Digital Brands Group (DBGI) notifies SEC of late Form 10-Q filing

Rhea-AI Filing Summary

Digital Brands Group, Inc. notifies the SEC that its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 will be filed late under Rule 12b-25 because additional time was required to obtain and compile certain information. The company expects to file within the five calendar day extension period.

Insights

Corporate Compliance Officer

Routine late‑filing notice citing additional time to compile required information.

The filing states the Form 10-Q for the quarter ended March 31, 2026 will be delayed under Rule 12b-25 because the company required extra time to obtain and compile certain information. The company expects to use the five‑calendar‑day extension available for quarterly reports.

Key dependencies include completion of the outstanding information compilation and any accountant exhibits required by Rule 12b-25(c). Subsequent filings will confirm timeliness and the reported results.

Key Figures

Quarter end: March 31, 2026 Extension period: five calendar days Notice date: May 15, 2026 +1 more

4 metrics

Quarter end March 31, 2026 Quarter covered by the delayed Form 10-Q

Extension period five calendar days Extension the company expects to use under Rule 12b-25 for quarterly reports

Notice date May 15, 2026 Date the Rule 12b-25 notification was signed

Contact phone (209) 651-0172 Telephone number listed on the notice

Key Terms

Rule 12b-25, Form 10-Q, five calendar day extension

3 terms

Rule 12b-25 regulatory

"The filing by Digital Brands Group, Inc. of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 will be delayed"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q regulatory

"The filing by Digital Brands Group, Inc. of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

five calendar day extension regulatory

"The Company expects to file the Quarterly Report within the five calendar day extension period"

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0058
Washington, D.C. 20549	Expires: September 30, 2028
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FORM 12b-25
	001-40400
NOTIFICATION OF LATE FILING	SEC FILE NUMBER

(Check one):		☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
		For Period Ended:	March 31, 2026
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		☐ Transition Report on Form N-SAR
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

DIGITAL BRANDS GROUP, INC.

Full Name of Registrant

N/A

Former Name if Applicable

1400 Lavaca Street

Address of Principal Executive Office (Street and Number)

Austin, TX 78701

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
☒	(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The filing by Digital Brands Group, Inc. (the “Company”) of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Quarterly Report”) will be delayed due to the additional time that was required to obtain and compile certain information required to be included in the Quarterly Report, which delay could not be eliminated by the Company without unreasonable effort and expense. The Company expects to file the Quarterly Report within the five calendar day extension period.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

John Hilburn Davis IV		(209)		651-0172
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes ☒ No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes ☐ No ☒
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

DIGITAL BRANDS GROUP, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 15, 2026	By:	/s/ John Hilburn Davis IV
	Name:	John Hilburn Davis IV
	Title:	President and Chief Executive Officer

FAQ

Why did DBGI file a Rule 12b-25 notification?

The company cites extra time needed to obtain and compile certain information required for the Form 10-Q. This delay prevents filing by the prescribed due date and triggers Rule 12b-25 relief.

When will DBGI file the delayed Form 10-Q?

Digital Brands Group expects to file the Quarterly Report within the five calendar day extension period. The notification states the company plans to use the five‑day quarterly extension under Rule 12b-25.

What period does the delayed Form 10-Q cover for DBGI?

The delayed Quarterly Report covers the quarter ended March 31, 2026. That period is named directly in the Rule 12b-25 notification executed May 15, 2026.

Has DBGI indicated materially different results for the period?

No. The notification answers that significant changes in results are not indicated; the company checked the relevant box and did not attach an explanatory change disclosure.

Who signed the Rule 12b-25 notice for DBGI?

The notice is signed by John Hilburn Davis, President and Chief Executive Officer, and dated May 15, 2026, as shown on the form.