Welcome to our dedicated page for Xcel Brands SEC filings (Ticker: XELB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Xcel Brands, Inc. (NASDAQ: XELB) SEC filings page on Stock Titan provides structured access to the company’s regulatory disclosures, including annual and quarterly reports, proxy statements, registration statements, and current reports on Form 8-K. Xcel describes itself as a media and consumer products company focused on the design, licensing, marketing, live streaming, and social commerce sales of branded apparel, footwear, accessories, fine jewelry, home goods and other consumer products, and the acquisition of consumer lifestyle brands.
Through its Forms 10-K and 10-Q, Xcel details its financial performance, brand portfolio, licensing revenues, non-GAAP metrics such as Adjusted EBITDA, and risk factors. When a periodic report cannot be filed on time, the company may submit a Form 12b-25, as it did for the quarter ended September 30, 2025, explaining the reasons for the delay and providing estimates of key financial results.
Proxy statements on Form DEF 14A outline governance matters such as director elections, equity incentive plan amendments, and auditor ratification, and provide information about the annual meeting of stockholders. These documents also summarize voting procedures and the number of shares outstanding as of the record date.
Current reports on Form 8-K capture material events, including changes in independent registered public accounting firms, entry into or amendments of loan and security agreements, equity offerings and private placements, and the release of quarterly financial results. Registration statements on Form S-1 and S-1/A describe public offerings of common stock and pre-funded warrants, the use of proceeds, and the company’s status as a smaller reporting company.
On Stock Titan, AI-powered tools can help interpret these filings by highlighting key sections, summarizing complex capital structure and financing terms, and surfacing items such as auditor changes, late-filing notifications, and non-GAAP reconciliations. Users can also review insider-related disclosures embedded in registration and transaction documents, and follow updates as new XELB filings are posted from EDGAR in near real time.
XCel Brands, Inc. reported routine insider equity activity involving its CEO and Chairman. On April 20, 2026, the executive received 13,222 shares of Common Stock at $2.24 per share as a stock award under an employment agreement in lieu of cash salary.
To cover the incremental withholding tax on this award, 6,809 shares were surrendered back to the company at $2.24 per share, a non-market, tax-withholding disposition. After these transactions, the executive held 733,254 shares directly, plus 60,731 shares through Clearmarkets Capital, LLC and 1,742 shares through the Irrevocable Trust of Rose Dempsey, both reported as indirect holdings.
XCel Brands director Mark DiSanto reported new equity compensation awards. He received 1,250 shares of restricted common stock and stock options for 3,500 shares at an exercise price of $2.24. Both the restricted stock and options vest 50% on April 1, 2027 and 50% on April 1, 2028.
After these awards, DiSanto directly holds 44,167 common shares. He also has indirect ownership of 8,239 shares through The Mark X DiSanto Investment Trust and 337,018 shares through other trusts, where he serves as trustee with sole voting and dispositive power. The restricted stock award allows him to extend vesting dates in six‑month increments at his discretion.
XCel Brands, Inc. director Fielding James D reported receiving equity awards. On April 20, 2026, he was granted 1,250 shares of restricted common stock, vesting 50% on April 1, 2027 and 50% on April 1, 2028, with the option to extend vesting in six-month increments at his discretion.
He also received stock options on 3,500 shares of common stock at an exercise price of $2.24 per share, expiring on April 20, 2031, vesting 50% on April 1, 2027 and 50% on April 1, 2028. Following the stock grant, he directly owns 13,250 common shares, plus these options.
XCel Brands, Inc. director Howard M. Liebman reported receiving equity-based compensation. He was granted 1,250 shares of restricted common stock at no cost, bringing his direct common stock holdings to 21,644 shares after the award.
He was also granted 3,500 stock options for common stock at an exercise price of $2.24 per share, expiring on April 20, 2031. The restricted stock and options vest in two equal installments on specified future dates, subject to continued service and, for the restricted stock, possible vesting-date extensions at his discretion.
