[Form 4] XCEL BRANDS INC. Insider Trading Activity

Rhea-AI Filing Summary

Filing: Form 4 filed for Xcel Brands, Inc. (XELB) with reporting person Robert D'Loren, signature dated 08/05/2025 and earliest transaction date 08/04/2025.

Roles: Reporting person is listed as Director, 10% owner and CEO and Chairman.

Transactions: The filing reports two non-derivative acquisitions on 08/04/2025: 124,200 common shares at $1.10 and 85,159 common shares at $1.38, totaling 209,359 shares acquired. The two reported rows show post-transaction beneficial ownership figures of 383,885 and 469,044 shares. An additional 60,731 shares are noted as indirectly held by the Irrevocable Trust of Rose Dempsey, over which the reporting person has sole voting and dispositive power.

Derivatives: No derivative securities are reported in Table II.

Positive

• Insider purchases totaling 209,359 shares reported on 08/04/2025 (124,200 at $1.10 and 85,159 at $1.38)
• Reporting person holds management and ownership roles: Director, CEO and Chairman and listed as a 10% owner
• 60,731 shares are identified as indirectly held in an Irrevocable Trust with the reporting person having sole voting and dispositive power

Negative

• None.

Insights

Securities Analyst

TL;DR: Significant insider purchases by the CEO/10% owner—209,359 shares—may signal management confidence and increased insider stake.

The Form 4 records two cash-acquisition transactions on 08/04/2025 totaling 209,359 common shares at prices of $1.10 and $1.38. The reporting person is both CEO and Chairman and is designated a 10% owner, which makes these purchases strategically meaningful for ownership concentration. The filing also discloses 60,731 shares indirectly held via an Irrevocable Trust for which the reporting person has sole voting and dispositive power, reinforcing control considerations. No derivative positions are reported.

Corporate Governance Expert

TL;DR: Insider buying increases concentrated ownership and highlights governance implications around trust-held shares and voting control.

The filing confirms that Robert D'Loren holds multiple governance roles (Director, CEO and Chairman) and is a >10% owner; the acquisitions on 08/04/2025 increase his reported beneficial holdings. The footnote disclosing 60,731 shares held by an Irrevocable Trust, with sole voting and dispositive power residing with the reporting person, is material to control analysis. Stake increases by senior management merit monitoring for board dynamics and minority shareholder impact. No derivatives or dispositions are disclosed.

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
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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)
08/04/2025

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	08/04/2025		P		124,200	A	$1.1	383,885	D
Common Stock	08/04/2025		A		85,159	A	$1.38	469,044	D
Common Stock								60,731(1)	I	See Footnote(1)

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

	/s/ Robert D'Loren	08/05/2025
	** 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 insider transactions were reported for XELB on 08/04/2025?

The Form 4 reports two non-derivative acquisitions on 08/04/2025: 124,200 shares at $1.10 and 85,159 shares at $1.38.

Who filed the Form 4 for Xcel Brands (XELB)?

The filing was submitted by Robert D'Loren, identified as Director, CEO and Chairman and a 10% owner.

How many shares does the filing show as indirectly owned via a trust?

The filing discloses 60,731 shares held by the Irrevocable Trust of Rose Dempsey, with the reporting person having sole voting and dispositive power.

What are the post-transaction beneficial ownership figures reported?

The two reported rows list post-transaction beneficial ownership of 383,885 and 469,044 shares.

Are any derivative securities reported in this Form 4 for XELB?

No. Table II lists no derivative securities acquired, disposed of, or beneficially owned.