Director Bruce Bernstein granted 100,000 XWELL (XWEL) restricted stock units

Rhea-AI Filing Summary

Bernstein Bruce reported acquisition or exercise transactions in this Form 4 filing.

XWELL, Inc. director Bruce Bernstein reported an award of 100,000 shares of common stock in the form of restricted stock units. These RSUs were granted at a price of $0.00 per share and will vest on the thirtieth day following the grant date if he continues to serve the company.

The award was granted subject to the closing of a securities purchase agreement dated February 24, 2026, with closing occurring on February 27, 2026. Following this grant, Bernstein directly holds 339,882 shares of XWELL common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Bernstein Bruce

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	100,000	$0.00	--

Holdings After Transaction: Common Stock — 339,882 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

Bernstein Bruce

(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)

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

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	339,882	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/ Bruce Bernstein	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) director Bruce Bernstein report?

Bruce Bernstein reported an award of 100,000 restricted stock units in XWELL common stock. These units were granted at $0.00 per share and increase his direct holdings to 339,882 shares after the transaction.

How many XWELL (XWEL) shares does Bruce Bernstein hold after this Form 4?

After the reported award, Bruce Bernstein directly holds 339,882 shares of XWELL common stock. This total includes the 100,000 restricted stock units granted in the latest transaction, subject to their vesting conditions being satisfied.

What are the vesting terms of Bruce Bernstein’s 100,000 XWELL RSUs?

The 100,000 restricted stock units granted to Bruce Bernstein vest on the thirtieth day following the grant date. Vesting requires that he remains employed by, or continues providing services to, XWELL through that vesting date.

Was Bruce Bernstein’s XWELL stock award tied to a specific corporate transaction?

Yes. The RSU grant was subject to closing a securities purchase agreement dated February 24, 2026. That transaction closed on February 27, 2026, at which point the restricted stock unit award became effective under its stated terms.

Did Bruce Bernstein buy or receive his latest XWELL shares for cash?

He received the 100,000 XWELL restricted stock units as an award at $0.00 per share. The Form 4 characterizes the transaction as a grant or other acquisition rather than an open-market purchase for cash consideration.