UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~May 23, ~~2025~~2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number 001-37641

DULUTH HOLDINGS INC.

(Exact name of registrant as specified in its charter)


Wisconsin	39-1564801
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

201 East Front Street Mount Horeb, Wisconsin	53572
(Address of principal executive offices)	(Zip Code)

     (608) 424-1544

    

     (Registrant’s telephone number, including area code)

    

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☑	Smaller Reporting Company	☑
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares outstanding of the Registrant’s Class A common stock, no par value, as of ~~December~~June 158, ~~2025~~2026, was 3,364,200.

The number of shares outstanding of the Registrant’s Class B common stock, no par value, as of ~~December~~June 158, ~~2025~~2026, was 3334,~~361~~637,~~992~~871.

Table of Contents

DULUTH HOLDINGS INC.

QUARTERLY REPORT ON FORM 10-Q

FOR QUARTER ENDED ~~November~~May 23, ~~2025~~2026

INDEX

	Part I—Financial Information	Page
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of November 2, 2025 and February 2, 2025 (Unaudited)	4
	Condensed Consolidated Balance Sheets as of May 3, 2026 and February 1, 2026 (Unaudited)	3
	Condensed Consolidated Statements of Operations for the three and nine months ended November 2, 2025 and October 27, 2024 (Unaudited)	5
	Condensed Consolidated Statements of Operations for the three months ended May 3, 2026 and May 4, 2025 (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended November 2, 2025 and October 27, 2024 (Unaudited)	6
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended May 3, 2026 and May 4, 2025 (Unaudited)	5
	Condensed Consolidated Statement of Shareholders’ Equity for the three and nine months ended November 2, 2025 (Unaudited)	7
	Condensed Consolidated Statement of Shareholders’ Equity for the three months ended May 3, 2026 (Unaudited)	6
	Condensed Consolidated Statement of Shareholders’ Equity for the three and nine months ended October 27, 2024 (Unaudited)	8
	Condensed Consolidated Statement of Shareholders’ Equity for the three months ended May 4, 2025 (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the nine months ended November 2, 2025 and October 27, 2024 (Unaudited)	9
	Condensed Consolidated Statements of Cash Flows for the three months ended May 3, 2026 and May 4, 2025 (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	109
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2220
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2926
Item 4.	Controls and Procedures	2926
	Part II—Other Information
Item 1.	Legal Proceedings	2926
Item 1A.	Risk Factors	2926
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2926
Item 5.	Other Information	3026
Item 6.	Exhibits	3127
Signatures		3228

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

DULUTH HOLDINGS INC.

Condensed Consolidated Balance Sheets ~~- Assets~~

(Unaudited)

(Amounts in thousands)

	November 2, 2025			February 2, 2025
	May 3, 2026			February 1, 2026
ASSETS
Current Assets:
Cash and cash equivalents	$	86,~~172~~134		$	316,~~335~~345
Receivables		51,~~301~~754			32,~~970~~710
Income tax receivable		114			—
Inventory		132,444			131,342
Inventory, less reserves of $4,517 and $2,135, respectively		192,198			166,545
Prepaid expenses & other current assets		22,732			21,654
Prepaid expenses & other current assets		22,961			17,781
Total current assets		163,064			172,051
Total current assets		228,746			191,631
Property and equipment, net		91,909			96,913
Property and equipment, net		100,000			111,560
Operating lease right-of-use assets		83,382			89,283
Operating lease right-of-use assets		93,350			102,663
Finance lease right-of-use assets, net		28,733			29,577
Finance lease right-of-use assets, net		30,423			32,957
Available-for-sale security		4,676			4,763
Available-for-sale security		4,860			4,491
Other assets, net		8,886			10,022
Other assets, net		10,627			9,140
Total assets	$	380,650		$	402,609
Total assets	$	468,006		$	452,442
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable	$	40,072		$	48,226
Accrued expenses and other current liabilities		34,370			39,871
Current portion of operating lease liabilities		16,562			16,449
Current portion of finance lease liabilities		2,711			2,681
Line of credit		6,009			—
Current maturities of TRI long-term debt		1,043			1,020
Total current liabilities		100,767			108,247
Operating lease liabilities, less current maturities		72,015			76,008
Finance lease liabilities, less current maturities		27,251			27,940
TRI long-term debt, less current maturities		23,085			23,337
Deferred tax liabilities		962			962
Total liabilities		224,080			236,494
Shareholders' equity:
Preferred stock, no par value; 10,000 shares authorized; no shares issued or outstanding as of May 3, 2026 and February 1, 2026		—			—
Common stock (Class A), no par value; 10,000 shares authorized; 3,364 shares issued and outstanding as of May 3, 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 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 February 1, 2026, respectively		(3,156	)		(2,922	)
Capital stock		111,560			110,794
Retained earnings		51,231			61,332
Accumulated other comprehensive loss		(260	)		(231	)
Total shareholders' equity of Duluth Holdings Inc.		159,375			168,973
Noncontrolling interest		(2,805	)		(2,858	)
Total shareholders' equity		156,570			166,115
Total liabilities and shareholders' equity	$	380,650		$	402,609

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

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DULUTH HOLDINGS INC.

Condensed Consolidated Balance Sheets – Liabilities and Shareholders’ Equity

(Unaudited)

(Amounts in thousands)

	November 2, 2025			February 2, 2025
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable	$	80,196		$	73,882
Accrued expenses and other current liabilities		32,919			35,684
Income taxes payable		—			65
Current portion of operating lease liabilities		16,328			15,534
Current portion of finance lease liabilities		2,651			2,541
Line of credit		44,584			—
Current maturities of TRI long-term debt		997			931
Total current liabilities		177,675			128,637
Operating lease liabilities, less current maturities		79,502			89,222
Finance lease liabilities, less current maturities		28,621			30,621
TRI long-term debt, less current maturities		23,586			24,283
Deferred tax liabilities		938			—
Total liabilities		310,322			272,763
Shareholders' equity:
Preferred stock, no par value; 10,000 shares authorized; no shares issued or outstanding as of November 2, 2025 and February 2, 2025		—			—
Common stock (Class A), no par value; 10,000 shares authorized; 3,364 shares issued and outstanding as of November 2, 2025 and February 2, 2025		—			—
Common stock (Class B), no par value; 200,000 shares authorized; 33,800 shares issued and 33,330 shares outstanding as of November 2, 2025 and 32,077 shares issued and 31,813 shares outstanding as of February 2, 2025		—			—
Treasury stock, at cost; 470 and 264 shares as of November 2, 2025 and February 2, 2025, respectively		(2,922	)		(2,332	)
Capital stock		110,112			108,009
Retained earnings		53,588			77,721
Accumulated other comprehensive loss		(192	)		(722	)
Total shareholders' equity of Duluth Holdings Inc.		160,586			182,676
Noncontrolling interest		(2,902	)		(2,997	)
Total shareholders' equity		157,684			179,679
Total liabilities and shareholders' equity	$	468,006		$	452,442

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

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DULUTH HOLDINGS INC.

Condensed Consolidated Statements of Operations

(Unaudited)

(Amounts in thousands, except per share figures)

	Three Months Ended						~~Nine Months Ended~~
	November 2, 2025			October 27, 2024			November 2, 2025			October 27, 2024
	May 3, 2026			May 4, 2025
Net sales	$	~~114~~98,~~871~~594		$	~~127~~102,~~056~~704		$	~~349,291~~		$	~~385,359~~
Cost of goods sold (excluding depreciation and amortization)		5341,~~025~~960			6049,~~645~~349			~~162,071~~			~~183,328~~
Gross profit		6156,~~846~~634			6653,~~411~~355			~~187,220~~			~~202,031~~
Selling, general and administrative expenses		7061,~~680~~802			8265,~~311~~158			~~205,154~~			~~226,903~~
Restructuring expense		—			6,152			850			7,748
Impairment of long-lived assets		2,709			549
Operating loss		(8,834	)		(22,052	)		(18,784	)		(32,620	)
Restructuring expense		1,354			—
Interest expense		1,231			1,251			4,181			3,232
Operating loss		(9,231	)		(12,352	)
Other (loss) income, net		(2	)		6			(245	)		167
Interest expense		790			1,481
Loss before income taxes		(10,067	)		(23,297	)		(23,210	)		(35,685	)
Other (loss) income, net		93			(161	)
Income tax expense		—			4,919			828			2,366
Loss before income taxes		(9,928	)		(13,994	)
Net loss		(10,067	)		(28,216	)		(24,038	)		(38,051	)
Income tax expense		120			1,270
Less: Net income attributable to noncontrolling interest		34			15			95			34
Net loss		(10,048	)		(15,264	)
Net loss attributable to controlling interest	$	(10,101	)	$	(28,231	)	$	(24,133	)	$	(38,085	)
Less: Net income attributable to noncontrolling interest		53			29
Basic earnings per share (Class A and Class B):
Net loss attributable to controlling interest	$	(10,101	)	$	(15,293	)
Weighted average shares of common stock outstanding		34,517			33,448			34,226			33,314
Basic and diluted earnings per share (Class A and Class B):
Net loss per share attributable to controlling interest	$	(0.29	)	$	(0.84	)	$	(0.71	)	$	(1.14	)
Weighted average shares of common stock outstanding		34,712			33,714
Diluted earnings per share (Class A and Class B):
Net loss per share attributable to controlling interest	$	(0.29	)	$	(0.45	)
Weighted average shares and equivalents outstanding		34,517			33,448			34,226			33,314
Net loss per share attributable to controlling interest	$	(0.29	)	$	(0.84	)	$	(0.71	)	$	(1.14	)

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

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DULUTH HOLDINGS INC.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(Amounts in thousands)

	Three Months Ended						~~Nine Months Ended~~
	November 2, 2025			October 27, 2024			November 2, 2025			October 27, 2024
	May 3, 2026			May 4, 2025
Net loss	$	(10,~~067~~048	)	$	(2815,~~216~~264	)	$	~~(24,038~~	)	$	~~(38,051~~	)
Other comprehensive loss
Securities available-for sale:
Unrealized security gain arising during the period		80			13			530			1
Unrealized security gain (loss) arising during the period		(29	)		422
Income tax expense		—			3—			—			—
Other comprehensive income		80			10			530			1
Other comprehensive income (loss)		(29	)		422
Comprehensive loss		(910,~~987~~077	)		(2814,~~206~~842	)		~~(23,508~~	)		~~(38,050~~	)
Comprehensive income attributable to noncontrolling interest		3453			1529			95			34
Comprehensive loss attributable to controlling interest	$	(10,~~021~~130	)	$	(2814,~~221~~871	)	$	~~(23,603~~	)	$	~~(38,084~~	)

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

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DULUTH HOLDINGS INC.

