Destination XL Group (DXLG) director awarded 53,074 DSUs in equity pay

Rhea-AI Filing Summary

Destination XL Group director Willem Mesdag reported an equity compensation grant and updated his holdings. On February 2, 2026, he was credited with 53,074 deferred stock units (DSUs) under the company’s Director Plan as payment for his quarterly retainer and committee chair fees.

Each DSU is economically equivalent to one share of common stock, bringing his total DSUs to 642,431. The filing also notes that entities associated with Mesdag collectively hold 2,593,758 shares of common stock. These shares are spread across several family and investment entities, and Mesdag formally disclaims beneficial ownership except to the extent of his pecuniary interest.

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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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 CA 90067

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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								2,593,758	D(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units(2)	$0.683(3)	02/02/2026		A		53,074(4)		(5)	(5)	Common Stock	53,074	$0	642,431	D

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 January 30, 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)	02/04/2026
	** 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 insider transaction did DXLG director Willem Mesdag report?

Willem Mesdag reported an equity compensation grant. On February 2, 2026, he was credited with 53,074 deferred stock units (DSUs) under Destination XL Group’s Director Plan as part of his elected form of compensation for director and committee chair service.

How many deferred stock units does Willem Mesdag hold after this DXLG Form 4?

Mesdag holds 642,431 deferred stock units after the transaction. The February 2, 2026 grant of 53,074 DSUs increased his Director Plan balance to 642,431 units, each economically equivalent to one share of Destination XL Group common stock under the plan’s terms.

How many DXLG common shares are held by entities associated with Willem Mesdag?

Entities associated with Mesdag hold 2,593,758 common shares. These include stakes held by the Mesdag Family Limited Partnership, Mesdag Family Foundation, 2012 Mesdag Trust, Red Mountain Capital Partners LLC, and Red Mountain Capital Management, Inc., with Mesdag disclaiming beneficial ownership beyond his pecuniary interest.

What are deferred stock units (DSUs) in the DXLG director compensation plan?

Deferred stock units are equity-based director compensation. Under Destination XL Group’s Director Plan, each DSU represents ownership equivalent to one common share and is typically paid upon separation from service or upon specified events such as death, disability, or a change in control.

When will Willem Mesdag’s DXLG deferred stock units become payable?

The DSUs are payable upon separation or specified events. Under the Director Plan, Mesdag’s DSUs are delivered in the elected form on the earlier of his separation from service, or upon death, disability, or a change in control as defined in the plan.

Why does Willem Mesdag disclaim beneficial ownership of some DXLG shares?

He disclaims full beneficial ownership of entity-held shares. The filing explains that various family and investment entities legally hold the common shares, and Mesdag disclaims beneficial ownership except to the extent of his pecuniary interest in those entities’ holdings.