xpel-20260219

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

February 19, 2026

Date of Report (date of earliest event reported)

XPEL, INC.

(Exact name of registrant as specified in its charter)


Nevada	001-38858		20-1117381
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)

711 Broadway, Suite 320		78215
San Antonio	Texas
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (210) 678-3700

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	XPEL	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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						Second Amendment to Amended and Restated Bylaws
99.1						Amendment No.1 to XPEL, Inc. Second Amended and Restated Insider Trading Policy

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

Exhibit 3.1

XPEL, INC.

SECOND AMENDMENT TO AMENDED AND RESTATED BYLAWS

(February 19, 2026)

Section 3.5 of the Amended and Restated Bylaws of the Corporation is amended to read, in its entirety, as follows:

“3.5 Removal and Resignation of Directors. Subject to the Nevada Revised Statutes, including NRS 78.335, and subject to any rights of the holders of preferred stock, if any, and except as otherwise provided by applicable law, any director or the entire Board of Directors may be removed from office only 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 Corporation’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 Whole Board at a meeting of the Board of Directors called expressly for that purpose. For purposes of this Section, “Whole Board” means the total number of authorized directors whether or not there exist any vacancies or unfilled newly created directorships.

For purposes of this Section, “Cause” shall mean (i) a director’s conviction of or indictment for any crime (whether or not involving the Corporation) (A) constituting a felony or (B) that has, or could reasonably be expected to result in, an adverse impact on the performance of the director’s duties to the Corporation or otherwise has, or could reasonably be expected to result in, an adverse impact on the business or reputation of the Corporation; (ii) conduct of a director, in connection with his employment or service, that has, or could reasonably be expected to result in, material injury to the business or reputation of the Corporation; (iii) any material violation of the policies of the Corporation including, but not limited to, those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the; (iv) willful neglect in the performance of a director’s duties for the or willful or repeated failure or refusal to perform such duties; (v) acts of willful misconduct on the part of a director in the course of his employment or service that has, or could be reasonably expected to result in, material injury to the reputation or business of the Corporation; (vi) embezzlement, misappropriation or fraud committed by a director or at his direction, or with his personal knowledge, in the course of his employment or service, that has, or could be reasonably expected to result in, material injury to the reputation or business of the Corporation; (vii) a director’s breach of any material provision of any employment or service agreement that has, or could be reasonably expected to result in, material injury to the reputation or business of the Corporation, which breach is not susceptible to cure, or that is not cured within thirty (30) days after the director is given written notice of such breach by the Corporation; or (vii) a director has been declared incompetent by an order of a court of competent jurisdiction.”

Exhibit 99.1

XPEL, INC.

AMENDMENT NO.1 TO SECOND AMENDED AND RESTATED INSIDER TRADING POLICY

(February 19, 2026)

The section of the Second Amended and Restated Insider Trading Policy under the caption “Quarterly Trading Restrictions” is amended to read, in its entirety, as follows:

“Key Personnel may not conduct any transactions involving the Company’s Securities (other than as specified by this Policy), during a “Blackout Period” beginning the first day of the last calendar month prior to the end of each fiscal quarter and ending two full business days following the date of the public release of the Company’s earnings results for that quarter. In other words, Key Personnel may only conduct transactions in Company Securities during the “Window Period” beginning on the second business day following the public release of the Company’s quarterly earnings and ending the day immediately preceding the first day of the last two (2) calendar weeks of the calendar month prior to the end of each fiscal quarter.”