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

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Xponential Fitness, Inc. director and 10% owner Mark Grabowski received 4,096 deferred stock units (DSUs) of Class A Common Stock on January 1, 2026. The DSUs were granted as compensation for his services on the board of directors, are immediately vested, and were issued at a price of $0 per share. Following this grant, he beneficially owns 62,315 shares of Class A Common Stock directly.

In addition, he reports indirect beneficial ownership of 5,612,062 shares of Class A Common Stock through H&W Investco II LP, and 6,101,697 shares of Class B Common Stock through H&W Investco LP. He also indirectly holds 6,101,697 LLC Units in Xponential Holdings LLC, each of which may be redeemed, together with the cancellation of a share of Class B Common Stock, for one share of Class A Common Stock or a cash payment based on the volume weighted average market price of a share of Class A Common Stock. These LLC Units are fully vested and do not expire.

Positive

  • None.

Negative

  • None.
Insider Grabowski Mark
Role Director, 10% Owner
Type Security Shares Price Value
Grant/Award Class A Common Stock 4,096 $0.00 --
holding LLC Units in Xponential Holdings LLC -- -- --
holding Class A Common Stock -- -- --
holding Class B Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 62,315 shares (Direct); LLC Units in Xponential Holdings LLC — 6,101,697 shares (Indirect, H&W Investco LP); 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. Each LLC Unit in Xponential Holdings LLC may be redeemed for, together with the cancellation of a share of Class B Common Stock, one share of Class A Common Stock or a cash payment equal to the volume weighted average market price of one share of Class A Common Stock for each LLC Unit redeemed. The LLC Units are fully vested. The LLC Units do not expire.
Form 4 Insider Transactions: What Each Field Means →
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 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 X 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 4,096(1) A $0 62,315 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
LLC Units in Xponential Holdings LLC (3) (4) (4)(5) Class A Common Stock 6,101,697 6,101,697 I H&W Investco LP(2)
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.
3. Each LLC Unit in Xponential Holdings LLC may be redeemed for, together with the cancellation of a share of Class B Common Stock, one share of Class A Common Stock or a cash payment equal to the volume weighted average market price of one share of Class A Common Stock for each LLC Unit redeemed.
4. The LLC Units are fully vested.
5. The LLC Units do not expire.
/s/ John Meloun, as Attorney-in-Fact for Mark Grabowski 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Xponential Fitness (XPOF) report for Mark Grabowski?

The company reported that Mark Grabowski, a director and 10% owner, received 4,096 deferred stock units (DSUs) of Class A Common Stock on January 1, 2026. These were granted as compensation for his services on the board of directors and were issued at $0 per share.

How many Class A shares does Mark Grabowski own directly after this Form 4 for XPOF?

After the reported DSU grant, Mark Grabowski beneficially owns 62,315 shares of Class A Common Stock directly.

What are the LLC Units in Xponential Holdings LLC mentioned in the XPOF Form 4?

The Form 4 reports 6,101,697 LLC Units in Xponential Holdings LLC held indirectly through H&W Investco LP. Each LLC Unit may be redeemed, together with cancelling a share of Class B Common Stock, for one share of Class A Common Stock or for a cash payment equal to the volume weighted average market price of one share of Class A Common Stock. The units are fully vested and do not expire.

Why were the 4,096 DSUs granted to Mark Grabowski at Xponential Fitness (XPOF)?

The 4,096 deferred stock units were granted to Mark Grabowski for his services on the company’s board of directors. The filing states that these DSUs are immediately vested.

What roles does Mark Grabowski hold at Xponential Fitness (XPOF) according to this filing?

According to the disclosure, Mark Grabowski is a director of Xponential Fitness, Inc. and a 10% owner of the company.