Austin, Texas, Feb. 13, 2026 (GLOBE NEWSWIRE) — Digital Manufacturers Group, Inc. (“DBG” or the “Firm”) (Ticker: [NASDAQ:DBGI]), a publicly traded firm specializing in eCommerce and Vogue, immediately introduced that current holders of the entire Firm’s Sequence D Most well-liked Inventory (the “Sequence D Shares”) have suggested the Firm that these holders have entered into numerous personal agreements relating to their respective possession of, and rights with respect to, the Sequence D Shares (the “Shareholder Agreements”). Every Sequence D Share is convertible, on the discretion of the holder thereof, into shares of the Firm’s widespread inventory (the “Widespread Inventory”) at a conversion value equal to, as of the date of a conversion, 80% of the bottom closing value of the Widespread Inventory for every of the 5 buying and selling days instantly previous to the date of such conversion.
The Firm just isn’t get together to any of the Shareholder Agreements, however has been suggested of the next with respect to their phrases. As a result of the Firm just isn’t a celebration to any of the Shareholder Agreements it could don’t have any capability to implement their phrases.
Conversion Standstill positioned Sure Sequence D Shares
In alternate for one holder’s switch (the “Transferring Holder”) of 4,687 Sequence D Shares (the “Transferred Shares”) to a different holder (the “Transferee Holder”), the Transferee Holder agreed to not convert any of the 9,375 Sequence D Shares it presently owns, together with the Transferred Shares, into shares of Widespread Inventory till on or after 5:00 p.m. on Might 31, 2026 (the “Conversion Standstill”). In additional consideration for the Transferee Holder agreeing to the Conversion Standstill, the Transferring Holder additionally agreed to switch and assign to the Transferee Holder sure pre-funded warrants of the Firm (the “Pre-Funded Warrants”).
Based mostly on the data supplied by these holders, the Firm presently understands that an combination of 9,375 Sequence D Shares are presently topic to the Conversion Standstill.
Leak-out Limitations positioned on Sure complete Sequence D Shares
As well as, the Transferee Holder agreed that from and after the expiration of the Conversion Standstill on Might 31, 2026, the Transferee Holder shall not promote or switch shares of the Widespread Inventory issued upon conversion of its Sequence D Shares or train of the Pre-Funded Warrants to the extent that the proposed variety of shares of Widespread Inventory to be offered by the Transferee Holder would exceed, within the combination, on any buying and selling day, the higher of: (A) (i) 5,000 shares or (ii) 1% of the common day by day buying and selling quantity of the Widespread Inventory on the day throughout which such shares are offered, throughout the first 20 calendar day interval; (B) (i) 7,500 shares or (ii) 2% of the common day by day buying and selling quantity of the Widespread Inventory on the day throughout which such shares are offered , throughout the subsequent 20 calendar day interval; and (C) (i) 10,000 shares or (ii) 3.5% of the common day by day buying and selling quantity of the Widespread Inventory on the day throughout which such shares are offered, thereafter (the “Leak-out Limitation”).
Based mostly on the data supplied by these holders, the Firm presently understands that the shares of Widespread Inventory issuable upon conversion of 9,375 Sequence D Shares are presently topic to the Leak-Out Limitation.
In one other occasion, two current holders (the “Extending Holders”) that, at such time, collectively owned 2,500 Sequence D Shares (collectively, the “Extending Holder Shares”), granted one other holder (the “Optionee Holder”) an choice to buy the entire Extending Holder Shares, and as partial consideration for granting such choice, the Extending Holders acquired sure Pre-Funded Warrants from the Optionee Holder. However the truth that such proposed sale was deserted, every Extending Holder agreed to not promote shares of Widespread Inventory issuable upon conversion of its respective Sequence D Shares or upon train of its respective Pre-Funded Warrants on any single buying and selling day in an quantity that might exceed, within the combination, the higher of (X) 1% of the common day by day traded quantity of the widespread inventory for the instantly previous buying and selling day, and (y) 2,500 shares of Widespread Inventory (the “Extending Holders’ Leak-out”).
