DXLG

DESTINATION XL GROUP, INC.

NASDAQ · CONSUMER DISCRETIONARY · RETAIL-FAMILY CLOTHING STORES

0.47

−0.03 −5.20%

USD · close Oct 27

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MKT CAP $26.3MP/E —DIV YIELD —FCF YIELD -47.61%REV TTM $428.9M −4.2%NET INCOME −$37.6MNET CASH $188K52W 0.37 – 1.56SEC XBRL · TTM TO Invalid Date

How DXLG rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026

Text kept

54%

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128

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sentences removed

Length

+2,030

words, now 9,866

New in FY2026

Risk Factors, Operational Risks That May Affect Our Business" for a discussion of the risks associated with the imposition of tariffs.
See "Sustainability and Governance" below for a discussion of our environmental, ethical and social audits.
MANAGEMENT INFORMATION SYSTEMS Maintaining and selectively upgrading our management information systems infrastructure is a priority to us.
We believe that the investments we have made in this regard have improved our overall efficiency and improved our access to information, enabling better and timely, data-driven decisions.
The direct business has many competitors, including KingSize, which is owned by FullBeauty, as well as online marketplaces, such as Amazon.
TRADEMARKS/TRADEMARK LICENSE AGREEMENTS We own several service marks and trademarks relating to our businesses, including, among others, “Destination XL ® ”, “DXL ® ”, “DXL Men's Apparel ® ”, “Big on Being Better ® ”, “Casual Male ® ”, “Casual Male XL ® ”, “Continuous Comfort ® ”, “FiTMAP ® ”, “Harbor Bay ® ”, “Oak Hill ® ”, “Synrgy”, “Society of One ® ”, “True Nation ® ” and “Wear What You Want ℠” .
HUMAN CAPITAL MANAGEMENT As of January 31, 2026, we employed 1,435 people.
None of our associates is represented by a collective bargaining agreement.
Under our "Inclusion and Belonging" Initiative , our "Including You!" committee delivers programs to raise awareness of unconscious bias and highlights the benefits of inclusion, diversity, and belonging in the workplace.
In addition to our learning management system, which offers a wide range of online learning opportunities, we also partner with Leadercast to provide supplemental online leadership training and content for in‑person shared events.
In fiscal 2024, we strengthened our development efforts by launching a New Manager Cohort for associates newly responsible for supervising others.
This program gives emerging managers the chance to learn together, share experiences, and build skills across a variety of leadership topics.
In fiscal 2025, we expanded these efforts with the launch of our Leadership in Action series.
This initiative brings together associates at all levels for interactive training focused on leadership skills, grounded in our organizational Ground Rules, and designed to empower participants to lead from every position.
Our Emergency Management Policy provides direction and best practices for ensuring associate safety.
Strategic Risks That May Affect Our Business If we are unable to complete the announced Merger with FullBeauty, it could have a material adverse effect on our business, results of operations, financial condition, cash flows, and stock price, and, even if the Merger is completed, there can be no assurance that the combined company will realize the anticipated benefits of the Merger or achieve expected results.
On December 11, 2025, we announced that we had entered into a Merger Agreement with FullBeauty.
The Merger, which is expected to close during the second quarter of fiscal 2026, is subject to customary closing conditions, including approval by the Company's stockholders.
There is no assurance that all of the conditions will be satisfied, that the Merger will be completed on the announced terms, or that our stockholders will approve the Merger within the expected timeframe or at all.
The closing of the Merger may be delayed, or the Merger may not be completed, for any number of reasons, including a failure to obtain stockholder approval.
If the Merger is not completed, we could suffer consequences that may adversely affect our business, financial condition, operating results, cash flows and stock price.
To the extent that the market price of our common stock reflects the assumption that the Merger will be completed, the price of our stock could decline if it is not completed.
