XWEL · XWELL, Inc.

This 10-K/A amendment provides no new financial data or performance insights, as it solely supplements the original filing with Part III disclosures on governance, executive compensation, security ownership, and related party matters. Investors seeking updates on FY 2025 financial results must refer to the original 10-K filed April 1, 2026. The explanatory note confirms no modifications to prior financial disclosures or subsequent events.

The amendment addresses standard Part III requirements under Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions), and Item 14 (Principal Accounting Fees and Services). This structure ensures comprehensive coverage of non-financial governance elements without impacting the audited financial statements or MD&A sections from the original filing.

By incorporating these disclosures directly into the 10-K/A, XWELL avoids the need for a separate proxy statement filing, streamlining investor access to critical information on board composition, leadership incentives, insider holdings, and auditor relationships. The absence of financial revisions underscores the stability of previously reported FY 2025 results, allowing focus on qualitative governance enhancements that support long-term strategic oversight and alignment with shareholder interests.

This targeted amendment reflects regulatory compliance and transparency priorities, particularly in areas like director independence and compensation practices, which are vital for maintaining investor confidence amid operational challenges in the wellness sector. No subsequent events or restatements are noted, preserving the integrity of the original financial narrative.