Xponential Fitness (XPOF) director Haase reports 3,398-share RSU award

Rhea-AI Filing Summary

Xponential Fitness director Bruce N. Haase reported an award of 3,398 shares of Class A common stock on January 1, 2026. The shares relate to a restricted stock unit grant for his services on the company’s board of directors and are fully vested, meaning they are no longer subject to vesting conditions. The award was recorded at a price of $0 per share, reflecting that it is equity compensation rather than an open-market purchase. Following this grant, Haase beneficially owns 102,859 shares of Xponential Fitness Class A common stock in direct ownership.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HAASE BRUCE N

(Last) (First) (Middle)

17877 VON KARMAN AVE, SUITE 100

C/O XPONENTIAL FITNESS, INC.

(Street)

IRVINE CA 92614

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Class A Common Stock	01/01/2026		A		3,398(1)	A	$0	102,859	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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

Explanation of Responses:

1. Represents the Issuers Class A common stock subject to restricted stock units (RSUs) award granted to the Reporting Person for services on the Issuer's board of directors. The RSUs are fully vested.

	/s/ John P Meloun, as Attorney-in-Fact for Bruce N. Haase	01/07/2026
	** 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 Number.

FAQ

What insider transaction did Xponential Fitness (XPOF) report for Bruce N. Haase?

The filing shows that director Bruce N. Haase received an award of 3,398 shares of Xponential Fitness Class A common stock on January 1, 2026 as part of his board compensation.

How many Xponential Fitness (XPOF) shares does Bruce N. Haase own after this transaction?

After the reported award, Bruce N. Haase beneficially owns 102,859 shares of Xponential Fitness Class A common stock in direct ownership.

Was the XPOF insider award to Bruce N. Haase an open-market purchase?

No. The 3,398 shares represent Class A common stock issued from a restricted stock unit (RSU) award for board service, recorded at a price of $0 per share, not an open-market purchase.

Are the RSUs reported for Xponential Fitness (XPOF) director Bruce N. Haase vested?

Yes. The footnote explains that the award consists of Xponential Fitness Class A common stock subject to RSUs that are fully vested for Bruce N. Haase’s service on the board.

Is Bruce N. Haase a director or officer of Xponential Fitness (XPOF) in this filing?

In this insider filing, Bruce N. Haase is identified as a director of Xponential Fitness, Inc. He is not listed as an officer or 10% owner.

Is the reported XPOF insider transaction held directly or indirectly by Bruce N. Haase?

The filing states that the 102,859 shares of Class A common stock, including the 3,398-share award, are held in direct ownership by Bruce N. Haase.