8-KFiled Aug 18, 8:00 PM ET

Destination XL Group, Inc. Amends Merger Agreement — Extends End Date to Oct 30, 2026

$DXLG · DESTINATION XL GROUP, INC.

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Destination XL Group, Inc. Amends Merger Agreement — Extends End Date to Oct 30, 2026

What Happened

  • Destination XL Group, Inc. (DXL) announced an amendment to the Agreement and Plan of Merger among DXL, its wholly owned subsidiary Divine Merger Sub I, Inc., and FBB Holdings I, Inc. (FBB).
  • The Merger Agreement, originally signed on December 11, 2025, was amended on August 19, 2026 to extend the agreement’s end date from September 11, 2026 to October 30, 2026. Other terms of the Merger Agreement remain unchanged.

Key Details

  • Parties: Destination XL Group, Inc. (DXL), Divine Merger Sub I, Inc. (Merger Sub), and FBB Holdings I, Inc. (FBB).
  • Original Merger Agreement date: December 11, 2025. Amendment date: August 19, 2026.
  • New outside date for the Merger to close: October 30, 2026 (previously Sept 11, 2026).
  • DXL has filed proxy materials related to the Merger (proxy statement references filed with the SEC, including a filing on July 17, 2026); DXL and certain directors/officers and FBB’s CEO are identified as participants in the solicitation.

Why It Matters

  • The amendment simply extends the deadline for completing the planned merger, giving DXL and FBB more time to obtain required shareholder approvals, regulatory consents, or satisfy closing conditions. This can affect the expected timing of the deal closing.
  • For investors, the change does not alter the substantive terms of the merger as described previously, but you should review the proxy statement and related SEC filings for full details and any updates to director/officer holdings or conditions of the transaction.
  • Documents are available free on the SEC’s website (www.sec.gov) and at DXL’s investor site (investor.dxl.com); investors should read the proxy and subsequent filings before making decisions.