Xponential Fitness grants 8,278 deferred stock units

The director's 8,278 deferred stock units vested immediately, and his reported direct Class A holdings after the award were 97,205 shares.

Rhea-AI Filing Summary

Xponential Fitness, Inc. (XPOF) director and 10% owner Mark Grabowski acquired 8,278 deferred stock units (DSUs) for board service on October 1, 2026; the units vested immediately. He directly held 97,205 Class A common shares following the award. The reported indirect holdings were 5,612,062 Class A shares through H&W Investco II LP and 6,101,697 Class B shares through H&W Investco LP. Grabowski is the sole manager of their general partner and, through a wholly owned disregarded entity, its controlling member.

Insider Trade Summary

Grant/Award: 8,278 shares

Grant/Award 3 txns

Insider Grabowski Mark

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1	8,278	$0.00	$0.00
holding	Class A Common Stock F2	--	--	--
holding	Class B Common Stock F2	--	--	--

Holdings After Transaction: Class A Common Stock — 97,205 shares (Direct); 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 (2)

1. F1. 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. F2. 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

Deferred stock units granted: 8,278 units Direct Class A common shares: 97,205 shares Indirect Class A common shares: 5,612,062 shares +1 more

4 metrics

Deferred stock units granted 8,278 units For board service on October 1, 2026; immediately vested

Direct Class A common shares 97,205 shares Held following the October 1, 2026 award

Indirect Class A common shares 5,612,062 shares Held through H&W Investco II LP as of October 1, 2026

Indirect Class B common shares 6,101,697 shares Held through H&W Investco LP as of October 1, 2026

Key Terms

deferred stock units, vested, general partner, disregarded entity

4 terms

deferred stock units financial

"deferred stock units ("DSUs") granted"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

vested financial

"The DSUs are immediately vested."

general partner financial

"MGAG LLC is the general partner"

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.

disregarded entity technical

"through a wholly owned disregarded entity"

FAQ

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

How many XPOF deferred stock units did Mark Grabowski receive?

Mark Grabowski received 8,278 deferred stock units for board service on October 1, 2026, and they vested immediately.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/15/2026 - 12:55 PM EDT Accepted by SEC EDGAR 10/15/2026 - 12:55 PM EDT 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^*

Grabowski Mark

(Last) (First) (Middle)

17877 VON KARMAN AVE, SUITE 150

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)
10/01/2026

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	10/01/2026		A		8,278(1)	A	$0	97,205	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	10/15/2026
	** 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)