| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
DESTINATION XL GROUP, INC. [ DXLG ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $0.01 par value | 04/01/2026 | M | 17,990 | A | (1) | 747,847 | D | |||
| Common Stock, $0.01 par value | 04/01/2026 | M | 20,572 | A | (1) | 768,419 | D | |||
| Common Stock, $0.01 par value | 04/01/2026 | M | 25,440 | A | (1) | 793,859 | D | |||
| Common Stock, $0.01 par value | 04/01/2026 | M | 60,208 | A | (1) | 854,067 | D | |||
| Common Stock, $0.01 par value | 04/01/2026 | F | 52,603(2) | D | $0.51 | 801,464 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 04/01/2026 | M | 17,990 | (3) | (3) | Common Stock | 17,990 | $0 | 0 | D | ||||
| Restricted Stock Units | (1) | 04/01/2026 | M | 20,572 | (4) | (4) | Common Stock | 20,572 | $0 | 20,572 | D | ||||
| Restricted Stock Units | (1) | 04/01/2026 | M | 25,440 | (5) | (5) | Common Stock | 25,440 | $0 | 50,880 | D | ||||
| Restricted Stock Units | (1) | 04/01/2026 | M | 60,208 | (6) | (6) | Common Stock | 60,208 | $0 | 180,625 | D | ||||
| Explanation of Responses: |
| 1. Each RSU, as defined in the Company's 2016 Incentive Compensation Plan, represents a contingent right to receive one share of DXLG common stock. |
| 2. Represents shares withheld from shares otherwise issuable upon vesting of RSUs for payment of taxes. |
| 3. Represents RSUs for the time-based portion of the 2022-2024 Long-Term Inventive Plan awared to the Reporting Person on April 9, 2022. |
| 4. Represents RSUs for the time-based portion of the 2023-2025 Long-Term Inventive Plan awared to the Reporting Person on May 1, 2023. The remaining RSUs vest and become exercisable on April 1, 2027. |
| 5. Represents RSUs for the time-based portion of the 2024-2026 Long-Term Inventive Plan awared to the Reporting Person on April 1, 2024. The remaining RSUs vest and become exercisable on April 1, 2027 and April 1, 2028. |
| 6. Represents RSUs for the time-based portion of the 2025-2027 Long-Term Inventive Plan awared to the Reporting Person on April 1, 2025. The remaining RSUs vest and become exercisable on April 1, 2027, April 1, 2028 and April 1, 2029. |
| Harvey S. Kanter | 04/03/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||