XPEL (XPEL) CEO exercises restricted stock units, uses share disposal for tax

Rhea-AI Filing Summary

XPEL, Inc. President and CEO Ryan Pape reported multiple equity transactions involving restricted stock units and common shares. On March 1, 2026, he acquired 3,566 and 5,608 restricted stock units through derivative exercises, which together delivered 9,174 shares of common stock at a stated price of $0 per share.

On the same date, 2,339 shares of common stock were disposed of at $42.62 per share to satisfy tax withholding obligations in connection with these equity awards. After these transactions, his directly owned common stock position was 1,083,776 shares.

SEC Form 4

FORM 4

UNITED 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

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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^*

Pape Ryan

(Last) (First) (Middle)

711 BROADWAY STREET

SUITE 320

(Street)

SAN ANTONIO TX 78215

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
XPEL, Inc. [ XPEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/01/2026		M		9,174	A	(1)	1,086,115	D
Common Stock	03/01/2026		F		2,339	D	$42.62	1,083,776	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/01/2026		M			3,566	(2)	(2)	Common Stock	3,566	$0	7,132	D
Restricted Stock Units	(1)	03/01/2026		M			5,608	(3)	(3)	Common Stock	5,608	$0	16,826	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of XPEL common stock.

2. On March 1, 2024, the Reporting Person was granted 14,264 RSUs pursuant to the XPEL 2020 Equity incentive plan which was approved by the Board of Directors and stockholders. Provided the reporting person remains in continuous service, RSUs vest annually in four equal installments beginning on the first anniversary of the grant.

3. On March 1, 2025, the Reporting Person was granted 22,434 RSUs pursuant to the XPEL 2020 Equity incentive plan which was approved by the Board of Directors and stockholders. Provided the reporting person remains in continuous service, RSUs vest annually in four equal installments beginning on the first anniversary of the grant.

Remarks:

	/s/ Barry R. Wood, XPEL Senior Vice President/CFO (Attorney-in-Fact)	03/03/2026
	** Signature of Reporting Person	Date
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.
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FAQ

What insider transactions did XPEL (XPEL) report for Ryan Pape?

XPEL reported that President and CEO Ryan Pape exercised restricted stock units converting into 9,174 common shares and disposed of 2,339 shares to cover taxes. These moves reflect routine equity award vesting and related tax withholding rather than open-market buying or selling.

Did XPEL CEO Ryan Pape buy or sell shares on the open market?

The filing shows no open-market purchases or sales. Shares were acquired through exercises of restricted stock units and a portion was disposed of to satisfy tax withholding obligations, which is a common mechanism tied to equity compensation rather than discretionary trading.

How many XPEL common shares does Ryan Pape own after these transactions?

Following the reported transactions, Ryan Pape directly owns 1,083,776 shares of XPEL common stock. This reflects the net effect of restricted stock unit conversions into common shares and the share disposition used to pay associated tax liabilities on March 1, 2026.

What are the restricted stock units mentioned in the XPEL Form 4 filing?

Each restricted stock unit represents a contingent right to receive one share of XPEL common stock. According to the filing, these RSUs were granted under the XPEL 2020 Equity Incentive Plan and vest in four equal annual installments, subject to continuous service requirements.

Were Ryan Pape’s XPEL restricted stock units part of a long-term incentive plan?

Yes. The filing states that RSUs granted on March 1, 2024 and March 1, 2025 were issued under the XPEL 2020 Equity Incentive Plan. They vest annually in four equal installments, beginning on the first anniversary of each grant, contingent on continued service.