We may experience adverse effects or changes to our relationships with customers, employees, suppliers, or other parties during the transition period or following a failure to complete the Merger.
We may also experience increased employee attrition due to the uncertainties regarding future employment or job responsibilities as a result of the Merger.
In addition, there may be potential litigation relating to the Merger instituted against us.
Further, even if the Merger is completed, there can be no assurance that we will be able to successfully integrate and scale our operations or realize the anticipated benefits and synergies of the Merger.
We may not be successful in executing our long-term strategy and growing our market share.
Our failure to execute our long-term strategy successfully could prevent or delay us from growing our market share, which could have a material adverse effect on our results of operations, cash flows and financial position, including if we are unable to: • build brand awareness to drive increased store and online traffic; • build successful collaborations and alliances; • grow our DXL digital business; • maintain a state-of-the-art website; • manage and grow our store portfolio; • predict and respond to fashion trends, while offering our customers a broad selection of merchandise in an extended selection of sizes; • grow our existing customer base; • hire qualified store management and store associates; • grow and then sustain the number of transactions, units-per-transaction and share of wallet; and • operate at appropriate operating margins.
Changes in consumer health trends, including the increased use of GLP-1 and similar weight-loss medications, could adversely affect demand for our merchandise, though such trends may also create new opportunities.
The growing availability and adoption of GLP-1 receptor agonists and other prescription medications used for weight management may contribute to changes in body size, weight distribution, and apparel needs among consumers.
To the extent these medications lead to sustained weight loss or reduced demand for extended-size apparel, particularly among men who historically have required big + tall sizing, demand for our core product offerings could decline, which could adversely affect our sales, inventory planning, and operating results.
In addition, rapid or uneven changes in customer sizing preferences could increase inventory risk, including higher markdowns to clear excess inventory, and may require adjustments to our merchandising strategy, sourcing, and supply chain that we may not be able to execute efficiently or on favorable terms.
At the same time, these trends may also present potential opportunities for our business.
Customers experiencing weight changes may require replacement wardrobes more frequently, including during transitional sizing periods, which could increase purchase frequency or demand for a broader range of sizes and fits.
On the other hand, big + tall customers on a weight loss journey may shop less often to avoid buying clothing in interim sizes.
We may benefit from opportunities to expand adjacent size categories, introduce new fits or product lines, or strengthen customer relationships through personalized customer service, loyalty programs, or fit-focused offerings.
We believe that our FiTMAP® technology, which is an innovative, contactless digital scanning technology licensed by Formcut until January 1, 2030 that captures 243 unique measurements, and our proprietary Size Mapping tool, which ensures a great fit for our scanned customers with most of our best-selling brands, as well as our custom clothing offerings, uniquely position us to help consumers respond to the positive effects of these medications.
However, our ability to realize any such benefits will depend on our ability to anticipate and respond effectively to evolving consumer preferences, manage inventory and costs, and execute our strategic initiatives successfully.
Our marketing programs and efforts to drive awareness and traffic and to convert that traffic into an increased loyal customer base are critical to achieving market share growth within the big + tall men’s apparel market and may not be successful.
In order to grow our market share, we depend on the success of our marketing and advertising in a variety of ways, including streaming media advertising, advertising events, our loyalty program, direct mail, paid search, and digital marketing, including social media and customer prospecting.

