XCel Brands (NASDAQ: XELB) CEO paid in stock, with 7,454 shares withheld for taxes

Rhea-AI Filing Summary

XCel Brands, Inc. CEO and Chairman Robert W. D'Loren received a stock award of 16,454 shares of common stock on June 30, 2026, granted under his employment agreement in lieu of cash salary. To cover the related withholding tax liability, 7,454 shares were surrendered back to the company. Following these transactions, he held 757,391 shares directly, plus indirect holdings of 60,731 shares through Clearmarkets Capital, LLC and 1,742 shares through an irrevocable trust for which he has sole voting and dispositive power.

Insights

Equity compensation analyst

CEO compensation paid in stock with tax shares withheld; no open‑market trading.

On June 30, 2026, Robert W. D'Loren received an equity award of 16,454 shares of XCel Brands common stock under his employment agreement, in lieu of cash salary. This shifts a portion of his compensation into equity, tying value more directly to the share price.

To satisfy the incremental withholding tax liability from this award, 7,454 shares were surrendered to the issuer at $1.80 per share, a non-market F-code disposition rather than an open‑market sale. After these events he held 757,391 shares directly, plus indirect positions of 60,731 shares via Clearmarkets Capital, LLC and 1,742 shares in an irrevocable trust where he has sole voting and dispositive power.

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	16,454	$1.80	$30K
Tax Withholding	Common Stock	7,454	$1.80	$13K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 757,391 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.

Key Figures

Stock award shares: 16,454 shares of common stock Shares surrendered for taxes: 7,454 shares at $1.80 per share Direct holdings after transaction: 757,391 shares of common stock +3 more

6 metrics

Stock award shares 16,454 shares of common stock Equity granted to CEO under employment agreement in lieu of cash salary on June 30, 2026

Shares surrendered for taxes 7,454 shares at $1.80 per share Shares surrendered to issuer to pay withholding tax liability tied to the stock award

Direct holdings after transaction 757,391 shares of common stock CEO’s direct ownership of XCel Brands common stock after June 30, 2026 transactions

Indirect LLC holdings 60,731 shares of common stock Shares held by Clearmarkets Capital, LLC (d/b/a IPX Capital, LLC), controlled by the reporting person

Indirect trust holdings 1,742 shares of common stock Shares held by the Irrevocable Trust of Rose Dempsey; CEO has sole voting and dispositive power

Tax-withholding transactions 1 transaction, 7,454 shares Code F disposition for payment of withholding tax liability on stock award

Key Terms

withholding tax liability, Irrevocable Trust, voting and dispositive power, grant, award, or other acquisition

4 terms

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"

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.

voting and dispositive power financial

"of which the reporting person has sole voting and dispositive power"

grant, award, or other acquisition financial

"transaction code description Grant, award, or other acquisition"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/09/2026 - 08:12 PM Accepted by SEC EDGAR 07/09/2026 - 08:12 PM Learn about SEC filing dates

FAQ

What equity award did XELB CEO Robert W. D'Loren receive on June 30, 2026?

Robert W. D'Loren received a stock award of 16,454 XCel Brands common shares on June 30, 2026, granted under his employment agreement in lieu of cash salary as reported in the Form 4.

How many XELB shares were surrendered for taxes in the June 30, 2026 transaction?

A total of 7,454 XCel Brands shares were surrendered to the issuer to satisfy the withholding tax liability related to the CEO’s stock award, at a value of $1.80 per share.

What are Robert W. D'Loren’s direct XELB share holdings after these transactions?

Following the June 30, 2026 award and tax withholding, Robert W. D'Loren directly held 757,391 shares of XCel Brands common stock, as shown in the post-transaction ownership column of the Form 4.

What indirect XELB holdings does Robert W. D'Loren report via entities and trusts?

He reports 60,731 shares held by Clearmarkets Capital, LLC (controlled by him) and 1,742 shares held by the Irrevocable Trust of Rose Dempsey, where he has sole voting and dispositive power.

Did the June 30, 2026 XELB Form 4 show any open-market stock sales by the CEO?

No. The filing reports a stock award and a related tax-withholding share surrender. The disposition is coded F, indicating payment of tax liability, not an open-market sale.

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)
06/30/2026

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	06/30/2026		A		16,454(1)	A	$1.8	757,391	D
Common Stock	06/30/2026		F		7,454(2)	D	$1.8	749,937	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	07/09/2026
	** 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)