XCel Brands CEO buys 22,000 shares in open market

XCel Brands, Inc. (XELB) reported insider activity by CEO, Chairman and 10% owner Robert W. D' Loren.

Rhea-AI Filing Summary

XCel Brands, Inc. (XELB) reported insider activity by CEO, Chairman and 10% owner Robert W. D' Loren. On August 24 and 21, 2026, he purchased a total of 22,000 common shares in open-market transactions at about $0.87 per share. On July 31, 2026, he was awarded 24,681 shares under his employment agreement in lieu of cash salary, and 11,402 shares were surrendered to the issuer to satisfy withholding tax liability related to that stock award. The filing also notes indirect ownership of additional shares through an LLC he controls and an irrevocable trust.

Insider Trade Summary

Net Buyer: 22,000 shares

Net Buy 6 txns

Insider D LOREN ROBERT W

Role CEO and Chairman

Bought 22,000 shs ($19K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	10,000	$0.875	$9K
Purchase	Common Stock	12,000	$0.869	$10K
Grant/Award	Common Stock F1	24,681	$1.80	$44K
Tax Withholding	Common Stock F2	11,402	$1.80	$21K
holding	Common Stock F3	--	--	--
holding	Common Stock F4	--	--	--

Holdings After Transaction: Common Stock — 785,216 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

Open-market purchase shares (Aug 24, 2026): 10,000 shares at $0.875 per share Open-market purchase shares (Aug 21, 2026): 12,000 shares at $0.869 per share Stock award in lieu of cash salary: 24,681 shares at $1.8000 +2 more

5 metrics

Open-market purchase shares (Aug 24, 2026) 10,000 shares at $0.875 per share Common Stock purchased directly by CEO in open market

Open-market purchase shares (Aug 21, 2026) 12,000 shares at $0.869 per share Common Stock purchased directly by CEO in open market

Stock award in lieu of cash salary 24,681 shares at $1.8000 Shares awarded under CEO’s employment agreement on July 31, 2026

Shares surrendered for withholding tax liability 11,402 shares at $1.8000 Shares surrendered to issuer related to July 31, 2026 stock award

Net buy/sell shares in filing 22,000 shares Net of reported buy and sell transactions (non-derivative)

Key Terms

withholding tax liability, employment agreement, Irrevocable Trust, Rule 10b5-1

4 terms

withholding tax liability financial

"payment of withholding tax liability increment to the stock award"

employment agreement financial

"awarded by the issuer pursuant to the reporting person's employment agreement"

Irrevocable Trust financial

"Represents shares held by the Irrevocable Trust of Rose Dempsey"

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.

Rule 10b5-1 regulatory

"The Rule 10b5-1 checkbox is not marked for these transactions"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

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

What insider transactions did XELB’s CEO report on this Form 4?

The CEO of XCel Brands reported two open-market purchases totaling 22,000 shares, a 24,681-share stock award in lieu of cash salary, and the surrender of 11,402 shares to the issuer to cover withholding tax liability on that award.

How many XELB shares did the CEO buy and at what prices?

He purchased 10,000 shares at $0.875 on August 24, 2026 and 12,000 shares at $0.869 on August 21, 2026, all in open-market transactions of XCel Brands common stock.

What was the nature of the 24,681-share award reported for XELB’s CEO?

The 24,681 shares were awarded by XCel Brands pursuant to the CEO’s employment agreement and were granted in lieu of cash salary, according to the filing’s footnote.

Why were 11,402 XELB shares surrendered by the CEO?

The filing states that 11,402 shares were surrendered to XCel Brands as payment of the CEO’s withholding tax liability arising from the stock award granted on July 31, 2026.

Were the reported XELB transactions made under a Rule 10b5-1 plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not marked, so the reported transactions are not identified as being made pursuant to a Rule 10b5-1 trading plan.

Does the XELB CEO have indirect holdings mentioned in this Form 4?

Yes. Footnotes state that additional shares are held by Clearmarkets Capital, LLC, a company controlled by the CEO, and by the Irrevocable Trust of Rose Dempsey, over which he has sole voting and dispositive power.

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

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Available on EDGAR 08/25/2026 - 04:39 PM EDT Accepted by SEC EDGAR 08/25/2026 - 04:39 PM EDT 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)
07/31/2026

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	07/31/2026		A		24,681(1)	A	$1.8	774,618	D
Common Stock	07/31/2026		F		11,402(2)	D	$1.8	763,216	D
Common Stock	08/21/2026		P		12,000	A	$0.869	775,216	D
Common Stock	08/24/2026		P		10,000	A	$0.875	785,216	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	08/25/2026
	** 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)