8-K
DULUTH HOLDINGS INC. (DLTH)
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): March 19, 2026
DULUTH HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Wisconsin | 001-37641 | 39-1564801 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<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) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<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 2.02 | Results of Operations and Financial Condition. |
|---|
On March 19, 2026, Duluth Holdings Inc. (the “Company” or “Duluth Trading”) issued a press release (the “Earnings Press Release”) discussing, among other things, its financial results for its fiscal fourth quarter and fiscal year ended February 1, 2026. A copy of the Earnings Press Release is furnished as Exhibit 99.1 to this report.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On March 19, 2026, the Company issued an Investor Presentation. A copy of the Investor Presentation is attached as Exhibit 99.2 and is incorporated by reference herein.
The information reported in Items 2.02 and 7.01 of this Form 8-K, including Exhibits 99.1 and 99.2, is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Further, the information reported in Items 2.02 and 7.01 of this Form 8-K, including the Exhibits 99.1 and 99.2, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filings.
Forward Looking Information
Certain matters discussed in this Current Report on Form 8-K and other oral and written statements by representatives of the Company including, but not limited to, the Company’s ability to meet its fiscal 2026 expectations (including its ability to achieve its projected net sales and adjusted EBITDA) and its ability to execute on its growth strategies and its long-term growth targets, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the use of words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “believe,” “estimate,” “project,” “target,” “predict,” “intend,” “future,” “budget,” “goals,” “potential,” “continue,” “design,” “objective,” “forecasted,” “would,” and other similar expressions. The forward-looking statements are not historical facts, and are based upon Duluth Trading’s current expectations, beliefs, estimates, and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond Duluth Trading’s control. Duluth Trading’s expectations, beliefs and projections are expressed in good faith, and Duluth Trading believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates, and projections will be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements, including, among others, the risks, uncertainties, and factors set forth under Part 1, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2025 and other factors as may be periodically described in Duluth Trading’s subsequent filings with the SEC. These risks and uncertainties include, but are not limited to, the following: the impact of inflation and measures to control inflation on our results of operations; the prolonged effects of economic uncertainties on store and website traffic; the susceptibility of the price and availability of our merchandise to international trade conditions including tariffs; changes in U.S. and non-U.S. laws affecting the importation and taxation of goods, including imposition of unilateral tariffs on imported goods; our ability to secure the personal and/or financial information of our customers and employees; disruptions to our distribution network, supply chains and operations; failure to effectively manage inventory levels; our ability to maintain and enhance a strong brand and sub-brand image; adapting to declines in consumer confidence, inflation and decreases in consumer spending; disruptions to our e-commerce platform; our ability to meet customer delivery time expectations; our ability to properly allocate inventory throughout our distribution network to fulfill customer demand; our failure to meet our debt covenant ratios; natural disasters, unusually adverse weather conditions, boycotts, prolonged public health crises, epidemics or pandemics and unanticipated events; generating adequate cash from our existing stores and direct sales to support our growth; the impact of changes in corporate tax regulations and sales tax; identifying and responding to new and changing customer preferences; the success of the locations in which our stores are located; effectively relying on sources for merchandise located in foreign markets; transportation delays and interruptions, including port congestion; our inability to timely and effectively obtain shipments of products from our suppliers and deliver merchandise to our customers; the inability to maintain the performance of our maturing store portfolio; our inability to deploy marketing tactics and commit adequate resources to support marketing in order to retain and attract new customers; our ability to successfully open new stores; effectively adapting to new challenges associated with our expansion into new geographic markets; competing effectively in an environment of intense competition or elevated promotions; our ability to adapt to significant changes in sales due to the seasonality of our business; price reductions or inventory shortages resulting from failure to purchase the appropriate amount of inventory in advance of the season in which it will be sold; the potential for further increases in price and lack of availability of raw materials; our dependence on third-party vendors to provide us with sufficient quantities of merchandise at acceptable prices; failure of our vendors and their manufacturing sources to use acceptable labor or other practices; our dependence upon key executive management or our inability to hire or retain the talent required for our business; increases in costs of fuel or other energy, transportation or utility costs and in the costs of labor and employment; failure of our information technology systems to support our current and growing business, before and after our planned upgrades; disruptions in our supply chain and fulfillment centers; our inability to protect our trademarks or other intellectual property rights; infringement on the intellectual property of third parties; acts of war, terrorism or civil unrest; the impact of governmental laws and regulations and the outcomes of legal proceedings; failure to comply with data privacy regulation; our ability to comply with the security standards for the credit card industry; our failure to maintain adequate internal controls over our financial and management systems; acquisition, disposition, and development risks; and other factors that may be
disclosed in our SEC filings or otherwise. Forward-looking statements speak only as of the date the statements are made. Duluth Trading assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances or other changes affecting forward-looking information except to the extent required by applicable securities laws.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
The following exhibits are being furnished with this Current Report on Form 8-K.
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Earnings Press Release, dated March 19, 2026 |
| 99.2 | Investor Presentation, dated March 19, 2026 |
| 104 | Cover Page interactive data file (embedded with 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. | ||
|---|---|---|
| Date: March 19, 2026 | ||
| By: | /s/ Heena Agrawal | |
| Name: | Heena Agrawal | |
| Title: | Senior Vice President and Chief Financial Officer |
EX-99.1
Exhibit 99.1
Duluth Holdings Inc. Announces Fourth Quarter and Fiscal 2025 Financial Results
Fourth quarter 2025 Net Income of $7.8 million improves by $13.4 million versus prior year
Fourth quarter 2025 Gross Margin of 53.0% increases by 890 basis points versus prior year
Year-end inventory down 21.1% and full year positive Free Cash Flow of $16.6 million
MOUNT HOREB, WI – March 19, 2026 – 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 its financial results for the fiscal Fourth Quarter ended February 1, 2026.
Summary of the Fourth Quarter ended February 1, 2026
| • | Net Income of $7.8 million compared to net loss of $5.6 million in the prior year fourth quarter.<br> |
|---|---|
| • | Reported EPS of $0.22; and adjusted EPS^1^ of $0.23 adjusted<br>for restructuring expenses of $0.3 million, net of tax. |
| --- | --- |
| • | Adjusted EBITDA^2^ increased $8.9 million from the prior<br>year to $17.5 million. |
| --- | --- |
| • | Inventory down $35.2 million or 21.1% vs. last year. |
| --- | --- |
| • | Cash and cash equivalents of $16.3 million with net liquidity of $141.3 million. |
| --- | --- |
Summary of the Fiscal Year ended February 1, 2026
| • | Net loss reduced to $16.2 million compared to a net loss of $43.6 million in the prior year.<br> |
|---|---|
| • | Reported EPS loss of $0.47; and adjusted EPS^1^ loss of $0.43<br>adjusted for restructuring and impairment expenses of $1.4 million, net of tax. |
| --- | --- |
| • | Adjusted EBITDA^2^ increased $10.3 million from the prior<br>year to $24.9 million. |
| --- | --- |
| • | Full year positive Free Cash Flow^3^ of $16.6 million, an<br>improvement of $41.8 million compared to the prior year |
| --- | --- |
| ^1^ | See Reconciliation of net income (loss) to adjusted net income (loss) and adjusted net income (loss) to<br>adjusted EPS in the accompanying financial tables. |
| --- | --- |
| ^2^ | See Reconciliation of net income (loss) to EBITDA and EBITDA to Adjusted EBITDA in the accompanying financial<br>tables. |
| --- | --- |
| ^3^ | See Reconciliation of free cash flow in the accompanying financial tables. |
| --- | --- |
1
Management Commentary
| President and CEO Stephanie Pugliese stated, “I couldn’t be prouder of the team’s disciplined efforts in managing<br>promotional resets, controlling expenses, streamlining operations, and optimizing inventory levels. The strong operational execution in the fourth quarter and the year led to enhanced gross margin, lower operating costs, reduced inventory, and<br>improved profitability and free cash flow.”<br> <br><br> <br>Pugliese concluded,<br>“Looking ahead, we are focused on re-energizing our customer base through focusing our assortment on the core, lasting products our customers value most, and building on the momentum the team has<br>created.” |
|---|
Operating Results for the Fourth Quarter ended February 1, 2026
Net sales of $215.9 million, a decrease of $25.4 million or 10.5%, in the three months ended February 1, 2026 compared to $241.3 million in the three months ended February 2, 2025. Direct-to-consumer net sales decreased by 16.5% to $144.3 million due to lower traffic, partially offset by higher average order values. Retail store net sales increased by 4.7% to $71.6 million primarily driven by two new store openings, higher average order values and improved in-stocks.
Gross margin increased to 53.0% of net sales in the three months ended February 1, 2026, compared to 44.1% of net sales in the three months ended February 2, 2025 overcoming a $7.6 million tariff impact. The increase in gross margin rate was primarily driven by an increase in average unit retail prices from reduced promotional activity coupled with an improvement in product costs from our direct to factory sourcing initiative partially offset by tariff costs.
Selling, general and administrative expenses decreased $5.3 million, or 4.8%, to $105.4 million in the three months ended February 1, 2026 compared to $110.7 million in the three months ended February 2, 2025. Selling, general and administrative expenses as a percentage of net sales increased to 48.8% in the three months ended February 1, 2026, compared to 45.9% in the three months ended February 2, 2025. The increase in selling, general and administrative expense as a percentage of net sales was mainly driven by increased overhead expenses coupled with the decrease in net sales, partially offset by decreased advertising and variable expenses.
Balance Sheetand Liquidity
The Company ended the quarter with $16.3 million of cash and cash equivalents, $63.8 million of net working capital, no outstanding debt on the Asset Based Lending facility resulting in $141.3 million of net liquidity.
Fiscal 2026 Outlook
The Company provided the following fiscal 2026 outlook:
| • | Net sales in the range of $540 million to $560 million |
|---|---|
| • | Adjusted EBITDA^1^ in the range of $26 million to<br>$30 million |
| --- | --- |
| • | Capital expenditures, inclusive of software hosting implementation costs, of approximately $12 million<br> |
| --- | --- |
2
Conference Call Information
A conference call and audio webcast with analysts and investors will be held on Thursday, March 19, 2026, at 9:30 am Eastern Time to discuss the results and answer questions.
| • | Live conference call: 1-844-875-6915 (domestic) or 1-412-317-6711 (international)<br> |
|---|---|
| • | Conference call replay available through March 26, 2026: 1-855-669-9658 (domestic) or 1-412-317-0088<br>(international) |
| --- | --- |
| • | Replay access code: 2766842 |
| --- | --- |
| • | Live and archived webcast: ir.duluthtrading.com |
| --- | --- |
Participants can pre-register for the earnings conference call to expedite their entry into the call and avoid waiting for a live operator. To pre-register for the call, please visit https://dpregister.com/sreg/10207047/10363a9243d and enter your contact information. You will then be issued a personalized phone number and pin to dial into the live conference call. Investors can pre-register any time prior to the start of the conference call.
