Offerings // XCel Brands, Inc.

XELB offering history

Every offering-related filing in XCel Brands, Inc.’s recent SEC record — registrations (announced capacity) kept separate from pricing documents (executed sales). Reviewed 923 filings back to Apr 6, 1999.

Last executed offering

Aug 19, 2026

424B5 — priced deal (shares or notes)

Last registration (announced)

Apr 24, 2026

S-1/A — capacity, not a sale

Executed, last 12 months

424B pricings + 8-K 3.02 sales

Registered, last 12 months

S-1/S-3/F-series registrations

Date	Filing		What it means
Aug 19, 2026	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
May 6, 2026	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Apr 24, 2026	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Apr 17, 2026	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Feb 4, 2026	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet
Jan 23, 2026	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Dec 19, 2025	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Aug 7, 2025	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Aug 1, 2025	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Jul 31, 2025	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Jul 14, 2025	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Jul 8, 2025	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Jul 2, 2025	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet
Apr 24, 2025	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Dec 16, 2024	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Mar 19, 2024	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Mar 18, 2024	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Mar 14, 2024	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Feb 6, 2024	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Jan 26, 2024	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Feb 15, 2019	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Apr 24, 2017	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Apr 10, 2017	S-3/A →	REGISTERED	S-3/A registration — capacity to sell shares, not a sale yet
Apr 3, 2017	S-3/A →	REGISTERED	S-3/A registration — capacity to sell shares, not a sale yet
Feb 10, 2017	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Apr 6, 2016	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Jul 31, 2015	424B4 →	EXECUTED	Final prospectus — offering priced (typical for IPOs and marketed share deals)
Jul 30, 2015	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Jul 17, 2015	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Jul 17, 2015	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Jul 1, 2015	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Jun 5, 2015	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
May 20, 2015	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Mar 10, 2015	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Feb 25, 2015	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Feb 11, 2015	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet
Jan 22, 2015	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Jan 22, 2015	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Dec 24, 2014	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Aug 15, 2014	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital

XELB offering-related filings from SEC EDGAR, newest first (capped at 40). Each links to the original document.

Two honest limits. (1) A 424B takedown can price shares or notes — EDGAR’s metadata doesn’t say which, so open the document: large investment-grade filers use these mostly for bond deals (no dilution), small-caps mostly for shares. (2) At-the-market (ATM) programs sell shares gradually and individual sales are not separately filed — the visible footprint is the enabling shelf and its 424B5; actual ATM share counts surface later in the 10-Q/10-K share count. Educational information from public filings, not investment advice.

Is a shelf active now? →Do they need money? →Red flags →Full XELB workspace →

XELB offering FAQ

When did XELB last execute an offering?

Per SEC filings, XCel Brands, Inc.'s most recent priced offering document is a 424B5 filed 2026-08-19. Note a 424B takedown can price shares or notes (debt) — the linked document says which.

When did XELB last announce or register an offering?

The most recent registration is a S-1/A filed 2026-04-24. A registration is capacity to sell shares — not a sale.

Does an offering always mean dilution?

Registered direct offerings and shelf takedowns issue new shares and dilute existing holders. Resale registrations (424B3/B7) let existing holders sell and do not create new shares. Secondary sales by insiders also do not dilute. Each row here is labeled with what it is.