XPEL Insider Filing: CEO Ryan Pape Nets Additional Shares After RSU Vesting

Rhea-AI Filing Summary

Form 4 overview: XPEL, Inc. President & CEO Ryan Pape reported transactions dated 19 June 2025 involving both derivative and non-derivative equity.

• RSU vesting (Code M): 1,991 restricted stock units converted one-for-one into common shares.
• Tax withholding sale (Code F): 486 of those shares were automatically sold at $36.14 to satisfy withholding obligations.
• Net impact: Pape added 1,505 shares (1,991 acquired minus 486 sold) and now directly owns 1,074,085 XPEL common shares.
• Remaining equity incentives: 3,981 RSUs continue to be held after the transaction. These RSUs are part of a 7,962-unit grant made on 19 June 2023 under the XPEL 2020 Equity Incentive Plan, vesting in four equal annual tranches.

The filing indicates routine executive compensation activity rather than an open-market purchase or discretionary sale. No changes to Pape’s roles (Director, President & CEO) or to XPEL’s capital structure were disclosed.

Positive

• CEO retains a substantial stake of 1,074,085 shares after the transaction, reinforcing alignment with shareholders.
• Only 486 shares were sold, indicating the disposition was limited to tax withholding rather than discretionary selling.
• RSU vesting follows the approved 2020 Equity Incentive Plan, demonstrating adherence to shareholder-sanctioned compensation policies.

Negative

• 486 shares disposed at $36.14 slightly reduced insider ownership, though for withholding purposes.
• Derivative holdings now stand at 3,981 RSUs, reflecting a decrease in future potential share issuance compared with the original 7,962-unit grant.

Insights

Financial Analyst

TL;DR: Routine RSU vesting; CEO retains >1 M shares, minimal sale for taxes; neutral signal.

The transaction shows scheduled vesting of equity granted in 2023. Only 486 shares (≈24% of vested block) were sold to cover taxes at $36.14, leaving Pape with 1.07 million shares, underscoring long-term alignment. No open-market dispositions or large liquidity events occurred, so the market impact should be limited. The remaining 3,981 RSUs continue to incentivize performance through 2027. Overall, the filing neither materially strengthens nor weakens the investment case but confirms management’s ongoing equity stake.

Corporate Governance Expert

TL;DR: Filing confirms compliance with equity-plan schedule; no governance red flags detected.

The disclosure matches the vesting cadence approved by shareholders under the 2020 plan. The mix of Code M (conversion) and Code F (withholding) is standard practice and signals adherence to SEC Rule 16b-3. Continuing ownership above one million shares aligns CEO incentives with shareholder value. No 10b5-1 plan box was checked, suggesting the sale was strictly tax-related. Governance impact is neutral.

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)
06/19/2025

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	06/19/2025		M		1,991	A	(1)	1,074,571	D
Common Stock	06/19/2025		F		486	D	$36.14	1,074,085	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)	06/19/2025		M			1,991	(2)	(2)	Common Stock	1,991	$0	3,981	D

Explanation of Responses:

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

2. On June 19, 2023, the Reporting Person was granted 7,962 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	06/20/2025
	** 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.
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.

FAQ

How many XPEL (XPEL) shares did CEO Ryan Pape acquire on 19 June 2025?

1,991 common shares were acquired through RSU vesting.

What price were XPEL shares sold for tax withholding?

A total of 486 shares were sold at $36.14 per share.

What is Ryan Pape's total direct ownership after the Form 4 transaction?

He now directly owns 1,074,085 XPEL shares.

How many restricted stock units does the CEO still hold?

He retains 3,981 RSUs under the 2020 Equity Incentive Plan.

Was the sale executed under a Rule 10b5-1 trading plan?

The filing does not indicate use of a Rule 10b5-1 plan; the sale is coded F for tax withholding.