Xcel Brands (XELB) CEO reports stock award and tax share surrender

Rhea-AI Filing Summary

Xcel Brands CEO and Chairman Robert W. D'Loren, a director and 10% owner, reported stock-based compensation and related tax withholding. On 02/02/2026, he was awarded 20,147 shares of common stock at $1.47 per share under his employment agreement in lieu of cash salary. On the same date, he surrendered 10,376 shares at $1.47 to cover withholding taxes on this stock award. After these transactions, he directly owned 710,126 common shares. He also had indirect beneficial ownership of 60,731 shares held by the Irrevocable Trust of Rose Dempsey, where he has sole voting and dispositive power.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

D LOREN ROBERT W

(Last) (First) (Middle)

C/O XCEL BRANDS, INC.

550 SEVENTH AVENUE

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
XCel Brands, Inc. [ XELB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/02/2026		A		20,147(1)	A	$1.47	720,502	D
Common Stock	02/02/2026		F		10,376(2)	D	$1.47	710,126	D
Common Stock								60,731	I	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares awarded by the issuer pursuant to the reporting person's employment agreement in lieu of cash salary.

2. Represents shares surrendered to the issuer in payment of withholding tax liability increment to the stock award.

3. Represents shares held by the Irrevocable Trust of Rose Dempsey, of which the reporting person has sole voting and dispositive power.

	/s/ Robert W. D'Loren	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did XELB CEO Robert W. D'Loren report?

Robert W. D'Loren reported receiving 20,147 Xcel Brands shares at $1.47 as stock compensation and surrendering 10,376 shares at the same price to satisfy tax withholding obligations related to that award, both dated February 2, 2026.

How many XELB shares does Robert W. D'Loren own after this Form 4?

After the reported transactions, Robert W. D'Loren directly owns 710,126 Xcel Brands common shares and has indirect beneficial ownership of 60,731 additional shares held in the Irrevocable Trust of Rose Dempsey, where he has sole voting and dispositive power.

Why did the XELB CEO surrender 10,376 shares of common stock?

He surrendered 10,376 Xcel Brands shares to the company to pay withholding tax liabilities arising from his stock award. This is a common mechanism where shares are used instead of cash to cover required payroll tax obligations on equity compensation.

What is the nature of the 20,147 XELB shares awarded to Robert W. D'Loren?

The 20,147 Xcel Brands shares represent compensation granted under Robert W. D'Loren’s employment agreement in lieu of cash salary. Instead of receiving cash, he was paid in company stock valued at $1.47 per share on February 2, 2026.

How are the 60,731 indirectly owned XELB shares held for Robert W. D'Loren?

The 60,731 indirectly owned Xcel Brands shares are held by the Irrevocable Trust of Rose Dempsey. According to the disclosure, Robert W. D'Loren has sole voting and dispositive power over these shares, giving him effective control despite the trust structure.

What roles does Robert W. D'Loren hold at Xcel Brands (XELB)?

Robert W. D'Loren is disclosed as a director, the CEO and Chairman of Xcel Brands, and a 10% owner. These roles indicate both executive leadership and significant equity ownership, which is why his transactions must be reported on Form 4.