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XPEL (XPEL) director exercises RSUs, reports indirect holdings via LLCs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

XPEL, Inc. director Richard K. Crumly reported routine equity compensation activity involving restricted stock units (RSUs). On June 16, 2026, he exercised RSUs into 532 shares of XPEL common stock at an exercise price of $0.00 per share, increasing his direct holdings to 5,866 common shares.

The filing also lists several indirect positions. These include 1,076,743 shares held by CARPE, LLC and 316,912 shares held by ADAMAS, LLC, entities where Mr. Crumly is described as a control person, and 15,500 shares held by his spouse, which he disclaims beneficial ownership of. A footnote states that the filing should not be deemed an admission that he is the beneficial owner of equity securities beyond his pecuniary interests.

Positive

  • None.

Negative

  • None.
Insider Crumly Richard K.
Role null
Type Security Shares Price Value
Exercise Restricted Stock Units 532 $0.00 --
Exercise Common Stock 532 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 5,866 shares (Direct, null); Common Stock — 316,912 shares (Indirect, See Footnotes)
Footnotes (1)
  1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of XPEL common stock. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. Crumly is or was, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of his pecuniary interests. Represents securities held by CARPE, LLC, of which Mr. Crumly is a control person. Represents securities held by ADAMAS, LLC, of which Mr. Crumly is a control person. Represents securities held by Mr. Crumly's spouse. Mr. Crumly disclaims beneficial ownership of such securities. On June 16, 2025, the Reporting Person was granted 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, these RSUs will vest in quarterly installments over a one year period with a final vesting date of June 16, 2026.
RSUs exercised 532 units Restricted Stock Units converted to common stock on June 16, 2026
Direct common shares after transaction 5,866 shares Direct XPEL common stock holdings following RSU exercise
CARPE, LLC holdings 1,076,743 shares XPEL common stock held indirectly through CARPE, LLC
ADAMAS, LLC holdings 316,912 shares XPEL common stock held indirectly through ADAMAS, LLC
Spouse’s holdings 15,500 shares XPEL common stock held by spouse; beneficial ownership disclaimed
RSU exercise price $0.00 per share Conversion price for 532 RSUs into XPEL common stock
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.
Rule 16a-1(a)(4) regulatory
"Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended..."
pecuniary interests financial
"...beneficial owner of any equity securities in excess of his pecuniary interests."
XPEL 2020 Equity Incentive Plan financial
"On June 16, 2025, the Reporting Person was granted RSUs pursuant to the XPEL 2020 Equity Incentive Plan..."
continuous service financial
"Provided the reporting person remains in continuous service, these RSUs will vest in quarterly installments..."
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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
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*
Crumly Richard K.

(Last)(First)(Middle)
PO BOX 460633

(Street)
SAN ANTONIO TEXAS 78246-0633

(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)
06/16/2026
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
Common Stock06/16/2026M532A(1)5,866D
Common Stock316,912ISee Footnotes(2)(3)
Common Stock1,076,743ISee Footnotes(2)(4)
Common Stock15,500ISee Footnotes(5)
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)06/16/2026M532 (6) (6)Common Stock532$00D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of XPEL common stock.
2. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. Crumly is or was, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of his pecuniary interests.
3. Represents securities held by CARPE, LLC, of which Mr. Crumly is a control person.
4. Represents securities held by ADAMAS, LLC, of which Mr. Crumly is a control person.
5. Represents securities held by Mr. Crumly's spouse. Mr. Crumly disclaims beneficial ownership of such securities.
6. On June 16, 2025, the Reporting Person was granted 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, these RSUs will vest in quarterly installments over a one year period with a final vesting date of June 16, 2026.
Remarks:
/s/ Richard K. Crumly06/18/2026
** 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)

FAQ

What insider transaction did Richard K. Crumly report at XPEL (XPEL)?

Richard K. Crumly reported exercising restricted stock units into 532 shares of XPEL common stock. This derivative exercise increased his directly held common shares to 5,866 and reflects routine equity compensation rather than an open-market purchase or sale.

How many XPEL shares does Richard K. Crumly hold directly after this Form 4?

After the RSU exercise, Richard K. Crumly holds 5,866 XPEL common shares directly. This position results from converting 532 restricted stock units at an exercise price of $0.00 per share, with no open-market buying or selling reported in this filing.

Does Richard K. Crumly disclaim beneficial ownership of any XPEL shares?

Yes. A footnote states the filing is not an admission that he beneficially owns equity securities beyond his pecuniary interests. It also clarifies that 15,500 shares are held by his spouse, and he expressly disclaims beneficial ownership of those securities.

How were the restricted stock units for XPEL structured for Richard K. Crumly?

Each restricted stock unit represents a contingent right to receive one XPEL common share. The RSUs were granted under the XPEL 2020 Equity Incentive Plan and convert into common stock upon vesting, as reflected by the 532 units exercised at an exercise price of $0.00.

What equity incentive plan governs Richard K. Crumly’s XPEL RSUs?

His restricted stock units were granted under the XPEL 2020 Equity Incentive Plan, which was approved by the board and stockholders. A footnote explains that, assuming continuous service, RSUs granted on June 16, 2025 vest quarterly through June 16, 2026.