D LOREN ROBERT W 4

What Happened

• D. Loren (reported as "D LOREN ROBERT W"), a 10% owner of XCel Brands, reported acquisitions on 2026-04-14. The filing records a small direct award of 1,742 shares at $1.44 each (≈ $2,500) and two large derivative awards reported with notional values of $2.014 billion (40,280 shares at $50,000 each) and $174.216 billion (348,432 shares at $500,000 each). All entries are coded as "A" (grant/award or other acquisition) on the Form 4 filed 2026-04-15 (accession 0001104659-26-043927). These were acquisitions (awards), not sales.

Key Details

• Transaction date(s): 2026-04-14; Form 4 filed: 2026-04-15 (timely relative to the report date).
• Reported items:
  • 1,742 shares @ $1.44 — acquired (≈ $2,500).
  • 40,280 shares (derivative) reported at $50,000/share — notional $2,014,000,000.
  • 348,432 shares (derivative) reported at $500,000/share — notional $174,216,000,000.
• Aggregate notional value reported across the three items ≈ $176.23 billion.
• Shares owned after the transaction: not specified in the filing.
• Footnotes of note:
  • F1: Some shares are held by the Irrevocable Trust of Rose Dempsey; the reporting person has sole voting and dispositive power.
  • F2: Some securities are held by Clearmarkets Capital LLC (d/b/a IPX Capital, LLC), a company controlled by the reporting person.
  • F3–F6: The large derivative awards relate to secured convertible notes (e.g., ~$57,803 and $500,000 principal amounts); conversion is contingent on events such as issuer stockholder approval and/or an event of default per the notes.
• Filing timeliness: The Form 4 was filed one day after the reported transaction date (no late filing flag indicated).

Context

• These filings include derivative awards tied to convertible notes. That means the reported large amounts represent potential shares issuable upon conversion under the notes’ terms and are contingent on conditions (e.g., stockholder approval or default) — they are not immediate open-market purchases of common stock.
• As a 10% owner, D. Loren is a significant holder; this filing reflects acquisitions via awards/convertible instruments rather than short-term trading by an executive. Purchases or awards can be seen as acquisition activity, but the convertibility conditions are important to understanding when shares would actually be issued.