Bruce Bernstein details 6.9% XWELL, Inc. (XWEL) stake, sale support

Rhea-AI Filing Summary

Bruce Bernstein, Chairman of the Board of XWELL, Inc., reports beneficial ownership of 602,556 shares of common stock, representing 6.9% of the class. This includes 307,991 shares held directly and 294,565 shares issuable upon exercise of stock options exercisable within sixty days.

His stake is based on 8,444,266 shares outstanding as of May 14, 2026, plus his exercisable options. Bernstein purchased 7,065 shares for approximately $21,097 with personal funds and also received multiple stock option and restricted stock awards for board service. Under a July 6, 2026 Support Agreement, he and other insiders agreed to vote all their shares in favor of a Securities Purchase Agreement under which XWELL will sell its equity interests in XpresSpa Holdings, LLC and XpresTest, Inc. to Express Wellness Group, LLC, vote against alternative transactions, and comply with transfer and non-solicitation restrictions. Bernstein states he may further buy, sell, or engage in extraordinary corporate transactions involving XWELL depending on business and market conditions.

Key Figures

Beneficial ownership: 602,556 shares Ownership percentage: 6.9% Shares outstanding baseline: 8,444,266 shares +4 more

7 metrics

Beneficial ownership 602,556 shares Total XWELL common stock beneficially owned by Bruce Bernstein, including options exercisable within sixty days

Ownership percentage 6.9% Percent of XWELL common stock class represented by Bruce Bernstein’s beneficial ownership

Shares outstanding baseline 8,444,266 shares XWELL common shares outstanding as of May 14, 2026, used to calculate ownership percentage

Open‑market purchase amount $21,097 Approximate personal funds used between November 30 and December 1, 2022 to buy 7,065 shares

Options exercisable within 60 days 294,565 shares Shares of XWELL common stock issuable upon exercise of Bernstein’s stock options within sixty days

Restricted stock June 2, 2025 200,926 shares Restricted stock award to Bernstein on June 2, 2025, fully vested on the grant date

Restricted stock February 27, 2026 100,000 shares Restricted stock award to Bernstein on February 27, 2026, which fully vested 30 days later

Key Terms

beneficially owned, Securities Purchase Agreement, Support Agreements, restricted stock, +1 more

5 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 602,556.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Securities Purchase Agreement regulatory

"the Issuer entered into a Securities Purchase Agreement (the "Purchase Agreement")"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Support Agreements regulatory

"entered into Support Agreements (each, a "Support Agreement" and, collectively, the "Support Agreements")"

Support agreements are written promises in which one party commits to back another’s planned action—such as lending money, voting shares a certain way, or providing operational help—so the plan can move forward. For investors, these agreements matter because they reduce uncertainty: they increase the likelihood a deal, restructuring or financing will succeed and can change the risk and value of the securities involved, much like teammates promising to cover key plays makes a game plan more likely to work.

restricted stock financial

"the Reporting Person received an award of 200,926 shares of restricted stock on June 2, 2025"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: Sole Voting Power 602,556.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/04/2026 - 04:16 PM Accepted by SEC EDGAR 08/04/2026 - 04:15 PM Learn about SEC filing dates

FAQ

What percentage of XWELL (XWEL) does Bruce Bernstein report owning?

Bruce Bernstein reports beneficial ownership of 6.9% of XWELL’s common stock. This represents 602,556 shares, including 307,991 shares held directly and 294,565 shares underlying stock options that are exercisable within sixty days of the reporting date.

How many XWELL (XWEL) shares and options does Bruce Bernstein hold?

Bernstein reports beneficial ownership of 602,556 XWELL shares. This comprises 307,991 common shares he holds and 294,565 additional shares issuable upon exercise of stock options that become exercisable within sixty days of the statement date.

What agreements affect Bruce Bernstein’s XWELL (XWEL) holdings and voting?

Bernstein is party to Stock Option, Restricted Stock, and Support Agreements. The Support Agreement requires him to vote all his XWELL shares for approval of a Securities Purchase Agreement and related sale, against alternative deals, and to observe transfer and non-solicitation restrictions.

What corporate sale is Bruce Bernstein supporting at XWELL (XWEL)?

