XELB · XCel Brands, Inc.

Represents shares surrendered to the issuer in payment of withholding tax liability increment to the stock award.

Represents shares awarded by the issuer pursuant to the reporting person's employment agreement in lieu of cash salary.

Represents shares awarded by the issuer pursuant to the reporting person's employment agreement in lieu of cash salary.

Represents shares surrendered to the issuer in payment of withholding tax liability increment to the stock award.

Represents shares awarded by the issuer pursuant to the reporting person's employment agreement in lieu of cash salary.

Represents shares surrendered to the issuer in payment of withholding tax liability increment to the stock award.

The options vest as to 50% of the shares on each of April 1, 2027 and April 1, 2028.

Represents shares of restricted stock awarded pursuant to a restricted stock agreement, which vests as to 50% of the shares on each of April 1, 2027 and April 1, 2028, provided that the reporting person may extend the vesting date as to all or a portion of the shares, one or more times, in six month increments, at her sole discretion.

Represents shares of restricted stock awarded pursuant to a restricted stock agreement, which vests as to 50% of the shares on each of April 1, 2027 and April 1, 2028, provided that the reporting person may extend the vesting date as to all or a portion of the shares, one or more times, in six month increments, at his sole discretion.

The options vest as to 50% of the shares on each of April 1, 2027 and April 1, 2028.

Represents shares surrendered to the issuer in payment of withholding tax liability increment to the stock award.

The options vest as to 50% of the shares on each of April 1, 2027 and April 1, 2028.

Represents shares awarded by the issuer pursuant to the reporting person's employment agreement in lieu of cash salary.

Represents shares of restricted stock awarded pursuant to a restricted stock agreement, which vests as to 50% of the shares on each of April 1, 2027 and April 1, 2028, provided that the reporting person may extend the vesting date as to all or a portion of the shares, one or more times, in six month increments, at his sole discretion.

Represents shares of restricted stock awarded pursuant to a restricted stock agreement, which vests as to 50% of the shares on each of April 1, 2027 and April 1, 2027, provided that the reporting person may extend the vesting date as to all or a portion of the shares, one or more times, in six month increments, at his sole discretion.

Represents securities held by Clearmarkets Capital LLC (d/b/a IPX Capital, LLC), a company controlled by reporting person.

Represents a $500,000 principal amount secured convertible note of the Issuer with an aggregate principal amount of $500,000.

This note becomes convertible upon the company receiving stockholder approval for the issuance of the shares pursuant to the terms of this note in compliance with applicable Nasdaq rules.

Represents securities held by Clearmarkets Capital LLC (d/b/a IPX Capital, LLC), a company controlled by reporting person.

Represents a $57,803 principal amount secured convertible note of the Issuer with an aggregate principal amount of $50,000.

This note becomes convertible following the later of an event of default under the note and the issuer receiving stockholder approval for the issuance of the shares pursuant to the terms of this note in compliance with applicable Nasdaq rules.

Represents securities held by Clearmarkets Capital LLC (d/b/a IPX Capital, LLC), a company controlled by reporting person.

Represents shares awarded by the issuer pursuant to the reporting person's employment agreement in lieu of cash salary.

Represents shares surrendered to the issuer in payment of withholding tax liability increment to the stock award.

Represents shares surrendered to the issuer in payment of withholding tax liability increment to the stock award.

Represents shares awarded by the issuer pursuant to the reporting person's employment agreement in lieu of cash salary.

Represents shares surrendered to the issuer in payment of withholding tax liability increment to the stock award.

Represents shares awarded by the issuer pursuant to the reporting person's employment agreement in lieu of cash salary.

Represents shares held by the Mark X DiSanto Investment Trust, of which Mr. DiSanto is trustee as to which Mr. DiSanto has sole voting dispositive power.

The options vest as to 71,842 shares upon the common stock having a closing price of $3.00 or higher; 60,053 shares upon the common stock having a closing price of $5.00 or higher; 49,368 shares upon the common stock having a closing price of $7.00 or higher, 39,937 shares upon the common stock having a closing price of $9.00 or higher and 29,474 upon the common stock having a closing price of $11.00 or higher.

Represents shares of awarded by the issuer pursuant to the reporting person's employment agreement in lieu of cash salary.

Represents shares of restricted stock awarded pursuant to a restricted stock agreement, which vests on March 31, 2026, provided that the reporting person may extend the vesting date as to all or a portion of the shares, one or more times, in six month increments, at his sole discretion.

Represents shares of restricted stock awarded pursuant to a restricted stock agreement, which vests on March 31, 2026, provided that the reporting person may extend the vesting date as to all or a portion of the shares, one or more times, in six month increments, at his sole discretion.

Represents shares awarded to Mr. DiSanto

Represents shares of restricted stock awarded pursuant to a restricted stock agreement, which vests on March 31, 2026, provided that the reporting person may extend the vesting date as to all or a portion of the shares, one or more times, in six month increments, at his sole discretion.

Represents shares awarded to Mr. D'Loren

The options vest as to 15,395 shares upon the common stock having a closing price of $3.00 or higher; 12,868 shares upon the common stock having a closing price of $5.00 or higher; 10,579 shares upon the common stock having a closing price of $7.00 or higher, 8,558 shares upon the common stock having a closing price of $9.00 or higher and 6,316 upon the common stock having a closing price of $11.00 or higher

Represents shares of restricted stock awarded pursuant to a restricted stock agreement, which vests on March 31, 2026, provided that the reporting person may extend the vesting date as to all or a portion of the shares, one or more times, in six month increments, at his sole discretion.

The options vest as to 10,263 shares upon the common stock having a closing price of $3.00 or higher; 8,579 shares upon the common stock having a closing price of $5.00 or higher; 7,053 shares upon the common stock having a closing price of $7.00 or higher, 5,705 shares upon the common stock having a closing price of $9.00 or higher and 4,211 upon the common stock having a closing price of $11.00 or higher

Represents shares awarded by the issuer pursuant to the reporting person's employment agreement in lieu of cash salary.

Represents shares surrendered to the issuer in payment of withholding tax liability increment to the stock award.

Represents shares surrendered to the issuer in payment of withholding tax liability increment to the stock award.

Represents shares awarded by the issuer pursuant to the reporting person's employment agreement in lieu of cash salary.

Represents shares awarded by the issuer pursuant to the reporting person's employment agreement in lieu of cash salary.