Destination XL Group Files 8-K Report

Ticker: DXLG · Form: 8-K · Filed: Dec 11, 2025 · CIK: 813298

Sentiment: neutral

Topics: material-agreement, financials, disclosure

Related Tickers: DXLG

TL;DR

DXLG filed an 8-K on 12/11/25 covering material agreements and financials.

AI Summary

On December 11, 2025, Destination XL Group, Inc. filed an 8-K report. The filing primarily concerns a material definitive agreement, a Regulation FD disclosure, and financial statements and exhibits. The company, formerly known as Casual Male Retail Group Inc. and Designs Inc., is incorporated in Delaware and headquartered in Canton, Massachusetts.

Why It Matters

This 8-K filing indicates significant corporate events or agreements are being disclosed to the public, which could impact investors' understanding of the company's current status.

Risk Assessment

Risk Level: low — This filing is a standard 8-K report detailing corporate events and financial information, not indicating immediate financial distress or significant new risks.

Key Players & Entities

FAQ

What specific material definitive agreement was entered into by Destination XL Group, Inc. on or around December 11, 2025?

The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in the header information.

What is the primary purpose of this 8-K filing for Destination XL Group, Inc.?

The primary purposes are to report the entry into a material definitive agreement, provide a Regulation FD disclosure, and submit financial statements and exhibits.

When was Destination XL Group, Inc. previously known by other names?

The company was formerly known as Casual Male Retail Group Inc. (name change date 20020821) and Designs Inc. (name change date 19920703).

Where is Destination XL Group, Inc.'s principal executive office located?

The principal executive offices are located at 555 Turnpike Street, Canton, Massachusetts, 02021.

What is the Commission File Number for Destination XL Group, Inc.?

The Commission File Number for Destination XL Group, Inc. is 001-34219.

Filing Stats: 3,312 words · 13 min read · ~11 pages · Grade level 15.4 · Accepted 2025-12-11 17:24:08

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On December 11, 2025, Destination XL Group, Inc., a Delaware corporation ("DXL"), Divine Merger Sub I, Inc., a Delaware corporation and wholly owned direct subsidiary of DXL ("Merger Sub"), and FBB Holdings I, Inc., a Delaware corporation ("FBB"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into FBB, with FBB continuing as the surviving corporation as a wholly owned subsidiary of DXL (the "Merger"). The Merger Agreement was unanimously approved by the board of directors of each of DXL and FBB and has been approved by the requisite vote of FBB stockholders. Merger Consideration At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.01 per share, of FBB ("FBB Common Stock"), other than Excluded Shares, Appraisal Shares and Unaccredited Investor Shares (each as defined in the Merger Agreement), will be converted into the right to receive that number of fully paid and nonassessable shares of the common stock, par value $0.01 per share, of DXL (the "DXL Common Stock") equal to the Exchange Ratio (as defined below). A holder of FBB Common Stock who would otherwise be entitled to receive a fraction of a share of DXL Common Stock (after aggregating all fractional DXL Common Stock issuable to such holder in connection with the Merger) will have such fractional share rounded up to one whole share of DXL Common Stock. "Exchange Ratio" means the New Issuance (as defined below) divided by the number of shares of FBB Common Stock issued and outstanding immediately prior to the Effective Time. "New Issuance" means a number of shares equal to (a) the number of outstanding shares of DXL Common Stock as of immediately before the Effective Time on a fully diluted, as converted and as exercised bas

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 11, 2025, DXL and FBB issued a joint press release announcing that they had entered into the Merger Agreement. A copy of the joint press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. An Investor Presentation containing additional information regarding the Merger is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K. On December 11, 2025, the documents attached hereto as Exhibit 99.3, Exhibit 99.4, Exhibit 99.5, Exhibit 99.6, Exhibit 99.7, Exhibit 99.8 and Exhibit 99.10 are being disseminated by DXL and/or FBB in connection with the Merger. An exhibit containing additional information regarding certain participants in the solicitation is attached hereto as Exhibit 99.9.

Forward-Looking Statements

Forward-Looking Statements In addition to historical information, this document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which DXL and FBB operate and beliefs of and assumptions made by DXL management and FBB management, involve uncertainties that could significantly affect the financial results of DXL or FBB or the combined company. Words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "seeks" and variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. With respect to any such forward-looking statements, DXL and FBB each claim the protection provided for in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements about the benefits of the transaction involving DXL and FBB, including future financial and operating results and the combined company's plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to creating value for stockholders, integrating DXL and FBB, and the expected timing for completing the Merger — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is ex

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No . Description 2.1* Agreement and Plan of Merger, dated December 11, 2025, by and among Destination XL Group, Inc., Divine Merger Sub I, Inc., and FBB Holdings I, Inc. 99.1 Joint Press Release, dated December 11, 2025 99.2 Investor Presentation, dated December 11, 2025 99.3 Letter to Destination XL Group, Inc. Employees from Harvey Kanter 99.4 Letter to Destination XL Group, Inc. Employees from Jim Fogarty 99.5 Letter to Destination XL Group, Inc. Rewards Club Members 99.6 Letter to Destination XL Group, Inc. Business Partners and Suppliers 99.7 Transaction Infographic 99.8 Friends and Family Infographic 99.9 Information Regarding Certain Participants in the Solicitation 99.10 Store Inforgraphic 104 Cover Page Interactive Data File – The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. ______________ * Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. DXL hereby agrees to furnish supplementally a copy of any of the omitted schedules upon request by the SEC.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Destination XL Group, Inc. Date: December 11, 2025 By: /s/ Robert S. Molloy General Counsel and Secretary

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