Xpel Inc SEC Filings

XPEL, Inc. announced its consolidated financial results for the three and nine months ended September 30, 2025. The company furnished a press release with the details as Exhibit 99.1.

The information in this update is being furnished, not deemed filed, under the Exchange Act.

XPEL, Inc. amended its bylaws on October 28, 2025 to adopt exclusive forum provisions. Nevada’s Eighth Judicial District Court (or another Nevada state court if needed) is designated as the sole forum for internal corporate matters, including fiduciary duty and actions under NRS Chapters 78 or 92A, and for interpreting the articles or bylaws. U.S. federal district courts are designated as the sole forum for claims under the Securities Act of 1933 and the Securities Exchange Act of 1934.

XPEL, Inc. entered into a secured credit agreement providing up to $125 million of revolving loans and letters of credit, with borrowings priced at either a Base Rate or an Adjusted Term SOFR option. The facility charges a commitment fee of 0.20%–0.25% on unused commitments and a margin that varies by rate type and XPEL's Consolidated Total Leverage Ratio: 0.00%–0.50% for Base Rate loans and 1.00%–1.50% for Adjusted Term SOFR loans. The loans are secured by a first-priority security interest in material assets, subject to permitted encumbrances.

The agreement contains customary affirmative and negative covenants requiring maintenance of legal existence, delivery of financials, insurance, tax payment and limits on certain activities. Two financial covenants apply quarterly: a Consolidated Total Leverage Ratio not to exceed 3.50:1 and a Consolidated Interest Coverage Ratio not to fall below 3.00:1. The filing defines key terms including Adjusted Term SOFR, Base Rate, Consolidated EBITDA and the covenant ratios.

Barry Wood, Senior Vice President/CFO of XPEL, Inc. (XPEL) reported transactions on 09/07/2025. He was credited with 1,095 restricted stock units (RSUs) that represent the contingent right to receive 1,095 shares of common stock; those RSUs were originally granted on 09/07/2022 and vest in four equal annual installments beginning on the first anniversary of the grant. The Form 4 also reports a disposition of 267 shares sold at $35.68 and an additional 1,095 RSUs recorded as acquired (code M), leaving the reporting person with 28,368 shares beneficially owned after the transactions.

Ryan Pape, President, CEO and Director of XPEL, Inc., reported transactions on 09/07/2025. He had 2,737 restricted stock units vest and was issued 2,737 shares, and separately disposed of 667 shares at $35.68 per share. After these transactions he beneficially owned 1,077,608 shares. The RSUs originated from a grant dated 09/07/2022 for 10,947 RSUs that vest in four equal annual installments, subject to continued service.

XPEL’s Q2-25 results show solid top-line momentum but modest margin pressure. Revenue rose 13.5% YoY to $124.7 million, lifted by 27.0% growth in window film and a 75% rebound in China. Product sales remained 76% of mix; service revenue grew 12.0%. Gross margin slipped 60 bps to 42.9% as higher dealership installation mix and marketing spend offset scale benefits. Operating income was essentially flat at $19.3 million (15.5% margin), while net income climbed 7.8% to $16.2 million; diluted EPS improved to $0.59 from $0.54.

For the first half, revenue advanced 14.2% to $228.5 million and net income increased 14.3% to $24.8 million ($0.90 EPS). Operating cash flow jumped 42% to $31.1 million, driving cash & equivalents to $49.6 million versus $22.1 million at year-end. The $125 million revolver and CAD $4.5 million Canadian facility remained undrawn, leaving net cash positive and leverage covenants well inside limits. Inventory was reduced 6% sequentially, and goodwill rose to $46.5 million after small acquisitions. Management highlights expanding international demand, particularly in Asia-Pacific, but notes higher tax rates (20.3% vs. 18.8%) and tariff uncertainty as headwinds.

Form 4 overview: XPEL, Inc. President & CEO Ryan Pape reported transactions dated 19 June 2025 involving both derivative and non-derivative equity.

• RSU vesting (Code M): 1,991 restricted stock units converted one-for-one into common shares.
• Tax withholding sale (Code F): 486 of those shares were automatically sold at $36.14 to satisfy withholding obligations.
• Net impact: Pape added 1,505 shares (1,991 acquired minus 486 sold) and now directly owns 1,074,085 XPEL common shares.
• Remaining equity incentives: 3,981 RSUs continue to be held after the transaction. These RSUs are part of a 7,962-unit grant made on 19 June 2023 under the XPEL 2020 Equity Incentive Plan, vesting in four equal annual tranches.

The filing indicates routine executive compensation activity rather than an open-market purchase or discretionary sale. No changes to Pape’s roles (Director, President & CEO) or to XPEL’s capital structure were disclosed.