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X UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended January 31 , 2021 OR П TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Wisconsin ( State or other jurisdiction of incorporation or organization ) 201 East Front Street , Mount Horeb , Wisconsin ( Address of principal executive offices ) Commission file No. 001-37641 DULUTH HOLDINGS INC . ( Exact name of registrant as specified in its charter ) Title of each class Class B Common Stock , No Par Value to 0 0 39-1564801 ( I.R.S. Employer Identification Number ) Registrant's telephone number , including area code : ( 608 ) 424-1544 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol DLTH 53572 ( Zip Code ) Securities registered pursuant to Section 12 ( g ) of the Act : None Name of each exchange on which registered NASDAQ Global Select Market No x No x Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes x No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes x No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer Emerging Growth Company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13 ( a ) of the Exchange Act . □ Accelerated filer Smaller reporting company X X Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . x Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No x The aggregate market value of voting stock held by non - affiliates of the Registrant was approximately $ 84.3 million based upon the closing price on the last business day of the registrant's most recently completed second fiscal quarter ( August 2 , 2020 ) . The number of shares outstanding of the Registrant's Class A common stock , no par value , as of March 23 , 2021 , was 3,364,200 . The number of shares outstanding of the Registrant's Class B common stock , no par value , as of March 23 , 2021 was 29,548,011 . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive proxy statement to be filed within 120 days of January 31 , 2021 are incorporated by reference in this Annual Report on Form 10 - K in response to Part III , Items 10 , 11 , 12 , 13 and 14 .