XCel Brands, Inc.

Audit Fees

The aggregate fees billed or to be billed for professional services rendered by our prior Independent Registered Public Accounting Firms, Marcum LLP (prior to May 27,2025) and CBIZ CPAs P.C. (for the period from May 27, 2025 through September 16, 2025), for the audit of our annual consolidated financial statements, review of our consolidated financial statements included in our quarterly reports for 2024 and the first two fiscal quarters of 2025, and other fees that are normally provided by the accounting firm in connection with statutory and regulatory filings or engagements for the six months ended June 30, 2025 and the year ended December 31, 2024 were approximately $343,000 and $418,000, respectively.

The aggregate fees billed or to be billed for professional services rendered by our current Independent Registered Public Accounting Firm, Wolf & Company, PC, for the audit of our annual consolidated financial statements, review of our consolidated financial statements included in our quarterly report for the third fiscal quarter of 2025, and other fees that are normally provided by the accounting firm in connection with statutory and regulatory filings or engagements for the year ended December 31, 2025 were approximately $284,000.

Audit-Related Fees

For the fiscal year ended December 31, 2025, fees billed by our Independent Registered Public Accounting Firms for audit-related services consisted of $150,000 for the audit of IM Topco, LLC, and approximately $157,000 for consent and comfort letter procedures related to registration filings associated with our equity offerings.

For the fiscal year ended December 31, 2024, fees billed by our Independent Registered Public Accounting Firm for audit-related services consisted of $113,000 for the audit of IM Topco, LLC, and $77,000 for consent and comfort letter procedures related to registration filings associated with our equity offerings.

Tax Fees

There were no fees billed for professional services rendered by our Independent Registered Public Accounting Firm for tax compliance, tax advice, and tax planning for the fiscal years ended December 31, 2025 and 2024.

All Other Fees

There were no fees billed for non-audit services by our Independent Registered Public Accounting Firm for the fiscal years ended December 31, 2025 and 2024.

Audit Committee Determination

The Audit Committee considered and determined that the services performed are compatible with maintaining the independence of the independent registered public accounting firm.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

The Audit Committee is responsible for pre-approving all audit and permitted non-audit services to be performed for us by our Independent Registered Public Accounting Firm as outlined in its Audit Committee charter. Prior to engagement of the Independent Registered Public Accounting Firm for each year’s audit, management or the Independent Registered Public Accounting Firm submits to the Audit Committee for approval an aggregate request of services expected to be rendered during the year, which the Audit Committee pre-approves. During the year, circumstances may arise when it may become necessary to engage the Independent Registered Public Accounting Firm for additional services not contemplated in the original pre-approval. In those circumstances, the Audit Committee requires specific pre-approval before engaging the Independent Registered Public Accounting Firm. The engagements of our Independent Registered Public Accounting Firm were approved by the Company’s Audit Committee.