Destination XL Group (NASDAQ: DXLG) targeted in $0.84 per share cash tender offer

Rhea-AI Filing Summary

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.

Filing Explained

Although this filing is labeled a final amendment reporting tender-offer results, its supplied text states the offer terms but does not disclose shares tendered or accepted, payment, or closing; it therefore establishes the reporting posture, not the transaction’s completion outcome.

Key Figures

Tender offer price: $0.84 per share Common stock par value: $0.01 per share Revolving credit facility size: $75 million +1 more

4 metrics

Tender offer price $0.84 per share Cash consideration for each Destination XL common share in the offer

Common stock par value $0.01 per share Par value of Destination XL Group common stock subject to the offer

Revolving credit facility size $75 million Indicative revolving credit facility term sheet referenced as potential financing

CUSIP 25065K104 CUSIP number for Destination XL Group common stock in the offer

Key Terms

Tender Offer, Offer to Purchase, Equity Commitment Letter, Revolving Credit Facility, +1 more

5 terms

Tender Offer regulatory

"Amendment No. 5 to Tender Offer Statement on Schedule TO"

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.

Equity Commitment Letter financial

"Equity Commitment Letter between Zodiac Partners II, LLC and Camac Fund LP"

A written promise from an investor or group to provide a specified amount of capital for a deal, such as an acquisition or a new financing round. It matters to investors because it shows how likely a transaction is to close and how much fresh money will be available, similar to a down-payment commitment when buying a house: the stronger the promise, the less risk that the deal will fall apart or that existing shareholders will face unexpected dilution.

Revolving Credit Facility financial

"Indicative $75 million Revolving Credit Facility Term Sheet"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

Schedule TO regulatory

"This Amendment No. 5 to Tender Offer Statement on Schedule TO"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

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

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Available on EDGAR 07/27/2026 - 10:01 AM Accepted by SEC EDGAR 07/27/2026 - 08:55 AM Learn about SEC filing dates

FAQ

What are the key terms of the Zodiac Partners tender offer for DXLG?

The offer by Zodiac Partners II, LLC aims to purchase all outstanding Destination XL Group shares at $0.84 per share in cash, without interest and less applicable withholding taxes, under an amended Offer to Purchase dated July 27, 2026.

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

The tender offer is being made by Zodiac Partners II, LLC, an acquisition entity of Camac Fund, LP. Both entities are Delaware investment vehicles, with Zodiac Partners II, LLC acting as the direct purchaser of Destination XL Group common stock.

What does Amendment No. 5 change in the DXLG tender offer?

Amendment No. 5 provides amended versions of the Offer to Purchase, Letter of Transmittal, Notice of Guaranteed Delivery and related communications, and updates financing documents, including an amended equity commitment letter, while stating it is the final amendment reporting tender offer results.

How is the DXLG tender offer financed according to the Schedule TO-T/A?

Financing includes an equity commitment letter between Zodiac Partners II, LLC and Camac Fund LP and an indicative $75 million revolving credit facility term sheet, along with disclosure of fees and expenses in the referenced Offer to Purchase sections.

What securities of Destination XL Group (DXLG) are subject to the tender offer?

The offer covers all outstanding shares of common stock of Destination XL Group, Inc., with a par value of $0.01 per share, identified by CUSIP 25065K104, at a purchase price of $0.84 per share in cash.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 5 TO

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Destination XL Group, Inc.

(Name of Subject Company)

Zodiac Partners II, LLC

(Name of Filing Person (Offeror))

Camac Fund, LP

(Name of Filing Person (Parent of Offeror))

Common Stock, par value $0.01 per share

(Title of Class of Securities)

25065K104

(CUSIP Number of Class of Securities)

Craig Rosmarin

Chief Financial Officer

1601-1 N Main St #3159, SMB#92283, Jacksonville, FL 32206

(917) 692-1844

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on

Behalf of Filing Persons)

Copies to:

Donald R. Reynolds

Wyrick Robbins Yates & Ponton LLP

4101 Lake Boone Trail, Suite 300

Raleigh, NC 27607

(919) 781-4000

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
	☒	third-party tender offer subject to Rule 14d-1.
	☐	issuer tender offer subject to Rule 13e-4.
	☐	going-private transaction subject to Rule 13e-3.
	☐	amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer.  ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
	☐	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
	☐	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 5 to Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by Camac Fund, LP, a Delaware limited partnership (“Camac Fund”), and Zodiac Partners II, LLC, a Delaware limited liability company (the “Purchaser”, “Zodiac Partners II, LLC”) and an acquisition entity of Camac Fund. This Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Destination XL Group, Inc., a Delaware corporation (“DXL”), at $0.84 per Share, to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, originally dated May 12, 2026 (the “Offer to Purchase”), and in the accompanying Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively, which, together with any amendments or supplements thereto, collectively constitute the “Offer”.

Item 1. Summary Term Sheet.

The information set forth in the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated herein by reference.

Item 2. Subject Company Information.

(a) The name, address, and telephone number of the subject company’s principal executive offices are as follows:

Destination XL Group, Inc.

