XCel Brands CEO granted 31,846 shares at $0.93

XCel Brands, Inc. (XELB) reported that director, CEO and Chairman, and ten percent owner D Loren Robert W received an equity salary award and related tax withholding transaction in the company’s common stock on August 31, 2026.

Rhea-AI Filing Summary

XCel Brands, Inc. (XELB) reported that director, CEO and Chairman, and ten percent owner D Loren Robert W received an equity salary award and related tax withholding transaction in the company’s common stock on August 31, 2026. He was granted 31,846 shares at $0.93 per share in lieu of cash salary, and 14,713 shares were surrendered to XCel Brands to pay the related withholding tax liability. No Rule 10b5-1 trading plan is reported.

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	31,846	$0.93	$30K
Tax Withholding	Common Stock F2	14,713	$0.93	$14K
holding	Common Stock F3	--	--	--
holding	Common Stock F4	--	--	--

Holdings After Transaction: Common Stock — 817,849 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

Stock award shares: 31,846 shares Stock award price per share: $0.93 per share Shares surrendered for tax withholding: 14,713 shares +2 more

5 metrics

Stock award shares 31,846 shares Common stock granted in lieu of cash salary on August 31, 2026

Stock award price per share $0.93 per share Value used for the 31,846-share salary award

Shares surrendered for tax withholding 14,713 shares Common shares surrendered to issuer for withholding tax on August 31, 2026

Tax-withholding price per share $0.93 per share Value applied to the 14,713 shares surrendered for withholding tax

Exercise price or tax liability transactions 1 transaction, 14,713 shares Code F transaction for withholding tax liability

Key Terms

withholding tax liability, irrevocable trust, dispositive power, ten percent owner

4 terms

withholding tax liability financial

"shares surrendered to the issuer in payment of withholding tax liability"

irrevocable trust financial

"Represents shares held by the Irrevocable Trust of Rose Dempsey"

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.

dispositive power financial

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

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

ten percent owner financial

"reporting person is a ten percent owner of the issuer"

FAQ

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

What insider transactions did XELB’s CEO report on August 31, 2026?

On August 31, 2026, XCel Brands’ CEO and Chairman D Loren Robert W was granted 31,846 shares of common stock at $0.93 per share and 14,713 shares were surrendered to the company to pay the related withholding tax liability.

Was the XELB Form 4 transaction a market buy or sell?

The Form 4 shows a grant of 31,846 shares as compensation in stock and a surrender of 14,713 shares to pay tax withholding. It does not report an open-market purchase or sale; the disposal is tied to tax liability on the award.

Did XELB’s CEO use a Rule 10b5-1 trading plan for these transactions?

No. The filing indicates no Rule 10b5-1 plan is reported for these August 31, 2026 transactions, meaning they were not affirmatively disclosed as executed under a pre-arranged trading plan.

How many XELB shares were used to satisfy tax withholding?

The filing reports that 14,713 shares of XCel Brands common stock were surrendered to the issuer at $0.93 per share in payment of the reporting person’s withholding tax liability related to the stock award.

Does the XELB Form 4 mention indirect holdings for the CEO?

Yes. The filing notes indirect holdings in entities, including Clearmarkets Capital, LLC (d/b/d IPX Capital, LLC) controlled by the reporting person and an Irrevocable Trust of Rose Dempsey for which he has sole voting and dispositive power.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/02/2026 - 05:16 PM EDT Accepted by SEC EDGAR 09/02/2026 - 05:15 PM EDT 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)
08/31/2026

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	08/31/2026		A		31,846(1)	A	$0.93	832,562	D
Common Stock	08/31/2026		F		14,713(2)	D	$0.93	817,849	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	09/02/2026
	** 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)