D LOREN ROBERT W 4

What Happened
D LOREN ROBERT W, a reported 10% owner of XCel Brands, received an award of 13,905 shares on 2026-04-30 at an effective price of $2.13 per share (value ≈ $29,618). On the same date he surrendered 6,862 shares at $2.13 per share (value ≈ $14,616) to satisfy withholding tax obligations related to the award. The grant is compensation (an award in lieu of cash salary), not an open-market purchase.

Key Details

• Transaction date: 2026-04-30; filing date: 2026-05-04 (filed within the 2-business-day window).
• Award: 13,905 shares @ $2.13 — total value ≈ $29,618 (Code A — Award/Grant).
• Withholding/tax surrender: 6,862 shares @ $2.13 — total value ≈ $14,616 (Code F — tax withholding).
• Shares owned after transaction: not specified in the Form 4; filing notes additional holdings held by entities/trusts (see footnotes).
• Footnotes: F1 — award issued in lieu of cash salary; F2 — shares surrendered to pay withholding taxes; F3 — holdings via Clearmarkets Capital, LLC (d/b/a IPX Capital, LLC) controlled by reporting person; F4 — holdings via the Irrevocable Trust of Rose Dempsey, for which the reporting person has sole voting/dispositive power.

Context
This was a compensation-related stock award rather than an open-market purchase or sale. The surrendered shares were used to cover taxes (a routine, non-market sale), so the transaction does not necessarily signal a change in the insider’s market view. As a 10% owner, the reporting person may control entities that hold additional shares noted in the footnotes.