Warrant exercise deal brings $1.54M to Digital Brands Group (DBGI)

Q: How much cash did DBGI receive from the warrant exercises?

DBGI received aggregate proceeds of approximately $1.54 million from holders exercising 2,365,968 existing warrants at an exercise price of $0.66 per share. This transaction brings immediate cash to the company while replacing near-term expiring warrants with new ones extending to June 17, 2026.

Q: What are the key terms of Digital Brands Group’s new warrants?

The new warrants allow holders to purchase up to 9,634,032 DBGI common shares at $0.66 per share by June 17, 2026 . They are substantially similar to the prior warrants except for the later expiration, and may be issued as pre-funded warrants if a 4.99% ownership cap is exceeded.

Q: What ownership limitation applies to DBGI’s new warrant holders?

The agreements include a 4.99% beneficial ownership blocker . If issuing new warrants would push a holder above this threshold of DBGI’s outstanding common stock, the holder instead receives pre-funded warrants for the excess, helping keep reported ownership below the cap while preserving economic exposure.

Q: What corporate governance change did DBGI report with the Series D stock?

In connection with its reincorporation to Nevada effective December 29, 2025 , DBGI filed a Certificate of Designations for its Series D Convertible Preferred Stock on February 13, 2026 . This filing defines the preferences, rights, and designations for that preferred series under Nevada law.

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Rhea-AI Filing Summary

Digital Brands Group, Inc. entered into agreements with existing warrant holders that immediately raised approximately $1.54 million in cash through the exercise of 2,365,968 existing warrants at $0.66 per share. In return, the company granted new warrants allowing holders to buy up to 9,634,032 additional shares at the same exercise price by June 17, 2026, with a 4.99% ownership cap triggering pre-funded warrants instead. The company plans to register the resale of shares issuable from these new securities on a Form S-3 to be filed by February 27, 2026. Separately, following its recent reincorporation to Nevada effective December 29, 2025, the company filed a Certificate of Designations for its Series D Convertible Preferred Stock.

Insights

DBG raises $1.54M via warrant inducement and extends equity overhang.

Digital Brands Group secured about $1.54M in cash by inducing holders to exercise 2,365,968 existing warrants at $0.66 per share that were close to expiry. In exchange, it issued new warrants for up to 9,634,032 shares with the same exercise price but a later expiration in June 2026.

This structure keeps potential dilution in place but pushes it further out in time, while immediately adding cash to the balance sheet. A 4.99% beneficial ownership blocker, with pre-funded warrants as an alternative, limits any single holder’s reported ownership level but not the overall overhang.

The company also committed to file a Form S-3 by February 27, 2026 to register resale of shares underlying the new securities, which may facilitate secondary market sales once effective. Investors can track future filings for details on the Series D Convertible Preferred Stock terms and any subsequent warrant exercises.

02/17/2026 - 05:05 PM

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): February 13, 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)

(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 February 16, 2026, Digital Brands Group, Inc. (the “Company”), entered into those certain letter agreements (collectively, the “Agreement”) with certain existing holders (the “Holders”) of Common Share Purchase Warrants (the “Existing Warrants”) previously issued by the Company to the Holders in an offering pursuant to that certain Registration Statement Form S-1, which was declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on February 11, 2025 (File No.: 333-284508) (the “Existing Registration Statement”). The Existing Warrants expire by their terms on February 17, 2026, and have an exercise price of $0.66 per share. As of immediately prior to entering into the Agreement, the Holders collectively held 12,000,000 Existing Warrants.

Pursuant to the Agreement, the Holders’ collectively agreed to exercise (i) upon entry into the Agreement, 2,365,968 of the Existing Warrants at an exercise price of $0.66 per share upon entry into the Agreement and (ii) on or prior to June 17, 2026, 9,634,032 New Warrants (as defined below) at an exercise price of $0.66 per share. The Holders exercised of an aggregate amount of 2,365,968 Existing Warrants resulted in aggregate proceeds to the Company of approximately $1.54 million.

In consideration for the Holders’ agreement to exercise and exchange certain Existing Warrants as set forth in the Agreement, the Company agreed to issue to the Holders new Common Share Purchase Warrants (the “New Warrants”), which New Warrants upon entitle the Holders’ thereof to purchase up 9,634,032 shares of the Company’s common stock (the “Common Stock”) by June 17, 2026 at an exercise price of $0.66 per share. Except for the expiration date, the New Warrants are substantially similar to the Existing Warrants in all material respects and in substantially the form attached as Annex B to the Agreement. Pursuant to the Agreement, to the extent the issuance of New Warrants would cause a Holder to beneficially own in excess of 4.99% (the “Blocker”) of the issued and outstanding shares of Common Stock, the Holder will, in lieu of New Warrants, receive new Pre-Funded Common Share Purchase Warrants (the “New Pre-Funded Warrants” and together with the New Warrants, the “New Securities”), exercisable for Holder to acquire the amount of shares of Common Stock that would otherwise be issued to Holder pursuant to New Warrants but for the Blocker as directed by the Holder.

