XCel Brands, Inc.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 15, 2026
XELB$0.43+6.7%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibit and Financial Statement Schedules
INDEX TO EXHIBITS
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| ExhibitNumber | | Description |
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| 3.1 | | Amended and Restated Certificate of Incorporation of Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on October 24, 2017) |
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| 3.2 | | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on March 24, 2025) |
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| 3.3 | | Third Restated and Amended Bylaws of Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 8, 2017) |
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| 4.1 | | Third Amended and Restated Equity Incentive Plan and Forms of Award Agreements (Incorporated by reference to the appropriate Exhibit to the Definitive Proxy Statement on Form DEF 14-A, which was filed with the SEC on August 15, 2016) |
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| 4.2# | | 2021 Equity Incentive Plan (Incorporated by reference to the appropriate Exhibit to the revised Definitive Proxy Statement on Form DEF 14-A, which was filed with the SEC on October 20, 2021) |
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| 4.3 | | Description of Registrant’s Securities (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on April 23, 2021) |
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| 4.4 | | Warrant issued to G-III Apparel Group (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the period year ended December 31, 2023, which was filed with the SEC on April 19, 2024) |
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| 4.5 | | Form of Representative’s Warrant issued on March 19, 2024 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on March 19, 2024) |
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| 4.6 | | Form of Common Stock Warrant issued on December 31, 2024 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 16, 2024) |
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| 4.7 | | Form of UTG Warrant (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025) |
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| 4.8 | | Form of Restore Warrant (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025) |
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| 4.9 | | Form of Restore Warrant Amendment (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025) |
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| 4.10 | | Form of FEAC Warrant Amendment (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025) |
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| 4.11 | | Form of Placement Agent’s Warrants issued on August 1, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on August 7, 2025) |
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| 4.12 | | Form of Warrant issued on December 18, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 19, 2025) |
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| 4.13 | | Form of Pre-Funded Warrant issued on December 18, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 19, 2025) |
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| 4.14 | | Form of Placement Agent Warrant issued on December 18, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 19, 2025) |
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| 9.1 | | Amended and Restated Voting Agreement between Xcel Brands, Inc. and IM Ready-Made, LLC, dated as of December 24, 2013 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 24, 2013) |
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| 9.2 | | Voting Agreement between Xcel Brands, Inc. and Judith Ripka Berk, dated as of April 3, 2014 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 9, 2014) |
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| 9.3 | | Voting Agreement dated as of December 22, 2014 by and between Xcel Brands, Inc. and H Company IP, LLC (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 24, 2014) |
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| 9.4 | | Form of Voting Agreement dated as of February 11, 2019 (Incorporated by reference to the appropriate exhibit to the Current Report on Form 8-K, which was filed with the SEC on February 15, 2019) |
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| 10.1 | | Sublease Agreement, dated as of July 8, 2015, by and between Xcel Brands, Inc. and GBG USA Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on July 14, 2015) |
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| 10.2# | | Employment Agreement between the Company and James Haran dated February 27, 2019 (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on April 23, 2021) |
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| 10.3# | | Employment Agreement between the Company and Robert D’Loren dated February 27, 2019 (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on April 23, 2021) |
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| 10.4# | | Employment Agreement between the Company and Seth Burroughs dated February 27, 2019 (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on April 15, 2022) |
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| 10.5 | | Membership Interest Purchase Agreement dated May 27, 2022 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on June 3, 2022) |
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| 10.6 | | Second Amendment to Membership Interest Purchase Agreement (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the period year ended December 31, 2023, which was filed with the SEC on April 19, 2024) |
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| 10.7 | | Third Amendment to Membership Interest Purchase Agreement (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the period year ended December 31, 2023, which was filed with the SEC on April 19, 2024) |
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| 10.8 | | Subscription Agreement, dated as of March 15, 2024, by and between Robert W. D’Loren and Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on March 19, 2024) |
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| 10.9 | | Subscription Agreement, dated as of March 15, 2024, by and between Seth Burroughs and Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on March 19, 2024) |
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| 10.10 | | Subscription Agreement, dated as of March 15, 2024, by and between Mark X. DiSanto Investment Trust and Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on March 19, 2024) |
