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. reported that CEO and Chairman Robert W. D'Loren received a stock award and had shares withheld for taxes. He was granted 13,905 shares of common stock at $2.13 per share, issued under his employment agreement in lieu of cash salary.
To cover the related withholding tax liability, 6,862 shares of common stock at $2.13 per share were surrendered to the company as a tax-withholding disposition. After these compensation-related entries, he holds 740,350 shares directly, plus indirect holdings through Clearmarkets Capital, LLC and an irrevocable trust.
Xcel Brands, Inc. entered into a material definitive asset purchase agreement involving its Judith Ripka business. The company, through subsidiaries Xcel IP Holdings, LLC and JR Licensing, LLC, agreed to sell substantially all assets of JR Licensing, including the “Judith Ripka” brand name and trademarks, to Judith Ripka Designs, LLC.
The terms provide for a $2.3 million cash payment at closing and up to an additional $0.75 million of contingent consideration. This transaction represents a significant brand and intellectual property sale within Xcel Brands’ portfolio.
Xcel Brands, Inc. has filed an amended Form S-1 registering 13,628,865 shares of common stock for resale by existing security holders. The shares include stock and warrant shares from a December 2025 private placement and shares tied to a $15.0 million Common Stock Purchase Agreement with White Lion Capital.
The company is not selling shares under this prospectus and will not receive proceeds from Selling Stockholder resales, though it may receive up to $15.0 million from future issuances to White Lion and additional cash from warrant exercises. The registered amount is approximately 227% of the 6,014,071 shares outstanding as of April 17, 2026, which the company notes could significantly pressure its trading price.
XCel Brands, Inc. reported routine insider equity activity involving its CEO and Chairman. On April 20, 2026, the executive received 13,222 shares of Common Stock at $2.24 per share as a stock award under an employment agreement in lieu of cash salary.
To cover the incremental withholding tax on this award, 6,809 shares were surrendered back to the company at $2.24 per share, a non-market, tax-withholding disposition. After these transactions, the executive held 733,254 shares directly, plus 60,731 shares through Clearmarkets Capital, LLC and 1,742 shares through the Irrevocable Trust of Rose Dempsey, both reported as indirect holdings.
XCel Brands director Mark DiSanto reported new equity compensation awards. He received 1,250 shares of restricted common stock and stock options for 3,500 shares at an exercise price of $2.24. Both the restricted stock and options vest 50% on April 1, 2027 and 50% on April 1, 2028.
After these awards, DiSanto directly holds 44,167 common shares. He also has indirect ownership of 8,239 shares through The Mark X DiSanto Investment Trust and 337,018 shares through other trusts, where he serves as trustee with sole voting and dispositive power. The restricted stock award allows him to extend vesting dates in six‑month increments at his discretion.
XCel Brands, Inc. director Fielding James D reported receiving equity awards. On April 20, 2026, he was granted 1,250 shares of restricted common stock, vesting 50% on April 1, 2027 and 50% on April 1, 2028, with the option to extend vesting in six-month increments at his discretion.
He also received stock options on 3,500 shares of common stock at an exercise price of $2.24 per share, expiring on April 20, 2031, vesting 50% on April 1, 2027 and 50% on April 1, 2028. Following the stock grant, he directly owns 13,250 common shares, plus these options.
XCel Brands, Inc. director Howard M. Liebman reported receiving equity-based compensation. He was granted 1,250 shares of restricted common stock at no cost, bringing his direct common stock holdings to 21,644 shares after the award.
He was also granted 3,500 stock options for common stock at an exercise price of $2.24 per share, expiring on April 20, 2031. The restricted stock and options vest in two equal installments on specified future dates, subject to continued service and, for the restricted stock, possible vesting-date extensions at his discretion.
XCel Brands director Deborah Weinswig received new equity awards as part of her compensation. She was granted 1,250 shares of restricted common stock and 3,500 stock options with an exercise price of $2.24 per share. The restricted stock and options each vest 50% on April 1, 2027 and 50% on April 1, 2028, with the restricted stock vesting date optionally extendable in six‑month increments at her discretion. Following the grant, she directly holds 14,850 shares of common stock and 3,500 stock options.
Xcel Brands, Inc. entered into a Senior Note Issuance and a significant loan amendment. On April 14, 2026, investors including Smithline Family Trust II, Quick Capital and IPX purchased 12.5% Senior Secured Notes due April 13, 2027 with original principal of $3,005,780.35, plus 100,579 common shares, secured by substantially all company and subsidiary assets.
The notes are convertible after default, generally at $1.165 per share (with a later variable formula), while IPX’s note converts at $1.435 per share, subject to a 19.9% Nasdaq share cap unless stockholders approve more. A Seventh Amendment to the Loan and Security Agreement reset terms, left Term Loan A at $500,000 maturing September 20, 2027 and Term Loan B at $10,083,669.24 maturing December 12, 2028, and subordinated these loans to the new Secured Notes.
XCel Brands, Inc. insider Robert W. D’Loren, CEO, Chairman and more than 10% owner, reported acquiring new indirect positions in secured convertible notes and common stock. Through entities he controls, he received convertible notes with principal amounts of $57,803 and $500,000, each convertible into common stock at $1.435 per share, corresponding to 40,280 and 348,432 underlying shares. The notes become convertible only after specified conditions, including stockholder approval for share issuance under Nasdaq rules, and for one note also an event of default. D’Loren also indirectly acquired 1,742 shares of common stock at $1.435 per share. Following these transactions, he reports 720,032 common shares held directly and 60,731 common shares held indirectly, in addition to the newly reported convertible notes.