8-K - DLTH - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 5, 2025

DULUTH HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Wisconsin	001-37641	39-1564801
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)

201 East Front Street

Mount Horeb, Wisconsin 53572

(Address of principal executive offices, including zip code)

(608) 424-1544

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Class B Common Stock, No Par Value	DLTH	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 5, 2025, Duluth Holdings Inc. (the “Company”) issued a press release announcing the grant of shares in connection with the inducement awards to Stephanie L. Pugliese, President and Chief Executive Officer of the Company, the material terms of which were previously disclosed, in connection with NASDAQ Listing Rule 5635(c)(4), which requires public announcement of such awards made outside the terms of the Company’s 2024 Equity Incentive Plan.

The Company and Ms. Pugliese also entered into (i) an Inducement Stock Award Agreement, dated May 5, 2025 and (ii) an Inducement Restricted Stock Award Agreement, dated May 5, 2025, pursuant to which the shares were issued.

Copies of the Inducement Stock Award Agreement and the Inducement Restricted Stock Award Agreement are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, to this filing and are incorporated herein by reference. The Company’s press release announcing the grant is also attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits

(d) Exhibits.

Exhibit<br>No.	Description
10.1	Inducement Stock Award Agreement, dated May 5, 2025, by and between Ms. Pugliese and the Company.
10.2	Inducement Restricted Stock Award Agreement, dated May 5, 2025, by and between Ms. Pugliese and the Company.
99.1	Press Release dated May 5, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DULUTH HOLDINGS INC.
Dated: May 5, 2025	By:	/s/ Heena Agrawal
		Heena Agrawal<br> <br>Senior Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

DULUTH HOLDINGS INC.

INDUCEMENT STOCK AWARD AGREEMENT

This Inducement Stock Award Agreement (this “Agreement”) is executed as of May 5, 2025 by and between Duluth Holdings Inc., a Wisconsin corporation (the “Company”), and Stephanie Pugliese (the “Executive”). This Agreement is not subject to the 2024 Equity Incentive Plan of Duluth Holdings Inc. (the “Plan”), but all terms used in this Agreement and not otherwise defined herein shall have the same meanings as set forth in the Plan, which Plan is attached hereto as Exhibit A.

W I T N E S S E T H:

WHEREAS, the Executive is hereby granted Shares as an inducement material to her employment with the Company under NASDAQ Listing Rule 5635(c)(4), subject to the terms and conditions provided in this Agreement.

NOW, THEREFORE, the Company and the Executive hereby agree as follows:

Terms of Award. The Executive has been granted 586,511 Shares (the “Award Shares”). The Award Shares shall not be subject to a Period of Restriction.
Dividends and Voting Rights. The Executive shall be entitled to receive any dividends that become payable with respect to the Award Shares and shall be entitled to voting rights with respect to the Award Shares.

Repayment Condition. If Executive terminates her employment without Good Reason (as defined in the Employment Agreement between the Company and the Executive effective as of May 5, 2025 (the “Employment Agreement”) or is terminated by the Company for Cause (as defined in the Employment Agreement) prior to May 5, 2026 (the “Repayment Period”), Executive shall be required to reimburse the Company with respect to the Award Shares pursuant to this Section 3. To the extent Executive, as of the last date of her employment with the Company, still holds the number of Shares corresponding to those required to be surrendered during the Repayment Period (such total number of Shares, the “Repayment Share Number”) on the last day of her employment with the Company, surrender of the same number of Shares (or an adjusted amount in the event of a stock split or reverse stock split in the interim) to the Company shall be sufficient reimbursement under this Section 3 and Executive agrees hereunder to surrender such Shares. To the extent that Executive does not hold a number of Shares equal to the Repayment Share Number as of the last date of her employment with the Company, Executive agrees to surrender (a) the full number of Shares held by Executive as of the date of her employment with the Company plus (b) an amount in cash equal to (i) the difference between the number of Shares surrendered in (a) and the Repayment Share Number, multiplied by (ii) the amount of proceeds per Share realized (or Fair Market Value in the event of a gift by Executive) by Executive upon disposition of that same number of Shares during the Repayment Period, whereas in the event that tracking of the actual amount of proceeds realized per Share by Executive upon disposition of the Shares is not possible or impracticable, the maximum amounts per Share realized by Executive upon the disposition of Shares during the

Repayment Period shall be used for purposes of calculating this reimbursement. In the event Executive is required to reimburse the Company pursuant to this Agreement, Executive hereby agrees to reimburse the Company pursuant to this Section 3 with immediately available funds, no later than thirty (30) days of the last day of her employment with the Company. Executive further agrees that Company may deduct amounts due the Company pursuant to this Agreement from any wages owed by Company to the Executive, to the extent permissible under Section 409A of the Code. For purposes of this Agreement, “Repayment Share Number” means a number of Shares equal to 586,511 multiplied by a fraction, the numerator of which is equal twelve (12) minus the number of full calendar months Executive was employed by the Company during the Repayment Period (with the period May 5, 2025 through May 31, 2025 being considered a full calendar month), and the denominator of which is twelve (12).

Restrictive Covenant Agreement. By execution of this Agreement, the Executive agrees that the Executive and the Award Shares shall be bound by the terms and restrictions of the Restrictive Covenant Agreement attached hereto as Exhibit B. As a condition to the award of the Award Shares hereunder, the Executive shall execute the Restrictive Covenant Agreement, dated as of even date herewith.
Compliance with Laws and Regulations. The issuance and transfer of the Award Shares in accordance with this Agreement will be subject to compliance by the Company and Executive with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which Shares may be listed at the time of such issuance or transfer. The Company shall have the right to delay the issue or delivery of any Award Shares until (i) the completion of such registration or qualification of such Award Shares under any federal or state law, ruling or regulation as the Company shall determine to be necessary or advisable, and (ii) receipt from the Executive of such documents and information as the Committee may deem necessary or appropriate in connection with such registration or qualification.
Taxes. The Company may require payment or reimbursement of or may withhold any tax that it believes is required as a result of the grant the Award Shares, and the Company may defer making delivery of the Award Shares until arrangements satisfactory to the Company have been made with regard to any such payment, reimbursement, or withholding obligation. The Executive may, at her election, satisfy her obligation for payment of required tax withholding by having the Company retain a number of Award Shares having an aggregate Fair Market Value on the date the Award Shares are withheld equal to the amount of the required tax withholding.
No Right to Service. The granting of the Award Shares under this Agreement shall not be construed as granting to the Executive any right with respect to continued employment with the Company, nor shall it interfere in any way with the right of the Company to terminate the Executive’s employment at any time.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement providing for a single grant of Award Shares; and any counterpart may be delivered to another party by e-mail. A signature to this Agreement electronically transmitted in “pdf” format or by email, shall be considered a binding signature and shall have the same force and effect as an original signature.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed as of the date and year first above written.

DULUTH HOLDINGS INC.
By:	/s/ Stephen L. Schlecht
Name:	Stephen L. Schlecht
Its:	Chairman

The undersigned Executive hereby accepts the foregoing grant of Shares and agrees to the several terms and conditions hereof.

/s/ Stephanie Pugliese
Stephanie Pugliese, Executive

Exhibit A

2024 Equity Incentive Plan of Duluth Holdings Inc.

Exhibit B

Restrictive Covenant Agreement

EX-10.2

Exhibit 10.2

DULUTH HOLDINGS INC.

INDUCEMENT RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement (this “Agreement”) is executed as of May 5, 2025 by and between Duluth Holdings Inc., a Wisconsin corporation (the “Company”), and Stephanie Pugliese (the “Executive”). This Agreement is not subject to the 2024 Equity Incentive Plan of Duluth Holdings Inc. (the “Plan”), but all terms used in this Agreement and not otherwise defined herein shall have the same meanings as set forth in the Plan, which Plan is attached hereto as Exhibit A.

