XCel Brands insider award and tax-surrender reported on Form 4

Rhea-AI Filing Summary

Robert D'Loren, CEO, Chairman, director and reported 10% owner of XCel Brands, Inc. (XELB), reported transactions dated 08/15/2025. The filing shows 27,423 common shares were awarded to him pursuant to his employment agreement in lieu of cash salary at a reported price of $1.08 per share. On the same date he surrendered 12,669 shares to the issuer to satisfy withholding tax obligations at $1.08 per share. The Form 4 lists 493,467 shares beneficially owned following the award transaction and 480,798 shares following the surrender. The filing also discloses 60,731 shares held in the Irrevocable Trust of Rose Dempsey, over which the reporting person has sole voting and dispositive power.

Positive

• Equity-based compensation awarded (27,423 shares) aligns executive pay with shareholder outcomes
• Clear disclosure of the tax-surrender (12,669 shares) and the trust holding (60,731 shares) enhances transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider received stock compensation and surrendered shares for taxes; holdings changed modestly, routine corporate insider activity.

The Form 4 documents a compensation-related share award of 27,423 shares and a contemporaneous surrender of 12,669 shares to cover withholding, both at $1.08 per share. Such awards in lieu of cash are common for executive compensation and do not by themselves signal a material change in company control or financing. The filing quantifies direct beneficial ownership at 493,467 shares after the award and 480,798 after the surrender, plus 60,731 shares indirectly held via an irrevocable trust. For investors, this is routine insider compensation disclosure that updates ownership counts but contains no new financing or transaction that would materially alter capital structure.

Corporate Governance Expert

TL;DR: Disclosure is standard and transparent; shows insider alignment via equity compensation and clear trust reporting.

The reporting person is properly identified as CEO, Chairman, director and 10% owner, and the Form 4 explains the nature of each entry: an award in lieu of salary, shares surrendered for tax withholding, and indirect trust holdings with sole voting/dispositive power. The explanation improves transparency around executive compensation and beneficial ownership. The transactions do not indicate any stock sale to third parties or diversion of voting power outside disclosed arrangements.

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

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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, 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		A		27,423(1)	A	$1.08	493,467	D
Common Stock	08/15/2025		F		12,669(2)	D	$1.08	480,798	D
Common Stock								60,731(3)	I	See Footnote(3)

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 the Irrevocable Trust of Rose Dempsey, of which the reporting person has sole voting and dispositive power.

	/s/ Robert D'Loren	08/18/2025
	** 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 transactions did Robert D'Loren report on the XELB Form 4?

The Form 4 reports an award of 27,423 common shares and the surrender of 12,669 shares to cover withholding, both dated 08/15/2025 at $1.08 per share.

How many XELB shares does Robert D'Loren beneficially own after the reported transactions?

The filing lists 493,467 shares following the award transaction and 480,798 shares following the withholding surrender; additionally 60,731 shares are held indirectly in an irrevocable trust.

Why were 27,423 XELB shares issued to the reporting person?

The Form 4 states those shares were awarded pursuant to the reporting person's employment agreement in lieu of cash salary.

What is the nature of the 60,731 shares held in the trust?

The filing explains the 60,731 shares are held by the Irrevocable Trust of Rose Dempsey, over which the reporting person has sole voting and dispositive power.

What roles does the reporting person hold at XCel Brands, Inc.?

The Form 4 identifies Robert D'Loren as CEO and Chairman, a director and a 10% owner of XELB.