**Xcel Brands, Inc. 10-Q 季度報告摘要（截至2026年3月31日）**

XCEL BRANDS, INC._March 31, 2026
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Table of Contents

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​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
​
FORM 10-Q
​
☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
​
For the quarterly period ended March 31, 2026
or
​
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
 ACT OF 1934
​
For the transition period from ___ to ___
​
Commission File Number: 001-37527
​
XCEL BRANDS, INC.
(Exact name of registrant as specified in its charter)
​
Delaware
  ​ ​ ​
76-0307819

(State or Other Jurisdiction of
 
(I.R.S. Employer

Incorporation or Organization)
 
Identification No.)

​
​
 
550 Seventh Avenue, 11th Floor, New York, NY 10018
 

 
(Address of Principal Executive Offices)
 

​
(347) 727-2474
(Issuer’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  ​ ​ ​
Trading Symbol
  ​ ​ ​
Name of each exchange on which registered

Common Stock, $0.001 par value per share
​
XELB
​
NASDAQ Capital Market

​
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   ☒      No   ☐
​
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes   ☒    No   ☐
​
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
​
​

​

Large accelerated filer ☐
Accelerated filer ☐

Non-accelerated filer ☒
Smaller reporting company   ☒

 
Emerging growth company   ☐

​
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
​
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ☐    No   ☒
​
As of May 7, 2026, there were 6,048,621 shares of common stock, $.001 par value per share, of the issuer outstanding.
​
​
​
​

Table of Contents

XCEL BRANDS, INC.
INDEX
​

a

​
​
Page

​
​
​

PART I - FINANCIAL INFORMATION
3

​
​
​

Item 1.
Financial Statements
3

​
​
​

​
Unaudited Condensed Consolidated Balance Sheets
3

​
​
​

​
Unaudited Condensed Consolidated Statements of Operations
4

​
​
​

​
Unaudited Condensed Consolidated Statements of Stockholders’ Equity
5

​
​
​

​
Unaudited Condensed Consolidated Statements of Cash Flows
6

​
​
​

​
Notes to Unaudited Condensed Consolidated Financial Statements
7

​
​
​

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
23

​
​
​

Item 3.
Quantitative and Qualitative Disclosures About Market Risk
32

​
​
​

Item 4.
Controls and Procedures
32

​
​
​

PART II - OTHER INFORMATION
33

​
​
​

Item 1.
Legal Proceedings
33

​
​
​

Item 1A.
Risk Factors
33

​
​
​

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds 
33

​
​
​

Item 3.
Defaults Upon Senior Securities
33

​
​
​

Item 4.
Mine Safety Disclosures
33

​
​
​

Item 5.
Other Information
33

​
​
​

Item 6.
Exhibits
34

​
​
​

​
Signatures
34

​
​

2

Table of Contents

PART I. FINANCIAL INFORMATION
​
ITEM 1.    FINANCIAL STATEMENTS
​
Xcel Brands, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
​
​

​

​

​

​

​

​

​
  ​ ​ ​
March 31, 2026
  ​ ​ ​
December 31, 2025

​
​
(Unaudited)
​
(Note 1)

Assets
 
​
  ​
 
​
  ​

Current Assets:
 
​
  ​
 
​
  ​

Cash and cash equivalents
​
$
 179
​
$
 1,150

Accounts receivable, net
​
 
 656
​
 
 956

Assets held for sale
​
 
 2,542
​
 
 —

Prepaid expenses and other current assets
​
 
 1,117
​
 
 1,564

Total current assets
​
 
 4,494
​
 
 3,670

Non-current Assets:
​
​
​
​
​
​

Property and equipment, net
​
 
 115
​
 
 130

Operating lease right-of-use assets
​
​
 2,810
​
​
 3,005

Trademarks and other intangibles, net
​
 
 27,747
​
 
 31,229

Other assets
​
 
 1,252
​
 
 912

Total non-current assets
​
 
 31,924
​
 
 35,276

​
​
​
​
​
​
​

Total Assets
​
$
 36,418
​
$
 38,946

​
​
​
​
​
​
​

Liabilities and Stockholders' Equity
​
 
  ​
​
 
  ​

Current Liabilities:
​
 
  ​
​
 
  ​

Accounts payable, accrued expenses and other current liabilities
​
$
 1,915
​
$
 1,221

Deferred revenue
​
 
 1,319
​
 
 1,330

Current portion of operating lease obligations
​
​
 1,718
​
​
 1,687

Current portion of long-term debt
​
 
 2,750
​
 
 3,250

Total current liabilities
​
 
 7,702
​
 
 7,488

Long-Term Liabilities:
​
 
  ​
​
 
  ​

Deferred revenue
​
​
 1,556
​
​
 1,778

Long-term portion of operating lease obligations
​
​
 3,238
​
​
 3,678

Long-term debt, net, less current portion
​
 
 9,840
​
 
 9,456

Other long-term liabilities
​
 
 901
​
 
 722

Total long-term liabilities
​
 
 15,535
​
 
 15,634

Total Liabilities
​
 
 23,237
​
 
 23,122

​
​
​
​
​
​
​

Commitments and Contingencies
​
 
  ​
​
 
  ​

​
​
​
​
​
​
​

Stockholders' Equity:
​
 
  ​
​
 
  ​

Preferred stock, $.001 par value, 1,000,000 shares authorized, none issued and outstanding
​
 
 —
​
 
 —

Common stock, $.001 par value, 50,000,000 shares authorized, and 5,913,492 and 5,880,757 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively
​
 
 6
​
 
 6

Paid-in capital
​
 
 111,506
​
 
 111,660

Accumulated deficit
​
 
 (96,194)
​
 
 (93,705)

Total Xcel Brands, Inc. stockholders' equity
​
 
 15,318
​
 
 17,961

Noncontrolling interest
​
​
 (2,137)
​
​
 (2,137)

Total Stockholders' Equity
​
 
 13,181
​
 
 15,824

​
​
​
​
​
​
​

Total Liabilities and Stockholders' Equity
​
$
 36,418
​
$
 38,946

​
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
​

3

Table of Contents

Xcel Brands, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
​
​

​

​

​

​

​

​

​

​
​
For the Three Months Ended 
​

​
​
March 31, 
​

​
  ​ ​ ​
2026
  ​ ​ ​
2025
​

Revenues
​
​
  ​
 
​
  ​
​

Net licensing revenue
​
$
 1,144
​
$
 1,332
​

​
​
​
​
​
​
​
​

Direct operating costs and expenses
​
 
  ​
​
 
  ​
​

Salaries, benefits and employment taxes
​
 
 872
​
 
 1,086
​

Other selling, general and administrative expenses
​
 
 1,202
​
 
 1,197
​

Total direct operating costs and expenses
​
 
 2,074
​
 
 2,283
​

​
​
​
​
​
​
​
​

Operating loss before other operating costs and expenses
​
​
 (930)
​
​
 (951)
​

​
​
​
​
​
​
​
​

Other operating costs and expenses
​
​
​
​
​
​
​

Depreciation and amortization
​
 
 893
​
 
 900
​

Asset impairment charge
​
​
 61
​
​
 —
​

Loss from equity investments
​
​
 —
​
​
 336
​

​
​
​
​
​
​
​
​

Operating loss
​
 
 (1,884)
​
 
 (2,187)
​

​
​
​
​
​
​
​
​

Interest and finance expense (income) 
​
 
  ​
​
 
  ​
​

Interest expense
​
 
 562
​
 
 473
​

Other finance charges (income), net
​
 
 31
​
 
 87
​

Interest and finance expense (income), net
​
 
 593
​
 
 560
​

​
​
​
​
​
​
​
​

Loss before income taxes
​
 
 (2,477)
​
 
 (2,747)
​

​
​
​
​
​
​
​
​

Income tax provision (benefit)
​
 
 12
​
 
 50
​

​
​
​
​
​
​
​
​

Net loss
​
​
 (2,489)
​
​
 (2,797)
​

Net loss attributable to noncontrolling interest
​
​
 —
​
​
 —
​

Net loss attributable to Xcel Brands, Inc. stockholders
​
$
 (2,489)
​
$
 (2,797)
​

