XWELL, Inc. Director Resigns; New Director Gerard Reid Appointed

What Happened

• XWELL, Inc. announced in an 8-K that on August 3, 2026 Ezra T. Ernst resigned from the Company’s Board of Directors and all board committees, but will continue to serve as President and Chief Executive Officer.
• The Board appointed Gerard Reid as a director effective August 3, 2026 to fill the vacancy. The company issued a related press release on August 5, 2026 (Exhibit 99.1).

Key Details

• Resignation date: August 3, 2026; resignation not due to any disagreement with the Company on operations, policies or practices.
• Appointment date: Gerard Reid appointed effective August 3, 2026.
• Director pay: Non‑employee directors receive an annual cash fee of $35,000; Mr. Reid is eligible for this compensation.
• No arrangements or related‑party transactions with Mr. Reid requiring disclosure under Item 404(a) of Regulation S‑K were reported.

Why It Matters

• Board composition change: Investors should note a director-level change at XWELL while the company’s CEO, Ezra Ernst, remains in his executive roles, so day‑to‑day leadership is unchanged.
• Governance and costs: The appointment adds a non‑employee director subject to the company’s standard annual director fee ($35,000), a routine governance matter with limited direct financial impact.
• Disclosure: The company followed Regulation FD rules by issuing a press release and filing the 8‑K, providing timely public notice of the leadership and board update.