D LOREN ROBERT W 4

What Happened

• D. Loren (10% owner) received an equity award from XCel Brands on 2026-05-29: 13,617 shares were granted at $2.13/share (total value $29,004) under an employment agreement (code A).
• At the same time, 6,168 shares were surrendered to XCel Brands to cover withholding taxes at $2.13/share (disposition value $13,138; code F). The award replaces cash salary per the filing.

Key Details

• Transaction date: 2026-05-29; Filing date: 2026-06-01 (Form 4 filed shortly after the transaction).
• Grant: 13,617 shares @ $2.13 = $29,004 (code A — award/grant).
• Tax withholding: 6,168 shares surrendered @ $2.13 = $13,138 (code F — tax/payment).
• Footnotes: award issued in lieu of cash salary (F1); surrendered shares used to pay withholding taxes (F2); some shares are held by entities controlled by the reporting person (Clearmarkets Capital, d/b/a IPX Capital, LLC — F3) and an irrevocable trust of Rose Dempsey over which the reporting person has sole voting/dispositive power (F4).
• Shares owned after the transaction: not specified in this filing.

Context

• This was a compensation-related award (not an open-market purchase), and the surrender of shares to cover taxes is a routine, expected step after an equity grant.
• As a 10% owner, the reporting person controls related entities holding shares; this filing reflects institutional/ownership activity rather than a straightforward buy/sell by an unaffiliated insider.