XCel Brands, Inc. received an updated ownership report from investment entities associated with Paul J. Solit as of December 31, 2025. Solit is reported to beneficially own 584,806 shares of common stock, representing 9.99% of the class, including shares held by family members and shares issuable upon exercise of warrants.
Affiliated entities Potomac Capital Management Inc., Potomac Capital Management V LLC, and Potomac Capital Partners V, LP each report beneficial ownership of 477,950 shares, or 8.2% of the common stock, primarily through a fund structure. Certain warrants can be exercised within 60 days but are subject to a 9.99% ownership “blocker” that limits further exercises.
The reported percentages are based on 4,806,776 shares outstanding as of October 30, 2025 plus an additional 977,592 shares issued on December 18, 2025. The reporting parties certify that the securities were not acquired or held for the purpose of changing or influencing control of XCel Brands, other than in connection with director nomination activities permitted under the rules.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
XCel Brands, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
98400M200
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
98400M200
1
Names of Reporting Persons
Potomac Capital Management Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
477,950.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
477,950.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
477,950.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.2 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
98400M200
1
Names of Reporting Persons
Paul J. Solit
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
584,806.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
584,806.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
584,806.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
98400M200
1
Names of Reporting Persons
Potomac Capital Management V LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
477,950.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
477,950.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
477,950.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: limited liability company
SCHEDULE 13G
CUSIP No.
98400M200
1
Names of Reporting Persons
Potomac Capital Partners V, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
477,950.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
477,950.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
477,950.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
XCel Brands, Inc.
(b)
Address of issuer's principal executive offices:
550 Seventh Avenue, 11th Floor, New York, NY 10018
Item 2.
(a)
Name of person filing:
This statement (this "Statement") is being filed by: (1) Paul J. Solit; (2) Potomac Capital Management Inc., a New York corporation (the "Investment Manager"); (3) Potomac Capital Management V LLC, a Delaware limited liability company (the "General Partner"); and (4) Potomac Capital Partners V, LP, a Delaware limited partnership (the "Fund") (all of the foregoing, collectively, the "Reporting Persons"). The Fund is a private investment vehicle. The Investment Manager is the investment manager of the Fund. The General Partner is the general partner of the Fund. Mr. Solit is the principal and controlling person of the Investment Manager and the General Partner. Mr. Solit, the Investment Manager and the General Partner may be deemed to beneficially own the shares of Common Stock owned directly by the Fund. Each Reporting Person disclaims beneficial ownership with respect to any shares other than the shares beneficially owned directly by such Reporting Person.
(b)
Address or principal business office or, if none, residence:
The principal business office of the Reporting Persons is 360 East 89th Street, Apt 8B, New York, NY, 10128
(c)
Citizenship:
For citizenship or place of organization see Item 4 of the cover page of each Reporting Person.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
98400M200
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Item 9 on the cover page for each Reporting Person, and Item 2, which information is given as of the close of business on December 31, 2025, the Date of Event which requires the filing of this Schedule 13G/A.
The shares of Common Stock reported for the Fund, the General Partner and the Investment Manager consist of: (x) 408,400 shares of Common Stock held by the Fund; and (y) an additional 69,550 shares of Common Stock that can be acquired by the Fund within 60 days through the exercise of warrants. The warrants contain customary "blocker" provisions providing that the Fund may not exercise the warrants to the extent that immediately prior to or following such exercise, the Fund, together with the "Attribution Parties" (as defined in the warrants, which term the Reporting Persons deem to include Mr. Solit and his family members), beneficially owns or would beneficially own in excess of 9.99% of the Common Stock that would be issued and outstanding following such exercise.
The shares of Common Stock reported for Mr. Solit consist of: (x) 408,400 shares of Common Stock held by the Fund; (y) 106,856 shares of Common Stock held by Mr. Solit's family members; and (z) an additional 69,550 shares of Common Stock that can be acquired by the Fund and/or Mr. Solit's family members within 60 days through the exercise of warrants (which contain the blocker provisions described above).
(b)
Percent of class:
See Item 11 on the cover page for each Reporting Person. The percentages of beneficial ownership contained herein are based on: (x) 4,806,776 shares of Common Stock outstanding as of October 30, 2025, as reported by the Issuer in a Form 10-Q filed with the SEC on November 19, 2025; and (y) an additional 977,592 shares of Common Stock issued by the Issuer on December 18, 2025, as reported by the Issuer in a Form 8-K filed with the SEC on December 19, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page for each Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
What ownership stake in XCel Brands (XELB) does Paul J. Solit report in this Schedule 13G/A?
Paul J. Solit reports beneficial ownership of 584,806 XCel Brands shares, or 9.99% of the common stock. This includes shares held by a fund, family members, and shares issuable within 60 days through warrants, all as of December 31, 2025.
How many XCel Brands (XELB) shares do the Potomac Capital entities report owning?
Potomac Capital Management Inc., Potomac Capital Management V LLC, and Potomac Capital Partners V, LP each report beneficial ownership of 477,950 XCel Brands common shares. This stake represents 8.2% of the outstanding stock, largely held through a private investment fund structure managed and controlled by related entities.
What share count and percentage are used to calculate ownership in the XCel Brands (XELB) Schedule 13G/A?
The filing bases ownership percentages on 4,806,776 XCel Brands shares outstanding as of October 30, 2025, plus 977,592 additional shares issued on December 18, 2025. These figures come from the company’s Form 10-Q and Form 8-K referenced in the ownership section.
What warrant-related limitations are disclosed in the XCel Brands (XELB) Schedule 13G/A?
The fund and related parties can acquire an additional 69,550 XCel Brands shares within 60 days via warrants. These warrants include a 9.99% ownership “blocker,” preventing exercises that would push aggregate beneficial ownership above that percentage of the outstanding common stock.
Does the Schedule 13G/A indicate an intent to influence control of XCel Brands (XELB)?
The reporting persons certify the securities were not acquired and are not held to change or influence control of XCel Brands. They state the holdings are not part of any control-seeking transaction, other than activities solely related to director nominations allowed under the applicable SEC rule.
Who are the reporting persons in the XCel Brands (XELB) Schedule 13G/A amendment?
The reporting persons are Paul J. Solit, Potomac Capital Management Inc., Potomac Capital Management V LLC, and Potomac Capital Partners V, LP. The fund is the direct holder of most shares, with the investment manager and general partner managing and controlling the fund’s XCel Brands position.
