DESTINATION XL GROUP, INC. (DXLG) SEC Filings

DESTINATION XL GROUP, INC. (DXLG) filed an initial insider ownership report for James E. Olsson, who is identified as Executive Vice President and Chief Growth Officer. The report does not list any equity transactions or derivative positions for him in the issuer’s securities.

Destination XL Group, Inc. (DXLG) reported softer top-line results but improved profitability in its fiscal 2026 second quarter. Sales were $111.6 million, down from $115.5 million a year ago as comparable sales fell 3.5%, with store comps down 4.3% and direct down 1.6%, driven mainly by weaker traffic.

Despite lower sales, gross margin expanded to 47.9% from 45.2%, helped by a $4.6 million tariff refund and better merchandise margin, partially offset by higher shipping and markdowns. Net income was $2.0 million (GAAP $0.04 per diluted share) versus a small loss last year; adjusted EBITDA rose to $7.7 million with a 6.9% margin. For the first six months, sales declined 2.8% to $214.9 million and the net loss widened to $3.9 million, reflecting lower sales and $3.0 million of merger-related costs.

The company ended the quarter with $20.1 million in cash and investments, no debt, and $61.7 million of credit facility availability. Inventory was $75.5 million, down 4.3% year over year, with clearance at 9.8% of inventory. DXLG’s board now recommends stockholders vote against issuing shares for the proposed merger with FullBeauty, citing factors including FullBeauty’s performance and expected dilution, although the merger agreement remains in effect and could still proceed or be terminated under its terms.

Destination XL Group, Inc. (DXLG) reported second-quarter fiscal 2026 sales of $111.6 million, down 3.4% from $115.5 million as comparable sales fell 3.5%. Store comps declined 4.3% and direct comps 1.6%, reflecting softer traffic partly offset by better conversion and transaction values.

Despite lower sales, profitability improved. Gross margin rose to 47.9% from 45.2%, aided by a $4.6 million tariff refund, while SG&A dollars fell $1.8 million. Net income was $2.0 million or $0.04 per diluted share versus a loss of $0.3 million; adjusted EPS was $0.05 vs $0.01, and adjusted EBITDA increased to $7.7 million from $4.7 million, a margin of 6.9%.

Cash and investments were $20.1 million with no debt, though operating cash flow for the first six months was $(2.8) million and free cash flow $(8.7) million, both negative but improved versus the prior year. Inventory was $75.5 million with clearance at 9.8% of inventory, near the 10% target. The board completed a new evaluation of the planned merger with FullBeauty and determined the merger and related share issuance are no longer advisable or in stockholders’ best interests, recommending that stockholders vote “AGAINST” the issuance proposal.

Destination XL Group, Inc. (DXLG) announced that its Board appointed James E. “Jimmy” Olsson as Executive Vice President and Chief Growth Officer effective September 6, 2026, a newly created role overseeing direct businesses, retail stores, merchandising, planning, global sourcing and brand strategy.

Olsson transitions from a consulting role in which he was paid $111,359.92 in fiscal 2025 and $242,905.88 in fiscal 2026, plus $28,000 in reimbursed legal fees. Under his employment agreement, he will receive a base salary of $475,000, a one-time $250,000 RSU grant vesting over three years, and a one-time $100,000 cash sign-on award payable in December 2026, subject to continued employment.

He is eligible for an annual bonus targeted at 60% of base salary and LTIP participation at 90% of base salary at his job level, with a mix of time-based and performance-based awards. If he resigns for Good Reason or is terminated without Justifiable Cause, he is entitled to six months of base salary and a pro-rated bonus; if such a termination occurs within one year after a qualifying Change of Control, cash severance increases to twelve months of his highest base salary in the defined look-back period.

Destination XL Group, Inc. (DXLG) has called a special meeting to vote on issuing new DXLG common shares to acquire FBB Holdings I, Inc., effect a reverse stock split, amend its 2016 incentive plan, and permit adjournment if needed.

Under the merger agreement, FBB would merge into a DXLG subsidiary, with FBB stockholders expected to own or hold rights to acquire 55% of the combined company and existing DXLG holders 45%, on a fully diluted basis. The board originally unanimously approved the deal in December 2025, but after FBB’s declining performance, higher indebtedness, concerns about potential negative equity value, and expected substantial dilution to DXLG stockholders, it now believes the merger is not in stockholders’ best interests and recommends voting AGAINST the share issuance.

The board supports the reverse stock split to help meet Nasdaq’s $4.00 minimum bid price and preserve listing, and backs the 2016 plan amendment to maintain equity compensation capacity, whether or not the merger closes. Certain directors, officers and a major investor are bound by voting agreements to support the issuance, increasing the chance it passes despite the board’s opposition. Guggenheim Securities has withdrawn its December 2025 fairness opinion in light of updated May 2026 analyses showing materially weaker value from FBB. A related private placement would convert about $107 million of FBB term debt to equity immediately before closing, but FBB’s overall debt remains above levels anticipated when the deal was signed.

Destination XL Group, Inc. (DXLG) is the subject of a third-party tender offer by Zodiac Partners II, LLC, an acquisition entity of Camac Fund, LP, that has now been terminated. The offer had sought to purchase all outstanding common shares at $0.84 per share in cash, without interest and less any required withholding taxes.

The offer expired at 5:00 p.m. Eastern time on August 21, 2026. Based on the final count from the depositary, 12,450,814 shares, representing approximately 23% of the outstanding shares, were validly tendered and not properly withdrawn. The conditions to the offer, including the Minimum Tender Condition, were not satisfied, so the purchaser has not accepted, and will not accept, any shares for purchase and no consideration will be paid. All previously tendered shares will be promptly returned to stockholders, and the offer has expired and terminated with no shares purchased.

Destination XL Group, Inc. (DXLG) reported that it has amended its previously announced Agreement and Plan of Merger with Divine Merger Sub I, Inc. and FBB Holdings I, Inc. The amendment, dated August 19, 2026, extends the merger agreement’s end date from September 11, 2026 to October 30, 2026, allowing additional time for the proposed merger to be completed under the existing terms.

DXL has filed a preliminary proxy statement and plans to file a definitive proxy statement regarding the issuance of DXL common stock in the merger, which will be provided to stockholders for their vote. Investors are directed to review the proxy materials and related SEC filings for detailed information about the merger and the interests of DXL’s and FBB’s directors and executive officers in the transaction.

MESDAG WILLEM reported acquisition or exercise transactions in this Form 4 filing.

DESTINATION XL GROUP, INC. director and 10% owner Willem Mesdag received a grant of 7,630 Deferred Stock Units (DSUs) as compensation for serving as Audit Committee chair. Each DSU equals one share of common stock and is valued based on the $0.5832 closing price on August 11, 2026. Following the grant, Mesdag is credited with 772,741 DSUs and is associated, through various entities, with 2,593,758 shares of common stock, with beneficial ownership disclaimed except for his pecuniary interest. DSUs are payable upon separation from service or certain events such as death, disability, or change in control under the company’s Director Plan.

DESTINATION XL GROUP, INC. reported that Interim CEO and director Lionel F. Conacher received a grant of 25,720 shares of common stock on August 12, 2026. The shares were issued as compensation for his service as Interim Chief Executive Officer. Following this award, his direct holdings total 438,239 shares of common stock. The transaction was reported as a grant or other acquisition at a reference value of $0.5832 per share and was not made under a Rule 10b5-1 trading plan.