W I T N E S S E T H:

WHEREAS, the Executive is hereby granted Restricted Stock as an inducement material to her employment with the Company under NASDAQ Listing Rule 5635(c)(4), subject to the terms and conditions provided in this Agreement.

NOW, THEREFORE, the Company and the Executive hereby agree as follows:

Terms of Award. The Executive has been granted 1,173,021 shares of Restricted Stock. The Period of Restriction for (a) 33% percent of such shares (387,097 shares), shall end on May 5, 2026, the first anniversary of the date of the grant of the Restricted Stock, (b) 33% percent of such shares (387,097 shares), shall end on May 5, 2027, the second anniversary of the date of the grant of the Restricted Stock, and (c) 34% percent of such shares (398,827 shares), shall end on May 5, 2028, the third anniversary of the date of the grant of the Restricted Stock. Except as provided in this Section 1, in the event that the Executive’s employment with the Company is terminated for any reason, all vesting of the subject shares shall immediately cease. Any of the Restricted Stock which has not become vested shall be referred to herein as “Unvested Stock.” In the event the Executive’s employment with the Company is terminated (A) due to her death, (B) due to her Disability, or (C) without Cause (as defined in the Employment Agreement between the Company and the Executive as of May 5, 2025 (the “Employment Agreement”)), or (D) the Executive terminates her employment for Good Reason (as defined in the Employment Agreement), the Executive shall become fully vested in all Unvested Stock. In the event the Executive’s employment with the Company is terminated for any other reason, the Executive shall forfeit all Unvested Stock and all of such Unvested Stock shall revert to the Company. All Unvested Stock that has not been previously forfeited shall be deemed to be fully vested upon a Change in Control. Notwithstanding the foregoing, if the Executive’s service with the Company ends prior to the expiration of the Period of Restriction due to her death or Disability, all restrictions applicable to any Restricted Stock granted under this Agreement shall immediately lapse.
Dividends and Voting Rights. The Executive shall be entitled to receive any dividends that become payable with respect to such shares of Restricted Stock and shall be entitled to voting rights with respect to such shares of Restricted Stock.
Restrictions on Restricted Stock. The Restricted Stock may not be sold, assigned, conveyed, donated, pledged, transferred or otherwise disposed of or encumbered for the Period of Restriction.
Restrictive Covenant Agreement. By execution of this Agreement, the Executive agrees that the Executive and such shares of Restricted Stock shall be bound by the terms and restrictions of the Restrictive Covenant Agreement attached hereto as Exhibit B. As a condition to the award of such shares of Restricted Stock hereunder, the Executive shall execute the Restrictive Covenant Agreement, dated as of even date herewith.
Compliance with Laws and Regulations. The issuance and transfer of Shares in accordance with this Agreement will be subject to compliance by the Company and Executive with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which Shares may be listed at the time of such issuance or transfer. The Company shall have the right to delay the issue or delivery of any Shares until (i) the completion of such registration or qualification of such Shares under any federal or state law, ruling or regulation as the Company shall determine to be necessary or advisable, and (ii) receipt from the Executive of such documents and information as the Committee may deem necessary or appropriate in connection with such registration or qualification.
Adjustments. The Restricted Stock granted under this Agreement shall be subject to the provisions of Section 4.3 and 15.1 of the Plan as if they had been granted thereunder in the event of the circumstances described therein.
Taxes. The Company may require payment or reimbursement of or may withhold any tax that it believes is required as a result of the grant or vesting of such Restricted Stock or any payments in connection with the Restricted Stock, and the Company may defer making delivery of any Restricted Stock or Shares in respect of Restricted Stock until arrangements satisfactory to the Company have been made with regard to any such payment, reimbursement, or withholding obligation. The Executive may, at her election, satisfy her obligation for payment of required tax withholding by having the Company retain a number of Shares having an aggregate Fair Market Value on the date the Shares are withheld equal to the amount of the required tax withholding.
No Right to Service. The granting of Restricted Stock under this Agreement shall not be construed as granting to the Executive any right with respect to continued employment with the Company, nor shall it interfere in any way with the right of the Company to terminate the Executive’s employment at any time.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement providing for a single grant of shares of Restricted Stock; and any counterpart may be delivered to another party by e-mail. A signature to this Agreement electronically transmitted in “pdf” format or by email, shall be considered a binding signature and shall have the same force and effect as an original signature.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed as of the date and year first above written.

