[Form 4] XCel Brands, Inc. Insider Trading Activity

Rhea-AI Filing Summary

XCel Brands, Inc. reported a Form 4 transaction for its Chief Financial Officer. As of the reported transaction, the officer directly beneficially owned 20,401 shares of common stock. On 12/03/2025, the officer was granted 53,716 stock options with an exercise price of $0.94 per share, expiring on 12/03/2030.

The options vest in performance-based tranches tied to the company’s share price: 15,395 shares vest if the stock closes at $3.00 or higher; 12,868 shares at $5.00 or higher; 10,579 shares at $7.00 or higher; 8,558 shares at $9.00 or higher; and 6,316 shares at $11.00 or higher. This structure links the CFO’s potential reward to higher future trading prices for XCel Brands’ stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Haran James

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Options	53,716	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Options — 53,716 shares (Direct); Common Stock — 20,401 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Haran James

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2025

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								20,401	D

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
Stock Options	$0.94	12/03/2025		A		53,716		(1)	12/03/2030	Common Stock	53,716	$0	53,716	D

Explanation of Responses:

1. The options vest as to 15,395 shares upon the common stock having a closing price of $3.00 or higher; 12,868 shares upon the common stock having a closing price of $5.00 or higher; 10,579 shares upon the common stock having a closing price of $7.00 or higher, 8,558 shares upon the common stock having a closing price of $9.00 or higher and 6,316 upon the common stock having a closing price of $11.00 or higher

	/s/ James Haran	12/05/2025
	** 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 transaction did XELB report for its CFO?

The Chief Financial Officer of XCel Brands, Inc. (XELB) reported receiving 53,716 stock options on 12/03/2025 with an exercise price of $0.94 per share, expiring on 12/03/2030.

How many XCel Brands (XELB) shares does the CFO directly own after this filing?

After the reported transaction, the Chief Financial Officer directly beneficially owned 20,401 shares of XCel Brands common stock, according to the Form 4.

What are the vesting conditions for the 53,716 stock options reported by XELB?

The 53,716 stock options vest in stages based on closing share price: 15,395 shares at $3.00 or higher, 12,868 shares at $5.00 or higher, 10,579 shares at $7.00 or higher, 8,558 shares at $9.00 or higher, and 6,316 shares at $11.00 or higher.

What is the exercise price and expiration date of the new XELB stock options?

The stock options granted to the CFO have an exercise price of $0.94 per share and an expiration date of 12/03/2030, as disclosed in the Form 4.

Is the XELB Form 4 filed by an individual or a group?

The Form 4 is indicated as filed by one reporting person, specifically the Chief Financial Officer of XCel Brands, Inc.