XPEL CEO Exercises RSUs, Now Holds 1,076,941 Shares

Pape Ryan reported disposition transactions in this Form 4 filing.

Rhea-AI Filing Summary

Pape Ryan reported disposition transactions in this Form 4 filing.

XPEL, Inc. President and CEO Ryan Pape exercised 2,737 restricted stock units into common stock on September 7, 2025. In connection with this vesting, 667 shares of common stock were delivered at $35.6800 per share to satisfy tax liability. He now directly holds 1,076,941 shares of XPEL common stock. These RSUs were part of a 10,947-unit grant made on September 7, 2022 under the XPEL 2020 Equity Incentive Plan, which vests annually in four equal installments contingent on continuous service.

Insights

Financial Analyst

TL;DR: Insider vesting and a modest sale; ownership remains substantial at over 1.07 million shares.

These filings reflect routine equity compensation mechanics rather than market-moving insider activity. The receipt of 2,737 shares arises from scheduled vesting of RSUs granted in 2022 under the company equity plan. The reported sale of 667 shares at $35.68 reduces immediate holdings slightly but leaves the executive with a large position of 1,077,608 shares, indicating continued alignment with shareholder interests. No debt, litigation, or other financial metrics are disclosed here.

Corporate Governance Expert

TL;DR: Governance action appears routine: scheduled RSU vesting and a small open-market sale disclosed as required.

The Form 4 documents a standard compensation vesting event from a 2022 grant and a contemporaneous disposition. The RSU schedule—four equal annual installments—matches common executive equity practices. The filing includes required ownership disclosure and an authorized signature, fulfilling Section 16 reporting obligations. No indication of special arrangements, 10b5-1 plan checkbox, or unusual acceleration is present in the disclosure.

Insider Trade Summary

2,737 shares exercised/converted

Exercise 3 txns

Insider Pape Ryan

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,737	$0.00	$0.00
Exercise	Common Stock	2,737	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	667	$35.68	$24K

Holdings After Transaction: Restricted Stock Units — 2,737 contracts (Direct); Common Stock — 1,076,941 shares (Direct)

Footnotes (2)

1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of XPEL common stock.
2. F2. On September 7, 2022, the Reporting Person was granted 10,947 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.

Key Figures

RSUs Exercised: 2,737 shares Shares Withheld for Taxes: 667 shares Tax Withholding Price: $35.6800 per share +2 more

5 metrics

RSUs Exercised 2,737 shares Restricted stock units converted to common stock on September 7, 2025

Shares Withheld for Taxes 667 shares Common shares delivered at $35.6800 per share to satisfy tax liability

Tax Withholding Price $35.6800 per share Per-share price for the F-coded tax-withholding disposition of 667 shares

Post-Transaction Holdings 1,076,941 shares Direct common stock holdings of Ryan Pape after the reported transactions

RSUs Granted in 2022 10,947 units RSUs granted on September 7, 2022 under the XPEL 2020 Equity Incentive Plan

Key Terms

Restricted Stock Units, tax-withholding disposition, XPEL 2020 Equity Incentive Plan, continuous service

4 terms

Restricted Stock Units financial

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

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.

tax-withholding disposition financial

"Common Stock transaction coded "F" is described as a tax-withholding disposition."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

XPEL 2020 Equity Incentive Plan financial

"RSUs were granted pursuant to the XPEL 2020 Equity Incentive Plan which was approved by the Board of Directors and stockholders."

continuous service financial

"Provided the reporting person remains in continuous service, RSUs vest annually in four equal installments."

FAQ

What did XPEL (XPEL) CEO Ryan Pape report in this Form 4 filing?

Ryan Pape reported the exercise of 2,737 restricted stock units into common stock and a related tax-withholding disposition of 667 shares. After these transactions, he directly holds 1,076,941 shares of XPEL common stock, reflecting his updated ownership position.

How many XPEL (XPEL) restricted stock units did Ryan Pape exercise and into what did they convert?

Pape exercised 2,737 restricted stock units, each representing a contingent right to receive one share of XPEL common stock. As a result, those RSUs were converted into an equal number of common shares on September 7, 2025, increasing his direct stock holdings.

How many XPEL (XPEL) shares were withheld for taxes and at what price per share?

A total of 667 shares of XPEL common stock were delivered in a tax-withholding disposition at a price of $35.6800 per share. This transaction was coded "F", indicating payment of tax liability by delivering securities.

What is Ryan Pape’s current direct ownership in XPEL (XPEL) common stock after these transactions?

Following the reported RSU exercise and tax-withholding disposition, Ryan Pape directly owns 1,076,941 shares of XPEL common stock. This figure reflects his post-transaction holdings as reported in the canonical ownership data accompanying the Form 4.

When were the RSUs involved in this XPEL (XPEL) Form 4 originally granted and under what plan?

The RSUs were part of a grant of 10,947 units awarded to Ryan Pape on September 7, 2022 under the XPEL 2020 Equity Incentive Plan. These RSUs vest annually in four equal installments, contingent on Pape remaining in continuous service.

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Accepted by SEC EDGAR 09/09/2025 - 05:20 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
09/07/2025

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	09/07/2025		M		2,737	A	(1)	1,077,608	D
Common Stock	09/07/2025		F		667	D	$35.68	1,076,941	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)	09/07/2025		M			2,737	(2)	(2)	Common Stock	2,737	$0	2,737	D

Explanation of Responses:

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

2. On September 7, 2022, the Reporting Person was granted 10,947 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/ Ryan Pape	09/09/2025
	** 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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