and 88 more.

Gone since FY2025

Risk Factors, Operational Risks That May Affect Our Business" for a discussion of the risks associated with the imposition of pending tariffs.
See "Sustainability" below for a discussion of our environmental, ethical and social audits.
MANAGEMENT INFORMATION SYSTEMS The infrastructure of our management information systems is a priority to us.
We believe that the investments we have made in this regard have improved our overall efficiency and improved our access to information, enabling timely, data-driven decisions.
The direct business has many competitors, including the King Size catalog and website as well as online marketplaces, such as Amazon.
TRADEMARKS/TRADEMARK LICENSE AGREEMENTS We own several service marks and trademarks relating to our businesses, including, among others, “Destination XL ® ”, “DXL ® ”, “DXL Men's Apparel ® ”, “Big on Being Better ® ”, “Casual Male ® ”, “Casual Male XL ® ”, “Harbor Bay ® ”, “Oak Hill ® ”, “Continuous Comfort ® ”, “Synrgy”, “Society of One ® ”, “True Nation ® ” and “Wear What You Want ℠” .
HUMAN CAPITAL MANAGEMENT As of February 1, 2025, we employed 1,447 people.
None of our associates are represented by a collective bargaining agreement.
Since 2017, we have had an initiative called "Normalizing the Brand." Under that umbrella, our "Including You!" committee delivers programs to raise awareness of unconscious bias and highlights the benefits of inclusion, diversity, and belonging in the workplace.
In addition to our learning management system, which provides a wide array of online learning opportunities, we also engage with Leadercast, which provides a platform that offers additional online leadership training as well as content for in-person shared events.
In fiscal 2024, we continued to focus on development by launching a New Manager Cohort, designed for associates new to supervising others.
This program provides associates with an opportunity to learn together and from each other on a variety of leadership topics.
Our safety manual provides direction and best practices for ensuring associate safety.
Strategic Risks That May Affect Our Business We may not be successful in executing our long-term strategy and growing our market share.
Our failure to execute our long-term strategy successfully could prevent or delay us from growing our market share, which could have a material adverse effect on our results of operations, cash flows and financial position, including if we are unable to: • grow our store portfolio; • build brand awareness to drive increased store and online traffic; • build successful collaborations and alliances, similar to our alliances with UNTUCKit and Nordstrom; • grow our DXL digital business; • maintain a state-of-the-art website; • predict and respond to fashion trends, while offering our customers a broad selection of merchandise in an extended selection of sizes; • grow our existing customer base; • hire qualified store management and store associates; • grow and then sustain the number of transactions, units-per-transaction and share of wallet; and • operate at appropriate operating margins.
Our marketing programs and efforts to drive traffic and convert that traffic into an increased loyal customer base are critical to achieving market share growth within the big + tall men’s apparel market and may not be successful.
In order to grow our market share, we depend on the success of our marketing and advertising in a variety of ways, including streaming media advertising, advertising events, our loyalty program, direct mail, and digital marketing, including social media and customer prospecting.
By the end of fiscal 2024, we were in the final stages of launching our new updated e-commerce platform.
There can be no assurance that this change will drive additional traffic and conversion or that our customers will respond positively to the changes.
Our business may be adversely affected if we are unable to manage and grow our store portfolio successfully.
One of our long-term strategic initiatives is to grow our store portfolio over the next several years and we have identified multiple white space opportunities in new or underpenetrated markets.
We are also actively reviewing opportunities to relocate or convert the majority of our remaining Casual Male XL stores to DXL.
If we are unable to find locations or obtain favorable lease terms, we may not be able to grow or maintain our current store base and the lack of store growth could negatively affect our ability to grow revenue and market share.
Depending on market conditions and our Company's performance, the pace at which we open store locations may have to be slowed or paused.
Disruptions in the global supply chain in foreign ports, the impact of climate change and shortages of vessels and shipping containers may impact our ability to import inventory in a timely manner.
Instability in the Middle East has made accessing the Suez Canal a risk, thereby prompting vessels to avoid this route, which adds time and cost.
In addition, statements from the current administration regarding potential tariffs, sanctions, import/export restrictions and future actions may have a negative impact on the supply chain and may limit the availability of certain raw materials and result in an increase of associated cost.
The recent discussion of tariffs on various products by the United States and other countries may create greater uncertainty with respect to trade policies and government regulations affecting trade between the United States and other countries.
Furthermore, it is possible that other forms of trade restriction, including tariffs, quotas and customs restrictions, will be put into place in the United States or in countries from which we source our products.
We cannot predict whether any of the countries in which our merchandise currently is manufactured or may be manufactured in the future will be subject to additional trade restrictions imposed by the United States or other foreign governments, including the likelihood, type, or effect of any such restrictions.
Any of these actions, if ultimately enacted, could adversely affect our results of operations or profitability.
The United States Treasury Department has placed sanctions on China’s Xinjiang Production and Construction Corporation ("XPCC") for serious human rights abuses against ethnic minorities in China’s Xinjiang Uyghur Autonomous Region.
If, despite third-party audits, the manufacturing facilities engage in workplace or human rights violations and we are unable to identify or correct it, it may negatively affect our business and harm our brand.
The United States big + tall men’s apparel market is highly competitive with many national and regional department stores, mass merchandisers, specialty apparel retailers, discount stores and online retailers offering a broad range of apparel products similar to the products that we sell.
In addition, we maintain exclusivity arrangements with several of the brands that we carry.
If we were to lose any of these exclusivity arrangements or brands altogether, our revenues may be adversely affected.
Further, extreme weather conditions caused by climate change could negatively impact our financial results if our retail locations are unable to open, customers are unable to travel or our distribution center is unable to fulfill orders or delivery inventory.
We are working to develop policies, standards and goals to help mitigate these risks, including working closely with our vendors and business partners to help identify such risks, develop standards and improve processes.
Our Sustainability and Governance Committee, comprising a cross-discipline of corporate management, has engaged a third-party firm to assist us in the development of the Company's policies and initiatives.
In addition, in October 2023, California enacted the Climate Corporate Data Accountability Act and the Climate Related Financial Risk Act that require large public and private companies that do business within the state to disclose their Scopes 1, 2, and 3 GHG emissions, with third-party assurance of GHG emissions information for certain entities, and issue public reports on their climate-related financial risk and related mitigation measures.

and 15 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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