Bernstein agreed to support a proposed sale of XWELL’s equity interests in XpresSpa Holdings, LLC and XpresTest, Inc. to Express Wellness Group, LLC. Under the July 6, 2026 Securities Purchase Agreement, he has committed to vote his shares in favor of approving this Sale.

How did Bruce Bernstein acquire his XWELL (XWEL) position?

He acquired XWELL securities through open‑market purchases and equity awards. Between November 30 and December 1, 2022, he spent about $21,097 of personal funds to buy 7,065 shares, and later received stock options and restricted stock for serving as XWELL’s board chairman.

What future actions regarding XWELL (XWEL) does Bruce Bernstein contemplate?

Bernstein states he may buy more, hold, or sell XWELL securities and may consider extraordinary corporate transactions, such as mergers, asset sales, or governance changes, depending on XWELL’s performance, market conditions, and other factors, subject to the Support Agreement and insider trading policy.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

XWELL, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

98420U802

(CUSIP Number)

Rick Werner
30 Rockefeller Plaza, 22nd Floor,
New York, NY, 10112
212-659-7300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/15/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 98420U802

1

Name of reporting person

Bruce Bernstein

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 602,556.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 602,556.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

602,556.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) In reference to rows 7, 9 and 11 above includes (i) 307,991 shares of common stock, par value $0.01 per share ("common stock"), of XWELL, Inc. (the "Issuer") held by Bruce Bernstein (the "Reporting Person") and (ii) 294,565 shares of common stock issuable upon exercise of stock options held by the Reporting Person, which are exercisable within sixty (60) days of this Schedule 13D. (2) In reference to row 13 above, calculated based on (i) 8,444,266 shares of common stock outstanding as of May 14, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 20, 2026 and (ii) 294,565 shares of common stock issuable upon exercise of stock options held by the Reporting Person, which are exercisable within sixty (60) days of this Schedule 13D.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value
(b)	Name of Issuer: XWELL, Inc.
(c)	Address of Issuer's Principal Executive Offices: 254 West 31st Street, 11th Floor, New York, NEW YORK , 10001.
Item 2.	Identity and Background
(a)	Bruce Bernstein
(b)	The address of the principal business office of the Reporting Person is 254 West 31st Street, 11th Floor, New York, New York 10001.
(c)	The Reporting Person serves as the Chairman of the Board of Directors of the Issuer.
(d)	The Reporting Person has not, during the last five years, been convicted in a criminal proceeding.
(e)	The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	Between November 30, 2022 and December 1, 2022, the Reporting Person expended approximately $21,097 of his personal funds to purchase 7,065 shares of common stock. Item 4 below, which is incorporated herein by reference, summarizes certain agreements that pertain to the Reporting Person's other securities of the Issuer that were received by the Reporting Person from the Issuer in consideration of his service as Chairman of the Board of Directors of the Issuer (the "Board"), and no cash consideration was paid by the Reporting Person in connection therewith.
Item 4.	Purpose of Transaction
	Stock Option Agreement Pursuant to the Issuer's 2020 Equity Incentive Plan (the "Plan") and the Stock Option Agreement between the Issuer and the Reporting Person (the "Stock Option Agreement"), the Reporting Person received a stock option award to purchase 30,000 shares of common stock on January 5, 2023. Such stock option award vested in equal quarterly installments over a one-year period, vesting one-fourth at the end of each fiscal quarter, such that the award fully vested as of December 31, 2023. On November 15, 2024, the Reporting Person received an additional stock option award to purchase 44,037 shares of common stock, which vested in full on the first anniversary of the date of grant. On June 2, 2025, the Reporting Person received an additional stock option award to purchase 220,528 shares of common stock, which vested in equal quarterly installments over a one-year period, vesting one-fourth at the end of each fiscal quarter, such that the award fully vested on June 2, 2026. The foregoing description of the Stock Option Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan and a form of the Stock Option Agreement, which are incorporated herein by reference to Exhibits 99.1 and 99.2, respectively, of this Schedule 13D. Restricted Stock Agreement Pursuant to the Plan and the Restricted Stock Agreement between the Issuer and the Reporting Person (the "RSA Agreement"), the Reporting Person received an award of 200,926 shares of restricted stock on June 2, 2025, which fully vested on the date of grant. On February 27, 2026, the Reporting Person received an additional award of 100,000 shares of restricted stock, which fully vested 30 days following the date of grant. The foregoing description of the RSA Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the RSA Agreement, which is incorporated