XCel Brands, Inc. — Director's Dealing 2025

Dec 5, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XCel Brands, Inc. (XELB)
CIK: 0001083220
Period of Report: 2025-12-03

Reporting Person: D LOREN ROBERT W (Director, CEO and Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-12-03	Common Stock	A	31507	$0.94	Acquired	545387	Direct
2025-12-03	Common Stock	F	14556	$0.94	Disposed	530831	Direct
2025-12-03	Common Stock	A	25000	$0.94	Acquired	555831	Direct
2025-12-05	Common Stock	P	50000	$0.35	Acquired	605831	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-12-03	Stock Options	$0.94	A	250674	Acquired	2030-12-03	Common Stock (250674)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	60731	Indirect

Footnotes

F1: Represents shares of awarded by the issuer pursuant to the reporting person's employment agreement in lieu of cash salary.

F2: Represents shares awarded to Mr. D'Loren

F3: The options vest as to 71,842 shares upon the common stock having a closing price of $3.00 or higher; 60,053 shares upon the common stock having a closing price of $5.00 or higher; 49,368 shares upon the
common stock having a closing price of $7.00 or higher, 39,937 shares upon the common stock having a closing price of $9.00 or higher and 29,474 upon the common stock having a closing price of $11.00 or
higher.

F4: Represents shares held by the Irrevocable Trust of Rose Dempsey, of which the reporting person has sole voting and dispositive power.