D LOREN ROBERT W 4

What Happened

• D. Loren (10% owner) was awarded 13,222 shares of XCel Brands on 2026-04-20 at $2.24 per share (total value ≈ $29,617). On the same date, 6,809 shares were surrendered to the issuer at $2.24 per share to satisfy withholding tax obligations (proceeds ≈ $15,252). Net, the reporting person acquired 6,413 shares (≈ $14,365) from this transaction.

Key Details

• Transaction date: 2026-04-20. Price per share: $2.24.
• Award (code A): 13,222 shares — value ≈ $29,617.
• Withholding (code F): 6,809 shares surrendered — value ≈ $15,252.
• Shares owned after transaction: Not specified in the Form 4 filing.
• Footnotes: Award granted in lieu of cash salary under the reporting person’s employment agreement (F1). Shares surrendered were for withholding tax on the award (F2). Some shares are held by entities controlled by the reporting person: Clearmarkets Capital, LLC (d/b/a IPX Capital, LLC) (F3) and the Irrevocable Trust of Rose Dempsey, where the reporting person has sole voting and dispositive power (F4).
• Filing date: 2026-04-22 — filing appears timely (filed two days after the transaction).

Context

• This was a stock award issued by the company (not an open-market purchase or sale). The simultaneous surrender of shares to cover taxes is a routine cashless-withholding method and is not the same as an open-market sale. As a 10% owner, the filing reports significant ownership/related-entity holdings rather than an ordinary employee open-market trade.