XCel Brands CEO receives stock award, covers taxes

XCel Brands, Inc. reported that CEO and Chairman Robert W. D'Loren received a stock award and had shares withheld for taxes.

Rhea-AI Filing Summary

XCel Brands, Inc. reported that CEO and Chairman Robert W. D'Loren received a stock award and had shares withheld for taxes. He was granted 13,905 shares of common stock at $2.13 per share, issued under his employment agreement in lieu of cash salary.

To cover the related withholding tax liability, 6,862 shares of common stock at $2.13 per share were surrendered to the company as a tax-withholding disposition. After these compensation-related entries, he holds 740,350 shares directly, plus indirect holdings through Clearmarkets Capital, LLC and an irrevocable trust.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider D LOREN ROBERT W

Role CEO and Chairman

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	13,905	$2.13	$30K
Exercise Price or Tax Liability	Common Stock	6,862	$2.13	$15K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 733,488 shares (Direct); Common Stock — 62,473 shares (Indirect, See footnote)

Footnotes (4)

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 Clearmarkets Capital, LLC (d/b/d IPX Capital, LLC), a company controlled by the reporting person.
4. F4. Represents shares held by the Irrevocable Trust of Rose Dempsey, of which the reporting person has sole voting and dispositive power.

Key Figures

Stock award: 13,905 shares at $2.13 Tax-withholding shares: 6,862 shares at $2.13 Direct holdings after transactions: 740,350 shares +2 more

5 metrics

Stock award 13,905 shares at $2.13 Common Stock granted in lieu of cash salary

Tax-withholding shares 6,862 shares at $2.13 Shares surrendered to pay withholding tax liability

Direct holdings after transactions 740,350 shares Common Stock directly owned by Robert W. D'Loren

Indirect LLC holdings 60,731 shares Shares held by Clearmarkets Capital, LLC controlled by D'Loren

Indirect trust holdings 1,742 shares Shares held by the Irrevocable Trust of Rose Dempsey

Key Terms

tax-withholding disposition, grant/award acquisition, Irrevocable Trust, withholding tax liability

4 terms

tax-withholding disposition financial

"Represents shares surrendered to the issuer in payment of withholding tax liability increment to the stock award."

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 acquisition financial

"transaction_action: grant/award acquisition; transaction_code_description: Grant, award, or other acquisition"

Irrevocable Trust financial

"Represents shares held by the Irrevocable Trust of Rose Dempsey, of which the reporting person has sole voting and dispositive power."

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

withholding tax liability financial

"Represents shares surrendered to the issuer in payment of withholding tax liability increment to the stock award."

FAQ

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

What equity compensation did XELB CEO Robert D'Loren receive in this Form 4?

Robert D'Loren received a grant of 13,905 shares of XCel Brands common stock at $2.13 per share. The shares were awarded under his employment agreement in lieu of cash salary, reflecting stock-based compensation rather than a market purchase.

How many XELB shares were withheld for taxes in Robert D'Loren's filing?

The filing shows 6,862 XCel Brands shares at $2.13 per share were surrendered to the company to pay withholding tax liability. This is a tax-withholding disposition, not an open-market sale, tied directly to the reported stock award.

What are Robert D'Loren’s direct share holdings in XCel Brands after these transactions?

After the reported award and tax withholding, Robert D'Loren directly holds 740,350 shares of XCel Brands common stock. This figure reflects his direct ownership position following the compensation grant and related share surrender for tax obligations.

What indirect XELB holdings related to Robert D'Loren are disclosed in the Form 4?

The filing reports 60,731 XCel Brands shares held by Clearmarkets Capital, LLC, controlled by Robert D'Loren, and 1,742 shares held by the Irrevocable Trust of Rose Dempsey, where he has sole voting and dispositive power, both counted as indirect ownership.

Does this XELB Form 4 show any open-market buying or selling by the CEO?

The reported transactions are a stock grant and shares surrendered for tax withholding, both compensation-related. The filing does not show open-market purchases or sales; instead, it records equity awarded in lieu of salary and shares used to cover associated taxes.

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

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Accepted by SEC EDGAR 05/04/2026 - 02:42 PM Learn about SEC filing dates

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

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/30/2026		A		13,905(1)	A	$2.13	740,350	D
Common Stock	04/30/2026		F		6,862(2)	D	$2.13	733,488	D
Common Stock								1,742	I	See footnote(3)
Common Stock								60,731	I	See 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)
				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 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'Loren	05/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)