[Form 4] Xponential Fitness, Inc. Insider Trading Activity

Rhea-AI Filing Summary

GoodRx Holdings, Inc. (GDRX) filed a Form 144 indicating the intent to sell 6,828 Class A shares through Merrill Lynch on or after 07/03/2025. The proposed sale represents approximately 0.0068% of the 100.3 million shares outstanding and has an estimated aggregate market value of $32,159.88. The shares were originally acquired in a private placement on 10/15/2015. Filers related to Spectrum VII funds sold a total of 10,677 Class A shares over the past three months for gross proceeds of $43,706.29. No other financial metrics, earnings data, or corporate developments are disclosed in this notice.

Insights

Equity Analyst

TL;DR: Very small insider sale; negligible dilution or signal—overall neutral impact.

The filing covers the planned sale of 6,828 Class A shares, a fraction of GoodRx’s float. At roughly $32 k in value, it is immaterial to market liquidity or corporate control. Insider‐related sales can sometimes flag sentiment shifts, but the miniscule size and routine Rule 144 disclosure suggest no meaningful read-through for broader investors. The prior 10,677-share sales by related Spectrum VII entities were similarly modest. In my view, the filing is non-impactful for valuation, credit, or governance considerations.

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
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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^*

HAASE BRUCE N

(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)
07/01/2025

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	07/01/2025		A		4,323(1)	A	$0	25,937	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 P Meloun, as Attorney-in-Fact for Bruce N. Haase	07/03/2025
	** 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

How many GoodRx (GDRX) shares are being sold under this Form 144?

The notice covers 6,828 Class A shares to be sold.

What percentage of GoodRx’s outstanding shares does the sale represent?

Approximately 0.0068% of the 100,300,165 shares outstanding.

When is the anticipated sale date for the shares?

The filer listed an approximate sale date of 07/03/2025.

What is the estimated market value of the proposed sale?

The aggregate market value is $32,159.88 based on the data provided.

Were there any recent sales by the same filer?

Yes. Spectrum VII funds sold 10,677 Class A shares on 06/06/2025 for gross proceeds of $43,706.29.