[Form 4] XWELL, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ernst Ezra reported acquisition or exercise transactions in this Form 4 filing.

XWELL, Inc. reported that President and CEO Ernst Ezra received a grant of 100,000 restricted stock units (RSUs) representing common stock. These RSUs vest on the 30th day after the grant date, as long as he continues to work for or provide services to the company.

The grant was conditioned on the closing of a securities purchase agreement dated February 24, 2026, with closing occurring on February 27, 2026. After this award, Ezra directly holds 201,130 shares of the company’s common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ernst Ezra

(Last) (First) (Middle)

C/O XWELL, INC.

254 WEST 31ST STREET, 11TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
XWELL, Inc. [ XWEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	02/27/2026		A		100,000	A	$0	201,130	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents 100,000 restricted stock units ("RSUs"), which such RSUs shall vest on the thirtieth (30th) day following the date of grant, provided that the reporting person remains employed by or is providing services to the Issuer. The RSUs were granted subject to the closing of the transaction contemplated by that certain securities purchase agreement, dated as of February 24, 2026, by and between the Company and the purchaser signatory thereto, which occurred on February 27, 2026.

	/s/ Ezra Ernst	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did XWELL (XWEL) report for CEO Ernst Ezra?

XWELL reported that CEO Ernst Ezra received a grant of 100,000 restricted stock units. These RSUs represent common stock and were awarded at no purchase price, increasing his directly held common stock position to 201,130 shares following the transaction.

When do Ernst Ezra’s 100,000 XWELL RSUs vest?

The 100,000 restricted stock units granted to Ernst Ezra vest on the 30th day after the grant date. Vesting requires that he remain employed by, or continue providing services to, XWELL through that vesting date under the grant terms.

What condition was tied to the grant of XWELL RSUs to Ernst Ezra?

The RSU grant was subject to closing a securities purchase agreement dated February 24, 2026. That transaction closed on February 27, 2026, triggering the effectiveness of the 100,000 restricted stock unit award to the XWELL President and CEO.

How many XWELL shares does CEO Ernst Ezra own after this Form 4 transaction?

Following the reported transaction, Ernst Ezra directly owns 201,130 shares of XWELL common stock. This figure reflects his holdings after receiving the 100,000 restricted stock units that were granted in connection with the February 27, 2026 closing event.

Did Ernst Ezra buy or sell any XWELL shares in this Form 4?

No open-market buy or sell occurred; Ernst Ezra acquired shares through a grant. The Form 4 classifies the transaction under code “A” as a grant, award, or other acquisition of 100,000 restricted stock units representing XWELL common stock.