Destination Xl SEC Filings

Destination XL Group, Inc. amended its Schedule 14D-9 to supplement its response to the unsolicited cash tender offer by Zodiac Partners II, LLC (an acquisition vehicle of Camac Fund) to purchase common stock at $0.82 per share. The Board met on May 25 and May 26, 2026, reviewed updated Management Projections through the fiscal period ending January 31, 2035, and directed Guggenheim Securities to rely on those projections for financial analyses including a discounted cash flow and selected public company trading comparisons. After discussing assumptions and limitations, the Board determined the Offer is not in the best interests of the Company and recommended that stockholders reject the Offer. This Amendment also restates the forward-looking statements cautionary language.

Destination XL Group reported a weak first quarter of fiscal 2026, with sales of $103.3 million versus $105.5 million a year ago and a net loss of $5.9 million, or $(0.11) per share. Comparable sales fell 3.8%, driven mainly by lower traffic, particularly in stores, partly offset by better conversion and higher average order values. Gross margin slipped to 44.3% from 45.1% as tariffs, higher shipping costs and clearance activity pressured merchandise margin, though a $1.4 million lease termination gain helped occupancy costs.

Adjusted EBITDA was slightly negative at $(0.7) million, and adjusted net loss was $(3.4) million or $(0.06) per share. Cash and cash equivalents were $11.1 million with no debt and $70.0 million of unused revolver availability. The company filed a tariff refund claim of about $4.0 million and expects tariffs to weigh about 100 basis points on gross margin if current rates persist. Management is also reevaluating its planned merger with FullBeauty Brands, stating the existing terms are no longer viewed as in shareholders’ best interests given a tougher consumer environment and FullBeauty’s indebtedness.

Destination XL Group reported a weak first quarter of fiscal 2026, with sales of $103.3 million versus $105.5 million a year ago and a net loss of $5.9 million, or $(0.11) per share. Comparable sales fell 3.8%, driven mainly by lower traffic, particularly in stores, partly offset by better conversion and higher average order values. Gross margin slipped to 44.3% from 45.1% as tariffs, higher shipping costs and clearance activity pressured merchandise margin, though a $1.4 million lease termination gain helped occupancy costs.

Adjusted EBITDA was slightly negative at $(0.7) million, and adjusted net loss was $(3.4) million or $(0.06) per share. Cash and cash equivalents were $11.1 million with no debt and $70.0 million of unused revolver availability. The company filed a tariff refund claim of about $4.0 million and expects tariffs to weigh about 100 basis points on gross margin if current rates persist. Management is also reevaluating its planned merger with FullBeauty Brands, stating the existing terms are no longer viewed as in shareholders’ best interests given a tougher consumer environment and FullBeauty’s indebtedness.

Destination XL Group has updated investors on its pending merger of equals with FBB Holdings I, Inc. (FullBeauty). The Board of Directors, with external financial and legal advisors, reevaluated the deal and still sees strategic logic in combining the businesses.

However, the Board now believes that, given a more challenging consumer environment since the merger agreement was signed in December 2025 and FullBeauty’s indebtedness, the existing merger terms are not in DXL stockholders’ best interests. DXL is in constructive discussions with FullBeauty to determine the best path forward, and plans to file a proxy statement so stockholders can vote on any stock issuance for the merger.

Destination XL Group has updated investors on its pending merger of equals with FBB Holdings I, Inc. (FullBeauty). The Board of Directors, with external financial and legal advisors, reevaluated the deal and still sees strategic logic in combining the businesses.

However, the Board now believes that, given a more challenging consumer environment since the merger agreement was signed in December 2025 and FullBeauty’s indebtedness, the existing merger terms are not in DXL stockholders’ best interests. DXL is in constructive discussions with FullBeauty to determine the best path forward, and plans to file a proxy statement so stockholders can vote on any stock issuance for the merger.

Destination XL Group reported first-quarter fiscal 2026 results with sales of $103.3 million and a net loss of $5.9 million, or $(0.11) per diluted share. Sales declined 2.1% from the prior year and comparable sales fell 3.8%, with store comps down more than direct.

Gross margin slipped to 44.3%, weighed by tariffs, higher shipping fuel surcharges and clearance markdowns, partly offset by lower occupancy costs and stronger private-brand mix. Adjusted EBITDA was slightly negative at $(0.7) million, and adjusted net loss was $(0.06) per diluted share.

