[SCHEDULE 13G] XCEL BRANDS INC. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Disclosed material stake: Reporting Persons collectively report a meaningful 6.6% ownership, improving transparency for investors.
• Passive intent declared: Filing on Schedule 13G and the certification state the holdings are not for changing control, reducing near-term governance uncertainty.

Negative

• Concentration risk: A single related group holds a significant 6.6% of outstanding shares, which could influence liquidity or future voting dynamics despite the passive claim.

Insights

Securities Analyst

TL;DR: A group tied to Potomac holds a passive >5% stake (6.6%), disclosed under Schedule 13G, indicating a significant but non-control position.

The filing documents that Potomac Capital Partners V, LP holds 315,299 shares and Paul J. Solit is reported with 316,249 shares total, representing 6.6% of the 4,762,360 shares outstanding cited in the issuer prospectus. Filing on Schedule 13G and the certification language indicate the holders assert a passive intent—not seeking control. For investors, this level of ownership is material in size but framed as non-activist; it may attract attention but does not, per the filing, signal an imminent governance campaign.

Corporate Governance Expert

TL;DR: The disclosure shows aggregated ownership and disclaimers consistent with passive investor reporting; no group or control activity is claimed.

The Schedule identifies the relationships among the Fund, its general partner, the investment manager and Paul J. Solit, noting potential deemed beneficial ownership of Fund shares by affiliated entities but disclaiming ownership beyond direct holdings. The certification affirms the shares were not acquired to change control. The document includes signatures dated 09/02/2025 and a joint filing agreement exhibit, which are procedural but ensure compliance with reporting obligations.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

XCel Brands, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

98400M200

(CUSIP Number)

08/01/2025

(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 315,299.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 315,299.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

315,299.00

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)

6.6 %

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 316,249.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 316,249.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

316,249.00

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)

6.6 %

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 315,299.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 315,299.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

315,299.00

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)

6.6 %

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 315,299.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 315,299.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

315,299.00

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)

6.6 %

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: 1333 Broadway, 10th 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 August 1, 2025, the Date of Event which requires the filing of this Schedule 13G. The shares of Common Stock reported include 315,299 shares held directly by the Fund and an additional 950 shares held in accounts in the names of Mr. Solit's children
(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 4,762,360 shares of Common Stock outstanding as of August 1, 2025, as reported by the Issuer in its Prospectus filed with the SEC on August 1, 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.
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.

Potomac Capital Management, Inc.

Signature:	/s/ Paul J. Solit
Name/Title:	Paul J. Solit / Authorized Signatory
Date:	09/02/2025

Paul J. Solit

Signature:	/s/ Paul J. Solit
Name/Title:	N/A
Date:	09/02/2025

Potomac Capital Management V LLC

Signature:	/s/ Paul J. Solit
Name/Title:	Paul J. Solit / Authorized Signatory
Date:	09/02/2025

Potomac Capital Partners V, LP

Signature:	/s/ Paul J. Solit
Name/Title:	Paul J. Solit / Authorized Signatory
Date:	09/02/2025

Exhibit Information

99.1 - Joint Filing Agreement

FAQ

How many XELB shares does Potomac Capital Partners V, LP report owning?

The Fund reports 315,299 shares of XCel Brands common stock.

What percentage of XCel Brands (XELB) does the filing report?

The filing states the reported holdings represent 6.6% of the 4,762,360 shares outstanding referenced in the issuer's August 1, 2025 prospectus.

Does the Schedule 13G indicate the Potomac group seeks control of XCel Brands?

No. The filing includes a certification that the shares were not acquired to change or influence control and is filed under Schedule 13G indicating passive intent.

Who are the Reporting Persons named in the filing?

The Reporting Persons are Paul J. Solit, Potomac Capital Management, Inc., Potomac Capital Management V LLC, and Potomac Capital Partners V, LP.

When was the event requiring this Schedule 13G filing and when was the filing signed?

The Date of Event requiring the filing is 08/01/2025, and the signatures are dated 09/02/2025.