Digital Brands Group, Inc.

Recent Developments During 2025, the Company entered into several strategic agreements to expand its collegiate apparel and marketing platform, including arrangements with AAA Tuscaloosa (University of Alabama), LLC, Traffic Holdco, LLC, Buffalo Sports Properties / Learfield, The Grove Collective, LLC, and MavDB Consulting LLC. Effective July 16, 2025, the Company entered into Exclusive Private Label Manufacturing Agreements with AAA Tuscaloosa, LLC and Traffic Holdco, LLC. Under these agreements, the Company manufactures collegiate-branded apparel for distribution through university channels and related platforms. In connection with these arrangements, the Company agreed to issue common stock with total equity commitments of approximately $3.0 million for AAA and a minimum of $9.0 million for Traffic Holdco over three-year terms. The shares are issued in exchange for services including licensing access, marketing, distribution, and compliance support and are accounted for in accordance with ASC 718. The Company records prepaid assets for the fair value of shares issued, which are amortized over the respective agreement terms. Both agreements include make-whole provisions (through March 2027) requiring the Company to issue additional shares or cash if the fair value of shares delivered falls below the guaranteed commitment; accordingly, the awards are liability-classified and remeasured at fair value each reporting period through earnings.