SecProbe.io

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<TEXT>
 February 11, 2026

Heena K. Agrawal
Senior Vice President and Chief Financial Officer
Duluth Holdings, Inc.
201 East Front Street
Mount Horeb, WI 53572

 Re: Duluth Holdings, Inc.
 Form 10-K for Fiscal Year Ended February 2, 2025
 File No. 001-37641
Dear Heena K. Agrawal:

 We have completed our review of your filings. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 CORRESP

 February 3, 2026
 Division of Corporation Finance Office of Trade &
Services United States Securities and Exchange Commission
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Duluth Holdings Inc.
  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
  File No. 001-37641
 Dear Ms. Franks and Ms. Lumley: On
behalf of Duluth Holdings Inc. (the “Company”), we are providing the following response to the comment letter from the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission
(the “Commission”) dated January 21, 2026. Annual Report to Security Holders for Fiscal Year Ended February 2, 2025
 2024 Performance Review Financial Results

 1.
 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.
 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 Ended

 February 2, 2025

 February 2, 2025

 (in thousands, except per share amounts)

 Amount

 Per share

 Amount

 Per share

 Net loss attributable to controlling interest

 $
 (5,586
 )

 $
 (0.17
 )

 $
 (43,671
 )

 $
 (1.31
 )

 Plus: Restructuring expenses

 — 

 — 

 7,748

 0.23

 Plus: Impairment expenses

 2,998

 0.09

 2,998

 0.09

 Income tax effect of adjustments to net loss

 (690
 )

 (0.02
 )

 (2,472
 )

 (0.07
 )

 Adjusted net loss before valuation allowance

 (3,278
 )

 (0.10
 )

 (35,397
 )

 (1.06
 )

 Plus: Valuation allowance

 1,796

 0.05

 11,847

 0.36

 Adjusted net loss attributable to controlling interest

 $
 (1,482
 )

 $
 (0.04
 )

 $
 (23,550
 )

 $
 (0.71
 )

 Item 2.02 Form 8-K dated December 16, 2025
 Duluth Holdings Inc. Announces Third Quarter 2025 Financial Results Duluth Holdings Inc. Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss)
and Adjusted Net Income (Loss) to Adjusted EPS, page 9

 2.
 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.
 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 tax item is meaningful because it allows investors to evaluate the Company’s core results on a basis
consistent with prior periods and provides better visibility into the underlying tax rate associated with normalized operations. As noted above, the
“tax valuation allowance” is not a normal operating expense, but rather an allowance we have recognized on an infrequent basis. Accordingly, under Question 100.01 of the Non-GAAP Financial Measures
Compliance & Disclosure Interpretations, we do not view the adjustment as misleading.

 We also view the “tax valuation allowance” adjustment as consistent with Question 102.11 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations because the adjustment does not impact taxes paid in cash.
 Notwithstanding the foregoing, to further simplify our non-GAAP presentation and enhance consistency with the
Staff’s guidance, we will exclude the ‘tax valuation allowance’ as an adjustment in our Adjusted Net Income reconciliation in future filings and press releases.
 The Company acknowledges that it is responsible for the accuracy and adequacy of its disclosures. We believe these responses address the Staff’s
comments. Please contact the undersigned at with any further questions. Sincerely,
 /s/ Heena K. Agrawal Heena K. Agrawal
 Senior Vice President and Chief Financial Officer, Duluth Holdings, Inc.

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<TEXT>
 January 21, 2026

Heena K. Agrawal
Senior Vice President and Chief Financial Officer
Duluth Holdings, Inc.
201 East Front Street
Mount Horeb, WI 53572

 Re: Duluth Holdings, Inc.
 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
 File No. 001-37641
Dear Heena K. Agrawal:

 We have reviewed your filings and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Annual Report to Security Holders for Fiscal Year Ended February 2, 2025
2024 Performance Review
Financial Results

1. 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.
Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) and Adjusted
Net Income
(Loss) to Adjusted EPS, page 9

2. 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
 January 21, 2026
Page 2

 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.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

 Please contact Valeria Franks at 202-551-7705 or Angela Lumley at
202-551-3398 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
January 29, 2024
Michael Murphy
Vice President and Interim Chief Financial Officer
Duluth Holdings, Inc.
201 East Front Street
Mount Horeb, WI 53572
Re:Duluth Holdings, Inc.
Form 10-K for the Fiscal Year Ended January 29, 2023
File No. 001-37641
Dear Michael Murphy:
            We have completed our review of your filings. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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CORRESP

 January 23, 2024

 U.S.
Securities and Exchange Commission Division of Corporation Finance

 Office of Trade and Services

100 F. Street, N.E.

 Washington, D.C. 20549

Re:
 Duluth Holdings, Inc.

Form 10-K for Fiscal Year Ended January 29, 2023

Item 2.02 Form 8-K filed November 30, 2023

File No. 001-37641

 Ladies and
Gentlemen:

 On behalf of Duluth Holdings, Inc., we are providing the following response to the comment set forth in the comment letter
from the Staff of the Securities and Exchange Commission (the “Staff”) to Michael Murphy, dated January 17, 2024. For your convenience, we have recited the comment from the staff in bold type and have followed it with the
Company’s response thereto.

 Item 2.02 Form 8-K filed November 30, 2023

Exhibit 99.1

 Summary of the Third Quarter Ended
October 29, 2023, page 1

1.
 In your press release, you disclose the Non-GAAP measures, Adjusted
EBITDA and Free Cash Flow. Please disclose the most comparable GAAP measures, Net Loss and Net Cash Used in Operating Activities, with equal or greater prominence. Refer to the guidance in Item 10(e)(1)(i)(A) of Regulation S-K, Regulation G, and Question 102.10(a) of our Compliance and Disclosure Interpretation on Non-GAAP Financial Measures.

Response

 We respectfully acknowledge the Staff’s
comment and we advise that in future filings or press releases that contain non-GAAP measures, including current reports on Form 8-K filed with or furnished to the
Commission, we will include the most comparable GAAP measures with equal or greater prominence.

 Please do not hesitate to call me at (608) 286-2371 with any questions or further comments you may have regarding this filing or if you wish to discuss the above response.

Sincerely,

/s/ Michael Murphy

Michael Murphy

Vice President, Chief Accounting Officer and Interim Chief Financial Officer

 201 EAST FRONT ST. MT. HOREB WI 53572.
608-424-1544. DULUTHTRADING.COM

United States securities and exchange commission logo
January 17, 2024
Michael Murphy
Vice President and Interim Chief Financial Officer
Duluth Holdings, Inc.
201 East Front Street
Mount Horeb, WI 53572
Re:Duluth Holdings, Inc.
Form 10-K for the Fiscal Year Ended January 29, 2023
Item 2.02 Form 8-K filed November 30, 2023
File No. 001-37641
Dear Michael Murphy:
            We have reviewed your filings and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Item 2.02 Form 8-K filed November 30, 2023
Exhibit 99.1
Summary of the Third Quarter Ended October 29, 2023, page 1
1.In your press release, you disclose the Non-GAAP measures, Adjusted EBITDA and Free
Cash Flow. Please disclose the most comparable GAAP measures, Net Loss and Net Cash
Used in Operating Activities, with equal or greater prominence. Refer to the guidance in
Item 10(e)(1)(i)(A) of Regulation S-K, Regulation G, and Question 102.10(a) of our
Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameMichael Murphy
 Comapany NameDuluth Holdings, Inc.
 January 17, 2024 Page 2
 FirstName LastName
Michael Murphy
Duluth Holdings, Inc.
January 17, 2024
Page 2
            Please contact Blaise Rhodes at 202-551-3774 or Keira Nakada at 202-551-3659 if you
have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3561
January 4, 2017

Via Email
Mr. Mark M. DeOrio
Senior Vice President and Chief Financial Officer
Duluth Holdings Inc.
170 Countryside Drive
P.O. Box 409
Belleville, Wisconsin 53508

Re: Duluth Holdings Inc.
Form 10 -K for Fiscal Year Ended January 31, 2016
Filed April 8, 2016
File No. 1-37641

Dear Mr. DeOrio :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Rufus Decker

Rufus Decker
Accounting Branch Chief
Office of Beverages, Apparel and
Mining

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833 EAST MICHIGAN STREET

SUITE 1800

MILWAUKEE, WISCONSIN 53202-5615

Tel 414-273-3500    Fax 414-273-5198

www.GKLAW.COM

Direct:  414-287-9258

dconnoll@gklaw.com

December 22, 2016

VIA EDGAR

Rufus Decker

Accounting Branch Chief

Office of Beverages, Apparel and Mining

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:

Duluth Holdings Inc.

Form 10-K for Fiscal Year Ended January 31, 2016

Filed April 8, 2016

File No. 1-37641

Ladies and Gentlemen:

We are submitting this letter on behalf of Duluth Holdings Inc. (the “Company”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received in a letter dated December 13, 2016 relating to the Company's Form 10-K for the fiscal year ended January 31, 2016, as filed with the Commission on April 8, 2016 (the “Form 10-K”).

●

 Form 10-K for Fiscal Year Ended January 31, 2016

●

 Consolidated Financial Statements

Note 7. Segment Reporting, page 62

 1.

 Staff Comment:  On page 8, you discuss your product assortment.  Please disclose in a footnote your revenues from external customers by product for each period presented as required by ASC 280-10-50-40

 Response:  ASC 280-10-50-40 states, “a public entity shall report the revenues from external customers for each product and service or each group of similar products and services unless it is impracticable to do so.  The amounts of revenues reported shall be based on financial information used to produce the public entity’s general-purpose financial statements.  If providing the information is impracticable, the fact shall be disclosed.”

 In preparing the Form 10-K, the Company took into consideration ASC 280-10-50-40 and concluded that it was impractical to provide this information based on the financial information used to produce its general purpose financial statements. Specifically, the Company’s general ledger system (the “GL”) used to prepare the financial statements does not track revenues at a product level.  The Company does track revenues at the product level through its management reporting system (“MRS”), which operates separately from the Company’s GL system.  However, the MRS does not provide information that would be in conformity with U.S. GAAP.  Tracking revenues at the product level would require

OFFICES IN MILWAUKEE, MADISON, WAUKESHA, GREEN BAY AND APPLETON, WISCONSIN AND WASHINGTON, D.C.

GODFREY & KAHN S.C., IS A MEMBER OF TERRALEX®, A WORLDWIDE NETWORK OF INDEPENDENT LAW FIRMS.

Securities and Exchange Commission

December 22, 2016

Page 2

implementation of complex GL system enhancements, which the Company believes would be costly and time-consuming, and would only provide information of marginal use to users of its financial statements commensurate with such costs. Further, attributes such as shipping revenue, returns reserve and deferred revenue are not applied at the product level by either the GL or the MRS, but instead are recorded in the GL in the aggregate.

The Company acknowledges the Staff’s comment and will disclose in future filings that it is impracticable to provide revenue information by product category due to system limitations.

********

Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (414) 287-9258.

 Very truly yours,

GODFREY & KAHN, S.C.

/s/ Dennis F. Connolly

Dennis F. Connolly

Mail Stop 3561
December 13 , 2016

Via Email
Mr. Mark M. DeOrio
Senior  Vice President and Chief Financial Officer
Duluth Holdings Inc .
170 Countryside Drive
P.O. Box 409
Belleville, Wisconsin 53508

Re: Duluth Holdings Inc.
 Form 10-K for Fiscal  Year Ended January 31, 2016
Filed April 8, 2016
File No. 1 -37641

Dear Mr. DeOrio :

We have reviewed your filing an d have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment  applies to your facts and circumstances , please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.

Form 10 -K for Fiscal Year Ended January 31, 2016

Consolidated Financial Statements
Note  7. Segment Reporting, page 62

1. On page 8, you discuss your product assortment.  Please disclose in a footnote your
revenues from external customers by product for each period presented as required by
ASC 280 -10-50-40.

Mr. Mark M. DeOrio
Duluth Holdings  Inc.
December 13 , 2016
Page 2

 We remind you that the company and i ts management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or a bsence of
action by the staff.

You may contact Linda Cvrkel at (202) 551 -3813 or me at (202) 551 -3769 with any
questions.

Sincerely,

 /s/ Rufus Decker

Rufus Decker
Accounting Branch Chief
Office of Beverages, Apparel and
Mining

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Duluth Holdings Inc.

170 Countryside Drive

Belleville, Wisconsin 53508-0409

November 17, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

Attention: John Reynolds

RE:

Duluth Holdings Inc. – Request for Acceleration of Effectiveness

Registration Statement on Form S-1

File No. 333-207300

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C under the Securities Act of 1933, as amended, the undersigned, on behalf of Duluth Holdings Inc. (the “Company”), hereby requests acceleration of the effectiveness of the above-referenced Registration Statement to 4:00 p.m., Washington, D.C. time, on November 19, 2015, or as soon thereafter as is practicable.

In requesting acceleration as described above, the undersigned, on behalf of the Company, acknowledges the following:

1.

Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

2.

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3.

The Company may not assert staff comments and the declaration of effectiveness as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We ask that you please contact the Company’s outside counsel, Dennis Connolly of Godfrey & Kahn, S.C., at (414) 287-9258, to inform him as soon as possible after the above-referenced Registration Statement has been declared effective.

[Signature page follows]

Securities and Exchange Commission

November 17, 2015

Page 2

Very truly yours,

DULUTH HOLDINGS INC.

 /s/ Mark M. DeOrio

Mark M. DeOrio

Senior Vice President and Chief Financial Officer

[Signature page to Company Acceleration Request Letter]

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CORRESP

 780 NORTH WATER STREET

MILWAUKEE, WISCONSIN 53202-3590

 TEL • 414.273.3500 FAX • 414.273.5198

 www • GKLAW.COM

November 9, 2015

 VIA EDGAR

John Reynolds

 Assistant Director

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, DC 20549

RE:
Duluth Holdings Inc.

Registration Statement on Form S-1

File No. 333-207300

 Ladies and Gentlemen:

On behalf of Duluth Holdings Inc. (the “Company”), we submit this letter to provide information requested by the staff of the
Securities and Exchange Commission (the “Staff”) in connection with its review of the Company’s Registration Statement on Form S-1 (Registration No. 333-207300) initially filed with the
Commission on October 6, 2015 (the “Registration Statement”), as amended by Amendment No. 1 to the Registration Statement filed with the Commission on October 13, 2015.

The Staff requested the Company update its Use of Proceeds sections on page 36 of the Registration Statement to provide greater detail of the
contingencies and alternatives to the Company’s use of proceeds based upon such contingencies and/or alternatives. The Company provided the Staff with draft language of its Use of Proceeds section to review, which is attached hereto as
Exhibit A.

 ********

Should the staff have additional questions regarding the foregoing, please do not hesitate to contact the undersigned at (414) 287-9258.

 OFFICES IN MILWAUKEE,
MADISON, WAUKESHA, GREEN BAY AND APPLETON, WISCONSIN AND WASHINGTON, D.C.

 GODFREY & KAHN, S.C. IS A MEMBER OF TERRALEX,® A WORLDWIDE NETWORK OF INDEPENDENT LAW FIRMS.

 Securities and Exchange Commission

November 9, 2015

 Page 2

 Very truly yours,

GODFREY & KAHN, S.C.

/s/ Dennis F. Connolly

Dennis F. Connolly

 Securities and Exchange Commission

November 9, 2015

 Page 3

 Exhibit A

Mail Stop 3561
October 5 , 2015

Via E -mail
Stephanie L. Pugliese
President and Chief Executive Officer
Duluth Holdings  Inc.
P.O. Box 409, 170 Countryside Drive
Belleville, Wisconsin  53508 -0409

Re: Duluth Holdings  Inc.
Amendment No. 1 to Draft Registration Statement on Form S -1
Submitted July 24, 2015
  CIK No. 0001649744

Dear Ms.  Pugliese :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft  registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewin g the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.
Use of Proceeds, page 36
1. We note that proceeds may be used to repay borrowings under the revolving line of credit
used to fund the final distribution.  Please revise once known to quantify the amount that
may be repaid from proceeds.

2. We reissue prior comment 6.  We note that you continue to retain broad discretion
regarding the use of proceeds.  Please discuss in greater detail the specific contingencies
and the alternatives to such use of proceeds based upon those contingencies.  See
Instruction 7 to Item 504 of Regulation S -K.

Stephanie L. Pugliese
Duluth Holdings  Inc.
October 5 , 2015
Page 2

 Description of Capital Stock, page 90

3. Refer to prior comment 11. You state in your response that you intend to effect the stock
split at or prior to the “date of the preliminary prospectus.”  Please clarify what you
mean, e.g., effective date of the Form S -1, closing date of the offering, etc.
Consolidated Balance Sheets, page F -3

4. Refer to prior comment 12.   Please explain to us the basis for your apparent conclusion
that IRS guidance is to be followed rather than the applicable S -X guidance in the pro
forma financial statement presentation of the effect of conversion to a “C” corporation.   It
appears to us that Regulation S -X should be the applicable guidance to be followed.

You may contact  Joanna Lam , Staff Accountant, at (202) 551 -3476  or Tia Jenkins, Senior
Assistant Chief Accountant , at (202) 551 -3871 if you have questions regarding comments on the
financial s tatements and related matters.  Please contact Ruairi Regan at (202) 551 -3269 or
Pamela Howell, Special Counsel,  at (202) 551 -3357 with any other questions.

     Sincerely,

     /s/ Pamela Howell
     for

     John Reynolds
Assistant Director
Office of Beverages,
Apparel, and Mining

cc:  Dennis F. Connolly, Esq.
       Godfrey & Kahn, S.C.

Mail Stop 3561
September 3 , 2015

Via E -mail
Stephanie L. Pugliese
President and Chief Executive Officer
Duluth Holdings  Inc.
343 Oyster Point Blvd., Suite 100
South San Francisco, CA 94080

Re: Duluth Holdings  Inc.
Draft Registration Statement on Form S -1
Submitted July 24, 2015
  CIK No. 1501989

Dear Ms.  Pugliese :

We have reviewed your draft registration statement  and have the following comments.  In
some  of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly fil ing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in respon se to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.
General
1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Secu rities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.
Cover page
2. We note the extensive textual paragraphs contained in the artwork on the inside cover
page of the prospectus.  Text in this context should only be used to the extent necessary

Stephanie L. Pugliese
Duluth Holdings  Inc.
September 3 , 2015
Page 2

 to explain the visuals in the artwork.  Please revise.  For guidance, refer to Q uestion
101.02 of the Securities Act Forms Compliance and Disclosure Interpretations.
Industry and Market Data
3. We note your statement that the information could prove to be inaccurate and the
qualifying language in the last two sentences.  Please remove su ch statements, as they
imply that you are not responsible for the accuracy of the information you elect to include
in your prospectus.  In addition, please add a sentence confirming that the company is
responsible for all of the disclosure in the prospectu s.
4. Please clarify whether the industry data used in the prospectus was commissioned by you
for use in connection with the registration statement.  We note the statement that data was
prepared for you by IRI. To the extent it was commissioned by you for use  in connection
with the registration statement please provide appropriate consents as required by Section
7(a)(1)  of the Securities Act.
Use of Proceeds, page 51
5. Please clarify the proceeds you plan to use for your business plans as discussed on page
45 an d elsewhere in your prospectus  and further specify the amount of proceeds that are
allocated to each use.
6. We note the broad discretion to change the use of proceeds  in the futur e as discussed in
this section.  Please revise to cl early address  the relate d contingencies and alternatives .
See Instruction 7 to Item 504 of Regulation S -K.
Management’s Discussio n and Anal ysis…,  page 44
7. Please provide a discussion of your liquidity that addresses your liquidity requirements,
in quantified terms, on both a short -term (12 months) and long -term basis , given your
business plans .  Your discussion should disclose the funds necessary to achieve your
business plans  given the timing of such plans .  We note the disclosure in the last
paragraph on page 18 that it take s a significant amount of cash to open a new retail store
and your disclosure on page 45 regarding opening up to seven additional stores.  Refer to
Instruction 5 of Item 303(a) of Regulation S -K and footnote 43 in Securities Act Release
No. 33 -8350 for gui dance.  We also note your cash position as disclosed on your May 3,
2015 balance sheet .
Certain Relationships and Related Party Transactions, page 85
8. Please disclose for each lease agreement the aggregate amount of all periodic payments
or installments due  on or after the beginning of the registrant's last fiscal year.  See
Instruction 3(a) to Item 404(a) of Regulation S -K.

