D LOREN ROBERT W 4

What Happened
D. Loren Robert W., listed as a 10% owner of XCel Brands, received a stock award of 16,454 shares on 2026-06-30 (transaction code A) at $1.80 per share, valued at $29,617. To cover withholding tax related to that award (transaction code F), 7,454 of those shares were surrendered to the issuer at $1.80 per share, valued at $13,417. Net result: the reporting person received 9,000 shares (16,454 awarded minus 7,454 surrendered).

Key Details

• Transaction date: 2026-06-30; filing date: 2026-07-09 (report reflects the June 30 transaction).
• Award: 16,454 shares at $1.80 — total value $29,617 (code A).
• Tax withholding: 7,454 shares surrendered at $1.80 — value $13,417 (code F).
• Net shares acquired from the award: 9,000 shares.
• Shares owned after the transaction: not specified in the provided excerpt of the filing.
• Footnotes: F1 — award issued in lieu of cash salary; F2 — shares surrendered to pay withholding tax; F3 — some shares held by Clearmarkets Capital, LLC (controlled by the reporting person); F4 — some shares held by the Irrevocable Trust of Rose Dempsey, for which the reporting person has sole voting/dispositive power.
• Transaction codes explained: A = award/grant; F = shares surrendered for tax withholding.

Context
This was a compensation stock award, not an open-market purchase or sale; surrendering shares to cover taxes is a routine administrative step and does not necessarily indicate a change in sentiment. Note the reporting person is a 10% owner — that status reflects ownership concentration and different reporting rules compared with typical executive trades.