[8-K] XCel Brands, Inc. Reports Material Event

Rhea-AI Filing Summary

Xcel Brands, Inc. amended its Loan and Security Agreement on March 20, 2026. The Sixth Amendment authorizes the administrative agent to move up to $500,000 from a blocked account into a cash collateral account securing the company’s loan obligations.

The agent may either apply any portion of this $500,000 to repay Term Loan A or return it to Xcel, in each case at the lenders’ sole discretion. The amendment also reduces the liquid asset covenant to $500,000 minus any of this cash used to repay Term Loan A while First Out Obligations remain outstanding, and to $0 after those obligations are fully repaid. In addition, the transaction closing date under the agreement was extended to March 24, 2026.

Insights

Credit and capital structure analyst

Xcel reshapes loan terms by pledging cash collateral and easing liquidity covenants.

Xcel Brands agreed to transfer up to $500,000 from a blocked account into a dedicated cash collateral account securing its loan obligations. Lenders, through the administrative agent, can either apply this cash to repay Term Loan A or return it to the company at their sole discretion.

The liquid asset covenant now steps down, requiring effectively $500,000 while First Out Obligations remain, reduced by any cash applied to Term Loan A, and $0 once those First Out Obligations are fully repaid. This structure links covenant headroom directly to loan repayment progress rather than a fixed minimum balance.

The extension of the transaction closing date to March 24, 2026 provides additional time under the amended framework. Overall, the changes formalize use of restricted cash as collateral and recalibrate liquidity requirements, without disclosing any change in total borrowing capacity or interest terms in this excerpt.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

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

XCEL BRANDS, INC.

(Exact name of registrant as specified in its charter)

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

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

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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:

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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

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Item 1.01 Entry into a Material Definitive Agreement

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On March 20, 2026, Xcel Brands, Inc. (“Xcel”) entered into the Sixth 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) Xcel irrevocably authorized the Administrative Agent to transfer up to $500,000 (the “Sixth Amendment Cash Collateral”) from the Blocked Account (as defined in the Loan and Security Agreement) to an account maintained by the Administrative Agent to be held by the Administrative Agent as cash collateral securing the Obligations (as defined in the Loan and Security Agreement); (ii) Xcel irrevocably authorized the Administrative Agent to: (a) apply all or any portion of the Sixth Amendment Cash Collateral to repay the Term Loan A, or (b) return all or any portion of the Sixth Amendment Cash Collateral to Xcel, in each case in the Lenders’ sole discretion; (iii) the liquid asset covenant requirement was reduced to: (a) at all times prior to the repayment in full of the First Out Obligations (as defined in the Loan and Security Agreement), $500,000 minus that amount of Sixth Amendment Cash Collateral used to repay Term Loan A, and (b) at all times after the repayment in full of the First Out Obligations, $0; and (iv) the transaction closing date was extended to March 24, 2026.

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Item 9.01Financial Statements and Exhibits.

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(d) Exhibits.

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10.1	Sixth 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)			​
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By:	/s/ James F. Haran		​
	Name:	James F. Haran	​
	Title:	Chief Financial Officer	​
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Date: March 24, 2026			​

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Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 85.3 KB

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 16.2 KB
• EX-101 EX-101.PRE 10.1 KB