Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On September 26, 2025, Xcel Brands, Inc. (the "Company"), IM Topco, LLC ("IM Topco"), IMWHP, LLC ("IMWHP") and IMWHP2 LLC ("IM2") entered into a Settlement Agreement pursuant to which the Company entered into a Membership Interest Transfer Agreement with IMWHP and IMWHP2 (the "Transfer Agreement"), Xcel-CT MFG, LLC ("Xcel-CT"), a subsidiary of the Company, was released from any further liability under certain provisions of the License Termination Agreement between IM Topco and Xcel-CT. In addition, pursuant to the Settlement Agreement, the Company received a capital appreciation right to receive 15% of the net consideration received by IM Topco, IMWHP, IMWHP2 and any other equity holders of IM Topco in excess of $46 million in connection with a capital transaction involving IM Topco which occurs on or before September 1, 2032

​

Pursuant to the Transfer Agreement Xcel agreed to transfer to IM2 all of its equity interests in IM Topco, which represented equity interests equal to 17.5% of the outstanding equity interests of IM Topco, on October 1, 2025 (the "Transfer").

​