[NT 10-K] Digital Brands Group, Inc. SEC Filing

Rhea-AI Filing Summary

Digital Brands Group, Inc. submitted a Form 12b-25 notifying the Commission that its Annual Report on Form 10-K for the year ended December 31, 2025 will be late. The company states the delay is due to time needed to obtain and compile certain required information and expects to file within the fifteen calendar day extension period.

Key Figures

Period Ended: December 31, 2025 Extension Period: fifteen calendar days Notification Date: March 31, 2026 +1 more

4 metrics

Period Ended December 31, 2025 Annual Report period end

Extension Period fifteen calendar days Rule 12b-25 extension the company expects to use

Notification Date March 31, 2026 Date signature block executed by CEO John Hilburn Davis

Contact Phone (209) 651-0172 Listed telephone number in Part IV

Key Terms

Rule 12b-25, Annual Report on Form 10-K, fifteen calendar day extension

3 terms

Rule 12b-25 regulatory

"the Company seeks relief pursuant to Rule 12b-25(b)"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Annual Report on Form 10-K regulatory

"filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

fifteen calendar day extension regulatory

"expects to file the Annual Report within the fifteen calendar day extension period"

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0058
	Washington, D.C. 20549	Expires: April 30, 2026
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	FORM 12b-25
		001-40400
	NOTIFICATION OF LATE FILING	SEC FILE NUMBER

(Check one):		☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
		For Period Ended:	December 31, 2025
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		☐ Transition Report on Form N-SAR
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

DIGITAL BRANDS GROUP, INC.

Full Name of Registrant

N/A

Former Name if Applicable

1400 Lavaca Street

Address of Principal Executive Office (Street and Number)

Austin, TX 78701

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
☒	(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The filing by Digital Brands Group, Inc. (the “Company”) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) will be delayed due to the additional time that was required to obtain and compile certain information required to be included in the Annual Report, which delay could not be eliminated by the Company without unreasonable effort and expense. The Company expects to file the Annual Report within the fifteen calendar day extension period.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

John Hilburn Davis IV		(209)		651-0172
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes ☒ No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes ☐ No ☒
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

DIGITAL BRANDS GROUP, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2026	By:	/s/ John Hilburn Davis IV
	Name:	John Hilburn Davis IV
	Title:	President and Chief Executive Officer

FAQ

Why did DBGI file a Form 12b-25?

Direct answer: DBGI filed Form 12b-25 because it could not timely complete its Annual Report on Form 10-K. Supporting context: The company says additional time was required to obtain and compile certain required information for the year ended December 31, 2025.

When does DBGI expect to file its 2025 Form 10-K?

Direct answer: DBGI expects to file the Annual Report within the fifteen calendar day extension period. Supporting context: The notification explains the company seeks relief under Rule 12b-25 and intends to use the allowed fifteen-day extension to submit the Form 10-K.

Does this filing indicate a change in DBGI's recent reporting history?

Direct answer: Yes—DBGI used Form 12b-25 to notify a late annual filing for the period ended December 31, 2025. Supporting context: The form asks whether other periodic reports were filed for the prior 12 months; the form's checkbox responses are present but do not list missing prior reports.

Who signed the Form 12b-25 for DBGI and when?

Direct answer: The Form 12b-25 was signed by John Hilburn Davis, President and Chief Executive Officer, on March 31, 2026. Supporting context: The signature block in the notification contains the signer’s name, title, and the March 31, 2026 date.