[Form 4] XWELL, Inc. Insider Trading Activity

Rhea-AI Filing Summary

VCI Global Limited (VCIG) filed a Form 6-K reporting that independent director Ms. Liew Yu Ying resigned from the Board effective 1 Aug 2025. The company states her departure was not due to any disagreement on operations, policies, finance or accounting matters. The Board expressed gratitude for her service. No successor, committee re-assignments, or other operational or financial updates were disclosed. Aside from this governance change, the filing contains no additional material information for investors.

Positive

• No disagreements cited, suggesting the resignation is not linked to operational or accounting issues.

Negative

• Board loses an independent director, reducing governance independence until a replacement is appointed.

Insights

Corporate Governance Expert

TL;DR: Routine board turnover; independence dips until a replacement is named.

The resignation of Ms. Liew removes one of the company’s independent directors, marginally reducing board independence and potentially affecting committee quorum if she served on key committees. Because the filing confirms no disagreements, the event appears procedural rather than contentious. Investors should monitor how quickly VCIG appoints a qualified independent successor to maintain compliance with exchange listing requirements and uphold good governance practices.

Portfolio Manager

TL;DR: Neutral market impact; watch for replacement timeline.

This single-director departure lacks financial implications and offers no guidance changes, so immediate valuation impact is minimal. However, sustained vacancies can raise governance risk premiums if independence thresholds are breached. I will track subsequent filings for a new appointment; absence of prompt action could bias risk-adjusted return expectations slightly downward.

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

OMB APPROVAL

OMB Number:			3235-0287
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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)
08/01/2025

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)	08/01/2025		A		70,000	A	$0	101,130	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 70,000 restricted stock units ("RSUs") which such RSUs shall vest in four substantially equal installments of the quarterly anniversaries of the grant date, provided that the reporting person remains employed by or is providing services to the Company.

	/s/ Cara Soffer, Attorney-in-fact for Ezra Ernst	08/05/2025
	** 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

Why did VCI Global's director resign?

The filing states Ms. Liew Yu Ying resigned effective Aug 1 2025 and did not disagree with the company on any matter.

Does the resignation affect VCIG's operations or finances?

No operational or financial impact was disclosed; the change is limited to board composition.

Will VCI Global (VCIG) name a new independent director?

The Form 6-K does not announce a successor; investors should monitor future filings for an appointment.

Is the company still compliant with listing independence requirements?

The filing does not discuss compliance status; the loss of one independent director may require action to maintain independence ratios.

What is the effective date of Ms. Liew's resignation?

Her resignation became effective on 1 August 2025.