XCel Brands (XELB) CEO gets stock award, surrenders shares for taxes
Rhea-AI Filing Summary
XCel Brands, Inc. reported insider equity compensation activity for CEO and Chairman Robert W. D’Loren. On May 29, 2026, he was awarded 13,617 shares of Common Stock at $2.13 per share under his employment agreement in lieu of cash salary. On the same date, 6,168 shares at $2.13 per share were surrendered to the company to cover withholding tax related to this stock award. Following these transactions, he directly holds 740,937 shares of Common Stock. Indirectly, 60,731 shares are held through Clearmarkets Capital, LLC (doing business as IPX Capital, LLC), which he controls, and 1,742 shares are held by the Irrevocable Trust of Rose Dempsey, over which he has sole voting and dispositive power.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 7,449 shares
Net Buy
4 txns
Insider
D LOREN ROBERT W
Role
CEO and Chairman
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 13,617 | $2.13 | $29K |
| Exercise Price or Tax Liability | Common Stock | 6,168 | $2.13 | $13K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 740,937 shares (Direct);
Common Stock — 62,473 shares (Indirect, See footnote)
Footnotes (4)
- F1. Represents shares awarded by the issuer pursuant to the reporting person's employment agreement in lieu of cash salary.
- F2. Represents shares surrendered to the issuer in payment of withholding tax liability increment to the stock award.
- F3. Represents shares held by Clearmarkets Capital, LLC (d/b/d IPX Capital, LLC), a company controlled by the reporting person
- F4. Represents shares held by the Irrevocable Trust of Rose Dempsey, of which the reporting person has sole voting and dispositive power.
Key Figures
Stock award: 13,617 shares at $2.13
Shares surrendered for tax: 6,168 shares at $2.13
Direct holdings after transaction: 747,105 shares
+4 more
7 metrics
Stock award
13,617 shares at $2.13
Common Stock granted in lieu of cash salary on May 29, 2026
Shares surrendered for tax
6,168 shares at $2.13
Shares surrendered to issuer for withholding tax on award
Direct holdings after transaction
747,105 shares
Common Stock directly owned after May 29, 2026 transactions
Indirect LLC holdings
60,731 shares
Shares held by Clearmarkets Capital, LLC/IPX Capital, LLC
Indirect trust holdings
1,742 shares
Shares held by the Irrevocable Trust of Rose Dempsey
Tax-withholding shares count
6,168 shares
Classified as tax-withholding disposition (Code F)
Grant code
Code A
Grant, award, or other acquisition of Common Stock
Key Terms
tax-withholding disposition, Grant, award, or other acquisition, indirect ownership, Irrevocable Trust, +1 more
5 terms
tax-withholding disposition financial
"Represents shares surrendered to the issuer in payment of withholding tax liability increment to the stock award."
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Grant, award, or other acquisition financial
"Represents shares awarded by the issuer pursuant to the reporting person's employment agreement in lieu of cash salary."
indirect ownership financial
"Represents shares held by Clearmarkets Capital, LLC (d/b/d IPX Capital, LLC), a company controlled by the reporting person"
Irrevocable Trust financial
"Represents shares held by the Irrevocable Trust of Rose Dempsey, of which the reporting person has sole voting and dispositive power."
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.
employment agreement financial
"Represents shares awarded by the issuer pursuant to the reporting person's employment agreement in lieu of cash salary."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What is the CEO’s direct ownership in XCel Brands (XELB) after these transactions?
After these transactions, the CEO directly owns 747,105 XCel Brands common shares. This figure reflects his direct holdings only and excludes additional indirect shares held through an LLC he controls and a trust where he has voting and dispositive power.
What indirect XCel Brands (XELB) holdings are associated with the CEO?
Indirectly, 60,731 XCel Brands shares are held by Clearmarkets Capital, LLC (doing business as IPX Capital, LLC), which he controls, and 1,742 shares are held by the Irrevocable Trust of Rose Dempsey, where he has sole voting and dispositive power.
Does the Form 4 for XCel Brands (XELB) show any open-market buying or selling by the CEO?
The Form 4 shows a stock award and a tax-withholding share surrender, not open-market trades. The acquisition is classified as a grant or award, while the disposition reflects shares given back to the issuer to cover tax obligations on that award.