Duluth Holdings Inc-B 2024年度报告

FORM10-K xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year EndedFebruary2, 2025OR For the transition period fromtoCommission file No.001-37641DULUTH HOLDINGS INC.(Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes¨Nox Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Actof 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 tosuch filing requirements for the past 90 days.Yesx No¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 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 submitsuch files).Yesx No¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.x Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).x Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes¨Nox The aggregate market value of voting stock held by non-affiliates of the Registrant was approximately $51.2million based upon the closingprice on the last business day of the registrant’s most recently completed second fiscal quarter (July 28, 2024). The number of shares outstanding of the Registrant’s Class A common stock, no par value, as of March 19, 2025, was3,364,200. The number ofshares outstanding of the Registrant’s Class B common stock, no par value, as of March 19, 2025 was31,774,348. Table of Contents DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement to be filed within 120 days ofFebruary 2, 2025are incorporated by reference in thisAnnual Report on Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14. TABLE OF CONTENTS PART I ITEM2.PROPERTIES24ITEM3.LEGAL PROCEEDINGS25ITEM4.MINE SAFETY DISCLOSURES25INFORMATION ABOUT OUR EXECUTIVE OFFICERS26PART IIITEM5.MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERSAND ISSUER PURCHASES OF EQUITY SECURITIES27ITEM 6.[RESERVED]27ITEM7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS28ITEM8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA37ITEM9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE64ITEM9A.CONTROLS AND PROCEDURES64ITEM9B.OTHER INFORMATION64ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS64PART IIIITEM10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE65ITEM11.EXECUTIVE COMPENSATION65ITEM12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED SHAREHOLDER MATTERS65ITEM13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE65ITEM14.PRINCIPAL ACCOUNTANT FEES AND SERVICES65PART IVITEM15.EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULE66ITEM16.FORM 10-K SUMMARY69SIGNATURES69 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities LitigationReform Act of 1995 that are subject to risks and uncertainties. All statements other than statements of historical or current factsincluded in this Annual Report on Form 10-K are forward-looking statements. Forward-looking statements refer to our currentexpectations and projections relating to our financial condition, results of operations, pla