Condensed Consolidated Statement of Shareholders’ Equity

(Unaudited)

(Amounts in thousands)

	Nine Months Ended November 2, 2025
	Three Months Ended May 3, 2026
												Accumulated			Noncontrolling
	Capital stock											other			interest in			Total
						Treasury			Retained			comprehensive			variable interest			shareholders'
	Shares			Amount		stock			earnings			(loss) income			entity			equity
Balance at February 2, 2025		35,177		$	108,009	$	(2,332	)	$	77,721		$	(722	)	$	(2,997	)	$	179,679
Balance at February 1, 2026		36,748		$	110,794	$	(2,922	)	$	61,332		$	(231	)	$	(2,858	)	$	166,115
Issuance of common stock		~~766~~1,413			6657		—			—			—			—			6657
Stock-based compensation		—			~~254~~709		—			—			—			—			~~254~~709
Restricted stock forfeitures		(~~567~~17	)		—		—			—			—			—			—
Restricted stock surrendered for taxes		(~~122~~105	)		—		(~~264~~234	)		—			—			—			(~~264~~234	)
Other comprehensive income		—			—		—			—			~~422~~(29	)		—			~~422~~(29	)
Net (loss) income		—			—		—			(1510,~~293~~101	)		—			2953			(1510,~~264~~048	)
Balance at May 4, 2025		35,254		$	108,329	$	(2,596	)	$	62,428		$	(300	)	$	(2,968	)	$	164,893
Balance at May 3, 2026		38,039		$	111,560	$	(3,156	)	$	51,231		$	(260	)	$	(2,805	)	$	156,570
Issuance of common stock		2,074			76		—			—			—			—			76
Stock-based compensation		—			1,094		—			—			—			—			1,094
Restricted stock forfeitures		(569	)		—		—			—			—			—			—
Restricted stock surrendered for taxes		(83	)		—		(326	)		—			—			—			(326	)
Other comprehensive income		—			—		—			—			28			—			28
Net income		—			—		—			1,261			—			32			1,293
Balance at August 3, 2025		36,676		$	109,499	$	(2,922	)	$	63,689		$	(272	)	$	(2,936	)	$	167,058
Issuance of common stock		50			64		—			—			—			—			64
Stock-based compensation		—			549		—			—			—			—			549
Restricted stock forfeitures		(32	)		—		—			—			—			—			—
Restricted stock surrendered for taxes		—			—		—			—			—			—			—
Other comprehensive income		—			—		—			—			80			—			80
Net (loss) income		—			—		—			(10,101	)		—			34			(10,067	)
Balance at November 2, 2025		36,694			110,112		(2,922	)		53,588			(192	)		(2,902	)		157,684

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

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DULUTH HOLDINGS INC.

Condensed Consolidated Statement of Shareholders’ Equity

(Unaudited)

(Amounts in thousands)

	Nine Months Ended October 27, 2024
	Three Months Ended May 4, 2025
												Accumulated			Noncontrolling
	Capital stock											other			interest in			Total
						Treasury			Retained			comprehensive			variable interest			shareholders'
	Shares			Amount		stock			earnings			loss			entity			equity
Balance at January 28, 2024		34,387		$	103,579	$	(1,738	)	$	121,392		$	(427	)	$	(3,056	)	$	219,750
Balance at February 2, 2025		35,177		$	108,009	$	(2,332	)	$	77,721		$	(722	)	$	(2,997	)	$	179,679
Issuance of common stock		~~782~~766			~~110~~66		—			—			—			—			~~110~~66
Stock-based compensation		—			~~1,372~~254		—			—			—			—			~~1,372~~254
Restricted stock forfeitures		(15567	)		—		—			—			—			—			—
Restricted stock surrendered for taxes		(80122	)		—		(~~383~~264	)		—			—			—			(~~383~~264	)
Other comprehensive income		—			—		—			—			~~(105~~422	)		—			~~(105~~422	)
Net (loss) income		—			—		—			(715,~~873~~293	)		—			829			(715,~~865~~264	)
Balance at April 28, 2024		35,074		$	105,061	$	(2,121	)	$	113,519		$	(532	)	$	(3,048	)	$	212,879
Balance at May 4, 2025		35,254		$	108,329	$	(2,596	)	$	62,428		$	(300	)	$	(2,968	)	$	164,893
Issuance of common stock		202			97		—			—			—			—			97
Stock-based compensation		—			1,011		—			—			—			—			1,011
Restricted stock forfeitures		(168	)		—		—			—			—			—			—
Restricted stock surrendered for taxes		(29	)		—		(122	)		—			—			—			(122	)
Other comprehensive income		—			—		—			—			96			—			96
Net loss (income)		—			—		—			(1,981	)		—			11			(1,970	)
Balance at July 28, 2024		35,079		$	106,169	$	(2,243	)	$	111,538		$	(436	)	$	(3,037	)	$	211,991
Issuance of common stock		171			86		—			—			—			—			86
Stock-based compensation		—			969		—			—			—			—			969
Restricted stock forfeitures		(57	)		—		—			—			—			—			—
Restricted stock surrendered for taxes		(22	)		—		(88	)		—			—			—			(88	)
Other comprehensive loss		—			—		—			—			10			—			10
Net (loss) income		—			—		—			(28,231	)		—			15			(28,216	)
Balance at October 27, 2024		35,171			107,224		(2,331	)		83,307			(426	)		(3,022	)		184,752

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

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DULUTH HOLDINGS INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)

	Nine Months Ended
	Three Months Ended
	November 2, 2025			October 27, 2024
	May 3, 2026			May 4, 2025
Cash flows from operating activities:
Net loss	$	(2410,~~038~~048	)	$	(3815,~~051~~264	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		195,~~528~~778			246,~~730~~749
Stock based compensation		~~1,897~~709			~~3,352~~254
Deferred income taxes		938			1,133
Impairment of long-lived assets		2,709			549
Loss on disposal of property and equipment		719			102
Deferred income taxes		—			1,371
Loss on disposal of property and equipment		1,301			748
Non-cash lease expense		4,032			3,986
Changes in operating assets and liabilities:
Receivables		~~(1,331~~956	)		~~1,559~~(278	)
Income taxes receivable		(114	)		479
Inventory		(1,102	)		(9,563	)
Inventory		(25,653	)		(105,673	)
Prepaid expense & other current assets		(2,026	)		(1,920	)
Prepaid expense & other current assets		(1,360	)		(585	)
Software hosting implementation costs, net		1,859			(2,995	)
Software hosting implementation costs, net		(5,262	)		(4,485	)
Trade accounts payable		(8,123	)		(28,159	)
Trade accounts payable		6,098			53,160
Accrued expenses and deferred rent obligations		(4,659	)		(7,940	)
Income taxes payable		(65	)		—
Operating lease liabilities		(4,024	)		(3,808	)
Accrued expenses and deferred rent obligations		(2,731	)		3,215
Other assets		(780	)		(193	)
Other assets		(128	)		(3	)
Net cash used in operating activities		(13,418	)		(56,463	)
Noncash lease impacts		387			2,942
Net cash used in operating activities		(31,115	)		(58,125	)
Cash flows from investing activities:
Purchases of property and equipment		(51,~~834~~779	)		(51,~~813~~332	)
Principal receipts from available-for-sale security		~~162~~58			~~147~~53
Net cash used in investing activities		(51,~~672~~721	)		(51,~~666~~279	)
Cash flows from financing activities:
Proceeds from line of credit		~~138~~13,~~685~~093			4464,~~000~~450
Payments on line of credit		(947,~~100~~083	)		—(450	)
Payments on TRI long term debt		(685	)		(623	)
Payments on TRI long-term debt		(246	)		(225	)
Payments on finance lease obligations		(~~1,890~~659	)		(~~2,109~~622	)
Payments of tax withholding on vested restricted shares		(~~590~~234	)		(~~593~~264	)
Other		~~204~~57			~~294~~97
Net cash provided by financing activities		414,~~624~~928			4062,~~969~~986
Increase (decrease) in cash and cash equivalents		4(10,~~837~~211	)		~~(22~~5,~~822~~244	)
Cash and cash equivalents at beginning of period		316,~~335~~345			323,~~157~~335
Cash and cash equivalents at end of period	$	86,~~172~~134		$	98,~~335~~579
Supplemental disclosure of cash flow information:
Interest paid	$	~~4,181~~790		$	31,~~232~~481
Income taxes paid	$	—		$	~~125~~—
Supplemental disclosure of non-cash information:
Unpaid liability to acquire property and equipment	$	~~1,468~~191		$	21,~~173~~271

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

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DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

A. Nature of Operations

Duluth Holdings Inc. (“Duluth Trading” or the “Company”), a Wisconsin corporation, is a lifestyle brand of men’s and women’s workwear, casual wear, ~~workwear~~outdoor apparel and accessories sold primarily through the Company’s own omnichannel platform. The Company’s products are marketed under the Duluth Trading ~~name~~Company brand, with the majority of products being exclusively developed and sold as Duluth Trading branded merchandise.

The Company identifies its operating segments according to how its business activities are managed and evaluated. The Company continues to report one reportable external segment, consistent with the Company’s omnichannel business approach. The Company’s revenues generated outside the United States were insignificant.

The Company has two classes of authorized common stock: Class A common stock and Class B common stock. The rights of holders of Class A common stock and Class B common stock are identical, except for voting and conversion rights. Each share of Class A common stock is entitled to ten votes per share and is convertible at any time into one share of Class B common stock. Each share of Class B common stock is entitled to one vote per share. The Company’s Class B common stock trades on the NASDAQ Global Select Market under the symbol “DLTH.”

B. Basis of Presentation

The condensed consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). The Company consolidates TRI Holdings, LLC (“TRI”) as a variable interest entity (see Note 6 “Variable Interest Entity” for further information). All significant intercompany balances and transactions have been eliminated in consolidation.

The Company’s fiscal year ends on the Sunday nearest to January 31 of the following year. Fiscal ~~2025~~2026 is a 52-week period and ends on ~~February~~January 131, ~~2026~~2027. Fiscal ~~2024~~2025 was a 5352-week period and ended on February 21, ~~2025~~2026. The three ~~and nine~~ months of fiscal ~~2025~~2026 and fiscal ~~2024~~2025 represent the Company’s 13-week ~~and 39-week~~ periods ended ~~November~~May 23, ~~2025~~2026 and ~~October~~May 274, ~~2024~~2025, respectively.

The accompanying condensed consolidated financial statements as of and for the three ~~and nine~~ months ended ~~November~~May 23, ~~2025~~2026 and ~~October~~May 274, ~~2024~~2025 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of the Company, include all adjustments (which are normal and recurring in nature) necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such SEC rules and regulations as of and for the three ~~and nine~~ months ended ~~November~~May 23, ~~2025~~2026 and ~~October~~May 274, ~~2024~~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 21, ~~2025~~2026.

C. Inventory

Inventory consists of finished goods stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out valuation method. The Company records an inventory reserve for the anticipated loss associated with selling inventories below cost. Inventory reserve for excess, ~~and~~ obsolete items, and shrinkage was $45.5 million and $24.14 million as of ~~November~~May 23, ~~2025~~2026 and February 21, ~~2025~~2026, respectively.

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DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

D. Prepaid Expenses and Other Assets

Prepaid expenses and other assets consist of the following:

	November 2, 2025		February 2, 2025
	May 3, 2026		February 1, 2026
(in thousands)
Prepaid expenses & other current assets
Pending returns inventory, net	$	1,~~685~~293	$	2,~~301~~020
Current software hosting implementation costs, net		43,~~470~~552		34,~~749~~173
Other prepaid expenses		1617,~~806~~887		1115,~~731~~461
Prepaid expenses & other current assets	$	22,~~961~~732	$	1721,~~781~~654
Other assets, net
Intangible assets, net	$	~~401~~393	$	~~414~~397
Non-current software hosting implementation costs		87,~~940~~106		78,~~498~~345
Other assets, net		1,~~286~~387		1,~~228~~280
Other assets, net	$	108,~~627~~886	$	910,~~140~~022

E. Seasonality of Business

The Company’s business is affected by the pattern of seasonality common to most apparel businesses. Historically, the Company has recognized a significant portion of its revenue and operating profit in the fourth fiscal quarter of each year due to increased sales during the holiday season.

F. Cash and Cash Equivalents

The Company considers short-term investments with original maturities of three months or less when purchased to be cash equivalents. Amounts receivable from credit card issuers are typically converted to cash within 2 to 4 days of the original sales transaction and are considered to be cash equivalents.

G. ~~Significant Accounting Policies~~Reclassifications

~~There~~Certain prior year amounts, which are not material, have been noreclassified ~~significant~~to ~~changes~~conform to the ~~Company’s~~current ~~significant~~year ~~accounting~~presentation ~~policies as described~~ in the ~~Company’s~~condensed ~~Annual~~consolidated ~~Report~~financial onstatements ~~Form~~and ~~10-K~~accompanying ~~for~~notes to the ~~year~~condensed ~~ended~~consolidated ~~February~~financial ~~2, 2025~~statements.

2H. ~~LEASES~~Significant Accounting Policies

~~Based~~There onhave ~~the~~been ~~criteria~~no ~~set~~significant ~~forth~~changes into ~~ASC Topic 842, Leases (“ASC 842”),~~ the Company’s ~~recognizes~~significant ~~right-of-use~~accounting ~~(ROU)~~policies ~~assets~~as ~~and~~described ~~lease~~in ~~liabilities related to leases on~~ the Company’s ~~consolidated~~Annual ~~balance~~Report ~~sheets.~~on ~~The~~Form ~~Company~~10-K ~~determines if an arrangement is, or contains, a lease at inception. ROU assets represent the right to use an underlying asset~~ for the ~~lease~~year ~~term~~ended ~~and~~February ~~lease liabilities reflect the obligation to make lease payments arising from the lease. At any given time during the lease term~~1, the lease liability represents the present value of the remaining lease payments and the ROU asset is measured at the amount of the lease liability, adjusted for pre-paid rent, unamortized initial direct costs and the remaining balance of lease incentives received2026. ~~Both the lease ROU asset and liability are reduced to zero at the end of the lease.~~

The Company leases retail space under non-cancelable lease agreements, which expire on various dates through 2036. Substantially all of these arrangements are store leases. Store leases generally have initial lease terms ranging from five years to fifteen years with renewal options and rent escalation provisions. At the commencement of a lease, the Company includes only the initial lease term as the option to extend is not reasonably certain. The Company does not record leases with a lease term of 12 months or less on the Company’s consolidated balance sheets.10

When calculating the lease liability on a discounted basis, the Company applies its estimated discount. The Company bases this discount on a collateralized interest rate as well as publicly available data for instruments with similar characteristics.

In addition to rent payments, leases for retail space contain payments for real estate taxes, insurance costs, common area maintenance, and utilities that are not fixed. The Company accounts for these costs as variable payments and does not include such costs as a lease component.

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DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~The expense components of the Company’s leases reflected on the Company’s consolidated statement of operations were as follows:~~2. LEASES

	Consolidated Statement	Three Months Ended				Nine Months Ended
	of Operations	November 2, 2025		October 27, 2024		November 2, 2025		October 27, 2024
(in thousands)
Finance lease expenses
Amortization of right-of- use assets	Selling, general and administrative expenses	$	722	$	722	$	2,167	$	2,374
Interest on lease liabilities	Interest expense		354		382		1,084		1,189
Total finance lease expense		$	1,076	$	1,104	$	3,251	$	3,563
Operating lease expense	Selling, general and administrative expenses	$	4,877	$	6,921	$	14,683	$	17,516
Amortization of build-to- suit leases capital contribution	Selling, general and administrative expenses		321		321		963		963
Variable lease expense	Selling, general and administrative expenses		2,833		3,091		8,489		9,052
Total lease expense		$	9,107	$	11,437	$	27,386	$	31,094

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


	Consolidated Statement	Three Months Ended
	of Operations	May 3, 2026		May 4, 2025
(in thousands)
Finance lease expense
Amortization of right-of- use assets	Selling, general and administrative expenses	$	722	$	722
Interest on lease liabilities	Interest expense		339		368
Total finance lease expense		$	1,061	$	1,090
Operating lease expense	Selling, general and administrative expenses	$	4,871	$	4,898
Amortization of build-to- suit leases capital contribution	Selling, general and administrative expenses		321		321
Variable lease expense	Selling, general and administrative expenses		3,061		2,801
Total lease expense		$	9,314	$	9,110

Other information related to leases were as follows:

	Nine Months Ended
	Three Months Ended
	November 2, 2025			October 27, 2024
	May 3, 2026			May 4, 2025
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Financing cash flows from finance leases	$	~~1,890~~659		$	~~2,109~~622
Operating cash flows from finance leases	$	~~1,084~~339		$	~~1,189~~368
Operating cash flows from operating leases	$	145,~~894~~061		$	164,~~092~~921
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$	~~2,689~~144		$	—1,398
Weighted-average remaining lease term (in years):
Finance leases		9			10
Operating leases		6			76
Weighted-average discount rate:
Finance leases		4.5	%		4.5	%
Operating leases		4.47	%		4.24	%

Future minimum lease payments under the non-cancellable leases are as follows as of ~~November~~May 23, ~~2025~~2026:

Fiscal year	Finance			Operating
(in thousands)
2025 (remainder of fiscal year)	$	998		$	5,060
2026 (remainder of fiscal year)	$	2,995		$	15,288
2026		3,993			20,076
2027		3,993			19,182
2027		3,993			18,773
2028		4,017			17,276
2028		4,017			16,866
2029		4,217			14,638
2029		4,217			14,346
2030		4,369			13,470
Thereafter		2016,~~997~~628			3420,~~081~~947
Total future minimum lease payments	$	3836,~~215~~219		$	~~109~~100,~~202~~801
Less – Discount		(6,~~943~~257	)		(1312,~~372~~224	)
Lease liability	$	3129,~~272~~962		$	9588,~~830~~577

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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. The Company performed a recoverability test on the asset group. This test indicated that the carrying amount of the asset was not recoverable, as it exceeded the sum of the future undiscounted cash flows expected to result from the use and eventual disposition of the assets. Consequently, the Company proceeded to measure the impairment loss by comparing the asset group's carrying amount to its fair value. The fair value, which is considered to be a level 3 non-recurring fair value measurement, was determined using a discounted cash flow analysis (an income approach). The discounted cash flow analysis utilized level 3 fair value inputs including cash flow projections and discount rates. The resulting impairment charge of $2.7 million represents the amount by which the carrying value exceeded the calculated fair value. The impairment charge recorded is included in impairment of long-lived assets in the Company's condensed consolidated statement of operations for the three months ended May 3, 2026.

3. DEBT AND CREDIT AGREEMENT

Debt consists of the following:

	November 2, 2025		February 2, 2025
	May 3, 2026		February 1, 2026
(in thousands)
TRI Senior Secured Note	$	2120,~~083~~628	$	2120,~~714~~857
TRI Note		3,500		3,500
	$	24,~~583~~128	$	2524,~~214~~357
Less: current maturities		~~997~~1,043		~~931~~1,020
TRI long-term debt	$	23,~~586~~085	$	2423,~~283~~337
Duluth Line of credit	$	446,~~584~~009	$	—
Less: current maturities		446,~~584~~009		—
Duluth long-term debt	$	—	$	—

TRI Holdings, LLC

TRI entered into a senior secured note (“TRI Senior Secured Note”) with an original balance of $26.7 million. The TRI Senior Secured Note is scheduled to mature on October 15, 2038 and requires installment payments with an interest rate of 4.95%. See Note 6 “Variable Interest Entities” for further information.

TRI entered into a promissory note (“TRI Note”) with an original balance of $3.5 million. 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.

Credit Agreement

On ~~May~~April 1428, ~~2021~~2025, the Company entered into a credit agreement (the “Credit Agreement”), ~~which~~among ~~was~~the ~~treated~~Company, ascertain afinancial ~~modification~~institutions ~~for~~as ~~accounting~~Lenders ~~purposes. The Credit Agreement originally matured on May 14~~thereto, ~~2026~~ and ~~provided~~BMO ~~for~~Bank ~~borrowings~~N.A., ofas upAdministrative toAgent, ~~$150.0~~a ~~million~~Swing ~~that~~Line ~~were~~Lender ~~available~~and ~~under~~ a ~~revolving~~Letter ~~senior~~of ~~credit~~Credit ~~facility,~~Issuer. ~~with~~The aCredit ~~$5.0~~Agreement ~~million~~provides ~~sublimit~~ for ~~issuance~~borrowings of ~~standby~~up ~~letters~~to ~~of credit, as well as a~~ $10100.0 million ~~sublimit~~in ~~for~~aggregate ~~swing~~principal ~~line~~amount ~~loans.~~that Atare ~~the~~available ~~Company’s~~under ~~option,~~an ~~the~~asset-based ~~interest rate applicable to the~~ revolving senior credit facility ~~was a floating rate equal to:~~ (i) the ~~Bloomberg Short-Term Bank Yield Index rate (~~“~~BSBY~~Revolver”) ~~plus~~with ~~the~~a ~~applicable rate of 1~~$10.~~25%~~0 tomillion ~~2.00%~~sublimit ~~determined~~for ~~based on~~ the ~~Company’s~~issuance ~~rent~~of ~~adjusted~~standby ~~leverage~~letters ~~ratio, or (ii) the base rate plus the applicable rate~~ of 0credit.~~25%~~ to 1.00% based on the Company’s rent adjusted leverage ratio. The Credit Agreement was secured by essentially all Company assets and required the Company to maintain compliance with certain financial and non-financial covenants, including a maximum rent adjusted leverage ratio and a minimum fixed charge coverage ratio as defined in the Credit Agreement.

OnUnder ~~July~~the 8,Credit ~~2022~~Agreement, ~~the~~(i) ~~Company~~each ~~entered~~Secured ~~into~~Overnight Financing Rate (“SOFR”) loan will bear interest on the ~~First~~outstanding ~~Amendment~~principal amount at a rate per annum equal to ~~the~~adjusted ~~Credit~~term ~~Agreement~~SOFR plus 150 basis points; (ii) each base rate loan will bear interest on the ~~“First~~outstanding ~~Amendment”),~~principal ~~which~~amount ~~was~~from ~~treated~~the asapplicable borrowing date at a ~~modification~~rate ~~for~~per ~~accounting~~annum ~~purposes.~~equal ~~The~~to ~~First~~the ~~Amendment~~Base ~~amended~~Rate (as defined in the Credit Agreement) inplus ~~order~~50 tobasis points; (iiii) ~~increase~~each ~~the~~swing ~~revolving~~line ~~commitment~~loan ~~from~~will ~~$150.0~~bear ~~million~~interest toon ~~$200.0~~the ~~million;~~outstanding ~~(ii)~~principal ~~extend~~amount from the ~~maturity~~applicable borrowing date ~~from~~at ~~May~~a ~~14,~~rate ~~2026~~per annum equal to ~~July~~the 8,base ~~2027~~rate plus the applicable margin; and (~~iii~~iv) ~~amend~~each ~~the~~other ~~pricing~~obligation ~~index~~will tobear ~~replace~~interest ~~BSBY~~on ~~with~~ the ~~Term~~unpaid ~~Secured~~amount ~~Overnight~~at ~~Financing~~a ~~Rate;~~rate ~~and~~per ~~(iv)~~annum ~~reduce~~equal to the ~~commitment~~base ~~fee~~rate inplus ~~some~~the ~~instances~~applicable margin.

On January 31, 2025 the Company entered into the Second Amendment to the Credit Agreement (the “Second Amendment”). The Second Amendment amended the Credit Agreement, in part, to (i) decrease the revolving commitment from $200 million to $100 million; (ii) revise the definition of “Applicable Rate” to provide for pricing terms in the event of a Rent Adjusted Leverage Ratio greater than or equal to 3.50:1.0; (iii) limit the exceptions to the prohibition on restricted payments to (a) making dividends or distributions by any subsidiary to the Company, and (b) the acquisition of equity interests in satisfaction of tax withholding obligations associated with restricted stock or awards under employee incentive plans; and (iv) provide that the Maximum Rent Adjusted Leverage Ratio and the Minimum Fixed Charge Coverage Ratio will be measured commencing on the fiscal quarter ending May 2, 2021 and measured quarterly thereafter as of the last day of each fiscal quarter of the Company (other than for the fiscal quarter ending February 2, 2025). The reduction in the revolving commitment was intended to rightsize the credit facility with the Company’s cash needs to fund seasonal inventory builds and 12

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DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~capital~~The ~~expenditure~~Company ~~expectations~~is ~~and~~also ~~resulted~~permitted into ~~fee~~voluntarily ~~savings.~~prepay ~~The~~the Credit Agreement ~~was~~in ~~extinguished~~whole or in part at any time, where borrowings bearing interest based on the base rate may be prepaid at any time without penalty and borrowings bearing interest based on SOFR may be prepaid, subject to payment of usual and customary breakage and redeployment costs. The revolver will mature on April 28, ~~2025~~2030. Pursuant to the Credit Agreement, ~~resulting~~the Company may request an increase in athe ~~write~~revolving ~~down~~credit commitments in the aggregate amount of up to $025.20 million during the term of ~~debt~~the ~~issuance~~Credit ~~costs~~Agreement ~~related~~and with the consent of the Administrative Agent, subject to credit approval of the ~~terminated~~Lenders ~~line~~and the satisfaction of ~~credit~~certain conditions. The Credit Agreement contains customary events of default and financial, affirmative and negative covenants and is secured by a first-priority perfected security interest in substantially all of the tangible and intangible assets of the Company.

OnThe ~~April 28, 2025, the Company entered into a~~ new ~~credit~~$100.0 ~~agreement~~million ~~(the~~Revolver ~~“New~~replaced ~~Credit Agreement”) among~~ the ~~Company,~~prior ~~certain~~revolving ~~financial~~credit ~~institutions~~facility asat ~~Lenders thereto, and BMO Bank N.A., as Administrative Agent,~~ a ~~Swing~~lower ~~Line~~interest ~~Lender~~rate and aextends ~~Letter~~the ofavailability ~~Credit Issuer. The Credit Agreement provides for borrowings~~ of upfunds to ~~$100.0~~April ~~million~~28, in2030. ~~aggregate~~The ~~principal~~Company ~~amount~~believes ~~that~~the ~~are~~Credit ~~available~~Agreement ~~under~~will anprovide ~~asset-based revolving senior credit facility (~~the ~~“Revolver”)~~Company with aflexibility ~~$10.0~~and ~~million~~liquidity ~~sublimit~~to ~~for~~finance ~~the~~seasonal ~~issuance~~inventory ~~of standby letters of credit~~builds.

~~Under~~On ~~the~~July ~~New~~16, ~~Credit Agreement~~2025, ~~(i) each Secured Overnight Financing Rate (“SOFR”) loan will bear interest on~~ the ~~outstanding~~Company ~~principal~~entered ~~amount~~into ~~at a rate per annum equal to adjusted term SOFR plus 150 basis points; (ii) each base rate loan will bear interest on~~ the ~~outstanding~~First ~~principal~~Amendment ~~amount from the applicable borrowing date at a rate per annum equal~~ to the ~~Base Rate (as defined in the New~~ Credit Agreement), ~~plus~~pursuant 50to ~~basis~~which ~~points;~~all ~~(iii)~~revolving ~~each~~credit ~~swing~~loans ~~line~~advanced ~~loan~~or ~~will~~prepaid ~~bear~~pursuant ~~interest~~to onsuch ~~the~~Sweep ~~outstanding principal amount from the applicable borrowing date at a rate per annum equal~~ to ~~the~~Loan ~~base~~Arrangement ~~rate~~shall ~~plus the applicable margin; and (iv) each other obligation will~~ bear interest based on the ~~unpaid~~Base ~~amount at a rate per annum equal to the base rate plus the applicable margin~~Rate.

~~The~~On ~~Company~~October is1, ~~also~~2025, ~~permitted to voluntarily prepay~~ the ~~New~~Company ~~Credit~~entered ~~Agreement~~into ~~in whole or in part at any time, where borrowings bearing interest based on~~ the ~~base~~Second ~~rate~~Amendment ~~may be prepaid at any time without penalty and borrowings bearing interest based on SOFR may be prepaid, subject~~ to ~~payment of usual and customary breakage and redeployment costs. The revolver will mature on April 28, 2030. Pursuant to~~ the ~~New~~ Credit Agreement, ~~the~~which, ~~Company~~among ~~may~~other ~~request~~things, an(i) ~~increase~~temporarily inincreased the aggregate revolving credit ~~commitments~~commitment inunder the ~~aggregate~~Credit ~~amount~~Agreement offrom up$100.0 million to $25125.0 million, ~~during~~as ~~the~~allowed ~~term~~by of the ~~New~~existing Credit Agreement, ~~and~~beginning ~~with~~on ~~the~~October ~~consent~~1, of2025 ~~the~~until ~~Administrative~~March ~~Agent~~31, ~~subject~~2026, toas ~~credit~~of ~~approval~~which ofdate the ~~Lenders~~revolving ~~and~~credit ~~the~~commitment ~~satisfaction~~returned ofto ~~certain conditions~~$100.0 The New Credit Agreement contains customary events of default and financial, affirmative and negative covenants and is secured by a first-priority perfected security interest in substantially all of the tangible and intangible assets of the Companymillion.

~~The~~As ~~new~~of ~~$100.0~~May ~~million~~3, ~~Revolver~~2026, ~~replaces~~ the ~~prior~~Company ~~revolving~~had ~~credit~~drawn ~~facility~~$6.0 atmillion aand ~~lower~~had ~~interest~~issued ~~rate~~ and ~~extends~~outstanding ~~the~~letters ~~availability~~ of ~~funds~~credit toof ~~April 28, 2030~~$0.7 ~~The~~million ~~Company~~under ~~believes~~ the ~~New~~Revolver, ~~Credit~~which ~~Agreement~~reduced ~~will provide~~ the ~~Company~~amount ~~with~~available ~~flexibility~~for ~~and~~cash ~~liquidity~~advances tounder ~~finance~~the ~~seasonal~~facility ~~inventory~~to ~~builds~~$93.3 million.

On July 16, 2025, the Company entered into the First Amendment to the New Credit Agreement, pursuant to which all revolving credit loans advanced or prepaid pursuant to such Sweep to Loan Arrangement shall bear interest based on the Base Rate.

On October 1, 2025, the Company entered into the Second Amendment to the New Credit Agreement, which, among other things, (i) temporarily increases the aggregate revolving credit commitment under the Credit Agreement from $100 million to $125 million, as allowed by the existing New Credit Agreement, beginning on October 1, 2025 until March 31, 2026, as of which date the revolving credit commitment will return to $100 million and (ii) permits the Company to request a second increase in the revolving credit commitment of $25 million during the term of the New Credit Agreement after March 31, 2026 with the consent of the Administrative Agent, subject to credit approval of the Lenders and satisfaction of certain conditions.

4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

	November 2, 2025		February 2, 2025
	May 3, 2026		February 1, 2026
(in thousands)
Salaries and benefits	$	312,~~998~~960	$	314,~~897~~120
Deferred revenue		7,~~576~~883		9,~~783~~192
Freight		~~3,497~~689		2,~~495~~186
Product returns		43,~~065~~226		4,~~568~~529
Unpaid purchases of property & equipment		~~942~~576		1,~~264~~775
Accrued advertising		~~982~~1,209		~~929~~671
Other		117,~~859~~827		127,~~748~~398
Total accrued expenses and other current liabilities	$	3234,~~919~~370	$	3539,~~684~~871

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DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

5. FAIR VALUE

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). The exit price is based on the amount that the holder of the asset or liability would receive or need to pay in an actual transaction (or in a hypothetical transaction if an actual transaction does not exist) at the measurement date. ASC 820 describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last unobservable, as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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.

The Company’s assets and liabilities measured at fair value are categorized as Level 3 instruments. The fair value of the Company’s available-for-sale security was valued based on a discounted cash flow method (Level 3), which incorporates the U.S. Treasury yield curve, credit information and an estimate of future cash flows. During the nine months ended November 2, 2025, certain changes in the inputs did impact the fair value of the available-for-sale security. The calculated fair value is based on estimates that are subjective in nature and involve uncertainties and matters of significant judgement and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.13

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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. The fair value of the Company’s available-for-sale security was valued based on a discounted cash flow method (Level 3), which incorporates the U.S. 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. The calculated fair value is based on estimates that are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

The amortized cost and fair value of the Company’s available-for-sale security and the corresponding amount of gross unrealized gains and losses recognized in accumulated other comprehensive income are as follows:

November 2, 2025

May 3, 2026

Cost or

Gross

Amortized

Unrealized

Estimated

Cost

Gains

Losses

Fair Value

(in thousands)

Level 3 security:

Corporate trust

5,~~195~~079

—

(~~335~~403

)

4,~~860~~676

	February 2, 2025
	February 1, 2026
	Cost or		Gross		Gross
	Amortized		Unrealized		Unrealized			Estimated
	Cost		Gains		Losses			Fair Value
(in thousands)
Level 1 security:
Money market funds	$	12,158	$	—	$	—		$	12,158
Level 3 security:
Corporate trust	$	5,~~356~~137	$	—	$	(~~865~~374	)	$	4,~~491~~763

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
	May 3, 2026			May 4, 2025
(in thousands)
Corporate trust - (Level 3)
Beginning balance	$	4,763		$	4,491
Total gains (losses) included in OCI (Change in value)		(29	)		421
Settlements		(58	)		(52	)
Ending balance	$	4,676		$	4,860


Significant Unobservable Inputs	May 3, 2026			February 1, 2026
Weighted Average Discount Rate		4.56	%		4.43	%
Own credit risk		1.50	%		1.50	%
Future Cash Flows (in thousands)	$	6,908		$	7,030

The Company does not intend to sell the available-for-sale-security in the near term and does not believe that it will be required to sell the security. The Company reviews its securities on a quarterly basis to monitor its exposure to other-than-temporary impairment.

No other-than-temporary impairment was recorded in the unaudited condensed consolidated statements of operations for the three months ended ~~November~~May 23, ~~2025~~2026 or ~~October~~May 274, ~~2024~~2025.

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DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table presents future principal receipts related to the Company’s available-for-sale security by contractual maturity as of ~~November~~May 23, ~~2025~~2026.

	Amortized		Estimated
	Cost		Fair Value
(in thousands)
Within one year	$	~~235~~246	$	~~209~~214
After one year through five years		1,~~531~~596		1,~~402~~434
After five years through ten years		2,~~266~~351		2,~~137~~190
After ten years		~~1,163~~886		~~1,112~~838
Total	$	5,~~195~~079	$	4,~~860~~676

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

November 2, 2025

February 2, 2025

May 3, 2026

February 1, 2026

Carrying Amount

Fair Value

Carrying Amount

Fair Value

(in thousands)

TRI Long-term debt, including short-term portion

24,~~583~~128

2322,~~370~~381

2524,~~214~~357

2122,~~225~~810

The above long-term debt, including short-term portion is attributable to the consolidation of TRI in accordance with ASC Topic 810, Consolidation. The fair value was also based on a discounted cash flow method (Level 3) based on credit information and an estimate of future cash flows.

6. VARIABLE INTEREST ~~ENTITY~~ENTITIES

Based upon the criteria set forth in ASC 810, Consolidation, the Company consolidates variable interest entities (“VIEs”) in which it has a controlling financial interest and is therefore deemed the primary beneficiary. A controlling financial interest will have both of the following characteristics: (a) the power to direct the VIE activities that most significantly impact economic performance; and (b) the obligation to absorb the VIE losses and the right to receive benefits that are significant to the VIE. The Company has determined that it was the primary beneficiary of one VIE as of ~~November~~May 23, ~~2025~~2026 and February 21, ~~2025~~2026.

The Company leases the Company’s headquarters in Mt. Horeb, Wisconsin from TRI. In conjunction with the lease, the Company originally invested $6.3 million in a trust that loaned funds to TRI for the construction of the Company’s headquarters. TRI is a Wisconsin limited liability company whose primary purpose and activity is to own this real property. The Company considers itself the primary beneficiary for TRI as the Company has both the power to direct the activities that most significantly impact the entity’s economic performance and is expected to receive benefits that are significant to TRI. As the Company is the primary beneficiary, it consolidates TRI and the lease is eliminated in consolidation. The Company does not consolidate the trust as the Company is not the primary beneficiary.

The condensed consolidated balance sheets include the following amounts as a result of the consolidation of TRI as of ~~November~~May 23, ~~2025~~2026 and February 21, ~~2025~~2026:

	November 2, 2025			February 2, 2025
	May 3, 2026			February 1, 2026
(in thousands)
Cash	$	2313		$	118
Property and equipment, net		21,~~857~~547			2221,~~321~~702
Total assets	$	21,~~880~~560		$	2221,~~332~~710
Other current liabilities	$	~~199~~237		$	~~115~~211
Current maturities of long-term debt		~~997~~1,043			~~931~~1,020
TRI long-term debt		23,~~586~~085			2423,~~283~~337
Noncontrolling interest in VIE		(2,~~902~~805	)		(2,~~997~~858	)
Total liabilities and shareholders' equity	$	21,~~880~~560		$	2221,~~332~~710

~~7. LOSS PER SHARE~~15

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DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

7. EARNINGS PER SHARE

Earnings per share is computed under the provisions of ASC 260, Earnings Per Share. Basic earnings per share is based on the weighted average number of common shares outstanding for the period. Diluted earnings per share is based on the weighted average number of common shares plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding restricted stock and are considered only for dilutive earnings per share unless considered anti-dilutive. The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation is as follows:

	Three Months Ended						~~Nine Months Ended~~
	November 2, 2025			October 27, 2024			November 2, 2025			October 27, 2024
	May 3, 2026			May 4, 2025
(in thousands, except per share data)
Numerator - net income (loss) attributable to controlling interest	$	(10,101	)	$	(28,231	)	$	(24,133	)	$	(38,085	)
Numerator - net loss attributable to controlling interest	$	(10,101	)	$	(15,293	)
Denominator - weighted average shares (Class A and Class B)
Basic		34,~~517~~712			33,~~448~~714			~~34,226~~			~~33,314~~
Dilutive shares		—			—			—			—
Diluted		34,~~517~~712			33,~~448~~714			~~34,226~~			~~33,314~~
Earnings (loss) per share (Class A and Class B)
Loss per share (Class A and Class B)
Basic	$	(0.29	)	$	(0.84	)	$	(0.71	)	$	(1.14	)
Basic and diluted	$	(0.29	)	$	(0.45	)
Diluted	$	(0.29	)	$	(0.84	)	$	(0.71	)	$	(1.14	)

The computation of diluted loss per share excluded 01.95 million and (0.3)8 million of unvested restricted stock for the three months ended ~~November~~May 23, ~~2025~~2026 and ~~October~~May 274, ~~2024~~2025, respectively, because their inclusion would be anti-dilutive due to a net loss.

The computation of diluted loss per share excluded 0.4 million and 0.0 million of unvested restricted stock for the nine months ended November 2, 2025 and October 27, 2024, because their inclusion would be anti-dilutive due to a net loss.

8. 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 $0.57 million and $10.93 million for the three ~~and nine~~ months ended ~~November~~May 23, 2026 and May 4, 2025, respectively. The Company’s total stock compensation expense is included in selling, general and administrative expenses on the Condensed Consolidated Statements of Operations.

A summary of the activity in the Company’s unvested restricted stock during the ~~nine~~three months ended ~~November~~May 23, ~~2025~~2026 is as follows:

				Weighted
				average
				fair value
	Shares			per share
Outstanding at February 2, 2025		1,686,267		$	6.02
Outstanding at February 1, 2026		2,311,132		$	2.47
Granted		21,~~831~~389,~~452~~208			13.9114
Vested		(1269,~~085,194~~748	)		4.9431
Forfeited		(116,~~149,784~~818	)		35.9971
Outstanding at November 2, 2025		2,282,741		$	2.47
Outstanding at May 3, 2026		3,413,774		$	2.58

At ~~November~~May 23, ~~2025~~2026, the Company had unrecognized compensation expense of $47.01 million related to the restricted stock awards, which is expected to be recognized over a weighted average period of 2.34 years.

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DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

9. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	November 2, 2025			February 2, 2025
	May 3, 2026			February 1, 2026
(in thousands)
Land and land improvements	$	4,486		$	4,486
Leasehold improvements		59,~~703~~552			5759,~~732~~828
Buildings		36,~~307~~326			36,~~272~~298
Vehicles		84			84
Warehouse equipment		6563,~~621~~156			65,~~592~~608
Office equipment and furniture		55,~~597~~698			5455,~~542~~651
Computer equipment		9,~~614~~293			9,~~472~~328
Software		3839,~~450~~167			3938,~~952~~872
		269,862			268,132
		267,762			270,155
Accumulated depreciation and amortization		(~~171~~178,~~058~~739	)		(~~159~~175,~~450~~803	)
		98,804			108,682
		89,023			94,352
Construction in progress		12,~~196~~886			2,~~878~~561
Property and equipment, net	$	~~100~~91,~~000~~909		$	~~111~~96,~~560~~913

10. REVENUE

The Company’s revenue primarily consists of the sale of apparel, footwear and hard goods. Revenue for merchandise that is shipped to our customers from our distribution centers and stores is recognized upon shipment. Store revenue is recognized at the point of sale, net of returns, and excludes taxes. Shipping and processing revenue generated from customer orders are included as a component of net sales and shipping and processing expense, including handling expense, is included as a component of selling, general and administrative expenses. Sales tax collected from customers and remitted to taxing authorities is excluded from revenue and is included in accrued expenses.

Sales disaggregated based upon sales channel is presented below.

Three Months Ended

~~Nine Months Ended~~

November 2, 2025

October 27, 2024

November 2, 2025

October 27, 2024

May 3, 2026

May 4, 2025

(in thousands)

Direct-to-consumer

6757,~~438~~133

7962,~~833~~552

~~209,125~~

~~246,961~~

Stores

4741,~~433~~461

4740,~~223~~152

~~140,166~~

~~138,398~~

~~114~~98,~~871~~594

~~127~~102,~~056~~704

~~349,291~~

~~385,359~~

Contract Assets and Liabilities

The Company’s contract assets primarily consist of the right of return for amounts of inventory to be returned that is expected to be resold and is recorded in Prepaid expenses and other current assets on the Company’s consolidated balance sheets. The Company’s contract liabilities primarily consist of gift card liabilities and are recorded in Accrued expenses and other current liabilities under deferred revenue (see Note 4 “Accrued Expenses and Other Current Liabilities”) on the Company’s consolidated balance sheets. Upon issuance of a gift card, a liability is established for its cash value. The gift card liability is relieved and revenues on gift cards are recorded at the time of redemption by the customer.

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

	November 2, 2025		February 2, 2025
	May 3, 2026		February 1, 2026
(in thousands)
Contract assets	$	1,~~685~~293	$	2,~~301~~020
Contract liabilities	$	7,~~576~~883	$	9,~~782~~192

~~Revenue~~The ~~from~~following ~~gift~~table ~~cards~~provides ~~is recognized when~~ the ~~gift~~reconciliation ~~card~~of ~~is redeemed by~~ the ~~customer~~contract ~~for~~liability ~~merchandise~~related orto ~~as a~~ gift ~~card breakage, an estimate of gift~~ cards ~~which~~for ~~will not be redeemed. The Company does not record breakage revenue when escheat liability to~~ the ~~relevant~~three ~~jurisdictions~~months ~~exists. Gift card breakage is recorded within Net sales on the Company’s consolidated~~ ended:


	May 3, 2026			May 4, 2025
(in thousands)
Balance as of beginning of period	$	9,192		$	9,782
Gift cards sold		2,085			2,797
Gift cards redeemed		(3,314	)		(4,034	)
Gift card breakage		(80	)		(31	)
Balance as of end of period	$	7,883		$	8,514

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DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

statement of operations. The following table provides the reconciliation of the contract liability related to gift cards for the nine months ended:

	November 2, 2025			October 27, 2024
(in thousands)
Balance as of beginning of period	$	9,782		$	9,579
Gift cards sold		7,693			7,144
Gift cards redeemed		(9,683	)		(9,330	)
Gift card breakage		(216	)		(238	)
Balance as of end of period	$	7,576		$	7,155

11. INCOME TAXES

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 (31.62%) and (69.60%) for the ~~nine~~three months ended ~~November~~May 23, ~~2025~~2026 and ~~October~~May 274, ~~2024~~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 ~~nine~~three months period ended ~~November~~May 23, ~~2025~~2026.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the United States which permanently extends select expiring provisions of the Tax Cuts and Jobs Act. We have considered the impact of the OBBBA on the Company’s annual effective tax rate. The changes did not have a significant impact to the annual effective tax rate. However, the enactment of the OBBBA introduced several significant tax law modifications that, while not affecting the annual effective tax rate, do have other implications for the Company. The OBBBA makes permanent key elements of the 2017 Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing pursuant to IRC 174, and ability to deduct interest expense pursuant to IRC 163(j). The Company is currently evaluating the future impact of OBBBA on its financial position, results of operations and cash flows.

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DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

12. SEGMENT REPORTING

As of ~~November~~May 23, ~~2025~~2026 and ~~October~~May 274, ~~2024~~2025, wethe Company had one reportable segment. The Company’s operating segment is based on how the Chief Operating Decision Maker (“CODM”) makes decisions about allocating resources and assessing performance. ~~Our~~The Company's CODM is ~~our~~its Chief Executive Officer. ~~and~~The ~~the~~ CODM ~~receives~~has ~~discrete~~the ~~financial~~ultimate ~~information~~decision-making authority for resource allocation and assessing the ~~Company’s~~performance ~~gross~~of ~~margin~~the ~~and~~Company. aThereby, ~~summarized~~the ~~comprehensive~~CODM ~~statement~~regularly ofreviews consolidated net income ~~monthly~~as ~~that~~the ~~categorizes~~measure ~~selling~~of segment profit or loss, ~~general~~as ~~and~~well ~~administrative~~as significant segment expenses ~~into~~included ~~four~~in ~~line~~the ~~items~~below ~~with~~table, ~~remaining~~to ~~expenses~~evaluate operating performance, generate future operating plans and ~~expenditures~~make ~~for~~strategic ~~long-lived~~decisions ~~assets~~regarding ~~being~~the ~~consolidated~~allocation asof ancapital. ~~omnichannel~~The ~~business~~CODM also uses these measures in monitoring plan versus actual results. The ~~following~~CODM ~~table~~does ~~summarizes~~not ~~the~~review ~~Company’s~~segment ~~gross~~assets ~~margin~~at ~~and~~a ~~selling,~~different ~~general~~level ~~and~~or ~~administrative~~category ~~expenses~~than those disclosed in the condensed consolidated balance sheets.

	Three Months Ended						Nine Months Ended
	November 2, 2025			October 27, 2024			November 2, 2025			October 27, 2024
	(13 weeks)			(13 weeks)			(39 weeks)			(39 weeks)
(in thousands)
Net sales	$	114,871		$	127,056		$	349,291		$	385,359
Cost of goods sold		53,025			60,645			162,071			183,328
Gross margin	$	61,846		$	66,411		$	187,220		$	202,031
Less:
Outbound shipping expenses	$	6,709		$	7,613		$	18,871		$	23,007
Advertising expenses		13,601			19,417			35,433			43,202
Variable expenses		13,386			13,078			36,172			35,812
Overhead expenses		36,984			42,203			114,678			124,882
Total selling, general and administrative		70,680			82,311			205,154			226,903
Restructuring Expense		—			6,152			850			7,748
Operating loss		(8,834	)		(22,052	)		(18,784	)		(32,620	)
Interest expense		1,231			1,251			4,181			3,232
Other (loss) income, net		(2	)		6			(245	)		167
Loss before income taxes		(10,067	)		(23,297	)		(23,210	)		(35,685	)
Income tax expense		—			4,919			828			2,366
Net loss		(10,067	)		(28,216	)		(24,038	)		(38,051	)
Less: Net income attributable to noncontrolling interest		34			15			95			34
Net loss attributable to controlling interest	$	(10,101	)	$	(28,231	)	$	(24,133	)	$	(38,085	)

The following table summarizes the Company’s gross margin and selling, general and administrative expenses.

13. RESTRUCTURING


	Three Months Ended
	May 3, 2026			May 4, 2025
	(13 weeks)			(13 weeks)
(in thousands)
Net sales	$	98,594		$	102,704
Cost of goods sold		41,960			49,349
Gross margin	$	56,634		$	53,355
Less:
Outbound shipping expenses	$	5,302		$	6,186
Advertising expenses		9,426			10,076
Variable expenses		9,849			10,886
Overhead expenses		37,225			38,010
Total selling, general and administrative		61,802			65,158
Impairment of long-lived assets		2,709			549
Restructuring expense		1,354			—
Operating loss		(9,231	)		(12,352	)
Interest expense		790			1,481
Other (loss) income, net		93			(161	)
Loss before income taxes		(9,928	)		(13,994	)
Income tax expense		120			1,270
Net loss		(10,048	)		(15,264	)
Less: Net income attributable to noncontrolling interest		53			29
Net loss attributable to controlling interest	$	(10,101	)	$	(15,293	)

~~On June 4, 2025, as a result of right-sizing the expense structure of the Company, the Company voluntarily underwent a reduction in force.~~ 18

On July 12, 2024 (the “Effective Date”), as a result of the phase two analysis of the fulfillment center network, the Company voluntarily entered into a lease amendment for one of its legacy fulfillment center leases in Dubuque, Iowa. The amended lease accelerated the lease expiration date from September 30, 2030 to October 27, 2024. The amended lease required Duluth to pay an aggregate of $3.7 million (the “Termination Penalty”) in consideration of accelerating the lease termination date, which was paid in four equal quarterly installments from October 2024 through August 2025. The Company amortized the loss from the Termination Penalty, as well as the net loss from writing off the right-of-use asset and lease liability over the modified remaining lease term. In addition, the Company accelerated the depreciation of the non-transferrable fixed assets to have no remaining net book value by the modified lease expiration date.

	Three Months Ended				Nine Months Ended
	November 2, 2025		October 27, 2024		November 2, 2025		October 27, 2024
(in thousands)
Early contract termination expense	$	—	$	2,759	$	—	$	3,679
Lease remeasurement expense		—		1,596		—		1,889
Accelerated depreciation expense		—		766		—		1,149
Employee termination benefit expense		—		370		850		370
Other restructuring expense		—		661		—		661
Total restructuring expenses	$	—	$	6,152	$	850	$	7,748

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DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

13. 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.


	Three Months Ended
	May 3, 2026		May 4, 2025
(in thousands)
Disposals of property and equipment	$	1,316	$	—
Employee termination benefit expense		8		—
Other restructuring expense		30		—
Total restructuring expenses	$	1,354	$	—

14. RECENT ACCOUNTING PRONOUNCEMENTS

Recent Accounting Pronouncements Not Yet Adopted

Income Taxes – Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes: Improvements to Income Tax Disclosures.” This ASU improves the transparency of income tax disclosures by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliation and (ii) income taxes paid disaggregated by jurisdiction. This new guidance will be effective for annual periods beginning after December 15, 2024, and early adoption is permitted. Management is currently evaluating the effects this guidance will have on its consolidated financial statements.

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures

In November 2024, the FASB issued 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. This update is effective for annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Management is currently evaluating the effects this guidance will have on its consolidated financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with the financial statements and related notes of Duluth Holdings Inc. included in Item 1 of this Quarterly Report on Form 10-Q and with our audited financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended February 21, ~~2025~~2026 (“~~2024~~2025 Form 10-K”).

The Company’s fiscal year ends on the Sunday nearest to January 31 of the following year. Fiscal ~~2025~~2026 is a 52-week period and ends on ~~February~~January 131, ~~2026~~2027. Fiscal ~~2024~~2025 was a 5352-week period and ended on February 21, ~~2025~~2026. The three months of fiscal ~~2025~~2026 and fiscal ~~2024~~2025 represent our 13-week periods ended ~~November~~May 23, ~~2025~~2026 and ~~October~~May 274, ~~2024~~2025, respectively.

Unless the context indicates otherwise, the terms the “Company,” “Duluth,” “Duluth Trading,” “we,” “our,” or “us” are used to refer to Duluth Holdings Inc.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. All statements other than statements of historical or current facts included in this Quarterly Report on Form 10-Q are forward-looking statements. Forward looking statements refer to our current expectations and projections relating to our financial condition, results of operations, plans, objectives, strategies, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “could,” “design,” “estimate,” “expect,” “project,” “plan,” “potential,” “intend,” “believe,” “may,” “might,” “will,” “objective,” “should,” “would,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected earnings, revenue, costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies or ~~strategies~~the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that ~~could~~may cause ~~performance or~~ actual results to differ materially from those ~~expressed~~that inwe ~~the forward-looking statements~~expected, including the risks and uncertainties described under Part I, Item 1A “Risk Factors,” in our ~~2024~~2025 Form 10-K, and other SEC filings, which factors are incorporated by reference herein. 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 toand ~~strengthen~~commit ~~brand~~adequate ~~awareness~~resources ~~and~~to ~~attract~~support ~~new~~marketing ~~customers~~ in aorder ~~cost~~to ~~effective~~retain ~~manner~~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; the susceptibility of the price and availability of our merchandise to international trade conditions including tariffs; 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; 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; failure to comply with data privacy regulations; 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.

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Moreover, we operate in an evolving environment, new risk factors and uncertainties emerge from time to time and it is not possible for management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. We qualify all of our forward-looking statements by these cautionary statements.

We undertake no obligation to update or revise these forward-looking statements, except as required under the federal securities laws.

Overview

We are a lifestyle brand of men’s and women’s workwear, casual wear, ~~workwear~~outdoor apparel and accessories sold primarily through our own omnichannel platform. We offer products nationwide through our website and ~~catalog~~direct mail. In 2010, we initiated our omnichannel platform with the opening of our first store. Since then, we have expanded our retail presence, and as of ~~November~~May 23, ~~2025~~2026, we operated 63 retail stores and three outlet stores.

We offer a comprehensive line of innovative, durable and functional products, such as our Longtail T® shirts, Buck ~~NakedTM~~Naked® underwear, Fire Hose® work pants, and No-Yank® Tank, which reflect our position as the Modern, Self-Reliant American Lifestyle brand. Our brand has a heritage in workwear that transcends tradesmen and appeals to a broad demographic for everyday and on-the-job use.

From our heritage as a catalog for those working in the building trades, Duluth Trading has become a widely recognized brand and proprietary line of innovative and functional apparel and gear. Over the last decade, we have created strong brand awareness, built a loyal customer base and generated sales ~~momentum~~growth. We have done so by sticking to our roots of “there’s gotta be a better way” and through our relentless focus on providing our customers with quality, functional products.

A summary of our financial results is as follows:

•

Net sales decreased by 94.60% over the prior year ~~third~~first quarter to $~~114~~98.96 million~~, and net sales in the first nine months of fiscal 2025 decreased by 9.4% over the first nine months of the prior year to $349.3 million~~;

•

Net loss ofdecreased to $10.10 million in fiscal ~~2025~~2026 ~~third~~first quarter compared to the prior year ~~third~~first quarter net loss of $2815.23 million~~, and net loss in the first nine months of fiscal 2025 of $24.0 million compared to a net loss in the first nine months of fiscal 2024 of $38.1 million~~; and

•

Adjusted EBITDA increased to ($02.7)6 million in fiscal ~~2025~~2026 ~~third~~first quarter compared to the prior year ~~third~~first quarter Adjusted EBITDA of ($63.28) million~~, and Adjusted EBITDA in the first nine months of fiscal 2025 of $7~~.~~5 million compared to $6.1 million over the first nine months of fiscal 2024.~~

See the “Reconciliation of Net ~~Income~~ (Loss) Income to EBITDA and EBITDA to Adjusted EBITDA” section for a reconciliation of our net ~~income (~~loss) to EBITDA and EBITDA to Adjusted EBITDA, both of which are non-U.S. GAAP financial measures. See also the information under the heading “Adjusted EBITDA” in the section “How We Assess the Performance of Our Business” for our definition of Adjusted EBITDA.

Economic Conditions

The macroeconomic environment is experiencing inflation, ~~tariff~~including rising transportation costs, and recessionary concerns and general uncertainty regarding the future economic environment and therefore we cannot predict the ultimate impact of these economic conditions on our operational and financial performance. Given the uncertainty, we cannot reasonably estimate store traffic patterns and the prolonged impact on overall consumer demand. However, we expect that our operations will continue to be impacted by these macroeconomic headwinds, ~~including tariffs,~~ which may increase our merchandise costs, affect merchandise availability, and impact our financial performance.

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. We are evaluating the impact of these developments on previously paid tariffs and related matters, including the potential for refunds or other recovery. At this time, we cannot reasonably estimate the amount or timing of any recovery, if any, or the ultimate impact of these developments on our condensed consolidated financial statements.

How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of financial and operating measures that affect our operating results.

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Net Sales

Net sales reflect our sale of merchandise plus shipping and handling revenue collected from our customers, less returns and discounts. Direct-to-consumer sales are recognized upon shipment ofto ~~the~~a ~~product~~customer, ~~and~~while store sales are recognized at the point of sale.

Gross Profit

Gross profit is equal to our net sales less cost of goods sold. Gross profit as a percentage of our net sales is referred to as gross margin. Cost of goods sold includes the direct cost of purchased merchandise; inventory shrinkage; inventory adjustments due to obsolescence, including excess and slow-moving inventory and lower of cost and net realizable reserves; inbound freight; and freight from our ~~distribution~~fulfillment centers to our retail stores. The primary drivers of the costs of individual goods are raw material costs. Depreciation and amortization are excluded from gross profit. WeShipping ~~expect~~and ~~gross~~handling ~~profit~~revenue tois ~~increase~~also toreflected ~~the~~in ~~extent~~our ~~that~~gross weprofit ~~successfully~~and ~~grow~~gross ~~our~~profit ~~net sales~~margin. Our gross profit may not be comparable to other retailers, as we do not include distribution network and store occupancy expenses in calculating gross profit, but instead we include them in selling, general and administrative expenses.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include all operating costs not included in cost of goods sold. These expenses include all payroll and payroll-related expenses and occupancy expenses related to our stores and to our operations at our headquarters, including utilities, depreciation and amortization ~~and distribution network expenses~~. They also include marketing expense, which primarily includes television, digital and ~~television~~social media advertising, ~~catalog~~print production, mailing and print advertising costs, as well as all logistics costs associated with shipping product to our customers, consulting and software expenses and professional services fees. Selling, general and administrative expenses as a percentage of net sales is usually higher in lower-volume quarters and lower in higher-volume quarters because a portion of the costs are relatively fixed.

While we expect these expenses to increase as we continue to increase brand awareness and invest in infrastructure to support our business, we believe these expenses will decrease as a percentage of sales over time. Our shipping and handling expenses typically increase during the second half of the year due to additional surcharges during our peak selling season.

Adjusted EBITDA

We believe Adjusted EBITDA is a useful measure of operating performance, as it provides a clearer picture of operating results by excluding the effects of financing and investing activities by eliminating the effects of interest, taxes, and depreciation and amortization costs and eliminating expenses that are not reflective of underlying business performance. We use Adjusted EBITDA to facilitate a comparison of our operating performance on a consistent basis from period-to-period and to provide for a more complete understanding of factors and trends affecting our business.

We define Adjusted EBITDA as consolidated net (loss) income before depreciation and amortization, ~~interest expense~~ and ~~provision~~interest ~~for income taxes adjusted for the impact of certain items~~expense, including non-cash, ~~restructuring expenses~~ and other items we do not consider representative of our ongoing operating performance. We believe Adjusted EBITDA is less susceptible to variances in actual performance resulting from depreciation, amortization and other items. ~~We also use Adjusted EBITDA as one of the key financial metrics in determining bonus compensation for our employees.~~ This non-GAAP measure may not be comparable to similarly titled measures used by other companies.

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Results of Operations

The following table summarizes our unaudited consolidated results of operations for the periods indicated, both in dollars and as a percentage of net sales.

	Three Months Ended										~~Nine Months Ended~~
	November 2, 2025					October 27, 2024					November 2, 2025					October 27, 2024
	2026				% of Net Sales					2025				% of Net Sales					Change			% Change
(in thousands)
Net sales	$	~~114~~98,~~871~~594				$100.0	~~127,056~~	%		$	$102,704	~~349,291~~			100.0	$	~~385,359~~%		$	(4,110	)		(4.0	)	%
Cost of goods sold (excluding depreciation and amortization)		5341,~~025~~960				42.6	~~60,645~~	%			49,349	~~162,071~~			48.0		~~183,328~~%			(7,389	)		(15.0	)	%
Gross profit		6156,~~846~~634				57.4	~~66,411~~	%			53,355	~~187,220~~			52.0		~~202,031~~%			3,279			6.1		%
Selling, general and administrative expenses		7061,~~680~~802				62.7	~~82,311~~	%			65,158	~~205,154~~			63.4		~~226,903~~%			(3,356	)		(5.2	)	%
Restructuring expense		—					6,152					850					7,748
Impairment of long-lived assets		2,709				2.7		%			549				0.5		%			2,160			393.4		%
Operating loss		(8,834	)				(22,052	)				(18,784	)				(32,620	)
Restructuring expense		1,354				1.4		%			—				-		%			1,354			-		%
Interest expense		1,231					1,251					4,181					3,232
Operating loss		(9,231	)			(9.4	)	%			(12,352	)			(12.0	)	%			3,121			(25.3	)	%
Other (loss) income, net		(2	)				6					(245	)				167
Interest expense		790				0.8		%			1,481				1.4		%			(691	)		(46.7	)	%
Loss before income taxes		(10,067	)				(23,297	)				(23,210	)				(35,685	)
Other (loss) income, net		93				0.1		%			(161	)			(0.2	)	%			254			(157.8	)	%
Income tax expense		—					4,919					828					2,366
Loss before income taxes		(9,928	)			(10.1	)	%			(13,994	)			(13.6	)	%			4,066			(29.1	)	%
Net loss		(10,067	)				(28,216	)				(24,038	)				(38,051	)
Income tax expense		120				0.1		%			1,270				1.2		%			(1,150	)		(90.6	)	%
Less: Net income attributable to noncontrolling interest		34					15					95					34
Net loss		(10,048	)			(10.2	)	%			(15,264	)			(14.9	)	%			5,216			(34.2	)	%
Net loss attributable to controlling interest	$	(10,101	)			$	(28,231	)			$	(24,133	)			$	(38,085	)
Less: Net income attributable to noncontrolling interest		53				0.1		%			29				0.0		%			24			82.8		%
Percentage of Net sales:
Net loss attributable to controlling interest	$	(10,101	)			(10.2	)	%		$	(15,293	)			(14.9	)	%		$	5,192			(34.0	)	%
Net sales		100.0		%			100.0		%			100.0		%			100.0		%
Cost of goods sold (excluding depreciation and amortization)		46.2		%			47.7		%			46.4		%			47.6		%
Gross margin		53.8		%			52.3		%			53.6		%			52.4		%
Selling, general and administrative expenses		61.5		%			64.8		%			58.7		%			58.9		%
Restructuring expense		-		%			4.8		%			0.2		%			2.0		%
Operating loss		(7.7	)	%			(17.4	)	%			(5.4	)	%			(8.5	)	%
Interest expense		1.1		%			1.0		%			1.2		%			0.8		%
Other (loss) income, net		—		%			—		%			(0.1	)	%			—		%
Loss before income taxes		(8.8	)	%			(18.3	)	%			(6.6	)	%			(9.3	)	%
Income tax expense		-		%			3.9		%			0.2		%			0.6		%
Net loss		(8.8	)	%			(22.2	)	%			(6.9	)	%			(9.9	)	%
Less: Net income attributable to noncontrolling interest		—		%			—		%			—		%			—		%
Net loss attributable to controlling interest		(8.8	)	%			(22.2	)	%			(6.9	)	%			(9.9	)	%

Three Months Ended ~~November~~May 23, ~~2025~~2026, Compared to Three Months Ended ~~October~~May 274, ~~2024~~2025

Net Sales

~~Net~~The decrease in net sales ~~decreased~~for ~~$12.2~~the ~~million,~~three ormonths ~~9.6%~~ended May 3, to2026 ~~$114.9~~was ~~million~~primarily driven by a decline in ~~the~~direct-to-consumer ~~three~~net ~~months~~sales ~~ended~~resulting ~~November~~from 2,declines ~~2025~~in ~~compared~~web traffic and web conversion due to ~~$127.1~~reduced ~~million~~promotional inactivity ~~the~~partially ~~three~~offset ~~months~~by ~~ended~~higher ~~October~~average ~~27,~~order ~~2024~~values. The ~~decrease~~decline in direct-to-consumer net sales was ~~primarily~~partially ~~driven~~offset by ~~declines~~an increase in ~~web~~store ~~traffic~~net ~~due~~sales todriven ~~reduced~~by ~~promotional~~improved ~~activity~~shopper conversion and higher average order values.

Gross Profit

~~Gross profit decreased $4.6 million, or 6.9%, to $61.8 million in the three months ended November 2, 2025 compared to $66.4 million in the three months ended October 27, 2024.~~ The ~~decrease~~increase in gross profit ~~was~~and ~~partially driven by the $3 million impact of tariffs. As a percentage of net sales,~~ gross margin ~~increased~~rate tofor ~~53.8% in~~ the three months ended ~~November~~May ~~2, 2025, compared to 52.~~3~~% of net sales in the three months ended October 27~~, ~~2024.~~2026 ~~The increase in gross margin rate~~ was primarily driven by an increase in average unit retail sales from reduced promotional activity coupled with an improvement in product costs from our direct to factory sourcing initiative.

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Selling, General and Administrative Expenses

~~Selling~~The decrease in selling, general and administrative ~~expenses~~expense ~~decreased~~and ~~$11.6~~as ~~million,~~a orpercentage ~~14.1%,~~of tonet ~~$70.1~~sales ~~million~~for in the three months ended ~~November~~May ~~2, 2025 compared to $82.~~3 ~~million in the three months ended October 27~~, ~~2024.~~2026 ~~Selling,~~was ~~general~~mainly ~~and~~driven ~~administrative~~by ~~expenses~~leverage ason aoutbound ~~percentage~~shipping ofcosts ~~net~~due ~~sales decreased~~ to ~~61.5%~~higher inaverage ~~the~~order ~~three~~values ~~months~~coupled ~~ended~~with ~~November~~a 2,reduction ~~2025, compared to 64.8%~~ in ~~the~~personnel ~~three~~and ~~months~~marketing ~~ended~~related ~~October 27, 2024~~expenses.

~~The~~Impairment ~~decrease in selling, general and administrative expense as a percentage~~ of ~~net~~Long-Lived ~~sales was mainly driven by leverage on outbound shipping costs due to higher average order values coupled with a reduction in personnel and depreciation expenses.~~Assets

~~Income~~The ~~Taxes~~impairment charge recorded during the three months ended May 3, 2026 related to the closure of our Salt Lake City fulfillment center and corresponding leasehold improvements, which is discussed in further detail in Note 2 of our Notes to Condensed Consolidated Financial Statements. The impairment charge recorded during the three months ended May 4, 2025 related to certain software that was no longer utilized in our operations.

~~Income~~Restructuring tax expense was $0.0 million in the three months ended November 2, 2025, compared to income tax expense of $4.9 million in the three months ended October 27, 2024. The change was primarily driven by the valuation allowance established in the third quarter of 2024.Expense

~~Net~~The ~~Loss~~restructuring ~~Attributable~~expenses incurred for the three months ended May 3, 2026 related to ~~Controlling~~the ~~Interest~~closure of our Salt Lake City fulfillment center. Refer to Note 13 of our Notes to Condensed Consolidated Financial Statements for further information on the closure of the fulfillment center.

~~Net loss attributable to controlling interest was $10.1 million, in the three months ended November 2, 2025 compared to net loss of $28.2 million in the three months ended October 27, 2024.~~ 23

Nine Months Ended November 2, 2025, Compared to Nine Months Ended October 27, 2024

Net Sales

Net sales decreased $36.1 million, or 9.4%, to $349.3 million in the nine months ended November 2, 2025 compared to $385.4 million in the nine months ended October 27, 2024. The decrease in net sales was primarily driven by decline in web traffic due to reduced promotional activity.

Gross Profit

Gross profit decreased $14.8 million, or 7.3%, to $187.2 million in the nine months ended November 2, 2025 compared to $202.0 million in the nine months ended October 27, 2024. As a percentage of net sales, gross margin increased to 53.6% of net sales in the nine months ended November 2, 2025, compared to 52.4% of net sales in the nine months ended October 27, 2024. The increase in gross margin rate was primarily driven by an increase in average unit retail sales from reduced promotional activity coupled with an improvement in product costs from our direct to factory sourcing initiative.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased $21.7 million, or 9.6%, to $205.1 million in the nine months ended November 2, 2025 compared to $226.9 million in the nine months ended October 27, 2024. Selling, general and administrative expenses as a percentage of net sales decreased to 58.7% in the nine months ended November 2, 2025, compared to 58.9% in the nine months ended October 27, 2024.

The decrease in selling, general and administrative expense as a percentage of net sales was mainly driven by leverage on outbound shipping costs due to higher average order values coupled with a reduction in personnel and depreciation expenses.

Income Taxes

Income tax expense was $0.8 million in the nine months ended November 2, 2025, compared to income tax expense of $2.4 million in the nine months ended October 27, 2024. The provision for third quarter of fiscal 2024 and fiscal 2025 reflected a valuation allowance which was established against the net amount of deferred tax assets as well as a pre-tax loss in the previous fiscal year.

Net Loss Attributable to Controlling Interest

Net loss attributable to controlling interest was $24.1 million, in the nine months ended November 2, 2025 compared to net loss of $38.1 million in the nine months ended October 27, 2024.

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Interest Expense

Interest expense decreased for the three months ended May 3, 2026 due to a lower average balance on our outstanding line of credit.

Income Taxes

The decrease was primarily driven by the additional valuation allowance established in the first quarter of 2025.

Reconciliation of Net Loss to EBITDA and EBITDA to Adjusted EBITDA

The following table presents reconciliations of net loss to EBITDA and EBITDA to Adjusted EBITDA, both of which are non-U.S. GAAP financial measures, for the periods indicated below. See the above section titled “How We Assess the Performance of Our Business,” for our definition of Adjusted EBITDA.