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 workwear, casual wear, 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.
Non-GAAP Measurements
Management believes that non-GAAP financial measures may be useful in certain instances to provide additional meaningful comparisons between current results and results in prior operating periods. Within this release, including the tables attached hereto, reference is made to adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), Free Cash Flow and Forecasted Adjusted EBITDA. See attached table “Reconciliation of Net Income (Loss) to EBITDA and EBITDA to Adjusted EBITDA,” for a reconciliation of net (loss) income to EBITDA and EBITDA to Adjusted EBITDA for the three months and fiscal year ended February 1, 2026, versus the three months and fiscal year ended February 2, 2025, “Free Cash Flow” as a liquidity measure for the fiscal years ended February 1, 2026 and February 2, 2025, “Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) and Adjusted Net Income (Loss) to Adjusted EPS” for a reconciliation of net income (loss) to adjusted net income (loss) and adjusted net income (loss) to adjusted EPS for the three months and fiscal years ended February 1, 2026 and February 2, 2026 and “Reconciliation of Forecasted Net Loss to Forecasted EBITDA and Forecasted EBITDA to Forecasted Adjusted EBITDA” for a reconciliation of forecasted net loss to EBITDA and EBITDA to Adjusted EBITDA for the fiscal year ended January 31, 2027.
Adjusted EBITDA is a metric used by management and frequently used by the financial community, which provides insight into an organization’s operating trends and facilitates comparisons between peer companies, since interest, taxes, depreciation and amortization can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA excludes certain items that are unusual in nature or not comparable from period to period.
Management believes Free Cash Flow is a useful measure of performance as an indication of an organization’s financial strength and provides additional perspective on the ability to efficiently use capital in executing growth strategies. Free Cash Flow is used to facilitate a comparison of operating performance on a consistent basis from period-to-period and the ability to generate cash. Free Cash Flow is defined as net cash provided by operating activities less purchase of property and equipment.
3
Adjusted Net Income (Loss) and Adjusted EPS is a metric used by management and frequently used by the financial community, which provides insight into the effectiveness of our business strategies and to compare our performance against that of peer companies. Adjusted Net Income (Loss) and Adjusted EPS excludes restructuring expenses and impairment expenses that are not comparable from period to period.
The Company provides this information to investors to assist in comparisons of past, present and future operating results and to assist in highlighting the results of on-going operations. While the Company’s management believes that non-GAAP measurements are useful supplemental information, such adjusted results are not intended to replace the Company’s GAAP financial results and should be read in conjunction with those GAAP results.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts included in this press release, including statements concerning Duluth Trading’s plans, objectives, goals, beliefs, business strategies, future events, business conditions, its results of operations, financial position and its business outlook, business trends and certain other information herein, including statements under the heading “Fiscal 2026 Outlook” are forward-looking statements. You can identify forward looking statements by the use of words such as “may,” ”might,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “believe,” “estimate,” “project,” “target,” “predict,” “intend,” “future,” “budget,” “goals,” “potential,” “continue,” “design,” “objective,” “forecasted,” “would” and other similar expressions. The forward-looking statements are not historical facts, and are based upon Duluth Trading’s current expectations, beliefs, estimates, and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond Duluth Trading’s control. Duluth Trading’s expectations, beliefs and projections are expressed in good faith, and Duluth Trading believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates, and projections will be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements, including, among others, the risks, uncertainties, and factors set forth under Part 1, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2025 and other factors as may be periodically described in Duluth Trading’s subsequent filings with the SEC. These risks and uncertainties include, but are not limited to, the following: the impact of inflation and measures to control inflation on our results of operations; the prolonged effects of economic uncertainties on store and website traffic; the susceptibility of the price and availability of our merchandise to international trade conditions including tariffs; changes in U.S. and non-U.S. laws affecting the importation and taxation of goods, including imposition of unilateral tariffs on imported goods; our ability to secure the personal and/or financial information of our customers and employees; disruptions to our distribution network, supply chains and operations; failure to effectively manage inventory levels; our ability to maintain and enhance a strong brand and sub-brand image; adapting to declines in consumer confidence, inflation and decreases in consumer spending; disruptions to our e-commerce platform; our ability to meet customer delivery time expectations; our ability to properly allocate inventory throughout our distribution network to fulfill customer demand; our failure to meet our debt covenant ratios; natural disasters, unusually adverse weather conditions, boycotts, prolonged public health crises, epidemics or pandemics and unanticipated events; generating adequate cash from our existing stores and direct sales to support our growth; the impact of changes in corporate tax regulations and sales tax; identifying and responding to new and changing customer preferences; the success of the locations in which our stores are located; effectively relying on sources for merchandise located in foreign markets; transportation delays and interruptions, including port congestion; our inability to timely and effectively obtain shipments of products from our suppliers and deliver merchandise to our customers; the inability to maintain the performance of our maturing
4
store portfolio; our inability to deploy marketing tactics and commit adequate resources to support marketing in order to retain and attract new customers; our ability to successfully open new stores; effectively adapting to new challenges associated with our expansion into new geographic markets; competing effectively in an environment of intense competition or elevated promotions; our ability to adapt to significant changes in sales due to the seasonality of our business; price reductions or inventory shortages resulting from failure to purchase the appropriate amount of inventory in advance of the season in which it will be sold; the potential for further increases in price and lack of availability of raw materials; our dependence on third-party vendors to provide us with sufficient quantities of merchandise at acceptable prices; failure of our vendors and their manufacturing sources to use acceptable labor or other practices; our dependence upon key executive management or our inability to hire or retain the talent required for our business; increases in costs of fuel or other energy, transportation or utility costs and in the costs of labor and employment; failure of our information technology systems to support our current and growing business, before and after our planned upgrades; disruptions in our supply chain and fulfillment centers; our inability to protect our trademarks or other intellectual property rights; infringement on the intellectual property of third parties; acts of war, terrorism or civil unrest; the impact of governmental laws and regulations and the outcomes of legal proceedings; failure to comply with data privacy regulation; our ability to comply with the security standards for the credit card industry; our failure to maintain adequate internal controls over our financial and management systems; acquisition, disposition, and development risks; and other factors that may be disclosed in our SEC filings or otherwise. Forward-looking statements speak only as of the date the statements are made. Duluth Trading assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances or other changes affecting forward-looking information except to the extent required by applicable securities laws.
