Destination XL officer receives 38,955 performance RSUs; 11,434 withheld for taxes

Rhea-AI Filing Summary

Anthony Gaeta, Chief Stores & RE Officer of Destination XL Group, Inc. (DXLG), reported equity changes from transactions dated 08/31/2025. He was credited with 38,955 performance-based restricted stock units (RSUs) that convert one-for-one into common shares under the 2022-2024 Long-Term Incentive Plan. From those issuable shares, 11,434 shares were withheld to satisfy tax withholding at $1.29 per share, leaving the reporting person with 190,777 shares beneficially owned after the transactions. The filing is signed by Mr. Gaeta on 09/03/2025. All RSUs originated from a grant dated April 15, 2025.

Positive

• Performance-based compensation granted: 38,955 RSUs awarded under the 2022-2024 LTIP, aligning senior pay with company performance
• Clear disclosure: Filing specifies grant date (April 15, 2025), conversion one-for-one to common stock, and post-transaction ownership

Negative

• Tax withholding reduced issued shares: 11,434 shares withheld (at $1.29) from the 38,955 RSUs, lowering net share increase

Insights

Compensation & Equity Analyst

TL;DR: Officer received performance RSUs converting to 38,955 shares; tax withholding reduced net share increase by 11,434 shares.

The filing documents a routine, performance-based equity award under the company's 2022-2024 LTIP that vested or was deemed issued on 08/31/2025 as 38,955 RSUs converting one-for-one into common stock. The withholding of 11,434 shares for taxes at an effective price of $1.29 is an internal compensation settlement mechanism and does not indicate open-market sales. The net increase to beneficial ownership is reflected in the reported post-transaction balance of 190,777 shares. This is standard executive compensation disclosure rather than a liquidity event.

Corporate Governance Specialist

TL;DR: Disclosure shows grant and tax withholding; aligns with governance norms for performance-based equity compensation.

The form shows transparent reporting of a performance-based grant awarded April 15, 2025, and settled via issuance and tax withholding on 08/31/2025. The nature of the award is clearly identified as performance RSUs under the LTIP, and the reporting person properly disclosed the conversion and withholding transactions. There is no indication of unusual timing or related-party transactions in the filing itself.

SEC Form 4

FORM 4

UNITED 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
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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^*

Gaeta Anthony

(Last) (First) (Middle)

C/O DESTINATION XL GROUP, INC.

555 TURNPIKE STREET

(Street)

CANTON MA 02021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DESTINATION XL GROUP, INC. [ DXLG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Stores & RE Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value	08/31/2025		M		38,955	A	(1)	202,211	D
Common Stock, $0.01 par value	08/31/2025		F		11,434(2)	D	$1.29	190,777	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	08/31/2025		M			38,955	(3)	(3)	Common Stock	38,955	$0	0	D

Explanation of Responses:

1. Restricted stock units ("RSU") convert into common stock on a one-for-one basis.

2. Represents shares withheld from shares otherwise issuable upon vesting of RSUs for payment of taxes.

3. Represents RSUs for performance-based compensation granted to the Reporting Person on April 15, 2025 under the 2022-2024 Long-Term Incentive Plan.

	Anthony Gaeta	09/03/2025
	** Signature of Reporting Person	Date
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.

FAQ

What did Anthony Gaeta report on the DXLG Form 4?

He reported 38,955 performance-based RSUs converting to common stock on 08/31/2025 and 11,434 shares withheld for taxes, leaving 190,777 shares beneficially owned.

Are the 38,955 RSUs performance-based or time-based?

They are performance-based RSUs granted on April 15, 2025 under the companys 2022-2024 Long-Term Incentive Plan, per the filing.

Did Gaeta sell any shares according to this filing?

No open-market sale is reported; the 11,434 shares were withheld to satisfy tax withholding obligations, reported under transaction code F.

What is the effective price for the shares withheld for taxes?

$1.29 per share is listed as the price associated with the tax-withheld shares.

What is the reporting person's role at DXLG?

Anthony Gaeta is the Chief Stores & RE Officer and filed this Form 4 as an officer of Destination XL Group, Inc.