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.
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. (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.
XCel Brands, Inc. (XELB) reported insider activity by CEO, Chairman and 10% owner Robert W. D' Loren. On August 24 and 21, 2026, he purchased a total of 22,000 common shares in open-market transactions at about $0.87 per share. On July 31, 2026, he was awarded 24,681 shares under his employment agreement in lieu of cash salary, and 11,402 shares were surrendered to the issuer to satisfy withholding tax liability related to that stock award. The filing also notes indirect ownership of additional shares through an LLC he controls and an irrevocable trust.
Xcel Brands, Inc. (XELB) entered into an Equity Distribution Agreement with Maxim Group LLC, allowing the company to offer and sell up to $10,000,000 maximum aggregate offering price of its common stock from time to time. These shares are registered under an existing Form S-3 shelf registration statement that was declared effective by the SEC on February 6, 2024, and are covered by a prospectus supplement dated August 18, 2026.
Maxim Group LLC will act as sales agent or principal and may conduct sales as an “at-the-market offering” under Rule 415(a)(4) on the Nasdaq Capital Market or through other permitted methods, including certain privately negotiated transactions. Xcel Brands will pay the agent a 3.0% commission on the gross sales price of all shares sold. The arrangement can be terminated upon the sale of all registered shares or by either party under the agreement’s termination provisions.
Xcel Brands, Inc. (XELB) is offering up to $2,971,157 of common stock under a prospectus supplement as part of its shelf registration, using an at-the-market sales program with Maxim Group LLC as sales agent. The underlying sales agreement permits offerings of up to $10,000,000 of common stock, but this supplement is constrained by Form S-3 General Instruction I.B.6.
Shares will be sold from time to time on Nasdaq as "at the market offerings" at prevailing prices, with Maxim receiving a 3% commission on gross proceeds. XELB’s stock trades on the Nasdaq Capital Market under the symbol XELB; the last reported price on August 14, 2026 was $0.94 per share. Based on 6,560,274 shares outstanding as of that date, an illustrative sale of 3,160,805 shares at $0.94 would increase shares outstanding to 9,721,079.
Xcel expects to use net proceeds for working capital and general corporate purposes. As of June 30, 2026, the company reported total assets of approximately $32.5 million, cash of $399,000, and a working capital deficit of about $4.0 million. Net tangible book value was approximately $(2.35) per share; on the illustrative ATM sale, adjusted net tangible book value would improve to about $(1.29) per share, implying immediate dilution of roughly $2.23 per share to new investors.
Xcel Brands, Inc. reported another quarterly loss and highlighted liquidity risks. For the three months ended June 30, 2026, net licensing revenue was $1.12 million, down from $1.32 million a year earlier, and net loss attributable to stockholders was $2.48 million, compared with $3.99 million.
For the first six months of 2026, revenue was $2.27 million versus $2.65 million and net loss was $4.97 million versus $6.79 million. Cash and cash equivalents were $0.40 million at June 30, 2026, against total debt (term loans and senior secured notes) with a net carrying amount of $12.09 million. Management states there is substantial doubt about the company’s ability to meet obligations within 12 months despite April 2026 actions, including selling the Judith Ripka brand for $2.30 million cash plus an earn-out and refinancing part of its term loan via 12.5% senior secured notes.
Results are heavily dependent on key relationships: the Halston master license generated 57% of current-quarter revenue, and Qurate agreements provided 27%. Adjusted EBITDA for the quarter was $(0.48) million, and non-GAAP net loss was $1.29 million, or $(0.21) per diluted share.
Xcel Brands, Inc. filed an amendment to its annual report for the year ended December 31, 2025. The amendment’s sole purpose is to update auditor consent Exhibits 23.1 and 23.2 to reference the company’s Form S-3 registration statement No. 333-276698.
No other portions of the original annual report are revised. The aggregate market value of common equity held by non-affiliates was $1,661,000 as of June 30, 2025, and 5,913,492 shares of common stock were outstanding as of April 10, 2026.
XCel Brands, Inc. CEO and Chairman Robert W. D'Loren received a stock award of 16,454 shares of common stock on June 30, 2026, granted under his employment agreement in lieu of cash salary. To cover the related withholding tax liability, 7,454 shares were surrendered back to the company. Following these transactions, he held 757,391 shares directly, plus indirect holdings of 60,731 shares through Clearmarkets Capital, LLC and 1,742 shares through an irrevocable trust for which he has sole voting and dispositive power.
Xcel Brands, Inc. furnished an investor presentation as Exhibit 99.1 in a current report. The material is provided under Item 7.01 as a Regulation FD disclosure and is expressly treated as “furnished,” not “filed,” which limits its use in certain legal contexts.
The company notes that the presentation includes forward-looking statements and directs readers to its existing safe harbor statement and risk factors in periodic SEC reports for a fuller discussion of potential risks and uncertainties.