DULUTH HOLDINGS INC.
By:	/s/ Stephen L. Schlecht
Name:	Stephen L. Schlecht
Its:	Chairman

The undersigned Executive hereby accepts the foregoing grant of Restricted Stock and agrees to the several terms and conditions hereof.

/s/ Stephanie Pugliese
Stephanie Pugliese, Executive

Exhibit A

2024 Equity Incentive Plan of Duluth Holdings Inc.

Exhibit B

Restrictive Covenant Agreement

EX-99.1

Exhibit 99.1

LOGO

Duluth Holdings Inc. Announces Inducement Grant Under

NASDAQ Listing Rule 5635(c)(4)

MOUNTHOREB, WI – May 5, 2025 – Duluth Holdings Inc. (dba, Duluth Trading Company) (“Duluth Trading” or the “Company”) (NASDAQ: DLTH), a lifestyle brand of men’s and women’s workwear, casual wear, outdoor apparel, and accessories, today announced that it made an inducement grant to Ms. Stephanie L. Pugliese in connection with her employment as the Company’s new President and Chief Executive Officer, effective May 5, 2025, the material terms of which were previously disclosed.

The Company granted a total of 1,759,532 shares of Class B common stock to Ms. Pugliese pursuant to the terms of the Inducement Stock Award Agreement and the Inducement Restricted Stock Award Agreement, entered between the Company and Ms. Pugliese on May 5, 2025, each as a material inducement to Ms. Pugliese’s hiring.

Pursuant to the Inducement Stock Award Agreement, 586,511 shares were granted to Ms. Pugliese on May 5, 2025. If Ms. Pugliese terminates her employment without good reason or is terminated by the Company for cause prior to May 5, 2026, she will be required to reimburse the Company for a pro rata portion of the 586,511 shares granted to Ms. Pugliese under such agreement. In connection with the 1,173,021 shares of restricted stock granted to Ms. Pugliese pursuant to the Inducement Restricted Stock Award Agreement, (i) 33% percent of such shares will vest on May 5, 2026, (ii) 33% percent of such shares will vest on May 5, 2027, and (iii) the remaining 34% of the shares will vest May 5, 2028. If Ms. Pugliese’s employment with the Company is terminated (i) due to her death, (ii) due to her disability, (iii) without cause, or (iv) by Ms. Pugliese for good reason, then all unvested stock will vest immediately. If her employment with the Company is terminated for any other reason, all unvested stock will be forfeited and revert to the Company.

The stock awards were granted outside the terms of the Company’s 2024 Equity Incentive Plan and were approved by the Company’s Board of Directors, Compensation Committee, and the Subcommittee of the Compensation Committee of the Board of Directors, consisting of the independent directors of the Compensation Committee, in reliance on the employment inducement exemption under NASDAQ Listing Rule 5635(c)(4), which requires public announcement of inducement awards. Pursuant to the requirements of that rule, the Company is issuing this press release.

About Duluth Trading

Duluth Trading is a lifestyle brand for the Modern, Self-Reliant American. Based in Mount Horeb, Wisconsin, we offer high quality, solution-based casual wear, workwear and accessories for men and women who lead a hands-on lifestyle and who value a job well-done. We provide our customers an engaging and entertaining experience. Our marketing incorporates humor and storytelling that conveys the uniqueness of our products in a distinctive, fun way, and are available through our content-rich website, catalogs, and “store like no other” retail locations.

We are committed to outstanding customer service backed by our “No Bull Guarantee” - if it’s not right, we’ll fix it. Visit our website at http://www.duluthtrading.com.

Investor Contacts:

Tom Filandro

ICR, Inc.

(646) 277-1200

DuluthIR@icrinc.com