Welcome to our dedicated page for Destination Xl SEC filings (Ticker: DXLG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Destination XL Group, Inc. filings document the public-company record for a Big + Tall men's apparel and footwear retailer with store, outlet, e-commerce and mobile-app operations. Its 8-K reports include operating results, material agreements, direct financial obligations, governance changes, annual-meeting voting results and Nasdaq listing-compliance matters.
Proxy materials describe board elections, executive compensation votes, auditor ratification and equity-compensation disclosures. Other filings document capital-structure matters and contractual obligations, including lease arrangements related to the company's headquarters and distribution center.
Destination XL Group, Inc. amended its Solicitation/Recommendation Statement on Schedule 14D-9 to address an unsolicited tender offer by Zodiac Partners II, LLC and an acquisition entity of Camac Fund, LP. The bidder originally offered $0.82 per share in cash and on June 23, 2026 revised the offer price to $0.84 per share.
The amendment adds an exhibit referencing the Company’s June 23, 2026 press release and otherwise leaves the prior Statement unchanged.
Destination XL Group announced that its board is reviewing a revised, unsolicited tender offer from Zodiac Partners II to acquire all outstanding DXL shares for $0.84 per share in cash. The board, with independent financial and legal advisors, will evaluate the proposal in line with its fiduciary duties and issue a formal recommendation later.
The company previously reviewed and unanimously rejected an earlier Zodiac tender offer at $0.82 per share, which it described as highly conditional and not reflective of DXL’s underlying value. Stockholders are explicitly advised to take no action at this time until the board provides its recommendation via an amended Schedule 14D-9 filing.
Camac Fund and acquisition vehicle Zodiac Partners II, LLC filed Amendment No. 4 to a Schedule TO offering to purchase all outstanding shares of Destination XL Group, Inc. at $0.84 per share in cash. The amendment incorporates an Amended Offer to Purchase, an amended Letter of Transmittal and related exhibits, and references an Equity Commitment Letter and an indicative $75 million revolving credit facility term sheet. The Offer remains subject to the terms, conditions and procedures set forth in the Offer to Purchase and accompanying documents.
Destination XL Group, Inc. is the subject of a cash tender offer by Zodiac Partners II, LLC (an acquisition vehicle of Camac Fund, LP) to purchase all outstanding common shares at $0.82 per share, pursuant to an Offer to Purchase originally dated May 12, 2026 and amended by an Amended Offer to Purchase dated June 2, 2026. The Schedule TO amendment describes the Offer terms, the related Letter of Transmittal and exhibits, and references sources of funds and an equity commitment; an indicative $75 million Revolving Credit Facility term sheet is listed among the exhibits. The filing is signed on behalf of Zodiac Partners II, LLC and Camac Fund on June 12, 2026.
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.