DESTINATION XL GROUP, INC. SEC Filings

Boyle Jack reported acquisition or exercise transactions in this Form 4 filing.

Destination XL Group director Jack Boyle received a grant of 43,018 shares of common stock on August 3, 2026. The shares were issued pursuant to his elected form of compensation for the quarterly annual retainer and committee chairperson fee, bringing his direct holdings to 664,725 shares at a reference value of $0.5637 per share.

Bauza Carmen reported acquisition or exercise transactions in this Form 4 filing.

Destination XL Group, Inc. director Carmen Bauza received a grant of 35,923 shares of common stock on August 3, 2026, reported at $0.5637 per share. According to the footnote, these shares were issued as compensation for her quarterly annual retainer, bringing her direct holdings to 217,058 shares.

Destination XL Group, Inc. reports that Nasdaq has approved transferring its common stock listing from the Nasdaq Global Market to the Nasdaq Capital Market, providing an additional 180-day period, until February 1, 2027, to regain compliance with the $1.00 per share minimum bid price requirement.

After the transfer, DXLG will continue trading under the “DXLG” symbol. To regain compliance, the closing bid must be at least $1.00 for at least ten consecutive business days during the extended period. The company is evaluating options, including a potential reverse stock split; failure to comply could result in delisting, subject to appeal.

Camac Fund, LP and its acquisition entity Zodiac Partners II, LLC amended their third‑party tender offer for Destination XL Group, Inc. common stock. The offer covers all outstanding shares at a cash price of $0.84 per share, payable without interest and less any required withholding taxes.

This Amendment No. 5 updates the Offer to Purchase and related documents dated July 27, 2026, including an amended Offer to Purchase, amended Letter of Transmittal and amended financing arrangements such as an equity commitment letter and an indicative $75 million revolving credit facility term sheet. It is indicated as the final amendment reporting the results of the tender offer.

Destination XL Group, Inc. has called a special stockholder meeting to vote on four proposals tied to its planned merger with FBB Holdings I, Inc.: an issuance of new DXL shares for the merger, a reverse stock split, an amendment to the 2016 incentive plan, and a meeting adjournment right.

Under the merger terms, FBB stockholders would receive DXL shares so they own about 55% of the combined company, with existing DXL holders owning about 45% on a fully diluted basis, triggering a Nasdaq “change of control” and an issuance exceeding 20% of DXL’s voting stock. After new financial analyses showed weaker projections and a shift in FBB’s value from an equity value of $129 million to approximately ($14 million), the DXL board withdrew its prior support and now unanimously recommends voting AGAINST the share issuance while supporting the reverse split, plan amendment, and adjournment proposals.

Destination XL Group, Inc. filed Amendment No. 3 to its Schedule 14D-9 responding to an unsolicited cash tender offer by Zodiac Partners II, LLC (an acquisition vehicle of Camac Fund) to purchase all outstanding common shares at $0.84 per share. As of July 8, 2026, the Company reports 55,273,092 shares outstanding. The Board reviewed the Offer, management projections and financial advice and unanimously determined the Offer "is not in the best interests of the Company and its stockholders," recommending that stockholders reject the Offer and not tender. The Amendment summarizes procedural updates (Offer expiration extended to July 24, 2026), the Board's rationale that the Offer undervalues the Company, that the Offer is conditional (including a financing condition requiring approximately $47 million), and estimates potential golden parachute payments to named executives assuming the Offer is consummated.

Destination XL Group disclosed that its Board of Directors has unanimously recommended that stockholders reject Zodiac Partners II’s revised, unsolicited tender offer to buy all outstanding DXL shares for $0.84 per share in cash and not tender their stock.

The Board stated that, even after a modest increase in price, the offer still undervalues the company and described Zodiac’s repeated bids as highly conditional and opportunistic. Stockholders who already tendered may withdraw their shares at any time before the offer’s stated expiration at 5:00 PM ET on July 24, 2026. The company filed a Schedule 14D-9 with its formal recommendation and has engaged financial, legal and communications advisors to support its response.

Destination XL Group, Inc. amended its Solicitation/Recommendation Statement on Schedule 14D-9 to address an unsolicited tender offer by Zodiac Partners II, LLC and an acquisition entity of Camac Fund, LP. The bidder originally offered $0.82 per share in cash and on June 23, 2026 revised the offer price to $0.84 per share.

The amendment adds an exhibit referencing the Company’s June 23, 2026 press release and otherwise leaves the prior Statement unchanged.

Destination XL Group announced that its board is reviewing a revised, unsolicited tender offer from Zodiac Partners II to acquire all outstanding DXL shares for $0.84 per share in cash. The board, with independent financial and legal advisors, will evaluate the proposal in line with its fiduciary duties and issue a formal recommendation later.

The company previously reviewed and unanimously rejected an earlier Zodiac tender offer at $0.82 per share, which it described as highly conditional and not reflective of DXL’s underlying value. Stockholders are explicitly advised to take no action at this time until the board provides its recommendation via an amended Schedule 14D-9 filing.