XCel Brands (XELB) EVP granted 35,811 options with tiered vesting

Rhea-AI Filing Summary

XCel Brands, Inc.12/03/2025, he was granted 35,811 stock options with an exercise price of $0.9457 per share, expiring on 12/03/2030, each option linked to one share of common stock.

The options vest in stages only if the company’s common stock reaches specific closing price targets: 10,263 shares at $3.00, 8,579 shares at $5.00, 7,053 shares at $7.00, 5,705 shares at $9.00, and 4,211 shares at $11.00 or higher. After this transaction, Burroughs reported beneficial ownership of 65,314 shares of common stock.

12/05/2025 - 08:49 PM

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^*

Burroughs Seth

(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)
	EVP of BD Treasurer Secretary

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								65,314	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	$0.9457	12/03/2025		A		35,811		(1)	12/03/2030	Common Stock	35,811	$0	35,811	D

Explanation of Responses:

1. The options vest as to 10,263 shares upon the common stock having a closing price of $3.00 or higher; 8,579 shares upon the common stock having a closing price of $5.00 or higher; 7,053 shares upon the common stock having a closing price of $7.00 or higher, 5,705 shares upon the common stock having a closing price of $9.00 or higher and 4,211 upon the common stock having a closing price of $11.00 or higher

	/s/ Seth Burroughs	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 XCel Brands (XELB) report for Seth Burroughs?

The filing reports that EVP of Business Development, Treasurer and Secretary Seth Burroughs received a grant of 35,811 stock options on 12/03/2025, each option relating to one share of XCel Brands common stock.

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

The stock options granted to Seth Burroughs have an exercise price of $0.9457 per share and an expiration date of 12/03/2030.

How do the XCel Brands options granted to Seth Burroughs vest?

The options vest in tranches tied to XCel Brands’ common stock closing price: 10,263 shares at $3.00, 8,579 at $5.00, 7,053 at $7.00, 5,705 at $9.00, and 4,211 at $11.00 or higher.

What is Seth Burroughs’ reported XCel Brands share ownership after this Form 4?

Following the reported transaction, Seth Burroughs disclosed beneficial ownership of 65,314 shares of XCel Brands common stock.

What position does Seth Burroughs hold at XCel Brands (XELB)?

Seth Burroughs is listed as an Officer of XCel Brands, serving as EVP of Business Development, Treasurer and Secretary.

Is the reported XCel Brands transaction filed by one or multiple reporting persons?

The Form 4 indicates it is a Form filed by One Reporting Person, namely Seth Burroughs.