Pape Ryan 4

What Happened

• Pape Ryan, President, CEO and Director of XPEL, had equity awards convert/vest on June 19, 2026: 1,990 derivative units were exercised/converted and 3,026 restricted/performance-based stock units were issued, for a total of 5,016 shares acquired. To satisfy tax withholding, 1,222 shares were surrendered/disposed at $45.45 per share, generating $55,540 in cash proceeds (reported as payments of exercise/tax liability).

Key Details

• Transaction date: June 19, 2026; Form 4 filed June 23, 2026 (filed after the transaction; Form 4s are typically due within 2 business days, so this appears to be late).
• Shares involved: 5,016 shares acquired (1,990 via exercise/conversion; 3,026 via grant/award); 1,222 shares withheld/disposed for taxes (485 shares = $22,043; 737 shares = $33,497).
• Price for withholding/sale: $45.45 per share (used to calculate the cash value of shares surrendered for taxes).
• Footnotes: F1 — RSUs convert one-for-one into common shares; F2 — the PSUs were performance‑based (granted June 19, 2023) and vested due to achievement of performance objectives; F3 — the RSU grant referenced was originally 7,962 RSUs granted on June 19, 2023 with multi‑year vesting.
• Shares owned after the transaction: not provided in the filing.

Context

• This was primarily a vesting/conversion event (derivative exercise and grant/award) with a routine tax‑withholding disposition of shares (transaction code F). Such share withholding to satisfy taxes is common and generally considered an administrative, not a market‑timing, action.
• The PSUs were performance‑based and the filing indicates a portion vested upon meeting performance goals; the exercise/conversion entries reflect issuance rather than an open market buy or sale by the insider.