DBGI · Digital Brands Group, Inc.

Digital Brands Group, Inc. amended its February 16, 2026 letter agreements with four holders of existing warrants issued under a February 2025 S-1 registration. Originally, holders exercised 2,365,968 existing warrants immediately and committed to exercise 9,634,032 New Warrants by June 17, 2026, receiving the New Warrants as consideration. The April 14, 2026 amendments accelerate a portion, requiring each holder to exercise 946,970 New Warrants by May 31, 2026, generating approximately $2.5 million in gross proceeds at $0.66 per share. This provides near-term non-dilutive cash inflow to the Company ahead of the original June deadline. Additionally, the Company commits to registering the underlying common shares for resale via Form S-3 shortly after its 2025 10-K filing, facilitating liquidity for holders. The amendments ratify the original agreements otherwise, governed by Nevada law. Exhibit 10.1 details per-holder terms, confirming one holder's New Warrants as 2,408,508 from exercising 591,492 existing warrants, scaling proportionally across holders. This structured financing supports liquidity without new equity issuance, though increases potential future dilution upon full New Warrant exercise.