DBGI Announces Purchase of Existing Convertible Notes and Note Conversion Extension by Holders
Austin, Texas, Feb. 13, 2026 (GLOBE NEWSWIRE) -- Digital Brands Group, Inc. ("DBG" or the "Company") (Ticker: (NASDAQ: DBGI)), a publicly traded company specializing in eCommerce and Fashion, today announced that existing holders of all of the Company's Series D Preferred Stock (the "Series D Shares") have advised the Company that these holders have entered into various private agreements regarding their respective ownership of, and rights with respect to, the Series D Shares (the "Shareholder Agreements"). Each Series D Share is convertible, at the discretion of the holder thereof, into shares of the Company's common stock (the "Common Stock") at a conversion price equal to, as of the date of a conversion, 80% of the lowest closing price of the Common Stock for each of the five trading days immediately prior to the date of such conversion.
The Company is not party to any of the Shareholder Agreements, but has been advised of the following with respect to their terms. Because the Company is not a party to any of the Shareholder Agreements it would have no ability to enforce their terms.
Conversion Standstill placed Certain Series D Shares
In exchange for one holder's transfer (the "Transferring Holder") of 4,687 Series D Shares (the "Transferred Shares") to another holder (the "Transferee Holder"), the Transferee Holder agreed not to convert any of the 9,375 Series D Shares it currently owns, including the Transferred Shares, into shares of Common Stock until on or after 5:00 p.m. on May 31, 2026 (the "Conversion Standstill"). In further consideration for the Transferee Holder agreeing to the Conversion Standstill, the Transferring Holder also agreed to transfer and assign to the Transferee Holder certain pre-funded warrants of the Company (the "Pre-Funded Warrants").
Based on the information provided by these holders, the Company currently understands that an aggregate of 9,375 Series D Shares are currently subject to the Conversion Standstill.
Leak-out Limitations placed on Certain total Series D Shares
In addition, the Transferee Holder agreed that from and after the expiration of the Conversion Standstill on May 31, 2026, the Transferee Holder shall not sell or transfer shares of the Common Stock issued upon conversion of its Series D Shares or exercise of the Pre-Funded Warrants to the extent that the proposed number of shares of Common Stock to be sold by the Transferee Holder would exceed, in the aggregate, on any trading day, the greater of: (A) (i) 5,000 shares or (ii) 1% of the average daily trading volume of the Common Stock on the day during which such shares are sold, during the first 20 calendar day period; (B) (i) 7,500 shares or (ii) 2% of the average daily trading volume of the Common Stock on the day during which such shares are sold , during the subsequent 20 calendar day period; and (C) (i) 10,000 shares or (ii) 3.5% of the average daily trading volume of the Common Stock on the day during which such shares are sold, thereafter (the "Leak-out Limitation").
Based on the information provided by these holders, the Company currently understands that the shares of Common Stock issuable upon conversion of 9,375 Series D Shares are currently subject to the Leak-Out Limitation.
In another instance, two existing holders (the "Extending Holders") that, at such time, collectively owned 2,500 Series D Shares (collectively, the "Extending Holder Shares"), granted another holder (the "Optionee Holder") an option to purchase all of the Extending Holder Shares, and as partial consideration for granting such option, the Extending Holders received certain Pre-Funded Warrants from the Optionee Holder. Notwithstanding the fact that such proposed sale was abandoned, each Extending Holder agreed not to sell shares of Common Stock issuable upon conversion of its respective Series D Shares or upon exercise of its respective Pre-Funded Warrants on any single trading day in an amount that would exceed, in the aggregate, the greater of (X) 1% of the average daily traded volume of the common stock for the immediately preceding trading day, and (y) 2,500 shares of Common Stock (the "Extending Holders' Leak-out").
Based on the information provided by certain existing holders, the Company currently understands that the shares of Common Stock issuable upon conversion of 2,434 Series D Shares are currently subject to the Extending Holders' Leak-out.
About Digital Brands Group
We offer a wide variety of apparel through numerous brands on a both direct-to-consumer and wholesale basis. We have created a business model derived from our founding as a digitally native-first vertical brand. We focus on owning the customer's "closet share" by leveraging their data and purchase history to create personalized targeted content and looks for that specific customer cohort.
Digital Brands Group, Inc. Company Contact
Hil Davis, CEO
Email: [email protected]
https://ir.digitalbrandsgroup.co
Forward-looking Statements
Certain statements included in this release are "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting DBG and therefore involve several risks and uncertainties. You can identify these statements by the fact that they use words such as "will," "anticipate," "estimate," "expect," "should," and "may" and other words and terms of similar meaning or use of future dates, however, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements regarding DBG's plans, objectives, projections and expectations relating to DBG's operations or financial performance, and assumptions related thereto are forward-looking statements. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. DBG undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Potential risks and uncertainties that could cause the actual results of operations or financial condition of DBG to differ materially from those expressed or implied by forward-looking statements include, but are not limited to: risks arising from DBG not being party to any of the Shareholder Agreement and not being able to enforce any of the provisions contained therein; the accuracy of information provided by certain holders to the Company concerning the Shareholder Agreements; DBG's ability to add and retain strategic partners and customers; disruption to DBGs distribution system; the financial strength of DBG's customers; fluctuations in the price, availability and quality of raw materials and contracted products; disruption and volatility in the global capital and credit markets; perception of DBG by consumers and in the markets in which it operates; DBG's response to changing fashion trends, evolving consumer preferences and changing patterns of consumer behavior; intense competition from online retailers; manufacturing and product innovation; increasing pressure on margins; DBG's ability to implement its business strategy; DBG's ability to grow its wholesale and direct-to-consumer businesses; retail industry changes and challenges; DBG's and its vendors' ability to maintain the strength and security of information technology systems; the risk that DBG's facilities and systems and those of our third-party service providers may be vulnerable to and unable to anticipate or detect data security breaches and data or financial loss; DBG's ability to properly collect, use, manage and secure consumer and employee data; stability of DBG's manufacturing facilities and foreign suppliers; continued use by DBG's suppliers of ethical business practices; DBG's ability to accurately forecast demand for products; continuity of members of DBG's management; DBG's ability to protect trademarks and other intellectual property rights; possible goodwill and other asset impairment; DBG's ability to execute and integrate acquisitions; changes in tax laws and liabilities; legal, regulatory, political and economic risks; adverse or unexpected weather conditions; DBG's indebtedness and its ability to obtain financing on favorable terms, if needed, could prevent DBG from fulfilling its financial obligations; and climate change and increased focus on sustainability issues. More information on potential factors that could affect DBG's financial results is included from time to time in DBG's public reports filed with the SEC, including DBG's Annual Report on Form 10-K, and Quarterly Reports on Form 10-Q, and Curren Reports on Forms8-K filed or furnished with the U.S. Securities and Exchange Commission.
