Amendment: SEC Form SCHEDULE 13D/A filed by Duluth Holdings Inc.
$DLTH
Clothing/Shoe/Accessory Stores
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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DULUTH HOLDINGS INC. (Name of Issuer) |
Class B Common Stock, no par value per share (Title of Class of Securities) |
26443V101 (CUSIP Number) |
Dennis F. Connolly
Godfrey & Kahn, S.C., 833 E. Michigan Street, Suite 1800
Milwaukee, WI, 53202
414-273-3500
Godfrey & Kahn, S.C., 833 E. Michigan Street, Suite 1800
Milwaukee, WI, 53202
414-273-3500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/05/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | 26443V101 |
| 1 |
Name of reporting person
PUGLIESE STEPHANIE L. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,265,225.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class B Common Stock, no par value per share | |
| (b) | Name of Issuer:
DULUTH HOLDINGS INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
201 EAST FRONT STREET, MOUNT HOREB,
WISCONSIN
, 53572. | |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D amends and supplements the initial Statement on Schedule 13D originally filed on April 7, 2025, as amended on May 7, 2025 and March 25, 2026 (as amended, the "Original Schedule 13D") relating to the shares of Class B common stock, no par value per share ("Common Stock"), of Duluth Holdings Inc., a Wisconsin corporation (the "Issuer").
Unless otherwise defined or modified below, capitalized terms used in this Amendment No. 3 to the Schedule 13D shall have the meaning ascribed to them in the Original Schedule 13D. All disclosure for items contained in the Original Schedule 13D where no new information is provided for such item in this Amendment No. 3 to Schedule 13D is incorporated herein by reference. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
As of May 5, 2026, Ms. Pugliese holds an aggregate of 2,265,225 shares of Common Stock. Ms. Pugliese previously acquired 1,173,021 shares of Common Stock pursuant to an award of restricted stock granted in accordance with the terms of the Inducement Restricted Stock Award Agreement between the Issuer and Ms. Pugliese, effective May 5, 2025 (the "Agreement"). Pursuant to the terms of the Agreement, 387,097 shares of Common Stock vested on May 5, 2026, and in connection with such vesting, the Issuer withheld 181,935 shares to satisfy tax withholding obligations. | ||
| Item 4. | Purpose of Transaction | |
In accordance with the terms of the Agreement, 387,097 shares of Common Stock vested on May 5, 2026. Ms. Pugliese elected to have the Issuer withhold 181,935 of such shares to satisfy tax withholding obligations. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of May 5, 2026, Ms. Pugliese holds 2,265,225 shares of Common Stock, which represents 6.8% of the shares of Common Stock issued and outstanding.
The calculation of 6.8% in this Item 5 and Item 13 of the cover page is based on 33,398,984 shares of Common Stock, outstanding as of March 19, 2026 as disclosed in the Issuer's Annual Report on Form 10-K, filed by the Issuer on March 20, 2026. | |
| (b) | Ms. Pugliese has sole voting power over 2,265,225 shares of Common Stock and sole dispositive power 749,142 shares of Common Stock. | |
| (c) | Other than the transaction described above with respect to the vesting of 387,097 shares of Common Stock and the withholding of 181,935 shares of Common Stock by the Issuer, and the grant of 730,159 shares of Common Stock previously reported in Amendment No. 2 to Schedule 13D filed on March 25, 2026, no other transactions regarding the Issuer's Common Stock were effected by Ms. Pugliese during the past 60 days. | |
| (d) | No person other than Ms. Pugliese has the right to receive or to direct the power to receive dividends from, or the proceeds from the sale of the shares of, Common Stock owned by Ms. Pugliese. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
A Inducement Restricted Stock Award Agreement, dated May 5, 2025, by and between Ms. Pugliese and the Issuer, incorporated by reference to Exhibit 10.2 of the Issuer's Current Report on Form 8-K filed on May 5, 2025.
https://www.sec.gov/Archives/edgar/data/1649744/000119312525112846/d944338dex102.htm
B Power of Attorney, incorporated by reference to Exhibit D to Amendment No. 1 of the Schedule 13D/A filed by Stephanie L. Pugliese on May 7, 2025.
https://www.sec.gov/Archives/edgar/data/1649740/000089271225000063/poa.pdf | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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