Destination XL (DXLG) pushes FBB merger end date past September

Rhea-AI Filing Summary

Destination XL Group, Inc. (DXLG) reported that it has amended its previously announced Agreement and Plan of Merger with Divine Merger Sub I, Inc. and FBB Holdings I, Inc. The amendment, dated August 19, 2026, extends the merger agreement’s end date from September 11, 2026 to October 30, 2026, allowing additional time for the proposed merger to be completed under the existing terms.

DXL has filed a preliminary proxy statement and plans to file a definitive proxy statement regarding the issuance of DXL common stock in the merger, which will be provided to stockholders for their vote. Investors are directed to review the proxy materials and related SEC filings for detailed information about the merger and the interests of DXL’s and FBB’s directors and executive officers in the transaction.

Filing Explained

The August 19 amendment changes the merger agreement’s end date to October 30, 2026, but leaves its other terms in force; the proposed merger and related DXL stock issuance remain subject to the planned stockholder vote, so this filing does not report completion or issuance.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Merger Agreement Date: December 11, 2025 Merger Amendment Date: August 19, 2026 Original Merger End Date: September 11, 2026 +1 more

4 metrics

Merger Agreement Date December 11, 2025 Original Agreement and Plan of Merger among DXL, Divine Merger Sub I, Inc., and FBB Holdings I, Inc.

Merger Amendment Date August 19, 2026 Date of Amendment to Agreement and Plan of Merger extending the end date

Original Merger End Date September 11, 2026 Prior contractual end date under the merger agreement before the amendment

New Merger End Date October 30, 2026 Extended end date under the amended merger agreement

Key Terms

Agreement and Plan of Merger, preliminary proxy statement, definitive proxy statement, participants in the solicitation, +1 more

5 terms

Agreement and Plan of Merger regulatory

"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

preliminary proxy statement regulatory

"DXL has filed a preliminary proxy statement and intends to file a definitive"

A preliminary proxy statement is an advance draft of the information a company will send shareholders before a vote, outlining items like board elections, mergers, executive pay, and shareholder proposals. It matters to investors because it lays out what will be decided, management’s recommendations, and key facts that can affect a company’s direction and stock value — like receiving the agenda and background packet before a town-hall vote.

definitive proxy statement regulatory

"intends to file a definitive proxy statement (the “Proxy Statement”)"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

participants in the solicitation regulatory

"may be deemed to be participants in the solicitation of proxies from"

People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.

Inline XBRL technical

"does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

What merger-related change did DXLG announce in this Form 8-K?

Destination XL Group, Inc. extended the end date of its merger agreement with FBB Holdings I, Inc. from September 11, 2026 to October 30, 2026. All other terms of the merger agreement remain in effect as originally executed.

When was the original merger agreement between DXLG and FBB signed?

The original Agreement and Plan of Merger between DXLG, Divine Merger Sub I, Inc., and FBB Holdings I, Inc. was signed on December 11, 2025. The August 19, 2026 amendment only changes the agreement’s end date, keeping all other provisions in force.

What is the new end date of the DXLG and FBB merger agreement?

The merger agreement’s end date was extended to October 30, 2026. This replaces the prior end date of September 11, 2026, giving the parties additional time to satisfy conditions and complete the proposed merger transaction.

What proxy materials has DXLG filed for the proposed merger (symbol DXLG)?

DXLG has filed a preliminary proxy statement and intends to file a definitive proxy statement regarding issuing DXLG common stock in the merger. These materials will be distributed to stockholders in connection with voting on the proposed transaction.

Where can DXLG investors access documents related to the proposed merger?

Investors can obtain DXLG’s merger-related documents free of charge at www.sec.gov and via DXLG’s investor website at investor.dxl.com, or by writing to Destination XL Group, Inc., Attention: Corporate Secretary, at its Canton, Massachusetts address.

Who may be considered participants in DXLG’s merger proxy solicitation?

DXLG states that it, certain of its directors and executive officers, and FBB and its chief executive officer may be deemed participants in soliciting proxies. Details about their interests are provided in DXLG’s Form 10-K/A and the merger proxy statement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/19/2026 - 05:12 PM Accepted by SEC EDGAR 08/19/2026 - 05:11 PM Learn about SEC filing dates

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k

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): August 19, 2026

DESTINATION XL GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			01-34219	04-2623104
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
555 Turnpike Street
Canton, Massachusetts				02021
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 781 828-9300

(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 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 $0.01 per share		DXLG		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.

