Xponential Fitness CLO reports 26,425-share tax withholding at $7.59

Rhea-AI Filing Summary

Xponential Fitness (XPOF) insider update: Chief Legal Officer Andrew Hagopian reported a tax-withholding transaction coded “F” on 10/09/2025. The filing shows 26,425 shares of Class A common stock were withheld at $7.59 per share to cover taxes upon the vesting of shares subject to RSUs under the company’s equity plan. The filing notes this was a ”mandatory withhold to cover” and not a discretionary sale.

After the transaction, Hagopian beneficially owns 218,186 Class A shares directly, and 8,800 shares indirectly through the Hagopian Family Trust dated February 4, 2016.

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).

1. Name and Address of Reporting Person^*

Hagopian Andrew

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2025

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	10/09/2025		F		26,425(1)	D	$7.59	218,186	D
Class A Common Stock								8,800	I	Hagopian Family Trust dated February 4, 2016

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. The disposition reported on this Form 4 represents shares withheld to cover tax withholding obligations in connection with the vesting of Class A common stock subject to restricted stock units (RSUs) award granted pursuant to the Issuer's equity incentive plan. The disposition was to satisfy tax withholding obligations to be funded by a "mandatory withhold to cover" transaction and does not represent a discretionary transaction by the reporting person.

	/s/ John Meloun, as Attorney-in-Fact for Andrew Hagopian	10/11/2025
	** 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 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 did XPOF report in this Form 4?

A tax-withholding transaction (code F) where 26,425 Class A shares were withheld at $7.59 on 10/09/2025 related to RSU vesting.

Why were the 26,425 shares withheld?

To satisfy tax withholding obligations tied to the vesting of shares subject to RSUs under the equity incentive plan; it was a mandatory withhold to cover.

Was this a discretionary sale by the insider?

No. The filing states the disposition does not represent a discretionary transaction by the reporting person.

How many XPOF shares does the insider now hold directly and indirectly?

Direct beneficial ownership is 218,186 shares; indirect beneficial ownership is 8,800 shares via the Hagopian Family Trust dated February 4, 2016.

Who is the reporting person and role at XPOF?

The reporting person is Andrew Hagopian, who serves as Chief Legal Officer.

What does transaction code “F” indicate?

Code “F” indicates shares withheld by the issuer to cover taxes due upon vesting or exercise, here tied to RSU vesting.