DULUTH HOLDINGS INC. (DLTH) – Company response
2026-02-03 · Re: Form 10-K for Fiscal Year Ended February 2, 2025 Annual Report to Security Holders for Fiscal Year Ended February 2, 2025 Item 2.02 Form 8-K dated December 16, 2025 · Accession 0001193125-26-035643 · Agreed to revise
Responds to staff letter of 2026-01-27.
Non-GAAP: Adjustments & LabelsNon-GAAP: Reconciliation & UsefulnessIncome TaxesEarnings per Share (ASC 260)
2026-01-27 · Duluth Holdings, Inc. Form 10-K for Fiscal Year Ended February 2, 2025 Annual Report to Security Holders for Fiscal Year · Comment 1 · Financial Results Agreed to revise
Staff comment: Please reconcile Adjusted Diluted EPS, a non-GAAP financial measure presented here and under Summary of Financial Performance, to its most directly comparable GAAP measure. Refer to Item 100(a) of Regulation G. Item 2.02 Form 8-K dated December 16, 2025 Duluth Holdings Inc. Announces Third Quarter 2025 Financial Results Duluth Holdings Inc.
letter → Company response: We respectfully acknowledge the Staff’s comment and we advise that in future annual reports to security holders, we will include a table that reconciles any non-GAAP financial measure to its most directly comparable GAAP measure, including any reconciliations required in our Annual Report to Security Holders for Fiscal Year Ended February 1, 2026. By way of example, the following is a reconciliation of Adjusted Diluted EPS that was included in our earnings release furnished as part of the Current Report on Form 8-K, dated March 11, 2025. DULUTH HOLDINGS INC. Reconciliation of Net Loss to Adjusted Net Loss and Adjusted Net Loss to Adjusted EPS (Unaudited) Three Months Ended Twelve Months…
response letter → 2026-01-27 · Duluth Holdings, Inc. Form 10-K for Fiscal Year Ended February 2, 2025 Annual Report to Security Holders for Fiscal Year · Comment 2 · (Loss) to Adjusted EPS, page 9 Agreed to revise
Staff comment: We note your non-GAAP adjustment labeled "tax valuation allowance" reflected in your Adjusted Net Income reconciliation. Please tell us what the adjustment represents, the reasons for excluding the changes in your tax valuation from the measure and why management believes the adjustment is meaningful and appropriate. In addition, please tell us how the adjustment is consistent with Questions 100.01 and 102.11 of the Non- GAAP Financial Measures Compliance & Disclosure Interpretations.
letter → Company response: The “tax valuation allowance” adjustment represents a discrete, non-cash charge recorded to establish a valuation allowance against deferred tax assets. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. A valuation allowance is established if it is more likely than not that some portion or all of the deferred income tax asset will not be realized. The Company considers this a discrete adjustment rather than a reflection of the Company’s ongoing performance. It also does not preclude our business from utilizing the underlying tax credits for which the valuation allowance was established. Management believes excluding this discrete…
response letter → Full letter on EDGAR → · Filing index · All DULUTH HOLDINGS INC. (DLTH) correspondence
Non-GAAP: Adjustments & Labels – what to check: Do not exclude normal, recurring cash operating expenses or use individually tailored recognition methods; label measures clearly (C&DI 100.01–100.04).
Non-GAAP: Reconciliation & Usefulness – what to check: Reconcile every non-GAAP measure (including segment-level measures presented outside the ASC 280 note) to the most directly comparable GAAP measure, and explain why it is useful.
Income Taxes – what to check: Explain valuation allowance positive/negative evidence and the drivers of effective rate changes.
Earnings per Share (ASC 260) – what to check:
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