Destination XL insider Surette converts 37,636 RSUs, retains 120,133 shares

Rhea-AI Filing Summary

Allison Surette, Chief Merchandising Officer of Destination XL Group, Inc. (DXLG), reported transactions on Form 4 dated 08/31/2025. The filing shows 37,636 restricted stock units (RSUs) treated as acquired under a performance-based grant and converting one-for-one into common stock. The filing also shows 11,047 shares withheld to satisfy tax withholding on the vesting, resulting in 120,133 shares beneficially owned following the transactions. The RSUs were granted April 15, 2025, under the 2022-2024 Long-Term Incentive Plan.

Positive

• 37,636 performance-based RSUs converted one-for-one into common stock, indicating compensation alignment with shareholder equity
• Transaction properly disclosed on Form 4 with grant date and plan identified (2022-2024 Long-Term Incentive Plan)

Negative

• 11,047 shares withheld for taxes, reducing the net number of newly issued shares remaining with the reporting person

Insights

Financial Analyst

TL;DR: Insider received a sizable performance-based RSU grant converting to 37,636 shares, with 11,047 shares withheld for taxes, leaving 120,133 shares owned.

The filing documents a material equity grant delivered as performance RSUs that vested or were deemed acquired on 08/31/2025 and convert one-for-one into common stock. The tax-withholding disposition (11,047 shares) is standard practice and does not indicate sale proceeds or secondary market activity. The post-transaction beneficial ownership of 120,133 shares is explicitly reported; the filing does not disclose prior ownership levels beyond the immediate pre/post amounts shown.

Corporate Governance Expert

TL;DR: Compensation governance appears routine: performance RSUs granted under a named plan and documented consistent with Section 16 reporting.

The RSUs are described as performance-based, granted under the 2022-2024 Long-Term Incentive Plan and documented on Form 4 with the requisite conversion and withholding details. The report includes the issuer, title, and clear explanation of withholding for taxes. No departures, option exercises for cash, or unusual transfers are disclosed.

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

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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^*

Surette Allison

(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 Merchandising 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		37,636	A	(1)	131,180	D
Common Stock, $0.01 par value	08/31/2025		F		11,047(2)	D	$1.29	120,133	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			37,636	(3)	(3)	Common Stock	37,636	$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.

	Allison Surette	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Allison Surette report on the Form 4 for DXLG?

The Form 4 reports acquisition of 37,636 restricted stock units (RSUs) that convert one-for-one into common stock and 11,047 shares withheld for taxes, leaving 120,133 shares beneficially owned.

When were the reported RSUs granted and when did the transactions occur?

The RSUs were granted on April 15, 2025 under the 2022-2024 Long-Term Incentive Plan and the reported transactions are dated 08/31/2025.

What was the price listed on the Form 4 for the withheld shares?

The Form 4 shows the withholding transaction code with an indicated price of $1.29 for the 11,047 shares withheld.

What is the reporting person’s title and relationship to DXLG?

Allison Surette is reported as Chief Merchandising Officer and an officer of Destination XL Group, Inc.

Under which plan were the performance RSUs granted?

The RSUs were granted under the company’s 2022-2024 Long-Term Incentive Plan.