Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item Departure 5.02 of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 14, 2026 (the “Effective Date”), Digital Brands Group, Inc.…
Digital Brands is a curated collection of lifestyle brands, including Bailey, DSTLD, Stateside, Sundry and Avo, that offers a variety of apparel products through direct-to- consumer and wholesale distribution. Our complementary brand portfolio provides us with the unique opportunity to cross merchandise our brands. We aim for our customers to wear our brands head to toe and to capture what we call “closet share” by gaining insight into their preferences to create targeted and personalized content specific to their cohort. Operating our brands under one portfolio provides us with the ability to better utilize our technological, human capital and operational capabilities across all brands. As a result, we have been able to realize operational efficiencies and continue to identify additional cost saving opportunities to scale our brands and overall portfolio.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item Departure
5.02 of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
July 14, 2026 (the “Effective Date”), Digital Brands Group, Inc. (the “Company”) appointed David Sosnowski to
serve as an independent director on its Board of Directors (the “Board”), pursuant to a Board of Directors Agreement entered
into between the Company and Mr. Sosnowski (the “Director Agreement”). Under the terms of the Director Agreement, Mr. Sosnowski’s
appointment is for an initial term of one (1) year from the Effective Date, subject to successive one-year renewals, and will otherwise
continue until the Company’s next annual meeting of shareholders or Mr. Sosnowski’s earlier resignation, removal, or death.
In
connection with his appointment to the Board, the Company and Mr. Sosnowski entered into the Director Agreement, pursuant to which Mr.
Sosnowski will receive an annual cash retainer of $100,000, payable in quarterly installments commencing July 31, 2026. Mr. Sosnowski
was also granted non-qualified stock options (“Options”) under the Company’s 2020 Stock Incentive Plan to purchase
up to 20,000 shares of the common stock of the Company at an exercise price of $5.00 per share. The Options vest at a rate of 25% per
quarter beginning on the date of grant and expire five years from the date of issuance, in each case in accordance with the terms and
conditions of the award agreement to be entered into with Mr. Sosnowski.