XCel Brands, Inc. — Capital/Financing Update 2026

Feb 24, 2026

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2026

XCEL BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37527	76-0307819
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
550 Seventh Avenue , 11th Floor , New York , New York		10018
(Address of Principal Executive
Offices)		(Zip Code)

Registrant’s telephone number, including area code ( 347 ) 727-2474

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

| Title of each class | Trading Symbol | Name
of each exchange on which registered |
| --- | --- | --- |
| Common Stock, par value $0.001 per share | XELB | Nasdaq Capital Market |

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

Item 1.01 Entry into a Material Definitive Agreement

Item 2.03 Creation of a Direct Financial Obligation Under or an Off-balance Sheet Arrangement of a Registrant

On February 20, 2026, Xcel Brands, Inc. (“Xcel”) entered into the Fifth Amendment to Loan and Security Agreement (the “Amendment”), by and among Xcel, the other Credit Parties party thereto, each Lender party thereto under the Loan and Security Agreement dated as of December 12, 2024, and FEAC Agent, LLC, a Delaware limited liability company, as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”). Pursuant to the Amendment, (i) the Company committed to make a prepayment of $500,000 on Term Loan A (paid from the Blocked Account (as defined in the Loan and Security Agreement) to the extent there are sufficient funds); (ii) the liquid asset covenant requirement, at all times prior to the repayment in full of the First Out Obligations (as defined in the Loan and Security Agreement), was reduced to $500,000; and (iii) the transaction closing date was extended to March 6, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Fifth Amendment to Loan and Security Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Field: Page; Sequence: 2; Options: NewSection; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence

Field: /Page

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

XCEL BRANDS, INC.
(Registrant)
By:	/s/ James F. Haran
	Name:	James F. Haran
	Title:	Chief Financial Officer

Date: February 24, 2026

Field: Page; Sequence: 3; Options: Last

Field: Sequence; Type: Arabic; Name: PageNo 3 Field: /Sequence

Field: /Page

Field: Set; Name: xdx; ID: xdx_08B_extensions eJxFjd0KgkAQhZ/Adxj2WvIHjPAyMYksQiK6XXKMJd2R2c3skXrLNiUaBoaZc745QviioI1qkeGyrko4Yde30iJU2CCjvqJzZNtdCm5WeFPGstR2Wn9gRo5BxywXkXT3yTkog3UK4SoIkyBOIIrTZAnHvfC+eka6UTVqq2QLUtdwZOpZoZX8mj+c5EiauteUdEY2inQK0SKc5TfEYRTDgQb5JL4bKMtMeP5UniiYHr1z5aNF/SUhb7FzcWam/+19AM7hSmI=