[8-K] Digital Brands Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Digital Brands Group, Inc. (DBGI) entered into a 3-year exclusive private label manufacturing agreement with The Grove Collective, which markets name, image, and likeness (NIL) rights for University of Mississippi student-athletes. DBGI will manufacture specific knit apparel products that The Grove Collective will sell online and potentially in Mississippi retail locations. DBGI has broad discretion over design and development and agreed to use its best efforts to invest approximately $500,000 per year for 3 years into student-athlete funds directed by The Grove Collective and to spend $500,000 per year on digital advertising, influencer marketing, and related costs. As consideration for the 3-year term, DBGI will issue The Grove Collective $3,000,000 of common stock, with any one-year extensions compensated by an additional $1,000,000 in stock per extension, priced using the 5-day VWAP before issuance. For the first 15 months, if DBGI’s share price declines, DBGI will make The Grove Collective whole with additional shares or cash, and DBGI plans to register the resale of these shares by January 2, 2026, while proxy voting rights for the shares are assigned to DBGI’s CEO.

Insights

Equity and corporate finance analyst

DBGI trades $3M in stock and multi-year spending for an exclusive NIL apparel partnership.

Digital Brands Group has committed to an exclusive 3-year manufacturing arrangement with The Grove Collective focused on University of Mississippi NIL-branded knit apparel. The economic package combines equity and operating commitments: approximately $500,000 per year for three years directed to student-athlete funds and another $500,000 per year for digital and influencer marketing, alongside $3,000,000 of common stock as consideration for the initial term.

The stock component is priced off a 5-day VWAP before issuance, and a 15-month protection feature requires DBGI to issue additional shares or pay cash if the share price falls, which can increase dilution or cash outflows. Any one-year renewal adds another $1,000,000 in stock. DBGI also agreed to file a resale registration by January 2, 2026, which may facilitate liquidity for The Grove Collective.

Voting rights for all shares are assigned by proxy to DBGI’s CEO, John Hilburn Davis IV, consolidating voting control over this equity block despite ownership resting with The Grove Collective. Future disclosures in company filings may detail how sales volumes, marketing effectiveness, and any renewal decisions under this agreement affect DBGI’s revenue mix and equity base.

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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): November 19, 2025

DIGITAL BRANDS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40400		46-1942864
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1400 Lavaca Street, Austin, TX 78701

(Address of principal executive offices) (Zip Code)

(209) 651-0172

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 1.01. Entry into a Material Definitive Agreement.

On November 19, 2025, Digital Brands Group, Inc. (the “Company” or “DBGI”), entered into that certain Exclusive Private Label Manufacturing Agreement (the “Agreement”) with The Grove Collective, LLC, a Mississippi limited liability company (“Client”). Client is acting as the name, image, and likeness (“NIL”) marketing agent for student-athletes attending the University of Mississippi (the “University”). Pursuant to the terms of the Agreement, Client has engaged the Company to manufacture private label knit apparel products for the University as set forth in the Agreement, but excluding any and all jerseys, polo shirts, collared shirts, quarter zips, and t-shirts or sweatshirts featuring the NIL, or trademark owned by a student-athlete or any game-related or team-related content (collectively, the “Exclusive Apparel Products”). Such Exclusive Apparel Products, manufactured exclusively by the Company, are to be sold directly by Client through its website (www.thegrovecollective.com) or any future brick and mortar locations in Mississippi.

The Company has general discretion to develop designs, technical specifications, and prototypes for the Exclusive Apparel Products and has agreed to use its best efforts to (i) invest approximately $500,000 per year, for 3 years, to the specific student-athlete funds as directed by Client, and (ii) spend, at the Company’s direction, $500,000 per year on digital ad spend, influencer marketing, and related expenses.

The Agreement is for a term of 3-years (the “Term”), with the option to renew for successive one-year terms, and during the Term, Client has agreed to only engage the Company to produce the Exclusive Apparel Products. In exchange, the Company agreed to issue Client $3,000,000 worth of the Company’s common stock, par value $0.001 per share (the “Common Stock”), representing the consideration payable by the Company to Client for the 3-year Term of the Agreement (all shares issued to client pursuant to the Agreement, the “Shares”). In the event the Term is extended, the Company shall issue Client an additional $1,000,000 of Common Stock for each such one-year extension. The number of Shares issued shall is based on the volume-weighted average price (“VWAP”) of the Common Stock for the 5-day period ending one day prior to the date of issuance. The Agreement also provides that, for the first 15-months of the Term, if the trading price of the Common Stock declines, the Company will either issue additional Shares, or pay cash, to Client to make up such difference.

The Company agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the resale of Shares by January 2, 2026. Pursuant to the Agreement, Client assigned all of its voting interests with respect to all Shares via proxy to John Hilburn Davis IV, the Company’s President and Chief Executive Officer.

The Agreement contains certain covenants, representations, warranties, and conditions customary for an agreement of this type. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Exclusive Private Label Manufacturing Agreement, dated November 19, 2025, by and between Digital Brands Group, Inc. and The Grove Collective, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DIGITAL BRANDS GROUP, INC.
Dated: November 25, 2025	By:	/s/ John Hilburn Davis IV
	Name:	John Hilburn Davis IV
	Title:	President and Chief Executive Officer

FAQ

What agreement did Digital Brands Group (DBGI) announce with The Grove Collective?

Digital Brands Group entered into a 3-year Exclusive Private Label Manufacturing Agreement with The Grove Collective to manufacture private label knit apparel products associated with University of Mississippi student-athletes.

How much stock is Digital Brands Group issuing under the NIL apparel agreement?

Digital Brands Group agreed to issue The Grove Collective $3,000,000 of common stock as consideration for the initial 3-year term, with any one-year extension triggering an additional $1,000,000 in common stock.

What annual cash-related commitments did DBGI make in the Grove Collective deal?

DBGI agreed to use its best efforts to invest approximately $500,000 per year for three years into student-athlete funds designated by The Grove Collective and to spend $500,000 per year on digital advertising, influencer marketing, and related expenses.

How will the number of DBGI shares issued to The Grove Collective be determined?

The number of shares issued will be based on the 5-day volume-weighted average price (VWAP) of DBGI common stock ending one day before each issuance date.

Does The Grove Collective receive any price protection on DBGI shares?

Yes. For the first 15 months of the term, if DBGI’s trading price declines, the company will either issue additional shares or pay cash to The Grove Collective to make up the difference.

When will DBGI register the resale of shares issued to The Grove Collective?

Digital Brands Group agreed to file a registration statement with the SEC to cover the resale of the shares by January 2, 2026.

Who controls the voting rights of the DBGI shares issued to The Grove Collective?

Under the agreement, The Grove Collective assigned all voting interests for the shares to John Hilburn Davis IV, DBGI’s President and Chief Executive Officer, via proxy.