The discounted cash flow analysis utilized level 3 fair value inputs including cash flow projections and discount rates.

The resulting impairment charge of $ 2.7 million represents the amount by which the carrying value exceeded the calculated fair value.

The impairment charge recorded is included in impairment of long-lived assets in the Company's condensed consolidated statement of operations for the three months ended May 3, 2026.

DEBT AND CREDIT AGREEMENT

Debt consists of the following:

November 2, 2025

February 1, 2026

12 unchanged sentences

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.

While the above notes are consolidated in accordance with ASC Topic 810, Consolidation , the Company is not the guarantor nor the 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

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.

On April 28, 2025, the Company entered into a credit agreement (the “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;

Under the 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 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.

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company is also permitted to voluntarily prepay the 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.

Pursuant to the Credit Agreement, the Company may request an increase in the revolving credit commitments in the aggregate amount of up to $ 25.0 million during the term of the Credit Agreement and with the consent of the Administrative Agent, subject to credit approval of the Lenders and the satisfaction of certain conditions.

The 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 replaced the prior revolving credit facility at a lower interest rate and extends the availability of funds to April 28, 2030 .

The Company believes the 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 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 Credit Agreement, which, among other things, (i) temporarily increased the aggregate revolving credit commitment under the Credit Agreement from $ 100.0 million to $ 125.0 million, as allowed by the existing Credit Agreement, beginning on October 1, 2025 until March 31, 2026 , as of which date the revolving credit commitment returned to $ 100.0 million.

As of May 3, 2026, the Company had drawn $ 6.0 million and had issued and outstanding letters of credit of $ 0.7 million under the Revolver, which reduced the amount available for cash advances under the facility to $ 93.3 million.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

November 2, 2025

February 1, 2026

6 unchanged sentences

Total accrued expenses and other current liabilities

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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).

6 unchanged sentences

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.

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company’s assets and liabilities measured at fair value are categorized as Level 3 instruments.

1 unchanged sentence

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.

During the three months ended May 3, 2026, 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 judgment 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

(in thousands)

4 unchanged sentences

Level 1 security:

Money market funds

Level 3 security:

Corporate trust

The following table presents a reconciliation of the beginning and ending balances of the Company's corporate trust security measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

Three Months Ended

(in thousands)

Corporate trust - (Level 3)

Beginning balance

Total gains (losses) included in OCI (Change in value)

Ending balance

Significant Unobservable Inputs

February 1, 2026

Weighted Average Discount Rate

Own credit risk

Future Cash Flows (in thousands)

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.

No other-than-temporary impairment was recorded in the unaudited condensed consolidated statements of operations for the three months ended May 3, 2026 or May 4, 2025.

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.

The following table presents future principal receipts related to the Company’s available-for-sale security by contractual maturity as of May 3, 2026.

(in thousands)

4 unchanged sentences

The carrying values and fair values of other financial instruments in the Consolidated Balance Sheets are as follows:

November 2, 2025

February 1, 2026

5 unchanged sentences

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.

VARIABLE INTEREST ENTITY

VARIABLE INTEREST ENTITIES

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.

2 unchanged sentences

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 has determined that it was the primary beneficiary of one VIE as of May 3, 2026 and February 1, 2026.

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.

In conjunction with the lease, the Company originally 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.

2 unchanged sentences

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

The condensed consolidated balance sheets include the following amounts as a result of the consolidation of TRI as of May 3, 2026 and February 1, 2026:

February 1, 2026

6 unchanged sentences

Total liabilities and shareholders' equity

LOSS PER SHARE

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

EARNINGS PER SHARE

Earnings per share is computed under the provisions of ASC 260 , Earnings Per Share .

4 unchanged sentences

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

Numerator - net loss attributable to

controlling interest

2 unchanged sentences

Dilutive shares

Earnings (loss) per share (Class A and Class B)

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.

Loss per share (Class A and Class B)

Basic and diluted

The computation of diluted loss per share excluded 1.5 million and 0.8 million of unvested restricted stock for the three months ended May 3, 2026 and May 4, 2025, respectively, because their inclusion would be anti-dilutive due to a net loss.

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.

Total stock compensation expense associated with restricted stock recognized by the Company was $ 0.7 million and $ 0.3 million for the three months ended May 3, 2026 and May 4, 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:

A summary of the activity in the Company’s unvested restricted stock during the three months ended May 3, 2026 is as follows:

Outstanding at February 1, 2026

Outstanding at November 2, 2025

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.

Outstanding at May 3, 2026

At May 3, 2026, the Company had unrecognized compensation expense of $ 7.1 million related to the restricted stock awards, which is expected to be recognized over a weighted average period of 2.4 years.

DULUTH HOLDINGS INC.

2 unchanged sentences

Property and equipment consist of the following:

November 2, 2025

February 1, 2026

9 unchanged sentences

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)

1 unchanged sentence

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 1, 2026

2 unchanged sentences

Contract liabilities

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

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

The following table provides the reconciliation of the contract liability related to gift cards for the three months ended:

(in thousands)

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Balance as of end of period

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.

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The effective tax rate related to controlling interest was ( 1.2 %) and ( 9.0 %) for the three months ended May 3, 2026 and May 4, 2025, 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 three months period ended May 3, 2026.

SEGMENT REPORTING

As of November 2, 2025 and October 27, 2024, we had one reportable segment.

As of May 3, 2026 and May 4, 2025, the Company 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 Company's CODM is its Chief Executive Officer .

The CODM has the ultimate decision-making authority for resource allocation and assessing the performance of the Company.

Thereby, the CODM regularly reviews consolidated net income as the measure of segment profit or loss, as well as significant segment expenses included in the below table, to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.

The CODM also uses these measures in monitoring plan versus actual results.

The CODM does not review segment assets at a different level or category than those disclosed in the condensed consolidated balance sheets.

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

(in thousands)

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Total selling, general and administrative

Impairment of long-lived assets

Restructuring expense

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Net loss attributable to controlling interest

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

On January 8, 2026, as a result of additional analysis of the Company's fulfillment center network, the Company communicated its intent to close the Salt Lake City fulfillment center, as such, the Company recorded employment related termination benefits and other restructuring related expenses beginning in the fourth quarter of 2025.

Three Months Ended

Nine Months Ended

November 2, 2025

October 27, 2024

November 2, 2025

October 27, 2024

(in thousands)

Early contract termination expense

Lease remeasurement expense

Accelerated depreciation expense

Disposals of property and equipment

Employee termination benefit expense

1 unchanged sentence

Total restructuring expenses

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements