Change in Certifying Accountants - Form 8-K

Item 4.01 Changes in Registrant's Certifying Accountant

(a) Dismissal of Previous Independent Registered Public Accounting Firm

On January 10, 2024, Rocky Brands, Inc. (the "Company") received written notice from Schneider Downs & Co., Inc. ("Schneider Downs") of its decision to decline to stand for re-appointment as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024, following completion of their current engagement for the fiscal year ended December 31, 2023, including the audit of the Company's consolidated financial statements for such fiscal year.

The reports of Schneider Downs on the Company's consolidated financial statements for the fiscal years ended December 31, 2021, and December 31, 2022, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2022, and December 31, 2023, and the subsequent interim period from January 1, 2024 through January 10, 2024, there have been no "disagreements" (as defined in Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended ("Regulation S-K") and the related instructions thereto) with Schneider Downs on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Schneider Downs, would have caused Schneider Downs to make reference thereto in connection with its reports on the consolidated financial statements of the Company for such years.

During the fiscal years ended December 31, 2022, and December 31, 2023, and the subsequent interim period from January 1, 2024 through January 10, 2024, there have been no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided Schneider Downs with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K and requested that Schneider Downs furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the "SEC"), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not Schneider Downs agrees with the statements made by the Company in this Item 4.01(a) and, if not, stating the respects in which it does not agree. A copy of Schneider Downs' letter to the SEC dated January 10, 2024 is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm

On January 11, 2024, the Audit Committee (the "Audit Committee") of the Board of Directors of the Company approved the engagement of Deloitte & Touche LLP ("Deloitte") to be the Company's independent registered public accounting firm to perform independent audit services for the Company beginning with its fiscal year ending December 31, 2024.

During the fiscal years ended December 31, 2022, and December 31, 2023, and the subsequent interim period from January 1, 2024 through January 11, 2024, neither the Company, nor anyone acting on its behalf, consulted Deloitte regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (iii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a "reportable event" (as described in Item 304(a)(1)(v) of Regulation S-K).