​
​
​
​
​
​
​
​

Loss per common share attributable to Xcel Brands, Inc. stockholders:
​
 
  ​
​
 
  ​
​

Basic and diluted net loss per share
​
$
 (0.42)
​
$
 (1.18)
​

Weighted average number of common shares outstanding:
​
 
  ​
​
 
  ​
​

Basic and diluted weighted average common shares outstanding
​
 
 5,903,599
​
 
 2,373,583
​

​
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
​

4

Table of Contents

​
Xcel Brands, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except share data)
​
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Xcel Brands, Inc. Stockholders
​
​
​
​
​
​
​

​
​
Common Stock
​
​
​
​
​
​
​
​
​
​
​

​
​
Number of 
​
​
​
​
Paid-In
​
Accumulated
​
Noncontrolling
​
​
​

​
  ​ ​ ​
Shares
  ​ ​ ​
Amount
  ​ ​ ​
Capital
  ​ ​ ​
Deficit
  ​ ​ ​
Interest
​
​
Total

Balance as of December 31, 2024
 
 2,368,072
​
$
 2
​
$
 106,666
​
$
 (76,244)
​
$
 (2,026)
​
​
$
 28,398

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Additional impact related to fractional shares from reverse stock split
​
 (57)
​
​
 —
​
​
 —
​
​
 —
​
​
 —
​
​
​
 —

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Compensation expense related to stock options and restricted stock
​
 —
​
​
 —
​
​
 33
​
​
 —
​
​
 —
​
​
​
 33

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Contra-revenue related to warrants held by licensee
 
 —
​
 
 —
​
 
 10
​
 
 —
​
 
 —
​
​
 
 10

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Shares issued to executives for pro rata portion of base salaries, net of withholding taxes
​
 18,310
​
​
 —
​
​
 66
​
​
 —
​
​
 —
​
​
​
 66

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Net loss
 
 —
​
 
 —
​
 
 —
​
 
 (2,797)
​
​
 —
​
​
 
 (2,797)

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Balance as of March 31, 2025
 
 2,386,325
​
$
 2
​
$
 106,775
​
$
 (79,041)
​
$
 (2,026)
​
​
$
 25,710

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Balance as of December 31, 2025
 
 5,880,757
​
$
 6
​
$
 111,660
​
$
 (93,705)
​
$
 (2,137)
​
​
$
 15,824

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Compensation expense related to stock options and restricted stock
​
 —
​
​
 —
​
​
 51
​
​
 —
​
​
 —
​
​
​
 51

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Contra-revenue related to warrants held by licensee
​
 —
​
​
 —
​
​
 10
​
​
 —
​
​
 —
​
​
​
 10

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Shares issued to executive for pro rata portion of base salary, net of withholding taxes
​
 32,735
​
​
 —
​
​
 43
​
​
 —
​
​
 —
​
​
​
 43

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Costs incurred related to equity line facility
​
 —
​
​
 —
​
​
 (258)
​
​
 —
​
​
 —
​
​
​
 (258)

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Net loss
 
 —
​
 
 —
​
 
 —
​
 
 (2,489)
​
​
 —
​
​
 
 (2,489)

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Balance as of March 31, 2026
 
 5,913,492
​
$
 6
​
$
 111,506
​
$
 (96,194)
​
$
 (2,137)
​
​
$
 13,181

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

​
​
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
​

5

Table of Contents

​
Xcel Brands, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
​
​

​

​

​

​

​

​

​
​
For the Three Months Ended March 31, 

​
  ​ ​ ​
2026
  ​ ​ ​
2025

Cash flows from operating activities
 
​
  ​
 
​
  ​

Net loss
​
$
 (2,489)
​
$
 (2,797)

