XPEL Amends Bylaws to Designate Nevada Courts as Exclusive Forum for Shareholder Litigation

XPEL, Inc.

On October 28, 2025, XPEL amended its bylaws to require that certain shareholder claims be brought exclusively in the Eighth Judicial District Court of Clark County, Nevada.
The amendment covers breach of fiduciary duty, internal corporate actions, and interpretations of the articles or bylaws.
It also designates federal district courts as the exclusive forum for claims under the Securities Act of 1933 and the Securities Exchange Act of 1934.
The changes were effective as of October 28, 2025, and the full Amendment is attached as Exhibit 3.1.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

XPEL, Inc.: Amended bylaws to designate exclusive forums for certain actions, including shareholder derivative claims and federal securities law claims (effective 2025-10-28).

Change: bylaw amendment
Effective: 2025-10-28

Exact text from the filing

On October 28, 2025, XPEL, Inc. (“XPEL” or the “Corporation”) amended its bylaws (the “Amendment”) to provide that the Eighth Judicial District Court of Clark County, Nevada (or, if the Eighth Judicial District Court of Clark County, Nevada does not have jurisdiction, any other state court located within the State of Nevada) shall be the sole and exclusive forum for any actions, suits or proceedings, whether civil, administrative or investigative (i) brought in the name or right of the Corporation or on its behalf, (ii) asserting a claim for breach of any fiduciary duty owed by any current or former director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any internal action (as defined in NRS 78.046) including any action asserting a claim against the Corporation arising pursuant to any provision of NRS Chapters 78 or 92A, the articles of incorporation or the Bylaws, or any agreement as to which the NRS confers jurisdiction on

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Source: SEC EDGAR

accession 0001767258-25-000061

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