Xponential Fitness (XPOF) director gets 4,881 deferred stock units, updates holdings

Rhea-AI Filing Summary

Grabowski Mark reported acquisition or exercise transactions in this Form 4 filing.

Xponential Fitness director Mark Grabowski reported a compensation-related equity grant and updated holdings. He received 4,881 deferred stock units (DSUs) of Class A common stock for board service, at a stated price of $0.00 per share. The DSUs are immediately vested, increasing his directly held Class A common stock to 88,927 shares after the award. He also reports indirect holdings of 6,101,697 shares of Class B common stock through H&W Investco LP and 5,612,062 shares of Class A common stock through H&W Investco II LP, both controlled via MGAG LLC where he is the sole manager and controlling member.

Insights

Equity compensation analyst

Routine equity grant to director; no open‑market trading.

The filing shows Mark Grabowski, a director and 10% owner of Xponential Fitness, receiving 4,881 deferred stock units as board compensation. These DSUs are immediately vested and raise his directly held Class A common stock to 88,927 shares.

The grant is coded as an acquisition (A) rather than an open‑market purchase, so it reflects standard non-cash compensation, not a trading decision. Two additional lines simply restate large indirect holdings in Class A and Class B shares through H&W Investco entities, with no new buy or sell activity.

Overall, this is a routine, neutral compensation event that slightly increases direct ownership while leaving substantial indirect positions unchanged. It does not materially alter the broader ownership picture visible in this filing.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Grabowski Mark

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	4,881	$0.00	--
holding	Class A Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 88,927 shares (Direct, null); Class A Common Stock — 5,612,062 shares (Indirect, H&W Investco II LP); Class B Common Stock — 6,101,697 shares (Indirect, H&W Investco LP)

Footnotes (1)

1. Represents deferred stock units ("DSUs") granted to the Reporting Person for services on the Issuer's board of directors. The DSUs are immediately vested. MGAG LLC is the general partner of H&W Investco LP and H&W Investco II LP. Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC.

Key Figures

DSUs granted: 4,881 units Direct Class A holdings: 88,927 shares Indirect Class B holdings: 6,101,697 shares +2 more

5 metrics

DSUs granted 4,881 units Deferred stock units granted for board service; immediately vested

Direct Class A holdings 88,927 shares Class A common stock held directly after DSU grant

Indirect Class B holdings 6,101,697 shares Class B common stock via H&W Investco LP

Indirect Class A holdings 5,612,062 shares Class A common stock via H&W Investco II LP

Grant price per share $0.00 per share Stated price for 4,881 deferred stock units

Key Terms

deferred stock units ("DSUs"), Class A Common Stock, Class B Common Stock, general partner, +1 more

5 terms

deferred stock units ("DSUs") financial

"Represents deferred stock units ("DSUs") granted to the Reporting Person for services on the Issuer's board of directors."

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.

Class B Common Stock financial

"security_title": "Class B Common Stock""

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

general partner financial

"MGAG LLC is the general partner of H&W Investco LP and H&W Investco II LP."

A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

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Available on EDGAR 07/06/2026 - 03:25 PM Accepted by SEC EDGAR 07/06/2026 - 03:25 PM Learn about SEC filing dates

FAQ

What did Mark Grabowski report in this Form 4 for XPOF?

Mark Grabowski reported receiving 4,881 deferred stock units of Class A common stock as director compensation. The units are immediately vested and increase his directly held Class A stake to 88,927 shares following the award.

Is the XPOF Form 4 transaction a market buy or sell?

The Form 4 shows an acquisition coded as a grant, not a market trade. Grabowski received 4,881 deferred stock units as equity compensation, with no open-market buying or selling reported in this filing.

How many Xponential Fitness Class A shares does Grabowski now hold directly?

After the reported grant, Grabowski directly holds 88,927 shares of Xponential Fitness Class A common stock. This total includes the 4,881 deferred stock units that were granted and are immediately vested for his board service.

What indirect XPOF holdings are reported through H&W Investco entities?

The filing lists 6,101,697 shares of Class B common stock held indirectly through H&W Investco LP and 5,612,062 shares of Class A common stock held indirectly through H&W Investco II LP, both controlled via MGAG LLC managed by Grabowski.

What are deferred stock units (DSUs) in the XPOF Form 4 filing?

Deferred stock units are equity awards that track the value of company shares and are often used for director compensation. Here, 4,881 DSUs were granted to Grabowski for board service and are immediately vested as Class A common stock equivalents.

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^*

Grabowski Mark

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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	07/01/2026		A		4,881(1)	A	$0	88,927	D
Class A Common Stock								5,612,062	I	H&W Investco II LP(2)
Class B Common Stock								6,101,697	I	H&W Investco LP(2)

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 deferred stock units ("DSUs") granted to the Reporting Person for services on the Issuer's board of directors. The DSUs are immediately vested.

2. MGAG LLC is the general partner of H&W Investco LP and H&W Investco II LP. Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC.

	/s/ Gavin O'Connor, as Attorney-in-Fact for Mark Grabowski	07/06/2026
	** 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)