DBGI Announces Extension of Warrant Exercise Period

Digital Brands Group (NASDAQ:DBGI) entered letter agreements with certain holders to extend warrant exercise timing and issue replacement warrants.

Rhea-AI Summary

Digital Brands Group (NASDAQ:DBGI) entered letter agreements with certain holders to extend warrant exercise timing and issue replacement warrants. Holders exercised an aggregate 2,365,968 Existing Warrants for approximately $1.54 million at an exercise price of $0.66 per share.

The company will issue New Warrants enabling purchase of up to 2,408,508 shares at $0.66 per share exercisable through June 17, 2026. The company agreed to file a Form S-3 registration for shares issuable upon exercise by February 27, 2026.

Positive

• $1.54M immediate cash proceeds from exercised Existing Warrants
• Company committed to file Form S-3 registration by February 27, 2026

Negative

• Issuance of New Warrants allowing purchase of up to 2,408,508 shares by June 17, 2026, creating potential dilution
• Existing Warrants extended and reissued at $0.66 exercise price, delaying cash realization timing

Argus Feb 17 session

+15.24% close to close Open Argus

Details

News Market Reaction – DBGI

On Feb 17, the day this news came out, DBGI closed 15.24% above the previous close.

Data tracked by StockTitan Argus for the Feb 17 session.

Market Context

On Feb 17, the day this news came out, the stock closed 15.2% above the previous close. A strong pos...

Analysis

On Feb 17, the day this news came out, the stock closed 15.2% above the previous close. A strong positive reaction aligns with DBGI’s recent pattern of large moves on capital structure news. The warrant exercises brought in about $1.54 million in cash while extending upside exposure for holders via New Warrants at $0.66. Shares traded 39.65% higher and remain below the $9.65 200-day MA. With an effective $100,000,000 shelf in place, investors have monitored how future offerings or warrant activity might affect dilution and volatility.

Key Figures

Existing warrant exercise price: $0.66 per share Existing warrants exercised: 2,365,968 warrants Warrant exercise proceeds: $1.54 million +5 more

Existing warrant exercise price

$0.66 per share

Exercise price of Existing Warrants expiring February 17, 2026

Existing warrants exercised

2,365,968 warrants

Aggregate Existing Warrants exercised under the Agreements

Warrant exercise proceeds

$1.54 million

Aggregate cash proceeds from exercised Existing Warrants

Per-holder immediate exercise

591,492 warrants

Existing Warrants each Holder agreed to exercise upon entry

New warrants per holder

2,408,508 warrants

New Warrants issuable to each Holder at $0.66 per share

New warrant expiry

June 17, 2026

Expiration date for exercising New Warrants

S-3 filing deadline

February 27, 2026

Latest date to initially file Form S-3 for New Warrant shares

Prior S-1 effectiveness

February 11, 2025

Effective date of S-1 for earlier offering with Existing Warrants

Historical Context

5 past events · Latest: Feb 13

5 events

1. Feb 13

   Capital structure update

   24h Move

   +39.6%

   Private shareholder agreements on Series D conversions and resale constraints.

2. Feb 09

   Marketing initiative

   24h Move

   -20.9%

   Announcement of February campus photo shoots and new NIL universities.

3. Feb 05

   Marketing initiative

   24h Move

   -17.5%

   Initial NIL campus photo shoot plans and expansion into $36.4B market.

4. Dec 29

   Index inclusion

   24h Move

   +2.1%

   Inclusion in the S&P Total Market Index effective December 21, 2025.

5. Dec 22

   Technology initiative

   24h Move

   -4.0%

   Launch of AI-driven tools to protect and grow eCommerce brands.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

common share purchase warrants, registration statement on form s-1, registration statement on form s-3, exercise price

4 terms

common share purchase warrants financial

"existing holders (the “Holders”) of Common Share Purchase Warrants (the “Existing Warrants”)"

A common share purchase warrant is a tradable right that lets its holder buy a company’s ordinary shares at a fixed price for a set period, like a coupon that can be redeemed later to buy stock at a predetermined rate. Investors care because warrants offer leverage on future upside—they can magnify gains if the share price rises above the set price—but they can also dilute existing shareholders if used, and they expire worthless if unused.

registration statement on form s-1 regulatory

"previously issued by the Company in an offering pursuant to that certain Registration Statement Form S-1"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

registration statement on form s-3 regulatory

"register the shares of Common Stock issuable upon conversion of the New Warrants for resale pursuant to a Registration Statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

exercise price financial

"Existing Warrants are scheduled to expire on February 17, 2026, and have an exercise price of $0.66 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Austin, Texas, Feb. 17, 2026 (GLOBE NEWSWIRE) -- Digital Brands Group, Inc. (“DBG” or the “Company”) (Ticker: [NASDAQ:DBGI]), a publicly traded company specializing in eCommerce and Fashion, today announced that it has entered into letter agreements (the “Agreements”) with certain existing holders (the “Holders”) of Common Share Purchase Warrants (the “Existing Warrants”) previously issued by the Company in an offering pursuant to that certain Registration Statement Form S-1 declared effective on February 11, 2025 (File No.: 333-284508). The Existing Warrants are scheduled to expire on February 17, 2026, and have an exercise price of $0.66 per share.

Pursuant to the Agreement, each Holder agreed to exercise (i) 591,492 of its Existing Warrants at an exercise price of $0.66 per share upon entry into the Agreement and (ii) 2,408,508 New Warrants (as defined below) at an exercise price of $0.66 per share on or before June 17, 2026. The Holders exercised an aggregate amount of 2,365,968 Existing Warrants, which resulted in aggregate proceeds to the Company of approximately $1.54 million.

In consideration for each Holder’s agreement to exercise certain Existing Warrants as set forth in the Agreement, the Company agreed to issue to each Holder new Common Share Purchase Warrants (the “New Warrants”) entitling each Holder to purchase up 2,408,508 shares of the Company’s common stock (the “Common Stock”) by June 17, 2026 at an exercise price of $0.66 per share (the “New Warrants”). Except for the expiration date, the New Warrants are substantially similar to the Existing Warrants in all material respects.

Pursuant to the Agreement, the Company agreed to register the shares of Common Stock issuable upon conversion of the New Warrants for resale pursuant to a Registration Statement on Form S-3, which is to be initially filed by the Company by no later than February 27, 2026.

About Digital Brands Group

We offer a wide variety of apparel through numerous brands on a both direct-to-consumer and wholesale basis. We have created a business model derived from our founding as a digitally native-first vertical brand. We focus on owning the customer's "closet share" by leveraging their data and purchase history to create personalized targeted content and looks for that specific customer cohort.

Digital Brands Group, Inc. Company Contact
Hil Davis, CEO

Email: invest@digitalbrandsgroup.co
https://ir.digitalbrandsgroup.co

Forward-looking Statements

Certain statements included in this release are "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting DBG and therefore involve several risks and uncertainties. You can identify these statements by the fact that they use words such as “will,” “anticipate,” “estimate,” “expect,” “should,” and “may” and other words and terms of similar meaning or use of future dates, however, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements regarding DBG’s plans, objectives, projections and expectations relating to DBG’s operations or financial performance, and assumptions related thereto are forward-looking statements. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. DBG undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Potential risks and uncertainties that could cause the actual results of operations or financial condition of DBG to differ materially from those expressed or implied by forward-looking statements include, but are not limited to: risks arising from the anticipated benefits of the agreements and covenants contained in the Agreement; the accuracy of information provided by certain Holders to the Company concerning the Existing Warrants and New Warrants; DBG’s ability to add and retain strategic partners and customers; disruption to DBGs distribution system; the financial strength of DBG’s customers; fluctuations in the price, availability and quality of raw materials and contracted products; disruption and volatility in the global capital and credit markets; perception of DBG by consumers and in the markets in which it operates; DBG’s response to changing fashion trends, evolving consumer preferences and changing patterns of consumer behavior; intense competition from online retailers; manufacturing and product innovation; increasing pressure on margins; DBG’s ability to implement its business strategy; DBG’s ability to grow its wholesale and direct-to-consumer businesses; retail industry changes and challenges; DBG’s and its vendors’ ability to maintain the strength and security of information technology systems; the risk that DBG’s facilities and systems and those of our third-party service providers may be vulnerable to and unable to anticipate or detect data security breaches and data or financial loss; DBG’s ability to properly collect, use, manage and secure consumer and employee data; stability of DBG’s manufacturing facilities and foreign suppliers; continued use by DBG’s suppliers of ethical business practices; DBG’s ability to accurately forecast demand for products; continuity of members of DBG’s management; DBG’s ability to protect trademarks and other intellectual property rights; possible goodwill and other asset impairment; DBG’s ability to execute and integrate acquisitions; changes in tax laws and liabilities; legal, regulatory, political and economic risks; adverse or unexpected weather conditions; DBG's indebtedness and its ability to obtain financing on favorable terms, if needed, could prevent DBG from fulfilling its financial obligations; and climate change and increased focus on sustainability issues. More information on potential factors that could affect DBG’s financial results is included from time to time in DBG’s public reports filed with the SEC, including DBG’s Annual Report on Form 10-K, and Quarterly Reports on Form 10-Q, and Curren Reports on Forms8-K filed or furnished with the U.S. Securities and Exchange Commission.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did DBGI announce about warrant exercises on February 17, 2026?

DBGI confirmed certain holders exercised 2,365,968 Existing Warrants for roughly $1.54 million in proceeds. According to the company, holders exchanged existing warrants for New Warrants exercisable through June 17, 2026 at $0.66 per share.

How many shares can be purchased under the New Warrants issued by DBGI (DBGI)?

The New Warrants entitle holders to purchase up to 2,408,508 shares by June 17, 2026. According to the company, the New Warrants are substantially similar to the Existing Warrants except for the extended expiration.

What is the exercise price for DBGI's Existing and New Warrants?

Both the Existing Warrants and the New Warrants carry an exercise price of $0.66 per share. According to the company, holders exercised existing warrants and may exercise New Warrants on or before June 17, 2026 at that price.

When will DBGI file the registration for shares issuable from the New Warrants?

DBGI agreed to file a Form S-3 registration no later than February 27, 2026. According to the company, the registration will cover resale of shares issuable upon exercise of the New Warrants.

How much cash did DBGI receive from the warrant exercises completed February 17, 2026?

DBGI received approximately $1.54 million in aggregate proceeds from exercised Existing Warrants. According to the company, those proceeds resulted from exercise of 2,365,968 warrants at $0.66 each.

What is the deadline for exercising DBGI's New Warrants issued in the agreement?

The New Warrants must be exercised on or before June 17, 2026. According to the company, the New Warrants mirror the Existing Warrants in material respects other than the extended expiration date.