herein by reference to Exhibit 99.3 of this Schedule 13D. Support Agreement On July 6, 2026, the Issuer entered into a Securities Purchase Agreement (the "Purchase Agreement"), by and among the Issuer, XpresSpa Holdings, LLC, a Delaware limited liability company ("XpresSpa"), XpresTest, Inc., a Delaware corporation ("XpresTest" and, together with XpresSpa, the "Target Companies"), and Express Wellness Group, LLC, a Delaware limited liability company (the "Buyer"), in accordance with the terms and subject to the conditions of which, among other things, the Issuer will sell, assign, transfer and convey to the Buyer all of Issuer's equity interests in the Target Companies (the "Sale"). Concurrently and in connection with the execution of the Purchase Agreement, (i) each member of the Board, including the Reporting Person, and each executive officer of the Issuer who holds shares of the Issuer's common stock and (ii) American Ventures LLC Series XXIV XWELL (collectively, the "Support Parties") entered into Support Agreements (each, a "Support Agreement" and, collectively, the "Support Agreements"), in accordance with the terms and subject to the conditions of which the Support Parties have agreed to, among other things, vote all of their shares of common stock in favor of the approval and adoption of the Purchase Agreement and the Sale, vote against any alternative transaction, and be present at every stockholder meeting for quorum purposes. The Support Agreements also contain certain transfer restrictions and non-solicitation provisions applicable to the Support Parties (solely in their capacity as stockholders of the Issuer). The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, which is incorporated herein by reference to Exhibit 99.4 of this Schedule 13D. General The Reporting Person acquired the securities described in this Schedule 13D in connection with the transactions and agreements. As discussed above, the Reporting Person intends to review his investments in the Issuer on a continuing basis. Subject to the Support Agreement and the Issuer's insider trading policy, any actions the Reporting Person might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Subject to the Support Agreement and the Issuer's insider trading policy, the Reporting Person may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Person may engage in discussions with management, the Board, and stockholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the common stock of the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. Depending upon each factor discussed above and any other factor (which may be unknown at this time) that is, or may become relevant, the Reporting Person may consider, among other things: (a) the acquisition by the Reporting Person of additional securities of the Issuer, the disposition of securities of the Issuer, or the exercise of convertible securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present Board or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's articles of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer's securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above. Except to the extent that the foregoing may be deemed to be a plan or proposal, the Reporting Person does not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of this Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of the Reporting Person's general investment policies, or other factors, the Reporting Person may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the common stock of the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of this Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that the Reporting Person will take any of the actions set forth above.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover pages hereto.
(b)	(i) sole power to vote or to direct the vote: See Item 7 on the cover page hereto. (ii) shared power to vote or to direct the vote: See Item 8 on the cover page hereto. (iii) sole power to dispose or to direct the disposition of: See Item 9 on the cover page hereto. (iv) shared power to dispose or to direct the disposition of: See Item 10 on the cover page hereto.
(c)	Except as described herein, there were no other transactions in the last 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	All of the information set forth in Item 4 is hereby incorporated herein by reference to this Item 6. Except as otherwise described in this Schedule 13D, the Reporting Person currently does not have any contract, arrangement, understanding or relationship with any person with respect to the shares of common stock or any other securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 XWELL, Inc. (formerly known as XpresSpa Group, Inc.) 2020 Equity Incentive Plan, as amended October 4, 2022 (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-8 filed with the SEC on October 25, 2022). Exhibit 99.2 Stock Option Grant under the XWELL, Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2021). Exhibit 99.3 Notice of Restricted Stock Award Agreement under the XWELL, Inc. 2020 Equity Incentive Plan (filed herewith). Exhibit 99.4 Support Agreement, dated July 6, 2026, by and between Bruce Bernstein and Express Wellness Group, LLC (filed herewith).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bruce Bernstein

Signature:	/s/ Bruce Bernstein
Name/Title:	Bruce Bernstein
Date:	08/04/2026