XPOF Form 4 — Director's RSUs Vest, Ownership Now 18,524 Shares

Rhea-AI Filing Summary

Xponential Fitness, Inc. (XPOF) director Tseli Lily Yang received 3,146 shares of Class A common stock on 10/01/2025 as the vesting of restricted stock units granted for board services. The RSUs vested fully and were issued at a price of $0, increasing the reporting person's beneficial ownership to 18,524 shares following the transaction. The Form 4 was signed on behalf of the reporting person by an attorney‑in‑fact on 10/02/2025.

The filing identifies the transaction as an acquisition tied to compensation for board service and records the reporting person as a director. No derivative or other securities were reported on this Form 4, and no additional terms (such as sale or transfer) are disclosed in the document.

Positive

• 3,146 Class A shares acquired via RSU vesting on 10/01/2025
• Reporting person's beneficial ownership increased to 18,524 shares

Negative

• None.

Insights

Corporate Governance Analyst

Director received vested RSUs totaling 3,146 shares, raising ownership to 18,524.

The Form 4 documents a compensation-related issuance: 3,146 Class A shares were acquired on 10/01/2025 through vested restricted stock units granted for board service. The RSUs are explicitly stated as fully vested, and the reported acquisition price is $0.

This increases the director's beneficial stake to 18,524 shares. The filing contains no other transactions, derivative holdings, or disposals. The signature was filed by an attorney-in-fact on 10/02/2025.

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

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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).

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)
10/01/2025

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	10/01/2025		A		3,146(1)	A	$0	18,524	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	10/02/2025
	** 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 XPOF director Tseli Lily Yang report on Form 4?

The director reported acquiring 3,146 Class A shares on 10/01/2025 from fully vested RSUs, bringing ownership to 18,524 shares.

Was there a purchase price for the shares reported on the Form 4 for XPOF?

No purchase price was paid; the transaction lists an acquisition price of $0 associated with the vested RSUs.

Are any derivative securities or option exercises reported for XPOF in this filing?

No. Table II (derivative securities) contains no reported transactions in this Form 4.

When was the Form 4 signed for the XPOF filing?

The Form 4 was signed by an attorney‑in‑fact on behalf of the reporting person on 10/02/2025.

What is the relationship of the reporting person to Xponential Fitness (XPOF)?

The reporting person, Tseli Lily Yang, is identified as a director of the issuer.