XCel Brands Files Proxy Statement Amendment

TL;DR

XCel Brands filed an amendment to its proxy statement on 11/7/25. Shareholders should review for updates before voting.

AI Summary

XCel Brands, Inc. filed an amendment (DEFA14A) on November 7, 2025, to its proxy statement. This filing is related to the company's solicitation of proxies for its annual meeting of stockholders. The amendment does not appear to contain new substantive proposals but rather updates or clarifies information previously filed.

Why It Matters

This filing is important for shareholders as it provides updated information regarding the company's governance and upcoming shareholder votes, influencing their decision on how to cast their proxy.

Risk Assessment

Risk Level: low — This filing is an amendment to a proxy statement, typically containing procedural updates or clarifications rather than significant new risks.

Key Players & Entities

• XCel Brands, Inc. (company) — Registrant
• 0001104659-25-108589 (filing_id) — Accession Number
• 20251107 (date) — Filing Date

FAQ

Filing Documents

• tm2530641d1_defa14a.htm (DEFA14A) — 33KB
• 0001104659-25-108589.txt ( ) — 35KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by party other than the Registrant Check the appropriate box: Preliminary Proxy Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under Section 240.14a-12 Xcel Brands, Inc. Name of Registrant as Specified in Its Charter (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No Fee Required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. EXPLANATORY NOTE This Amendment No. 1 (this “Amendment”) amends the definitive proxy statement of Xcel Brands, Inc. (the “Company”), filed with the U.S. Securities and Exchange Commission (“SEC”) on October 17, 2025 (the “Proxy Statement”) in connection with the Company’s 2025 Annual Meeting of Stockholders to be held on Wednesday, December 3, 2025, including any adjournment or postponement thereof (the “Meeting”). This Amendment supplements certain disclosures relating to issuances under and amendment of the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). The Amendment should be read in conjunction with the Proxy Statement, which should be read in its entirety and is available free of charge on the SEC’s website at www.sec.gov. Page number references below are to page numbers in the Proxy Statement, and capitalized terms used but not defined herein have the meanings set forth in the Proxy Statement. Proxies already received will continue to be voted as instructed unless otherwise revoked or changed by a subsequent proxy. EXCEPT AS DESCRIBED IN THIS AMENDMENT, THE INFORMATION PROVIDED IN THE PROXY STATEMENT REMAINS UNCHANGED. TO THE EXTENT THAT INFORMATION IN THIS AMENDMENT DIFFERS FROM OR UPDATES INFORMATION CONTAINED IN THE PROXY STATEMENT, THE INFORMATION IN THIS AMENDMENT SHALL BE DEEMED TO REPLACE AND SUPERSEDE THE PROXY STATEMENT, AND THE INFORMATION PROVIDED HEREIN SHALL GOVERN. THE PROXY STATEMENT CONTAINS ADDITIONAL INFORMATION. THIS AMENDMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT. The following disclosure is inserted as new paragraphs at the end of Proposal II, before the Board of Directors’ recommendation, on page 29 of the Proxy Statement: Subsequent to the Record Date, the Board has decided that, subject to approval by the Stockholders at the Annual Meeting of this Proposal II, it intends to make a one-time grant of equity awards under the 2021 Plan to members of the Board of Directors, the details of which are listed below: Name Restricted Shares (1) Stock Options (2) Unrestricted Shares Robert W. D’Loren - - 25,000 Mark DiSanto 15,167 36,500 20,000 Howard Liebman 11,617 36,500 - Deborah Weinswig 6,800 21,500 - James Fielding 6,000 19,000 - Total 39,583 113,500 45,000 1. The restricted shares will have a grant date of December 3, 2025, the date of the Annual Meeting. 2. The stock options will have a grant date of December 3, 2025, the date of the Annual Meeting, and have a five year term. The vesting for the restricted shares and stock options shall be set by the Company’s Compensation Committee prior to the Annual Meeting. Additionally, subsequent to the Record Date, the Board has decided that, subject to approval by the Stockholders at the Annual Meeting of this Proposal II, it intends to grant performance-based option awards to members of management, the details of which are listed below: Name Stock Price Target Levels Total Number of Option Shares (1) $ 3.00 $ 5.00 $ 7.00 $ 9.00 $ 11.00 Robert W. D’Loren 71,842 60,053 49,368 39,937 29,474 250,674 James F. Haran 15,395 12,868 10,579 8,558 6,316 53,716 Seth Burroughs 10,263 8,579 7,053 5,705 4,211 35,811 Total 97,500 81,500 67,000 54,200 40,000 340,200 1. The stock options have a grant date of December 3, 2025, the date of the Annual Meeting, and have a five year term. The exercise price of the options shall be equal to the last sale price of the common stock on the grant date of such options. * * * Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held December 3, 2025. The Letter to Stockholders, Notice of Annual Meeting, Proxy Statement, Annual Report on Form 10-K and this Amendment, are available at: www.cstproxy.com/xcelbrands/am2025. This Amendment is being filed with the SEC on November 7, 2025.

View Full Filing

View this DEFA14A filing on SEC EDGAR