DBGI CEO Hil Davis Demonstrates Short and Long-Term Confidence with Strategic Open Market Share Purchases

Key Terms

at-the-market equity facility financial

An at-the-market equity facility is a standing arrangement that lets a company sell newly issued shares directly into the open market at prevailing prices, often in small amounts over time. Investors should care because it provides the company with a flexible, on-demand source of cash—like a faucet the company can turn on when needed—but it also increases the total shares outstanding, which can reduce each existing owner’s stake and potentially affect the stock price and per-share earnings.

Form S-3 regulatory

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

Rule 415(a)(4) regulatory

Rule 415(a)(4) is a U.S. Securities and Exchange Commission rule that lets a company add more securities to an already effective shelf registration, so those additional shares or bonds can be sold later without filing a completely new registration. For investors it matters because it gives the issuer the flexibility to raise cash quickly—like having an open credit line—while creating the possibility of dilution or changes in supply that can affect share price.

promissory note financial

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

share-based payment liabilities financial

Obligations a company has to pay money or other assets whose amount depends on its share price or share-based awards; think of it like a promise to give a cash bonus that rises and falls with the company’s stock value. Investors care because these liabilities create real cash commitments and affect reported profits and the balance sheet, similar to a future bill that varies with market conditions and can change a company’s financial health.

OTC Pink Market financial

The OTC Pink Market is a segment of over-the-counter trading where shares of companies that do not meet formal exchange listing rules are bought and sold. It matters to investors because these stocks usually have little public information, low trading volume, and higher risk of price swings or fraud — like buying a rare item at a flea market where seller disclosure and return rules are minimal, so potential reward comes with greater uncertainty.

clawback policy regulatory

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

at-the-market offerings financial

An at-the-market offering is a method for a company to sell new shares of its stock directly into the stock market over time, rather than all at once. This approach allows the company to raise money gradually, similar to selling small portions of a product as demand grows. For investors, it can influence stock availability and price, making it an important factor to consider when assessing a company's financial strategy.

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First Time in the Company’s History an Insider Has Purchased Shares in the Open Market

AUSTIN, Texas--(BUSINESS WIRE)-- DBGI Corp. (NASDAQ:DBGI) a publicly traded company specializing in eCommerce and fashion today announced that its CEO, Hil Davis, purchased shares in the open market.

This marks the first time in the Company’s history that any insiders have purchased shares in the open market.

The purchases, which occurred June 1, 2026, demonstrate Davis’s strong alignment with shareholders and a deep conviction in the company’s fundamentals, strategic direction, and future growth prospects.

“This investment reflects my absolute belief in both our short and long-term vision and value,” said Hil Davis, CEO of Digital Brands Group. “We are executing aggressively on our growth strategy, driving revenue, and accelerating our path to profitability in the second half of this year. My focus remains entirely on delivering outsized value to our shareholders.”

About Digital Brands Group

We offer a wide variety of apparel through numerous brands on a both direct-to-consumer and wholesale basis. We have created a business model derived from our founding as a digitally native-first vertical brand. We focus on owning the customer's "closet share" by leveraging their data and purchase history to create personalized targeted content and looks for that specific customer cohort.

Forward-looking Statements

Certain statements included in this release are "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting DBG and therefore involve several risks and uncertainties. You can identify these statements by the fact that they use words such as “will,” “anticipate,” “estimate,” “expect,” “should,” and “may” and other words and terms of similar meaning or use of future dates, however, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements regarding DBG’s plans, objectives, projections and expectations relating to DBG’s operations or financial performance, and assumptions related thereto are forward-looking statements. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. DBG undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Potential risks and uncertainties that could cause the actual results of operations or financial condition of DBG to differ materially from those expressed or implied by forward-looking statements include, but are not limited to: risks arising from the widespread outbreak of an illness or any other communicable disease, or any other public health crisis, including the coronavirus (COVID-19) global pandemic; the level of consumer demand for apparel and accessories; disruption to DBGs distribution system; the financial strength of DBG’s customers; fluctuations in the price, availability and quality of raw materials and contracted products; disruption and volatility in the global capital and credit markets; DBG’s response to changing fashion trends, evolving consumer preferences and changing patterns of consumer behavior; intense competition from online retailers; manufacturing and product innovation; increasing pressure on margins; DBG’s ability to implement its business strategy; DBG’s ability to grow its wholesale and direct-to-consumer businesses; retail industry changes and challenges; DBG’s and its vendors’ ability to maintain the strength and security of information technology systems; the risk that DBG’s facilities and systems and those of our third-party service providers may be vulnerable to and unable to anticipate or detect data security breaches and data or financial loss; DBG’s ability to properly collect, use, manage and secure consumer and employee data; stability of DBG’s manufacturing facilities and foreign suppliers; continued use by DBG’s suppliers of ethical business practices; DBG’s ability to accurately forecast demand for products; continuity of members of DBG’s management; DBG’s ability to protect trademarks and other intellectual property rights; possible goodwill and other asset impairment; DBG’s ability to execute and integrate acquisitions; changes in tax laws and liabilities; legal, regulatory, political and economic risks; adverse or unexpected weather conditions; DBG's indebtedness and its ability to obtain financing on favorable terms, if needed, could prevent DBG from fulfilling its financial obligations; and climate change and increased focus on sustainability issues. More information on potential factors that could affect DBG’s financial results is included from time to time in DBG’s public reports filed with the SEC, including DBG’s Annual Report on Form 10-K, and Quarterly Reports on Form 10-Q, and Forms 8-K filed or furnished with the SEC.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260603455624/en/

Digital Brands Group, Inc. Company Contact
Hil Davis, CEO
Email: invest@digitalbrandsgroup.co

Source: DBGI Corp.