Adjustments to reconcile net loss to net cash used in operating activities:
​
 
​
​
 
  ​

Depreciation and amortization expense
​
 
 893
​
 
 900

Asset impairment charge
​
 
 61
​
 
 —

Paid in-kind interest expense
​
​
 253
​
​
 —

Amortization of deferred finance costs and other non-cash interest expense
​
 
 199
​
 
 102

Stock-based compensation and cost of licensee warrants
​
 
 104
​
 
 109

Loss from equity investments
​
​
 —
​
​
 336

Changes in operating assets and liabilities:
​
 
​
​
 
​

Accounts receivable
​
 
 300
​
 
 164

Prepaid expenses and other current and non-current assets
​
 
 (603)
​
 
 12

Deferred revenue
​
​
 (233)
​
​
 (205)

Accounts payable, accrued expenses, accrued income taxes payable, and other current liabilities
​
 
 852
​
 
 27

Lease-related assets and liabilities
​
​
 (214)
​
​
 (82)

Net cash used in operating activities
​
 
 (877)
​
 
 (1,434)

​
​
​
​
​
​
​

Cash flows from investing activities
​
 
  ​
​
 
  ​

Purchase of property and equipment
​
 
 —
​
 
 (14)

Net cash used in investing activities
​
 
 —
​
 
 (14)

​
​
​
​
​
​
​

Cash flows from financing activities
​
 
  ​
​
 
  ​

Payment of costs associated with equity line facility
​
​
 (208)
​
​
 —

Proceeds from long-term debt
​
​
 —
​
​
 2,050

Shares repurchased including vested restricted stock in exchange for withholding taxes
​
​
 (46)
​
 
 (58)

Payment of long-term debt
​
 
 (500)
​
 
 —

Net cash (used in) provided by financing activities
​
 
 (754)
​
 
 1,992

​
​
​
​
​
​
​

Net (decrease) increase in cash, cash equivalents, and restricted cash
​
 
 (1,631)
​
 
 544

​
​
​
​
​
​
​

Cash, cash equivalents, and restricted cash at beginning of period
​
​
 2,889
​
​
 1,993

​
​
​
​
​
​
​

Cash, cash equivalents, and restricted cash at end of period
​
$
 1,258
​
$
 2,537

​
​
​
​
​
​
​

Reconciliation to amounts on condensed consolidated balance sheets:
​
 
  ​
​
 
  ​

Cash and cash equivalents
​
$
 179
​
$
 298

Restricted cash (reported in other non-current assets)
​
 
 1,079
​
 
 2,239

Total cash, cash equivalents, and restricted cash
​
$
 1,258
​
$
 2,537

​
​
​
​
​
​
​

​
​
​
​
​
​
​

Supplemental disclosure of cash flow information:
​
 
  ​
​
 
  ​

Cash paid during the period for interest
​
$
 109
​
$
 372

Cash paid during the period for income taxes
​
$
 50
​
$
 —

​
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
​
​

6

Table of Contents
XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2026
(Unaudited)

1. Nature of Operations, Background, and Basis of Presentation
Xcel Brands, Inc. (“Xcel” and, together with its subsidiaries, the “Company”) is a media and consumer products company engaged in 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 development of influencer led brands and the acquisition of dynamic consumer lifestyle brands. The Company primarily generates revenue through the licensing of its brands through contractual arrangements with manufacturers and retailers. The Company, through its licensees, distributes through an omni-channel and social commerce sales strategy which includes the promotion and sale of products under its brands through interactive television, digital live-stream shopping, social commerce, brick-and-mortar retailers, and e-commerce channels.
Brand Portfolio
Currently, the Company’s brand portfolio consists of the following: 
●the Halston and C Wonder brands, which are wholly owned by Xcel; 
●the Longaberger by Shannon Doherty brand, which Xcel manages through its 50% ownership interest in Longaberger Licensing, LLC; the Company consolidates Longaberger Licensing, LLC and recognizes noncontrolling interest for the remaining ownership interest held by a third party (see Note 2 for additional details)
●the TowerHill by Christie Brinkley brand, which is a co-branded collaboration between Xcel and Christie Brinkley that launched in 2024; 
●the Trust.Respect.Love by Cesar Millan brand, which is a new co-branded collaboration between Xcel and Cesar Millan that is planned to launch in Fall 2026; 
●the GemmaMade by Gemma Stafford brand, which is a new co-branded collaboration between Xcel and Gemma Stafford that launched in April 2026; 
●the Off/Duty by Coco Rocha brand, which is a new co-branded collaboration between Xcel and Coco Rocha, which is planned to launch in Fall 2026; and
●Mesa Mia by Jenny Martinez, which is a brand owned by Mexican home influencer Jenny Martinez, and for which Xcel holds the television rights through a long-term license agreement, that launched in April 2026. 

