XPEL (XPEL) limits director removal to cause and shortens insider blackout

Rhea-AI Filing Summary

XPEL, Inc. reported governance and compliance changes. The company amended its bylaws so directors may be removed only for cause, either by at least two‑thirds of the voting power of shares entitled to vote for directors at a stockholder meeting called for that purpose, or by a majority of the Board at a Board meeting called for that purpose. XPEL also amended its Insider Trading Policy, reducing the blackout period for key personnel from the last month of each calendar quarter to the last two weeks, while keeping trades limited to defined window periods after quarterly earnings releases.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

February 19, 2026

Date of Report (date of earliest event reported)

XPEL, INC.

(Exact name of registrant as specified in its charter)

Nevada			001-38858						20-1117381
(State or other jurisdiction of incorporation or organization)			(Commission File Number)						(I.R.S. Employer Identification No.)
711 Broadway, Suite 320						78215
San Antonio			Texas
(Address of Principal Executive Offices)						(Zip Code)

Registrant's telephone number, including area code: (210) 678-3700

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.001 per share			XPEL			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03 Material Modification to Rights of Security Holders

(a) Please see Item 5.03 below.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 19, 2026, XPEL, Inc. (“XPEL” or the “Company”) amended its bylaws (the “Amendment”) to promote continuity in Board composition and allow directors to focus on long-term corporate interests by providing that directors may only be removed by the stockholders for cause and only by either (a) the affirmative vote of the holders of at least two‑thirds (2/3) of the voting power of the Company’s issued and outstanding shares entitled to vote generally in the election of directors, voting together as a single class, at a meeting of stockholders called expressly for that purpose, or (b) the affirmative vote of a majority of the Board at a meeting of the Board of Directors called expressly for that purpose.

The foregoing summary is qualified in its entirety by the copy of the Amendment attached hereto as Exhibit 3.1.

Item 8.01 Other Matters

On February 19, 2026, the Company amended its Insider Trading Policy to reduce the blackout period for key personnel to the last two (2) weeks of each calendar quarter rather than the last month of each calendar quarter.

The foregoing summary is qualified in its entirety by the copy of the amendment attached hereto as Exhibit 99.1.

  Item 9.01. Financial Statements and Exhibits

    (d) Exhibits

The following exhibit is to be filed as part of this Form 8-K:

EXHIBIT NO.						IDENTIFICATION OF EXHIBIT
3.1						Second Amendment to Amended and Restated Bylaws
99.1						Amendment No.1 to XPEL, Inc. Second Amended and Restated Insider Trading Policy

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			XPEL, Inc.
Dated: February 25, 2026			By: /s/ Barry R. Wood
			Barry R. Wood
			Senior Vice President and Chief Financial Officer

Exhibit 99.1

XPEL, INC.

AMENDMENT NO.1 TO SECOND AMENDED AND RESTATED INSIDER TRADING POLICY

(February 19, 2026)

The section of the Second Amended and Restated Insider Trading Policy under the caption “Quarterly Trading Restrictions” is amended to read, in its entirety, as follows:

“Key Personnel may not conduct any transactions involving the Company’s Securities (other than as specified by this Policy), during a “Blackout Period” beginning the first day of the last calendar month prior to the end of each fiscal quarter and ending two full business days following the date of the public release of the Company’s earnings results for that quarter. In other words, Key Personnel may only conduct transactions in Company Securities during the “Window Period” beginning on the second business day following the public release of the Company’s quarterly earnings and ending the day immediately preceding the first day of the last two (2) calendar weeks of the calendar month prior to the end of each fiscal quarter.”

FAQ

What governance change did XPEL (XPEL) make to director removal rights?

XPEL changed its bylaws so directors can now be removed only for cause. Removal requires either a two‑thirds stockholder vote of shares entitled to elect directors or a majority vote of the Board at specially called meetings, promoting continuity in Board composition.

What stockholder vote is now required to remove an XPEL (XPEL) director?

Removing an XPEL director for cause now requires at least two‑thirds of the voting power of issued and outstanding shares entitled to vote in director elections. The vote must occur at a stockholder meeting called expressly for the purpose of director removal.

Can XPEL (XPEL) directors remove another director under the amended bylaws?

Yes. Under the amended bylaws, a director may be removed for cause by the affirmative vote of a majority of the Board of Directors. This action must occur at a Board meeting called expressly for the purpose of considering director removal.

How did XPEL (XPEL) change its insider trading blackout period for key personnel?

XPEL amended its Insider Trading Policy so key personnel face a blackout during the last two weeks of each calendar quarter. Previously, the blackout covered the entire last month, effectively shortening the time when trading in company securities is prohibited.

When may XPEL (XPEL) key personnel trade company securities under the new policy?

Key personnel may trade only during a window beginning on the second business day after public release of quarterly earnings and ending immediately before the first day of the last two calendar weeks of the month preceding quarter end, subject to all other policy restrictions.

What exhibits did XPEL (XPEL) file with this 8-K?

XPEL filed two exhibits: a Second Amendment to its Amended and Restated Bylaws as Exhibit 3.1, and Amendment No. 1 to its Second Amended and Restated Insider Trading Policy as Exhibit 99.1, which contains the detailed revised blackout and window period language.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 3.0 KB

Other Documents

• EX-3.1 EX-3.1 5.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB