UNITED STATES
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FORM
CURRENT REPORT
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| Item 5.02 | Departure 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.
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: July 20, 2026 | By: | /s/ John Hilburn Davis IV |
| Name: | John Hilburn Davis IV | |
| Title: | President and Chief Executive Officer | |