Digital Brands Group Enters Lock‑Up Agreement; Resets Series D Floor Price

What Happened
Digital Brands Group, Inc. (DBGI) announced on July 17, 2026 (8‑K filed) that it entered into a Lock‑Up and Leak‑Out Agreement with the holder of a majority of its Series D Convertible Preferred Stock. The agreement was provided as a material inducement for the company to reset the “Floor Price” under a Certificate of Amendment to the Series D designation (Certificate of Amendment effective July 17, 2026).

Key Details

• The Lock‑Up Agreement establishes a 180‑calendar‑day restricted period beginning on the agreement date, during which the Holder may not transfer or sell common stock except as allowed below or for certain permitted transfers.
• During the Restricted Period the Holder may sell up to 3% of the total trading volume of the Company’s common stock on any trading day (a “leak‑out” cap); the Company may waive this cap in its discretion.
• The Holder is the majority holder of the issued and outstanding Series D Convertible Preferred Stock; the agreement and the Certificate of Amendment are filed as exhibits (Form of Lock‑Up Agreement as Exhibit 10.1; Certificate of Amendment as Exhibit 3.1).

Why It Matters
For investors, the agreement reduces the risk of a large, immediate sell‑off of DBGI common shares by the major Series D holder for the next 180 days, instead allowing limited daily sales tied to market volume. The reset of the Series D Floor Price (documented in the Certificate of Amendment) and the Lock‑Up are related actions that can affect dilution dynamics and potential selling pressure; both documents are publicly filed as part of the 8‑K for review.