Bruce Haase Reduces Stake to 95,937 Shares After 70,000-Share Sale

Rhea-AI Filing Summary

Bruce N. Haase, a director of Xponential Fitness, Inc. (XPOF), reported the disposition of 70,000 shares of Class A common stock on 08/12/2025 at a weighted average price of $7.667 per share. Following the reported transaction, Haase is shown as directly owning 95,937 shares. The Form 4 lists the transaction code as "P" and includes a note that the reported price is a weighted average and that the reporting person will provide detailed per-price sale information on request.

The Form was signed by an attorney-in-fact on behalf of Haase. No derivative transactions were reported on this filing.

Positive

• Clear disclosure of a 70,000-share disposition with a stated weighted average price of $7.667
• Continued direct ownership of 95,937 shares after the reported transaction
• Form includes explanatory note that per-price sale details are available on request, enhancing transparency

Negative

• Significant sale size of 70,000 shares by a company director, which reduces direct holdings
• Transaction coded "P" on the form without an explanation of the code within the document

Insights

Financial Analyst

Director sold 70,000 XPOF shares at $7.667, leaving 95,937 shares directly owned—transaction reported under code "P".

The sale is explicitly disclosed as a non-derivative disposition of Class A common stock. The filing shows a weighted average sale price of $7.667 and a remaining direct holding of 95,937 shares, which is material information for assessing insider activity but does not, by itself, reveal intent or signal on fundamentals. The form's explanation clarifies the price representation and offers additional per-price detail upon request, supporting transparency in execution reporting.

Corporate Governance Expert

Insider transaction appears properly disclosed and executed via attorney-in-fact; no derivatives reported.

The Form 4 identifies Haase as a director and shows the transaction was signed by an attorney-in-fact, indicating use of a power-of-attorney mechanism for filing. The disclosure includes the weighted average price caveat and leaves the post-transaction direct ownership at 95,937 shares. From a governance and compliance perspective, the form contains the required elements for a Section 16 report: reporting person, security class, transaction details, and a signature by an authorized filer.

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^*

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)
08/12/2025

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	08/12/2025		P		70,000	A	$7.667(1)	95,937	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. The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

	/s/ John P Meloun, as Attorney-in-Fact for Bruce N. Haase	08/12/2025
	** 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 did Bruce N. Haase report on Form 4 for XPOF?

He reported a disposition of 70,000 shares of Class A common stock on 08/12/2025 at a weighted average price of $7.667 per share.

How many XPOF shares does Bruce Haase own after the transaction?

The Form 4 reports that he directly owns 95,937 shares following the reported transaction.

What price was reported in Bruce Haase's Form 4 sale of XPOF shares?

The filing shows a weighted average price of $7.667 per share and notes that detailed per-price information is available on request.

What transaction code was used in the XPOF Form 4 for Haase's sale?

The transaction is reported with transaction code "P" as shown on the Form 4.

Who signed the Form 4 filed for Bruce N. Haase?

The Form 4 bears a signature by John P. Meloun, as Attorney-in-Fact for Bruce N. Haase.