Form 4: Duluth Holdings Director Gifts 102,000 Class B Shares

Stephen L. Schlecht, a Director and 10% owner of Duluth Holdings Inc., gifted 102,000 shares of Class B Common Stock.

Summary

• Stephen L. Schlecht, a Director and 10% owner of Duluth Holdings Inc. (DLTH), reported a transaction involving Class B Common Stock.
• On December 22, 2025, Mr. Schlecht disposed of 102,000 shares of Class B Common Stock through a gift (transaction code 'G').
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• Following this transaction, Mr. Schlecht directly beneficially owns 7,119,588 shares of Class B Common Stock.
• The price for the gifted shares is not applicable.

Sentiment

Score: 5

Explanation: A director and 10% owner gifted a significant number of shares, reducing their direct beneficial ownership. While not a market sale and executed under a 10b5-1 plan, it still represents a decrease in direct insider holdings, leading to a neutral sentiment.

Positives

• The transaction is a gift, not a sale for cash, which may be viewed less negatively than an open market sale.
• The transaction was executed under a pre-planned Rule 10b5-1 arrangement, indicating it was not an opportunistic transaction based on immediate market conditions.

Negatives

• A reduction of 102,000 shares in direct beneficial ownership by a Director and 10% owner, even if a gift, decreases insider holdings.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future performance.

Industry Context

This insider transaction is specific to Duluth Holdings Inc. and does not directly reflect broader industry trends or competitive dynamics. Insider gifts are typically related to personal estate planning or philanthropy rather than market sentiment.

Related Party Transactions

• The disposition of shares is a gift, which could potentially be a related party transaction if the recipient is a related party, though the filing does not specify the recipient.

Stakeholder Impact

• Shareholders may note a reduction in direct insider ownership, although the nature of the transaction as a gift and under a 10b5-1 plan may mitigate negative interpretations compared to an open market sale.

Key Dates

Recommendation

The filing reports a gift of shares by a director and 10% owner, executed under a pre-planned Rule 10b5-1 arrangement. While it reduces insider ownership, it is not a market sale and does not inherently signal a change in company fundamentals or future prospects. Investors should monitor future insider activity and company performance, but this single event does not warrant a change in investment recommendation.

Keywords

Duluth Holdings Inc., DLTH, Form 4, Insider Transaction, Stock Gift, Stephen L. Schlecht, Class B Common Stock, Director, 10% Owner, Rule 10b5-1