Xponential Fitness (XPOF) director Rachel Lee reports 2,731-share stock award

Rhea-AI Filing Summary

Xponential Fitness director Rachel Lee reported an equity award in the company. On January 1, 2026, she acquired 2,731 shares of Class A common stock at $0 per share, delivered as fully vested restricted stock units for her services on the board of directors. After this grant, she beneficially owns 15,922 Class A shares directly.

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^*

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. 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		2,731(1)	A	$0	15,922	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 Meloun, as Attorney-in-Fact for Rachel Lee	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).
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FAQ

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

Xponential Fitness reported that director Rachel Lee acquired 2,731 shares of Class A common stock on January 1, 2026, at $0 per share, as an equity award.

What is the nature of the shares reported for Rachel Lee at Xponential Fitness (XPOF)?

The 2,731 shares represent Class A common stock delivered under a restricted stock unit (RSU) award granted for her services on the board of directors, and the RSUs are fully vested.

How many Xponential Fitness (XPOF) shares does Rachel Lee own after this transaction?

Following the reported RSU-related acquisition, Rachel Lee beneficially owns 15,922 shares of Xponential Fitness Class A common stock, held directly.

Was the Xponential Fitness (XPOF) insider transaction a purchase for cash?

No. The filing shows the transaction price per share was $0, indicating the 2,731 shares were received as a stock-based award, not bought in the open market.

What role does Rachel Lee hold at Xponential Fitness (XPOF)?

Rachel Lee is identified in the filing as a director of Xponential Fitness and the RSU award was granted for her services on the board of directors.

Does the Form 4 show any derivative securities for Rachel Lee at Xponential Fitness (XPOF)?

The provided tables list only a non-derivative transaction in Class A common stock tied to RSUs, with no derivative securities reported in Table II in this excerpt.