XCel Brands CEO reports 23,505-share award, 10,859 tax surrender

XCel Brands (XELB) reported insider activity by CEO and Chairman Robert D'Loren.

Accepted by SEC EDGAR 11/03/2025 - 05:40 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

XCel Brands (XELB) reported insider activity by CEO and Chairman Robert D'Loren. On 10/31/2025, he was awarded 23,505 shares of common stock at $1.26 per share under his employment agreement in lieu of cash salary, and he surrendered 10,859 shares at $1.26 to cover withholding taxes related to the award.

Following these transactions, D'Loren beneficially owned 513,880 shares directly. He also held an additional 60,731 shares indirectly through the Irrevocable Trust of Rose Dempsey, over which he has sole voting and dispositive power.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider D LOREN ROBERT W

Role CEO and Chairman

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	23,505	$1.26	$30K
Exercise Price or Tax Liability	Common Stock	10,859	$1.26	$14K
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 513,880 shares (Direct); Common Stock — 60,731 shares (Indirect, See Footnote)

Holdings Before and After: Common Stock, 501,234 to 513,880 shares (Direct)

Footnotes (3)

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 the Irrevocable Trust of Rose Dempsey, of which the reporting person has sole voting and dispositive power.

FAQ

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

What insider transaction did XELB disclose on Form 4?

The CEO and Chairman received a 23,505-share stock award at $1.26 and surrendered 10,859 shares at $1.26 for tax withholding on 10/31/2025.

Who reported the XELB Form 4 transactions?

CEO and Chairman Robert D'Loren, who is also a director and 10% owner.

How many XELB shares does the insider own after the transactions?

Direct beneficial ownership is 513,880 shares. Indirect beneficial ownership is 60,731 shares via the Irrevocable Trust of Rose Dempsey.

What was the price associated with the reported XELB share movements?

Both the stock award and the tax-withholding surrender were shown at $1.26 per share.

What explains the surrender of 10,859 XELB shares?

They were surrendered to the issuer to pay the withholding tax liability related to the stock award.

What is the nature of the insider’s indirect XELB holdings?

The 60,731 shares are held by the Irrevocable Trust of Rose Dempsey, with the insider having sole voting and dispositive power.

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

Form 4 Insider Transactions: What Each Field Means →

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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, 11TH FLOOR

(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)
10/31/2025

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	10/31/2025		A		23,505(1)	A	$1.26	524,739	D
Common Stock	10/31/2025		F		10,859(2)	D	$1.26	513,880	D
Common Stock								60,731(3)	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 D'Loren	11/03/2025
	** 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.