ROCKY BRANDS, INC. 10-Q

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Unregistered Sales of Equity Securities None. Use of Proceeds Not applicable. Our shareholder repurchase program expired on March 4, 2022. ITEM 5 - TRADING PLANS During the three months ended June 30, 2024 , no director or officer (as defined in Rule 16a - 1 (f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K. 20 Table of Contents ITEM 6. EXHIBITS Exhibit Number Description 10.1 Amended and Restated ABL Loan and Security Agreement, dated April 26, 2024, between the Company and Bank of America, N.A. as Agent, Sole Arranger and Sole Bookrunner and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 26, 2024 and filed on April 30, 2024). 10.2 Rocky Brands, Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit A to the Company’s definitive proxy statement on Schedule 14A, filed on April 29, 2024). 31.1* Certification Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) of the Principal Executive Officer. 31.2* Certification Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) of the Principal Financial Officer. 32** Section 1350 Certification of Principal Executive Officer/Principal Financial Officer. 101* Attached as Exhibits 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 formatted in Inline XBRL (“eXtensible Business Reporting Language”): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Shareholders' Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) related notes to these financial statements. 104* Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101 * Filed with this Report. ** Furnished with this Report. 21 Table of Contents SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ROCKY BRANDS, INC. Dat e: August 8, 2024 By: /s/ Thomas D. Robertson Thomas D. Robertson Chief Operating Officer, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 22