In addition, the Company agreed to register the shares of Common Stock issuable upon conversion of the New Securities (the “New Warrant Shares”) for resale pursuant to a Registration Statement on Form S-3, which is to be initially filed by the Company by February 27, 2026 (the “New Registration Statement”). The New Securities and New Warrant Shares will be issued to the Holders as restricted securities with appropriate restrictive legends and will not be available for resale by the Holders unless and until the New Registration Statement is declared effective by the Commission or the New Warrant Shares are available for resale by the Holder to an applicable exemption. The shares of Common Stock issuable to the Holders upon exercise of the Existing Warrants will remain available for resale pursuant to the Existing Registration Statement.

The Agreement provides customary representations, warranties, and covenants of the Company and the Holders. The foregoing description of the Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the form of Agreement, which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K (this “Current Report”) with regard to the offer and sale of the New Securities pursuant to the Agreement is incorporated herein by reference. The New Securities, including the New Warrant Shares issuable upon exercise of the New Securities, issued and sold under the Agreement as described in Item 1.01 of this Current Report were offered and sold by the Company in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.03 Amendments to Articles of Incorporation or Bylaws’ Change in Fiscal Year.

In connection with the Company’s reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”), which Reincorporation became effective on December 29, 2025, on February 13, 2026, the Company filed that certain Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock (the “Series D COD”) with the Nevada Secretary of State. The foregoing description of the Series D COD does not purport to be a complete description and is qualified in its entirety by reference to the Series D COD, which is filed herewith as Exhibit 3.1 and is incorporated by reference into this Item 3.03.

Item 7.01 Regulation FD Disclosure.

On February 17, 2026, the Company issued a press release announcing Agreement.

The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information included in this Current Report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock
10.1		Form of Letter Agreement
99.1		Press Release
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: February 17, 2026	By:	/s/ John Hilburn Davis IV
	Name:	John Hilburn Davis IV
	Title:	President and Chief Executive Officer

Exhibit 99.1

DBGI Announces Extension of Warrant Exercise Period

Austin, Texas – February 17, 2026 – 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Digital Brands Group (DBGI) announce in its latest 8-K?

Digital Brands Group entered agreements with existing warrant holders, raising about $1.54 million from the exercise of 2,365,968 warrants at $0.66 per share, and issued new warrants expiring June 17, 2026, while planning a Form S-3 resale registration.

How much cash did DBGI receive from the warrant exercises?

DBGI received aggregate proceeds of approximately $1.54 million from holders exercising 2,365,968 existing warrants at an exercise price of $0.66 per share. This transaction brings immediate cash to the company while replacing near-term expiring warrants with new ones extending to June 17, 2026.

What are the key terms of Digital Brands Group’s new warrants?

The new warrants allow holders to purchase up to 9,634,032 DBGI common shares at $0.66 per share by June 17, 2026. They are substantially similar to the prior warrants except for the later expiration, and may be issued as pre-funded warrants if a 4.99% ownership cap is exceeded.

How will DBGI handle registration of shares from the new securities?

Digital Brands Group agreed to register the shares issuable from the new warrants and pre-funded warrants on a Form S-3 resale registration statement. The company plans to initially file this registration statement by February 27, 2026, after which sales can occur once it is declared effective.

What ownership limitation applies to DBGI’s new warrant holders?

The agreements include a 4.99% beneficial ownership blocker. If issuing new warrants would push a holder above this threshold of DBGI’s outstanding common stock, the holder instead receives pre-funded warrants for the excess, helping keep reported ownership below the cap while preserving economic exposure.

What corporate governance change did DBGI report with the Series D stock?

In connection with its reincorporation to Nevada effective December 29, 2025, DBGI filed a Certificate of Designations for its Series D Convertible Preferred Stock on February 13, 2026. This filing defines the preferences, rights, and designations for that preferred series under Nevada law.

Do existing warrant holders retain resale rights under the prior registration?

Yes. DBGI stated that shares of common stock issuable upon exercise of the existing warrants remain available for resale under the prior Form S-1 registration statement declared effective on February 11, 2025. This keeps previously registered resale capacity in place alongside the new arrangements.

Warrant exercise deal brings $1.54M to Digital Brands Group (DBGI)

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FAQ

What did Digital Brands Group (DBGI) announce in its latest 8-K?

How much cash did DBGI receive from the warrant exercises?

What are the key terms of Digital Brands Group’s new warrants?

How will DBGI handle registration of shares from the new securities?

What ownership limitation applies to DBGI’s new warrant holders?

What corporate governance change did DBGI report with the Series D stock?

Do existing warrant holders retain resale rights under the prior registration?

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Warrant exercise deal brings $1.54M to Digital Brands Group (DBGI)

Rhea-AI Filing Summary

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Capital structure and securities analyst neutral

FAQ

What did Digital Brands Group (DBGI) announce in its latest 8-K?

How much cash did DBGI receive from the warrant exercises?

What are the key terms of Digital Brands Group’s new warrants?

How will DBGI handle registration of shares from the new securities?

What ownership limitation applies to DBGI’s new warrant holders?

What corporate governance change did DBGI report with the Series D stock?

Do existing warrant holders retain resale rights under the prior registration?

Filing Exhibits & Attachments

Press Releases

Agreements & Contracts

Other Documents

NASDAQ:DBGI

DBGI Rankings

DBGI Latest News

DBGI Latest SEC Filings

DBGI Stock Data