Xponential CEO has 22,221 shares withheld for taxes

Xponential Fitness, Inc. (XPOF) reported an insider tax-withholding transaction by Chief Executive Officer Michael Nuzzo.

Rhea-AI Filing Summary

Xponential Fitness, Inc. (XPOF) reported an insider tax-withholding transaction by Chief Executive Officer Michael Nuzzo. On 2026-08-07, Nuzzo had 22,221 shares of Class A Common Stock withheld at $5.03 per share to cover tax obligations arising from the vesting of restricted stock units under the company’s equity incentive plan. The filing states this "mandatory withhold to cover" transaction was not a discretionary trade, and Nuzzo’s directly held stake after the withholding was 879,272 shares.

Insider Trade Summary

Tax Withholding: 22,221 shares

Tax Withholding 1 txn

Insider Nuzzo Michael

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1	22,221	$5.03	$112K

Holdings After Transaction: Class A Common Stock — 879,272 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares withheld for tax: 22,221 shares Withholding price per share: $5.03 per share Shares owned after transaction: 879,272 shares

3 metrics

Shares withheld for tax 22,221 shares Class A Common Stock withheld on 2026-08-07 to cover tax obligations

Withholding price per share $5.03 per share Price applied to shares withheld for tax on 2026-08-07

Shares owned after transaction 879,272 shares Directly held Class A Common Stock following the tax-withholding disposition

Key Terms

restricted stock units (RSUs), equity incentive plan, mandatory withhold to cover

3 terms

restricted stock units (RSUs) financial

"in connection with the vesting of Class A common stock subject to restricted stock units (RSUs)"

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.

equity incentive plan financial

"RSUs award granted pursuant to the Issuer's equity incentive plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

mandatory withhold to cover financial

"to be funded by a "mandatory withhold to cover" transaction"

FAQ

What insider transaction did XPOF report for CEO Michael Nuzzo on this Form 4?

The Form 4 reports that CEO Michael Nuzzo had 22,221 shares of XPOF Class A Common Stock withheld on 2026-08-07 to cover tax withholding obligations related to vesting restricted stock units.

Was the XPOF CEO’s Form 4 transaction a discretionary sale of shares?

No. The footnote states the disposition "does not represent a discretionary transaction" but a mandatory withhold to cover tax obligations in connection with the vesting of restricted stock units.

At what price were the XPOF shares withheld in the CEO’s tax transaction?

The shares were withheld at $5.03 per share in connection with covering tax withholding obligations tied to the vesting of restricted stock units granted under Xponential Fitness, Inc.’s equity incentive plan.

How many XPOF shares did CEO Michael Nuzzo hold after the reported transaction?

After the tax-withholding disposition, CEO Michael Nuzzo directly held 879,272 shares of Xponential Fitness, Inc. Class A Common Stock, as reported in the Form 4.

Did the XPOF Form 4 indicate use of a Rule 10b5-1 trading plan?

No. The document-level Rule 10b5-1 checkbox is unchecked, and the footnote characterizes the event as a mandatory tax-withholding transaction rather than a trading-plan sale.

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

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Available on EDGAR 08/28/2026 - 09:00 AM Accepted by SEC EDGAR 08/27/2026 - 08:57 PM 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^*

Nuzzo Michael

(Last) (First) (Middle)

17877 VON KARMAN AVE SUITE 150

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026

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	08/07/2026		F		22,221(1)	D	$5.03	879,272	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. 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/ Gavin O'Connor, as Attorney-in-Fact for Michael Nuzzo	08/27/2026
	** 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)