Form 8-K

8-K — Digital Brands Group, Inc.

Accession: 0001493152-26-024101

Filed: 2026-05-18

Period: 2026-05-12

CIK: 0001668010

SIC: 5600 (RETAIL-APPAREL & ACCESSORY STORES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 12, 2026

Digital

Brands Group, Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-40400

46-1942864

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

Number)

1400

Lavaca Street, Austin, TX 78701

(Address

of principal executive offices, including Zip Code)

Registrant’s

telephone number, including area code: (212) 524-6860

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

DBGI

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

7.01

Regulation

FD Disclosure.

May 12, 2026, Digital Brands Group, Inc. (the “Company”) issued a press release announcing guidance for its 2026 fiscal year.

The Company announced that it anticipates its 2026 fiscal year revenue to be in the range of $55 million to $65 million and free cash

flow to be in the range of $2.5 million to $3.5 million. A copy of the press release is attached as Exhibit 99.1 to this Current Report

on Form 8-K and is incorporated herein by reference.

The

information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor incorporated by reference in any filing under the

Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item

9.01

Financial

Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

99.1

Press Release dated May 12, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

DIGITAL

BRANDS GROUP, INC.

Date:

May 18, 2026

By:

/s/

John Hilburn Davis IV

Name:

John

Hilburn Davis IV

Title:

President

and Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Digital

Brands Group Announces Guidance for Full-Year 2026 Revenue of $55 to $65 Million and Free Cash Flow of $2.5 to $3.5 Million

Additionally,

DBG Announces Guidance for Revenue of $100 to $115 Million and Free Cash Flow of $10 to $12 Million For the Period of July 1, 2026 Through

June 30, 2027

Austin,

Texas – May 12, 2026 – Digital Brands Group, Inc. (“DBG” or the “Company”) (NASDAQ: DBGI),

a publicly traded company specializing in apparel and e-commerce, today announced that it forecasts 2026 revenue of $55 to $65 million

and free cash flow of $2.5 to $3.5 million.

Additionally,

DBGI announces forecasted revenue of $100 to $115 million and free cash flow of $10 to $12 million for the period of July 1, 2026 through

June 30, 2027.

The

Company believes that the increase in the collegiate licensing program creates a meaningful increase in its monthly revenues that tie

to the school calendar, which starts with Tik Tok rush in August 2026. This is why the Company is providing its revenue and cash flow

forecast over this period.

The

revenue and cash flow are driven by the Company’s collegiate licensing program, and the apparel licensing program through its previously

announced agreement with Global Combat Collective (“GCC”) supporting existing U.S. program deliveries.

the Company has detailed in prior announcements, the collegiate licensing program continues to increase every month from two in December

of 2025 to sixteen at the end of April 2026.

The

Company plans to cap the number of universities it will partner with to no more than thirty universities to ensure that it can provide

deep level NIL integration and product execution.

The

Company believes that by partnering with major influencers like Katie Feeney and creating monthly product drops around major football

home games or special sporting events, it will create compelling apparel stories that give back to the university’s NIL, especially

female student athletes.

The

Company plans to announce several other influencer partnerships throughout the year. The Company has seen the success of several brands

successfully driving revenue and cash flow by partnering with major influencers and celebrities.

“We

are excited to continue to add more universities to our NIL strategic initiative, which we believe clearly shows the success and traction

we are creating for student athletes, students, alumni and universities,” said Hil Davis, the Chief Executive Officer of Digital

Brands Group.

Davis

continued, “we have evolved our business model significantly based on where the Company can create a significant quality to value

customer value proposition, whether that be collegiate licensing or institutional apparel programs. We believe the largest retailers

and brands in the world create this value proposition, which creates meaningful long term shareholder value.”

announced last week, the Company has executed an apparel licensing program through GCC supporting existing U.S. program deliveries up

to $125 million in potential aggregate contract value. GCC acts as a licensed commercial channel partner supporting product delivery

opportunities associated with existing U.S. program frameworks.

The

Company expects to receive the first purchase orders no later than June this year.

About

Digital Brands Group

offer a wide variety of apparel through numerous brands on a both direct-to-consumer and wholesale basis. We have created a business

model derived from our founding as a digitally native-first vertical brand. We focus on owning the customer’s “closet share”

by leveraging their data and purchase history to create personalized targeted content and looks for that specific customer cohort.

Digital

Brands Group, Inc. Company Contact

Hil

Davis, CEO

Email:

invest@digitalbrandsgroup.co

https://ir.digitalbrandsgroup.co

Forward-looking

Statements

Certain

statements included in this release are “forward-looking statements” within the meaning of the federal securities laws. Forward-looking

statements are made based on our expectations and beliefs concerning future events impacting DBG and therefore involve several risks

and uncertainties. You can identify these statements by the fact that they use words such as “will,” “anticipate,”

“estimate,” “expect,” “should,” and “may” and other words and terms of similar meaning

or use of future dates, however, the absence of these words or similar expressions does not mean that a statement is not forward-looking.

All statements regarding DBG’s plans, objectives, projections and expectations relating to DBG’s operations or financial

performance, and assumptions related thereto are forward-looking statements. We caution that forward-looking statements are not guarantees

and that actual results could differ materially from those expressed or implied in the forward-looking statements. DBG undertakes no

obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,

except as required by law. Potential risks and uncertainties that could cause the actual results of operations or financial condition

of DBG to differ materially from those expressed or implied by forward-looking statements include, but are not limited to: risks arising

from the level of consumer demand for apparel and accessories; DBG’s ability to add and retain strategic partners and customers;

disruption to DBGs distribution system; the financial strength of DBG’s customers; fluctuations in the price, availability and

quality of raw materials and contracted products; disruption and volatility in the global capital and credit markets; DBG’s response

to changing fashion trends, evolving consumer preferences and changing patterns of consumer behavior; intense competition from online

retailers; manufacturing and product innovation; increasing pressure on margins; DBG’s ability to implement its business strategy;

DBG’s ability to grow its wholesale and direct-to-consumer businesses; retail industry changes and challenges; DBG’s and

its vendors’ ability to maintain the strength and security of information technology systems; the risk that DBG’s facilities

and systems and those of our third-party service providers may be vulnerable to and unable to anticipate or detect data security breaches

and data or financial loss; DBG’s ability to properly collect, use, manage and secure consumer and employee data; stability of

DBG’s manufacturing facilities and foreign suppliers; continued use by DBG’s suppliers of ethical business practices; DBG’s

ability to accurately forecast demand for products; continuity of members of DBG’s management; DBG’s ability to protect trademarks

and other intellectual property rights; possible goodwill and other asset impairment; DBG’s ability to execute and integrate acquisitions;

changes in tax laws and liabilities; legal, regulatory, political and economic risks; adverse or unexpected weather conditions; DBG’s

indebtedness and its ability to obtain financing on favorable terms, if needed, could prevent DBG from fulfilling its financial obligations;

and climate change and increased focus on sustainability issues. More information on potential factors that could affect DBG’s

financial results is included from time to time in DBG’s public reports filed with the SEC, including DBG’s Annual Report

on Form 10-K, and Quarterly Reports on Form 10-Q, and Curren Reports on Forms8-K filed or furnished with the U.S. Securities and Exchange

Commission.

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