What changed in this filing

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Item 1. Financial Statements

2026-09-04 compared with 2026-06-09 · 166 added, 72 removed, 432 unchanged (36% of the section changed)

3 unchanged sentences

(Amounts in thousands)

August 2, 2026

February 1, 2026

25 unchanged sentences

10,000 shares authorized;

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

issued or outstanding as of August 2, 2026 and February 1, 2026

Common stock (Class A), no par value;

10,000 shares authorized;

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

issued and outstanding as of August 2, 2026 and February 1, 2026

Common stock (Class B), no par value;

200,000 shares authorized;

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

35,288 shares issued and 34,636 shares outstanding as of August 2, 2026 and

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

Treasury stock, at cost;

470 and 470 shares as of May 3, 2026 and

652 and 470 shares as of August 2, 2026 and

February 1, 2026, respectively

11 unchanged sentences

Three Months Ended

Six Months Ended

August 2, 2026

August 3, 2025

August 2, 2026

August 3, 2025

Cost of goods sold (excluding depreciation and amortization)

2 unchanged sentences

Restructuring expense

Operating loss

Operating income (loss)

Interest expense

Other (loss) income, net

Loss before income taxes

Income tax expense

Other income (loss), net

Income (loss) before income taxes

Income tax expense (benefit)

Net income (loss)

Net income attributable to noncontrolling interest

Net loss attributable to controlling interest

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

Net income (loss) attributable to controlling interest

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

Weighted average shares of common stock outstanding

Net loss per share attributable to controlling

Net income (loss) per share attributable to controlling

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

Weighted average shares and equivalents outstanding

Net income (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

Other comprehensive loss

Six Months Ended

August 2, 2026

August 3, 2025

August 2, 2026

August 3, 2025

Net income (loss)

Other comprehensive income (loss)

Securities available-for sale:

2 unchanged sentences

Other comprehensive income (loss)

Comprehensive loss

Comprehensive income (loss)

Comprehensive income attributable to noncontrolling interest

Comprehensive loss attributable to controlling

Comprehensive income (loss) attributable to controlling

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

2 unchanged sentences

(Amounts in thousands)

Three Months Ended May 3, 2026

Six Months Ended August 2, 2026

Noncontrolling

3 unchanged sentences

shareholders'

(loss) income

Balance at February 1, 2026

6 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 2, 2026

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

2 unchanged sentences

(Amounts in thousands)

Three Months Ended May 4, 2025

Six Months Ended August 3, 2025

Noncontrolling

11 unchanged sentences

Balance at May 4, 2025

Issuance of common stock

Stock-based compensation

Restricted stock forfeitures

Restricted stock surrendered for

Other comprehensive income

Balance at August 3, 2025

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

2 unchanged sentences

(Amounts in thousands)

Three Months Ended

Six Months Ended

August 2, 2026

August 3, 2025

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization

8 unchanged sentences

Trade accounts payable

Accrued expenses and deferred rent obligations

Accrued expenses and other current liabilities

Operating lease liabilities

Net cash used in operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

8 unchanged sentences

Payments of tax withholding on vested restricted shares

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents

Net cash provided by (used in) financing activities

Increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

30 unchanged sentences

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

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.

The three and six months of fiscal 2026 and fiscal 2025 represent the Company’s 13-week and 26-week periods ended August 2, 2026 and August 3, 2025, respectively.

The accompanying condensed consolidated financial statements as of and for the three and six months ended August 2, 2026 and August 3, 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 months ended May 3, 2026 and May 4, 2025.

GAAP have been condensed or omitted pursuant to such SEC rules and regulations as of and for the three and six months ended August 2, 2026 and August 3, 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, obsolete items, and shrinkage was $ 5.5 million and $ 4.4 million as of May 3, 2026 and February 1, 2026, respectively.

Inventory reserve for excess, obsolete items, and shrinkage was $ 5.8 million and $ 4.4 million as of August 2, 2026 and February 1, 2026 , respectively.

DULUTH HOLDINGS INC.

2 unchanged sentences

Prepaid expenses and other assets consist of the following:

August 2, 2026

February 1, 2026

19 unchanged sentences

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.

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 except as described below.

IEEPA Tariff Refunds

On February 20, 2026, the U.S.

Supreme Court issued a ruling relating to tariffs imposed under the International Emergency Economic Powers Act ("IEEPA").

Following the ruling, the U.S.

Customs and Border Protection and other federal agencies issued additional guidance and took actions affecting the assessment, collection, refund, and/or protest of certain tariffs.

In March 2026, the U.S.

Court of International Trade issued an additional ruling stating that importers that have paid tariffs under IEEPA are due refunds.

The Company submitted its refund request in the first quarter of 2026 for reimbursement in the amount of $ 12.5 million, which reflected the amount of IEEPA tariffs the Company determined were paid while such tariffs were in effect from February 2025 through February 2026.

The Company received tariff refunds of $ 12.8 million for the three and six months ended August 2, 2026 , which consisted of $ 12.4 million in tariff principal and $ 0.4 million in interest.

The Company recorded a receivable of $ 0.1 million for the remaining uncollected tariff principal amount, which is included in prepaid expenses & other current assets on the condensed consolidated balance sheets as of August 2, 2026 , as the Company believes it is probable that it will recover the remaining uncollected amount under the loss recovery accounting model due to the history of collecting substantially all of the submitted amounts as of period-end.

The Company recorded a reduction to cost of goods sold of $ 12.5 million , which is consistent with the original accounting treatment of the underlying tariff costs, and $ 0.4 million in interest income in the condensed consolidated statement of operations for the three and six months ended August 2, 2026.

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

In July 2026, the Company also reached an agreement and obtained a credit memorandum from a vendor to collect $ 5.5 million in refunds of tariff charges that were previously passed through to the Company by the vendor.

The Company recorded a receivable of $ 5.5 million, which is included in prepaid expenses & other current assets on the condensed consolidated balance sheet as of August 2, 2026.

The Company recorded a reduction to cost of goods sold for $ 5.5 million for these refunds for the three and six months ended August 2, 2026, which is consistent with the original accounting treatment of the underlying tariff costs.

In addition, the Company expects to reimburse certain vendors for tariff charges that the Company previously passed through to those vendors, which the Company was refunded in the second quarter of 2026.

The Company expects to pay approximately $ 2.0 million to such vendors and as such has recorded an accrual for this amount, which is included in accrued expenses & other current liabilities on the condensed consolidated balance sheet as of August 2, 2026.

The accrual was recorded as a charge to cost of goods sold for the three and six months ended August 2, 2026, which is consistent with the original accounting treatment of the underlying tariff costs.

The expense components of the Company’s leases reflected on the Company’s condensed consolidated statement of operations were as follows:

1 unchanged sentence

Three Months Ended

Six Months Ended

of Operations

August 2, 2026

August 3, 2025

August 2, 2026

August 3, 2025

(in thousands)

18 unchanged sentences

Other information related to leases were as follows:

Three Months Ended

Six Months Ended

August 2, 2026

August 3, 2025

(in thousands)

11 unchanged sentences

Operating leases

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

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Future minimum lease payments under the non-cancellable leases are as follows as of August 2, 2026:

(in thousands)

3 unchanged sentences

Lease liability

DULUTH HOLDINGS INC.

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.

5 unchanged sentences

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.

The impairment charge recorded is included in impairment of long-lived assets in the Company's condensed consolidated statement of operations for the six months ended August 2, 2026 .

DEBT AND CREDIT AGREEMENT

Debt consists of the following:

August 2, 2026

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 the obligor of these notes.

While the above notes are consolidated in accordance with Accounting Standards Codification (“ASC”) Topic 810, Consolidation , the Company is not the guarantor nor the obligor of these notes.

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Credit Agreement

5 unchanged sentences

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.

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.

4 unchanged sentences

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.

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 any Sweep to Loan Arrangement then in effect 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, 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.

In the second quarter of 2026, the Company reduced the aggregate revolving credit commitment under the Credit Agreement from $ 100.0 million to $ 70.0 million as allowed by the Second Amendment to the Credit Agreement.

The aggregate revolving credit commitment will return to $ 100.0 million in the third quarter of 2026.

As of August 2, 2026 , the Company had no balance drawn 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 $ 69.3 million.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

August 2, 2026

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 three months ended May 3, 2026, certain changes in the inputs did impact the fair value of the available-for-sale security.

During the three and six months ended August 2, 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.

1 unchanged sentence

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:

August 2, 2026

(in thousands)

Level 1 security:

Money market funds

Level 3 security:

Corporate trust

6 unchanged sentences

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

Six Months Ended

August 2, 2026

August 3, 2025

(in thousands)

3 unchanged sentences

Ending balance

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Significant Unobservable Inputs

August 2, 2026

February 1, 2026

4 unchanged sentences

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 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 May 3, 2026.

No other-than-temporary impairment was recorded in the unaudited condensed consolidated statements of operations for the three and six months ended August 2, 2026 and August 3, 2025.

The following table presents future principal receipts related to the Company’s available-for-sale security by contractual maturity as of August 2, 2026.

(in thousands)

4 unchanged sentences

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

August 2, 2026

February 1, 2026

10 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 May 3, 2026 and February 1, 2026.

The Company has determined that it was the primary beneficiary of one VIE as of August 2, 2026 and February 1, 2026.

The Company leases the Company’s headquarters in Mt.

5 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 May 3, 2026 and February 1, 2026:

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The condensed consolidated balance sheets include the following amounts as a result of the consolidation of TRI as of August 2, 2026 and February 1, 2026:

August 2, 2026

February 1, 2026

6 unchanged sentences

Total liabilities and shareholders' equity

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

EARNINGS PER SHARE

5 unchanged sentences

Three Months Ended

Six Months Ended

August 2, 2026

August 3, 2025

August 2, 2026

August 3, 2025

(in thousands, except per share data)

Numerator - net loss attributable to

Numerator - net income (loss) attributable to

controlling interest

2 unchanged sentences

Dilutive shares

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.

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

The computation of diluted loss per share excluded 0.2 million of unvested restricted stock for the six months ended August 3, 2025 , 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 $ 0.7 million and $ 0.3 million for the three months ended May 3, 2026 and May 4, 2025, respectively.

Total stock compensation expense associated with restricted stock recognized by the Company was $ 0.9 million and $ 1.1 million for the three months ended August 2, 2026 and August 3, 2025, respectively.

Total stock compensation expense associated with restricted stock recognized by the Company was $ 1.6 million and $ 1.3 million for the six months ended August 2, 2026 and August 3, 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 three months ended May 3, 2026 is as follows:

Outstanding at February 1, 2026

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.

Notes to Condensed Consolidated Financial Statements (Unaudited)

A summary of the activity in the Company’s unvested restricted stock during the six months ended August 2, 2026 is as follows:

Outstanding at February 1, 2026

Outstanding at August 2, 2026

At August 2, 2026 , the Company had unrecognized compensation expense of $ 6.7 million related to the restricted stock awards, which is expected to be recognized over a weighted average period of 2.1 years.

PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

August 2, 2026

February 1, 2026

11 unchanged sentences

Three Months Ended

Six Months Ended

August 2, 2026

August 3, 2025

August 2, 2026

August 3, 2025

(in thousands)

2 unchanged sentences

Contract assets and liabilities on the Company’s consolidated balance sheets are presented in the following table:

August 2, 2026

February 1, 2026

2 unchanged sentences

Contract liabilities

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

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

August 2, 2026

August 3, 2025

(in thousands)

4 unchanged sentences

Balance as of end of period

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 ( 1.2 %) and ( 9.0 %) for the three months ended May 3, 2026 and May 4, 2025, respectively.

The effective tax rate related to controlling interest was 2.1 % and ( 6.0 %) for the six months ended August 2, 2026 and August 3, 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.

The Company maintains a valuation allowance against its deferred tax assets as of August 2, 2026 .

SEGMENT REPORTING

As of May 3, 2026 and May 4, 2025, the Company had one reportable segment.

As of August 2, 2026 and August 3, 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.

6 unchanged sentences

Three Months Ended

Six Months Ended

August 2, 2026

August 3, 2025

August 2, 2026

August 3, 2025

(in thousands)

7 unchanged sentences

Restructuring expense

Operating loss

Operating income (loss)

Interest expense

Other (loss) income, net

Loss before income taxes

Income tax expense

Other income (loss), net (1)

Income (loss) before income taxes

Income tax expense (benefit)

Net income (loss)

Net income attributable to noncontrolling interest

Net loss attributable to controlling interest

Net income (loss) attributable to controlling interest

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(1) Cost of goods sold includes a reduction of $ 16.0 million and other (loss) income, net includes interest income of $ 0.4 million for the three and six months ended August 2, 2026 related to IEEPA tariff refunds as further discussed in Note 1.

RESTRUCTURING

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.

On June 4, 2025, as a result of right-sizing the expense structure of the Company, the Company voluntarily underwent a reduction in force.

Three Months Ended

Six Months Ended

August 2, 2026

August 3, 2025

August 2, 2026

August 3, 2025

(in thousands)

6 unchanged sentences

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU No.

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (“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.

3 unchanged sentences

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