Also, as of March 31, 2026, and through April 27, 2026, the Company’s brand portfolio also included the Judith Ripka brand, which was wholly owned by Xcel; this brand was sold to a third party in April 2026 (see Note 12 for additional details). 
Additionally, through October 1, 2025, the Company held a noncontrolling ownership interest in the Isaac Mizrahi brand. 
Basis of Presentation
The accompanying condensed consolidated balance sheet as of December 31, 2025 (which has been derived from audited financial statements) and the unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated by the United States Securities 

7

Table of Contents
XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2026
(Unaudited)

and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements were prepared following the same policies and procedures used in the preparation of the audited consolidated financial statements and reflect all adjustments (consisting of normal recurring adjustments) necessary to present fairly the results of operations, financial position, and cash flows of the Company. The results of operations for the interim periods presented herein are not necessarily indicative of the results for the entire fiscal year or for any future interim periods. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on April 15, 2026.
Going Concern
The unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring losses, a history of cash flows used in operating activities, and an accumulated deficit. Although the Company has undertaken significant restructuring and cost reduction efforts, obtained additional funding through a combination of equity and debt financing transactions,  and continues to explore strategic financing alternatives and operational efficiencies to improve liquidity (see Note 12 for information regarding financing transactions entered into subsequent to quarter-end), management has determined that there is nonetheless substantial doubt about the Company’s ability to meet its financial obligations as they become due within twelve months from the date these financial statements are issued. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
​
Restricted Cash
Restricted cash at March 31, 2026 consisted of $1.08 million of cash deposited as collateral for a standby letter of credit associated with a real estate lease (reported in other non-current assets).
Restricted cash at December 31, 2025 consisted of $0.74 million of cash deposited as collateral for a standby letter of credit associated with a real estate lease (reported in other non-current assets) and $1.00 million of cash deposited in a bank account to satisfy a liquidity covenant in the Company’s term loan debt agreement (reported in other current assets).
Segment Reporting Information
The Company has a single reportable segment, which generates revenue from the design and licensing of branded apparel, jewelry, and similar consumer products. The Company derives revenue in North America and manages its business activities on a consolidated basis. The accounting policies of the Company’s single reportable segment are the same as those for the Company as a whole.
The Company’s chief operating decision maker, as such term is defined under GAAP, is its Chief Executive Officer. The chief operating decision maker assesses performance for the single reportable segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The chief operating decision maker analyzes and reviews business performance based on available sales data from key licensees and quarterly sales and royalty reports provided by its licensees in addition to assessing the overall operating results on a monthly basis. The measure of segment assets is reported on the balance sheet as total consolidated assets, and, as the Company has a single reportable segment, the Company’s resources are applicable to the business as a whole. The Company does not have intra-entity sales or transfers.
​

8

Table of Contents
XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2026
(Unaudited)

