Digital Brands Group, Inc. Announces 1-for-40 Reverse Stock Split

What Happened

• Digital Brands Group, Inc. (DBGI) announced a 1-for-40 reverse stock split of its common stock. The board approved the split on July 15, 2026, the Company filed a Certificate of Change with the Nevada Secretary of State on July 20, 2026, and the reverse split becomes effective at 12:01 a.m. Eastern Time on July 24, 2026. No stockholder vote was required under Section 78.207 of the Nevada Revised Statutes.

Key Details

• Reverse split ratio: 1-for-40.
• Effective date/time: 12:01 a.m. ET, July 24, 2026; post-split trading begins at the opening on July 24, 2026 under CUSIP 25401N 606.
• Authorized common shares: reduced from 1,000,000,000 to 25,000,000; par value remains $0.0001 per share.
• Proportionate adjustments will be made to outstanding equity awards, equity incentive plan share pools, warrants (each warrant will become exercisable for 1/40th of a share), and the conversion factor for the Company’s convertible preferred stock.
• The Company issued a press release about the reverse split on July 17, 2026 (filed as Exhibit 99.1).

Why It Matters

• The reverse split reduces the number of outstanding shares on a 1-for-40 basis and lowers the authorized share count, which typically raises the per-share price on a mathematical basis and alters share counts used for trading, holdings, awards, warrants and conversions.
• Investors should note the new CUSIP and effective date for trading and expect proportionate adjustments to option/warrant holdings and conversion terms; these administrative changes do not by themselves change an investor’s proportional ownership (absent fractional-share procedures).
• No shareholder vote was required, and the Company has filed the Certificate of Change and related press release with the SEC for reference.