ADDED
The registrant had 54,810,511 shares of Common Stock, $0.01 par value, outstanding as of March 9, 2026.
Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.
At January 31, 2026, we operated 258 DXL retail stores, 17 DXL outlet stores, 5 Casual Male XL retail stores, 15 Casual Male XL outlet stores, and a digital business, including an e-commerce site at www.dxl.com, a mobile site m.destinationXL.com and mobile app.
We 3 refer to our fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024 as fiscal 2025, fiscal 2024 and fiscal 2023, respectively.
RECENT DEVELOPMENTS FullBeauty Merger On December 11, 2025, the Company, Divine Merger Sub I, Inc., a Delaware corporation and wholly owned direct subsidiary of the Company ( Merger Sub ), and FBB Holdings I, Inc., a Delaware corporation ( FBB or FullBeauty ), entered into an Agreement and Plan of Merger (the Merger Agreement ).
The Merger Agreement provides that, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into FBB, with FBB continuing as the surviving corporation as a wholly owned subsidiary of the Company (the Merger ).
At the effective time of the Merger, each share of common stock, par value $0.01 per share, of FBB ( FBB Common Stock ) will be converted into the right to receive that number of fully paid and nonassessable shares of the common stock, par value $0.01 per share, of the Company (the DXL Common Stock ) equal to the Exchange Ratio, as defined in the Merger Agreement.
A holder of FBB 4 Common Stock who would otherwise be entitled to receive a fraction of a share of DXL Common Stock will have such fractional share rounded up to one whole share of DXL Common Stock.
Following the consummation of the Merger, holders of FBB Common Stock will own 55% of the combined company and holders of DXL Common Stock will own 45% of the combined company.
FullBeauty, a private company with sales for the 53 weeks ended January 3, 2026 of approximately $0.7 billion, is a leading direct to consumer retailer specializing in size inclusive fashion for plus-size women and big + tall men.
REMOVED
The registrant had 53,524,864 shares of Common Stock, $0.01 par value, outstanding as of March 7, 2025.
These forward-looking statements generally relate to plans and objectives for future operations and are based upon management s reasonable estimates of future results or trends.
At February 1, 2025, we operated 247 DXL retail stores, 15 DXL outlet stores, 7 Casual Male XL retail stores, 19 Casual Male XL outlet stores, and a digital business, including an e-commerce site at www.dxl.com, a mobile site m.destinationXL.com and mobile app.
We refer to our fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023 as fiscal 2024, fiscal 2023 and fiscal 2022, respectively.
BUSINESS STRATEGY Over the past several years, we have transformed our business, investing in our customer relationship capabilities, our data infrastructure and our data analytics capabilities.
We have achieved a heightened level of operational excellence, recapitalized our balance sheet to provide a greater level of financial flexibility, made investments in our technical capabilities, and upgraded our leadership team.
Progress on Our Long-Range Plan and Future Growth Strategy During fiscal 2024, we made meaningful progress with many aspects of our long-term strategic growth initiatives, and we continue to believe that these initiatives will give us the opportunity to build greater brand awareness and a greater opportunity for long-term growth over time.
However, we believe the men's apparel market has faced significant macroeconomic and sector headwinds that have contributed to weak consumer demand for Big + Tall apparel.
With the continued downward cyclical pressure on sales, we have paused certain objectives to focus on protecting our existing business and mitigating erosion in free cash flow.
While we still remain committed to our long-range plan, we believe adjusting the timeline for aspects of our initiatives is prudent to ensure that we remain fiscally responsible with our investment spending and focused on near-term profitability and generating free cash flow.