UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition. |
On March 13, 2025, Duluth Holdings Inc. (the “Company” or “Duluth Trading”) issued a press release (the “Earnings Press Release”) discussing, among other things, its financial results for its fiscal fourth quarter and fiscal year ended February 2, 2025. A copy of the Earnings Press Release is furnished as Exhibit 99.1 to this report.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Retirement of President and Chief Executive Officer
On March 11, 2025, Mr. Samuel M. Sato informed the Company that he is retiring as President and Chief Executive Officer and as a member of the Board of Directors (the “Board”), with such retirement to be effective on April 25, 2025. Mr. Sato’s decision was not related to any disagreements with the Company or its management on any matters relating to the Company’s operations, policies, or practices. A search process for the selection of a new President and Chief Executive Officer has been initiated by the Company.
Appointment of Chief Executive Officer
The Board appointed Mr. Stephen L. Schlecht as Interim Chief Executive Officer of the Company in addition to his role as Senior Advisor to the Company, effective April 25, 2025, unless the Board appoints a permanent Chief Executive Officer prior to such date. During the transition period, Mr. Schlecht will assume day-to-day leadership of the Company. Mr. Schlecht, age 77, is the Company’s Founder and former Chief Executive Officer. Mr. Schlecht’s biography is set forth under the heading “Proposal One: Election of Directors – Nominees for Director” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 5, 2024, which information is incorporated herein by reference. Since January 30, 2023, there have been no transactions, and there are no currently proposed transactions, to which the Company was or is a participant and in which Mr. Schlecht had or is to have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K, except as disclosed under the heading “Certain Relationships and Related Party Transactions” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 5, 2024, which information is incorporated herein by reference. Mr. Schlecht will receive no additional compensation for serving as Interim Chief Executive Officer.
The Company’s press release announcing Mr. Sato’s retirement and Mr. Schlecht’s appointment is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On March 13, 2025, the Company issued an Investor Presentation. A copy of the Investor Presentation is attached as Exhibit 99.3 and is incorporated by reference herein.
The information reported in Items 2.02 and 7.01 of this Form 8-K, including Exhibits 99.1 and 99.3, is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Further, the information reported in Items 2.02 and 7.01 of this Form 8-K, including the Exhibits 99.1 and 99.3, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filings.
Forward Looking Information
Certain matters discussed in this Current Report on Form 8-K and other oral and written statements by representatives of the Company including, but not limited to, the Company’s ability to meet its fiscal 2025 expectations (including its ability to achieve its projected net sales, adjusted EBITDA, and diluted EPS) and its ability to execute on its growth strategies and its long-term growth targets, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the use of words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “believe,” “estimate,” “project,” “target,” “predict,” “intend,” “future,” “budget,” “goals,” “potential,” “continue,” “design,” “objective,” “forecasted,” “would,” and other similar expressions. The forward-looking statements are not historical facts, and are based upon Duluth Trading’s current expectations, beliefs, estimates, and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond Duluth Trading’s control. Duluth Trading’s expectations, beliefs and projections are expressed in good faith, and Duluth Trading believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates, and projections will occur or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking
statements, including, among others, the risks, uncertainties, and factors set forth under Part 1, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March 22, 2024 and other factors as may be periodically described in Duluth Trading’s subsequent filings with the SEC. 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; 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 to strengthen brand awareness and attract new customers in a cost effective manner; 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 regulation; 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.. Forward-looking statements speak only as of the date the statements are made. Duluth Trading assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances or other changes affecting forward-looking information except to the extent required by applicable securities laws.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are being furnished with this Current Report on Form 8-K.
| Exhibit |
Description | |
| 99.1 | Earnings Press Release, dated March 13, 2025 | |
| 99.2 | Press release regarding CEO retirement and Interim CEO appointment, dated March 13, 2025 | |
| 99.3 | Investor Presentation, dated March 13, 2025 | |
| 104 | Cover Page interactive data file (embedded with the inline XBRL document) | |
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 hereunto duly authorized.
| DULUTH HOLDINGS INC. | ||||||
| Date: March 13, 2025 | ||||||
| By: | /s/ Heena Agrawal | |||||
| Name: | Heena Agrawal | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||