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DESTINATION XL GROUP, INC.

For the period ended Jan 31, 2026. Filed Mar 19, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Mar 19, 2026

DXLG$0.43-2.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended January 31, 2026 (Fiscal 2025)

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 01-34219

(Exact name of registrant as specified in its charter)

Delaware04-2623104
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)
555 Turnpike Street, Canton, MA02021
(Address of principal executive offices)(Zip Code)

(781)828-9300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbols(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareDXLGThe Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No☒

As of August 2, 2025, the aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $41.9 million, based on the last reported sale price on that date. Shares of Common Stock held by each executive officer and director and by certain persons who own 10% or more of the outstanding Common Stock have been excluded on the basis that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily determinative for other purposes.

The registrant had 54,810,511 shares of Common Stock, $0.01 par value, outstanding as of March 9, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Form 10-K incorporates by reference certain information from an amendment to this report under cover of Form 10-K/A to be filed within 120 days of the end of the fiscal year ended January 31, 2026.

Index to Annual Report on Form 10-K

Year Ended January 31, 2026

Page
PART I
Item 1.Business3
Item 1A.Risk Factors13
Item 1B.Unresolved Staff Comments22
Item 1C.Cybersecurity22
Item 2.Properties24
Item 3.Legal Proceedings25
Item 4.Mine Safety Disclosures25
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities26
Item 6.Reserved27
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations28
Item 7A.Quantitative and Qualitative Disclosures About Market Risk38
Item 8.Financial Statements and Supplementary Data39
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure64
Item 9A.Controls and Procedures64
Item 9B.Other Information65
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections65
PART III
Item 10.Directors, Executive Officers and Corporate Governance66
Item 11.Executive Compensation66
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters66
Item 13.Certain Relationships and Related Transactions, and Director Independence66
Item 14.Principal Accountant Fees and Services66
PART IV
Item 15.Exhibits and Financial Statement Schedules66
Signatures70
ContentsView on SEC.gov

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