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”).