XWELL (XWEL) investor relations material

Executive summary

• The annual meeting will be held virtually on December 18, 2025, with stockholders able to participate, vote, and submit questions online.

• Stockholders of record as of November 6, 2025, are eligible to vote on key proposals, including director elections, auditor ratification, executive compensation, board classification, a reverse stock split, share issuance, and potential adjournment.

• The Board unanimously recommends voting in favor of all proposals and for a triennial (every three years) say-on-pay frequency.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying CBIZ CPAs P.C. as auditor, approving executive compensation, setting say-on-pay frequency, classifying the board, authorizing a reverse stock split, approving share issuance under Nasdaq rules, and authorizing adjournment if needed.

• The Board recommends voting “FOR” all proposals and “EVERY THREE YEARS” for say-on-pay frequency.

• The reverse stock split proposal allows a ratio between 1-for-2 and 1-for-20, at the Board’s discretion, to maintain Nasdaq listing compliance.

• The issuance proposal seeks approval for potential issuance of more than 20% of outstanding shares in connection with convertible securities and warrants.

Board of directors and corporate governance

• The Board consists of five members, with a majority qualifying as independent under Nasdaq standards.

• Committees include Audit, Compensation, Nominating and Corporate Governance, Strategic Affairs, and a Finance Subcommittee.

• A board classification amendment is proposed to divide directors into two classes with staggered two-year terms, enhancing continuity and anti-takeover protections.

• All directors attended over 75% of meetings, except one.