Destination XL Group urges vote against FullBeauty merger

• Destination XL Group filed a preliminary proxy statement recommending stockholders vote against its pending merger with FullBeauty.
• The DXL Board cited a challenging consumer environment, FullBeauty debt, and potential economic dilution for stockholders.
• Definitive proxy materials will be mailed to investors ahead of an upcoming Special Meeting.

Destination XL Group (NASDAQ:DXLG) filed a preliminary proxy statement with the SEC regarding its pending merger agreement with FBB Holdings I, also known as FullBeauty.

The board re-evaluated the transaction since signing the agreement in December 2025 due to a more challenging consumer environment and concerns over negative equity value.

"The merger and related issuance proposal are no longer advisable and not in the best interests of DXL and its stockholders," stated the Destination XL Group board.

The board specifically highlighted substantial economic dilution that DXL stockholders would experience if the transaction proceeded on its current terms.

Following the announcement, Destination XL Group's share price was down at $2.15.

Definitive proxy materials will be mailed to shareholders ahead of a scheduled Special Meeting to formally vote on the issuance proposal.