Destination XL Group, Inc SC TO-T/A, filed May 27, 2026

Destination XL Group, Inc. (DXLG)

SC TO-T/A 2026-05-27

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Added on October 27, 2026

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☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

	☒	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.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

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

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

Exhibit		Description
(a)(1)(A)		Amended Offer to Purchase, dated May 27, 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 (confidential treatment has been requested for certain portions of this exhibit).*
107		Filing Fee Exhibit.
(a)(1)(C)		Notice of Guaranteed Delivery.*
(e)		Schedule I.*
(a)(1)(F)		W-9 Guidelines.*
(a)(1)(E)		Letter to Clients.*
(h)		Press Release Issued by Zodiac Partners II, LLC on May 21, 2026.*

Dated: May 27, 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;

	●	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 the 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.

	●	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 26, 2026)	$	0.82	$	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;

BORROWER	NewCo Acquisition, thereof (collectively, “Borrower”)

BORROWER	Zodiac Partners II LLC

LENDER	Eclipse Business Capital LLC or one of its affiliates. (“EBC”)

SENIOR SECURED CREDIT FACILITY	Up to a $75,000,000 Revolving Credit Facility

BORROWING BASE AVAILABILITY	Up to [*]% of eligible credit card receivables and up to [*]% of the net orderly liquidation value of Borrower’s eligible inventory. Typical eligibility criteria for a secured credit facility would apply.

TERM	36 Months

USE OF PROCEEDS	The proceeds will be used to finance the acquisition of a retail company, provide working capital, fund capital expenditures and for general corporate purposes.

INTEREST RATE	For all loans, absent a default, 1-month Adjusted Term SOFR ([***]% Floor) plus the Applicable Margin.

APPLICABLE MARGIN	Adjusted Term SOFR plus [***]% (360-day year)

FEES	A Closing Fee of [*] of the Revolving Credit Facility, which shall be treated as an original issue discount. Unused Facility Fee of 0.[]% of the unused portion of the Revolving Credit Facility. Collateral Monitoring Fee of [] of the used portion of the Revolving Credit Facility for each month, or part thereof, payable monthly. Prepayment premium, of []% in the first year, []% in the second year and [*]% in the third year.

DEFAULT RATE	Default interest at [***]% above the rate otherwise applicable.

SECURITY	Fully perfected first priority security interest in all existing and after-acquired assets of Borrower. All collateral would be free and clear of other liens, claims and encumbrances, except permitted liens and encumbrances reasonably acceptable to EBC.

Name	Position with Purchaser	Citizenship	Present Principal Occupation and History
Siegfried (Ziggy) Gokea	Managing Member	United States	Managing Member, Zodiac Partners II LLC, since 2025. Prior: Managing Member Zodiac Partners I LLC from 2024 Prior: Senior Associate, Associate, Analyst, from 2020-2024

Eric Shahinian	Manager of Camac Partners, LLC, and Manager of Camac Fund, LP, each of which could be considered to control Zodiac Partners II LLC	United States	Manager of GP, Camac Fund LP, since 2011

Craig Rosmarin	CFO of Camac Partners, LLC, Manager of Camac Fund, LP	United States	CFO of Camac Partners, LLC, manager of Camac Fund LP, since 2021

For this type of account:		Give the SSN of:
1. An individual’s account		The individual
2. Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account (1)
3. Custodian account of a minor (Uniform Gift to Minors Act)		The minor (2)
4a. The usual revocable savings trust account (grantor is also trustee)		The grantor-trustee (1)
4b. So-called trust account that is not a legal or valid trust under State law		The actual owner (1)
5. Sole proprietorship or disregarded entity owned by an individual		The owner (3)

For this type of account:		Give the EIN of:
6. Disregarded entity not owned by an individual		The owner
7. A valid trust, estate, or pension trust		The legal entity (4)
8. Corporate or LLC electing corporate status on Form 8832		The corporation
9. Association, club, religious, charitable, educational, or other tax-exempt organization		The organization
10. Partnership or multi-member LLC		The partnership
11. A broker or registered nominee		The broker or nominee
12. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity

	—	An organization exempt from tax under Section 501(a) of the Internal Revenue Code, any IRA where the payor is also a trustee or custodian or a custodial account under Section 403(b)(7) of the Internal Revenue Code if the account satisfies the requirements of Section 401(f)(2) of the Internal Revenue Code.
	—	The United States or any of its agencies or instrumentalities.
	—	A State, the District of Columbia, a possession of the United States, or any of their subdivisions or instrumentalities.
	—	A foreign government or any of its political subdivisions, agencies or instrumentalities.
	—	An international organization or any of its agencies or instrumentalities.
	—	A corporation.
	—	A foreign central bank of issue.
	—	A dealer in securities or commodities required to be registered in the United States, the District of Columbia, or a possession of the United States.
	—	A real estate investment trust.
	—	An entity registered at all times during the tax year under the Investment Company Act of 1940.

	—	A middleman known in the investment community as a nominee or custodian.
	—	A trust exempt from tax under Section 664 of the Internal Revenue Code or described in Section 4947 of the Internal Revenue Code.

	—	Failure to Furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
	—	Civil Penalty for False Information With Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.
	—	Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
	—	Misuse of TINs. If the requester discloses or uses TINs in violation of Federal law, the payer may be subject to civil and criminal penalties.

	1.	The tender price is $0.82 per Share, net to you in cash.

	2.	The Offer and withdrawal rights expire at 5:00 PM, Eastern time, on Monday, June 22^nd, 2026, unless extended (as extended, the “Expiration Date”).

	3.	The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn before the Expiration Date a number of Shares which, together with the Shares then owned by the Parent and its subsidiaries (including the Purchaser), represents at least a majority of the total number of Shares outstanding on a fully diluted basis.

	4.	Any stock transfer taxes applicable to the sale of Shares to the Purchaser pursuant to the Offer will be paid by the Purchaser, except as otherwise provided in Instruction 6 of the Letter of Transmittal.