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

Rhea-AI Filing Summary

Freshworks Inc. (FRSH) Form 4 filing discloses that Chief Customer & Marketing Officer Mika Yamamoto sold 4,289 Class A common shares on 1 July 2025 at a weighted-average price of $15.05 under a pre-established Rule 10b5-1 trading plan adopted on 17 Sep 2024.

The transaction represents a relatively small portion of her holdings; following the sale Yamamoto still directly owns 570,487 shares. No derivative transactions were reported. The filing is routine, indicates compliance with Section 16 reporting rules, and does not contain additional operational or financial information about Freshworks.

Positive

• Sale executed under a Rule 10b5-1 plan, reducing the risk of adverse signaling.
• Executive retains a sizable 570,487-share stake, maintaining alignment with shareholder interests.

Negative

• Insider selling, even if small, can be interpreted as a lack of incremental confidence by some investors.

Insights

Securities Analyst

TL;DR: Small 10b5-1 insider sale; signal neutral due to size and pre-planned nature.

The disposal of 4,289 shares (~0.75% of the insider’s post-sale stake) for roughly $64.6 k is immaterial to Freshworks’ float and unlikely to influence fundamental valuation. Because the trade was executed under an established Rule 10b5-1 plan, it minimizes concerns about opportunistic timing. The continued ownership of 570 k+ shares suggests the executive remains substantially aligned with shareholders. Overall impact on the stock should be negligible.

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^*

Yang Tseli Lily

(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		3,758(1)	A	$0	15,378	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 Meloun, as Attorney-in-Fact for Tseli Lily Yang	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 Freshworks (FRSH) shares did Mika Yamamoto sell?

She sold 4,289 Class A common shares on 1 July 2025.

At what price were the FRSH shares sold?

The weighted-average sale price was $15.05, with individual trades ranging from $14.81 to $15.32.

Does Mika Yamamoto still hold Freshworks stock after the sale?

Yes, she directly owns 570,487 shares following the transaction.

Was the insider sale part of a pre-planned 10b5-1 program?

Yes. The Rule 10b5-1 trading plan was adopted on 17 September 2024.

Does the Form 4 report any derivative security activity?

No derivative securities were acquired or disposed of; Table II is blank.