Business Description

Overview Xcel Brands, Inc. (the “Company,” “Xcel,” “we,” “us,” or “our”) 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 acquisition of dynamic consumer lifestyle brands. Xcel was founded in 2011 with a vision to reimagine shopping, entertainment, and social media as social commerce. Currently, our brand portfolio consists of the following: ● the Halston brands (the "Halston Brand"), the Judith Ripka brands (the "Ripka Brand"), and the C Wonder brands (the "C Wonder Brand"), which are wholly owned by the Company; ● the Longaberger by Shannon Doherty brand (the “Longaberger Brand”), which we manage through our 50% ownership interest in Longaberger Licensing, LLC; ● the TowerHill by Christie Brinkley brand (the “CB Brand”), which is a co-branded collaboration between Xcel and Christie Brinkley that launched in May 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 Spring 2026; ● the GemmaMade by Gemma Stafford brand, which is a new co-branded collaboration between Xcel and baking influencer Gemma Stafford that is planned to launch in Spring 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 and expects to launch in Spring 2026. Additionally, through October 1, 2025, we held a noncontrolling interest in the Isaac Mizrahi brands (the “Isaac Mizrahi Brand”). On October 1, 2025, we divested our remaining noncontrolling interest in the Isaac Mizrahi Brand. Xcel is pioneering a true 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. We currently operate under a working-capital light model, with our licensees and/or retail partners responsible for the procurement and sale of inventory. As such, our revenues primarily consist of royalty revenues, and we do not have risk of carrying aged inventory. As a result, fluctuations in product costs and tariffs do not have a direct impact on us, but may impact us indirectly as our royalty revenues are typically based on the net sales and success of our licensees. Our objective is to build a diversified portfolio of lifestyle consumer products brands through organic growth and the strategic acquisition of new brands. To grow our brands, we are focused on the following primary strategies: ● licensing of our brands for sale through interactive television (e.g., QVC, HSN, America’s Collectible Network, Inc. d/b/a JTV (“JTV”), etc.); ● licensing of our brands to retailers that sell to the end consumer; 4 Table of Contents ● licensing our brands to manufacturers and retailers for promotion and distribution through e-commerce, social commerce, and brick-and-mortar retail channels; and ● acquiring additional consumer brands and integrating them into our operating platform, and leveraging our operating infrastructure and distribution relationships. We believe that Xcel offers a unique value proposition for the following reasons: ● our management team, including our officers’ and directors’ experience in and relationships within the industry; ● our deep knowledge, expertise, and proprietary technology in live streaming and social commerce; ● our design, sales, marketing, and technology platform that enables us to design trend-right product; and ● our significant media and digital presence. Company History and Corporate Information The Company was incorporated on August 31, 1989 in the State of Delaware under the name Houston Operating Company. On April 19, 2005, we changed our name to NetFabric Holdings, Inc.…