SEC Form SD filed by Duluth Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

SPECIALIZED DISCLOSURE REPORT

Check the appropriate box to indicate the rule pursuant to which this form is being filed.

Section 1 – Conflict Minerals Report

Item 1.01 Conflict Minerals Disclosure and Report

Conflict Minerals Disclosure

Introduction

Duluth Holdings Inc. (the “Company,” “us,” “we” or “our”) is a lifestyle brand of men’s and women’s workwear, casual wear, outdoor apparel and accessories primarily sold through our own omnichannel platform.

The Securities and Exchange Commission (“SEC”) adopted Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”) mandated by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Rule requires SEC registrants to annually disclose whether columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin, and tungsten (collectively “conflict minerals”) are necessary to the functionality or production of their products that they manufacture or contract to manufacture and whether those minerals originated in the Democratic Republic of the Congo (“DRC”) or an adjoining country, including Angola, Burundi, Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda and Zambia (collectively, the “Covered Countries”).

The Rule imposes certain reporting obligations on SEC registrants whose products contain conflict minerals that are necessary to the functionality or production of their products (such minerals are referred to as “necessary conflict minerals”), excepting conflict minerals that, prior to January 31, 2013, were located “outside of the supply chain” (as defined in the Rule). For products that contain necessary conflict minerals, the registrant must conduct in good faith a reasonable country of origin inquiry (“RCOI”) designed to determine whether any of the conflict minerals originated in any of the Covered Countries. If, based on such inquiry, the registrant has no reason to believe that its necessary conflict minerals may have originated in a Covered Country, or if based on its RCOI the registrant reasonably believes that its necessary conflict minerals did not originate in a Covered Country or came from recycled or scrap sources, the registrant must disclose its RCOI and briefly describe the inquiry it undertook.

Product Description

During 2025, we “contracted to manufacture” certain products for which conflict minerals may be necessary to their functionality or production, including apparel, footwear, and accessories. Within these products are components that can be identified but are generally obtained indirectly from other suppliers by our direct suppliers. These components may include, but are not limited to, zippers, fabrics, buttons, snaps and buckles.

Reasonable Country of Origin Inquiry

We completed a RCOI with respect to the conflict minerals. Our RCOI included the following steps:

As described in the steps above, we believe our RCOI was reasonably designed and performed in good faith to determine whether conflict minerals in our products originated in the Covered Countries. We received responses from all 44 in-scope suppliers. Based on the responses received, seven of our in-scope suppliers indicated that one or more of the conflict minerals were necessary to the functionality or production of the products they supply to us.

Based on our internal procedures and follow up with our in-scope suppliers, we have no reason to believe that any conflict minerals in our products may have originated in the Covered Countries, except that one supplier identified two smelters located in a Covered Country. However, both smelters are listed as conformant smelters by the Responsible Minerals Initiative. We determined, based on our RCOI, that we did not have any further disclosure or reporting obligations with regard to conflict minerals.

A copy of the Company’s Form SD for the reporting period January 1, 2025 to December 31, 2025 is publicly available at www.duluthtrading.com under the “Investors,” “SEC Filings” tab.

Item 1.02 Exhibit

Not applicable.

Section 2 – Resource Extraction Issuer Disclosure

Item 2.01 Resource Extraction Issuer Disclosure and Report

Not applicable.

Section 3 – Exhibits

Item 3.01 Exhibits

Not applicable.

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 duly authorized undersigned.