Digital Brands Group, Inc. 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2025 Commission File Number 001-40400 DIGITAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) nevada 46-1942864 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1400 LAVACA STREET AUSTIN , texas 78701 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code (209) 651-0172 Securities registered pursuant to Section 12(b) of the Act: Title of Class Name of Exchange on Which Registered Common Stock, par value $0.0001 per share Nasdaq Capital Markets Warrants, each exercisable to purchase one share of common stock Nasdaq Capital Markets Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☒ If 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. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared its audit report. ☐ If the securities registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ As of June 30, 2025, the aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price of the shares of common stock on June 30, 2025, was approximately $ 40,197,117 . As of April 15, 2026, the Company had 16,629,371 shares of common stock, $0.0001 par value, issued and outstanding. EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (this “Amendment”) is being filed by Digital Brands Group, Inc. (the “Company”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission (“SEC”) on April 15, 2026 (the “Original Filing”). This Amendment is being filed solely to include the Company’s Executive Compensation Recovery (Clawback) Policy, adopted in accordance with SEC Rule 10D-1 and NASDAQ Listing Rule 5608, which was inadvertently omitted from the Original Filing. The policy is filed as Exhibit 97 to this Amendment. This Amendment speaks as of the filing date of the Original Filing. No other information included in the Original Filing has been modified or updated in any way. The Original Filing continues to speak as of the date of the filing, and the Company has not updated the disclosures contained therein to reflect any events that occurred after the filing other than as expressly indicated in this Amendment. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other SEC filings. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following exhibit is filed as part of this Amendment No. 1 to the Company’s Annual Report on Form 10-K: Exhibit 97 - Digital Brands Group, Inc. Clawback Policy effective as of November 28, 2023 (filed herewith) . SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DIGITAL BRANDS GROUP, INC. (Registrant) /s/ John Hilburn Davis IV John Hilburn Davis IV President and Chief Executive Officer Dated: May 5, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Position Date /s/ John Hilburn Davis IV Director, President and Chief Executive Officer May 5, 2026 John Hilburn Davis IV (Principal Executive Officer) /s/ Reid Yeoman Chief Financial Officer May 5, 2026 Reid Yeoman (Principal Financial and Accounting Officer) /s/ Mark T. Lynn Director May 5, 2026 Mark T. Lynn /s/ Trevor Pettennude Director May 5, 2026 Trevor Pettennude /s/ Jameeka Aaron Green Director May 5, 2026 Jameeka Aaron Green /s/ Huong “Lucy” Doan Director May 5, 2026 Huong “Lucy” Doan