Stephanie L. Pugliese
Duluth Holdings  Inc.
September 3 , 2015
Page 3

 Principal Stockholders, page 88
9. Please include the shares held in the Descendant’s Trust in the beneficial ownership of
Mr. Schlecht or  advise .
10. We note your disclosure in this section is provided as of May 3, 2015.  Please provide
this disclosure as of the most recent practicable date.  Update disclosure throughout the
prospectus as needed, such as the employees discussion on page 71.
Description of Capital Stock, page 90
11. You disclose that you plan to implement a stock split of your Class A and Class B
common stock that will occur prior to the completion of this offering.  Please tell us the
exact timing of this stock split (e.g., at or pr ior to the effective date, at the closing of the
offering, etc.) and how you plan to reflect it in the historical financial statements or pro
forma financial information included in the registration statements. Please note that
generally you may give retro active effect to the stock split in the historical financial
statements and other financial data if the split occurs at or prior to the effective date of
the offering.  If the stock split occurs after the effective date, you may only reflect it in
pro form a information.

Financial Statements
Consolidated Balance Sheets, page F -3
12. Please tell us whether you plan to provide a pro forma equity balance of zero on the face
of the balance sheet giving effect to the conversion from an “S” corporation to a “C”
corporation.  Significant equity transactions involving related parties or that will reduce
one or more of the equity balances are typically given pro forma effect on the face of the
historical financial statements.

Note B – Summary of Significant Accounting Policies, page F -11
12. Revenue Recognition, page F -13

13. Please tell us how you determine that sales have been received by customers for direct
sales.

Note C – Lines of Credit, page F -16

14. We note you present “Pending Line of Credit Draw” and “Long -Term Line of Credit ” in
the amount s of $4,056,611 and $1,963,145 respectively at May 3, 2015. Please explain
the basis for these classifications.

Stephanie L. Pugliese
Duluth Holdings  Inc.
September 3 , 2015
Page 4

 Note M – Variable Interest Entities, page F -24

15. Provide us with an analysis of the variable and voting interest consolidation models in
ASC 810 and the facts and circumstances that support the present accounting treatment
including the May 21, 2014 transactions with the two Schlecht entities and the
deconsolidation of Schlecht Enterprises LLC.  Explain also why you do not consolidate
Schlecht Port Washington LLC. Please be detailed in your r esponse and support your
conclusions with the appropriate accounting guidance.
Undertakings, page II -2
16. Please include the undertakings required by Items 512(a)(5)(ii) and (a)(6) of Regulation
S-K.

You may contact  Joanna Lam , Staff Accountant, at (202) 551 -3476  or Tia Jenkins, Senior
Assistant Chief Accountant , at (202) 551 -3871 if you have questions regarding comments on the
financial s tatements and related matters.  Please contact Ruairi Regan at (202) 551 -3269 or
Pamela Howell, Special Counsel,  at (202) 551-3357 with any other questions.

     Sincerely,

     /s/ Pamela Howell
     for

     John Reynolds
Assistant Director
Office of Beverages,
Apparel, and Mining

cc:  Dennis F. Connolly, Esq.
       Godfrey & Kahn, S.C.