Destination XL Group, Inc. filed a Form 8-K on October 30, 2026, disclosing that the Delaware Court of Chancery issued a temporary restraining order on October 29, 2026, enjoining DXL from exercising its right to terminate its Merger Agreement with FBB Holdings I, Inc. pending further expedited court proceedings.

Key Highlights

  • Court action: The Delaware Court of Chancery granted both a temporary restraining order and a motion to expedite proceedings on October 29, 2026, in the case FBB Holdings I, Inc. v. Destination XL Group, Inc., C.A. No. 2026-1411-KHL.
  • Injunction scope: The court enjoined DXL from exercising its right to terminate the Merger Agreement pending further expedited determinations by the Court.
  • Termination deadline: Under Section 8.01(e) of the Merger Agreement, either DXL or FBB may terminate the agreement if the merger has not been consummated by October 30, 2026, subject to conditions set forth therein.
  • Original merger agreement: The Agreement and Plan of Merger was dated December 11, 2025, by and among DXL, Divine Merger Sub I, Inc. (a wholly owned DXL subsidiary), and FBB, as amended.
  • DXL's position: According to the filing, DXL "believes that FBB's claims are without merit and intends to vigorously defend against them and pursue its counterclaims," having filed an answer and counterclaims on October 28, 2026.
  • Temporary nature: The filing states the restraining order "does not constitute a determination on the merits of the parties' claims."

Delaware Chancery Court Enjoins Destination XL From Terminating FBB Merger Agreement

According to the Form 8-K filed by Destination XL Group, Inc. (NASDAQ:DXLG) with the Securities and Exchange Commission, the Delaware Court of Chancery held a hearing on October 29, 2026, on motions brought by FBB Holdings I, Inc. in connection with a complaint FBB filed on October 26, 2026. The complaint, filed as C.A. No. 2026-1411-KHL, named DXL and Divine Merger Sub I, Inc. as defendants and sought declaratory and injunctive relief relating to the Merger Agreement dated December 11, 2025.

The filing discloses that FBB's complaint was filed in connection with a provision in the Merger Agreement allowing either party to terminate the agreement if the merger had not been consummated by October 30, 2026. Following the October 29 hearing, the Court granted FBB's motions, issuing the temporary restraining order and directing expedited proceedings. As a result, DXL is prohibited from acting on its termination right under Section 8.01(e) of the Merger Agreement while the Court conducts further review.

The company reported that it filed an answer and counterclaims on October 28, 2026, one day before the hearing. DXL stated in the filing that it believes FBB's claims lack merit and intends to pursue its counterclaims. The filing also notes that DXL filed a preliminary proxy statement on July 17, 2026, most recently amended as Amendment No. 4 on October 19, 2026, in connection with a stockholder vote on the issuance of DXL common stock in the merger. DXL indicated it intends to file a definitive proxy statement, which will be distributed to stockholders. The filing was signed by Robert S. Molloy, General Counsel and Secretary of Destination XL Group, Inc., and dated October 30, 2026.

What Was Disclosed

Destination XL Group disclosed that the Delaware Court of Chancery issued a temporary restraining order on October 29, 2026, blocking DXL from terminating its merger agreement with FBB Holdings I, Inc. while expedited proceedings continue. DXL stated it contests FBB's claims and has filed counterclaims.