XPEL, Inc. — Director's Dealing 2023

Jun 2, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPEL, Inc. (XPEL)
CIK: 0001767258
Period of Report: 2023-05-24

Reporting Person: Crumly Richard K. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-06-01	Common Stock	M	498	—	Acquired	498	Direct
2023-06-01	Common Stock	S	10000	$70.04	Disposed	398668	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-24	Restricted Stock Units	$0	A	1120	Acquired		Common Stock (1120)	Direct
2023-06-01	Restricted Stock Units	$0	M	498	Disposed		Common Stock (498)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1076743	Indirect
Common Stock	15500	Indirect

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of XPEL common stock.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on August 26, 2022 by the Reporting Person.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.01 to $70.12, inclusive. The Reporting Person undertakes to provide to XPEL, Inc., any security holder of XPEL, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

F4: 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.

F5: Represents securities held by CARPE, LLC, of which Mr. Crumly is a control person.

F6: Represents securities held by ADAMAS, LLC, of which Mr. Crumly is a control person.

F7: Represents securities held by Mr. Crumly's spouse. Mr. Crumly disclaims beneficial ownership of such securities.

F8: On May 24, 2023, the Reporting Person was granted 1,120 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 May 24, 2024.

F9: On March 3, 2023, the Reporting Person was granted 498 RSUs pursuant to the XPEL 2020 Equity Incentive Plan which was approved by the Board of Directors and stockholders. These RSUs vested on June 1, 2023.