RCKY / Rocky Brands, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exact

Rocky Brands, Inc. Announces Second Quarter 2025 Results Net Sales Increased 7.5% to $105.6 Million Income from Operations Increased 58.7% to $7.2 Million Net Income Increased to $3.6 Million or $0.48 Per Diluted Share, compared to Net Loss of $1.2 M

Exhibit 99 Rocky Brands, Inc. Announces Second Quarter 2025 Results Net Sales Increased 7.5% to $105.6 Million Income from Operations Increased 58.7% to $7.2 Million Net Income Increased to $3.6 Million or $0.48 Per Diluted Share, compared to Net Loss of $1.2 Million or $0.17 Per Diluted Share Adjusted Net Income Increased to $4.1 Million or $0.55 Per Diluted Share, compared to Adjusted Net Income

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 ROCKY BRANDS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2025 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exact

Rocky Brands, Inc. Announces First Quarter 2025 Results Net Sales Increased 1.1% to $114.1 Million Income from Operations Increased 8.8% to $8.7 Million Net Income Increased 88.5% to $4.9 Million or $0.66 Per Diluted Share Total Debt Decreased 17.5%

Exhibit 99 Rocky Brands, Inc. Announces First Quarter 2025 Results Net Sales Increased 1.1% to $114.1 Million Income from Operations Increased 8.8% to $8.7 Million Net Income Increased 88.5% to $4.9 Million or $0.66 Per Diluted Share Total Debt Decreased 17.5% Year-Over-Year NELSONVILLE, Ohio, April 29, 2025 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its first quarte

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

Power of Attorney.

Exhibit 24 POWER OF ATTORNEY  Each director and officer of Rocky Brands, Inc., an Ohio corporation (the “Company”), whose signature appears below hereby appoints Jason Brooks and Curtis A. Loveland, or either of them, as his attorney-in-fact, to sign, in his name and behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission, the Compan

Rocky Brands, Inc. Securities Law Compliance Program

Exhibit 19 Rocky Brands, Inc. SECURITIES LAW COMPLIANCE PROGRAM Rocky Brands, Inc. (together with its subsidiaries, the “Company”) is committed to promoting honest and ethical business conduct and compliance with laws, rules and regulations. As part of this commitment, our Board of Directors has adopted this Securities Law Compliance Program. The Board of Directors believes that a strong complianc

Rocky Brands, Inc. Restricted Stock Unit Agreement

Exhibit 10.9 No. 24-RSU-20- Rocky Brands, Inc. Restricted Stock Unit Agreement This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of (the “Grant Date”) by and between Rocky Brands, Inc., an Ohio corporation (the “Company”) and (the “Grantee”). WHEREAS, the Company has adopted the 2024 Omnibus Incentive Plan (the “Plan”) pursuant to which awards of Restricted Stock

Subsidiaries of the Company.

Exhibit 21 Subsidiaries of Rocky Brands, Inc. as of March 17, 2025 Five Star Enterprises Ltd., a Cayman Islands corporation Lifestyle Footwear, Inc., a Delaware corporation Rocky Brands Canada, Inc., a Nova Scotia corporation Rocky Brands US, LLC, a Delaware limited liability company Rocky Brands International, LLC an Ohio limited liability company Lehigh Outfitters, LLC, a Delaware limited liabil

Rocky Brands, Inc. PSU Agreement

Exhibit 10.8 No. 24-PSU-20- Rocky Brands, Inc. PSU Agreement This PSU Agreement (this “Agreement”) is made and entered into as of (the “Grant Date”) by and between Rocky Brands, Inc., an Ohio corporation (the “Company”) and (the “Grantee”). WHEREAS, the Company has adopted the 2024 Omnibus Incentive Plan (the “Plan”) pursuant to which PSUs may be granted; and WHEREAS, the Committee has determined

ROCKY BRANDS, INC. INCENTIVE STOCK OPTION AGREEMENT UNDER THE 2024 OMNIBUS INCENTIVE PLAN

Exhibit 10.10 No. 24-ISO-20- ROCKY BRANDS, INC. INCENTIVE STOCK OPTION AGREEMENT UNDER THE 2024 OMNIBUS INCENTIVE PLAN Rocky Brands, Inc. (the “Company”) hereby grants, effective this day of , (the “Effective Date”) to (the “Optionee”) an Option to purchase shares of its common stock, without par value (the “Option Shares”), at a price of $ per share pursuant to the Company’s 2014 Omnibus Incentiv

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exact name

Rocky Brands, Inc. Announces Fourth Quarter and Full Year 2024 Results Fourth Quarter Sales Increased 1.7% to $128.1 Million Fourth Quarter Gross Margin Increased 120 Basis Points to 41.5% 2024 Year-End Total Debt Decreased 25.7% Board of Directors A

Exhibit 99 Rocky Brands, Inc. Announces Fourth Quarter and Full Year 2024 Results Fourth Quarter Sales Increased 1.7% to $128.1 Million Fourth Quarter Gross Margin Increased 120 Basis Points to 41.5% 2024 Year-End Total Debt Decreased 25.7% Board of Directors Authorizes New Share Repurchase Program NELSONVILLE, Ohio, February 25, 2025 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial r

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2025 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (E

Rocky Brands, Inc. Announces Third Quarter 2024 Results

Exhibit 99 Rocky Brands, Inc. Announces Third Quarter 2024 Results NELSONVILLE, Ohio, October 30, 2024 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its third quarter ended September 30, 2024. Third Quarter 2024 Overview ● Net sales decreased 8.8% to $114.6 million versus the year-ago quarter, or 2.4%, excluding certain non-recurring sales from the year-ago quarter ● Gr

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exact

Rocky Brands, Inc. Announces Second Quarter 2024 Results Net Sales of $98.3 Million; Net Loss Per Share of $0.17; Adjusted Net Income Per Share of $0.17 Inventories Decreased 20.0% and Total Debt Decreased 31.3% Year-Over-Year

Exhibit 99 Rocky Brands, Inc. Announces Second Quarter 2024 Results Net Sales of $98.3 Million; Net Loss Per Share of $0.17; Adjusted Net Income Per Share of $0.17 Inventories Decreased 20.0% and Total Debt Decreased 31.3% Year-Over-Year NELSONVILLE, Ohio, July 30, 2024 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its second quarter ended June 30, 2024. Second Quarter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2024 ROCKY BRANDS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2024 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Numbe

As filed with the Securities and Exchange Commission on June 26, 2024

As filed with the Securities and Exchange Commission on June 26, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Rocky Brands, Inc.

Power of Attorney.

Exhibit 24 POWER OF ATTORNEY Each of the undersigned officers and directors of Rocky Brands, Inc.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

Amended and Restated ABL Loan and Security Agreement, dated April 26, 2024, between the Company and Bank of America, N.A. as Agent, Sole Arranger and Sole Bookrunner and the other lenders party thereto.

Exhibit 10.1 Execution Version AMENDED AND RESTATED ABL LOAN AND SECURITY AGREEMENT Dated as of April 26, 2024 ROCKY BRANDS, INC., as Parent and as Borrower Agent THE OTHER OBLIGORS PARTY HERETO as Borrowers or Guarantors BANK OF AMERICA, N.A., as Agent BANK OF AMERICA, N.A., as Sole Lead Arranger and Sole Bookrunner TABLE OF CONTENTS Page SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION 1 1.1. Defin

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2024 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Numb

Rocky Brands, Inc. Announces First Quarter 2024 Results Net Sales Increased 2.2% to $112.9 Million Operating Income Increased 92% to $8.0 Million Inventories Down 26% Year-over-Year to $165.1 Million

Exhibit 99 Rocky Brands, Inc. Announces First Quarter 2024 Results Net Sales Increased 2.2% to $112.9 Million Operating Income Increased 92% to $8.0 Million Inventories Down 26% Year-over-Year to $165.1 Million NELSONVILLE, Ohio, April 30, 2024 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its first quarter ended March 31, 2024. First Quarter 2024 Overview ● Net sales i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exact name

Schedule of directors and executive officers who have entered into the form of Indemnification Agreement

Exhibit 10.02 Schedule of Directors and Executive Officers who have entered into the form of Indemnification Agreement Curtis A. Loveland Michael L. Finn Robyn R. Hahn G. Courtney Haning William L. Jordan Robert B. Moore, Jr. Dwight E. Smith Tracie A. Winbigler Jason S. Brooks Thomas D. Robertson Byron D. Wortham

Rocky Brands, Inc. Clawback Policy

Exhibit 97 ROCKY BRANDS, INC. CLAWBACK POLICY Amended and Restated Effective October 31, 2023 Introduction The Board of Directors (the “Board”) of Rocky Brands, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensa

Subsidiaries of the Company.

Exhibit 21 Subsidiaries of Rocky Brands, Inc. as of March 15, 2024 Five Star Enterprises Ltd., a Cayman Islands corporation Lifestyle Footwear, Inc., a Delaware corporation Rocky Brands Canada, Inc., a Nova Scotia corporation Rocky Brands US, LLC, a Delaware limited liability company Rocky Brands International, LLC an Ohio limited liability company Lehigh Outfitters, LLC, a Delaware limited liabil

Power of Attorney.

Exhibit 24 POWER OF ATTORNEY  Each director and officer of Rocky Brands, Inc., an Ohio corporation (the “Company”), whose signature appears below hereby appoints Jason Brooks and Curtis A. Loveland, or either of them, as his attorney-in-fact, to sign, in his name and behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission, the Compan

Rocky Brands, Inc. Announces Fourth Quarter and Full Year 2023 Results 2023 Year-end Inventories down $66.2 Million or 28.1% and Debt Levels down $83.8 Million or 32.6%

Exhibit 99 Rocky Brands, Inc. Announces Fourth Quarter and Full Year 2023 Results 2023 Year-end Inventories down $66.2 Million or 28.1% and Debt Levels down $83.8 Million or 32.6% NELSONVILLE, Ohio, February 28, 2024 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its fourth quarter and year ended December 31, 2023. Fourth Quarter 2023 Overview ● Net sales decreased 9.3%

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File N

RCKY / Rocky Brands, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv01840-rockybrandsinc.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Rocky Brands Inc Title of Class of Securities: Common Stock CUSIP Number: 774515100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which

RCKY / Rocky Brands, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 15 )* Rocky Brands Inc (Name of Issuer) Common Stock (Title of Class of Securities) 774515100 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2024 ROCKY BRANDS, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2024 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Nu

Letter to the Securities and Exchange Commission, dated January 10, 2024, from Schneider Downs & Co., Inc.

Exhibit 16.1 January 10, 2024 Securities and Exchange Commission 100 F Street, N.E Washington, DC 20549 Commissioners: We have read the statements made by Rocky Brands, Inc. in Item 4.01 of its Form 8-K on January 10, 2024 and agree with the statements made concerning our Firm contained therein. We have no basis to agree or disagree with other statements of the registrant contained therein. Very t

December 12, 2023

39 East Canal Street, Nelsonville, Ohio 45764 Phone: 740-753-1951 • Fax: 740-753-4024 December 12, 2023 VIA EDGAR Division of Corporation Finance U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2023 ROCKY BRANDS, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2023 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (E

Fifth Amendment to ABL and Security Agreement, dated October 31, 2023, between the Company, Bank of America, N.A. and the other lenders party thereto.

Exhibit 10.1 FIFTH AMENDMENT TO ABL LOAN AND SECURITY AGREEMENT THIS FIFTH AMENDMENT TO ABL LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of October 31, 2023, by and among ROCKY BRANDS, INC., an Ohio corporation (“Parent”), LIFESTYLE FOOTWEAR, INC., a Delaware corporation (“Lifestyle”), ROCKY BRANDS US, LLC, a Delaware limited liability company (“Rocky US”), LEHIGH OUTFITTERS, LLC, a De

Rocky Brands, Inc. Announces Third Quarter 2023 Results

Exhibit 99 Rocky Brands, Inc. Announces Third Quarter 2023 Results NELSONVILLE, Ohio, November 1, 2023 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its third quarter ended September 30, 2023. Third Quarter 2023 Overview ● Net sales were $125.6 million, a decrease of 14.8% (or 12.7% on an adjusted basis) ● Wholesale segment sales decreased 17.4% (or 14.9% on an adjusted

Sixth Amendment to Term Loan and Security Agreement, dated October 31, 2023, between the Company, TCW Asset Management Company, LLC and the other lenders party thereto incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated October 31, 2023 and filed on November 1, 2023).

Exhibit 10.2 SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Agreement"), dated as of October 31, 2023 by and among ROCKY BRANDS, INC., an Ohio corporation ("Parent"), LIFESTYLE FOOTWEAR, INC., a Delaware corporation ("Lifestyle"), ROCKY BRANDS US, LLC, a Delaware limited liability company ("Rocky US"), LEHIGH OUTFITTERS, LLC, a Delaware li

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2023 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Nu

September 28, 2023

September 28, 2023 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Rocky Brands, Inc. Definitive Proxy Statement on Schedule 14A Filed April 28, 2023 File No. 001-34382 Ladies and Gentlemen: Set forth below is the response of Rocky Brands, Inc., an Ohio corporation (the “Company” or “we” or “our”), to the comments of the Staff of th

Rocky Brands, Inc. Announces Departure of Chief Financial Officer

Exhibit 99. Rocky Brands, Inc. Announces Departure of Chief Financial Officer NELSONVILLE, Ohio, September 12, 2023 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced that Senior Vice President, Chief Financial Officer and Treasurer Sarah O’Connor has resigned from her position with the Company effective immediately. Her resignation is the not the result of any dispute or disagreement with Rocky

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2023 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File

Fifth Amendment to Term Loan and Security Agreement, dated May 10, 2023, between the Company, TCW Asset Management Company, LLC and the other lenders party thereto (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023).

Exhibit 10.3 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Agreement"), is made effective as of May 10, 2023 by and among ROCKY BRANDS, INC., an Ohio corporation ("Parent"), LIFESTYLE FOOTWEAR, INC., a Delaware corporation ("Lifestyle"), ROCKY BRANDS US, LLC, a Delaware limited liability company ("Rocky US"), LEHIGH OUTFITTERS, LLC, a Del

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exact

Rocky Brands, Inc. Announces Second Quarter 2023 Results

Exhibit 99 Rocky Brands, Inc. Announces Second Quarter 2023 Results NELSONVILLE, Ohio, August 1, 2023 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its second quarter ended June 30, 2023. Second Quarter 2023 Overview ● Net sales decreased 38.4% to $99.8 million, or $101.4 million on an adjusted basis ● Wholesale segment sales decreased 45.5% ● Retail segment revenue dec

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2023 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Numb

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File

Fourth Amendment to ABL Loan and Security Agreement, dated May 19, 2023, between the Company, Bank of America, N.A. and the other lenders party thereto.

Exhibit 10.1 FOURTH AMENDMENT TO ABL LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO ABL LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of May 19, 2023, by and among ROCKY BRANDS, INC., an Ohio corporation (“Parent”), LIFESTYLE FOOTWEAR, INC., a Delaware corporation (“Lifestyle”), ROCKY BRANDS US, LLC, a Delaware limited liability company (“Rocky US”), LEHIGH OUTFITTERS, LLC, a Dela

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2023 ROCKY BRANDS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2023 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 ROCKY BRANDS, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Number)

Fourth Amendment to Term Loan and Security Agreement, dated May 9, 2023, between the Company, TCW Asset Management Company LLC and the other lenders party thereto.

Exhibit 10.1 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Agreement"), dated as of May 9, 2023 by and among ROCKY BRANDS, INC., an Ohio corporation ("Parent"), LIFESTYLE FOOTWEAR, INC., a Delaware corporation ("Lifestyle"), ROCKY BRANDS US, LLC, a Delaware limited liability company ("Rocky US"), LEHIGH OUTFITTERS, LLC, a Delaware limit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 ROCKY BRANDS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Numb

Rocky Brands, Inc. Announces First Quarter 2023 Results

Exhibit 99 Rocky Brands, Inc. Announces First Quarter 2023 Results NELSONVILLE, Ohio, May 2, 2023 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its first quarter ended March 31, 2023. First Quarter 2023 Overview ● Net sales decreased 33.9% to $110.4 million ● Wholesale segment sales decreased 40.2% ● Retail segment revenue increased 3.1% ● Gross margin increased 200 bas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

Subsidiaries of the Company.

Exhibit 21 Subsidiaries of Rocky Brands, Inc. as of March 10, 2023 Five Star Enterprises Ltd., a Cayman Islands corporation Lifestyle Footwear, Inc., a Delaware corporation Rocky Brands Canada, Inc., a Nova Scotia corporation Rocky Brands US, LLC, a Delaware limited liability company Rocky Brands International, LLC an Ohio limited liability company Lehigh Outfitters, LLC, a Delaware limited liabil

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exact name

Power of Attorney.

 Exhibit 24 POWER OF ATTORNEY  Each director and officer of Rocky Brands, Inc., an Ohio corporation (the “Company”), whose signature appears below hereby appoints Jason Brooks and Curtis A. Loveland, or either of them, as his attorney-in-fact, to sign, in his name and behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission, the Comp

Schedule of directors and executive officers who have entered into the form of Indemnification Agreement.

Exhibit 10.02 Schedule of Indemnification Agreements Mike Brooks  Jason S. Brooks  Michael L. Finn Robyn R. Hahn  G. Courtney Haning  William L. Jordan  Curtis A. Loveland  Robert B. Moore, Jr.  Dwight E. Smith  Tracie Winbigler  Thomas D. Robertson  Richards Simms David Dixon Byron Wortham    

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 ROCKY BRANDS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File N

Rocky Brands, Inc. Announces Fourth Quarter and Full Year 2022 Results

Exhibit 99 Rocky Brands, Inc. Announces Fourth Quarter and Full Year 2022 Results NELSONVILLE, Ohio, February 23, 2023 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its fourth quarter and year ended December 31, 2022. Fourth Quarter 2022 Overview ● Net sales decreased 18.0% to $138.9 million o Wholesale segment sales decreased 26.6%; Retail segment sales increased 40.8%

RCKY / Rocky Brands Inc / Hawkeye Capital Management, LLC Passive Investment

SC 13G/A 1 hawkeye-rcky123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rocky Brands, Inc. (Name of Issuer) Common Stock – No Par Value (Title of Class of Securities) 774515100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

Rocky Brands, Inc. Names New Chief Financial Officer

Exhibit 99 Rocky Brands, Inc. Names New Chief Financial Officer NELSONVILLE, Ohio, February 13, 2023 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced that Sarah O’Connor will soon join the Company’s leadership team as Senior Vice President, Chief Financial Officer and Treasurer. O’Connor brings more than 15 years of corporate finance experience to the role, including work with public retail and

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File N

Employment Agreement, dated March 13, 2023, by and between the Company and Sarah O’Connor

Exhibit 10.1 CERTAIN INFORMATION IDENTIFIED WITH THE FOLLOWING MARK: [***] HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED ROCKY BRANDS, INC. EMPLOYMENT AGREEMENT This Agreement is made effective as of the 13th day of March, 2023 by and between SARAH O’CONNOR and ROCKY BRANDS, INC., an Ohio corporation with

RCKY / Rocky Brands Inc / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 14 )* Rocky Brands Inc (Name of Issuer) Common Stock (Title of Class of Securities) 774515100 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

Rocky Brands, Inc. Announces Appointment of Dwight E. Smith to its Board of Directors; Retirement of Glenn E. Corlett and James L. Stewart from Board of Directors

Exhibit 99 Rocky Brands, Inc. Announces Appointment of Dwight E. Smith to its Board of Directors; Retirement of Glenn E. Corlett and James L. Stewart from Board of Directors NELSONVILLE, Ohio?December 9, 2022-Rocky Brands, Inc. (NASDAQ: RCKY) today announced that Dwight E. Smith has been appointed as a Class I director of the Company, effective as of January 1, 2023. Mr. Smith has served as the Pr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2022 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (E

Third Amendment to ABL Loan and Security Agreement, dated November 2, 2022, between the Company, Bank of America, N.A. and the other lenders party thereto.

Exhibit 10.1 THIRD AMENDMENT TO ABL LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO ABL LOAN AND SECURITY AGREEMENT (this ?Agreement?), dated as of November 2, 2022, by and among ROCKY BRANDS, INC., an Ohio corporation (?Parent?), LIFESTYLE FOOTWEAR, INC., a Delaware corporation (?Lifestyle?), ROCKY BRANDS US, LLC, a Delaware limited liability company (?Rocky US?), LEHIGH OUTFITTERS, LLC, a De

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2022 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Nu

Third Amendment to Term Loan and Security Agreement, dated November 2, 2022, between the Company, TCW Asset Management Company LLC and the other lenders party thereto.

Table of Contents Exhibit 10.2 Execution Version THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Agreement"), dated as of November 2, 2022 by and among ROCKY BRANDS, INC., an Ohio corporation ("Parent"), LIFESTYLE FOOTWEAR, INC., a Delaware corporation ("Lifestyle"), ROCKY BRANDS US, LLC, a Delaware limited liability company ("Rocky US"), L

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2022 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Nu

Rocky Brands, Inc. Announces Third Quarter 2022 Results

Exhibit 99 Rocky Brands, Inc. Announces Third Quarter 2022 Results NELSONVILLE, Ohio, November 2, 2022 ? Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its third quarter ended September 30, 2022. Third Quarter 2022 Overview ? Net sales increased 17.5% to $147.5 million, and 14.7% to $143.9 million on an adjusted basis (See below for a reconciliation of GAAP financial measu

Rocky Brands, Inc. Announces Leadership Promotion

Exhibit 99 October 13, 2022 Rocky Brands, Inc. Announces Leadership Promotion NELSONVILLE, Ohio-(BUSINESS WIRE)- Rocky Brands, Inc. (NASDAQ: RCKY) today announced that Chief Financial Officer Tom Robertson has been promoted to the newly- created position of Chief Operating Officer. As Chief Operating Officer, Robertson will be responsible for overseeing day-to-day business operations of the Compan

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2022 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exact

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2022 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Numb

Rocky Brands, Inc. Announces Second Quarter 2022 Results Second Quarter Sales Increased 23.1% to $162.0 Million

Exhibit 99 Rocky Brands, Inc. Announces Second Quarter 2022 Results Second Quarter Sales Increased 23.1% to $162.0 Million NELSONVILLE, Ohio, August 2, 2022 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its second quarter ended June 30, 2022. Second Quarter 2022 Overview ● Net sales increased 23.1% to $162.0 million o Wholesale segment sales increased 29.7%; Retail segm

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Costs Associated with Exit or Disposal Activities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2022 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Number

Rocky Brands, Inc. Announces Completion of Cost Savings Review

Exhibit 99 Rocky Brands, Inc. Announces Completion of Cost Savings Review NELSONVILLE, Ohio, June 7, 2022 ? Rocky Brands, Inc. (NASDAQ: RCKY) today announced the completion of a cost savings review aimed at better positioning the Company for profitable growth. Following the integration of the lifestyle footwear business acquired from Honeywell International Inc. in March 2021, the Company identifi

Second Amendment to ABL Loan and Security Agreement, dated June 8, 2022, between the Company, Bank of America, N.A. and the other lenders party thereto.

Exhibit 10.1 SECOND AMENDMENT TO ABL LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO ABL LOAN AND SECURITY AGREEMENT (this ?Agreement?), dated as of June 8, 2022, by and among ROCKY BRANDS, INC., an Ohio corporation (?Parent?), LIFESTYLE FOOTWEAR, INC., a Delaware corporation (?Lifestyle?), ROCKY BRANDS US, LLC, a Delaware limited liability company (?Rocky US?), LEHIGH OUTFITTERS, LLC, a Dela

Second Amendment to Term Loan and Security Agreement, dated June 8, 2022, between the Company, TCW Asset Management Company, LC and the other leaders party thereto.

Exhibit 10.2 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Agreement"), dated as of June 8, 2022 by and among ROCKY BRANDS, INC., an Ohio corporation ("Parent"), LIFESTYLE FOOTWEAR, INC., a Delaware corporation ("Lifestyle"), ROCKY BRANDS US, LLC, a Delaware limited liability company ("Rocky US"), LEHIGH OUTFITTERS, LLC, a Delaware limi

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2022 ? ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) ? ? Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exact

Rocky Brands, Inc. Announces First Quarter 2022 Results First Quarter Sales Increased to $167.0 Million

Exhibit 99 Rocky Brands, Inc. Announces First Quarter 2022 Results First Quarter Sales Increased to $167.0 Million NELSONVILLE, Ohio, May 3, 2022 ? Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its first quarter ended March 31, 2022. First Quarter 2022 Overview ? Net sales increased 90.5% to $167.0 million o Wholesale segment sales increased 126.2%; Retail segment sales i

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-

Filing Fee Table

EX-FILING FEES 6 ex345469.htm EXHIBIT FILING FEES Exhibit 107 Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Shares, without par value, reserved for issuance pursuant to the Rocky Brands, Inc. 2021 Inducement Rule 457(c) and Rule 457(h) Option Pl

Schedule of directors and executive officers who have entered into the form of Indemnification Agreement.

Exhibit 10.02 Schedule of Indemnification Agreements Mike Brooks ? Jason S. Brooks ? Glenn E. Corlett ? Michael L. Finn Robyn R. Hahn ? G. Courtney Haning ? William L. Jordan ? Curtis A. Loveland ? Robert B. Moore, Jr. ? James L. Stewart ? Tracie Winbigler ? Thomas D. Robertson ? Richards Simms David Dixon Byron Wortham ? ? ? ?

Consent of Schneider Downs & Co, Inc.

Exhibit 23(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Rocky Brands, Inc.

Power of Attorney.

? Exhibit 24 POWER OF ATTORNEY ? Each director and officer of Rocky Brands, Inc., an Ohio corporation (the ?Company?), whose signature appears below hereby appoints Jason Brooks and Curtis A. Loveland, or either of them, as his attorney-in-fact, to sign, in his name and behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission, the Comp

As filed with the Securities and Exchange Commission on March 15, 2022

As filed with the Securities and Exchange Commission on March 15, 2022 Registration No.

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exact name

Subsidiaries of the Company.

Exhibit 21 Subsidiaries of Rocky Brands, Inc. as of March 15, 2022 Five Star Enterprises Ltd., a Cayman Islands corporation Lifestyle Footwear, Inc., a Delaware corporation Rocky Brands Canada, Inc., a Nova Scotia corporation Rocky Brands US, LLC, a Delaware limited liability company Rocky Brands International, LLC an Ohio limited liability company Lehigh Outfitters, LLC, a Delaware limited liabil

Power of Attorney.

Exhibit 24 POWER OF ATTORNEY Each of the undersigned officers and directors of Rocky Brands, Inc.

Rocky Brands, Inc. 2021 Inducement Option Plan

Exhibit 4(c) ROCKY BRANDS, INC. 2021 Inducement Option Plan Adopted January 24, 2021 Article I Establishment, Purpose, Duration Section 1.1 Establishment of the Plan. Rocky Brands, Inc. (the ?Company?) desires to adopt the Rocky Brands, Inc. 2021 Inducement Option Plan. Section 1.2 Purpose. The Plan is designed to promote the achievement of both short-term and long-term objectives of the Company b

Rocky Brands, Inc. Announces Fourth Quarter and Full Year 2021 Results

Exhibit 99 Rocky Brands, Inc. Announces Fourth Quarter and Full Year 2021 Results NELSONVILLE, Ohio, March 1, 2022 ? Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its fourth quarter and year ended December 31, 2021. Fourth Quarter 2021 Overview ? Net sales increased 93.4% to $169.5 million o Wholesale segment sales increased 124.9%; Retail segment sales increased 12.6% ?

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2022 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Numbe

RCKY / Rocky Brands Inc / Hawkeye Capital Master - HAWKEYE CAPITAL MASTER Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Rocky Brands Inc (Name of Issuer) (Title of Class of Securities) 774515100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [

RCKY / Rocky Brands Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Rocky Brands Inc. Title of Class of Securities: Common Stock CUSIP Number: 774515100 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ R

RCKY / Rocky Brands Inc / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 13 )* Rocky Brands Inc (Name of Issuer) Common Stock (Title of Class of Securities) 774515100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

First Amendment to Term Loan and Security Agreement, dated December 10, 2021, between the Company, TCW Asset Management Company LLC and the other lenders party thereto.

Exhibit 10.2 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Agreement?), dated as of December 10, 2021 by and among ROCKY BRANDS, INC., an Ohio corporation (?Parent?), LIFESTYLE FOOTWEAR, INC., a Delaware corporation (?Lifestyle?), ROCKY BRANDS US, LLC, a Delaware limited liability company (?Rocky US?), LEHIGH OUTFITTERS, LLC, a Delaware l

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2021 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File N

First Amendment to ABL Loan and Security Agreement, dated December 10, 2021, between the Company, Bank of America, N.A. and the other lenders party thereto.

Exhibit 10.1 FIRST AMENDMENT TO ABL LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO ABL LOAN AND SECURITY AGREEMENT (this ?Agreement?), dated as of December 10, 2021 by and among ROCKY BRANDS, INC., an Ohio corporation (?Parent?), LIFESTYLE FOOTWEAR, INC., a Delaware corporation (?Lifestyle?), ROCKY BRANDS US, LLC, a Delaware limited liability company (?Rocky US?), LEHIGH OUTFITTERS, LLC, a De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (E

Rocky Brands, Inc. Announces Third Quarter Results

EX-99 2 ex285080.htm EXHIBIT 99 Exhibit 99 Rocky Brands, Inc. Announces Third Quarter Results NELSONVILLE, Ohio, November 2, 2021 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its third quarter ended September 30, 2021 which reflect the impact from temporary fulfillment challenges in the Company’s Ohio distribution center. Third Quarter 2021 Overview ● Net sales increas

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2021 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Nu

ROCKY BRANDS DECLARES INCREASE IN QUARTERLY CASH DIVIDEND QUARTERLY DIVIDEND INCREASED APPROXIMATELY 10.7% FROM $0.14 TO $0.155 PER SHARE

Exhibit 99 ROCKY BRANDS DECLARES INCREASE IN QUARTERLY CASH DIVIDEND QUARTERLY DIVIDEND INCREASED APPROXIMATELY 10.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2021 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Num

Power of Attorney.

EX-24 4 ex272433.htm EXHIBIT 24 Exhibit 24 POWER OF ATTORNEY Each of the undersigned officers and directors of Rocky Brands, Inc., an Ohio corporation (the “Company”), hereby appoints as his or her true and lawful attorney-in-fact, Jason Brooks, Thomas D. Robertson and Curtis A. Loveland, or any of them individually, in his or her name and on his or her behalf, and in any and all capacities stated

As filed with the Securities and Exchange Commission on August 9, 2021

As filed with the Securities and Exchange Commission on August 9, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exact

Consent of Schneider Downs & Co, Inc.

Exhibit 23(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Rocky Brands, Inc.

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2021 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Numb

Rocky Brands, Inc. Announces Record Second Quarter Results Revenue Increased 134.2% to $131.6 Million Diluted Earnings Per Share Increased 57.6% to $0.52 Adjusted Diluted Earnings Per Share Increased 120.0% to $0.99

EX-99 2 ex254669.htm EXHIBIT 99 Exhibit 99 Rocky Brands, Inc. Announces Record Second Quarter Results Revenue Increased 134.2% to $131.6 Million Diluted Earnings Per Share Increased 57.6% to $0.52 Adjusted Diluted Earnings Per Share Increased 120.0% to $0.99 NELSONVILLE, Ohio, August 3, 2021 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its second quarter ended June 30,

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2021 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Number

INDEX TO COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 Hermes Business of Honeywell International, Inc. Combined Financial Statements For the Years Ended December 31, 2019 and 2018 With Report of Independent Auditors INDEX TO COMBINED FINANCIAL STATEMENTS Item Page Audit Opinion 1 Combined Statements of Operations for the Two Years Ended December 31, 2019 2 Combined Statements of Comprehensive Income for the Two Years Ended December 31, 2

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2021 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (

HERMES BUSINESS OF HONEYWELL INTERNATIONAL INC. COMBINED STATEMENTS OF OPERATIONS (Dollars in thousands)

Exhibit 99.3 Hermes Business of Honeywell International, Inc. Unaudited Combined Financial Statements For the Nine Months Ended September 30, 2020 and 2019 Item Page Combined Statements of Operations for the Nine Months Ended September 30, 2020 and 2019 2 Combined Statements of Comprehensive Income for the Nine Months Ended September 30, 2020 and 2019 3 Combined Balance Sheets as of September 30,

ROCKY BRANDS, INC. UNAUDITED CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.4 ROCKY BRANDS, INC. UNAUDITED CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the acquisition of the performance and lifestyle footwear business of Honeywell International Inc. (the "Acquisition"). On March 15, 2021 pursuant to the terms and conditions set forth in the Purc

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exact

Letter Agreement, dated March 14, 2021, Honeywell Safety Products USA, Inc., North Safety Products Limited, Honeywell Safety Products (UK) Limited, North Safety de Mexicali S de R.L. de C.V., Honeywell (China) Co. Ltd. and Rocky Brands, Inc.

Exhibit 2.2 March 14, 2021 EXHIBITS HAVE BEEN OMITTED PURSUANT TO ITEM 601(B)(2) OF REGULATION S-K. THE OMITTED INFORMATION IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. THE REGISTRANT HEREBY UNDERTAKES TO FURNISH COPIES OF ANY OF THE OMITTED SCHEDULES OR EXHIBITS UPON REQUEST OF THE U.S. SECURITIES AND EXCHANGE COMMISSION. VIA EMAIL Rocky B

Rocky Brands, Inc. Announces Record First Quarter Results Revenue Increased 57.3% to $87.7 Million Diluted Earnings Per Share Increased 281% to $0.61 Adjusted Diluted Earnings Per Share Increased 341% to $1.19

EX-99 2 ex244211.htm EXHIBIT 99 Exhibit 99 Rocky Brands, Inc. Announces Record First Quarter Results Revenue Increased 57.3% to $87.7 Million Diluted Earnings Per Share Increased 281% to $0.61 Adjusted Diluted Earnings Per Share Increased 341% to $1.19 NELSONVILLE, Ohio, May 4, 2021 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its first quarter ended March 31, 2021. Fi

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2021 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Number)

Amended and Restated 2014 Omnibus Incentive Plan (incorporated by reference to the Company’s Definitive Proxy Statement for the 2021 Annual Meeting of Shareholders, held on May 26, 2021, filed on April 21, 2021).

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2021 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Numb

ROCKY BRANDS APPOINTS ROBYN R. HAHN TO BOARD OF DIRECTORS

Exhibit 99 FOR IMMEDIATE RELEASE ROCKY BRANDS APPOINTS ROBYN R. HAHN TO BOARD OF DIRECTORS NELSONVILLE, Ohio ? March 29, 2021- Rocky Brands (NASDAQ: RCKY) has appointed Ohio-based insurance executive Robyn R. Hahn to its Board of Directors effective April 1, 2021. Hahn is currently the President of the Small Business division for Westfield Insurance. ?Robyn brings a wealth of business and leadersh

Subsidiaries of the Company

Exhibit 21 Subsidiaries of Rocky Brands, Inc. as of March 16, 2021 Five Star Enterprises Ltd., a Cayman Islands corporation Lifestyle Footwear, Inc., a Delaware corporation Rocky Brands Canada, Inc., a Nova Scotia corporation Rocky Brands US, LLC, a Delaware limited liability company Rocky Brands International, LLC an Ohio limited liability company Lehigh Outfitters, LLC, a Delaware limited liabil

Power of Attorney.

? Exhibit 24 POWER OF ATTORNEY ? Each director and officer of Rocky Brands, Inc., an Ohio corporation (the ?Company?), whose signature appears below hereby appoints Jason Brooks and Curtis A. Loveland, or either of them, as his attorney-in-fact, to sign, in his name and behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission, the Comp

Annual Report - FORM 10-K

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exact name

Rocky Brands, Inc. Announces Completion of Acquisition of Leading Brand Portfolio From Honeywell Including the Original Muck Boot Company and XTRATUF

Exhibit 99.1 Rocky Brands, Inc. Announces Completion of Acquisition of Leading Brand Portfolio From Honeywell Including the Original Muck Boot Company and XTRATUF NELSONVILLE, Ohio, March 15, 2021 ? Rocky Brands, Inc. (NASDAQ: RCKY) today announced that on March 15, 2021 it completed its previously announced acquisition of the performance and lifestyle footwear business of Honeywell International,

Schedule of directors and executive officers who have entered into the form of Indemnification Agreement.

Exhibit 10.02 Schedule of Indemnification Agreements Mike Brooks ? Jason S. Brooks ? Glenn E. Corlett ? Michael L. Finn ? G. Courtney Haning ? William L. Jordan ? Curtis A. Loveland ? Robert B. Moore, Jr. ? James L. Stewart ? Tracie Winbigler ? Thomas D. Robertson ? Richards Simms ? ? ? ?

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2021 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Numb

ABL Loan and Security Agreement, dated March 15, 2021, between the Company and Bank of America, N.A.

Exhibit 10.1 EXECUTION VERSION ABL LOAN AND SECURITY AGREEMENT Dated as of March 15, 2021 ROCKY BRANDS, INC., as Parent and as Borrower Agent THE OTHER OBLIGORS PARTY HERETO as Borrowers or Guarantors BANK OF AMERICA, N.A., as Agent BANK OF AMERICA, N.A., as Sole Lead Arranger and Sole Bookrunner TABLE OF CONTENTS Page SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION 5 1.1. Definitions 5 1.2. Account

Description of Common Stock (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020).

Exhibit 4.4 DESCRIPTION OF COMMON STOCK The following is a description of common stock of Rocky Brands, Inc. (the ?Company?), which is the only security of the Company registered pursuant to Section 12 of the Securities and Exchange Act of 1934. The following description is based on the related provisions of the Company?s Second Amended and Restated Articles of Incorporation, as amended (the ?Arti

Loan and Security Agreement, dated March 15, 2021, between the Company and TCW Asset Management Company LLC.

Exhibit 10.2 EXECUTION VERSION LOAN AND SECURITY AGREEMENT Dated as of March 15, 2021 ROCKY BRANDS, INC., as Parent and as Borrower Agent THE OTHER OBLIGORS PARTY HERETO as Borrowers or Guarantors CERTAIN FINANCIAL INSTITUTIONS, As Lenders TCW ASSET MANAGEMENT COMPANY LLC, as Agent TABLE OF CONTENTS Page SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION 1 1.1. Definitions. 1 1.2. Accounting Terms. 36

ROCKY BRANDS, INC. ANNOUNCES NEW SHARE REPURCHASE PROGRAM

Exhibit 99 ROCKY BRANDS, INC. ANNOUNCES NEW SHARE REPURCHASE PROGRAM NELSONVILLE, Ohio, March 8, 2021 ? Rocky Brands, Inc. (NASDAQ: RCKY) today announced that its board of directors has approved a new share repurchase program of up to $7,500,000 of the Company?s outstanding common stock, no par value per share. This repurchase program replaces the previous repurchase program authorized by the boar

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2021 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Numbe

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2020 Fourth Quarter and Full Year 2020 Results Fourth Quarter Revenue Increased 16.3% to $87.6 Million Fourth Quarter Gross Margins Increased 370 Basis Points Fourth Quarter Diluted Earnings Per Share I

Exhibit 99 ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2020 Fourth Quarter and Full Year 2020 Results Fourth Quarter Revenue Increased 16.3% to $87.6 Million Fourth Quarter Gross Margins Increased 370 Basis Points Fourth Quarter Diluted Earnings Per Share Increased 95.6% to $1.33 NELSONVILLE, Ohio, February 24, 2021 ? Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2021 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File N

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12 )* Rocky Brands Inc (Name of Issuer) Common Stock (Title of Class of Securities) 774515100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Rocky Brands Inc. Title of Class of Securities: Common Stock CUSIP Number: 774515100 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule

Press Release, dated January 25, 2021, entitled “Rocky Brands, Inc. to Acquire Leading Brand Portfolio Including The Original Muck Boot Company and XTRATUF.”

Exhibit 10.1 January 22, 2021 Rocky Brands, Inc. 39 E. Canal St. Nelsonville, OH 45764 Re: Commitment Letter for ABL Facility Ladies and Gentlemen: In connection with your acquisition (“Acquisition”) of the stock of US Footwear Holdings LLC, a Delaware limited liability company (“Target Company”), Bank of America, N.A. (“Bank”) is pleased to commit to be the administrative agent (“Agent”) for a $1

Rocky Brands, Inc. To Acquire Leading Brand Portfolio From Honeywell Including The Original Muck Boot Company and XTRATUF Acquisition will significantly advance Rocky’s leadership position in high-quality performance footwear Expected to be immediate

Exhibit 99 Rocky Brands, Inc. To Acquire Leading Brand Portfolio From Honeywell Including The Original Muck Boot Company and XTRATUF Acquisition will significantly advance Rocky’s leadership position in high-quality performance footwear Expected to be immediately accretive to gross margins and earnings per share NELSONVILLE, Ohio, January 25, 2021 – Rocky Brands, Inc. (NASDAQ: RCKY) today announce

Commitment Letter, dated January 22, 2021, between the Company and Bank of America, N.A.

Exhibit 10.2 January 22, 2021 Rocky Brands, Inc. 39 E. Canal St. Nelsonville, OH 45764 Re: Commitment Letter for Senior Secured Term Loan Facility Ladies and Gentlemen: In connection with your acquisition ("Acquisition") of the stock of US Footwear Holdings LLC, a Delaware limited liability company ("Target Company"), The Direct Lending Group of TCW Asset Management Company LLC ("TCW") is pleased

Purchase Agreement, dated January 24, 2021, by and among Honeywell Safety Products USA, Inc., North Safety Products Limited, Honeywell Safety Products (UK) Limited, North Safety de Mexicali S de R.L. de C.V., Honeywell (China) Co. Ltd. and Rocky Brands, Inc.*

Exhibit 2.1 Execution Version PURCHASE AGREEMENT BY AND AMONG HONEYWELL SAFETY PRODUCTS USA, INC., NORTH SAFETY PRODUCTS LIMITED, HONEYWELL SAFETY PRODUCTS (UK) LIMITED, NORTH SAFETY DE MEXICALI S DE R.L. DE C.V., HONEYWELL (CHINA) CO. LTD., AND ROCKY BRANDS, INC. DATED AS OF JANUARY 24, 2021 TABLE OF CONTENTS Page Article 1 DEFINITIONS 1 Section 1.1 Definitions 1 Article 2 PURCHASE AND SALE; CLOS

Regulation FD Disclosure - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2021 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File Nu

Quarterly Report - 10-Q

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (E

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2020 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction ‎of incorporation) (Commission ‎File

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2020 Third Quarter Results Third Quarter Net Sales Increased 15.8% to $77.8 Million Wholesales Sales Increased 19.3%; Retail Sales Increased 11.4% Third Quarter Diluted Earnings Per Share Increased 38.7

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2020 Third Quarter Results Third Quarter Net Sales Increased 15.8% to $77.8 Million Wholesales Sales Increased 19.3%; Retail Sales Increased 11.4% Third Quarter Diluted Earnings Per Share Increased 38.7% to $1.04  NELSONVILLE, Ohio, October 27, 2020 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its third quarter ended Sep

Quarterly Report - 10-Q

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exact

Financial Statements and Exhibits, Results of Operations and Financial Condition

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2020 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2020 Second Quarter Results Second Quarter Diluted Earnings Per Share of $0.33 Retail Sales Increased 15.8% to $16.3 Million Cash Flow from Operations Increased by $4.7 Million Company had Cash and Cash

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2020 Second Quarter Results Second Quarter Diluted Earnings Per Share of $0.33 Retail Sales Increased 15.8% to $16.3 Million Cash Flow from Operations Increased by $4.7 Million Company had Cash and Cash Equivalents of $25.8 Million and Zero Debt at June 30, 2020   NELSONVILLE, Ohio, July 28, 2020 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2020 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File

- DEF 14A

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)  Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Def

Quarterly Report - 10-Q

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549  FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exa

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2020 First Quarter Results

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2020 First Quarter Results  NELSONVILLE, Ohio, April 28, 2020 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its first quarter ended March 31, 2020.  First Quarter 2020 Sales and Income First quarter net sales were $55.7 million compared with $65.9 million in the first quarter of 2019. The Company reported first quarter n

Annual Report - 10-K/A

United States Securities and Exchange Commission Washington, D.C. 20549  FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382  ROCKY BRANDS, INC. (Exact

Financial Statements and Exhibits, Results of Operations and Financial Condition

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2020  ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commissi



  ROCKY BRANDS DEEMED ESSENTIAL BUSINESS; CONTINUES TO SHIP PRODUCT FROM ITS OHIO DISTRIBUTION CENTER   NELSONVILLE, Ohio, March 23, 2020 – Rocky Brands, Inc.

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2020 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission

Schedule of directors and executive officers who have entered into the form of Indemnification Agreement.

Exhibit 10.02 Schedule of Indemnification Agreements Mike Brooks  Jason S. Brooks  Glenn E. Corlett  Michael L. Finn  G. Courtney Haning  William L. Jordan  Curtis A. Loveland  Robert B. Moore, Jr.  James L. Stewart  Tracie Winbigler  Thomas D. Robertson  Richards Simms    

Description of Common Stock

Exhibit 4.4 DESCRIPTION OF COMMON STOCK The following is a description of common stock of Rocky Brands, Inc. (the “Company”), which is the only security of the Company registered pursuant to Section 12 of the Securities and Exchange Act of 1934. The following description is based on the related provisions of the Company’s Second Amended and Restated Articles of Incorporation, as amended (the “Arti

Powers of Attorney

 Exhibit 24 POWER OF ATTORNEY  Each director and officer of Rocky Brands, Inc., an Ohio corporation (the “Company”), whose signature appears below hereby appoints Jason Brooks and Curtis A. Loveland, or either of them, as his attorney‑in‑fact, to sign, in his name and behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission, the Comp

Subsidiaries of the Company.

Exhibit 21 Subsidiaries of Rocky Brands, Inc. as of March 06, 2020 Five Star Enterprises Ltd., a Cayman Islands corporation Lifestyle Footwear, Inc., a Delaware corporation Rocky Brands Canada, Inc., a Nova Scotia corporation Rocky Brands US, LLC, a Delaware limited liability company Rocky Brands International, LLC an Ohio limited liability company Lehigh Outfitters, LLC, a Delaware limited liabil

First Amendment to Revolving Credit, Guaranty and Security Agreement dated November 15, 2019 among Rocky Brands, Inc., Lehigh Outfitters, LLC, Lifestyle Footwear Inc., Rocky Brands US, LLC, Rocky Brands International, LLC, and Rocky Outdoor Gear Store, LLC, as borrowers, the financial institutions party thereto as lenders, and The Huntington National Bank, as agent for the lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 13, 2019, filed February 19, 2019).

EX 10.21 FIRST AMENDMENT TO REVOLVING CREDIT, GUARANTY AND SECURITY AGREEMENT  This First Amendment to Revolving Credit, Guaranty and Security Agreement (this “Amendment”) dated as of November 15, 2019 is by and among Rocky Brands, Inc., an Ohio corporation, Lehigh Outfitters, LLC, a Delaware limited liability company, Lifestyle Footwear, Inc., a Delaware corporation, Rocky Brands US, LLC, a Dela

RCKY / Rocky Brands, Inc. 10-K - Annual Report - 10-K

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549  FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exact na

ROCKY BRANDS, INC. ANNOUNCES NEW SHARE REPURCHASE PROGRAM

Exhibit 99  ROCKY BRANDS, INC. ANNOUNCES NEW SHARE REPURCHASE PROGRAM  NELSONVILLE, Ohio, March 2, 2020 – Rocky Brands, Inc. (Nasdaq: RCKY) today announced that its board of directors has approved a new share repurchase program of up to $7,500,000 of the Company’s outstanding common stock, no par value per share. This repurchase program replaces the previous repurchase program authorized by the

Financial Statements and Exhibits, Other Events

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2020 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commiss

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2019 Fourth Quarter and Full Year 2019 Results Fourth Quarter Revenue Increased 12.1% to $75.3 Million Fourth Quarter Diluted Earnings Per Share Increased 41.7% to $0.68 2019 Year-End Cash and Cash Equi

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2019 Fourth Quarter and Full Year 2019 Results Fourth Quarter Revenue Increased 12.1% to $75.3 Million Fourth Quarter Diluted Earnings Per Share Increased 41.7% to $0.68 2019 Year-End Cash and Cash Equivalents Increased 52.5% to $15.5 Million   NELSONVILLE, Ohio, February 25, 2020 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial result

Financial Statements and Exhibits, Results of Operations and Financial Condition

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2020 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commiss

RCKY / Rocky Brands, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11)* ROCKY BRANDS INC (Name of Issuer) Common Stock (Title of Class of Securities) 774515100 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

RCKY / Rocky Brands, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549  FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC.

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2019 Third Quarter Results Retail Sales Increased 21.8% to $14.5 Million Net Income Per Share Increased 11.9% to $0.75 Adjusted Net Income Per Share Increased 13.3% to $0.68

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2019 Third Quarter Results Retail Sales Increased 21.8% to $14.5 Million Net Income Per Share Increased 11.9% to $0.75 Adjusted Net Income Per Share Increased 13.3% to $0.68  NELSONVILLE, Ohio, October 23, 2019 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its third quarter ended September 30, 2019.  Third Quarter 2019 a

Financial Statements and Exhibits, Results of Operations and Financial Condition

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2019 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commissi

Financial Statements and Exhibits

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2019 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commissio

* * *

 Rocky Brands, Inc. Appoints Tracie A. Winbigler to Board of Directors  Company Release – 9/05/19 8:00 AM ET  NELSONVILLE, Ohio-(BUSINESS WIRE)- Rocky Brands, Inc. (Nasdaq: RCKY) today announced the appointment of Tracie A. Winbigler to the Company’s Board of Directors as a Class I Director to serve until the 2020 annual meeting of shareholders and until her successor is duly elected. Ms. Winbi

RCKY / Rocky Brands, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549  FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exac

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2019 Second Quarter Results Net Sales Increased 6.4% to $62.0 Million Retail Sales Increased 20.2% to $14.1 Million Diluted EPS Increased 20.0% to $0.42

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2019 Second Quarter Results Net Sales Increased 6.4% to $62.0 Million Retail Sales Increased 20.2% to $14.1 Million Diluted EPS Increased 20.0% to $0.42   NELSONVILLE, Ohio, July 24, 2019 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its second quarter ended June 30, 2019.  Second Quarter 2019 and Year-to-Date Sales and

Financial Statements and Exhibits, Results of Operations and Financial Condition

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2019 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2019 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File

ROCKY BRANDS, INC.

