XPEL 8-K updates bylaws, sets court venues for shareholder suits

Rhea-AI Filing Summary

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.

Insights

Corporate Governance Analyst

XPEL adopted exclusive-forum bylaws centralizing internal and securities claims in Nevada state and U.S. federal courts, respectively; governance change with litigation-channel effects.

XPEL, Inc. amended its bylaws on October 28, 2025 to add exclusive-forum provisions. Internal corporate claims must be brought in the Eighth Judicial District Court of Clark County, Nevada (or another Nevada state court if needed). Securities claims under the Securities Act or Exchange Act must be brought in U.S. federal district courts.

These provisions do not change economic terms, but they channel where disputes can be filed. Centralizing internal affairs in Nevada can reduce multi-forum litigation and increase procedural predictability. Routing federal securities claims to federal courts aligns with how such cases are often litigated and can limit parallel state actions.

Key dependencies include enforceability of forum clauses and any challenges to their scope. The governance impact begins on October 28, 2025. Items to monitor: any litigation testing these bylaws, whether courts accept the chosen forums, and future updates to the bylaws or articles. The amendment is filed as Exhibit 3.1.

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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

October 28, 2025

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 October 28, 2025, XPEL, Inc. (“XPEL” or the “Corporation”) amended its bylaws (the “Amendment”) to provide that the Eighth Judicial District Court of Clark County, Nevada (or, if the Eighth Judicial District Court of Clark County, Nevada does not have jurisdiction, any other state court located within the State of Nevada) shall be the sole and exclusive forum for any actions, suits or proceedings, whether civil, administrative or investigative (i) brought in the name or right of the Corporation or on its behalf, (ii) asserting a claim for breach of any fiduciary duty owed by any current or former director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any internal action (as defined in NRS 78.046) including any action asserting a claim against the Corporation arising pursuant to any provision of NRS Chapters 78 or 92A, the articles of incorporation or the Bylaws, or any agreement as to which the NRS confers jurisdiction on the district court of the State of Nevada, (iv) to interpret, apply, enforce or determine the validity of the articles of incorporation or the Bylaws or (v) asserting a claim governed by the internal affairs doctrine.

The Amendment also amended the Bylaws to provide that the federal district courts of the United States shall be the sole and exclusive forum for any claim arising under the Securities Act of 1933, as amended (the “Securities Act”), or any rule or regulation promulgated thereunder, or any claim arising under the Securities Exchange Act of 1934, as amended, or any rule or regulation promulgated thereunder.

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

  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						First Amendment to Amended and Restated Bylaws
104						Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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: November 4, 2025			By: /s/ Barry R. Wood
			Barry R. Wood
			Senior Vice President and Chief Financial Officer

FAQ

What did XPEL (XPEL) change in its bylaws?

XPEL added exclusive forum provisions naming Nevada courts for internal corporate claims and U.S. federal district courts for federal securities claims.

When did XPEL adopt the exclusive forum bylaws?

The amendments were adopted on October 28, 2025.

Which court is the exclusive forum for XPEL’s internal corporate claims?

The Eighth Judicial District Court of Clark County, Nevada, or another Nevada state court if that court lacks jurisdiction.

Which court handles XPEL’s federal securities law claims?

U.S. federal district courts are the sole forum for Securities Act and Exchange Act claims.

Where can investors read the exact bylaw changes?

See Exhibit 3.1 (First Amendment to Amended and Restated Bylaws).

Does this 8-K note a material modification to security holder rights?

Yes. Item 3.03 references the bylaw amendments detailed under Item 5.03.