XPEL Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
$XPEL
Industrial Specialties
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 3.03 Material Modification to Rights of Security Holders
(a) Please see Item 5.03 below.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 19, 2026, XPEL, Inc. (“XPEL” or the “Company”) amended its bylaws (the “Amendment”) to promote continuity in Board composition and allow directors to focus on long-term corporate interests by providing that directors may only be removed by the stockholders for cause and only by either (a) the affirmative vote of the holders of at least two‑thirds (2/3) of the voting power of the Company’s issued and outstanding shares entitled to vote generally in the election of directors, voting together as a single class, at a meeting of stockholders called expressly for that purpose, or (b) the affirmative vote of a majority of the Board at a meeting of the Board of Directors called expressly for that purpose.
The foregoing summary is qualified in its entirety by the copy of the Amendment attached hereto as Exhibit 3.1.
Item 8.01 Other Matters
On February 19, 2026, the Company amended its Insider Trading Policy to reduce the blackout period for key personnel to the last two (2) weeks of each calendar quarter rather than the last month of each calendar quarter.
The foregoing summary is qualified in its entirety by the copy of the amendment attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibit is to be filed as part of this Form 8-K:
| EXHIBIT NO. | IDENTIFICATION OF EXHIBIT | |||||||
| 3.1 | ||||||||
| 99.1 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| XPEL, Inc. | |||||
| Dated: February 25, 2026 | By: /s/ Barry R. Wood | ||||
| Barry R. Wood | |||||
| Senior Vice President and Chief Financial Officer | |||||