Amendment to Agreement and Plan of Merger

As previously disclosed, on December 11, 2025, Destination XL Group, Inc., a Delaware corporation (“DXL”), Divine Merger Sub I, Inc., a Delaware corporation and wholly owned direct subsidiary of DXL (“Merger Sub”), and FBB Holdings I, Inc., a Delaware corporation (“FBB”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). On August 19, 2026, DXL, Merger Sub and FBB entered into Amendment to the Agreement and Plan of Merger (the “Merger Agreement Amendment”), which amends the Merger Agreement to extend the end date from September 11, 2026 to October 30, 2026. Other than as expressly modified pursuant to the Merger Agreement Amendment, the Merger Agreement remains in full force and effect as originally executed on December 11, 2025.

The foregoing description of the Merger Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement Amendment, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

Important Information about the Merger and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed merger (the “Merger”) between DXL and FBB. In connection with the Merger, DXL has filed a preliminary proxy statement and intends to file a definitive proxy statement (the “Proxy Statement”), which will be distributed to the stockholders of DXL in connection with their votes on the issuance of DXL Common Stock in the Merger. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT (AND ANY OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE MERGER AND RELATED MATTERS. Investors and security holders will be able to obtain these documents, and any other documents DXL has filed with the SEC, free of charge at the SEC’s website, www.sec.gov, or by accessing DXL’s website at investor.dxl.com. In addition, documents filed with the SEC by DXL will be available free of charge by writing to DXL at 555 Turnpike Street, Canton, Massachusetts 02021, Attention: Corporate Secretary.

Participants in the Solicitation

DXL and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of DXL in connection with the Merger. Information about DXL’s directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in DXL’s Annual Report on Form 10-K/A, which was filed with the SEC on May 26, 2026, including under the headings “Director Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation,” and “Security Ownership of Management,” and in the Proxy Statement, which was filed with the SEC on July 17, 2026, including under the headings “Merger—Interests of DXL’s Directors and Executive Officers in the Merger,” “DXL’s Executive Compensation,” “Executive Officers and Directors Following the Merger” and “Principal Stockholders of DXL.” To the extent holdings of DXL Common Stock by the directors and executive officers of DXL have changed from the amounts of DXL Common Stock held by such persons as reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3, Statements of Changes in Beneficial Ownership on Form 4 or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5, in each case filed with the SEC, including the Form 4s filed by each of the non-executive directors on August 6, 2025, the Form 4s filed by each of the executive officers on September 3, 2025, the Form 4s filed by each of the non-executive directors on November 5, 2025, the Form 4s filed by each of the non-executive directors on February 4, 2026, the Form 4s filed by each of the executive officers on April 3, 2026, the Form 4s filed by each of the non-executive directors on May 6, 2026, Form 4s filed by each of the non-executive directors on August 5, 2026, Form 4s filed by executive officer and non-employee director on August 14, 2026.

FBB and its chief executive officer may be deemed to be participants in the solicitation of proxies from the stockholders of DXL in connection with the Merger. Information about FBB and its chief executive officer can be found in the Form 8-K filed by DXL with the SEC on December 11, 2025 and in the Proxy Statement filed by DXL with the SEC on July 17, 2026, including under the heading “Executive Officers and Directors Following the Merger.”

Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Proxy Statement regarding the Merger. Free copies of this document may be obtained as described above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
2.1			Amendment to Agreement and Plan of Merger, dated August 19, 2026, by and among Destination XL Group, Inc., Divine Merger Sub I, Inc., and FBB Holdings I, Inc.
104			Cover Page Interactive Data File – The cover page interactive data file does not appear in the interactive data file because its XBRL tags are 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 thereunto duly authorized.

			Destination XL Group, Inc.
Date:	August 19, 2026	By:	/s/ Robert S. Molloy
			Robert S. Molloy General Counsel and Secretary

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-2.1 EX-2.1 33.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 23.4 KB