Based mostly on the data supplied by sure current holders, the Firm presently understands that the shares of Widespread Inventory issuable upon conversion of two,434 Sequence D Shares are presently topic to the Extending Holders’ Leak-out.
About Digital Manufacturers Group
We provide all kinds of attire by way of quite a few manufacturers on a each direct-to-consumer and wholesale foundation. Now we have created a enterprise mannequin derived from our founding as a digitally native-first vertical model. We give attention to proudly owning the shopper’s “closet share” by leveraging their knowledge and buy historical past to create customized focused content material and appears for that particular buyer cohort.
Digital Manufacturers Group, Inc. Firm Contact
Hil Davis, CEO
Electronic mail: make investments@digitalbrandsgroup.co
https://ir.digitalbrandsgroup.co
Ahead-looking Statements
Sure statements included on this launch are “forward-looking statements” inside the which means of the federal securities legal guidelines. Ahead-looking statements are made based mostly on our expectations and beliefs regarding future occasions impacting DBG and due to this fact contain a number of dangers and uncertainties. You may establish these statements by the truth that they use phrases resembling “will,” “anticipate,” “estimate,” “anticipate,” “ought to,” and “might” and different phrases and phrases of comparable which means or use of future dates, nonetheless, the absence of those phrases or related expressions doesn’t imply {that a} assertion just isn’t forward-looking. All statements relating to DBG’s plans, goals, projections and expectations regarding DBG’s operations or monetary efficiency, and assumptions associated thereto are forward-looking statements. We warning that forward-looking statements are usually not ensures and that precise outcomes may differ materially from these expressed or implied within the forward-looking statements. DBG undertakes no obligation to publicly replace or revise any forward-looking statements, whether or not on account of new info, future occasions or in any other case, besides as required by legislation. Potential dangers and uncertainties that would trigger the precise outcomes of operations or monetary situation of DBG to vary materially from these expressed or implied by forward-looking statements embody, however are usually not restricted to: dangers arising from DBG not being get together to any of the Shareholder Settlement and never having the ability to implement any of the provisions contained therein; the accuracy of knowledge supplied by sure holders to the Firm regarding the Shareholder Agreements; DBG’s capability so as to add and retain strategic companions and prospects; disruption to DBGs distribution system; the monetary power of DBG’s prospects; fluctuations within the value, availability and high quality of uncooked supplies and contracted merchandise; disruption and volatility within the world capital and credit score markets; notion of DBG by customers and within the markets wherein it operates; DBG’s response to altering trend traits, evolving shopper preferences and altering patterns of shopper conduct; intense competitors from on-line retailers; manufacturing and product innovation; growing strain on margins; DBG’s capability to implement its enterprise technique; DBG’s capability to develop its wholesale and direct-to-consumer companies; retail trade adjustments and challenges; DBG’s and its distributors’ capability to keep up the power and safety of knowledge expertise techniques; the danger that DBG’s services and techniques and people of our third-party service suppliers could also be susceptible to and unable to anticipate or detect knowledge safety breaches and knowledge or monetary loss; DBG’s capability to correctly acquire, use, handle and safe shopper and worker knowledge; stability of DBG’s manufacturing services and overseas suppliers; continued use by DBG’s suppliers of moral enterprise practices; DBG’s capability to precisely forecast demand for merchandise; continuity of members of DBG’s administration; DBG’s capability to guard emblems and different mental property rights; attainable goodwill and different asset impairment; DBG’s capability to execute and combine acquisitions; adjustments in tax legal guidelines and liabilities; authorized, regulatory, political and financial dangers; antagonistic or surprising climate circumstances; DBG’s indebtedness and its capability to acquire financing on favorable phrases, if wanted, may stop DBG from fulfilling its monetary obligations; and local weather change and elevated give attention to sustainability points. Extra info on potential components that would have an effect on DBG’s monetary outcomes is included sometimes in DBG’s public studies filed with the SEC, together with DBG’s Annual Report on Kind 10-Okay, and Quarterly Reviews on Kind 10-Q, and Curren Reviews on Forms8-Okay filed or furnished with the U.S. Securities and Alternate Fee.
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