Destination XL (NASDAQ: DXLG) bidder ups unsolicited cash offer to $0.84

Rhea-AI Filing Summary

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.

Insights

M&A Counsel

Amendment updates the defensive record to reflect a higher cash bid and a press release exhibit.

The filing is an Amendment No. 2 to the Schedule 14D-9 and explicitly notes the Offer Price was increased from $0.82 to $0.84 on June 23, 2026. The amendment also adds the Company’s press release as an exhibit by reference.

The operative qualifiers remain the same: the offer is an unsolicited tender offer and the price is stated as cash, "without interest and less any required withholding taxes." Subsequent disclosures or definitive agreements would determine next steps.

Corporate Governance Advisor

The company updated its public response record; the amendment documents the bidder’s higher cash offer.

The Schedule 14D-9 amendment preserves prior disclosures while adding a June 23, 2026 press release exhibit. The document reiterates the Offer to Purchase dated May 12, 2026 and the revised $0.84 per-share price.

Board-level actions, recommendation language, or changes to the Company’s stance are not altered in this excerpt; future filings would show any change in recommendation or deal terms.

Key Figures

Revised Offer Price: $0.84 per share Original Offer Price: $0.82 per share Offer to Purchase date: May 12, 2026 +2 more

5 metrics

Revised Offer Price $0.84 per share Revised by Offeror on June 23, 2026

Original Offer Price $0.82 per share Offer to Purchase dated May 12, 2026

Offer to Purchase date May 12, 2026 Date of the Offer to Purchase referenced in the Statement

Amendment date referenced June 23, 2026 Date when Offer Price was revised and amendment filed

CUSIP 25065K104 CUSIP for Destination XL Group common stock as stated in the filing

Key Terms

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

4 terms

Schedule 14D-9 regulatory

"Amendment No. 2 to Schedule 14D-9 (this “Amendment”)"

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.

Offer to Purchase financial

"the Offer to Purchase, dated May 12, 2026"

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 financial

"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.

unsolicited tender offer financial

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

An unsolicited tender offer is a public bid by an outside party to buy a company’s shares directly from shareholders without the target company’s board asking for or endorsing the transaction. It matters to investors because it can offer a quick cash exit at a premium or create uncertainty about the company’s future—like a stranger showing up with a firm offer for your house, forcing owners to weigh immediate gain against long-term plans and risks.

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

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Available on EDGAR 06/23/2026 - 05:08 PM Accepted by SEC EDGAR 06/23/2026 - 05:08 PM Learn about SEC filing dates

FAQ

What did Destination XL (DXLG) file in Amendment No. 2?

Destination XL filed Amendment No. 2 to its Schedule 14D-9, updating its solicitation/recommendation statement. The amendment adds a June 23, 2026 press release as an exhibit and otherwise leaves the prior Statement unchanged.

What is the revised offer price for DXLG shares?

The unsolicited tender offer price was revised to $0.84 per share in cash on June 23, 2026. The filing notes the prior Offer Price was $0.82 per share from the Offer to Purchase dated May 12, 2026.

Who is making the tender offer for Destination XL (DXLG)?

The Offeror is Zodiac Partners II, LLC together with an acquisition entity of Camac Fund, LP. The Schedule 14D-9 characterizes the transaction as an unsolicited tender offer to purchase all outstanding common shares.

Does Amendment No. 2 change the Company’s recommendation?

Amendment No. 2 states that, "Except as otherwise set forth in this Amendment, the information set forth in the Statement remains unchanged." It adds an exhibit but does not change the existing recommendation language in the provided excerpt.

What exhibit was added in the amendment?

The filing adds Exhibit (a)(5)(C): the Company’s press release issued on June 23, 2026, which was included as Exhibit 99.1 to its Form 8-K filed on that date and is incorporated by reference into the Schedule 14D-9 amendment.

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. 2)

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.

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Introduction

This Amendment No. 2 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 $0.82 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”). Thereafter, on June 23, 2026, the Offeror and Camac Fund revised the unsolicited tender offer and updated the Offer Price to $0.84 per share in cash, without interest and less any required withholding taxes. 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)(C)			Press Release Issued by Destination XL Group, Inc. on June 23, 2026 (included as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on June 23, 2026, and incorporated herein by reference).

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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:	June 23, 2026	By:	/s/ Robert S. Molloy
			General Counsel and Secretary

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