Xcel Brands (NASDAQ: XELB) cuts liquidity covenant and makes $250,000 loan prepayment

Rhea-AI Filing Summary

Xcel Brands, Inc. reported that on October 7, 2025 it entered into a Third Amendment and Consent to its Loan and Security Agreement with its lenders and FEAC Agent, LLC as administrative and collateral agent. Under this amendment, the lenders and agents consented to a transfer that includes terminating a pledge agreement and releasing their liens on the equity interests of IM Topco, LLC. The amendment also reduces Xcel’s minimum liquid asset covenant requirement to $1,000,000, giving the company a lower liquidity threshold to maintain under the credit facility. In connection with the amendment, Xcel made a loan prepayment of $250,000, of which $140,000 was paid from a blocked account.

Insights

Credit & capital structure analyst

Xcel amends its loan, eases a liquidity covenant, and prepays $250,000.

The amendment to Xcel Brands’ Loan and Security Agreement adjusts both collateral and covenant terms. Lenders and agents consented to a transfer tied to IM Topco, LLC and released liens on that entity’s equity interests, which changes the collateral mix supporting the credit facility. This type of change often reflects an evolving corporate or asset structure while keeping the lending relationship in place.

The minimum liquid asset covenant was reduced to $1,000,000, lowering the cash or liquid assets Xcel must maintain, which can provide added day-to-day flexibility under the facility. At the same time, Xcel made a prepayment of $250,000, including $140,000 from a blocked account, modestly reducing outstanding debt. Overall this looks like a negotiated adjustment to existing financing terms rather than a transformational balance sheet event.

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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): October 7, 2025

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 Global Select Market

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Item 1.01 Entry into a Material Definitive Agreement

On October 7, 2025, Xcel Brands, Inc. (“Xcel”) entered into the Third Amendment and Consent 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 June 30, 2025, 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 Agents (as defined in the Loan and Security Agreement) and the Lenders consented to the Transfer and the release of the termination of the pledge agreement and the release of the Agents’ liens on the equity interests of IM Topco, LLC; (ii) the liquid asset covenant requirement was reduced to $1,000,000 and (iii) Xcel made a prepayment of $250,000, of which $140,000 was paid from the blocked account.

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Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits.

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10.1	Third Amendment and Consent to Loan and Security Agreement
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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 Registrant 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: October 10, 2025			​

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FAQ

What did Xcel Brands (XELB) announce in this Form 8-K?

Xcel Brands, Inc. disclosed that it entered into a Third Amendment and Consent to its Loan and Security Agreement, updating certain collateral, covenant, and prepayment terms with its lenders.

How did the loan covenant change for Xcel Brands (XELB)?

The amendment reduced Xcel Brands’ liquid asset covenant requirement to $1,000,000, lowering the minimum level of liquid assets the company must maintain under the loan agreement.

What prepayment did Xcel Brands (XELB) make under the amended loan agreement?

In connection with the amendment, Xcel Brands made a loan prepayment of $250,000, with $140,000 of that amount paid from a blocked account.

What happened to the liens on IM Topco, LLC in the Xcel Brands (XELB) amendment?

The agents and lenders consented to a transfer and the termination of a pledge agreement, and they released their liens on the equity interests of IM Topco, LLC.

Who is the administrative agent under Xcel Brands’ (XELB) amended Loan and Security Agreement?

FEAC Agent, LLC, a Delaware limited liability company, acts as administrative agent and collateral agent for the lenders under the Loan and Security Agreement as amended.

Does the amendment create a new loan for Xcel Brands (XELB)?

No. It is a Third Amendment and Consent to the existing Loan and Security Agreement, modifying terms such as collateral, a liquidity covenant, and including a prepayment.