The Company revised its prior period financial statements for an accounting correction related to sales tax collections to the Company’s CondensedConsolidated Balance Sheets that are primarily related to accrued expenses and other current liabilities, deferred taxes and retained earnings, as well as corresponding impacts to the Company’s other Consolidated Financial Statements. Theimpacts of these revisions were not material to the Company’s previously filed financial statements. These revisions relate to immaterial corrections that were identified by management and when accumulated, required a correction to theCompany’s previously filed financial statements.
Investor Contacts:
Heena Agrawal
Senior Vice President and Chief Financial Officer
Chris Steffes
Senior Director of Financial Planning and Analysis
Email: IR@duluthtrading.com
(Tables Follow)
***
5
DULUTH HOLDINGS INC.
Condensed Consolidated Balance Sheets
(Unaudited)
(Amounts inthousands)
| February 1, 2026 | February 2, 2025 | |||||
|---|---|---|---|---|---|---|
| ASSETS | ||||||
| Current Assets: | ||||||
| Cash and cash equivalents | $ | 16,345 | $ | 3,335 | ||
| Receivables | 2,710 | 3,970 | ||||
| Inventory, net | 131,342 | 166,545 | ||||
| Prepaid expenses & other current assets | 21,654 | 17,781 | ||||
| Total current assets | 172,051 | 191,631 | ||||
| Property and equipment, net | 96,913 | 111,560 | ||||
| Operating lease<br>right-of-use assets | 89,283 | 102,663 | ||||
| Finance lease<br>right-of-use assets, net | 29,577 | 32,957 | ||||
| Available-for-sale<br>security | 4,763 | 4,491 | ||||
| Other assets, net | 10,022 | 9,140 | ||||
| Total assets | $ | 402,609 | $ | 452,442 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
| Current liabilities: | ||||||
| Trade accounts payable | $ | 48,226 | $ | 73,882 | ||
| Accrued expenses and other current liabilities | 39,693 | 35,684 | ||||
| Income tax payable | 178 | 65 | ||||
| Current portion of operating lease liabilities | 16,449 | 15,534 | ||||
| Current portion of finance lease liabilities | 2,681 | 2,541 | ||||
| Current maturities of TRI long-term<br>debt^1^ | 1,020 | 931 | ||||
| Total current liabilities | 108,247 | 128,637 | ||||
| Operating lease liabilities, less current portion | 76,008 | 89,222 | ||||
| Finance lease liabilities, less current portion | 27,940 | 30,621 | ||||
| TRI long-term debt, less current<br>maturities^1^ | 23,337 | 24,283 | ||||
| Deferred tax liabilities | 962 | — | ||||
| Total liabilities | 236,494 | 272,763 | ||||
| Treasury stock | (2,922 | ) | (2,332 | ) | ||
| Capital stock | 110,794 | 108,009 | ||||
| Retained earnings | 61,332 | 77,721 | ||||
| Accumulated other comprehensive income | (231 | ) | (722 | ) | ||
| Total shareholders’ equity of Duluth Holdings Inc. | 168,973 | 182,676 | ||||
| Noncontrolling interest | (2,858 | ) | (2,997 | ) | ||
| Total shareholders’ equity | 166,115 | 179,679 | ||||
| Total liabilities and shareholders’ equity | $ | 402,609 | $ | 452,442 | ||
| ^1^ | Represents debt of the variable interest entity, TRI Holdings, LLC, that is consolidated in accordance with ASC<br>810, Consolidation. Duluth Holdings Inc. is not the guarantor nor the obligor of this debt. | |||||
| --- | --- |
6
DULUTH HOLDING INC.
Consolidated Statements of Operations
(Unaudited)
(Amounts inthousands, except per share figures)
| Three Months Ended | Fiscal Year Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| February 1,2026 | February 2,2025 | February 1,2026 | February 2,2025 | ||||||||
| Net sales | $ | 215,893 | $ | 241,270 | $ | 565,184 | $ | 626,629 | |||
| Cost of goods sold (excluding depreciation and amortization) | 101,499 | 134,791 | 263,570 | 318,119 | |||||||
| Gross profit | 114,394 | 106,479 | 301,614 | 308,510 | |||||||
| Selling, general and administrative expenses | 105,392 | 110,720 | 310,546 | 337,623 | |||||||
| Restructuring expense | 375 | — | 1,225 | 7,748 | |||||||
| Operating income (loss) | 8,627 | (4,241 | ) | (10,157 | ) | (36,861 | ) | ||||
| Interest expense | 1,020 | 1,322 | 5,201 | 4,554 | |||||||
| Other income, net | 540 | 6 | 295 | 173 | |||||||
| Income (loss) before income taxes | 8,146 | (5,557 | ) | (15,064 | ) | (41,242 | ) | ||||
| Income tax expense | 356 | 4 | 1,185 | 2,370 | |||||||
| Net income (loss) | 7,790 | (5,561 | ) | (16,249 | ) | (43,612 | ) | ||||
| Less: Net income attributable to noncontrolling interest | 44 | 25 | 139 | 59 | |||||||
| Net income (loss) attributable to controlling interest | $ | 7,746 | $ | (5,586 | ) | $ | (16,388 | ) | $ | (43,671 | ) |
| Basic earnings per share (Class A and Class B): | |||||||||||
| Weighted average shares of common stock outstanding | 34,537 | 33,510 | 34,619 | 33,368 | |||||||
| Net income (loss) per share attributable to controlling interest | $ | 0.22 | $ | (0.17 | ) | $ | (0.47 | ) | $ | (1.31 | ) |
| Diluted earnings per share (Class A and Class B): | |||||||||||
| Weighted average shares and equivalents outstanding | 35,512 | 33,510 | 34,619 | 33,368 | |||||||
| Net income (loss) per share attributable to controlling interest | $ | 0.22 | $ | (0.17 | ) | $ | (0.47 | ) | $ | (1.31 | ) |
7
DULUTH HOLDINGS INC.
Consolidated Statements of Cash Flows
(Unaudited)
(Amounts inthousands)
| Fiscal Year Ended | ||||||
|---|---|---|---|---|---|---|
| February 1, 2026 | February 2, 2025 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (16,249 | ) | $ | (43,612 | ) |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 25,471 | 32,282 | ||||
| Stock-based compensation | 2,506 | 4,046 | ||||
| Deferred income taxes | 962 | 1,767 | ||||
| Loss on disposal of property and equipment | 170 | 473 | ||||
| Changes in operating assets and liabilities: | ||||||
| Receivables | 1,260 | 1,985 | ||||
| Income taxes receivable | — | 617 | ||||
| Inventory | 35,203 | (40,788 | ) | |||
| Prepaid expense & other assets | 855 | 1,085 | ||||
| Software hosting implementation costs, net | (5,575 | ) | (3,171 | ) | ||
| Trade accounts payable | (24,900 | ) | 22,863 | |||
| Income taxes payable | 113 | 65 | ||||
| Accrued expenses and deferred rent obligations | 3,412 | 2,059 | ||||
| Other | (138 | ) | 473 | |||
| Noncash lease impacts | 1,082 | 2,939 | ||||
| Net cash provided by (used in) operating activities | 24,172 | (16,917 | ) | |||
| Cash flows from investing activities: | ||||||
| Purchases of property and equipment | (7,600 | ) | (8,329 | ) | ||
| Principal receipts from<br>available-for-sale security | 220 | 200 | ||||
| Net cash used in investing activities | (7,380 | ) | (8,129 | ) | ||
| Cash flows from financing activities: | ||||||
| Proceeds on line of credit | 175,126 | 83,500 | ||||
| Payments on line of credit | (175,126 | ) | (83,500 | ) | ||
| Payments on TRI long term debt | (930 | ) | (846 | ) | ||
| Payments on finance lease obligations | (2,541 | ) | (2,721 | ) | ||
| Shares withheld for tax payments on vested restricted stock | (590 | ) | (594 | ) | ||
| Other | 279 | 385 | ||||
| Net cash used in financing activities | (3,782 | ) | (3,776 | ) | ||
| Increase (decrease) in cash and cash equivalents | 13,010 | (28,822 | ) | |||
| Cash and cash equivalents at beginning of period | 3,335 | 32,157 | ||||
| Cash and cash equivalents at end of period | $ | 16,345 | $ | 3,335 |
8
DULUTH HOLDINGS INC.
Reconciliation of Net Income (Loss) to EBITDA and EBITDA to Adjusted EBITDA
(Unaudited)
(Amounts inthousands)
| Three Months Ended | Fiscal Year Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| February 1, 2026 | February 2, 2025 | February 1, 2026 | February 2, 2025 | ||||||||
| Net income (loss) | $ | 7,790 | $ | (5,561 | ) | $ | (16,249 | ) | $ | (43,612 | ) |
| Depreciation and amortization | 5,943 | 7,552 | 25,471 | 31,133 | |||||||
| Amortization of internal-use software hosting subscription<br>implementation costs | 1,240 | 1,425 | 4,732 | 5,281 | |||||||
| Interest expense | 1,020 | 1,322 | 5,201 | 4,554 | |||||||
| Income tax expense | 356 | 4 | 1,185 | 2,370 | |||||||
| EBITDA (non-GAAP) | $ | 16,350 | $ | 4,742 | $ | 20,341 | $ | (274 | ) | ||
| Long-term incentive expense | 733 | 800 | 2,811 | 4,152 | |||||||
| Impairment expenses | — | 2,998 | 549 | 2,998 | |||||||
| Restructuring expense | 375 | — | 1,225 | 7,748 | |||||||
| Adjusted EBITDA (non-GAAP) | $ | 17,458 | $ | 8,540 | $ | 24,926 | $ | 14,624 |
DULUTH HOLDINGS INC.
Free Cash Flow
(Unaudited)
| Fiscal Year Ended | ||||||
|---|---|---|---|---|---|---|
| February 1, 2026 | February 2, 2025 | |||||
| (in thousands) | ||||||
| Net cash provided by (used in) operating activities | $ | 24,172 | $ | (16,917 | ) | |
| Purchases of property and equipment | (7,600 | ) | (8,329 | ) | ||
| Free Cash Flow (non-GAAP) | $ | 16,572 | $ | (25,246 | ) |
DULUTH HOLDINGS INC.
Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) and Adjusted Net Income (Loss) to Adjusted EPS
(Unaudited)
| Three Months Ended | Twelve Months Ended | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| February 1, 2026 | February 2, 2025 | February 1, 2026 | February 2, 2025 | |||||||||||||||||||||
| (in thousands, except per share amounts) | Amount | Pershare | Amount | Pershare | Amount | Pershare | Amount | Pershare | ||||||||||||||||
| Net income (loss) attributable to controlling interest | $ | 7,745 | 0.22 | $ | (5,586 | ) | (0.17 | ) | $ | (16,388 | ) | (0.47 | ) | $ | (43,671 | ) | (1.31 | ) | ||||||
| Plus: Restructuring expenses | 375 | 0.01 | — | — | 1,225 | 0.04 | 7,748 | 0.23 | ||||||||||||||||
| Plus: Impairment expenses | — | — | 2,998 | 0.09 | 549 | 0.02 | 2,998 | 0.09 | ||||||||||||||||
| Income tax effect of adjustments to net loss | (86 | ) | (0.00 | ) | (690 | ) | (0.02 | ) | (408 | ) | (0.01 | ) | (2,472 | ) | (0.07 | ) | ||||||||
| Adjusted net income (loss) | $ | 8,034 | 0.23 | $ | (3,278 | ) | (0.10 | ) | $ | (15,022 | ) | (0.43 | ) | $ | (35,397 | ) | (1.06 | ) |
DULUTH HOLDINGS INC.
Reconciliation of Forecasted Net Loss to Forecasted EBITDA and Forecasted EBITDA to Forecasted Adjusted EBITDA
(Unaudited)
(Amounts inthousands)
| Low | High | |||||
|---|---|---|---|---|---|---|
| Forecasted | ||||||
| Net loss | $ | (11,800 | ) | $ | (7,500 | ) |
| Depreciation and amortization | 25,200 | 25,200 | ||||
| Amortization of internal-use software hosting subscription<br>implementation costs | 4,800 | 4,800 | ||||
| Interest expense | 3,800 | 3,500 | ||||
| Income tax expense | 200 | 200 | ||||
| EBITDA (non-GAAP) | $ | 22,200 | $ | 26,200 | ||
| Long-term incentive expense | 3,800 | 3,800 | ||||
| Adjusted EBITDA (non-GAAP) | $ | 26,000 | $ | 30,000 |
9
EX-99.2
Exhibit 99.2 Investor Presentation Fourth Quarter 2025 March 19, 2026
Disclaimer Forward-Looking Statements This investor presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts included in this press release, including statements concerning Duluth Trading’s plans, objectives, goals, beliefs, business strategies, future events, business conditions, its results of operations, financial position and its business outlook, business trends and certain other information herein, including statements under the heading “Fiscal 2026 Outlook” are forward-looking statements. You can identify forward looking statements by the use of words such as “may,” ”might,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “believe,” “estimate,” “project,” “target,” “predict,” “intend,” “future,” “budget,” “goals,” “potential,” “continue,” “design,” “objective,” “forecasted,” “would” and other similar expressions. The forward-looking statements are not historical facts, and are based upon Duluth Trading’s current expectations, beliefs, estimates, and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond Duluth Trading’s control. Duluth Trading’s expectations, beliefs and projections are expressed in good faith, and Duluth Trading believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates, and projections will be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements, including, among others, the risks, uncertainties, and factors set forth under Part 1, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2025 and other factors as may be periodically described in Duluth Trading’s subsequent filings with the SEC. These risks and uncertainties include, but are not limited to, the following: the impact of inflation and measures to control inflation on our results of operations; the prolonged effects of economic uncertainties on store and website traffic; the susceptibility of the price and availability of our merchandise to international trade conditions including tariffs; changes in U.S. and non-U.S. laws affecting the importation and taxation of goods, including imposition of unilateral tariffs on imported goods; our ability to secure the personal and/or financial information of our customers and employees; disruptions to our distribution network, supply chains and operations; failure to effectively manage inventory levels; our ability to maintain and enhance a strong brand and sub-brand image; adapting to declines in consumer confidence, inflation and decreases in consumer spending; disruptions to our e-commerce platform; our ability to meet customer delivery time expectations; our ability to properly allocate inventory throughout our distribution network to fulfill customer demand; our failure to meet our debt covenant ratios; natural disasters, unusually adverse weather conditions, boycotts, prolonged public health crises, epidemics or pandemics and unanticipated events; generating adequate cash from our existing stores and direct sales to support our growth; the impact of changes in corporate tax regulations and sales tax; identifying and responding to new and changing customer preferences; the success of the locations in which our stores are located; effectively relying on sources for merchandise located in foreign markets; transportation delays and interruptions, including port congestion; our inability to timely and effectively obtain shipments of products from our suppliers and deliver merchandise to our customers; the inability to maintain the performance of our maturing store portfolio; our inability to deploy