Introduction
This Amendment No. 1 to Schedule 14D-9 (this “Amendment”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Statement”) originally filed by Destination XL Group, Inc., a Delaware corporation
(“Company”), with the Securities and Exchange Commission on May 26, 2026. The Statement relates to the unsolicited tender offer by Zodiac Partners II, LLC, a Delaware limited liability company (“Offeror”), and an
acquisition entity of Camac Fund, LP, a Delaware limited partnership (“Camac Fund”), to purchase all of the issued and outstanding shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at
a price of $0.82 per share in cash, without interest and less any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 12, 2026 (the “Offer
to Purchase”), and in the related Letter of Transmittal that accompanies the Offer to Purchase (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Except as otherwise set forth in this
Amendment, the information set forth in the Statement remains unchanged.
The Statement is hereby amended and supplemented as follows:
The penultimate paragraph in the subsection entitled “Background of the Offer” in Item 4 of the Statement is hereby amended and restated in
its entirety to read as follows:
On each of May 25, 2026 and May 26, 2026, the Board held a meeting via means of remote
communication, which included senior management of the Company and representatives of its advisors, including Guggenheim Securities, LLC (“Guggenheim Securities”), Greenberg Traurig, LLP (“Greenberg Traurig”) and Joele Frank,
Wilkinson Brimmer Katcher (“Joele Frank”). During each meeting, the Board discussed the status of the Offer, including the timeline for the Company’s responses and the legal requirements relating to the Schedule 14D-9. Representatives of Greenberg Traurig reviewed fiduciary duty considerations applicable to the Board in evaluating the Offer, as well as the provisions of the Merger Agreement relating to a potential change of
recommendation and the termination fee that would be payable to FBB in certain circumstances pursuant to the Merger Agreement. In connection with the Board’s evaluation of the Offer, the Company’s senior management updated certain
previously prepared financial projections for the Company for the fiscal period ending January 31, 2035 (the “Management Projections”), which included projected revenues, operating income, capital expenditures, cost reductions,
working capital requirements and other relevant financial metrics over such period. The Management Projections, which had been reasonably prepared on bases reflecting the best then-currently available estimates and judgments of the Company’s
senior management as to the expected future performance of the Company, had been discussed with the Board at a previous meeting of the Board on May 20, 2026. The Board, together with its advisors, discussed the material assumptions underlying
the Management Projections, including assumptions regarding macroeconomic conditions, consumer retail conditions, future revenue growth and operating margins, as well as the inherent uncertainties associated with such projections. Guggenheim
Securities was directed by the Board to rely upon the Management Projections in connection with the preparation of its financial analyses (as described below). To facilitate the Board’s evaluation of the Offer, representatives of Guggenheim
Securities reviewed with the Board certain financial analyses, including the following: a discounted cash flow analysis with respect to the Company based on the Management Projections; a selected public company trading analysis that compared the
financial performance of the Company and certain trading multiples of the Common Stock with corresponding data for certain publicly traded companies that Guggenheim Securities deemed relevant in evaluating the Company; a review of certain Wall
Street equity research price targets for the Common Stock; and a review of the Common Stock’s 52-week share price trading history. The Board, together with the Company’s senior management and
Guggenheim Securities, discussed the limitations of Guggenheim Securities’ financial analyses, including, among other things, that (i) the Management Projections were not prepared with a view toward public disclosure, were inherently
subject to significant judgment and uncertainty and were necessarily based on numerous variables and assumptions that were beyond the Company’s control, (ii) the results of Guggenheim Securities’ financial analyses should be
assessed as a whole rather than individually, (iii) Guggenheim Securities’ financial analyses, particularly those based on estimates and projections, were not necessarily indicative of actual values or actual future results, which may be
significantly more or less favorable than suggested by such financial analyses and (iv) Guggenheim Securities’ financial analyses did not purport to be appraisals or reflect the prices at which the Common Stock may trade at the present
time or at any time in the future. Following discussion on May 26, 2026, the Board (i) determined that the Offer is not in the best interests of the Company and its stockholders and (ii) recommended that stockholders reject the Offer
and not tender their shares of Common Stock pursuant to the Offer.
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