​
​
2.    Investments in Unconsolidated Affiliates and Variable Interest Entities  
​
Investment in IM Topco, LLC
From May 31, 2022 through October 1, 2025, the Company held a noncontrolling equity ownership interest IM Topco, LLC (“IM Topco”), a former subsidiary which holds the trademarks and other intellectual property rights relating to the Isaac Mizrahi brand. 
From June 1, 2022 through April 15, 2025, the Company accounted for its noncontrolling interest in the ongoing operations of IM Topco as a component of other operating costs and expenses (income) under the equity method of accounting, using the distribution provisions set forth in the governing business venture agreement. On April 15, 2025, the Company discontinued the application of the equity method of accounting, and from April 15, 2025 through October 1, 2025, the Company measured its investment in IM Topco at adjusted cost, less impairment, plus or minus observable price changes of an identical or similar investment of the same issuer.
On and effective September 26, 2025, the Company, IM Topco, and the other owners of IM Topco entered into a settlement agreement, pursuant to which the Company agreed to transfer all of its remaining equity interests in IM Topco to the other owners, in exchange for (i.) the release of the Company’s liability under certain agreements with IM Topco and (ii.) a capital appreciation right for the Company to receive 15% of the net consideration received by IM Topco and/or the other owners in excess of $46 million in connection with any potential future capital transaction involving IM Topco which occurs on or before September 1, 2032. All remaining IM Topco equity interests were transferred to WHP on October 1, 2025.
For the three months ended March 31, 2025, the Company recognized a $0.34 million loss related to its investment in IM Topco, comprised of (i) a $0.18 million equity method loss, (ii) a $0.40 million charge to adjust the carrying value of the investment in IM Topco to its estimated fair value as of March 31, 2025, and (iii) a $(0.24) million adjustment to the carrying value of a contingent contractual obligation related to IM Topco. 
Longaberger Licensing, LLC Variable Interest Entity
Since 2019, Xcel has been party to a limited liability company agreement with a subsidiary of Hilco Global related to Longaberger Licensing, LLC (“LL”). Hilco Global is the sole Class A Member of LL, and Xcel is the sole Class B Member of LL (each individually a “Member”). Each Member holds a 50% equity ownership interest in LL; however, based on an analysis of the contractual terms and rights contained in the LLC agreement and related agreements, the Company has previously determined that under the applicable accounting standards, LL is a variable interest entity and the Company has effective control over LL. Therefore, as the primary beneficiary, the Company has consolidated LL since 2019, and has recognized the assets, liabilities, revenues, and expenses of LL as part of its consolidated financial statements, along with a noncontrolling interest which represents Hilco Global’s 50% ownership share in LL.
​
The amount of LL's losses attributed to Hilco Global's non-controlling interest for the three months ended March 31, 2026 and 2025 was $0 for each period. 
​
​

9

Table of Contents
XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2026
(Unaudited)

​
3.    Trademarks and Other Intangibles    
Trademarks and other intangibles, net consist of the following:
​
​

​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
Weighted
  ​ ​ ​
​
​
  ​ ​ ​
​
​
  ​ ​ ​
​
​

​
 
Average
 
March 31, 2026

​
 
Amortization
​
Gross Carrying
​
Accumulated
​
Net Carrying

($ in thousands)
​
Period
​
Amount
​
Amortization
​
Amount

Trademarks (finite-lived)
 
15 years
​
 
 54,408
​
 
 26,661
​
 
 27,747

Copyrights and other intellectual property
 
8 years
​
 
 239
​
 
 239
​
 
 —

Total
​
​
​
$
 54,647
​
$
 26,900
​
$
 27,747

​
​

​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
Weighted
  ​ ​ ​
​
​
  ​ ​ ​
​
​
  ​ ​ ​
​
​

​
 
Average
 
December 31, 2025

​
 
Amortization
 
Gross Carrying
​
Accumulated
​
Net Carrying

($ in thousands)
​
Period
​
Amount
​
Amortization
​
Amount

Trademarks (finite-lived)
 
