DLTH Duluth Holdings Inc

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “ large accelerated filer, ” “ accelerated filer ” and “ smaller reporting company ” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   o           Accelerated filer   ý           Non-accelerated filer   o           Smaller reporting company  o

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Duluth Holdings Inc. (the “ Registrant ” ) is filing this Registration Statement with the Securities and Exchange Commission (the “ SEC ” ) to register 404,697 additional shares of Class B common stock under the Registrant ’ s 2015 Equity Incentive Plan (the “ 2015 Plan ” ), pursuant to the provisions of the 2015 Plan providing for an automatic increase in the number of shares reserved for issuance under the 2015 Plan. This Registration Statement hereby incorporates by reference the contents of the Registrant's registration statement on Form S-8 filed with the SEC on November 24, 2015 (Registration No. 333-208185) and on February 16, 2016 (Registration No. 333-209540).

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