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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 12, 2026
Digital
Brands Group, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40400 |
|
46-1942864 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
Number) |
1400
Lavaca Street, Austin, TX 78701
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: (212) 524-6860
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
DBGI |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item
7.01 |
Regulation
FD Disclosure. |
On
May 12, 2026, Digital Brands Group, Inc. (the “Company”) issued a press release announcing guidance for its 2026 fiscal year.
The Company announced that it anticipates its 2026 fiscal year revenue to be in the range of $55 million to $65 million and free cash
flow to be in the range of $2.5 million to $3.5 million. A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
The
information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor incorporated by reference in any filing under the
Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release dated May 12, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
DIGITAL
BRANDS GROUP, INC. |
| |
|
|
| Date:
May 18, 2026 |
By: |
/s/
John Hilburn Davis IV |
| |
Name: |
John
Hilburn Davis IV |
| |
Title: |
President
and Chief Executive Officer |
Exhibit
99.1
Digital
Brands Group Announces Guidance for Full-Year 2026 Revenue of $55 to $65 Million and Free Cash Flow of $2.5 to $3.5 Million
Additionally,
DBG Announces Guidance for Revenue of $100 to $115 Million and Free Cash Flow of $10 to $12 Million For the Period of July 1, 2026 Through
June 30, 2027
Austin,
Texas – May 12, 2026 – Digital Brands Group, Inc. (“DBG” or the “Company”) (NASDAQ: DBGI),
a publicly traded company specializing in apparel and e-commerce, today announced that it forecasts 2026 revenue of $55 to $65 million
and free cash flow of $2.5 to $3.5 million.
Additionally,
DBGI announces forecasted revenue of $100 to $115 million and free cash flow of $10 to $12 million for the period of July 1, 2026 through
June 30, 2027.
The
Company believes that the increase in the collegiate licensing program creates a meaningful increase in its monthly revenues that tie
to the school calendar, which starts with Tik Tok rush in August 2026. This is why the Company is providing its revenue and cash flow
forecast over this period.
The
revenue and cash flow are driven by the Company’s collegiate licensing program, and the apparel licensing program through its previously
announced agreement with Global Combat Collective (“GCC”) supporting existing U.S. program deliveries.
As
the Company has detailed in prior announcements, the collegiate licensing program continues to increase every month from two in December
of 2025 to sixteen at the end of April 2026.
The
Company plans to cap the number of universities it will partner with to no more than thirty universities to ensure that it can provide
deep level NIL integration and product execution.
The
Company believes that by partnering with major influencers like Katie Feeney and creating monthly product drops around major football
home games or special sporting events, it will create compelling apparel stories that give back to the university’s NIL, especially
female student athletes.
The
Company plans to announce several other influencer partnerships throughout the year. The Company has seen the success of several brands
successfully driving revenue and cash flow by partnering with major influencers and celebrities.
“We
are excited to continue to add more universities to our NIL strategic initiative, which we believe clearly shows the success and traction
we are creating for student athletes, students, alumni and universities,” said Hil Davis, the Chief Executive Officer of Digital
Brands Group.
Davis
continued, “we have evolved our business model significantly based on where the Company can create a significant quality to value
customer value proposition, whether that be collegiate licensing or institutional apparel programs. We believe the largest retailers
and brands in the world create this value proposition, which creates meaningful long term shareholder value.”
As
announced last week, the Company has executed an apparel licensing program through GCC supporting existing U.S. program deliveries up
to $125 million in potential aggregate contract value. GCC acts as a licensed commercial channel partner supporting product delivery
opportunities associated with existing U.S. program frameworks.
The
Company expects to receive the first purchase orders no later than June this year.
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 level of consumer demand for apparel and accessories; 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; 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.
