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

XCel Brands (NASDAQ: XELB) CEO buys 5,500 shares without 10b5-1 plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

XCel Brands, Inc. (XELB) reported insider buying by reporting person D LOREN ROBERT W, its CEO, Chairman, and a more-than-10% owner. On 2026-08-28 and 2026-08-27, he purchased a total of 5,500 shares of common stock in open-market or private transactions at $0.955 per share, held directly. The filing also notes indirect holdings through Clearmarkets Capital, LLC (d/b/a IPX Capital, LLC), which he controls, and through the Irrevocable Trust of Rose Dempsey, for which he has sole voting and dispositive power.

Positive

  • None.

Negative

  • None.
Insider D LOREN ROBERT W
Role CEO and Chairman
Bought 5,500 shs ($5K)
Type Security Shares Price Value
Purchase Common Stock 3,500 $0.955 $3K
Purchase Common Stock 2,000 $0.955 $2K
holding Common Stock F1 -- -- --
holding Common Stock F2 -- -- --
Holdings After Transaction: Common Stock — 800,716 shares (Direct); Common Stock — 62,473 shares (Indirect, See Footnote)
Footnotes (2)
  1. F1. Represents shares held by Clearmarkets Capital, LLC (d/b/d IPX Capital, LLC), a company controlled by the reporting person.
  2. F2. Represents shares held by the Irrevocable Trust of Rose Dempsey, of which the reporting person has sole voting and dispositive power.
Shares purchased on 2026-08-28 3,500 shares of Common Stock Open-market or private purchase by reporting person at $0.955 per share
Shares purchased on 2026-08-27 2,000 shares of Common Stock Open-market or private purchase by reporting person at $0.955 per share
Purchase price per share $0.955 per share Price for both reported Common Stock purchases on 2026-08-27 and 2026-08-28
Net shares bought 5,500 shares Net buy volume across reported transactions, with no sales reported
open market or private transaction financial
"Purchase in open market or private transaction"
indirect financial
"ownership_type": "indirect"
voting and dispositive power regulatory
"has sole voting and dispositive power"

FAQ

What insider transactions did XELB report in this Form 4?
The Form 4 reports that D LOREN ROBERT W, CEO, Chairman, and a more-than-10% owner of XCel Brands, purchased 5,500 shares of common stock in two open-market or private transactions on 2026-08-27 and 2026-08-28 at $0.955 per share, held directly.

How many XELB shares did the insider buy and at what price?
The insider bought 5,500 shares of XCel Brands common stock at a reported price of $0.955 per share, consisting of 2,000 shares on 2026-08-27 and 3,500 shares on 2026-08-28, in open-market or private transactions.

Were the XELB insider purchases made under a Rule 10b5-1 trading plan?
No. The Form 4’s Rule 10b5-1 checkbox is not checked, and there is no footnote stating that the reported purchases were made pursuant to a Rule 10b5-1 trading plan or other pre-arranged trading arrangement.

What indirect XELB share holdings are disclosed for the reporting person?
The filing discloses that additional XCel Brands shares are held indirectly through Clearmarkets Capital, LLC (d/b/a IPX Capital, LLC), a company controlled by the reporting person, and through the Irrevocable Trust of Rose Dempsey, over which he has sole voting and dispositive power.

Does the Form 4 state the total XELB shares owned after these transactions?
No. For the reported purchases, the Form 4 does not provide a total shares following transaction figure. It reports only the individual transactions and identifies certain indirect holdings via an LLC and a trust.

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SEC Form 4
FORM 4UNITED 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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO and Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/27/2026P2,000A$0.955797,216D
Common Stock08/28/2026P3,500A$0.955800,716D
Common Stock1,742ISee Footnote(1)
Common Stock60,731ISee Footnote(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares held by Clearmarkets Capital, LLC (d/b/d IPX Capital, LLC), a company controlled by the reporting person.
2. 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'Loren08/31/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR