07/31/2026 | Press release | Distributed by Public on 07/31/2026 16:14
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units(1) | $ 0 | 07/30/2026 | J | 1,765 | (2) | (2) | Common Stock | 1,765 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Thornton Mark Andrew 711 BROADWAY SUITE 320 SAN ANTONIO, TX 78215 |
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| /s/ Barry R. Wood, XPEL Senior Vice President/CFO (Attorney-in-Fact) | 07/31/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |