Xcel Brands Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Item 1.01 | Entry into a Material Definitive Agreement |
| Item 2.03 | Creation of a Direct Financial Obligation Under or an Off-balance Sheet Arrangement of a Registrant |
On February 20, 2026, Xcel Brands, Inc. (“Xcel”) entered into the Fifth Amendment to Loan and Security Agreement (the “Amendment”), by and among Xcel, the other Credit Parties party thereto, each Lender party thereto under the Loan and Security Agreement dated as of December 12, 2024, and FEAC Agent, LLC, a Delaware limited liability company, as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”). Pursuant to the Amendment, (i) the Company committed to make a prepayment of $500,000 on Term Loan A (paid from the Blocked Account (as defined in the Loan and Security Agreement) to the extent there are sufficient funds); (ii) the liquid asset covenant requirement, at all times prior to the repayment in full of the First Out Obligations (as defined in the Loan and Security Agreement), was reduced to $500,000; and (iii) the transaction closing date was extended to March 6, 2026.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Fifth Amendment to Loan and Security Agreement |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| XCEL BRANDS, INC. | |||
| (Registrant) | |||
| By: | /s/ James F. Haran | ||
| Name: | James F. Haran | ||
| Title: | Chief Financial Officer | ||
Date: February 24, 2026
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