Xcel Brands amends loan; liquid asset covenant cut to $1M; IM Topco sale consented

XCel Brands, Inc.

Lenders consented to sale of all equity in IM Topco to IMWHP2, LLC.
Liquid asset covenant reduced from prior level to $1,000,000.
Xcel made a $250,000 prepayment (including $140,000 from blocked account).
Successful IM Topco Sale defined as net consideration exceeding $46 million.
Amendment executed October 7, 2025, with lenders including First Eagle funds.

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