15 years
​
 
 58,580
​
 
 27,354
​
 
 31,226

Copyrights and other intellectual property
 
8 years
​
 
 429
​
 
 426
​
 
 3

Total
 
  ​
​
$
 59,009
​
$
 27,780
​
$
 31,229

​
Amortization expense for intangible assets was approximately $0.88 million for the three-month period ended March 31, 2026 (the "current quarter") and approximately $0.88 million for the three-month period ended March 31, 2025 (the "prior year quarter").
​
As of March 31, 2026, the intangible assets related to the Judith Ripka brand were reclassified to “assets held for sale” in the condensed consolidated balance sheet. This included trademarks with a gross carrying value of approximately $4.17 million and accumulated amortization of $1.57 million, and copyrights with a gross carrying value of $0.19 million and accumulated amortization of $0.19 million. Additionally, upon reclassification to “assets held for sale,” the assets were remeasured at the lower of (i) their carrying amount or (ii) estimated fair value less cost to sell; accordingly, the Company recognized an impairment charge during the current quarter of approximately $0.06 million, such that the net carrying value of these assets classified as “assets held for sale” at March 31, 2026 was approximately $2.54 million. These assets were subsequently sold to a third party in April 2026 (see Note 12 for additional details). 
​
​
4.    Significant Contracts and Concentrations
Halston Master License
On May 15, 2023, the Company, through its wholly owned subsidiaries, H Halston, LLC and H Heritage Licensing, LLC (collectively, the “Licensor”), entered into a master license agreement relating to the Halston brand (the “Halston Master License”) with G-III Apparel Group (“G-III”), an industry-leading wholesale apparel company, for men’s and women’s apparel, men’s and women’s fashion accessories, children’s apparel and accessories, home, airline amenity and amenity kits, and such other product categories as mutually agreed upon. The Halston Master License provided for an upfront cash payment and royalties payable to the Company, including certain guaranteed minimum royalties, includes annual minimum net sales requirements, and has a twenty-five-year term (consisting of an initial five-year period, followed by a twenty-year period), subject to G-III’s right to terminate with at least 120 days’ notice prior to the end of each five-year period during the term. G-III has an option to purchase the Halston brand for $5.0 million at the end of the twenty-five-year term, which right may be accelerated under certain conditions associated with an uncured material breach in accordance with the terms of the Halston Master License. The Licensor granted G-III a security interest in the Halston 

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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2026
(Unaudited)

trademarks to secure the Licensor’s obligations under the Halston Master License, including to honor the obligations under the purchase option.
As a result of the upfront cash payment and guaranteed minimum royalties under this agreement, the Company has recognized $2.87 million and $3.09 million of deferred revenue contract liabilities on its condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively. As of December 31, 2025, approximately $1.31 million of the contract liability balance was classified as a current liability and approximately $1.78 million was classified as a long-term liability. As of March 31, 2026, approximately $1.31 million of the contract liability balance was classified as a current liability and approximately $1.56 million was classified as a long-term liability; the balance of the deferred revenue contract liabilities will be recognized ratably as revenue over the next 2.75 years. 
Net licensing revenue recognized from the Halston Master License was $0.64 million for both the current quarter and prior year quarter, representing approximately 56% and 48% of the Company’s total net revenue for the current quarter and prior year quarter, respectively.
​
Qurate Agreements
Under the Company’s agreements with Qurate Retail Group (“Qurate”), collectively referred to as the Qurate Agreements, Qurate is obligated to make payments to the Company on a quarterly basis, based primarily upon a percentage of net retail sales of certain specified branded merchandise. Net retail sales are defined as the aggregate amount of all revenue generated through the sale of the specified branded products by Qurate and its subsidiaries under the Qurate Agreements, net of customer returns, and excluding freight, shipping and handling charges, and sales, use, or other taxes. Net licensing revenue from the Qurate Agreements represents a significant portion of the Company’s total net revenue.
Net licensing revenue from the Qurate Agreements totaled $0.19 million and $0.33 million for the current quarter and prior year quarter, respectively, representing approximately 16% and 25% of the Company’s total net revenue for the current quarter and prior year quarter, respectively.
As of March 31, 2026 and December 31, 2025, the Company had receivables from Qurate of $0.20 million and $0.21 million, respectively, representing approximately 31% and 22% of the Company’s total net accounts receivable, respectively.
​
JTV / America’s Collectibles Network, Inc.
The Company has a license agreement with America’s Collectibles Network, Inc. (d/b/a JTV) (“JTV”) that obligates JTV to pay the Company royalties based on product sales of Judith Ripka brand merchandise. In addition, the Company has outstanding receivables from prior product sales of fine jewelry made to JTV. As of March 31, 2026 and December 31, 2025, the Company had receivables from JTV of $0.10 million and $0.41 million, respectively, representing approximately 16% and 42% of the Company’s total net accounts receivable, respectively.
​
5. Leases 
The Company is party to operating leases for real estate, and for certain equipment and storage space with a term of 12 months or less. The Company is currently not a party to any finance leases. As of March 31, 2026, the Company’s real estate leases have a weighted-average remaining lease term of approximately 3.96 years, and the lease liabilities are measured using a weighted-average discount rate of 8.22%.
Total lease expense (net of sublease income) included in selling, general and administrative expenses on the Company’s unaudited condensed consolidated statements of operations was approximately $0.2 million for the current quarter and 

