XPOF insider Form 4 shows 137,851 Class A RSU award

Rhea-AI Filing Summary

Xponential Fitness, Inc. (XPOF) disclosed that an officer received a new equity award in the form of restricted stock units. On 11/24/2025, the reporting person acquired 137,851 shares of the company’s Class A common stock at a price of $0, reported as an award rather than an open‑market purchase. These shares are subject to vesting conditions and are held directly.

The award consists of RSUs that convert into Class A common stock over time. The RSUs are scheduled to vest in three equal installments of 33.33% each year on the anniversaries of November 14, 2025, 2026, and 2027, provided the officer remains employed through each vesting date. The reporting person’s role is identified as Chief Legal Counsel and Administrative Officer, highlighting this as part of executive equity compensation.

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

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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^*

O'Connor Gavin M.

(Last) (First) (Middle)

17877 VON KARMAN AVE SUITE 100

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2025

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	11/24/2025		A		137,851(1)	A	$0	137,851	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 Issuer's Class A common stock subject to restricted stock units (RSUs). The RSUs shall vest with respect to 33.33% of shares subject to such RSUs on each of the three anniversaries of November 14, 2025, in each case subject to the Reporting Person's continued employment through such vesting date.

Remarks:

The reporting person's title is Chief Legal Counsel and Administrative Officer.

	/s/ John P Meloun, as Attorney-in-Fact for Gavin O'Connor	11/26/2025
	** 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 insider transaction did Xponential Fitness (XPOF) report in this Form 4?

The company reported that an officer acquired 137,851 shares of Class A common stock through a grant of restricted stock units (RSUs) on 11/24/2025 at a stated price of $0 per share.

How do the new RSUs at Xponential Fitness (XPOF) vest?

The RSUs vest in three equal annual installments of 33.33% of the granted shares on each of the three anniversaries of November 14, 2025, subject to the officer’s continued employment through each vesting date.

Who is the reporting person in this Xponential Fitness (XPOF) insider filing and what is their role?

The reporting person is an officer of Xponential Fitness with the title Chief Legal Counsel and Administrative Officer, as disclosed in the remarks section.

Are the 137,851 Xponential Fitness (XPOF) shares acquired through an open market purchase?

No. The 137,851 shares are underlying restricted stock units granted at a reported price of $0, indicating an equity award rather than an open‑market transaction.

How many Xponential Fitness (XPOF) shares does the officer own after this RSU grant?

Following the reported transaction, the officer is shown as beneficially owning 137,851 shares of Class A common stock in direct ownership form.