XPOF CEO Withholds 14,480 Shares for Taxes; Retains 309,269 Stake

Form 4 overview – Xponential Fitness, Inc. (XPOF) On 06/17/2025, Chief Executive Officer Mark James King reported the automatic disposition of 14,480 Class A common shares at $7.84 per share.

Rhea-AI Filing Summary

Form 4 overview – Xponential Fitness, Inc. (XPOF)

On 06/17/2025, Chief Executive Officer Mark James King reported the automatic disposition of 14,480 Class A common shares at $7.84 per share. The transaction was coded “F,” indicating shares were withheld exclusively to satisfy payroll-tax obligations arising from the vesting of restricted stock units granted under the company’s equity incentive plan. Because the shares were withheld by the issuer, the event is not an open-market sale and carries no discretionary signal.

After the withholding, King directly owns 309,269 Class A shares. Based on the figures disclosed, his stake declined by roughly 14,480 shares, or about 4.5% of his previous holdings, but remains substantial.

• Approximate transaction value: $113,500.
• No derivative securities were exercised, acquired, or disposed.
• The filing contains no operational, earnings, or strategic information.

Investors generally view Rule 10b5-1 “F” code tax-withholding events as neutral; they do not reflect insider sentiment toward the company’s prospects.

Insights

Equity Analyst

TL;DR: Routine tax-withholding; neutral signal for XPOF investors.

The Form 4 shows a mandatory, non-discretionary share withholding tied to RSU vesting. Such “F” code events neither add supply to the market nor indicate bearish sentiment. Post-transaction ownership of 309,269 shares underscores the CEO’s continued alignment with shareholders. No change to the investment thesis or valuation model is warranted.

Corporate Governance Expert

TL;DR: Compliance filing; no corporate-governance red flags detected.

The filing satisfies Section 16 reporting obligations and reflects standard payroll-tax procedures under the company’s equity plan. Absence of derivative activity or 10b5-1 plan sales suggests no attempt to monetize additional equity. Governance impact is immaterial, and insider alignment remains intact.

Insider Trade Summary

Exercise Price or Tax Liability: 14,480 shares

Exercise Price or Tax Liability 1 txn

Insider King Mark James

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	14,480	$7.84	$114K

Holdings After Transaction: Class A Common Stock — 309,269 shares (Direct)

Footnotes (1)

1. F1. The disposition reported on this Form 4 represents shares withheld to cover tax withholding obligations in connection with the vesting of Class A common stock subject to restricted stock units (RSUs) award granted pursuant to the Issuer's equity incentive plan. The disposition was to satisfy tax withholding obligations to be funded by a "mandatory withhold to cover" transaction and does not represent a discretionary transaction by the reporting person.

FAQ

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

What did XPOF CEO Mark King report in the 06/17/2025 Form 4?

He disclosed an automatic disposition of 14,480 Class A shares to cover RSU-related tax withholding.

At what price were the 14,480 XPOF shares withheld?

The shares were valued at $7.84 each according to the Form 4.

Why was the transaction coded “F” on the XPOF Form 4?

Code “F” denotes shares withheld by the issuer to pay taxes due on vested equity awards, a non-discretionary event.

How many Xponential Fitness shares does the CEO own after the transaction?

Following the withholding, Mark King directly owns 309,269 Class A shares.

Does this Form 4 suggest insider selling pressure at XPOF?

No. The shares were withheld for taxes, not sold on the open market, making the filing neutral for sentiment.

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

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Accepted by SEC EDGAR 06/18/2025 - 05:17 PM 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^*

King Mark James

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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	06/17/2025		F		14,480(1)	D	$7.84	309,269	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. The disposition reported on this Form 4 represents shares withheld to cover tax withholding obligations in connection with the vesting of Class A common stock subject to restricted stock units (RSUs) award granted pursuant to the Issuer's equity incentive plan. The disposition was to satisfy tax withholding obligations to be funded by a "mandatory withhold to cover" transaction and does not represent a discretionary transaction by the reporting person.

	John P Meloun, as Attorney-in-Fact for Mark James King	06/17/2025
	** 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.