In connection with the merger with FBB Holdings I, Inc., a Delaware corporation ("FullBeauty"), we filed an Amendment No. 1 to Preliminary Proxy Statement (as amended, the "Preliminary Proxy Statement") with the U.S. Securities and Exchange Commission (the "SEC") on September 2, 2026.

As described in the Preliminary Proxy Statement, our Board of Directors (the "DXL Board"), as part of its ongoing fiduciary duties to the Company’s stockholders, has continued to evaluate the merger. As part of that evaluation, the DXL Board has considered, among other things, (i) the increasingly challenging consumer environment since the execution of the merger agreement in December 2025, (ii) FullBeauty’s continuing decline in operating performance and financial results, including lower-than-expected net sales, net income (loss), adjusted EBITDA and cash flow from operations as compared to both prior-year performance and prior projections (and the corresponding heightened risk that FullBeauty will not achieve its projections for the current fiscal year), (iii) FullBeauty’s increased level of indebtedness, (iv) concerns regarding FullBeauty’s potential negative equity value, and (v) the substantial economic dilution that DXL stockholders would experience if the merger were consummated on its current terms.

Based on this evaluation, including these considerations, the DXL Board has determined that the merger and the transactions contemplated by the merger agreement, including the issuance proposal, are no longer advisable and are not in the best interests of DXL and its stockholders.