Xcel Brands SEC Filings

XCel Brands (XELB) reported insider activity by CEO and Chairman Robert D'Loren. On 10/31/2025, he was awarded 23,505 shares of common stock at $1.26 per share under his employment agreement in lieu of cash salary, and he surrendered 10,859 shares at $1.26 to cover withholding taxes related to the award.

Following these transactions, D'Loren beneficially owned 513,880 shares directly. He also held an additional 60,731 shares indirectly through the Irrevocable Trust of Rose Dempsey, over which he has sole voting and dispositive power.

Xcel Brands, Inc. (XELB) announced its 2025 Annual Meeting of Stockholders for December 3, 2025 at 11:00 A.M. (local time) at the company’s New York offices. Stockholders will vote to elect five directors, approve an amended and restated 2021 Equity Incentive Plan, and ratify Wolf & Company, PC as independent auditor for the fiscal year ending December 31, 2025.

The Board recommends voting FOR all proposals, including increasing the shares reserved under the 2021 Equity Incentive Plan from 400,000 to 1,150,000. Only stockholders of record as of October 8, 2025 may vote. There were 4,806,776 shares of common stock outstanding as of the record date, with one vote per share. The proxy outlines quorum and vote standards and confirms all Board committee members are independent under NASDAQ rules.

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.