XCel Brands (XELB) Exec Receives Stock Award, Surrenders Shares for Taxes

Rhea-AI Filing Summary

Seth Burroughs, an executive of XCel Brands, Inc. (XELB), reported two share transactions dated 08/15/2025. He was awarded 10,512 common shares under his employment agreement in lieu of cash salary at an effective price of $1.08 per share, and on the same date he surrendered 5,304 shares to the issuer to satisfy withholding tax obligations at the same $1.08 reference price. After these actions his beneficial ownership is reported as 61,296 shares (down from 66,600 after the award and subsequent surrender). The Form 4 is signed by Mr. Burroughs on 08/18/2025.

Insights

Financial Analyst

TL;DR: Routine equity compensation award with tax-withholding surrender; immaterial to company valuation but aligns executive pay with shareholder interests.

The reported award of 10,512 shares in lieu of cash salary indicates the company is using equity to conserve cash or align compensation with shareholder outcomes. The simultaneous surrender of 5,304 shares to cover withholding taxes is a common administrative step that reduces the net shares delivered to the executive. The reported prices reflect the per-share reference for the award and withholding and do not indicate open-market purchases or sales. For investors, these actions are standard compensation-related movements rather than trading driven by private information.

Corporate Governance Expert

TL;DR: Desktop governance signal: equity-based pay through share awards is standard; tax withholding via share surrender is routine.

The Form 4 shows an employment-based share award and share surrender to satisfy withholding obligations, executed by an officer. This demonstrates compensation tied to equity rather than cash, which can strengthen pay-for-performance alignment. The transactions were disclosed promptly on a Form 4 and manually signed, meeting disclosure norms. There is no indication of unusual timing, derivative activity, or related-party transfers in the filing.

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)
08/15/2025

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		10,512(1)	A	$1.08	66,600	D
Common Stock	08/15/2025		F		5,304(2)	D	$1.08	61,296	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	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 did XELB executive Seth Burroughs report on Form 4?

He reported an award of 10,512 common shares and the surrender of 5,304 shares to cover withholding taxes, both dated 08/15/2025.

Why were shares surrendered on the Form 4 for XELB?

The filing explains the 5,304 shares were surrendered to the issuer to pay withholding tax liability related to the stock award.

How many XELB shares does Seth Burroughs beneficially own after the transactions?

The Form 4 reports 61,296 shares beneficially owned following the reported transactions.

At what price were the awarded XELB shares reported?

The transactions reference a price of $1.08 per share for both the award and the surrendered shares.

When were the transactions and the Form 4 signature dated?

Transactions are dated 08/15/2025 and the Form 4 is signed on 08/18/2025.