XCel Brands director Deborah Weinswig received new equity awards as part of her compensation. She was granted 1,250 shares of restricted common stock and 3,500 stock options with an exercise price of $2.24 per share. The restricted stock and options each vest 50% on April 1, 2027 and 50% on April 1, 2028, with the restricted stock vesting date optionally extendable in six‑month increments at her discretion. Following the grant, she directly holds 14,850 shares of common stock and 3,500 stock options.
Xcel Brands, Inc. entered into a Senior Note Issuance and a significant loan amendment. On April 14, 2026, investors including Smithline Family Trust II, Quick Capital and IPX purchased 12.5% Senior Secured Notes due April 13, 2027 with original principal of $3,005,780.35, plus 100,579 common shares, secured by substantially all company and subsidiary assets.
The notes are convertible after default, generally at $1.165 per share (with a later variable formula), while IPX’s note converts at $1.435 per share, subject to a 19.9% Nasdaq share cap unless stockholders approve more. A Seventh Amendment to the Loan and Security Agreement reset terms, left Term Loan A at $500,000 maturing September 20, 2027 and Term Loan B at $10,083,669.24 maturing December 12, 2028, and subordinated these loans to the new Secured Notes.
XCel Brands, Inc. insider Robert W. D’Loren, CEO, Chairman and more than 10% owner, reported acquiring new indirect positions in secured convertible notes and common stock. Through entities he controls, he received convertible notes with principal amounts of $57,803 and $500,000, each convertible into common stock at $1.435 per share, corresponding to 40,280 and 348,432 underlying shares. The notes become convertible only after specified conditions, including stockholder approval for share issuance under Nasdaq rules, and for one note also an event of default. D’Loren also indirectly acquired 1,742 shares of common stock at $1.435 per share. Following these transactions, he reports 720,032 common shares held directly and 60,731 common shares held indirectly, in addition to the newly reported convertible notes.
Xcel Brands, Inc. is a media and consumer products company that licenses and develops fashion, jewelry, home and lifestyle brands, using a working-capital-light, royalty-based model focused on live streaming and social commerce. Its portfolio includes Halston, Judith Ripka, C Wonder and a 50% interest in Longaberger, plus multiple new co-branded concepts launching from 2024–2026.
As of December 31, 2025, Xcel had cash of about $1.3 million but used roughly $7.0 million of cash in operating activities that year, raising $3.8 million via equity and $5.1 million via debt refinancing. Management and the auditor highlight substantial doubt about the company’s ability to continue as a going concern without successful execution of financing and operational plans.
Debt is significant: term loans totaled $13.6 million at year-end 2025, and in April 2026 the company issued $3.01 million of senior secured notes, all secured by substantially all assets. Revenue is highly concentrated, with the Halston Master License contributing about 52% of 2025 net licensing revenue and Qurate (QVC/HSN) about 20%. Xcel also relies on Nasdaq listing compliance, having executed a 1-for-10 reverse stock split in March 2025 to regain the minimum bid price requirement.
Xcel Brands, Inc. notified the SEC that it cannot file its Annual Report on Form 10-K for the year ended December 31, 2025 within the prescribed period due to a delay completing the audit while management compiles and verifies required data. The company expects to file within the permitted extension.
In an attached estimate, the company anticipates 2025 revenue of approximately $4.9 million versus $8.3 million in 2024, and a 2025 net loss of approximately $17.5 million versus a $22.4 million loss in 2024. The 2025 results include a $6.0 million loss on the divestiture of IM TopCo and a $1.9 million loss from extinguishment of debt. Reported 2025 net loss per share is approximately $(5.08), adjusted for a 1-for-10 reverse share split effected March 25, 2025.
Xcel Brands, Inc. amended its Loan and Security Agreement on March 20, 2026. The Sixth Amendment authorizes the administrative agent to move up to $500,000 from a blocked account into a cash collateral account securing the company’s loan obligations.
The agent may either apply any portion of this $500,000 to repay Term Loan A or return it to Xcel, in each case at the lenders’ sole discretion. The amendment also reduces the liquid asset covenant to $500,000 minus any of this cash used to repay Term Loan A while First Out Obligations remain outstanding, and to $0 after those obligations are fully repaid. In addition, the transaction closing date under the agreement was extended to March 24, 2026.