Xponential director awarded 3,763 RSUs

Lee Rachel H. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Lee Rachel H. reported acquisition or exercise transactions in this Form 4 filing.

Xponential Fitness director Rachel H. Lee received an equity award of 3,763 shares of Class A common stock in the form of restricted stock units (RSUs). The award was granted for her services on the company’s board of directors, and the RSUs are fully vested.

Following this grant, she directly holds 19,685 shares of Class A common stock.

Insider Trade Summary

Grant/Award: 3,763 shares

Grant/Award 1 txn

Insider Lee Rachel H.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	3,763	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 19,685 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSU grant size: 3,763 shares Post-transaction holdings: 19,685 shares Grant price per share: $0.0000 per share

3 metrics

RSU grant size 3,763 shares Class A Common Stock RSU award to director on 2026-04-01

Post-transaction holdings 19,685 shares Total Class A Common Stock held directly after grant

Grant price per share $0.0000 per share Reported transaction price for RSU award

Key Terms

restricted stock units (RSUs), Class A Common Stock, board of directors

3 terms

restricted stock units (RSUs) financial

"Class A common stock subject to restricted stock units (RSUs) award"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

Class A Common Stock financial

"security_title: Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

board of directors financial

"RSUs award granted to the Reporting Person for services on the Issuer's board of directors"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Xponential Fitness (XPOF) report for Rachel H. Lee?

Xponential Fitness reported that director Rachel H. Lee received 3,763 shares of Class A common stock through a restricted stock unit (RSU) award. The grant was provided as compensation for her services on the company’s board of directors and is fully vested.

How many Xponential Fitness (XPOF) shares does Rachel H. Lee hold after this Form 4?

After the reported transaction, Rachel H. Lee directly holds 19,685 shares of Xponential Fitness Class A common stock. This total includes the 3,763 fully vested RSUs that were granted to her for service on the company’s board of directors.

Was the Xponential Fitness (XPOF) Form 4 transaction a market purchase or sale?

The Form 4 transaction was not a market purchase or sale. It reflects a grant of 3,763 restricted stock units (RSUs) of Class A common stock to director Rachel H. Lee as compensation for her board service, with no cash price per share reported.

What type of equity award did Xponential Fitness (XPOF) grant to Rachel H. Lee?

Rachel H. Lee received restricted stock units (RSUs) tied to Xponential Fitness Class A common stock. The filing states these RSUs were granted for her services on the board of directors and that the RSUs are fully vested at the time of reporting.

Does Rachel H. Lee hold Xponential Fitness (XPOF) shares directly or indirectly?

Rachel H. Lee holds her Xponential Fitness Class A common stock directly. The Form 4 lists her ownership type as direct for the 3,763-share RSU award, and shows total direct holdings of 19,685 shares following the grant.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/06/2026 - 07:54 AM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Lee Rachel H.

(Last) (First) (Middle)

17877 VON KARMAN AVE, SUITE 100

C/O XPONENTIAL FITNESS, INC.

(Street)

IRVINE CALIFORNIA 92614

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

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

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

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	04/01/2026		A		3,763(1)	A	$0	19,685	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/ Gavin O'Connor, as Attorney-in-Fact for Rachel Lee	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)