[SCHEDULE 13D/A] XCEL BRANDS INC. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Material personal stake: Reporting Person beneficially owns 911,362 shares (19.0%), a substantial ownership level.
• Recent purchases: Acquired 124,200 shares at $1.10 in a best efforts public offering, indicating continued personal investment.
• Compensation alignment: Received 16,363 shares as partial compensation, aligning management incentives with shareholders.

Negative

• Concentrated control: Voting power augmented by trust-held shares and irrevocable proxies could concentrate governance influence.
• Disposition risk: Reporting Person expressly reserves the right to buy or sell any or all shares, creating potential future selling pressure.

Insights

Financial Analyst

TL;DR: Reporting Person holds a significant 19% stake and increased exposure via recent purchases, signaling continued personal investment in XELB.

The 19.0% beneficial ownership is material for a company of this size and can influence market perception and potential control dynamics. Recent purchases of 124,200 shares at $1.10 demonstrate refreshed conviction or participation in the issuer's financing. Compensation shares and tax-withholding surrender are routine but change the share composition. Warrants, options and shares held via trust and proxies increase effective influence and voting control beyond shares registered in his name. The filing's explicit reservation of the right to buy or sell means potential future dilution or selling pressure cannot be excluded. Overall, the disclosure is informative for assessing insider alignment and control concentration.

Corporate Governance Expert

TL;DR: CEO/Chairman holding 19% plus proxies and trust shares raises governance and control considerations for minority shareholders.

The combination of direct holdings, trust-held shares, irrevocable proxies and exercisable warrants/options concentrates voting power with the Reporting Person. That concentration can enable decisive influence over board and strategic decisions. The filing notes no present plans to pursue actions under Item 4 but explicitly preserves the right to change intentions, which keeps governance outcomes open. Investors should note the dual role as CEO and Chairman coupled with substantial ownership when evaluating board independence and related-party decisions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

XCEL BRANDS, INC

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

98400M200

(CUSIP Number)

Robert W. D'Loren
c/o XCel Brands, Inc., 550 7th Avenue, 11th Floor
New York, NY, 10018
(347) 727-2474

(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

Robert W. D'Loren

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 911,362.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 360,504.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

911,362.00

12

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

13

Percent of class represented by amount in Row (11)

19.0 %

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: 550 7th Avenue, 11th Floor, New York, NEW YORK , 10018.
Item 1 Comment: This Amendment No. 7 further amends the Statement on Schedule 13D filed with the Securities and Exchange Commission on October 11, 2011, as amended, by Robert W. D'Loren, 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. 7 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 the Issuer, 550 7th Avenue, 11th Floor, New York, NY 10018. His present principal occupation is as the Chief Executive Officer and Chairman of the Board of Directors of the Issuer, and the principal business and address at which he carries out such occupation is that of the Issuer. He is a citizen of the United States of America.
(b)	Refer a above
(c)	Refer a above
(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.
(e)	Refer d above
(f)	Refer a above
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is inapplicable to this Amendment No. 7.
Item 4.	Purpose of Transaction
	This Amendment No. 7 amends and substitutes in its entirety Item 4 to state as follows: On August 1, 2025, the Reporting Person purchased 124,200 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 82,159 shares of common stock from the Issuer in a private placement at a price of $1.38 per share. On June 30, 2025, the Issuer awarded 16,363 shares of common stock to the Reporting Person as partial payment of compensation and the Reporting Person surrendered 7,412 shares of common stock to the Issuer as payment of withholding tax liability. 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 Chief Executive Officer and Chairman of the Board of Directors 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. 7.
Item 5.	Interest in Securities of the Issuer
(a)	This Amendment No. 7 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, (i) 457,294 shares of common stock held by the Reporting Person, (ii) 60,731 shares of common stock held by the Irrevocable Trust of Rose Dempsey, of which the Reporting Person is a co-trustee and over which the Reporting Person has sole voting and dispositive power, (iii) 15,333 immediately exercisable warrants held by IPX Capital, LLC, a company controlled by the Reporting Person, (iv) 8,750 restricted shares, and (v) 8,750 immediately exercisable stock options. The Reporting Person also owns beneficially, and has sole voting power with respect to, (i) 167,233 shares of common stock held in the name of Isaac Mizrahi, and (ii), 193,271 shares of common stock as to which holders thereof granted to the Reporting Person irrevocable proxy and attorney-in-fact with respect to such shares.
(b)	Refer a above
(c)	Refer a above
(d)	Refer a above
(e)	Refer a above
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. 7 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. 7 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.

Robert W. D'Loren

Signature:	/s/ Robert W. D'Loren
Name/Title:	Robert W. D'Loren
Date:	08/14/2025

FAQ

How many XELB shares does Robert W. D'Loren beneficially own?

The filing reports 911,362 shares beneficially owned, representing 19.0% of the class.

Did Robert W. D'Loren buy shares recently for XELB?

Yes. On August 1, 2025 he purchased 124,200 shares in a best efforts public offering at $1.10 per share.

Were any shares issued to Robert W. D'Loren as compensation?

Yes. On June 30, 2025 the Issuer awarded him 16,363 shares as partial payment of compensation; he surrendered 7,412 shares to satisfy withholding taxes.

Does Robert W. D'Loren have any additional voting influence beyond his direct holdings?

Yes. The filing lists shares held by an Irrevocable Trust, shares held in the name of Isaac Mizrahi, irrevocable proxies, exercisable warrants and options that increase his effective voting authority.

Has Robert W. D'Loren stated any plans to change company control or strategy?

He states he has no present plans to pursue actions listed in Item 4 but expressly reserves the right to change his intentions and may buy or sell shares in the future.