Xcel Brands Inc. filings document the regulatory record for a media and consumer-products brand manager whose business uses licensing, design, marketing, sourcing and service arrangements. Its Securities Act registration statements describe common stock offerings, resale mechanics, purchase-agreement structures, business risks and the company’s smaller-reporting-company status.
Recent 8-K filings cover material agreements, debt obligations, amendments to loan and security agreements, senior secured notes, cash-collateral and covenant terms, equity financing arrangements, and the sale of the Judith Ripka brand assets. Other filings include Form 12b-25 notices for periodic-report timing, together with disclosures on subsidiaries, collateral, capital structure and governance matters tied to the company’s operating and financing arrangements.
Xcel Brands, Inc. asks stockholders to vote at its December 18, 2026 annual meeting on five incumbent director nominees—Robert W. D’Loren (Chairman, Chief Executive Officer and President), Mark DiSanto, James Fielding, Howard Liebman and Deborah Weinswig—auditor ratification, an amendment to the 2021 Equity Incentive Plan and a secured-note conversion issuance proposal.
If approved, the plan amendment would increase shares reserved and available for distribution from 1,150,000 to 1,800,000, an increase of 650,000 shares. A separate proposal seeks approval to issue in excess of 19.99% of outstanding common stock upon conversion of certain secured promissory notes upon an event of default. The board unanimously recommends votes FOR the nominees and each listed proposal.
Xcel’s pay-versus-performance disclosure reports net losses of $17.461 million in 2025 and $22.395 million in 2024. 2025 total compensation was $1,080,811 for Robert W. D’Loren, $390,018 for James F. Haran, the Chief Financial Officer, and $303,162 for Seth Burroughs, Executive Vice President of Business Development and Treasury.
Xcel Brands, Inc. asks stockholders to vote at its 2026 annual meeting on December 18, 2026, at 12:00 p.m. local time. Proposals include electing five directors, ratifying Wolf & Company, PC as independent auditor for the fiscal year ending December 31, 2026, increasing the 2021 Equity Incentive Plan share reserve, and approving issuance in excess of 19.99% of outstanding common stock upon conversion of certain secured promissory notes upon an event of default.
The plan proposal would increase shares reserved and available for distribution from 1,150,000 to 1,800,000, an increase of 650,000. As of the October 27, 2026 record date, 58,688 shares remained available for awards and 6,908,839 shares of common stock were outstanding. Each share carries one vote, and only stockholders of record at the close of business on the record date may vote.
The Board unanimously recommends voting FOR each listed proposal. Stockholders may vote in person or by proxy; the meeting will be held at the Company’s offices in New York City.
For XCel Brands, Inc. common stock, Jeffrey Sanford Link reported beneficial ownership of 552,758 shares, or 8.0% of the class. The percentage is based on 6,908,839 shares outstanding as of October 19, 2026. Link held 402,758 shares in an account in his name only and 150,000 shares in joint accounts with his wife.
Xcel Brands, Inc. asks stockholders to vote at its December 18, 2026 annual meeting on five director nominees, ratification of Wolf & Company, PC as its independent registered public accounting firm for the fiscal year ending December 31, 2026, an amendment increasing the 2021 Plan shares reserved and available for distribution from 1,150,000 to 1,800,000, and approval to issue in excess of 19.99% of outstanding common stock upon conversion of certain secured promissory notes upon an event of default. The board unanimously recommends a FOR vote on each listed proposal.
Stockholders of record on October 27, 2026 are entitled to vote, with one vote per common share. Xcel Brands had 6,908,839 common shares outstanding on that date. The meeting is scheduled for 12:00 p.m. local time in New York.
Xcel Brands, Inc. is asking stockholders to elect five directors, ratify Wolf & Company, PC as its independent registered public accounting firm for fiscal 2026, and approve an amendment and restatement of its 2021 Equity Incentive Plan. The proposal would raise the plan’s shares reserved and available from 1,150,000 to 1,800,000, an increase of 650,000 shares; the board recommends a FOR vote on each proposal.
The meeting is December 15, 2026; holders of record on October 19, 2026 may vote. Xcel had 6,908,839 common shares outstanding on that date, with one vote per share. The plan had 58,688 shares available for awards as of the record date. The 2025 compensation table reports totals of $1,080,811 for Chairman, CEO and President Robert W. D’Loren, $390,018 for CFO James F. Haran, and $303,162 for EVP of Business Development and Treasury Seth Burroughs.
XCel Brands, Inc. (XELB) received a Nasdaq notice that its common stock had been below the $1.00 minimum bid price for 30 consecutive business days, leaving the company out of compliance with Nasdaq’s listing requirement. Nasdaq provided 180 calendar days, through March 29, 2027, to regain compliance.
To regain compliance during that period, the closing bid price must be at least $1.00 for a minimum of 10 consecutive business days. XCel Brands may be eligible for additional time, but its shares could be subject to delisting if compliance is not regained within the applicable period. The company plans to monitor its bid price and consider options; it said there is no assurance it will regain compliance.
On September 30, 2026, XCel Brands, Inc. (XELB) CEO and Chairman Loren Robert W. D. received an award of 42,310 common shares in lieu of cash salary under his employment agreement, reported at $0.93 per share. He also surrendered 19,547 shares to the issuer to pay withholding tax liability on the stock award, at $0.93 per share.
XCel Brands, Inc. (XELB) reported that director, CEO and Chairman, and ten percent owner D Loren Robert W received an equity salary award and related tax withholding transaction in the company’s common stock on August 31, 2026. He was granted 31,846 shares at $0.93 per share in lieu of cash salary, and 14,713 shares were surrendered to XCel Brands to pay the related withholding tax liability. No Rule 10b5-1 trading plan is reported.
XCel Brands, Inc. (XELB) reported insider buying by reporting person D LOREN ROBERT W, its CEO, Chairman, and a more-than-10% owner. On 2026-08-28 and 2026-08-27, he purchased a total of 5,500 shares of common stock in open-market or private transactions at $0.955 per share, held directly. The filing also notes indirect holdings through Clearmarkets Capital, LLC (d/b/a IPX Capital, LLC), which he controls, and through the Irrevocable Trust of Rose Dempsey, for which he has sole voting and dispositive power.
XCel Brands, Inc. (XELB) insider Robert W. D'Loren, CEO, Chairman and a more than 10% owner, purchased 10,000 shares of common stock on 2026-08-26 at $0.955 per share in an open-market or private transaction. Following this buy, he directly holds 795,216 shares, plus additional indirect holdings through Clearmarkets Capital, LLC and the Irrevocable Trust of Rose Dempsey, over which he has voting and dispositive power.