[Form 4] XCEL BRANDS INC. Insider Trading Activity

Rhea-AI Filing Summary

Seth Burroughs, EVP of BD, Treasurer, Secretary and Director of XCel Brands, Inc. (XELB), reported insider stock activity on Form 4. On 08/29/2025 he was awarded 8,110 shares by the issuer in lieu of cash salary and surrendered 4,092 shares to satisfy withholding tax. The report shows a transaction price of $1.40 for the transactions and indicates 69,406 shares beneficially owned after the award and 65,314 shares after the surrender. The Form 4 was signed on 09/03/2025 and includes explanatory footnotes stating the award replaced cash salary and the surrendered shares paid the tax withholding.

Positive

• Equity compensation granted (8,110 shares) in lieu of cash salary, increasing insider alignment with shareholders
• Filing includes explanatory footnotes clarifying the award and tax withholding, improving transparency
• Form properly signed and dated, indicating procedural compliance with Section 16 reporting

Negative

• Shares surrendered (4,092) for tax withholding partially offset the award, resulting in a modest net increase of 4,018 shares
• Transaction price reported as $1.40 may reflect dilution or valuation context for the issuance (explicit price only reported)

Insights

Securities Analyst

TL;DR: Insider received equity compensation and surrendered shares for tax withholding; modest net increase in holdings, routine disclosure.

This filing documents a common compensation exchange where 8,110 shares were issued in lieu of cash salary and 4,092 shares were surrendered to cover taxes, leaving a net increase of 4,018 shares for the reporting person. The transaction price is reported as $1.40 and total beneficial ownership figures are provided. This is a standard Section 16 disclosure that primarily informs investors of insider ownership changes rather than indicating a strategic shift.

Corporate Governance Expert

TL;DR: Filing is a routine insider compensation and tax-withholding report with clear explanatory notes and proper signature.

The Form 4 includes required explanations that the shares were awarded under the employment agreement and some were surrendered for withholding tax. The document is signed and dated, lists the reporting person’s roles, and provides post-transaction beneficial ownership counts. From a governance and disclosure perspective, the filing appears complete and compliant with Section 16 reporting norms.

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^*

Burroughs Seth

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP of BD Treasurer Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		A		8,110(1)	A	$1.4	69,406	D
Common Stock	08/29/2025		F		4,092(2)	D	$1.4	65,314	D

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.

	/s/ Seth Burroughs	09/03/2025
	** 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.

FAQ

What did Seth Burroughs report on Form 4 for XELB?

The report shows an award of 8,110 shares in lieu of cash salary and the surrender of 4,092 shares to pay withholding tax, with transactions dated 08/29/2025.

How many XELB shares does the reporting person own after these transactions?

The Form shows 69,406 shares beneficially owned following the award and 65,314 shares after the surrendered shares for withholding.

What was the reported transaction price on the Form 4 for XELB?

The transactions are reported at a price of $1.40 per share.

Why were shares surrendered according to the filing?

The explanatory note states the 4,092 shares were surrendered to the issuer in payment of withholding tax liability related to the stock award.

When was the Form 4 signed?

The Form 4 is signed by Seth Burroughs on 09/03/2025.