XCel Brands (XELB) CEO stock award and tax-share surrender detailed

Rhea-AI Filing Summary

XCel Brands, Inc. CEO and Chairman Robert W. D'Loren reported offsetting stock movements tied to his compensation. On February 27, 2026, he was granted 20,425 shares of common stock at $1.45 per share, awarded under his employment agreement in lieu of cash salary.

On the same date, he surrendered 10,519 shares at $1.45 per share back to the company to satisfy withholding tax obligations related to the stock award. After these transactions, he directly owns 720,032 common shares. An additional 60,731 shares are held indirectly by the Irrevocable Trust of Rose Dempsey, over which 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)
02/27/2026

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	02/27/2026		A		20,425(1)	A	$1.45	730,551	D
Common Stock	02/27/2026		F		10,519(2)	D	$1.45	720,032	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	03/03/2026
	** 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 did XCel Brands (XELB) CEO report in this Form 4 filing?

XCel Brands CEO Robert W. D'Loren reported a stock grant and related tax-share surrender. He received 20,425 common shares in lieu of cash salary and surrendered 10,519 shares to cover withholding taxes, updating both his direct and indirect ownership positions.

How many XCel Brands (XELB) shares were granted to the CEO?

Robert W. D'Loren was granted 20,425 shares of XCel Brands common stock. The award was made at $1.45 per share under his employment agreement, explicitly in lieu of cash salary, effectively shifting part of his compensation into equity rather than cash.

Why did the XCel Brands (XELB) CEO surrender 10,519 shares?

He surrendered 10,519 XCel Brands shares to the company to pay withholding tax arising from the stock award. This tax-withholding disposition, priced at $1.45 per share, allowed the tax liability to be settled using shares instead of separate cash payments.

What is the XCel Brands (XELB) CEO’s direct share ownership after these transactions?

Following the reported award and tax-share surrender, Robert W. D'Loren directly owns 720,032 XCel Brands common shares. This figure reflects his post-transaction direct holdings and is separate from any additional shares held through trusts or other indirect arrangements.

What indirect XCel Brands (XELB) holdings are reported for the CEO?

The filing shows 60,731 XCel Brands shares held indirectly through the Irrevocable Trust of Rose Dempsey. The CEO has sole voting and dispositive power over these trust shares, meaning he controls how they are voted and whether they are sold or transferred.

Were the XCel Brands (XELB) CEO’s transactions open-market buys or sells?

The reported transactions were not open-market trades. One entry is a stock grant in lieu of cash salary, and the other is a surrender of shares back to the issuer to satisfy tax withholding, rather than a discretionary market purchase or sale.