Digital Brands Group (NASDAQ: DBGI) adds clawback policy to 2025 10-K

Rhea-AI Filing Summary

Digital Brands Group, Inc. filed Amendment No. 1 to its annual report for the year ended December 31, 2025. The amendment is solely to add the company’s Executive Compensation Recovery (Clawback) Policy, adopted under SEC Rule 10D-1 and NASDAQ Listing Rule 5608, as Exhibit 97.

The company states no other information from the original Form 10-K has been modified or updated, and the original filing continues to speak as of its date. As of April 15, 2026, Digital Brands Group had 16,629,371 shares of common stock outstanding.

Key Figures

Non-affiliate market value: $40,197,117 Shares outstanding: 16,629,371 shares Par value per share: $0.0001 per share

3 metrics

Non-affiliate market value $40,197,117 Aggregate market value of common stock held by non-affiliates as of June 30, 2025

Shares outstanding 16,629,371 shares Common stock issued and outstanding as of April 15, 2026

Par value per share $0.0001 per share Par value of Digital Brands Group common stock

Key Terms

Executive Compensation Recovery (Clawback) Policy, SEC Rule 10D-1, NASDAQ Listing Rule 5608, Section 13 or 15(d) of the Securities Exchange Act of 1934

4 terms

Executive Compensation Recovery (Clawback) Policy financial

"to include the Company’s Executive Compensation Recovery (Clawback) Policy, adopted in accordance"

SEC Rule 10D-1 regulatory

"Clawback) Policy, adopted in accordance with SEC Rule 10D-1 and NASDAQ Listing Rule 5608"

NASDAQ Listing Rule 5608 regulatory

"Clawback) Policy, adopted in accordance with SEC Rule 10D-1 and NASDAQ Listing Rule 5608"

Section 13 or 15(d) of the Securities Exchange Act of 1934 regulatory

"Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934"

How to Read a 10-K Annual Report →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1 to

FORM 10-K/A

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025 Commission File Number 001-40400

DIGITAL BRANDS GROUP, INC.

(Exact name of registrant as specified in its charter)

nevada		46-1942864
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1400 LAVACA STREET
AUSTIN, texas		78701
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (209) 651-0172

Securities registered pursuant to Section 12(b) of the Act:
Title of Class		Name of Exchange on Which Registered
Common Stock, par value $0.0001 per share		Nasdaq Capital Markets
Warrants, each exercisable to purchase one share of common stock		Nasdaq Capital Markets

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☒ Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared its audit report. ☐

If the securities registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of June 30, 2025, the aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price of the shares of common stock on June 30, 2025, was approximately $40,197,117.

As of April 15, 2026, the Company had 16,629,371 shares of common stock, $0.0001 par value, issued and outstanding.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment”) is being filed by Digital Brands Group, Inc. (the “Company”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission (“SEC”) on April 15, 2026 (the “Original Filing”).

This Amendment is being filed solely to include the Company’s Executive Compensation Recovery (Clawback) Policy, adopted in accordance with SEC Rule 10D-1 and NASDAQ Listing Rule 5608, which was inadvertently omitted from the Original Filing. The policy is filed as Exhibit 97 to this Amendment.

This Amendment speaks as of the filing date of the Original Filing. No other information included in the Original Filing has been modified or updated in any way. The Original Filing continues to speak as of the date of the filing, and the Company has not updated the disclosures contained therein to reflect any events that occurred after the filing other than as expressly indicated in this Amendment. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other SEC filings.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following exhibit is filed as part of this Amendment No. 1 to the Company’s Annual Report on Form 10-K:

Exhibit 97 - Digital Brands Group, Inc. Clawback Policy effective as of November 28, 2023 (filed herewith).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DIGITAL BRANDS GROUP, INC.

(Registrant)

/s/ John Hilburn Davis IV

John Hilburn Davis IV

President and Chief Executive Officer

Dated: May 5, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature		Position		Date
/s/ John Hilburn Davis IV		Director, President and Chief Executive Officer		May 5, 2026
John Hilburn Davis IV		(Principal Executive Officer)
/s/ Reid Yeoman		Chief Financial Officer		May 5, 2026
Reid Yeoman		(Principal Financial and Accounting Officer)
/s/ Mark T. Lynn		Director		May 5, 2026
Mark T. Lynn
/s/ Trevor Pettennude		Director		May 5, 2026
Trevor Pettennude
/s/ Jameeka Aaron Green		Director		May 5, 2026
Jameeka Aaron Green
/s/ Huong “Lucy” Doan		Director		May 5, 2026
Huong “Lucy” Doan

FAQ

What does Digital Brands Group (DBGI) change in this 10-K/A amendment?

Digital Brands Group changes its annual report only to add an Executive Compensation Recovery (Clawback) Policy as Exhibit 97. The company confirms no other disclosures from the original Form 10-K have been modified or updated in this amendment.

Why did Digital Brands Group (DBGI) file Amendment No. 1 to its 2025 annual report?

Digital Brands Group filed Amendment No. 1 because its Executive Compensation Recovery (Clawback) Policy was inadvertently omitted from the original 2025 Form 10-K. The amendment inserts this policy as Exhibit 97 and otherwise leaves the original report unchanged.

What is included in Digital Brands Group’s (DBGI) clawback policy referenced in this filing?

The amendment identifies an Executive Compensation Recovery (Clawback) Policy adopted in accordance with SEC Rule 10D-1 and NASDAQ Listing Rule 5608. The detailed policy itself is provided as Exhibit 97 to the amendment rather than described within the body text.

Does this Digital Brands Group (DBGI) amendment revise any financial statements or disclosures?

The company states that no other information from the original Form 10-K has been modified or updated. The original filing continues to speak as of its filing date, and this amendment should be read together with that report and other SEC filings.

How many Digital Brands Group (DBGI) shares were outstanding around this amendment?

As of April 15, 2026, Digital Brands Group had 16,629,371 shares of common stock, par value $0.0001 per share, issued and outstanding. This share count is disclosed in the amendment as context, not as a new securities issuance.

What was the non-affiliate market value of Digital Brands Group (DBGI) common stock?

As of June 30, 2025, the aggregate market value of Digital Brands Group common stock held by non-affiliates was approximately $40,197,117. This figure is based on the closing price of the company’s common stock on that date.