Digital Brands Group (NASDAQ: DBGI) plans 1-for-40 reverse stock split for Nasdaq bid price
Rhea-AI Filing Summary
Digital Brands Group, Inc. approved a 1-for-40 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on July 24, 2026, to raise its share price and help manage compliance with Nasdaq Listing Rule 5550(a)(2) on the $1.00 minimum bid price.
The split will reduce outstanding common shares from approximately 23 million to approximately 575,000 and cut authorized common shares from 1,000,000,000 to 25,000,000, while keeping par value at $0.0001. Equity awards, warrants and convertible preferred stock will be adjusted proportionately, fractional shares will be rounded up to the nearest whole share, Clear Trust LLC will act as transfer and exchange agent, and post-split shares will trade on Nasdaq under ticker DBGI with new CUSIP 25401N 606.
Positive
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Filing Explained
The company has moved the 1-for-40 reverse split beyond board approval by filing the Certificate of Change on
8-K Event Classification
4 items: 3.03, 5.03, 8.01, 9.01
4 items
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Reverse split ratio: 1-for-40
Authorized common stock before split: 1,000,000,000 shares
Authorized common stock after split: 25,000,000 shares
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7 metrics
Reverse split ratio
1-for-40
Ratio for common stock reverse split approved by the board
Authorized common stock before split
1,000,000,000 shares
Common stock authorized prior to the reverse stock split
Authorized common stock after split
25,000,000 shares
Common stock authorized following the reverse stock split
Outstanding shares before split
approximately 23,000,000 shares
Approximate common shares outstanding before the reverse stock split
Outstanding shares after split
approximately 575,000 shares
Approximate common shares outstanding after the reverse stock split
Effective date and time
July 24, 2026, 12:01 a.m. Eastern Time
Effective time when the reverse stock split will be implemented
Nasdaq minimum bid price
$1.00 per share
Bid price threshold in Nasdaq Capital Market Listing Rule 5550(a)(2)
Key Terms
Reverse Stock Split, Nasdaq Listing Rule 5550(a)(2), CUSIP, transfer and exchange agent
4 terms
Reverse Stock Split financial
"The board approved a 1-for-40 Reverse Stock Split of common stock."
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Nasdaq Listing Rule 5550(a)(2) regulatory
"Intended to help manage compliance with Nasdaq Listing Rule 5550(a)(2)."
CUSIP financial
"Post-split shares will trade under new CUSIP number 25401N 606."
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
transfer and exchange agent financial
"Clear Trust LLC is acting as transfer and exchange agent for the Reverse Stock Split."
A transfer and exchange agent is a financial service provider that keeps official records of who owns a company’s securities, issues or cancels share certificates, processes ownership transfers, and handles exchanges during corporate actions like mergers or tender offers. For investors it’s important because this agent ensures you receive dividends, vote notices and the correct new securities or cash when ownership changes—think of them as a combination of a registry keeper and transaction facilitator for your holdings.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What reverse stock split did Digital Brands Group (DBGI) approve and when is it effective?
Digital Brands Group approved a 1-for-40 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on July 24, 2026. The shares will begin trading on a split-adjusted basis on Nasdaq that same trading day.
How does the reverse split change authorized common stock for DBGI?
Authorized common stock will decline from 1,000,000,000 shares to 25,000,000 shares as part of the 1-for-40 reverse split. The $0.0001 par value per share of Digital Brands Group’s common stock remains unchanged after the action.
Why is Digital Brands Group (DBGI) implementing the 1-for-40 reverse stock split?
The company states the reverse split is intended to increase the closing bid price of its common stock above $1.00 per share and to help manage continued compliance with The Nasdaq Capital Market Listing Rule 5550(a)(2) minimum bid requirement.
What changes for DBGI’s ticker and CUSIP after the reverse split?
DBGI’s common stock will continue trading on Nasdaq under the existing ticker “DBGI” on a reverse split-adjusted basis. The shares will have a new CUSIP number 25401N 606 once the 1-for-40 reverse split becomes effective on July 24, 2026.