[Form 4] XCEL BRANDS INC. Insider Trading Activity

Rhea-AI Filing Summary

Robert D'Loren, CEO and Chairman of XCel Brands, Inc. (XELB), reported stock transactions on 08/29/2025. He was awarded 21,155 shares in lieu of cash salary at a price of $1.40 per share, increasing his direct beneficial ownership to 501,953 shares. On the same date he surrendered 9,773 shares to the issuer to cover withholding taxes related to the award, leaving 492,180 shares held directly.

In addition to his direct holdings, Mr. D'Loren has indirect beneficial ownership of 60,731 shares held by the Irrevocable Trust of Rose Dempsey, over which he has sole voting and dispositive power. The transactions were reported on a Form 4 signed 09/03/2025. The filing identifies him as a director and a 10% owner.

Positive

• Received 21,155 shares as compensation in lieu of cash, aligning executive pay with shareholder outcomes
• Reporting person holds substantial ownership with 492,180 shares directly and 60,731 indirectly, indicating aligned management stake

Negative

• Shares surrendered (9,773) to cover withholding taxes reduced direct holdings following the award
• Concentrated insider control (CEO/Chairman with >10% and trust-held shares) could centralize voting power

Insights

Corporate Governance Expert

TL;DR: Routine equity compensation reported; shows executive stock-based pay and concentrated insider ownership.

The Form 4 discloses a standard equity compensation award (21,155 shares) issued in lieu of cash salary and a contemporaneous surrender of 9,773 shares to satisfy tax withholding. This pattern is common for executive compensation and does not by itself indicate unusual corporate action. The filing also confirms concentrated insider influence: Mr. D'Loren is reported as a director, CEO and Chairman and a 10% owner with additional indirect control over trust-held shares, which is relevant to governance and vote concentration.

Securities Analyst

TL;DR: Small net increase in insider-held shares; transactions are compensation-related and likely immaterial to valuation.

The net effect of the transactions is a modest increase in direct holdings (award of 21,155 shares offset by 9,773 withheld), leaving 492,180 shares directly owned and 60,731 indirectly controlled via trust. The reported $1.40 per-share price is the transaction reference; these movements appear driven by compensation mechanics rather than open-market buying or selling, so immediate market impact is likely limited.

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)
08/29/2025

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		21,155(1)	A	$1.4	501,953	D
Common Stock	08/29/2025		F		9,773(2)	D	$1.4	492,180	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	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.
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FAQ

What transactions did XELB CEO Robert D'Loren report on the Form 4?

He reported an award of 21,155 shares issued in lieu of cash salary and the surrender of 9,773 shares to satisfy withholding taxes, both dated 08/29/2025.

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

Following the transactions he directly owns 492,180 shares and indirectly controls 60,731 shares through an irrevocable trust.

At what price were the reported XELB share transactions recorded?

The Form 4 shows a transaction price of $1.40 per share for the reported award and surrender.

What is the nature of the indirect holdings reported by Robert D'Loren on XELB's Form 4?

The Form 4 states 60,731 shares are held by the Irrevocable Trust of Rose Dempsey, over which he has sole voting and dispositive power.

When was the Form 4 signed and filed for these XELB transactions?

The Form 4 bears the signature dated 09/03/2025 reporting transactions dated 08/29/2025.