FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                       
1. Name and Address of Reporting Person * Adams Mark 2. Issuer Name and Ticker or Trading Symbol XPEL, Inc. [ XPEL ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)
711 BROADWAY ST, SUITE 320		 3. Date of Earliest Transaction (MM/DD/YYYY)
5/24/2023
(Street)
SAN ANTONIO, TX 78215		 4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
 6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
 Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  5/30/2023    S    26  D $70.30  2175945  D   
Common Stock  5/31/2023    S    23202  D $69.10 (1) 2152743  D   
Common Stock  6/1/2023    M    498  A $66.95 (2) 2153241  D   
Common Stock                 8010  I  by Austin Adams (son) (3)
Common Stock                 26500  I  by spouse IRA (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (2) 5/24/2023    A     1120       (5)  (5) Common Stock  1120  $71.43  1618  D   
Restricted Stock Units   (2) 6/1/2023    M        498    (6)  (6) Common Stock  498  $66.95  1120  D   

Explanation of Responses:
(1)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.10 to $61.13, 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 (1) to this Form 4.
(2)  Each restricted stock unit ("RSU") represents a contingent right to receive one share of XPEL common stock.
(3)  Mr. Adams has a power of attorney granting him voting and dispositive power over the shares set forth above.
(4)  Mr. Adams has voting and dispositive power over the shares set forth above.
(5)  On May 24, 2023, the Reporting Person was granted 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.
(6)  On March 3, 2023, the Reporting Person was granted 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Adams Mark
711 BROADWAY ST
SUITE 320
SAN ANTONIO, TX 78215		 X



Signatures
/s/ Babatunde Awodiran, XPEL General Counsel (Attorney-in-Fact) 6/1/2023
**Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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