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

Rhea-AI Filing Summary

Robert D'Loren, CEO and Chairman of XCel Brands, Inc. (XELB), reported insider transactions dated 09/30/2025. He was awarded 16,828 shares under his employment agreement in lieu of cash salary at a reported price of $1.76, increasing his direct holdings to 509,008 shares. On the same date he surrendered 7,774 shares to satisfy tax withholding, leaving 501,234 shares held directly. He also reports indirect beneficial ownership of 60,731 shares held in the Irrevocable Trust of Rose Dempsey, over which he has sole voting and dispositive power. The Form 4 was signed on 10/03/2025.

Positive

• 16,828 shares awarded in lieu of cash salary demonstrates board-authorized equity compensation
• Reporting person retains 501,234 direct shares after withholding, showing continued substantial ownership
• Disclosure of 60,731 indirectly held shares with sole voting and dispositive power clarifies governance influence

Negative

• None.

Insights

Insider Transactions Analyst

CEO received equity as compensation and settled withholding; ownership remains concentrated.

The filing shows a 16,828-share award issued in lieu of cash salary at $1.76, which is a non-cash compensation event explicitly disclosed by the issuer. The simultaneous surrender of 7,774 shares for tax withholding is routine and tied directly to the award. Together these moves leave the reporting person with 501,234 direct shares and an additional 60,731 indirectly controlled shares via a trust.

This pattern is typical of equity compensation programs and does not, by itself, indicate stock sales for liquidity or changes in control; it documents compensation and resulting ownership levels as required by Section 16.

Corporate Governance Expert

Reported sole voting and dispositive power over trust-held shares increases governance influence.

The filer discloses sole voting and dispositive power over an Irrevocable Trust holding 60,731 shares, which is material to control and governance because it adds to his effective influence beyond direct holdings. The Form 4 cleanly separates direct and indirect holdings, helping investors assess the executive's stake.

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
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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).

1. Name and Address of Reporting Person^*

D LOREN ROBERT W

(Last) (First) (Middle)

C/O XCEL BRANDS, INC.

550 SEVENTH AVENUE, 11TH FLOOR

(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)
09/30/2025

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	09/30/2025		A		16,828(1)	A	$1.76	509,008	D
Common Stock	09/30/2025		F		7,774(2)	D	$1.76	501,234	D
Common Stock								60,731(3)	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 D'Loren	10/03/2025
	** 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 transactions did XELB CEO Robert D'Loren report on Form 4?

He reported an award of 16,828 shares in lieu of cash salary and the surrender of 7,774 shares to pay withholding taxes, both dated 09/30/2025.

How many XELB shares does Robert D'Loren own after the transactions?

The filing shows 501,234 shares held directly after the transactions and an additional 60,731 shares held indirectly via the Irrevocable Trust of Rose Dempsey.

At what price were the awarded shares recorded?

The award and the surrendered shares are reported at a price of $1.76 per share.

What is the reporting person's role at XCel Brands?

The reporting person, Robert D'Loren, is listed as CEO and Chairman and a 10% owner in the Form 4.

When was the Form 4 signed?

The Form 4 bears the reporting person's signature dated 10/03/2025.