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

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

Rhea-AI Filing Summary

XCel Brands, Inc. insider Robert W. D’Loren, CEO, Chairman and more than 10% owner, reported acquiring new indirect positions in secured convertible notes and common stock. Through entities he controls, he received convertible notes with principal amounts of $57,803 and $500,000, each convertible into common stock at $1.435 per share, corresponding to 40,280 and 348,432 underlying shares. The notes become convertible only after specified conditions, including stockholder approval for share issuance under Nasdaq rules, and for one note also an event of default. D’Loren also indirectly acquired 1,742 shares of common stock at $1.435 per share. Following these transactions, he reports 720,032 common shares held directly and 60,731 common shares held indirectly, in addition to the newly reported convertible notes.

Positive

  • None.

Negative

  • None.
Insider D LOREN ROBERT W
Role CEO and Chairman
Type Security Shares Price Value
Grant/Award Convertible Note 40,280 $50,000.00 $2.01B
Grant/Award Convertible Note 348,432 $500,000.00 $174.22B
Grant/Award Common Stock 1,742 $1.435 $2K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Convertible Note — 40,280 shares (Indirect, See Footnote); Common Stock — 1,742 shares (Indirect, See Footnote); Common Stock — 720,032 shares (Direct)
Footnotes (1)
  1. Represents shares held by the Irrevocable Trust of Rose Dempsey, of which the reporting person has sole voting and dispositive power. Represents securities held by Clearmarkets Capital LLC (d/b/a IPX Capital, LLC), a company controlled by reporting person. Represents a $57,803 principal amount secured convertible note of the Issuer with an aggregate principal amount of $50,000. Represents a $500,000 principal amount secured convertible note of the Issuer with an aggregate principal amount of $500,000. This note becomes convertible following the later of an event of default under the note and the issuer receiving stockholder approval for the issuance of the shares pursuant to the terms of this note in compliance with applicable Nasdaq rules. This note becomes convertible upon the company receiving stockholder approval for the issuance of the shares pursuant to the terms of this note in compliance with applicable Nasdaq rules.
Form 4 Insider Transactions: What Each Field Means →
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)
04/14/2026		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 Stock720,032D
Common Stock60,731ISee Footnote(1)
Common Stock04/14/2026A1,742A$1.4351,742ISee 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
Convertible Note$1.43504/14/2026A40,280(3) (5)04/13/2027Common stock40,280$50,00040,280(3)ISee Footnote(2)
Convertible Note$1.43504/14/2026A348,432(4) (6)09/20/2027Common stock348,432$500,000348,432(4)ISee Footnote(2)
Explanation of Responses:
1. Represents shares held by the Irrevocable Trust of Rose Dempsey, of which the reporting person has sole voting and dispositive power.
2. Represents securities held by Clearmarkets Capital LLC (d/b/a IPX Capital, LLC), a company controlled by reporting person.
3. Represents a $57,803 principal amount secured convertible note of the Issuer with an aggregate principal amount of $50,000.
4. Represents a $500,000 principal amount secured convertible note of the Issuer with an aggregate principal amount of $500,000.
5. This note becomes convertible following the later of an event of default under the note and the issuer receiving stockholder approval for the issuance of the shares pursuant to the terms of this note in compliance with applicable Nasdaq rules.
6. This note becomes convertible upon the company receiving stockholder approval for the issuance of the shares pursuant to the terms of this note in compliance with applicable Nasdaq rules.
/s/ Robert W. D'Loren04/15/2026
** 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