D LOREN ROBERT W 4

What Happened

• D LOREN ROBERT W (identified as a 10% owner) received a stock award from XCel Brands (A code) of 20,147 shares on 2026-02-02 valued at $1.47 per share (total ~$29,616). On the same date the reporting person surrendered 10,376 shares to the issuer to satisfy withholding tax obligations (F code) at $1.47 per share (total ~$15,253). Net effect: an increase of 9,771 shares with a net value of about $14,363.

Key Details

• Transaction date: 2026-02-02. Filing date (Form 4): 2026-02-04 (timely).
• Award: 20,147 shares @ $1.47 (code A), value ~$29,616.
• Tax withholding: 10,376 shares surrendered @ $1.47 (code F), value ~$15,253.
• Net shares acquired: 9,771; net value ≈ $14,363.
• Footnotes: F1—award issued in lieu of cash salary; F2—shares surrendered to cover withholding tax; F3—some shares are held by the Irrevocable Trust of Rose Dempsey, over which the reporting person has sole voting and dispositive power.
• Shares owned after the transaction were not provided in the supplied data.

Context

• This was a stock award issued in lieu of cash salary (not an open-market purchase or a sale). The surrender of shares for withholding is a routine, non-market disposition tied to the award (a cashless tax-withholding step).
• As a 10% owner, the filer is a significant insider; these awards are compensation-related and do not necessarily signal a market view.