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XCel Brands (XELB) CEO gets stock award and surrenders shares for tax

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

Rhea-AI Filing Summary

XCel Brands, Inc. reported routine insider equity activity involving its CEO and Chairman. On April 20, 2026, the executive received 13,222 shares of Common Stock at $2.24 per share as a stock award under an employment agreement in lieu of cash salary.

To cover the incremental withholding tax on this award, 6,809 shares were surrendered back to the company at $2.24 per share, a non-market, tax-withholding disposition. After these transactions, the executive held 733,254 shares directly, plus 60,731 shares through Clearmarkets Capital, LLC and 1,742 shares through the Irrevocable Trust of Rose Dempsey, both reported as indirect holdings.

Positive

  • None.

Negative

  • None.
Insider D LOREN ROBERT W
Role CEO and Chairman
Type Security Shares Price Value
Grant/Award Common Stock 13,222 $2.24 $30K
Tax Withholding Common Stock 6,809 $2.24 $15K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 733,254 shares (Direct, null); Common Stock — 1,742 shares (Indirect, See footnote)
Footnotes (1)
  1. Represents shares awarded by the issuer pursuant to the reporting person's employment agreement in lieu of cash salary. Represents shares surrendered to the issuer in payment of withholding tax liability increment to the stock award. Represents shares held by Clearmarkets Capital, LLC (d/b/d IPX Capital, LLC), a company controlled by the reporting person. Represents shares held by the Irrevocable Trust of Rose Dempsey, of which the reporting person has sole voting and dispositive power.
Stock award 13,222 shares at $2.24 Common Stock granted in lieu of cash salary on April 20, 2026
Tax-withholding shares 6,809 shares at $2.24 Shares surrendered to issuer for withholding tax on award
Direct holdings after 733,254 shares CEO direct Common Stock position following reported transactions
Clearmarkets Capital holdings 60,731 shares Indirect Common Stock held via Clearmarkets Capital, LLC
Trust holdings 1,742 shares Indirect Common Stock held by the Irrevocable Trust of Rose Dempsey
tax-withholding disposition financial
"To cover the incremental withholding tax on this award, 6,809 shares were surrendered"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Grant, award, or other acquisition financial
"transaction_code_description":"Grant, award, or other acquisition""
withholding tax liability financial
"payment of withholding tax liability increment to the stock award"
Irrevocable Trust financial
"Represents shares held by the Irrevocable Trust of Rose Dempsey"
sole voting and dispositive power financial
"of which the reporting person has sole voting and dispositive power"
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)
04/20/2026		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 Stock04/20/2026A13,222(1)A$2.24733,254D
Common Stock04/20/2026F6,809(2)D$2.24726,445D
Common Stock1,742ISee footnote(3)
Common Stock60,731ISee Footnote(4)
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 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 Clearmarkets Capital, LLC (d/b/d IPX Capital, LLC), a company controlled by the reporting person.
4. 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'Loren04/22/2026
** 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

FAQ

What insider transaction did XCel Brands (XELB) report for its CEO?

XCel Brands disclosed that its CEO and Chairman received 13,222 shares of Common Stock as a stock award in lieu of cash salary. This was a compensation grant, not an open-market purchase, and increased his direct equity stake in the company.

How many XCel Brands (XELB) shares were used to cover taxes on the CEO’s award?

To satisfy withholding tax on the stock award, 6,809 shares of XCel Brands Common Stock were surrendered to the issuer at $2.24 per share. This was a tax-withholding disposition, not a market sale, and is reported under transaction code F.

What are the CEO’s direct XCel Brands (XELB) holdings after this Form 4?

Following the grant and tax-withholding disposition, the CEO’s direct holdings totaled 733,254 shares of XCel Brands Common Stock. This figure reflects the net position after receiving 13,222 shares and surrendering 6,809 shares back to the company for taxes.

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

The filing reports 60,731 shares held through Clearmarkets Capital, LLC, a company controlled by the executive, and 1,742 shares held by the Irrevocable Trust of Rose Dempsey, where he has sole voting and dispositive power. Both positions are classified as indirect ownership.

Were there any open-market buys or sells in this XCel Brands (XELB) Form 4?

No open-market purchases or sales were reported. The filing shows a stock award of 13,222 shares in lieu of cash salary and a 6,809-share tax-withholding disposition to the issuer, both compensation-related and non-market transactions.