Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On March 12, 2026 (the "Effective Date"), Digital Brands Group, Inc. (the "Company") entered into a Consulting Agreement (the "Agreement") with Athlete Capital Sports LLC ("Athlete Capital Sports"), pursuant to which Athlete Capital Sports agreed to provide the Company certain consulting services with respect to the Company's participation in The Pennsylvania State University's (the "University") name, image and likeness program for student-athletes at the University (the "Services").

The Agreement is for a term of three years, beginning March 12, 2026 and ending March 12, 2029 (the "Term"). As partial consideration for Athlete Capital Sports providing the Services to the Company, the Company agreed to issue such number of shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), equal to (i) $3 million (the "Consulting Fee") divided by (ii) the volume-weighted average price per share of the Common Stock for the five trading days immediately preceding the Share Delivery Date (as defined below), or the closing share price for the trading day immediately preceding the Share Delivery Date, whichever is lower. The "Share Delivery Date" is April 11, 2026 . The Shares are subject to a guaranteed make-whole provision to guarantee the total dollar value of the Shares for the period beginning on the Share Delivery Date and ending on the later of (i) 15 months following the Effective Date or (ii) the date that is 6 months following the date that the registration statement covering the resale of the Shares is declared effective (the "Resale Registration Statement"). The Company shall be required to pay Athlete Capital Sports an amount equal to the Consulting Fee less the Realized Consulting Fee. The "Realized Consulting Fee" means the net amount of all proceeds received by Athlete Capital Sports upon the sale of the Shares, after deducting all fees, costs and expenses incurred by Athlete Capital Sports with respect to the Shares and the sale thereof.

Additionally, Athlete Capital Sports appointed the Company's CEO, John Hilburn Davis IV, as its proxy and attorney-in-fact with respect to the voting of all Shares held by Athlete Capital Sports pursuant to the Agreement. The Company and Athlete Capital Sports also agreed to enter into a separate agreement to be mutually agreed to among the parties whereby the Company would invest $500,000 per year for three years to University student athlete funds as directed by Athlete Capital Sports.

The Company agreed to file the Resale Registration Statement by April 26, 2026.

The Agreement contains certain covenants, representations, warranties, and conditions customary for an agreement of this type. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K (this "Current Report") with regard to the sale and issuance of the Shares pursuant to the Agreement is incorporated herein by reference. The Shares issued and sold under the Securities Purchase Agreement as described in Item 1.01 of this Current Report were offered and sold by the Company in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act.