Xcel Brands SEC Filings

Xcel Brands, Inc. filed a preliminary proxy statement for the Annual Meeting of Stockholders to be held on December 3, 2025

The company asks shareholders to elect six directors and to ratify the appointment of Wolf & Company, PC as independent auditors for the fiscal year ending December 31, 2026. Governance disclosures show committee activity in 2024: the Audit Committee held 4 meetings, the Nominating Committee held 1 meeting, and the Compensation Committee held no meetings. Non-employee directors received equity grants on April 3, 2024—1,000 restricted shares vesting 50% on April 3, 2025 and 50% on April 3, 2026, plus options for 2,500 shares at an $8.50 exercise price with the same vesting schedule. Commencing July 16, 2024, 40% of the salaries for Robert W. D'Loren and Seth Burroughs was paid in stock: D'Loren received $162,892 (24,037 shares gross; 12,933 net) and Burroughs received $62,443 (9,213 shares gross; 4,569 net). An adjusted closing price of $0.515 (post 1-for-10 reverse split) was used to value unvested awards at year-end 2024.

Robert D'Loren, CEO and Chairman of XCel Brands, Inc. (XELB), reported insider transactions dated 09/30/2025. He was awarded 16,828 shares under his employment agreement in lieu of cash salary at a reported price of $1.76, increasing his direct holdings to 509,008 shares. On the same date he surrendered 7,774 shares to satisfy tax withholding, leaving 501,234 shares held directly. He also reports indirect beneficial ownership of 60,731 shares held in the Irrevocable Trust of Rose Dempsey, over which he has sole voting and dispositive power. The Form 4 was signed on 10/03/2025.

Robert D'Loren, CEO and Chairman of XCel Brands, Inc. (XELB), reported stock transactions on 08/29/2025. He was awarded 21,155 shares in lieu of cash salary at a price of $1.40 per share, increasing his direct beneficial ownership to 501,953 shares. On the same date he surrendered 9,773 shares to the issuer to cover withholding taxes related to the award, leaving 492,180 shares held directly.

In addition to his direct holdings, Mr. D'Loren has indirect beneficial ownership of 60,731 shares held by the Irrevocable Trust of Rose Dempsey, over which he has sole voting and dispositive power. The transactions were reported on a Form 4 signed 09/03/2025. The filing identifies him as a director and a 10% owner.

Seth Burroughs, EVP of BD, Treasurer, Secretary and Director of XCel Brands, Inc. (XELB), reported insider stock activity on Form 4. On 08/29/2025 he was awarded 8,110 shares by the issuer in lieu of cash salary and surrendered 4,092 shares to satisfy withholding tax. The report shows a transaction price of $1.40 for the transactions and indicates 69,406 shares beneficially owned after the award and 65,314 shares after the surrender. The Form 4 was signed on 09/03/2025 and includes explanatory footnotes stating the award replaced cash salary and the surrendered shares paid the tax withholding.

XCel Brands, Inc. Schedule 13G shows that Potomac-related parties report beneficial ownership of common stock following an August 1, 2025 event. The filing lists 315,299 shares held directly by Potomac Capital Partners V, LP (the Fund) and 316,249 shares reported for Paul J. Solit (which includes 950 shares held in accounts of his children), representing 6.6% of the outstanding class based on 4,762,360 shares outstanding as stated in the issuer's August 1, 2025 prospectus. The Reporting Persons include Paul J. Solit, Potomac Capital Management, Inc., Potomac Capital Management V LLC and Potomac Capital Partners V, LP.

The filing states the shares were not acquired to change or influence control of the issuer and that the Investment Manager and General Partner may be deemed to beneficially own Fund-held shares. Principal business address and organizational jurisdictions for each reporting person are provided, and the filing is signed by Paul J. Solit on behalf of each reporting person.

Mark DiSanto amended his Schedule 13D to report additional purchases of XCel Brands, Inc. common stock. He now beneficially owns 354,174 shares, representing 7.4% of the outstanding class, and holds sole voting and dispositive power over those shares. The filing states he acquired 91,800 shares in a best‑efforts public offering at $1.10 per share and 60,883 shares in a private placement at $1.38 per share; all shares described are deemed beneficially owned by him due to his voting power. The filing says he may buy or sell shares in the future and retains the right to change his intentions, but currently has no plans to pursue major corporate actions beyond his role as a director.

Robert D'Loren, CEO, Chairman, director and reported 10% owner of XCel Brands, Inc. (XELB), reported transactions dated 08/15/2025. The filing shows 27,423 common shares were awarded to him pursuant to his employment agreement in lieu of cash salary at a reported price of $1.08 per share. On the same date he surrendered 12,669 shares to the issuer to satisfy withholding tax obligations at $1.08 per share. The Form 4 lists 493,467 shares beneficially owned following the award transaction and 480,798 shares following the surrender. The filing also discloses 60,731 shares held in the Irrevocable Trust of Rose Dempsey, over which the reporting person has sole voting and dispositive power.

Seth Burroughs, an executive of XCel Brands, Inc. (XELB), reported two share transactions dated 08/15/2025. He was awarded 10,512 common shares under his employment agreement in lieu of cash salary at an effective price of $1.08 per share, and on the same date he surrendered 5,304 shares to the issuer to satisfy withholding tax obligations at the same $1.08 reference price. After these actions his beneficial ownership is reported as 61,296 shares (down from 66,600 after the award and subsequent surrender). The Form 4 is signed by Mr. Burroughs on 08/18/2025.