Destination XL updates filing on $0.84 tender offer

Destination XL Group, Inc. filed Amendment No. 4 to its Schedule 14D-9 relating to an unsolicited tender offer for its common stock.

Rhea-AI Filing Summary

Destination XL Group, Inc. filed Amendment No. 4 to its Schedule 14D-9 relating to an unsolicited tender offer for its common stock. The offer is being made by Zodiac Partners II, LLC and an acquisition entity of Camac Fund, LP to purchase all issued and outstanding shares of common stock at an Offer Price of $0.84 per share in cash, without interest and less any required withholding taxes, on the terms set out in the Offer to Purchase dated May 12, 2026 and the related Letter of Transmittal.

This amendment does not change the prior disclosure, but supplements the exhibit list by adding a press release issued by Destination XL Group, Inc. on August 6, 2026, which is included as Exhibit 99.1 to its Current Report on Form 8‑K filed the same date and incorporated by reference.

Key Figures

Tender offer price: $0.84 per share Par value: $0.01 per share Offer to Purchase date: May 12, 2026 +1 more

4 metrics

Tender offer price $0.84 per share Cash consideration offered for each share of common stock

Par value $0.01 per share Par value of Destination XL Group common stock

Offer to Purchase date May 12, 2026 Date of the Offer to Purchase governing the tender offer

Press release date August 6, 2026 Date of press release added as Exhibit 99.1 via Form 8-K

Key Terms

Schedule 14D-9, tender offer, Offer to Purchase, Letter of Transmittal

4 terms

Schedule 14D-9 regulatory

"This Amendment No. 4 to Schedule 14D-9 amends and supplements the Statement"

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

tender offer financial

"relates to the unsolicited tender offer by Zodiac Partners II, LLC"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Offer to Purchase regulatory

"upon the terms and subject to the conditions set forth in the Offer to Purchase"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Letter of Transmittal regulatory

"and in the related Letter of Transmittal that accompanies the Offer to Purchase"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the tender offer for Destination XL Group, Inc. (DXLG) common stock?

The tender offer seeks to purchase all issued and outstanding DXLG common shares at a cash price of $0.84 per share, subject to the terms and conditions in the Offer to Purchase and related Letter of Transmittal.

Who is making the $0.84 per share tender offer for DXLG?

The offer is being made by Zodiac Partners II, LLC and an acquisition entity of Camac Fund, LP. These entities are offering to buy all outstanding Destination XL Group common stock under specified tender offer terms.

What does Amendment No. 4 to DXLG’s Schedule 14D-9 change?

Amendment No. 4 supplements the exhibit list to the Schedule 14D‑9 by adding a press release issued on August 6, 2026, filed as Exhibit 99.1 to Destination XL Group’s Form 8‑K and incorporated by reference.

What is the Offer Price per share in the DXLG tender offer?

The Offer Price is $0.84 per share in cash, payable without interest and less any required withholding taxes, for each share of Destination XL Group common stock tendered and accepted under the offer terms.

Where can investors find the August 6, 2026 DXLG press release about the tender offer?

The August 6, 2026 press release is identified as Exhibit 99.1 to Destination XL Group’s Current Report on Form 8‑K filed that day, and is incorporated by reference into the Schedule 14D‑9 amendment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/06/2026 - 05:27 PM Accepted by SEC EDGAR 08/06/2026 - 05:26 PM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

DESTINATION XL GROUP, INC.

(Name of Subject Company)

DESTINATION XL GROUP, INC.

(Name of Persons Filing Statement)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

25065K104

(CUSIP Number of Class of Securities)

Robert S. Molloy

General Counsel and Secretary
Destination XL Group, Inc.
555 Turnpike Street
Canton, Massachusetts 02021
(781) 828-9300

(Name, address and telephone numbers of person authorized to receive notices and communications

on behalf of the persons filing statement)

With copies to:

Brian H. Blaney

Katherine A. Beck
Greenberg Traurig, LLP

2375 E. Camelback Rd., Suite 800

Phoenix, AZ 85016
(602) 445-8322

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Introduction

This Amendment No. 4 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and supplemented from time to time, the “Statement”) originally filed by Destination XL Group, Inc., a Delaware corporation (“Company”), with the Securities and Exchange Commission on May 26, 2026. The Statement relates to the unsolicited tender offer by Zodiac Partners II, LLC, a Delaware limited liability company (“Offeror”), and an acquisition entity of Camac Fund, LP, a Delaware limited partnership (“Camac Fund”), to purchase all of the issued and outstanding shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price of $0.84 per share in cash, without interest and less any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 12, 2026 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal that accompanies the Offer to Purchase (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Except as otherwise set forth in this Amendment, the information set forth in the Statement remains unchanged.

Item 9. Exhibits.

Item 9 of the Statement is hereby amended and supplemented by adding the following exhibit:

Exhibit No.			Description
(a)(5)(E)			Press Release Issued by Destination XL Group, Inc. on August 6, 2026 (included as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on August 6, 2026, and incorporated herein by reference).

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

			Destination XL Group, Inc.
Date:	August 6, 2026	By:	/s/ Robert S. Molloy
			Robert S. Molloy General Counsel and Secretary