Destination XL Group, Inc SC TO-T, filed May 12, 2026

Destination XL Group, Inc. (DXLG)

SC TO-T 2026-05-12

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Added on October 27, 2026

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	☒	third-party tender offer subject to Rule 14d-1.

	☐	issuer tender offer subject to Rule 13e-4.

	☐	going-private transaction subject to Rule 13e-3.

	☐	amendment to Schedule 13D under Rule 13d-2.

	☐	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

	☐	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

Exhibit		Description
(a)(1)(A)		Offer to Purchase, dated May 12, 2026.
(a)(1)(B)		Form of Letter of Transmittal.
(a)(5)(A)		Press Release Issued by Zodiac Partners II, LLC on May 12, 2026.
(d)		Equity Commitment Letter between Zodiac Partners II, LLC and Camac Fund LP, dated May 11, 2026.
(b)		Indicative $75 million Revolving Credit Facility Term Sheet (Pricing Redacted) issued by Eclipse Business Capital.
107		Filing Fee Exhibit.

Dated: May 12, 2026
	Zodiac Partners II, LLC

	By:	/s/ Ziggy Gokea
	Name:	Ziggy Gokea
	Title:	Managing Member

	Camac Fund, LP

	By:	/s/ Eric Shahinian
	Name:	Eric Shahinian
	Title:	Manager of GP

SUMMARY TERM SHEET			1

INTRODUCTION			6

THE OFFER			7

	1.	Terms of the Offer.	7
	2.	Acceptance for Payment and Payment for Shares.	8
	3.	Procedure for Tendering Shares.	9
	4.	Withdrawal Rights.	11
	5.	U.S. Federal Income Tax Considerations.	12
	6.	Price Range of Shares; Dividends.	14
	7.	Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration Under the Exchange Act; Margin Regulations.	15
	8.	Certain Information Concerning DXL.	15
	9.	Certain Information Concerning the Purchaser, Zodiac Partners II, LLC, and Camac Fund, LP.	16
	10.	Source and Amount of Funds.	17
	11.	Background of the Offer.	18
	12.	Purpose of the Offer and the Proposed Merger; Plans for DXL; Statutory Requirements; Approval of the Proposed Merger.	18
	13.	Dividends and Distributions.	20
	14.	Conditions of the Offer.	20
	15.	Certain Legal Matters; Regulatory Approvals; Appraisal Rights.	23
	16.	Legal Proceedings.	25
	17.	Fees and Expenses.	25
	18.	Miscellaneous.	26

	●	the Offer is being made for all outstanding Shares solely for cash;

	●	the Offer is subject to a financing condition;

	●	the purchaser has received conditional financing commitments in respect of funds, together with Camac Fund’s Equity Commitment, sufficient to purchase all Shares validly tendered in the Offer and not validly withdrawn as described in more detail in “The Offer—Section 10—Source and Amount of Funds”; and

	●	if we consummate the Offer, we will acquire in the Proposed Merger all remaining Shares that are not purchased in the Offer (other than Shares held by purchaser and its subsidiaries or by stockholders who perfect their appraisal rights) for an amount in cash per Share equal to the highest price paid per Share pursuant to the Offer, and we will have sufficient funds available pursuant to the financing commitments to consummate the Proposed Merger.

	●	the gain, if any, is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States and, if required by an applicable income tax treaty, attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States;

	●	the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the exchange of Shares pursuant to the Offer or, if applicable, the Proposed Merger, and certain other requirements are met; or

	●	DXL is or has been a “U.S. real property holding corporation” (a “USRPHC”) under section 897 of the Code at any time during the shorter of the five-year period ending on the date of the disposition and the Non-U.S. Holder’s holding period for the Shares, in which case, subject to the exception set forth in the second sentence of the next paragraph, such gain will be subject to U.S. federal income tax in the same manner as income effectively connected with the conduct of a trade or business within the United States.

	High		Low		Dividends Paid
Fiscal Year 2024:
First Quarter (February 4-May 4, 2024)	$	4.16	$	3.12		—
Second Quarter (May 5-August 3, 2024)	$	3.93	$	3.01		—
Third Quarter (August 4-November 2, 2024)	$	3.29	$	2.19		—
Fourth Quarter (November 3-February 1, 2025)	$	3.10	$	2.15		—
Fiscal Year 2025:
First Quarter (February 2-May 3, 2025)	$	2.77	$	0.90		—
Second Quarter (May 4-August 2, 2025)	$	1.69	$	0.93		—
Third Quarter (August 3-November 1, 2025)	$	1.52	$	0.97		—
Fourth Quarter (November 2-January 31, 2026)	$	1.58	$	0.68		—
Fiscal Year 2026:
First Quarter (February 1, 2026 - April 30, 2026)	$	0.73	$	0.44		—
Second Quarter (May 1, 2026 - May 11, 2026)	$	0.74	$	0.59		—

	a.	Minimum Tender Condition. There being validly tendered and not validly withdrawn prior to the Expiration Time (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received,” as such term is defined by Section 251(h) of the DGCL) that number of Shares that, when added to the Shares then owned by purchaser, would represent one share more than one half of all Shares then outstanding as of the Expiration Time (the “Minimum Tender Condition”).

	b.	Board Approval Condition. The DXL Board having approved (i) the Offer and the Proposed Merger pursuant to Section 251(h) of the DGCL (and DXL having entered into a merger agreement with Purchaser that provides that the Proposed Merger can be completed in the manner permitted by Section 251(h) of the DGCL), (ii) the Offer and the Proposed Merger under Section 203 of the DGCL (the “Board Approval Condition”), and (iii) waived the restrictions of Section 4.03 of Article IV of its Certificate of Incorporation, and any other contractual, statutory or other restrictions, with respect to the Offer.

	c.	Regulatory Approvals Condition. (i) The waiting period (including any extensions thereof and any timing agreement entered into with any governmental entity to delay or not consummate the Offer and the Proposed Merger) applicable to the consummation of the Offer and the Proposed Merger under the HSR Act, shall have expired or been earlier terminated or not be applicable ; and (ii) all other waiting periods (or extensions thereof or and any timing agreements entered into with any governmental entity to delay or not consummate the Offer and the Proposed Merger) any applicable antitrust or competition laws and regulations (other than the HSR Act) shall have expired or been earlier terminated and all other approvals, permits, authorizations, extensions, actions or non-actions, waivers and consents of any governmental entity required in connection the consummation of the Offer or the Proposed Merger shall have been obtained (the “Regulatory Approvals Condition”).

	d.	Material Adverse Effect Condition. Since January 31, 2026, there has not been a Material Adverse Effect (the “Material Adverse Effect Condition”). A “Material Adverse Effect” means any change, event, violation, effect inaccuracy, circumstance or developments (a “ Change”) that, individually or in the aggregate with all other Changes that have occurred on or prior to the date of determination of the occurrence of the Material Adverse Effect, and have, or are reasonably expected to have, a material adverse effect on the business, properties, assets (including intangible assets), condition (financial or otherwise), prospects, capitalization, liabilities, financial condition or results of operations of DXL, taken as a whole; provided, however, that none of the following (by itself or when aggregated) will be deemed to be or constitute a Material Adverse Effect or will be taken into account when determining whether a Material Adverse Effect has occurred or may, would or could occur (subject to the limitations set forth below): (i) changes in general economic conditions in the United States or any other country or region in the world, or changes in conditions in the global economy generally; (ii) changes in conditions in the financial markets, credit markets or capital markets in the United States or any other country or region in the world, including (1) changes in interest rates or credit ratings in the United States or any other country; (2) changes in exchange rates for the currencies of any country; or (3) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over the-counter market operating in the United States or any other country or region in the world; (iii) changes in conditions in the industries in which DXL generally conduct business; (iv) changes in regulatory, legislative or political conditions in the United States or any other country or region in the world; (v) any geopolitical conditions, outbreak of hostilities, acts of war, sabotage, terrorism (including cyberattacks or cyberterrorism) or military actions (including any escalation or general worsening of any such hostilities, acts of war, sabotage, terrorism or military actions) in the United States or any other country or region in the world; (vi) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions, epidemics, pandemics or disease outbreaks and other force majeure events in the United States or any other country or region in the world; (vii) changes or proposed changes in GAAP or other accounting standards or in any applicable laws or regulations (or the enforcement or interpretation of any of the foregoing); (viii) changes in the price or trading volume of the DXL Common Stock, in and of itself (it being understood that any cause of such change may be deemed to constitute, in and of itself, a Material Adverse Effect and may be taken into consideration when determining whether a Material Adverse Effect has occurred, to the extent not otherwise excluded hereunder); and (ix) any failure, in and of itself, by DXL to meet (A) any public estimates or expectations of revenue, earnings or other financial performance or results of operations for any period; or (B) any internal budgets, plans, projections or forecasts of its revenues, earnings or other financial performance or results of operations (it being understood that any cause of any such failure may be deemed to constitute, in and of itself, a Material Adverse Effect and may be taken into consideration when determining whether a Material Adverse Effect has occurred, to the extent not otherwise excluded hereunder) except, with respect to clauses (i), (ii), (iv), (v), (vi) and (vii), to the extent that such Change has had a disproportionate adverse effect on DXL relative to other companies of a similar size operating in the industries in which DXL conducted business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether there has occurred a Material Adverse Effect. .

	e.	No Injunction Condition. No court or other governmental entity of competent jurisdiction shall have proposed, enacted, issued, promulgated, enforced, entered or deemed applicable any Law (whether temporary, preliminary or permanent) that restrains, enjoins or otherwise prohibits consummation of the Offer, the acceptance for payment of or the payment for some or all of the Shares by the Purchaser or any of their respective subsidiaries or affiliates, or the consummation of the Proposed Merger or any other merger or business combination involving DXL (the “No Injunction Condition”). “Laws” mean federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any governmental entity.

	f.	Other Conditions:

	ii.	neither DXL nor any of its subsidiaries shall have (A) adopted, entered into or amended any employment, severance, change of control, retention or other similar agreement, arrangement or plan with or for the benefit of any of its officers, directors, employees or consultants or made grants or awards thereunder, in each case other than in the ordinary course of business or adopted, entered into or amended any such agreements, arrangements or plans so as to provide for increased benefits to officers, directors, employees or consultants as a result of or in connection with the making of the Offer, the acceptance for payment of or payment for some of or all the Shares by us or our consummation of any merger or other similar business combination involving DXL (including, in each case, in combination with any other event such as termination of employment or service), (B) except as may be required by law, taken any action to terminate or amend or materially increase liability under any employee benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974) of DXL or any of its subsidiaries, or we shall have become aware of any such action which was not previously announced, or (C) transferred into escrow (or other similar arrangement) any amounts required to fund any existing benefit, employment, severance, change of control or other similar agreement, in each case other than in the ordinary course of business;

	iii.	neither DXL nor any of its subsidiaries shall have amended, or authorized or proposed any amendment to, its certificate of incorporation or bylaws (or other similar constituent documents) or we become aware that DXL or any of its subsidiaries shall have amended, or authorized or proposed any amendment to any of their respective certificates of incorporation or bylaws (or other similar constituent documents) which has not been previously disclosed, in each case in a manner that, in the reasonable judgment of purchaser, might, directly or indirectly, (A) delay or otherwise restrain, impede or prohibit the consummation of the Offer or the Proposed Merger or (B) prohibit or limit the full rights of ownership of shares of the Shares by purchaser or any of its affiliates, including, without limitation, the right to vote any shares of Shares acquired by Purchaser pursuant to the Offer or otherwise on all matters properly presented to DXL stockholders for a vote;

By Mail:		By Express Mail; or Courier:

Odyssey Transfer and Trust Company		Odyssey Transfer and Trust Company

Attn: Corporate Actions, DXLG		Attn: Corporate Actions, DXLG

860 Blue Gentian Road, Suite 320		860 Blue Gentian Road, Suite 320

Eagan, MN 55121		Eagan, MN 55121

uscorporateactions@odysseytrust.com		uscorporateactions@odysseytrust.com


THE UNDERSIGNED TENDERS ALL UNCERTIFICATED SHARES THAT MAY BE HELD IN THE NAME OF THE REGISTERED HOLDER(S) BY THE TRANSFER AGENT.

DESCRIPTION OF SHARES TENDERED (INCLUDING UNCERTIFICATED SHARES)
Name(s) and Address(es) of Registered Holder(s) (Name(s) should be exactly as name(s) appear(s) on stock certificate(s) or on a security position listing. Please correct any errors below or fill in, if blank.)	Shares Tendered (Attach additional list if necessary)
	Certificate Number(s)*	Total Number of Shares Represented by Certificate(s)*	Number of Shares Tendered (including uncertificated shares)






	Total Shares

☐	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY’S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

	Name of Tendering Institution
	Account Number
	Transaction Code Number

☐	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

	Name(s) of Tendering Stockholder(s)
	Date of Execution of Notice of Guaranteed Delivery
	Name of Institution that Guaranteed Delivery
	If delivery is by book-entry transfer:
	Name of Tendering Institution
	Account Number
	Transaction Code Number


	SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 6, 7 and 8)
	To be completed ONLY if the check for the purchase price of Shares purchased (less any required withholding taxes) or certificates for Shares not tendered or not purchased are to be issued in the name of someone other than the undersigned.

	Issue		☐ check
			☐ certificates to:
	Name
			(Please Print)
	Address


			(Zip Code)

	Taxpayer Identification Number


	SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 6, 7 and 8)
	To be completed ONLY if the check for the purchase price of Shares purchased (less any required withholding taxes) or certificates for Shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s).

	Issue		☐ check
			☐ certificates to:
	Name
			(Please Print)
	Address


			(Zip Code)


Area Code and Telephone Number

Tax Identification or Social Security No.:

Authorized Signature
Name
		(Please Print)
Area Code and Telephone Number
Dated		, 2026