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Board exit leads XPEL, Inc. (XPEL) director to forfeit 1,765 RSUs

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Thornton Mark Andrew reported disposition transactions in this Form 4 filing.

XPEL, Inc. director Mark Andrew Thornton reported the forfeiture of 1,765 restricted stock units previously granted under the XPEL 2020 Equity Incentive Plan. The RSUs, scheduled to vest quarterly beginning September 10, 2026, were cancelled in full for no consideration upon his Board resignation effective July 30, 2026, and no common shares were issued.

Positive

  • None.

Negative

  • None.
Insider Thornton Mark Andrew
Role Director
Type Security Shares Price Value
Other Restricted Stock Units F1, F2 1,765 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct)
Footnotes (2)
  1. F1. Represents the forfeiture of 1,765 restricted stock units (RSUs) previously granted to the reporting person on June 10, 2026 pursuant to the XPEL 2020 Equity Incentive Plan. The RSUs were scheduled to vest in four equal quarterly installments of 441 units each (with a final installment of 442 units) commencing on September 10, 2026, subject to continued service through each vesting date. As a result of the reporting person's resignation from the Board of Directors effective July 30, 2026, all 1,765 RSUs were forfeited to the Company in their entirety, unvested, for no consideration. No shares of common stock were issued in connection with this transaction.
  2. F2. The RSUs were forfeited prior to any vesting event. The concepts of "date exercisable" and "expiration date" are not applicable as the award was cancelled in full upon the reporting person's termination of service before the first vesting date of September 10, 2026.
Restricted stock units forfeited 1,765 units Unvested RSUs forfeited to the company upon Board resignation effective July 30, 2026
Original RSU grant date June 10, 2026 Grant date of the 1,765 RSUs under the XPEL 2020 Equity Incentive Plan
First scheduled vesting date September 10, 2026 RSUs were scheduled to begin vesting on this date in quarterly installments
Quarterly vesting installment size 441 units Three scheduled quarterly installments of 441 RSUs each before a final 442-unit installment
Final vesting installment size 442 units Final scheduled quarterly installment for the RSU award, which never vested
Common shares issued from transaction 0 shares No XPEL common stock was issued in connection with the RSU forfeiture
Restricted Stock Units financial
"Represents the forfeiture of 1,765 restricted stock units (RSUs) previously granted"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
XPEL 2020 Equity Incentive Plan financial
"previously granted to the reporting person on June 10, 2026 pursuant to the XPEL 2020 Equity Incentive Plan"
forfeiture financial
"Represents the forfeiture of 1,765 restricted stock units (RSUs) previously granted"
vesting date financial
"subject to continued service through each vesting date"
expiration date financial
"The concepts of "date exercisable" and "expiration date" are not applicable"
The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Mark Andrew Thornton report in his XPEL (XPEL) Form 4 filing?

He reported the forfeiture of 1,765 restricted stock units (RSUs) previously granted under the XPEL 2020 Equity Incentive Plan. The RSUs were unvested and were cancelled in full, for no consideration, when he resigned from XPEL’s Board of Directors effective July 30, 2026.

How many RSUs did the XPEL (XPEL) director forfeit in this Form 4?

The filing states that Mark Andrew Thornton forfeited 1,765 restricted stock units. These RSUs were originally granted on June 10, 2026 and were subject to a quarterly vesting schedule, but all units were cancelled before any vesting occurred due to his Board resignation.

Why were Mark Andrew Thornton’s XPEL (XPEL) RSUs forfeited?

The RSUs were forfeited because of his resignation from the Board of Directors effective July 30, 2026. The award required continued service through each vesting date, and his termination of service before the first vesting date caused all 1,765 unvested RSUs to be cancelled.

Were any XPEL (XPEL) common shares issued from the forfeited RSUs?

No. The Form 4 explicitly states that no shares of common stock were issued in connection with this transaction. All 1,765 restricted stock units were forfeited to the company in their entirety, unvested, and for no consideration upon his termination of service.

What was the vesting schedule for the forfeited XPEL (XPEL) RSUs?

The 1,765 RSUs were scheduled to vest in four quarterly installments: 441 units each for the first three installments and 442 units for the final one. Vesting was to commence on September 10, 2026 and required continued service through each vesting date.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Thornton Mark Andrew

(Last)(First)(Middle)
711 BROADWAY
SUITE 320

(Street)
SAN ANTONIO TEXAS 78215

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
XPEL, Inc. [ XPEL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)$007/30/2026J1,765 (2) (2)Common Stock1,765$00D
Explanation of Responses:
1. Represents the forfeiture of 1,765 restricted stock units (RSUs) previously granted to the reporting person on June 10, 2026 pursuant to the XPEL 2020 Equity Incentive Plan. The RSUs were scheduled to vest in four equal quarterly installments of 441 units each (with a final installment of 442 units) commencing on September 10, 2026, subject to continued service through each vesting date. As a result of the reporting person's resignation from the Board of Directors effective July 30, 2026, all 1,765 RSUs were forfeited to the Company in their entirety, unvested, for no consideration. No shares of common stock were issued in connection with this transaction.
2. The RSUs were forfeited prior to any vesting event. The concepts of "date exercisable" and "expiration date" are not applicable as the award was cancelled in full upon the reporting person's termination of service before the first vesting date of September 10, 2026.
Remarks:
/s/ Barry R. Wood, XPEL Senior Vice President/CFO (Attorney-in-Fact)07/31/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)