The company ended the quarter with $16.2 million in cash and investments and no debt, and availability of $70.0 million under its credit facility. Management highlighted FiTMAP fit technology rolled out to 188 stores, new AI initiatives to enhance digital discovery, and evolving demand dynamics tied to GLP‑1 weight-loss medications. Destination XL also referenced a separate press release updating its pending merger with FullBeauty Brands.

Destination XL Group reported first-quarter fiscal 2026 results with sales of $103.3 million and a net loss of $5.9 million, or $(0.11) per diluted share. Sales declined 2.1% from the prior year and comparable sales fell 3.8%, with store comps down more than direct.

Gross margin slipped to 44.3%, weighed by tariffs, higher shipping fuel surcharges and clearance markdowns, partly offset by lower occupancy costs and stronger private-brand mix. Adjusted EBITDA was slightly negative at $(0.7) million, and adjusted net loss was $(0.06) per diluted share.

The company ended the quarter with $16.2 million in cash and investments and no debt, and availability of $70.0 million under its credit facility. Management highlighted FiTMAP fit technology rolled out to 188 stores, new AI initiatives to enhance digital discovery, and evolving demand dynamics tied to GLP‑1 weight-loss medications. Destination XL also referenced a separate press release updating its pending merger with FullBeauty Brands.

Destination XL Group, Inc. is the subject of a cash tender offer by Zodiac Partners II, LLC (an acquisition entity of Camac Fund) to purchase all outstanding shares at $0.82 per share, payable in cash, less required withholding taxes. The offer is set forth in an Offer to Purchase originally dated May 12, 2026 and is reported here in Amendment No. 2, with related exhibits including an Equity Commitment Letter and a confidential-term Revolving Credit Facility term sheet.

Zodiac Partners II, LLC and Camac Fund, LP have launched a cash tender offer to purchase all outstanding shares of Destination XL Group, Inc. The Offer proposes to pay $0.82 per share in cash, "upon the terms and subject to the conditions set forth in the Offer to Purchase". The Schedule TO Amendment No. 1 incorporates the Offer to Purchase, Letter of Transmittal and related exhibits, and references an $75 million Revolving Credit Facility term sheet and an Equity Commitment Letter as financing sources. The Offer materials are dated May 12, 2026 with this amendment signed May 27, 2026.

Destination XL Group, Inc. reported that its Board of Directors unanimously recommends that shareholders reject the unsolicited tender offer made by Zodiac Partners II, LLC at $0.82 per share and not tender their shares. The Board concluded, after consulting external legal and financial advisors, that the offer does not reflect the company’s underlying value and is highly conditional and opportunistic.

The company also postponed its previously announced fiscal first-quarter 2026 results. It now plans to release these results before the market opens on June 3, 2026, followed by a conference call at 9:00 a.m. Eastern Time. Destination XL filed a Schedule 14D-9 with the SEC detailing its formal recommendation regarding the tender offer.

Destination XL Group, Inc. recommends that stockholders reject the unsolicited cash tender offer by Zodiac Partners II, LLC/Camac Fund at $0.82 per share. The Board cites an undervaluing offer, opportunistic timing, lack of committed financing and numerous offer conditions, and notes the company has entered into a separate Merger Agreement with FBB.

The Offer is subject to a financing condition, a minimum tender condition and regulatory approvals; Offeror has committed equity of $10.0M but has not obtained funds-certain financing for the roughly $46.0M consideration. The Board unanimously recommends stockholders do not tender.

Destination XL Group filed an amended annual report to add detailed Part III disclosures on directors, executive compensation and governance for fiscal 2025. The company describes a difficult year in the big-and-tall retail sector, with soft traffic and cautious consumers driving an 8.4% decline in comparable sales and tariff-related margin pressure.

DXLG reported a net loss of $(0.66) per diluted share, including a $20.4 million non-cash tax valuation allowance, $4.2 million in merger-related transaction costs and $0.2 million of impairments; adjusted net loss was $(0.21) per share$28.8 million in cash and investments, no borrowings and $55.1 million available under its credit facility.

The filing details a pay-for-performance framework. Because key incentive metrics were not met, performance-based pay fell, and CEO Harvey Kanter’s total reported compensation declined to $2.18 million, down 24.5% from 2024, with a disclosed CEO pay ratio of 42:1. Long-term incentives remain heavily tied to relative total shareholder return, and no performance payout was earned for the 2023–2025 LTIP cycle.