Exhibit 99   ROCKY BRANDS, INC.  ROCKY BRANDS DECLARES INCREASE IN QUARTERLY CASH DIVIDEND QUARTERLY DIVIDEND INCREASED 16.7% FROM $0.12 TO $0.14 PER SHARE  NELSONVILLE, Ohio, May 21, 2019 – Rocky Brands, Inc. (Nasdaq: RCKY) today announced that its board of directors has approved a $0.02 increase, or a 16.7% increase, of its quarterly dividend to $0.14 per share of outstanding common stock, w

RCKY / Rocky Brands, Inc. 10-Q Quarterly Report 10-Q

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549  FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exa

Financial Statements and Exhibits, Results of Operations and Financial Condition

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2019 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2019 First Quarter Results First Quarter Revenue Increased 7.4% to $65.9 Million First Quarter Retail Sales Increased 18.2% First Quarter Wholesale Sales Increased 4.8% First Quarter Diluted EPS Increas

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2019 First Quarter Results First Quarter Revenue Increased 7.4% to $65.9 Million First Quarter Retail Sales Increased 18.2% First Quarter Wholesale Sales Increased 4.8% First Quarter Diluted EPS Increased 9.1% to $0.48  NELSONVILLE, Ohio, April 23, 2019 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its first quarter ended

RCKY / Rocky Brands, Inc. DEF 14A

Table of Contents  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.

Powers of Attorney.

EX-24 6 rcky-20181231xex24.htm EX-24  Exhibit 24 POWER OF ATTORNEY  Each director and officer of Rocky Brands, Inc., an Ohio corporation (the “Company”), whose signature appears below hereby appoints Jason Brooks and Curtis A. Loveland, or either of them, as his attorney‑in‑fact, to sign, in his name and behalf and in any and all capacities stated below, and to cause to be filed with the Securit

RCKY / Rocky Brands, Inc. 10-K (Annual Report)

10-K 1 rcky-20181231x10k.htm 10-K Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549  FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-

Subsidiaries of the Company.

Exhibit 21 Subsidiaries of Rocky Brands, Inc. as of March 11, 2019 Five Star Enterprises Ltd., a Cayman Islands corporation Lifestyle Footwear, Inc., a Delaware corporation Rocky Brands Canada, Inc., a Nova Scotia corporation Rocky Brands US, LLC, a Delaware limited liability company Rocky Brands International, LLC an Ohio limited liability company Lehigh Outfitters, LLC, a Delaware limited liabil

Schedule of directors and executive officers who have entered into the form of Indemnification Agreement.

Exhibit 10.02 Schedule of Indemnification Agreements Mike Brooks  Jason S. Brooks  Glenn E. Corlett  Michael L. Finn  G. Courtney Haning  William L. Jordan  Curtis A. Loveland  Robert B. Moore, Jr.  James L. Stewart  Thomas D. Robertson  Richards Simms    

Form of Indemnification Agreement entered into between the Company and its directors and executive officers. (incorporated by reference to Exhibit 10.01 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018)

Exhibit 10.01  INDEMNIFICATION AGREEMENT  THIS AGREEMENT is made this day of , 20 , by and between Rocky Brands, Inc., an Ohio corporation (the “Company”) and , an individual and a director and/or officer of the Company (the “Indemnitee”).  Recitals  WHEREAS, Indemnitee is either a member of the Board of Directors or an executive officer of the Company, or both, and in such capacity is perform

ROCKY BRANDS, INC. ANNOUNCES NEW SHARE REPURCHASE PROGRAM

Exhibit 99  ROCKY BRANDS, INC. ANNOUNCES NEW SHARE REPURCHASE PROGRAM  NELSONVILLE, Ohio, March 4, 2019 – Rocky Brands, Inc. (Nasdaq: RCKY) today announced that its board of directors has approved a new share repurchase program of up to $7,500,000 of the Company’s outstanding common stock, no par value per share. This repurchase program replaces the previous repurchase program authorized by the

Financial Statements and Exhibits

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2019 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commiss

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2018 Fourth Quarter Results Company Reports Diluted Earnings Per Share of $0.48 Retail Sales Increased 14.6% to $16.5 Million 2018 Year-End Cash and Cash Equivalents Increased 176% to $10.2 Million

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2018 Fourth Quarter Results Company Reports Diluted Earnings Per Share of $0.48 Retail Sales Increased 14.6% to $16.5 Million 2018 Year-End Cash and Cash Equivalents Increased 176% to $10.2 Million   NELSONVILLE, Ohio, February 25, 2019 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its fourth quarter and year ended Decem

Financial Statements and Exhibits, Results of Operations and Financial Condition

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2019 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commiss

Exhibit 10.1

Exhibit 10.1           REVOLVING CREDIT, GUARANTY, AND SECURITY AGREEMENT   THE HUNTINGTON NATIONAL BANK (AS LENDER AND AS AGENT)  AND  ROCKY BRANDS, INC., LEHIGH OUTFITTERS, LLC, LIFESTYLE FOOTWEAR, INC., ROCKY BRANDS US, LLC, ROCKY BRANDS INTERNATIONAL, LLC, ROCKY OUTDOOR GEAR STORE, LLC  (AS BORROWERS)  Dated as of February 13, 2019 TABLE OF CONTENTS DEFINITIONS1 Accounting Ter

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2019 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commiss

RCKY / Rocky Brands, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* ROCKY BRANDS INC (Name of Issuer) Common Stock (Title of Class of Securities) 774515100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

Exhibit 10.2

Exhibit 10.2 ROCKY BRANDS, INC.  EMPLOYMENT AGREEMENT  This Agreement is made effective as of the 1st day of January, 2019 by and between THOMAS ROBERTSON and ROCKY BRANDS, INC., an Ohio corporation with its principal office at 39 East Canal Street, Nelsonville, Ohio 45764.  Recitals  A.Rocky Brands, Inc. and its subsidiaries (collectively, the “Company”) are engaged in the business of designi

Exhibit 10.3

Exhibit 10.3 ROCKY BRANDS, INC.  EMPLOYMENT AGREEMENT  This Agreement is made effective as of the 1st day of January, 2019 by and between DAVID DIXON and ROCKY BRANDS, INC., an Ohio corporation with its principal office at 39 East Canal Street, Nelsonville, Ohio 45764.  Recitals  A.Rocky Brands, Inc. and its subsidiaries (collectively, the “Company”) are engaged in the business of designing, m

Financial Statements and Exhibits

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2018 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commiss

Exhibit 10.1

Exhibit 10.1 ROCKY BRANDS, INC.  EMPLOYMENT AGREEMENT  This Agreement is made effective as of the 1st day of January, 2019 by and between JASON BROOKS and ROCKY BRANDS, INC., an Ohio corporation with its principal office at 39 East Canal Street, Nelsonville, Ohio 45764.  Recitals  A.Rocky Brands, Inc. and its subsidiaries (collectively, the “Company”) are engaged in the business of designing,

Exhibit 10.4

Exhibit 10.4 ROCKY BRANDS, INC.  EMPLOYMENT AGREEMENT  This Agreement is made effective as of the 1st day of January, 2019 by and between RICHARD SIMMS and ROCKY BRANDS, INC., an Ohio corporation with its principal office at 39 East Canal Street, Nelsonville, Ohio 45764.  Recitals  A.Rocky Brands, Inc. and its subsidiaries (collectively, the “Company”) are engaged in the business of designing,

Exhibit 10.5

Exhibit 10.5 ROCKY BRANDS, INC.  EMPLOYMENT AGREEMENT  This Agreement is made effective as of the 1st day of January, 2019 by and between BYRON WORTHAM and ROCKY BRANDS, INC., an Ohio corporation with its principal office at 39 East Canal Street, Nelsonville, Ohio 45764.  Recitals  A.Rocky Brands, Inc. and its subsidiaries (collectively, the “Company”) are engaged in the business of designing,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 rcky-20181220x8k.htm 8-K   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2018 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdic

Rocky Brands, Inc. Executive Deferred Compensation Plan

Exhibit 10.1 ROCKY BRANDS, INC. Executive Deferred Compensation Plan  Section 1 Overview  1.1. Establishment of the Plan. Rocky Brands, Inc. (the “Company”) hereby adopts and establishes the Rocky Brands, Inc. Executive Deferred Compensation Plan, effective January 1, 2019 (the “Plan”).  1.2. Purpose. The primary purpose of the Plan is to attract and retain a talented select group of management

RCKY / Rocky Brands, Inc. 10-Q (Quarterly Report)

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549  FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2018 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commissi

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2018 Third Quarter Results Diluted EPS Increased 123% to $0.67 Wholesales Sales Increased 2.1% to $47.0 Million Retail Sales Increased 7.6% to $11.9 Million

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2018 Third Quarter Results Diluted EPS Increased 123% to $0.67 Wholesales Sales Increased 2.1% to $47.0 Million Retail Sales Increased 7.6% to $11.9 Million  NELSONVILLE, Ohio, October 23, 2018 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its third quarter ended September 30, 2018.  Third Quarter and Year-to-Date 2018 S

RCKY / Rocky Brands, Inc. 10-Q (Quarterly Report)

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549  FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exac

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2018 Second Quarter Results Diluted EPS Increased 75.0% to $0.35 Wholesales Sales Increased 7.3% to $39.8 Million Retail Sales Increased 6.7% to $11.7 Million

ROCKY BRANDS, INC.  Rocky Brands, Inc. Announces 2018 Second Quarter Results Diluted EPS Increased 75.0% to $0.35 Wholesales Sales Increased 7.3% to $39.8 Million Retail Sales Increased 6.7% to $11.7 Million  NELSONVILLE, Ohio, July 31, 2018 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its second quarter ended June 30, 2018.  Second Quarter 2018 Sales and Income Sec

Financial Statements and Exhibits, Results of Operations and Financial Condition

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2018 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission

RCKY / Rocky Brands, Inc. 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2018 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission File

ROCKY BRANDS, INC.

EX-99 2 rcky-20180521xex99.htm EX-99 Exhibit 99  ROCKY BRANDS, INC.    Company Contact: Tom Robertson  Chief Financial Officer  (740) 753-1951   Investor Relations: Brendon Frey  ICR, Inc.  (203) 682-8200   ROCKY BRANDS DECLARES INCREASE IN QUARTERLY CASH DIVIDEND  NELSONVILLE, Ohio, May 17, 2018 – Rocky Brands, Inc. (Nasdaq: RCKY) today announced that its board of directors has appro

RCKY / Rocky Brands, Inc. DEFA14A

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549  SCHEDULE 14A  Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)  Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐De

RCKY / Rocky Brands, Inc. 10-Q (Quarterly Report)

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549  FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exa

Financial Statements and Exhibits, Results of Operations and Financial Condition

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2018 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2018 First Quarter Results First Quarter Diluted EPS Increased 120% to $0.44 First Quarter Wholesale Sales Increased by 3.2% to $40.4 million First Quarter Retail Sales Increased by 10.0% to $13.1 milli

ROCKY BRANDS, INC.  Rocky Brands, Inc. Announces 2018 First Quarter Results First Quarter Diluted EPS Increased 120% to $0.44 First Quarter Wholesale Sales Increased by 3.2% to $40.4 million First Quarter Retail Sales Increased by 10.0% to $13.1 million  NELSONVILLE, Ohio, April 24, 2018 – Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its first quarter ended March 31, 2

RCKY / Rocky Brands, Inc. DEF 14A

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)  Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

Amendment No. 2 to Amended and Restated Revolving Credit, Term Loan, Guaranty, and Security Agreement dated as of December 21, 2017 among Rocky Brands, Inc., Lehigh Outfitters, LLC, Lifestyle Footwear, Inc., Rocky Brands Wholesale LLC, Rocky Brands International, LLC, Rocky Brands Canada, Inc., Creative Recreation, LLC, Creative Recreation Retail, LLC, Creative Recreation International, LLC, the lenders party thereto, and PNC Bank, National Association, as agent for lenders.

Exhibit 10.18 AMENDMENT NO. 2 TO LOAN DOCUMENTS Rocky Brands, Inc., an Ohio corporation (“Parent”), Lehigh Outfitters, LLC, a Delaware limited liability company (“Lehigh”), Lifestyle Footwear, Inc., a Delaware corporation (“Lifestyle”), Rocky Brands US, LLC, a Delaware limited liability company formerly known as Rocky Brands Wholesale LLC and successor by merger to Creative Recreation, LLC and Cre

RCKY / Rocky Brands, Inc. 10-K (Annual Report)

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549  FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34382 ROCKY BRANDS, INC. (Exact na

Powers of Attorney.

 Exhibit 24 POWER OF ATTORNEY  Each director and officer of Rocky Brands, Inc., an Ohio corporation (the “Company”), whose signature appears below hereby appoints Jason Brooks and Curtis A. Loveland, or either of them, as his attorney‑in‑fact, to sign, in his name and behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission, the Comp

Financial Statements and Exhibits

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2018 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter)   Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporation) (Commission

 ROCKY BRANDS ANNOUNCES NEW SHARE REPURCHASE PROGRAM

 ROCKY BRANDS ANNOUNCES NEW SHARE REPURCHASE PROGRAM  NELSONVILLE, Ohio, March 5, 2018 – Rocky Brands, Inc.

ROCKY BRANDS, INC. Rocky Brands, Inc. Announces 2017 Fourth Quarter and Full Year Results Fourth Quarter Wholesale Sales Increased 4.7% 2017 Year-End Funded Debt Decreased 84.9% to $2.2 Million

2017 Q4 2017 Earnings Press Release RCKY ROCKY BRANDS, INC. ? Rocky Brands, Inc. Announces 2017 Fourth Quarter and Full Year Results Fourth Quarter Wholesale Sales Increased 4.7% 2017 Year-End Funded Debt Decreased 84.9% to $2.2 Million ? NELSONVILLE, Ohio, February 20, 2018 ? Rocky Brands, Inc. (NASDAQ: RCKY) today announced financial results for its fourth quarter and year ended December 31, 201

Financial Statements and Exhibits, Results of Operations and Financial Condition

2017 Q4 8-K ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2018 ROCKY BRANDS, INC. (Exact name of registrant as specified in its charter) ? ? Ohio 001-34382 31-1364046 (State or other jurisdiction of incorporati

RCKY / Rocky Brands, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* ROCKY BRANDS INC (Name of Issuer) Common Stock (Title of Class of Securities) 774515100 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) of the Chief Financial Officer.

Exhibit 31.2 CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a) OF THE CHIEF FINANCIAL OFFICER I, Thomas D. Robertson, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Rocky Brands, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in li

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer.

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, OF THE CHIEF EXECUTIVE OFFICER In connection with the Quarterly Report of Rocky Brands, Inc. (the "Company") on Form 10-Q for the fiscal quarter ended September 30, 2017, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jason

RCKY / Rocky Brands, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34382 ROCKY

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer.

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, OF THE CHIEF FINANCIAL OFFICER In connection with the Quarterly Report of Rocky Brands, Inc. (the "Company") on Form 10-Q for the fiscal quarter ended September 30, 2017, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thoma

Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) of the Chief Executive Officer.

Exhibit 31.1 CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a) OF THE CHIEF EXECUTIVE OFFICER I, Jason Brooks, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Rocky Brands, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of

Rocky Brands, Inc. Announces Third Quarter 2017 Results Earnings Per Share Increased Fivefold to $0.30 Adjusted Earnings Per Share Increased to $0.39 Funded Debt Decreased 62.5% to $11.6 Million

ROCKY BRANDS, INC. Company Contact: Tom Robertson Chief Financial Officer (740) 753-1951 Investor Relations: ICR, Inc. Brendon Frey (203) 682-8200 Rocky Brands, Inc. Announces Third Quarter 2017 Results Earnings Per Share Increased Fivefold to $0.30 Adjusted Earnings Per Share Increased to $0.39 Funded Debt Decreased 62.5% to $11.6 Million NELSONVILLE, Ohio, October 24, 2017 ? Rocky Brands, Inc. (

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 v4646438k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 24, 2017 ROCKY BRANDS, INC. (Exact name of registrant as specif?ed in its charter) Ohio 001-34382 31-1364046 (State or other jurisdiction (Commissi

RCKY / Rocky Brands, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34382 ROCKY BRAN

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a) OF THE CHIEF FINANCIAL OFFICER

Exhibit 31.2 CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a) OF THE CHIEF FINANCIAL OFFICER I, Thomas D. Robertson, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Rocky Brands, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in li