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Destination XL Group (DXLG) awards Mesdag 64,307 deferred stock units

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MESDAG WILLEM reported acquisition or exercise transactions in this Form 4 filing.

DESTINATION XL GROUP director and greater-than-10% owner Willem Mesdag received a grant of 64,307 Deferred Stock Units (DSUs) on August 3, 2026, as compensation for his board retainer and committee chair fees under the Company’s Director Plan. Each DSU equals one share of common stock and was valued at $0.5637 per unit, based on the July 31, 2026 closing price. These DSUs are payable upon Mesdag’s separation from service or earlier upon death, disability, or a change in control. After this grant, he holds 765,111 DSUs, and entities associated with him report 2,593,758 common shares, for which he disclaims beneficial ownership except to the extent of his pecuniary interest.

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Insider MESDAG WILLEM
Role Director, 10% Owner
Type Security Shares Price Value
Grant/Award Deferred Stock Units F2, F3, F4, F5 64,307 $0.00 $0.00
holding Common Stock, $0.01 par value F1 -- -- --
Holdings After Transaction: Deferred Stock Units — 765,111 shares (Direct); Common Stock, $0.01 par value — 2,593,758 shares (Direct)
Footnotes (5)
  1. F1. The Reporting Person's ownership includes (i) 420,286 shares held by the Mesdag Family Limited Partnership, (ii) 97,529 shares held by the Mesdag Family Foundation, (iii), 44,746 shares held by the 2012 Mesdag Trust, (iv) 1,763,373 shares held by Red Mountain Capital Partners LLC, and (v) 267,824 shares held by Red Mountain Capital Management, Inc. The Reporting Person is the president, sole executive officer, sole director and sole shareholder of Red Mountain Capital Management, Inc. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. The filing system would not permit the filer to report his ownership as indirect.
  2. F2. Deferred Stock Units (DSUs) issued pursuant to the Director's elected form of compensation for quarterly annual retainer and committee chairperson fee.
  3. F3. The per share value is determined by the closing price of the Company's common stock on July 31, 2026.
  4. F4. Each DSU is credited to the Reporting Person under the Company's Director Plan (the "Director Plan"). Each DSU represents ownership equivalent to one share of the Company's common stock.
  5. F5. The DSUs credited under the Director Plan are payable in the form elected or provided under the Director Plan on the earlier of (i) the Reporting Person's date of separation of service, or (ii) upon death, disability or change in control as defined in the Director Plan.
Deferred stock units granted 64,307 units DSU grant to director Willem Mesdag on August 3, 2026
Per-share DSU value $0.5637 per DSU Determined by closing price of common stock on July 31, 2026
DSU holdings after grant 765,111 units Total deferred stock units credited to Mesdag after this award
Common shares reported 2,593,758 shares Common stock held by entities associated with Mesdag as of August 3, 2026
Mesdag Family Limited Partnership holdings 420,286 shares Part of the common stock position reported in Mesdag’s ownership
Mesdag Family Foundation holdings 97,529 shares Part of the common stock position reported in Mesdag’s ownership
Red Mountain Capital Partners LLC holdings 1,763,373 shares Included in reported holdings; Mesdag is president and sole executive officer of Red Mountain Capital Management, Inc.
Red Mountain Capital Management, Inc. holdings 267,824 shares Included within entities’ reported common stock; Mesdag disclaims beneficial ownership beyond pecuniary interest
Deferred Stock Units (DSUs) financial
"Deferred Stock Units (DSUs) issued pursuant to the Director's elected form"
Deferred stock units (DSUs) are a form of long-term pay that promises an employee or director future company shares or cash equal to the share value at a later date, usually after leaving the company or at a set vesting time. Think of them as a delayed paycheck tied to the stock: they align recipients’ interests with long-term share performance and matter to investors because they create potential future dilution and signal how management is rewarded and incentivized.
Director Plan financial
"Each DSU is credited to the Reporting Person under the Company's Director Plan"
change in control regulatory
"upon death, disability or change in control as defined in the Director Plan"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
pecuniary interest financial
"disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest"

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FAQ

What insider award did Willem Mesdag report in Destination XL (DXLG) Form 4?

Willem Mesdag reported receiving 64,307 Deferred Stock Units (DSUs) on August 3, 2026, as part of his director and committee chair compensation. Each DSU represents one share of Destination XL common stock under the Company’s Director Plan.

How were the Destination XL (DXLG) DSUs granted to Willem Mesdag valued?

The 64,307 DSUs granted to Willem Mesdag were valued at $0.5637 per unit. According to the disclosure, this per-share value was determined using the closing price of Destination XL’s common stock on July 31, 2026.

When will Willem Mesdag’s Destination XL (DXLG) Deferred Stock Units be paid out?

Mesdag’s DSUs are payable under the Director Plan on the earlier of his separation from service or upon death, disability, or a change in control as defined in the plan. Until then, they remain as deferred stock unit credits.

How many Destination XL (DXLG) DSUs does Willem Mesdag hold after this grant?

Following the August 3, 2026 grant, Willem Mesdag holds a total of 765,111 Deferred Stock Units. Each DSU represents ownership equivalent to one share of Destination XL’s common stock under the Company’s Director Plan.

Which entities hold Destination XL (DXLG) shares tied to Willem Mesdag’s reporting?

Reported holdings include 420,286 shares by Mesdag Family Limited Partnership, 97,529 by Mesdag Family Foundation, 44,746 by the 2012 Mesdag Trust, 1,763,373 by Red Mountain Capital Partners LLC, and 267,824 by Red Mountain Capital Management, Inc.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
MESDAG WILLEM

(Last)(First)(Middle)
C/O RED MOUNTAIN CAPITAL MANAGEMENT, INC
10100 SANTA MONICA BOULEVARD, SUITE 925

(Street)
LOS ANGELES CALIFORNIA 90067

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
DESTINATION XL GROUP, INC. [ DXLG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 par value2,593,758D(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Stock Units(2)$0.5637(3)08/03/2026A64,307(4) (5) (5)Common Stock64,307$0765,111D
Explanation of Responses:
1. The Reporting Person's ownership includes (i) 420,286 shares held by the Mesdag Family Limited Partnership, (ii) 97,529 shares held by the Mesdag Family Foundation, (iii), 44,746 shares held by the 2012 Mesdag Trust, (iv) 1,763,373 shares held by Red Mountain Capital Partners LLC, and (v) 267,824 shares held by Red Mountain Capital Management, Inc. The Reporting Person is the president, sole executive officer, sole director and sole shareholder of Red Mountain Capital Management, Inc. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. The filing system would not permit the filer to report his ownership as indirect.
2. Deferred Stock Units (DSUs) issued pursuant to the Director's elected form of compensation for quarterly annual retainer and committee chairperson fee.
3. The per share value is determined by the closing price of the Company's common stock on July 31, 2026.
4. Each DSU is credited to the Reporting Person under the Company's Director Plan (the "Director Plan"). Each DSU represents ownership equivalent to one share of the Company's common stock.
5. The DSUs credited under the Director Plan are payable in the form elected or provided under the Director Plan on the earlier of (i) the Reporting Person's date of separation of service, or (ii) upon death, disability or change in control as defined in the Director Plan.
Willem Mesdag (on behalf of himself and the Other Reporting Persons)08/05/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)