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Destination XL (DXLG) CEO exercises RSUs, withholds shares to cover tax

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Destination XL Group President and CEO Harvey S. Kanter reported routine equity compensation activity in the form of restricted stock unit (RSU) vesting and conversion into common stock. On April 1, 2026, he exercised RSUs covering a total of 124,210 shares of common stock at a conversion price of $0.00 per share.

Following these RSU conversions, Kanter used 52,603 shares of common stock, valued at $0.51 per share, to satisfy tax obligations, a non‑market “F” code tax-withholding disposition rather than an open‑market sale. After all transactions, he directly owned 801,464 shares of Destination XL Group common stock.

Positive

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Insights

CEO Kanter’s Form 4 shows routine RSU vesting, netting more shares after tax withholding.

Harvey S. Kanter, President and CEO of Destination XL Group, converted multiple tranches of restricted stock units into a total of 124,210 shares of common stock on April 1, 2026. These RSUs stem from time-based awards under the company’s Long-Term Incentive Plans spanning 2022–2027.

To cover tax obligations on the vesting, 52,603 shares were withheld at $0.51 per share, coded as a tax-withholding disposition (F), not an open-market sale. After the transactions, Kanter held 801,464 shares directly, indicating a continued substantial equity position in the company.

Insider KANTER HARVEY S
Role President and CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 17,990 $0.00 --
Exercise Restricted Stock Units 20,572 $0.00 --
Exercise Restricted Stock Units 25,440 $0.00 --
Exercise Restricted Stock Units 60,208 $0.00 --
Exercise Common Stock, $0.01 par value 17,990 $0.00 --
Exercise Common Stock, $0.01 par value 20,572 $0.00 --
Exercise Common Stock, $0.01 par value 25,440 $0.00 --
Exercise Common Stock, $0.01 par value 60,208 $0.00 --
Tax Withholding Common Stock, $0.01 par value 52,603 $0.51 $27K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock, $0.01 par value — 747,847 shares (Direct)
Footnotes (1)
  1. Each RSU, as defined in the Company's 2016 Incentive Compensation Plan, represents a contingent right to receive one share of DXLG common stock. Represents shares withheld from shares otherwise issuable upon vesting of RSUs for payment of taxes. Represents RSUs for the time-based portion of the 2022-2024 Long-Term Inventive Plan awared to the Reporting Person on April 9, 2022. Represents RSUs for the time-based portion of the 2023-2025 Long-Term Inventive Plan awared to the Reporting Person on May 1, 2023. The remaining RSUs vest and become exercisable on April 1, 2027. Represents RSUs for the time-based portion of the 2024-2026 Long-Term Inventive Plan awared to the Reporting Person on April 1, 2024. The remaining RSUs vest and become exercisable on April 1, 2027 and April 1, 2028. Represents RSUs for the time-based portion of the 2025-2027 Long-Term Inventive Plan awared to the Reporting Person on April 1, 2025. The remaining RSUs vest and become exercisable on April 1, 2027, April 1, 2028 and April 1, 2029.
RSU shares converted 124,210 shares Total underlying common shares from RSU exercises on April 1, 2026
Shares withheld for taxes 52,603 shares Common stock withheld to satisfy tax liability at $0.51 per share
Tax withholding price $0.51 per share Value used for tax-withholding disposition of 52,603 shares
Shares owned after transactions 801,464 shares Direct common stock ownership by CEO Harvey S. Kanter after Form 4 events
Single RSU tranche size 60,208 RSUs Largest RSU block converted into common stock on April 1, 2026
Restricted Stock Units financial
"Each RSU, as defined in the Company's 2016 Incentive Compensation Plan, represents a contingent right"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Long-Term Incentive Plan financial
"Represents RSUs for the time-based portion of the 2022-2024 Long-Term Inventive Plan awared"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Exercise or conversion of derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"
2016 Incentive Compensation Plan financial
"Each RSU, as defined in the Company's 2016 Incentive Compensation Plan, represents a contingent right"
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*
KANTER HARVEY S

(Last)(First)(Middle)
C/O DESTINATION XL GROUP, INC.
555 TURNPIKE STREET

(Street)
CANTON MASSACHUSETTS 02021

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
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 value04/01/2026M17,990A(1)747,847D
Common Stock, $0.01 par value04/01/2026M20,572A(1)768,419D
Common Stock, $0.01 par value04/01/2026M25,440A(1)793,859D
Common Stock, $0.01 par value04/01/2026M60,208A(1)854,067D
Common Stock, $0.01 par value04/01/2026F52,603(2)D$0.51801,464D
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
Restricted Stock Units(1)04/01/2026M17,990 (3) (3)Common Stock17,990$00D
Restricted Stock Units(1)04/01/2026M20,572 (4) (4)Common Stock20,572$020,572D
Restricted Stock Units(1)04/01/2026M25,440 (5) (5)Common Stock25,440$050,880D
Restricted Stock Units(1)04/01/2026M60,208 (6) (6)Common Stock60,208$0180,625D
Explanation of Responses:
1. Each RSU, as defined in the Company's 2016 Incentive Compensation Plan, represents a contingent right to receive one share of DXLG common stock.
2. Represents shares withheld from shares otherwise issuable upon vesting of RSUs for payment of taxes.
3. Represents RSUs for the time-based portion of the 2022-2024 Long-Term Inventive Plan awared to the Reporting Person on April 9, 2022.
4. Represents RSUs for the time-based portion of the 2023-2025 Long-Term Inventive Plan awared to the Reporting Person on May 1, 2023. The remaining RSUs vest and become exercisable on April 1, 2027.
5. Represents RSUs for the time-based portion of the 2024-2026 Long-Term Inventive Plan awared to the Reporting Person on April 1, 2024. The remaining RSUs vest and become exercisable on April 1, 2027 and April 1, 2028.
6. Represents RSUs for the time-based portion of the 2025-2027 Long-Term Inventive Plan awared to the Reporting Person on April 1, 2025. The remaining RSUs vest and become exercisable on April 1, 2027, April 1, 2028 and April 1, 2029.
Harvey S. Kanter04/03/2026
** 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)

FAQ

What did DXLG CEO Harvey S. Kanter report in this Form 4?

Harvey S. Kanter reported the vesting and conversion of restricted stock units into common stock for Destination XL Group (DXLG). Multiple RSU awards converted into 124,210 shares, reflecting routine equity compensation activity under the company’s long-term incentive plans rather than discretionary open‑market trading.

How many Destination XL (DXLG) shares did the CEO acquire through RSU exercises?

The CEO exercised restricted stock units into 124,210 shares of Destination XL common stock. These shares came from several RSU tranches that vested on April 1, 2026, each RSU representing a contingent right to receive one share of DXLG common stock under the 2016 Incentive Compensation Plan.

Were any DXLG shares sold by the CEO in the open market in this filing?

No open-market sales were reported. Instead, 52,603 shares of Destination XL common stock were withheld at $0.51 per share to pay taxes on the RSU vesting, coded as a tax-withholding disposition (transaction code F), which is a non‑market, administrative transaction.

How many DXLG shares does the CEO own after these RSU and tax transactions?

After the reported transactions, Harvey S. Kanter directly owned 801,464 shares of Destination XL common stock. This figure reflects the shares received from RSU conversions on April 1, 2026, net of the shares withheld to satisfy associated tax liabilities on the vesting event.

What do the RSU footnotes in the DXLG Form 4 explain?

The footnotes explain that each RSU equals one DXLG share and describe grants tied to time-based portions of the 2022–2027 Long-Term Incentive Plans. They also note that remaining RSUs from later award cycles vest on future dates between April 1, 2027 and April 1, 2029.

Is the DXLG CEO’s Form 4 transaction considered routine compensation activity?

Yes. The Form 4 reflects RSU vesting and conversion, plus share withholding for taxes, which are standard components of equity compensation. No open-market purchases or sales were reported, and the CEO’s post‑transaction holding of 801,464 shares indicates an ongoing, sizable ownership stake.