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| 10.11 | | Asset Purchase Agreement dated June 21, 2024 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on June 24, 2024) |
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| 10.12# | | Amendment to Employment Agreement between the Company and Robert D’Loren (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on August 2, 2024) |
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| 10.13# | | Amendment to Employment Agreement between the Company and Seth Burroughs (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on August 2, 2024) |
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| 10.14 | | Loan and Security Agreement dated as of December 12, 2024 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 16, 2024) |
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| 10.15 | | Membership Pledge Agreement dated as of December 12, 2024 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 16, 2024) |
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| 10.16 | | Membership Interest Transfer Agreement effective as of April 15, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025) |
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| 10.17 | | Second Amendment to Loan and Security Agreement, dated as of April 21, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025) |
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| 10.18 | | Board Nominee Agreement by and between the Company and UTG dated April 21, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025) |
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| 10.19 | | Support Agreement dated April 21, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025) |
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| 10.20 | | Form of Securities Purchase Agreement (Incorporated by reference to the appropriate Exhibit to the Registration Statement on Form S-1, which was filed with the SEC on July 2, 2025) |
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| 10.21 | | Subscription Agreement, dated as of August 1, 2025, by and between Xcel Brands, Inc., and Robert W. D’Loren (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on August 7, 2025) |
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| 10.22 | | Subscription Agreement, dated as of August 1, 2025, by and between Xcel Brands, Inc. and Mark DiSanto (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on August 7, 2025) |
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| 10.23 | | Form of Securities Purchase Agreement, by and between Xcel Brands, Inc., and the purchasers identified on the signature pages thereto (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on August 7, 2025) |
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| 10.24 | | Membership Interest Transfer Agreement, dated September 25, 2025, by and among IMWHP, LLC, IMWHP2, LLC, and Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on October 2, 2025) |
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| 10.25 | | Settlement Agreement, dated September 25, 2025, by and among IM Topco, LLC, IMWHP, LLC, IMWHP2, LLC, Xcel Brands, Inc., Xcel-CT MFG, LLC and IM Brands, LLC (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on October 2, 2025) |
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| 10.26 | | Third Amendment to Loan and Security Agreement, dated as of October 7, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on October 10, 2025) |
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| 10.27 | | Fourth Amendment and Consent to Loan and Security Agreement, dated as of November 18, 2025 (Incorporated by reference to the appropriate Exhibit to the Registration Statement on Form S-1, which was filed with the SEC on February 4, 2026) |
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| 10.28 | | Form of Securities Purchase Agreement (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 19, 2025) |
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| 10.29 | | Placement Agency Agreement (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 19, 2025) |
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| 10.30 | | Common Stock Purchase Agreement entered into effective January 21, 2026 by and between the Company and White Lion Capital, LLC (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on January 23, 2026) |
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| 10.31 | | Registration Rights Agreement entered into effective January 21, 2026 by and between the Company and White Lion Capital, LLC (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on January 23, 2026) |
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| 10.32 | | Fifth Amendment to Loan and Security Agreement, dated as of February 20, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on February 24, 2026) |
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| 21.1 | | Subsidiaries of the Registrant (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the period year ended December 31, 2023, which was filed with the SEC on April 19, 2024) |
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| 23.1* | | Independent Registered Public Accounting Firm’s Consent |
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| 23.2* | | Independent Registered Public Accounting Firm’s Consent |
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| 31(i).1* | | Rule 13a-14(a)/15d-14(a) Certification (CEO) |
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| 31(i).2* | | Rule 13a-14(a)/15d-14(a) Certification (CFO) |
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| 32(i).1* | | Section 1350 Certification (CEO) |
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| 32(i).2* | | Section 1350 Certification (CFO) |
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| 97.1 | | Clawback Policy (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the period year ended December 31, 2023, which was filed with the SEC on April 19, 2024) |
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| 101.INS* | | Inline XBRL Instance Document |
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| 101.SCH* | | Inline XBRL Taxonomy Schema |
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| 101.CAL* | | Inline XBRL Taxonomy Calculation Linkbase |
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| 101.DEF* | | Inline XBRL Taxonomy Definition Linkbase |
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| 101.LAB* | | Inline XBRL Taxonomy Label Linkbase |
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| 101.PRE* | | Inline XBRL Taxonomy Presentation Linkbase |
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| 104* | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
*Filed herewith.
| # | Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report. |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.