XCel Brands CEO receives 42,310 shares as salary

A separate 19,547-share surrender went to the issuer for withholding tax liability on the stock award.

Rhea-AI Filing Summary

On September 30, 2026, XCel Brands, Inc. (XELB) CEO and Chairman Loren Robert W. D. received an award of 42,310 common shares in lieu of cash salary under his employment agreement, reported at $0.93 per share. He also surrendered 19,547 shares to the issuer to pay withholding tax liability on the stock award, at $0.93 per share.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider D LOREN ROBERT W

Role CEO and Chairman

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	42,310	$0.93	$39K
Tax Withholding	Common Stock F2	19,547	$0.93	$18K
holding	Common Stock F3	--	--	--
holding	Common Stock F4	--	--	--

Holdings After Transaction: Common Stock — 840,612 shares (Direct); Common Stock — 62,473 shares (Indirect, See footnote)

Footnotes (4)

1. F1. Represents shares awarded by the issuer pursuant to the reporting person's employment agreement in lieu of cash salary.
2. F2. Represents shares surrendered to the issuer in payment of withholding tax liability increment to the stock award.
3. F3. Represents shares held by Clearmarkets Capital, LLC (d/b/d IPX Capital, LLC), a company controlled by the reporting person.
4. F4. Represents shares held by the Irrevocable Trust of Rose Dempsey, of which the reporting person has sole voting and dispositive power.

Key Figures

Award shares: 42,310 common shares Shares surrendered for withholding tax: 19,547 shares Reported price per share: $0.93 per share

3 metrics

Award shares 42,310 common shares Awarded September 30, 2026, in lieu of cash salary

Shares surrendered for withholding tax 19,547 shares Surrendered to the issuer on September 30, 2026

Reported price per share $0.93 per share Reported for the award and the shares surrendered for withholding tax

Key Terms

stock award, withholding tax liability, sole voting and dispositive power

3 terms

stock award financial

"in payment of withholding tax liability increment to the stock award"

withholding tax liability financial

"in payment of withholding tax liability increment to the stock award"

sole voting and dispositive power regulatory

"of which the reporting person has sole voting and dispositive power"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many XELB shares did CEO Loren Robert W. D. receive?

XCel Brands, Inc. awarded Loren Robert W. D. 42,310 common shares on September 30, 2026, in lieu of cash salary under his employment agreement.

How many XELB shares were surrendered for withholding tax?

Loren Robert W. D. surrendered 19,547 shares to XCel Brands, Inc. on September 30, 2026, to pay withholding tax liability on the stock award.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/02/2026 - 01:47 PM Accepted by SEC EDGAR 10/02/2026 - 01:46 PM Learn about SEC filing dates

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^*

D LOREN ROBERT W

(Last) (First) (Middle)

C/O XCEL BRANDS, INC.

550 SEVENTH AVENUE

(Street)

NEW YORK NEW YORK 10018

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026

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

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

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

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	09/30/2026		A		42,310(1)	A	$0.93	860,159	D
Common Stock	09/30/2026		F		19,547(2)	D	$0.93	840,612	D
Common Stock								1,742	I	See footnote(3)
Common Stock								60,731	I	See Footnote(4)

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 Clearmarkets Capital, LLC (d/b/d IPX Capital, LLC), a company controlled by the reporting person.

4. 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	10/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)