Three Months Ended

~~Nine Months Ended~~

November 2, 2025

October 27, 2024

November 2, 2025

October 27, 2024

May 3, 2026

May 4, 2025

(in thousands)

Net loss

(10,~~067~~048

)

(2815,~~216~~264

)

~~(24,038~~

)

~~(38,051~~

)

Depreciation and amortization

65,~~234~~778

76,~~284~~749

~~19,528~~

~~23,581~~

Amortization of internal-use software hosting

subscription implementation costs

1,~~252~~108

1,~~394~~129

~~3,492~~

~~3,856~~

Interest expense

~~1,231~~790

1,~~251~~481

~~4,181~~

~~3,232~~

Income tax expense

—120

41,~~919~~270

~~828~~

~~2,366~~

EBITDA

(12,~~350~~252

)

(134,~~368~~635

)

~~3,991~~

~~(5,016~~

)

Long-term incentive expense

~~612~~824

~~969~~293

~~2,078~~

~~3,352~~

Impairment expense

—2,709

—549

~~549~~

—

Restructuring expense

—1,354

~~6,152~~—

~~850~~

~~7,748~~

Adjusted EBITDA

~~(738~~2,635

)

(63,~~247~~793

)

~~7,468~~

~~6,084~~

AsThe aincrease ~~result of the factors discussed above~~ in ~~the “Results of Operations” section,~~ Adjusted EBITDA ~~increased~~was ~~$5.5~~primarily ~~million~~due to ~~($0.7)~~leverage ~~million~~across inour ~~the~~cost ~~three months ended November 2, 2025 compared to ($6.2) million in the three months ended October 27, 2024. As a percentage~~ of ~~net~~goods ~~sales,~~sold ~~Adjusted~~and ~~EBITDA~~operating ~~increased~~expenses toas ~~(0.6%)~~discussed ofabove ~~net sales~~ in the ~~three~~“Results ~~months November 2, 2025 compared to (4.9%)~~ of ~~net~~Operations” ~~sales in the three months ended October 27, 2024~~section.

As a result of the factors discussed above in the “Results of Operations” section, Adjusted EBITDA increased $1.4 million to $7.5 million in the nine months ended November 2, 2025 compared to $6.1 million in the nine months ended October 27, 2024. As a percentage of net sales, Adjusted EBITDA increased to 2.1% of net sales in the nine months ended November 2, 2025 compared to 1.6% of net sales in the nine months ended October 27, 2024.

Liquidity and Capital Resources

General

Our business relies on cash from operating activities and a credit facility as our primary sources of liquidity. Our primary cash needs have been for inventory, marketing and advertising, payroll, store leases, and capital expenditures associated with infrastructure and information technology. The most significant components of our working capital are cash, inventory, accounts payable and other current liabilities. At ~~November~~May 23, ~~2025~~2026, our net working capital was $5162.13 million, including $86.21 million of cash and cash equivalents.

WeIn ~~expect~~April to2025, ~~spend~~we ~~approximately~~entered into a credit agreement, which was subsequently amended throughout 2025 and provides us with borrowings of up to $17100.0 million inthat ~~fiscal~~are ~~2025~~available onunder ~~capital~~an ~~expenditures,~~asset-based ~~inclusive~~revolving ofsenior ~~software~~credit ~~hosting~~facility ~~implementation~~with ~~costs,~~a ~~primarily~~$10.0 ~~due~~million tosublimit ~~investments~~for inthe ~~two~~issuance ~~new~~of ~~stores~~standby ~~and~~letters ~~information~~of ~~technology~~credit. Due to the seasonality of our business, a significant amount of cash from operating activities is generated during the fourth quarter ~~typically~~of ~~has~~our fiscal year. During the ~~most~~first ~~significant~~three ~~impact~~quarters onof our ~~amount~~fiscal year, we typically are net users of cash ~~from~~in our operating activities through funding received on our line of credit as we acquire inventory in anticipation of our peak selling season, which typically occurs in the fourth quarter of our fiscal year. We also use cash in our investing activities for capital expenditures throughout all four quarters of our fiscal year.

We believe that our cash flow from operating activities and the availability of cash under our credit facility will be sufficient to cover working capital requirements and anticipated capital expenditures for the foreseeable future.

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Cash Flow Analysis

A summary of operating, investing and financing activities is shown in the following table.

	Nine Months Ended
	Three Months Ended
	November 2, 2025			October 27, 2024
	May 3, 2026			May 4, 2025
(in thousands)
Net cash used in operating activities	$	(3113,~~115~~418	)	$	(5856,~~125~~463	)
Net cash used in investing activities		(51,~~672~~721	)		(51,~~666~~279	)
Net cash provided by financing activities		414,~~624~~928			4062,~~969~~986
Increase (decrease) in cash and cash equivalents	$	4(10,~~837~~211	)	$	~~(22~~5,~~822~~244	)

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Net Cash Used in Operating Activities

Operating activities consist primarily of net loss adjusted for non-cash items that include depreciation and amortization, stock-based compensation and the effect of changes in operating assets and liabilities.

~~For~~The ~~the~~decrease ~~nine~~in ~~months ended November 2, 2025, net~~ cash used in operating activities ~~was~~for ~~$31.1~~the ~~million,~~three ~~which~~months ~~primarily~~ended ~~consisted~~May of3, ~~cash~~2026 ~~used~~was inprimarily ~~operating~~due ~~assets~~to ~~and liabilities of $30.2 million and a $24.0 million net loss for~~ the ~~nine~~increase ~~months~~in ~~ended~~gross ~~November~~margin 2rate, ~~2025~~decrease ~~partially~~in ~~offset~~selling, bygeneral ~~depreciation~~and ofadministrative ~~$19.5~~expenses ~~million.~~as ~~The~~discussed ~~cash used~~ in ~~operating~~further ~~assets~~detail above, and ~~liabilities~~decreased oftrade ~~$30.2~~payables ~~million~~and ~~was~~accrued expenses primarily ~~due~~from toimproved ainventory ~~$25~~management.7 ~~million decrease in inventory.~~

For the nine months ended October 27, 2024, net cash used in operating activities was $58.1 million, which primarily consisted of cash used in operating assets and liabilities of $49.4 million and a $38.1 million net loss for the nine months ended October 27, 2024 partially offset by depreciation of $24.7 million. The cash used in operating assets and liabilities of $49.4 million was primarily due to a $105.7 million increase in inventory, partially offset by a $53.2 million increase in trade accounts payable.

Net Cash Used in Investing Activities

Investing activities consist primarily of capital expenditures related to investments in infrastructure, retail stores and information technology.

~~For~~The ~~the~~increase ~~nine~~in ~~months~~cash ~~ended~~used ~~November~~in 2,investing ~~2025~~activities ~~and~~was ~~October~~primarily ~~27,~~driven ~~2024,~~by ~~net~~an ~~cash~~increase ~~used~~ in ~~investing~~purchases ~~activities~~of ~~was~~property ~~$5.7~~and ~~million~~equipment.

Net Cash Provided by Financing Activities

Financing activities consist primarily of borrowings and payments related to our revolving line of credit as well as payments on finance lease obligations.

~~For~~The ~~the~~decrease ~~nine~~in ~~months~~cash ~~ended~~provided ~~November~~by 2,financing ~~2025,~~activities ~~net~~for ~~cash~~the ~~provided~~three bymonths ~~financing~~ended ~~activities~~May ~~was~~3, ~~$41.6~~2026 ~~million~~was ~~compared~~primarily due to ~~net~~lower ~~cash~~proceeds ~~provided~~from byour ~~financing~~line ~~activities~~ of ~~$41.0~~credit ~~million~~as ~~for~~a ~~nine~~result ~~months~~of ~~ended~~lower ~~October~~use ~~27,~~of ~~2024~~cash in our operations.

Contractual Obligations

There have been no significant changes to our contractual obligations as described in our Annual Report on Form 10-K for the fiscal year ended February 21, ~~2025~~2026.

Off-Balance Sheet Arrangements

We are not a party to any material off-balance sheet arrangements.

Critical Accounting Policies and Critical Accounting Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as the related disclosures of contingent assets and liabilities at the date of the financial statements. We evaluate our accounting policies, estimates, and judgments on an on-going basis. We base our estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions and such differences could be material to the consolidated financial statements.

As of the date of this filing, there were no significant changes to any of the critical accounting policies and estimates described in our ~~2024~~2025 Form 10-K.

Recent Accounting Pronouncements

See Note 14 “Recent Accounting Pronouncements,” of Notes to Condensed Consolidated Financial Statements included in Part 1, Item 1, of this quarterly report on Form 10-Q for information regarding recent accounting pronouncements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes in the market risks described in our ~~2024~~2025 Form 10-K. See Note 3 “Debt and Credit Agreement,” of Notes to Condensed Consolidated Financial Statements included in Part 1, Item 1, of this quarterly report on Form 10-Q, for disclosure on our interest rate related to borrowings under our credit agreement.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Section 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires management of an issuer subject to the Exchange Act to evaluate, with the participation of the issuer’s principal executive and principal financial officers, or persons performing similar functions, the effectiveness of the issuer’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act), as of the end of each fiscal quarter. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(d) and 15d-15(d) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are subject to certain legal proceedings and claims in the ordinary course of business. We are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, financial condition, operating results or cash flows. We establish reserves for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable.

Item 1A. Risk Factors

We operate in a rapidly changing environment that involves a number of risks that may have a material adverse effect on our business, financial condition and results of operations. For a detailed discussion of the risks that affect our business, please refer to the section entitled “Risk Factors” in our ~~2024~~2025 Form 10-K, or other SEC filings. There have been no material changes to our risk factors as previously disclosed in our fiscal ~~2024~~2025 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We did not sell any equity securities during the quarter ended ~~November~~May 23, ~~2025~~2026, which were not registered under the Securities Act.

The following table contains information regarding shares acquired by us during the quarter, which consisted solely of shares acquired from employees in lieu of amounts required to satisfy minimum tax withholding requirements upon the vesting of the employees’ restricted stock during the three months ended ~~November~~May 23, ~~2025~~2026.

					Total number		Approximate dollar
					of shares purchased		value of shares that
	Total number				as part of publicly		may yet to be
	of shares		Average price		announced plans		purchased under the
Period	purchased		paid per share		or programs		plans or programs
August 3, 2025 - August 31, 2025		—	$	—		—	$	—
February 2, 2026 - March 1, 2026		1,524	$	2.21		—	$	—
September 1, 2025 - October 5, 2025		122		3.79		—		—
March 2, 2026 - April 5, 2026		87,110		2.19		—		—
October 6, 2025 - November 2, 2025		—		—		—		—
April 6, 2026 - May 3, 2026		16,129		3.39		—		—
Total		~~122~~104,763	$	—		—	$	—

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Item 5. Other Information

During the three months ended ~~November~~May 23, ~~2025~~2026, no director or Section 16 officer 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.

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Item 6. Exhibits

EXHIBIT INDEX

Exhibit No.
10.1		Amendment No. 2 to Credit Agreement, dated as of October 1, 2025, among Duluth Holdings Inc., certain financial institutions as Lenders thereto, and BMO Bank N.A., as Administrative Agent, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 1, 2025.
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended.*
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended.*
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS		XBRL Instance Document**
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents**
104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~November~~May 23, ~~2025~~2026 has been formatted in Inline XBRL (Inline Extensible Business Reporting Language and contained in Exhibits 101).


+		Indicates a management contract or compensation plan or arrangement
*		Filed herewith
**		In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed.”

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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 thereunto duly authorized.

Date: December 17, 2025
Date: June 9, 2026
	DULUTH HOLDINGS INC.(Registrant)
		/s/ Heena Agrawal
		Heena Agrawal
		Senior Vice President, Chief Financial Officer
		(On behalf of the Registrant and as Principal Financial Officer and Interim Principal Accounting Officer)

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