DOUGLAS DYNAMICS, INC

Proxy Statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 21, 2025. Upon appointment to the Board, Ms. Ansberry and Mr. Nelson will each be entitled to receive a pro rata portion of the annual cash retainer and annual equity award payable to non-employee directors.

There is no arrangement or understanding between either Ms. Ansberry and Mr. Nelson and any other person pursuant to which Ms. Ansberry or Mr. Nelson were elected as a director of the Company, and there are no transactions in which either Ms. Ansberry or Mr. Nelson has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Each of Ms. Ansberry and Mr. Nelson were elected by the Board to fill a vacancy created by the Board when it increased the size of its Board from seven to nine directors pursuant to its authority to determine the size of the Board as granted to it under the Fourth Amended and Restated Bylaws of the Company. The Board has voted to subsequently decrease the size of the Board to eight directors immediately following Ms. Dano’s retirement on November 1, 2025.

Ms. Ansberry and Mr. Nelson will both serve on each of the Audit, Compensation and Nominating and Corporate Governance Committees of the Board.

A copy of the Company’s press release announcing the election of Ms. Ansberry and Mr. Nelson and the retirement of Ms. Dano is attached hereto as Exhibit 99.1 and is incorporated herein by reference into this Item 5.02.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 31, 2025

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