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XPEL, Inc.

For the period ended Jun 10, 2026. Filed Apr 30, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 10, 2026 · Filed Apr 30, 2026

XPEL$38.39-4.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to § 240.14a-12

(Name of Registrant as Specified in its Charter)

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711 Broadway St.

Suite 320

San Antonio, TX 78215

(210) 678-3700

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 10, 2026

To the Stockholders of XPEL, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of XPEL, Inc. (“XPEL” or the “Company”) will be held via live webcast atwww.cstproxy.com/XPEL/2026 on June 10, 2026 at 10:00 a.m. Central Time,

(1) To elect as directors to the XPEL Board of Directors the five nominees named below:

Ryan L. Pape

Stacy L. Bogart

Richard K. Crumly

Michael A. Klonne

John F. North

Mark A. Thornton

(2) To ratify the appointment of Deloitte & Touche LLP as XPEL’s independent registered public accounting firm for the year ended December 31, 2026;

(3) To approve, on an advisory basis, the compensation of the Company’s named executive officers; and

(4) To consider such other business as may properly come before the Annual Meeting and any adjournment(s) thereof.

Your Board recommends that you vote FOR the nominees named in Proposal 1 and FOR Proposals 2 and 3.

The Board of Directors has fixed the close of business on April 15, 2026 as the record date for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. Only stockholders of record at the close of business on April 15, 2026 will be entitled to vote at the Annual Meeting and any adjournments or postponements thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at our offices, 711 Broadway, Suite 320, San Antonio, TX 78215 for ten days prior to the Annual Meeting. If you would like to review the stockholder list, please call our Investor Relations department at (210) 678-3700 to schedule an appointment.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting, we encourage you to vote your shares promptly by using the Internet or your Tablet or Smart Phone, following the instructions provided in the Notice of Internet Availability of Proxy Materials, or by signing and returning the proxy card mailed to those who receive paper copies of the accompanying proxy statement.

By Order of the Board of Directors,

/s/ Barry R. Wood

Barry R. Wood

SECRETARY

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders

to be held June 10, 2026:

This proxy statement, the form of proxy card and our 2025 Annual Report on Form 10-K are

available athttps://www.cstproxy.com/xpel/2026, which does not have “cookies” that identify visitors to the site.

TABLE OF CONTENTS

PROXY STATEMENT1
Record Date; Shares Entitled To Vote; Quorum1
Votes Required2
Voting of Proxies2
Revocability of Proxies3
Deadline for Voting by Proxy3
Solicitation of Proxies3
Householding4
PROPOSAL ONE ELECTION OF DIRECTORS5
Board of Directors and Executive Officers5
Corporate Governance7
Board Oversight of Risk Management9
Compensation Committee Interlocks and Insider Participation10
Code of Ethics10
Stockholder Communications with the Board10
Nominations10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT12
Delinquent Section 16(a) Reports13
Insider Trading and Hedging Policy13
EXECUTIVE COMPENSATION15
Compensation Discussion and Analysis15
COMPENSATION COMMITTEE REPORT22
COMPENSATION OF NAMED EXECUTIVE OFFICERS OF THE COMPANY23
Summary Compensation Table23
Grants of Plan-Based Awards24
Outstanding Equity Awards At Fiscal Year End24
Option Exercises And Stock Vested25
Pension Benefits25
Non-Qualified Deferred Compensation25
Potential Payments Upon Termination or Change in Control25
CEO Pay Ratio28
Compensation of Directors28
Director Stock Ownership Guidelines29
PAY VERSUS PERFORMANCE30
Relationship Between Financial Measures and Compensation Actually Paid32
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS34
Review, Approval, or Ratification of Transactions with Related Persons34
Transactions with Related Persons in 202534
PROPOSAL TWO RATIFICATION OF APPOINTMENT OF REGISTERED PUBLIC ACCOUNTING FIRM35
AUDIT COMMITTEE REPORT36
FEES PAID TO AUDITORS37

i

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PERFORMED BY INDEPENDENT REGISTERED ACCOUNTING FIRM37
PROPOSAL THREE ADVISORY VOTE ON EXECUTIVE COMPENSATION38
STOCKHOLDER PROPOSALS FOR 2027 XPEL ANNUAL MEETING39
OTHER MATTERS41

ii

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.