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Xcel Brands (XELB) trims liquidity covenant, commits $500K loan prepay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Xcel Brands, Inc. amended its Loan and Security Agreement with its lenders and FEAC Agent, LLC. Under the Fifth Amendment, the company committed to prepay $500,000 on Term Loan A, funded from a blocked account if sufficient cash is available.

The amendment also reduced the liquid asset covenant requirement to $500,000 while the First Out Obligations remain outstanding and extended the transaction closing date to March 6, 2026, providing more time under the revised lending terms.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15 (d)
of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 20, 2026

 

XCEL BRANDS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   001-37527   76-0307819
(State or Other Jurisdiction
of Incorporation)		   (Commission File
Number)		   (IRS Employer
Identification No.)
         
550 Seventh Avenue, 11th Floor,
New York, New York		       10018
(Address of Principal Executive Offices)       (Zip Code)

 

Registrant’s telephone number, including area code (347) 727-2474

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, par value $0.001 per share XELB Nasdaq Capital Market

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

Item 2.03 Creation of a Direct Financial Obligation Under or an Off-balance Sheet Arrangement of a Registrant

 

On February 20, 2026, Xcel Brands, Inc. (“Xcel”) entered into the Fifth Amendment to Loan and Security Agreement (the “Amendment”), by and among Xcel, the other Credit Parties party thereto, each Lender party thereto under the Loan and Security Agreement dated as of December 12, 2024, and FEAC Agent, LLC, a Delaware limited liability company, as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”). Pursuant to the Amendment, (i) the Company committed to make a prepayment of $500,000 on Term Loan A (paid from the Blocked Account (as defined in the Loan and Security Agreement) to the extent there are sufficient funds); (ii) the liquid asset covenant requirement, at all times prior to the repayment in full of the First Out Obligations (as defined in the Loan and Security Agreement), was reduced to $500,000; and (iii) the transaction closing date was extended to March 6, 2026.  

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1 Fifth Amendment to Loan and Security Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

XCEL BRANDS, INC.  
(Registrant)  
   
By: /s/ James F. Haran  
  Name: James F. Haran  
  Title: Chief Financial Officer  

 

Date: February 24, 2026

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What loan change did Xcel Brands (XELB) disclose in this 8-K?

Xcel Brands disclosed a Fifth Amendment to its Loan and Security Agreement. The amendment adjusts repayment terms, lowers a key liquidity covenant, and extends the transaction closing date with its existing lender group and administrative agent.

How much is Xcel Brands (XELB) prepaying on Term Loan A?

Xcel Brands committed to prepay $500,000 on Term Loan A. The payment will be made from the Blocked Account defined in the Loan and Security Agreement, provided there are sufficient funds available in that account at the time.

What happened to Xcel Brands’ (XELB) liquid asset covenant requirement?

The liquid asset covenant requirement was reduced to $500,000. This lower minimum applies at all times before the First Out Obligations under the Loan and Security Agreement are repaid in full, easing the company’s ongoing liquidity threshold.

What transaction date was extended for Xcel Brands (XELB)?

The amendment extended the transaction closing date to March 6, 2026. This gives Xcel Brands and its lenders additional time to complete the transaction contemplated under the Loan and Security Agreement on the revised schedule.

Who are the parties to Xcel Brands’ Fifth Amendment to the Loan Agreement?

The Fifth Amendment is among Xcel Brands, Inc., other credit parties, each lender under the December 12, 2024 Loan and Security Agreement, and FEAC Agent, LLC as administrative and collateral agent for the lenders.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents