EX-99.1 2 tm2622217d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 XWELL Appoints Global Energy and Capital Markets Leader Gerard Reid to its Board of Directors Company Strengthens Board with Globally Recognized Energy Transition and Capital Markets Expert New York, NY - August 5, 2026 - XWELL, Inc. (the "Company" or “XWELL”) (NASDAQ: XWEL), today announced the appointment of Gerard Reid to its Board of Directors, effective immediately. The Company also announced that Ezra Ernst has resigned as a director from the Board of Directors to focus on his responsibilities as President and Chief Executive Officer. Mr. Ernst will continue to serve as President and CEO of the Company. Mr. Reid is internationally recognized as one of the leading advisors on the future of energy, technology, infrastructure and capital markets. Over the past 25 years, Mr. Reid has advised boards of directors, executive officers, institutional investors, governments and entrepreneurs on corporate strategy, governance, capital allocation, mergers and acquisitions, energy transition and industrial transformation. Mr. Reid is currently a member of the leadership team of the Energy Transition Forum. He is also the …
Open exhibit ↗Current Report · Items 5.02, 7.01, 9.01 · 8-K
XWELL, Inc.
XWELNASDAQEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item Departure 5.02 of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Director On August 3, 2026, Ezra T. Ernst, the President, Chief Executive Officer and director of XWELL, Inc.…
Company context
XWELL, Inc. (NASDAQ: XWEL) is focused on developing and executing strategic opportunities across technology, infrastructure and emerging growth markets. The Company is committed to creating long-term value for shareholders through disciplined capital allocation, strategic partnerships and operational execution.
Current securities
Historical securities (1)
Disclosure sections
Item 5.02Item 5.02 - Departure/Election of Directors
Item Departure
5.02 of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On August 3, 2026, Ezra T. Ernst, the President,
Chief Executive Officer and director of XWELL, Inc. (the “Company”), notified the Company of his resignation as a director
of the Company’s Board of Directors (the “Board”) and all committees of the Board thereto, effective as of the same
date. Mr. Ernst’s resignation from the Board was not in connection with any disagreement with the Company on any matter relating
to the Company’s operations, policies or practices. Mr. Ernst will continue to serve as President and Chief Executive Officer of
the Company.
Appointment of Director
On
August 3, 2026, the Board appointed Gerard Reid as a director of the Board, effective
as of the same date, to fill the vacancy resulting from Mr. Ernst’s resignation. Mr. Reid will be entitled to participate in the
Company’s compensation policy for non-employee directors, which consists of an annual fee, payable in cash, of $35,000 per year
for service on the Board.
There are no arrangements or understandings between
Mr. Reid and any other persons pursuant to which he was selected to serve on the Board. In addition, there are no transactions between
the Company and Mr. Reid or his immediate family members requiring disclosure under Item 404(a) of Regulation S-K promulgated under the
Securities Act of 1933, as amended (the “Securities Act”).
Item 7.01Item 7.01 - Regulation FD Disclosure
Item Regulation FD
7.01 Disclosure.
On August 5, 2026, the Company issued a press
release announcing the resignation of Mr. Ernst from the Board and the appointment of Mr. Reid to the Board. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in Item 7.01 of this Current
Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under
that section. Further, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to
be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, whether made before or after
the date hereof and regardless of any general incorporation language in such filing.