Welcome to our dedicated page for Xcel Brands SEC filings (Ticker: XELB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Xcel Brands, Inc. (NASDAQ: XELB) SEC filings page on Stock Titan provides structured access to the company’s regulatory disclosures, including annual and quarterly reports, proxy statements, registration statements, and current reports on Form 8-K. Xcel describes itself as a media and consumer products company focused on the design, licensing, marketing, live streaming, and social commerce sales of branded apparel, footwear, accessories, fine jewelry, home goods and other consumer products, and the acquisition of consumer lifestyle brands.
Through its Forms 10-K and 10-Q, Xcel details its financial performance, brand portfolio, licensing revenues, non-GAAP metrics such as Adjusted EBITDA, and risk factors. When a periodic report cannot be filed on time, the company may submit a Form 12b-25, as it did for the quarter ended September 30, 2025, explaining the reasons for the delay and providing estimates of key financial results.
Proxy statements on Form DEF 14A outline governance matters such as director elections, equity incentive plan amendments, and auditor ratification, and provide information about the annual meeting of stockholders. These documents also summarize voting procedures and the number of shares outstanding as of the record date.
Current reports on Form 8-K capture material events, including changes in independent registered public accounting firms, entry into or amendments of loan and security agreements, equity offerings and private placements, and the release of quarterly financial results. Registration statements on Form S-1 and S-1/A describe public offerings of common stock and pre-funded warrants, the use of proceeds, and the company’s status as a smaller reporting company.
On Stock Titan, AI-powered tools can help interpret these filings by highlighting key sections, summarizing complex capital structure and financing terms, and surfacing items such as auditor changes, late-filing notifications, and non-GAAP reconciliations. Users can also review insider-related disclosures embedded in registration and transaction documents, and follow updates as new XELB filings are posted from EDGAR in near real time.
XCel Brands, Inc. CEO and Chairman Robert W. D'Loren reported offsetting stock movements tied to his compensation. On February 27, 2026, he was granted 20,425 shares of common stock at $1.45 per share, awarded under his employment agreement in lieu of cash salary.
On the same date, he surrendered 10,519 shares at $1.45 per share back to the company to satisfy withholding tax obligations related to the stock award. After these transactions, he directly owns 720,032 common shares. An additional 60,731 shares are held indirectly by the Irrevocable Trust of Rose Dempsey, over which he has sole voting and dispositive power.
Xcel Brands, Inc. amended its Loan and Security Agreement with its lenders and FEAC Agent, LLC. Under the Fifth Amendment, the company committed to prepay
The amendment also reduced the liquid asset covenant requirement to
XCel Brands, Inc. director Howard M. Liebman reported a disposition of company stock back to the issuer. On this Form 4, he transferred 777 shares of Common Stock to the company at a price of $2.025 per share, leaving him with 19,617 shares held directly.
XCel Brands, Inc. received an updated ownership report from investment entities associated with Paul J. Solit as of December 31, 2025. Solit is reported to beneficially own 584,806 shares of common stock, representing 9.99% of the class, including shares held by family members and shares issuable upon exercise of warrants.
Affiliated entities Potomac Capital Management Inc., Potomac Capital Management V LLC, and Potomac Capital Partners V, LP each report beneficial ownership of 477,950 shares, or 8.2% of the common stock, primarily through a fund structure. Certain warrants can be exercised within 60 days but are subject to a 9.99% ownership “blocker” that limits further exercises.
The reported percentages are based on 4,806,776 shares outstanding as of October 30, 2025 plus an additional 977,592 shares issued on December 18, 2025. The reporting parties certify that the securities were not acquired or held for the purpose of changing or influencing control of XCel Brands, other than in connection with director nomination activities permitted under the rules.
Xcel Brands CEO and Chairman Robert W. D'Loren, a director and 10% owner, reported stock-based compensation and related tax withholding. On 02/02/2026, he was awarded 20,147 shares of common stock at $1.47 per share under his employment agreement in lieu of cash salary. On the same date, he surrendered 10,376 shares at $1.47 to cover withholding taxes on this stock award. After these transactions, he directly owned 710,126 common shares. He also had indirect beneficial ownership of 60,731 shares held by the Irrevocable Trust of Rose Dempsey, where he has sole voting and dispositive power.
Xcel Brands, Inc. has filed an S-1 to register 13,628,865 shares of common stock for resale by existing investors. These shares include up to 11,019,485 shares issuable under a $15.0 million common stock purchase agreement with White Lion Capital, plus shares and warrant shares from a December 2025 private placement and related placement agent warrants.
The company is not selling shares under this prospectus and will not receive proceeds from resales, though it may receive cash from sales of stock to White Lion and from warrant exercises. The registered shares equal about 231% of the 5,893,815 shares outstanding as of January 30, 2026, and the filing warns that sales or expectations of sales could significantly depress the stock price.
Xcel discloses substantial operating losses, an accumulated deficit, and an auditor’s going concern paragraph, alongside $10.0 million of term loans with tight financial covenants and a required $3.25 million principal repayment on Term Loan A by February 20, 2026, creating meaningful refinancing and default risk.
Xcel Brands, Inc. entered into a common stock purchase agreement with White Lion Capital, giving the company the right, but not the obligation, to sell up to $15.0 million of its common stock over a 24‑month period. The investor is required to buy shares when Xcel delivers properly timed purchase notices, using pricing formulas tied to recent market trading, including Regular, Rapid and VWAP-based purchases.
Total issuable shares under this arrangement, together with commitment shares, are capped at 1,178,173 shares, equal to 19.99% of the shares outstanding immediately before signing, and White Lion’s ownership is limited to 4.99%, which it can increase to 9.99% with notice. Xcel will also issue commitment shares valued at $37,500 and pay Maxim Group LLC a 4.0% cash fee on gross proceeds from sales. The company currently plans to use any proceeds for working capital and general corporate purposes and has agreed to file a Form S-1 to register the resale of the shares.
XCel Brands director Howard M. Liebman reported a sale of company stock. On 12/30/2025, he disposed of 2,839 shares of common stock at a price of $1.16 per share. After this transaction, he directly owned 20,394 shares of XCel Brands common stock.
XCel Brands, Inc.12/03/2025, he was granted 35,811 stock options with an exercise price of $0.9457 per share, expiring on 12/03/2030, each option linked to one share of common stock.
The options vest in stages only if the company’s common stock reaches specific closing price targets: 10,263 shares at $3.00, 8,579 shares at $5.00, 7,053 shares at $7.00, 5,705 shares at $9.00, and 4,211 shares at $11.00 or higher. After this transaction, Burroughs reported beneficial ownership of 65,314 shares of common stock.
XCel Brands, Inc. reported a Form 4 transaction for its Chief Financial Officer. As of the reported transaction, the officer directly beneficially owned 20,401 shares of common stock. On 12/03/2025, the officer was granted 53,716 stock options with an exercise price of $0.94 per share, expiring on 12/03/2030.
The options vest in performance-based tranches tied to the company’s share price: 15,395 shares vest if the stock closes at $3.00 or higher; 12,868 shares at $5.00 or higher; 10,579 shares at $7.00 or higher; 8,558 shares at $9.00 or higher; and 6,316 shares at $11.00 or higher. This structure links the CFO’s potential reward to higher future trading prices for XCel Brands’ stock.