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Digital Brands Group, Inc.

For the period ended Mar 31, 2026. Filed May 20, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 20, 2026

DBGI$0.28-39.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31,2026

☐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:001-40400

(Exact name of registrant as specified in its charter)

Delaware46-1942864
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)

1400 Lavaca Street

Austin, TX 78701

(Address of principal executive offices, including zip code)

(209) 651-0172

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
N/AN/AN/A

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 an emerging growth company. See definition of “large accelerated filer,” “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 this 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

As of May 20, 2026, the Company had 22,985,558 shares of common stock, $0.0001 par value, issued and outstanding.

FORM 10-Q

TABLE OF CONTENTS

Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3
PART I. FINANCIAL INFORMATION4
ITEM 1.Financial Statements4
Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited), and December 31, 20254
Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026, and 20255
Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2026, and 20256
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026, and 20257
Notes to Unaudited Condensed Consolidated Financial Statements8
ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations31
ITEM 3Quantitative and Qualitative Disclosures about Market Risk42
ITEM 4.Controls and Procedures42
PART II. OTHER INFORMATION44
ITEM 1.Legal Proceedings44
ITEM 1A.Risk Factors45
ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds45
ITEM 3.Defaults upon Senior Securities45
ITEM 4.Mine Safety Disclosures45
ITEM 5.Other Information45
ITEM 6.Exhibits45
SIGNATURES46
ContentsView on SEC.gov

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