Welcome to our dedicated page for Xcel Brands SEC filings (Ticker: XELB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Xcel Brands Inc. filings document the regulatory record for a media and consumer-products brand manager whose business uses licensing, design, marketing, sourcing and service arrangements. Its Securities Act registration statements describe common stock offerings, resale mechanics, purchase-agreement structures, business risks and the company’s smaller-reporting-company status.
Recent 8-K filings cover material agreements, debt obligations, amendments to loan and security agreements, senior secured notes, cash-collateral and covenant terms, equity financing arrangements, and the sale of the Judith Ripka brand assets. Other filings include Form 12b-25 notices for periodic-report timing, together with disclosures on subsidiaries, collateral, capital structure and governance matters tied to the company’s operating and financing arrangements.
Xcel Brands, Inc. filed a Form 12b-25 to notify a late filing of its Form 10-Q for the quarter ended September 30, 2025, citing delays in completing the audit as management needs more time to compile and verify required data. The company expects to file within the allowed extension period.
Preliminary results for the three months ended September 30, 2025 indicate revenues of approximately $1.12 million, down from about $1.91 million a year earlier, and gross profit of about $1.12 million versus $1.50 million. Net loss is expected to be roughly $7.90 million, compared with $9.21 million last year, with net loss per share of about $2.02 versus $3.92.
For the nine months ended September 30, 2025, revenues are estimated at about $3.77 million versus $7.05 million a year earlier, and net loss at roughly $14.68 million compared with $15.31 million, with net loss per share of about $5.06 versus $6.82. The revenue decline is attributed primarily to the divestiture of the Lori Goldstein business.
Xcel Brands (XELB) reported an insider equity award. Director Deborah Weinswig received 1,000 shares of restricted stock on 05/28/2025 at a stated price of $0, bringing her direct holdings to 6,800 shares after the transaction.
She was also granted stock options with a $2.6321 exercise price, expiring on 05/28/2030. The restricted stock vests 50% on April 1, 2026 and 50% on April 1, 2027, and the reporting person may extend vesting dates in six-month increments at her discretion. The options vest 50% on May 28, 2025 and 50% on May 1, 2026.
XCel Brands (XELB) reported insider activity by CEO and Chairman Robert D'Loren. On 10/31/2025, he was awarded 23,505 shares of common stock at $1.26 per share under his employment agreement in lieu of cash salary, and he surrendered 10,859 shares at $1.26 to cover withholding taxes related to the award.
Following these transactions, D'Loren beneficially owned 513,880 shares directly. He also held an additional 60,731 shares indirectly through the Irrevocable Trust of Rose Dempsey, over which he has sole voting and dispositive power.
Xcel Brands, Inc. (XELB) announced its 2025 Annual Meeting of Stockholders for December 3, 2025 at 11:00 A.M. (local time) at the company’s New York offices. Stockholders will vote to elect five directors, approve an amended and restated 2021 Equity Incentive Plan, and ratify Wolf & Company, PC as independent auditor for the fiscal year ending December 31, 2025.
The Board recommends voting FOR all proposals, including increasing the shares reserved under the 2021 Equity Incentive Plan from 400,000 to 1,150,000. Only stockholders of record as of October 8, 2025 may vote. There were 4,806,776 shares of common stock outstanding as of the record date, with one vote per share. The proxy outlines quorum and vote standards and confirms all Board committee members are independent under NASDAQ rules.
Xcel Brands, Inc. reported that on October 7, 2025 it entered into a Third Amendment and Consent to its Loan and Security Agreement with its lenders and FEAC Agent, LLC as administrative and collateral agent. Under this amendment, the lenders and agents consented to a transfer that includes terminating a pledge agreement and releasing their liens on the equity interests of IM Topco, LLC. The amendment also reduces Xcel’s minimum liquid asset covenant requirement to $1,000,000, giving the company a lower liquidity threshold to maintain under the credit facility. In connection with the amendment, Xcel made a loan prepayment of $250,000, of which $140,000 was paid from a blocked account.
Xcel Brands, Inc. filed a preliminary proxy statement for the Annual Meeting of Stockholders to be held on December 3, 2025
The company asks shareholders to elect six directors and to ratify the appointment of Wolf & Company, PC as independent auditors for the fiscal year ending December 31, 2026. Governance disclosures show committee activity in 2024: the Audit Committee held 4 meetings, the Nominating Committee held 1 meeting, and the Compensation Committee held no meetings. Non-employee directors received equity grants on April 3, 2024—1,000 restricted shares vesting 50% on April 3, 2025 and 50% on April 3, 2026, plus options for 2,500 shares at an $8.50 exercise price with the same vesting schedule. Commencing July 16, 2024, 40% of the salaries for Robert W. D'Loren and Seth Burroughs was paid in stock: D'Loren received $162,892 (24,037 shares gross; 12,933 net) and Burroughs received $62,443 (9,213 shares gross; 4,569 net). An adjusted closing price of $0.515 (post 1-for-10 reverse split) was used to value unvested awards at year-end 2024.
Robert D'Loren, CEO and Chairman of XCel Brands, Inc. (XELB), reported insider transactions dated 09/30/2025. He was awarded 16,828 shares under his employment agreement in lieu of cash salary at a reported price of $1.76, increasing his direct holdings to 509,008 shares. On the same date he surrendered 7,774 shares to satisfy tax withholding, leaving 501,234 shares held directly. He also reports indirect beneficial ownership of 60,731 shares held in the Irrevocable Trust of Rose Dempsey, over which he has sole voting and dispositive power. The Form 4 was signed on 10/03/2025.
Xcel Brands, Inc. reported a change in its independent auditor. On September 15, 2025, the audit committee dismissed CBIZ CPAs P.C. as the company’s independent registered accounting firm and, on the same date, approved the engagement of Wolf & Company, PC for the fiscal year ending December 31, 2025, including the interim period ending September 30, 2025.
CBIZ CPAs, which had been appointed in May 2025 after the dismissal of Marcum LLP, did not issue any audit reports for Xcel Brands. The company states there were no disagreements with CBIZ CPAs on accounting principles, financial disclosure, or audit scope, and no reportable events other than a previously disclosed material weakness related to not filing its Form 10-K and Form 10-Q on time because it relies on a third party to provide financial information for an unconsolidated affiliate.
Xcel Brands, Inc. reported a change in its independent auditor. On September 15, 2025, the audit committee dismissed CBIZ CPAs P.C. as the company’s independent registered accounting firm and, on the same date, approved the engagement of Wolf & Company, PC for the fiscal year ending December 31, 2025, including the interim period ending September 30, 2025.
CBIZ CPAs, which had been appointed in May 2025 after the dismissal of Marcum LLP, did not issue any audit reports for Xcel Brands. The company states there were no disagreements with CBIZ CPAs on accounting principles, financial disclosure, or audit scope, and no reportable events other than a previously disclosed material weakness related to not filing its Form 10-K and Form 10-Q on time because it relies on a third party to provide financial information for an unconsolidated affiliate.
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.
Seth Burroughs, EVP of BD, Treasurer, Secretary and Director of XCel Brands, Inc. (XELB), reported insider stock activity on Form 4. On 08/29/2025 he was awarded 8,110 shares by the issuer in lieu of cash salary and surrendered 4,092 shares to satisfy withholding tax. The report shows a transaction price of $1.40 for the transactions and indicates 69,406 shares beneficially owned after the award and 65,314 shares after the surrender. The Form 4 was signed on 09/03/2025 and includes explanatory footnotes stating the award replaced cash salary and the surrendered shares paid the tax withholding.