marketing tactics and commit adequate resources to support marketing in order to retain and attract new customers; our ability to successfully open new stores; effectively adapting to new challenges associated with our expansion into new geographic markets; competing effectively in an environment of intense competition or elevated promotions; our ability to adapt to significant changes in sales due to the seasonality of our business; price reductions or inventory shortages resulting from failure to purchase the appropriate amount of inventory in advance of the season in which it will be sold; the potential for further increases in price and lack of availability of raw materials; our dependence on third-party vendors to provide us with sufficient quantities of merchandise at acceptable prices; failure of our vendors and their manufacturing sources to use acceptable labor or other practices; our dependence upon key executive management or our inability to hire or retain the talent required for our business; increases in costs of fuel or other energy, transportation or utility costs and in the costs of labor and employment; failure of our information technology systems to support our current and growing business, before and after our planned upgrades; disruptions in our supply chain and fulfillment centers; our inability to protect our trademarks or other intellectual property rights; infringement on the intellectual property of third parties; acts of war, terrorism or civil unrest; the impact of governmental laws and regulations and the outcomes of legal proceedings; failure to comply with data privacy regulation; our ability to comply with the security standards for the credit card industry; our failure to maintain adequate internal controls over our financial and management systems; acquisition, disposition, and development risks; and other factors that may be disclosed in our SEC filings or otherwise. Forward-looking statements speak only as of the date the statements are made. Duluth Trading assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances or other changes affecting forward-looking information except to the extent required by applicable securities laws. 2
Disclaimer Non-GAAP Measurements Management believes that non-GAAP financial measures may be useful in certain instances to provide additional meaningful comparisons between current results and results in prior operating periods. Within this release, including the tables attached hereto, reference is made to adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), Free Cash Flow and Forecasted Adjusted EBITDA. See attached table “Reconciliation of Net Income (Loss) to EBITDA and EBITDA to Adjusted EBITDA,” for a reconciliation of net (loss) income to EBITDA and EBITDA to Adjusted EBITDA for the three months and fiscal year ended February 1, 2026, versus the three months and fiscal year ended February 2, 2025, “Free Cash Flow” as a liquidity measure for the fiscal years ended February 1, 2026 and February 2, 2025, “Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) and Adjusted Net Income (Loss) to Adjusted EPS” for a reconciliation of net income (loss) to adjusted net income (loss) and adjusted net income (loss) to adjusted EPS for the three months and fiscal years ended February 1, 2026 and February 2, 2026 and “Reconciliation of Forecasted Net Loss to Forecasted EBITDA and Forecasted EBITDA to Forecasted Adjusted EBITDA” for a reconciliation of forecasted net loss to EBITDA and EBITDA to Adjusted EBITDA for the fiscal year ended January 31, 2027. Adjusted EBITDA is a metric used by management and frequently used by the financial community, which provides insight into an organization’s operating trends and facilitates comparisons between peer companies, since interest, taxes, depreciation and amortization can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA excludes certain items that are unusual in nature or not comparable from period to period. Management believes Free Cash Flow is a useful measure of performance as an indication of an organization’s financial strength and provides additional perspective on the ability to efficiently use capital in executing growth strategies. Free Cash Flow is used to facilitate a comparison of operating performance on a consistent basis from period-to-period and the ability to generate cash. Free Cash Flow is defined as net cash provided by operating activities less purchase of property and equipment. Adjusted Net Income (Loss) and Adjusted EPS is a metric used by management and frequently used by the financial community, which provides insight into the effectiveness of our business strategies and to compare our performance against that of peer companies. Adjusted Net Income (Loss) and Adjusted EPS excludes restructuring expenses and impairment expenses that are not comparable from period to period. The Company provides this information to investors to assist in comparisons of past, present and future operating results and to assist in highlighting the results of on-going operations. While the Company’s management believes that non-GAAP measurements are useful supplemental information, such adjusted results are not intended to replace the Company’s GAAP financial results and should be read in conjunction with those GAAP results. 3
OUR GREATER PURPOSE “Celebrating the can-do spirit by enabling anyone who takes on life with their own two hands.” OUR MISSION STATEMENT “We build high-quality, solution-based products for work, play and every day. We craft our raw materials – unique brands, durable products, standout customer service, and a No Bull Guarantee – into industry-leading consumer experiences. Job done right means we never forget that “there’s gotta be a better way.”
Secret Sauce Better Innovation Long, colorful history of product innovation and solution-based design Better Marketing Distinctive marketing made to break through the clutter and drive buying Better Customer Experiences Outstanding and engaging customer experience 6
FINANCIAL REVIEW
Year Ended February 1, 2026 Summary: ● Net loss reduced to $16.2 million compared to a net loss of $43.6 million in the prior year. 1 ● Reported EPS loss of $0.47; and adjusted EPS loss of $0.43 adjusted for restructuring and impairment expenses of $1.4 million, net of tax. 2 ● Adjusted EBITDA increased $10.3 million from the prior year to $24.9 million. ● Full year positive Free Cash Flow of $16.6 million, an improvement of $41.8 million compared to the prior year 1 See Reconciliation of net income / (loss) to adjusted net income / (loss) and adjusted net income / (loss) to adjusted EPS on slide 17 2 See Reconciliation of net income / (loss) to EBITDA and EBITDA to Adjusted EBITDA on slide 16 8
53.0% 3.5% 8.1% (1.4%) 3.7% Three Months Ended February 1, 2026 (10.5%) 7.4% Margin Margin Margin 44.1% 1,2 Adjusted Net Net Sales Gross Profit Adjusted EBITDA 3,4 Income / (Loss) ($ in millions) ($ in millions) ($ in millions) ($ in millions) 1 Adjusted to reflect the add-back of long-term incentive, restructuring, and impairment expenses 2 See Reconciliation of net income / (loss) to EBITDA and EBITDA to Adjusted EBITDA on slide 16 3 Excludes net income / (loss) attributable to noncontrolling interest. 4 See Reconciliation of net income / (loss) to adjusted net income / (loss) on slide 17 9
53.4% 2.3% 4.4% (5.6%) (2.7%) Twelve Months Ended February 1, 2026 (9.8%) (2.2%) Margin Margin Margin 49.2% 1,2 Adjusted Net Net Sales Gross Profit Adjusted EBITDA 3,4 Income / (Loss) ($ in millions) ($ in millions) ($ in millions) ($ in millions) 1 Adjusted to reflect the add-back of long-term incentive, restructuring, and impairment expenses 2 See Reconciliation of net income / (loss) to EBITDA and EBITDA to Adjusted EBITDA on slide 16 3 Excludes net income / (loss) attributable to noncontrolling interest. 4 See Reconciliation of net income / (loss) to adjusted net income / (loss) on slide 17 10
Balance Sheet, Liquidity and Free Cash Flow 1,2 3 Debt to Capital Free Cash Flow ($ in millions) As of February 1, 2026 Cash and Cash Equivalents $16.3 Debt: Line of Credit $0.0 Term Loan $0.0 Total Debt $0.0 Total Shareholders’ Equity $166.1 Total Capitalization $182.4 Debt to Capital ratio 0.0% 1 Debt balances do not include TRI Holdings, LLC, a variable interest entity that is consolidated for reporting purposes 2 The Asset Based Lending Agreement extends to 2030 and provides for borrowings of up to $125.0 million 3 See Reconciliation of Free Cash Flow on slide 16 11
Net Sales and Adjusted EBITDA 1 Adjusted to reflect the add-back of long-term incentive, restructuring, and impairment expenses. 12
Capital Expenditures Salt Lake 4 New 2 New Logistics Adairsville FC Stores City FC Stores Productivity 1 New Website Digital Technology Roadmap Store re-platform 13 Initiatives Capital Expenditures ($ in millions)
Fiscal 2026 Outlook ($ in millions) 2025 2026 Guidance Reconciliation to 2026 Forecasted Adj. EBITDA ($ in millions) Net Sales $565.2 $540 to $560 Fiscal Year Ended January 31, 2027 Adj. EBITDA $24.9 $26 to $30 Forecasted ($ in millions) Low High 1 CAPEX 17.8 12.0 Net Loss $(11.8) $(7.5) (+) Depreciation and amortization 25.2 25.2 (+) Amortization of internal-use software 4.8 4.8 hosting subscription implementation costs (+) Interest expense 3.8 3.5 (+) Income tax expense 0.2 0.2 EBITDA $22.2 $26.2 (+) Long-term incentive expense 3.8 3.8 Forecasted Adjusted EBITDA ($ in millions) $26.0 $30.0 1 2025 and 2026 inclusive of software hosting implementation costs which are included in Prepaid expenses & other current assets on the Company’s Consolidated Balance Sheets. 14
THANK YOU
Appendix Reconciliation to 2025 Adjusted EBITDA and Free Cash Flow Adjusted EBITDA Free Cash Flow Three Months Ended Twelve Months Ended Twelve Months Ended February February February February February 1, February 2, ($ in millions) ($ in millions) 1, 2026 2, 2025 1, 2026 2, 2025 2026 2025 Net cash used in operating Net Income / (Loss) $7.8 $(5.6) $(16.2) $(43.6) $24.2 $(16.9) activities (+) Depreciation and Purchases of property 5.9 7.6 25.5 31.1 (7.6) (8.3) amortization and equipment (+) Amortization of Free Cash Flow $16.6 $(25.2) internal-use software (non-GAAP) 1.2 1.4 4.7 5.3 hosting subscription implementation costs (+) Interest expense 1.0 1.3 5.2 4.6 (+) Income tax expense 0.4 0.0 1.2 2.4 (benefit) EBITDA $16.4 $4.7 $20.3 $(0.3) (+) Long-term incentive 0.7 0.8 2.8 4.2 expense (+) Impairment expense — 3.0 0.5 3.0 (+) Restructuring expense 0.4 — 1.2 7.7 Adjusted EBITDA $17.5 $8.5 $24.9 $14.6 16
Appendix Reconciliation to 2025 Adjusted Net Income / (Loss) Adjusted Net Income / (Loss) Three Months Ended Twelve Months Ended ($ in millions) February 1, 2026 February 2, 2025 February 1, 2026 February 2, 2025 Amount Per share Amount Per share Amount Per share Amount Per share Net Income / (Loss) $7.7 $0.22 $(5.6) $(0.17) $(16.4) $(0.47) $(43.7) $(1.31) (+) Restructuring expenses 0.4 0.01 — — 1.2 0.04 7.7 0.23 (+) Impairment expenses — — 3.0 0.09 0.5 0.02 3.0 0.09 Income tax effect of (0.1) (0.0) (0.7) (0.02) (0.4) (0.01) (2.5) (0.07) impairment Adjusted net income / (loss) $8.0 $0.23 $(3.3) $(0.10) $(15.0) $(0.43) $(35.4) $(1.06) 17