DiSanto Mark → XCel Brands, Inc. XELB

This Amendment No. 4 amends and substitutes in its entirety Item 4 to state as follows: On August 1, 2025, the Reporting Person purchased 91,800 shares of common stock from the Issuer in connection with a best efforts public offering at a price of $1.10 per share. On August 1, 2025, the Registrant purchased 60,883 shares of common stock from the Issuer in a private placement at a price of $1.38 per share. All of the Common Shares described in this Item 4 are deemed beneficially owned by the Reporting Person due to his voting power over such shares. Depending upon market conditions and other factors that the Reporting Person may deem material to his investment decisions, the Reporting Person may make purchases of Common Shares from time to time and may dispose of any or all of the Common Shares held by him at any time. Except as set forth in this Item 4 and to the extent that his role as a director of the Issuer grants to him the ability to directly or indirectly influence the management and policies of the Issuer, the Reporting Person has no plans or proposals which relate to or could result in any of the actions referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may from time to time review or reconsider his position with respect to the Issuer or formulate plans or proposals with respect to any matter referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D, but has no present intention of doing so. Notwithstanding anything contained herein, the Reporting Person specifically reserves the right to change at any time his intention with respect to any or all of the Common Shares held by him as of the date of this Amendment No. 4.