XPOF Form 3: Rachel H. Lee Discloses 9,221 Class A Shares

Rhea-AI Filing Summary

Rachel H. Lee, a director of Xponential Fitness, Inc. (XPOF), reported beneficial ownership of 9,221 shares of Class A common stock on Form 3 dated 08/25/2025. The filing indicates the ownership is direct and the Form 3 was submitted by a single reporting person, signed by an attorney-in-fact on 08/27/2025.

Positive

• Disclosure of insider ownership consistent with SEC Section 16 reporting requirements
• Ownership is direct, simplifying transparency about the reporting person’s stake

Negative

• None.

Insights

Financial Analyst

TL;DR: Director Rachel H. Lee directly owns 9,221 Class A shares; disclosure is routine and non-material to company valuation.

The Form 3 notifies the market that a newly reporting insider, Director Rachel H. Lee, holds 9,221 shares of Class A common stock in Xponential Fitness (XPOF). The ownership is reported as direct and the filing appears to be an initial disclosure consistent with Section 16 requirements. There are no derivative positions, option grants, or other securities disclosed, and no information about purchase price or acquisition method is provided in the filing.

Corporate Governance Expert

TL;DR: Initial beneficial ownership filing is standard for a director; disclosure meets Section 16 formality without signaling governance changes.

The submission is a standard Form 3 confirming Rachel H. Lee's status as a director and her direct ownership of 9,221 Class A shares. The form is filed by one reporting person and executed by an attorney-in-fact. The filing contains no indications of related-party transactions, pledge arrangements, or indirect holdings that would raise governance concerns.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lee Rachel H.

(Last) (First) (Middle)

17877 VON KARMAN AVE, SUITE 100

C/O XPONENTIAL FITNESS, INC.

(Street)

IRVINE CA 92614

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/25/2025

3. Issuer Name and Ticker or Trading Symbol
Xponential Fitness, Inc. [ XPOF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	9,221	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ John Meloun, as Attorney-in-Fact for Rachel Lee	08/27/2025
	** 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 5 (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 Number.

FAQ

What did Rachel H. Lee report on her Form 3 for XPOF?

The Form 3 reports direct ownership of 9,221 Class A common shares in Xponential Fitness, Inc. (XPOF).

When is the reported event date on the Form 3?

The Date of Event requiring the statement is 08/25/2025 and the form was signed on 08/27/2025.

Does the Form 3 report any derivative securities for Rachel H. Lee?

No. The filing lists no derivative securities such as options, warrants, or convertible instruments.

Is the Form 3 filed jointly or by a single reporting person?

The Form 3 is filed by one reporting person (single filing).

What is Rachel H. Lee’s relationship to Xponential Fitness listed on the form?

She is listed as a Director of Xponential Fitness, Inc.