555 Turnpike Street

Canton, MA 02021

(b) This Schedule TO relates to the Offer by the Purchaser to purchase all of the issued and outstanding Shares. According to DXL’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2026 (the “DXL FY2025 Form 10-K”), as of March 9, 2026 there were 54,810,511 Shares issued and outstanding, and based on the Purchaser’s review of the DXL FY2025 Form 10-K, we believe as of January 31, 2026, there were approximately 44,000 stock options to purchase Shares, and 1,259,000 restricted stock units outstanding.

(c) The information set forth under the caption THE OFFER - Section 6 (“Price Range of Shares; Dividends”) and Section 11 (“Background of the Offer”) of the Offer to Purchase is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

(a)-(c) The filing companies of this Schedule TO are (i) Camac Fund LP, and (ii) the Purchaser, Zodiac Partners II, LLC. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE OFFER - Section 9 (“Certain Information Concerning the Purchaser, Zodiac Partners II, LLC, and Camac Fund, LP”) and Schedule I attached thereto.

Item 4. Terms of the Transaction.

(a)(1)(i)-(viii), (x), (xii), (a)(2) The information set forth in the Offer to Purchase is incorporated herein by reference.

Subsections (a)(1)(ix) and (xi) are not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a), (b) The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

INTRODUCTION

THE OFFER - Section 9 (“Certain Information Concerning the Purchaser, Zodiac Partners II, LLC, and Camac Fund, LP”) and Schedule I attached thereto

THE OFFER - Section 10 (“Source and Amount of Funds”) and Schedule I attached thereto

THE OFFER - Section 11 (“Background of the Offer”)

THE OFFER - Section 12 (“Purpose of the Offer and the Proposed Merger; Plans for DXL; Statutory Requirements; Approval of the Proposed Merger”)

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

INTRODUCTION

THE OFFER - Section 12 (“Purpose of the Offer and the Proposed Merger; Plans for DXL; Statutory Requirements; Approval of the Proposed Merger”)

(c) (1)-(7) The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

INTRODUCTION

THE OFFER - Section 7 (“Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration Under the Exchange Act; Margin Regulations”)

THE OFFER - Section 11 (“Background of the Offer”)

THE OFFER - Section 13 (“Dividends and Distributions”)

Item 7. Source and Amount of Funds or Other Consideration.

(a), (b), (d) The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE OFFER - Section 10 (“Source and Amount of Funds”)

THE OFFER - Section 17 (“Fees and Expenses”)

Item 8. Interest in Securities of the Subject Company.

(a), (b) The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

THE OFFER - Section 9 (“Certain Information Concerning the Purchaser, Zodiac Partners II, LLC, and Camac Fund, LP”) and Schedule I attached thereto

THE OFFER - Section 11 (“Background of the Offer”)

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a) The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE OFFER - Section 2 (“Acceptance for Payment and Payment for Shares”)

THE OFFER - Section 3 (“Procedure for Tendering Shares”)

THE OFFER - Section 11 (“Background of the Offer”)

THE OFFER - Section 17 (“Fees and Expenses”)

Item 10. Financial Statements.

(a) Not applicable.

(b) Not applicable.

Item 11. Additional Information.

(a) The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE OFFER - Section 7 (“Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration Under the Exchange Act; Margin Regulations”)

THE OFFER - Section 11 (“Background of the Offer”)

THE OFFER - Section 12 (“Purpose of the Offer and the Proposed Merger; Plans for DXL; Statutory Requirements; Approval of the Proposed Merger”)

THE OFFER - Section 14 (“Conditions of the Offer”)

THE OFFER - Section 15 (“Certain Legal Matters; Regulatory Approvals; Appraisal Rights”)

(c) The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.

Item 12. Exhibits.

Exhibit		Description
(a)(1)(A)		Amended Offer to Purchase, dated July 27, 2026.*
(a)(1)(B)		Amended Form of Letter of Transmittal.*
(a)(5)(A)		Press Release Issued by Zodiac Partners II, LLC on May 12, 2026.
(d)		Equity Commitment Letter between Zodiac Partners II, LLC and Camac Fund LP, dated May 11, 2026.
(b)		Indicative $75 million Revolving Credit Facility Term Sheet (confidential treatment has been requested for certain portions of this exhibit).
107		Amended Filing Fee Exhibit.
(a)(1)(C)		Amended Notice of Guaranteed Delivery.*
(e)		Schedule I.
(a)(1)(F)		W-9 Guidelines.
(a)(1)(E)		Amended Letter to Clients.*
(h)		Press Release Issued by Zodiac Partners II, LLC on May 21, 2026.
(j)		Press Release Issued by Zodiac Partners II, LLC on June 12, 2026.
(k)		Press Release Issued by Zodiac Partners II, LLC on June 23, 2026.
(d)(2)		Amended Equity Commitment Letter between Zodiac Partners II, LLC and Camac Fund LP, dated June 22, 2026.
(m)		Press Release Issued by Zodiac Partners II, LLC on July 27, 2026.*

* Asterisk describes exhibits filed herewith. No asterisk means the exhibit has been previously filed.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

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.

Dated: July 27, 2026
	Zodiac Partners II, LLC
	By:	/s/ Ziggy Gokea
	Name:	Ziggy Gokea
	Title:	Managing Member
	Camac Fund, LP
	By:	/s/ Eric Shahinian
	Name:	Eric Shahinian
	Title:	Manager of GP