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Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2026
(Unaudited)

$0.2 million for the prior year quarter. Cash paid for amounts included in the measurement of operating lease liabilities was approximately $0.5 million for the current quarter and $0.4 million for the prior year quarter. 
As of March 31, 2026, the maturities of future lease obligations were as follows:
​
​

​

​

​

​
​
Amount

Year
  ​ ​ ​
(in thousands)

2026 (April 1 through December 31)
​
$
 1,547

2027
​
​
 1,841

2028
​
 
 570

2029
​
 
 585

2030
​
 
 599

Thereafter (through 2032)
​
 
 821

Total lease payments
​
​
 5,963

Less: Discount to present value
​
​
 1,007

Present value of lease liabilities
​
​
 4,956

Current portion of lease liabilities (April 1, 2026 through March 31, 2027)
​
​
 1,718

Non-current portion of lease liabilities
​
$
 3,238

​
​
​
​
6. Debt
The Company’s net carrying amount of debt is comprised of the following:
​
​

​

​

​

​

​

​

​
​
March 31, 
​
December 31, 

($ in thousands)
  ​ ​ ​
2026
  ​ ​ ​
2025

Term loan debt (including accumulated unpaid PIK interest)
​
$
 13,334
​
$
 13,581

Unamortized deferred finance costs and other reductions to carrying value
​
 
 (744)
​
 
 (875)

Total
​
 
 12,590
​
 
 12,706

Current portion of debt
​
 
 2,750
​
 
 3,250

Long-term debt
​
$
 9,840
​
$
 9,456

​
Description of Term Loan Debt and Amendments
On December 12, 2024, the Company and certain of its subsidiaries entered into a loan and security agreement with FEAC Agent, LLC (“FEAC”), as administrative agent and collateral agent, FEF Distributors, LLC, as lead arranger, and Restore Capital, LLC (“Restore”), as agent for certain lenders, pursuant to which the lenders made term loans to the Company and agreed to make additional term loans to the Company upon the satisfaction of a condition precedent described in the loan agreement. The term loans under the loan agreement are as follows: (1) a term loan in the amount of $3.95 million (“Term Loan A”) was made on the closing date, (2) a term loan in the amount of $4.0 million (“Term Loan B”) was made on the closing date, and (3) a term loan in the amount of $2.05 million (“Delayed Draw Term Loan”; Term Loan A, Term Loan B and Delayed Draw Term Loan are referred to as “Term Loans”) was subsequently made in March 2025. A portion of the proceeds from the Delayed Draw Term Loan were deposited in a bank account to satisfy a liquidity covenant in the loan agreement.  
On April 21, 2025, the Company and certain of its subsidiaries and its lenders and FEAC Agent, LLC entered into an amendment of the December 12, 2024 loan and security agreement, which provided for a $1.5 million repayment of the $3.95 million Term Loan A and an additional Term Loan B in the amount of $5.12 million. The term loans outstanding after giving effect to the April 21, 2025 amendment and the application of the proceeds of the additional Term Loan B were as follows: (1) Term Loan A in the amount of $4.50 million, and (2) Term Loan B in the amount of $9.12 million.

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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2026
(Unaudited)

In connection with the April 21, 2025 amendment and refinancing transaction, UTG Capital, Inc., a Delaware corporation (UTG”), purchased a 100% undivided, participation interest in Term Loan B for a purchase price of $9.12 million. Also in connection with the refinancing, the Company issued certain warrants to UTG and Restore, and amended certain warrants that had been previously issued on December 12, 2024.
On May 15, 2025, the Company repaid $0.50 million of the outstanding principal amount of Term Loan A. 
On October 7, 2025, the Company and certain of its subsidiaries and its lenders and FEAC Agent, LLC entered into a further amendment of the December 12, 2024 loan and security agreement, pursuant to which (i) the agents and lenders (as defined in the loan and