Xcel Brands SEC Filings

XCel Brands, Inc. Schedule 13G shows that Potomac-related parties report beneficial ownership of common stock following an August 1, 2025 event. The filing lists 315,299 shares held directly by Potomac Capital Partners V, LP (the Fund) and 316,249 shares reported for Paul J. Solit (which includes 950 shares held in accounts of his children), representing 6.6% of the outstanding class based on 4,762,360 shares outstanding as stated in the issuer's August 1, 2025 prospectus. The Reporting Persons include Paul J. Solit, Potomac Capital Management, Inc., Potomac Capital Management V LLC and Potomac Capital Partners V, LP.

The filing states the shares were not acquired to change or influence control of the issuer and that the Investment Manager and General Partner may be deemed to beneficially own Fund-held shares. Principal business address and organizational jurisdictions for each reporting person are provided, and the filing is signed by Paul J. Solit on behalf of each reporting person.

Mark DiSanto amended his Schedule 13D to report additional purchases of XCel Brands, Inc. common stock. He now beneficially owns 354,174 shares, representing 7.4% of the outstanding class, and holds sole voting and dispositive power over those shares. The filing states he acquired 91,800 shares in a best‑efforts public offering at $1.10 per share and 60,883 shares in a private placement at $1.38 per share; all shares described are deemed beneficially owned by him due to his voting power. The filing says he may buy or sell shares in the future and retains the right to change his intentions, but currently has no plans to pursue major corporate actions beyond his role as a director.

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.

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.

Xcel Brands, Inc. reported details in its Form 10-Q including a 1-for-10 reverse stock split, consolidation of certain joint ventures, brand licensing activity, and debt refinancings. The company described owned and co-branded labels (Halston, Judith Ripka, C Wonder) and several collaborations launching in 2025–2026. It consolidated a 50% entity (Longaberger Licensing, LLC) as a variable interest entity and accounts for a noncontrolling interest. The filing discloses multiple term loans and a delayed draw facility used to repay prior debt, issuance and allocation of warrants related to these financings, and associated debt extinguishment costs. It also discloses certain collateral and lease terms, option and warrant reserves, and limited stock-based compensation activity.

Robert W. D'Loren amended his Schedule 13D to report that he beneficially owns 911,362 shares of XCel Brands, Inc. common stock, representing 19.0% of the class. On August 1, 2025 he purchased 124,200 shares in a best efforts public offering at $1.10 per share, and the filing states the issuer purchased 82,159 shares in a private placement at $1.38 per share. The Reporting Person received 16,363 shares as compensation on June 30, 2025 and surrendered 7,412 shares for withholding taxes. The filing lists additional holdings including warrants, restricted shares, options, shares held in trust, and shares subject to irrevocable proxies, and confirms his roles as CEO and Chairman. He reserves the right to buy or sell shares in the future.

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.