Insider Buys 152,683 XCel Shares via Offering and Private Placement

Rhea-AI Filing Summary

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.

Positive

• Increased insider ownership: Beneficial ownership of 354,174 shares (7.4%) signals insider commitment
• Participation in issuer financings: Acquired 91,800 shares in a best‑efforts public offering at $1.10 and 60,883 shares in a private placement at $1.38
• Sole voting and dispositive power over the reported shares, providing clear control of how those shares are voted or sold

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider increased stake to 7.4% through both a public offering and private placement, signaling direct capital support.

The reporting person purchased a combined 152,683 shares through issuer transactions, including a best‑efforts offering and a private placement, which increases his economic exposure and consolidates voting control as sole holder of voting and dispositive power over 354,174 shares. For investors this is a measurable insider commitment and provides modest support to the company’s recent capital raise activity. The ownership level is meaningful for a micro/ small‑cap issuer, but below levels that typically trigger control presumption.

Corporate Governance Expert

TL;DR: Director owns sole voting power of 7.4% and retains flexibility to change intentions; no present plan for control actions.

The amendment clarifies identity, occupation and ownership, and expressly reserves the reporting person’s right to alter his intentions. That disclosure is standard and provides transparency about potential future activism or disposition. Because he is a director and holds sole voting power, his stake increases his influence on governance decisions, though the filing states no current proposals to effectuate major corporate changes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

XCEL BRANDS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

98400M200

(CUSIP Number)

Mark DiSanto
c/o Triple Crown Corp., 6385 Flank Drive, Suite 100
Harrisburg, PA, 17112
(717) 657-5729

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/01/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 98400M200

1

Name of reporting person

Mark DiSanto

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 354,174.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 354,174.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

354,174.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: XCEL BRANDS, INC.
(c)	Address of Issuer's Principal Executive Offices: 1333 BROADWAY, 10TH FLOOR, NEW YORK, NEW YORK , 10018.
Item 1 Comment: This Amendment No. 4 further amends the Statement on Schedule 13D filed with the Securities and Exchange Commission on October 11, 2011, as amended, by Mark DiSanto, an individual (the "Reporting Person"), with respect to the shares of common stock, par value $0.001 per share (the "Common Shares") of XCel Brands, Inc., a Delaware corporation (the "Issuer"), having principal executive offices at 550 7th Avenue, 11th Floor, New York, NY 10018.
Item 2.	Identity and Background
(a)	This Amendment No. 4 amends and substitutes in its entirety Item 2 to state as follows: This Statement is being filed by and on behalf of the Reporting Person. The Reporting Person's business address is c/o Triple Crown Corp., 6385 Flank Drive, Suite 100, Harrisburg, PA 17112. His present principal occupation is as the Chief Executive Officer of Triple Crown Corp., and the principal business and address at which he carries out such occupation is c/o Triple Crown Corp., 6385 Flank Drive, Suite 100, Harrisburg, PA 17112. He is a citizen of the United States of America.
(d)	During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is inapplicable to this Amendment No. 4.
Item 4.	Purpose of Transaction
	This Amendment No. 4 amends and substitutes in its entirety Item 4 to state as follows: On August 1, 2025, the Reporting Person purchased 91,800 shares of common stock from the Issuer in connection with a best efforts public offering at a price of $1.10 per share. On August 1, 2025, the Registrant purchased 60,883 shares of common stock from the Issuer in a private placement at a price of $1.38 per share. All of the Common Shares described in this Item 4 are deemed beneficially owned by the Reporting Person due to his voting power over such shares. Depending upon market conditions and other factors that the Reporting Person may deem material to his investment decisions, the Reporting Person may make purchases of Common Shares from time to time and may dispose of any or all of the Common Shares held by him at any time. Except as set forth in this Item 4 and to the extent that his role as a director of the Issuer grants to him the ability to directly or indirectly influence the management and policies of the Issuer, the Reporting Person has no plans or proposals which relate to or could result in any of the actions referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may from time to time review or reconsider his position with respect to the Issuer or formulate plans or proposals with respect to any matter referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D, but has no present intention of doing so. Notwithstanding anything contained herein, the Reporting Person specifically reserves the right to change at any time his intention with respect to any or all of the Common Shares held by him as of the date of this Amendment No. 4.
Item 5.	Interest in Securities of the Issuer
(a)	This Amendment No. 4 amends and substitutes in its entirety Item 5 to state as follows: The Reporting Person owns beneficially, and has sole voting and dispositive power with respect to an aggregate of 354,174 shares. This Item 5 incorporates, by reference, the information set forth under Item 4 of this Amendment No. 4
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	This Item 6 incorporates, by reference, (i) the information set forth under Item 5 of this Amendment No. 4 above, and (ii) the previous disclosures in Item 6 of this Schedule 13D as amended to date.
Item 7.	Material to be Filed as Exhibits.
	This Amendment No. 4 incorporates the previous disclosures in Item 7 of this Schedule 13D as amended to date.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mark DiSanto

Signature:	/s/ Mark DiSanto
Name/Title:	Mark DiSanto
Date:	08/27/2025

FAQ

What stake in XCel Brands (XELB) does Mark DiSanto report owning?

The filing reports beneficial ownership of 354,174 shares, equal to 7.4% of the common stock class.

How were the recently reported XELB shares purchased?

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.

Does Mark DiSanto have voting control over the shares he reports?

Yes. The filing states he has sole voting and dispositive power over the 354,174 shares.

Does the filing state any plans to change company management or pursue transactions?

The filing states he currently has no plans or proposals to pursue actions listed in Item 4, but reserves the right to change his intentions.

Are the recent purchases part of issuer financings?

Yes. The purchases were made in connection with an issuer best‑efforts public offering and a private placement directly from the issuer.