Xponential Fitness (XPOF) COO has 9,739 shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Xponential Fitness, Inc. insider tax withholding transaction

Xponential Fitness Chief Operating Officer Timothy Paul Weiderhoft reported a disposition of 9,739 shares of Class A common stock on 01/13/2026 at a price of $8.01 per share. After this transaction, he beneficially owned 61,743 shares directly.

According to the footnote, these shares were withheld to cover tax obligations arising from the vesting of restricted stock units granted under the company’s equity incentive plan. The filing states this “mandatory withhold to cover” did not represent a discretionary transaction by the reporting person.

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).

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^*

Weiderhoft Timothy Paul

(Last) (First) (Middle)

17877 VON KARMAN AVE, SUITE 100

(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 Operating Officer NA

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2026

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	01/13/2026		F		9,739(1)	D	$8.01	61,743	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.

	/s/ John P Meloun, as Attorney-in-Fact for Timothy Weiderhoft	02/02/2026
	** 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.

FAQ

What insider transaction did Xponential Fitness (XPOF) report on this Form 4?

Xponential Fitness reported that COO Timothy Paul Weiderhoft had 9,739 shares of Class A common stock withheld on January 13, 2026 at $8.01 per share. The withholding covered tax obligations related to vesting restricted stock units under the company’s equity incentive plan.

Was the XPOF COO’s Form 4 transaction a discretionary sale of shares?

The transaction was not a discretionary sale by the COO. The filing explains the 9,739 shares were withheld in a “mandatory withhold to cover” tax transaction tied to vesting restricted stock units, rather than a voluntary decision to sell shares in the open market.

How many Xponential Fitness (XPOF) shares does the COO own after this Form 4 event?

After the reported tax withholding transaction, Chief Operating Officer Timothy Paul Weiderhoft beneficially owned 61,743 shares of Xponential Fitness Class A common stock directly. This figure reflects his holdings following the 9,739 shares withheld for tax obligations on RSU vesting.

What price was used for the Xponential Fitness (XPOF) tax withholding shares?

The 9,739 Class A common shares withheld for taxes were priced at $8.01 per share. This per-share value is used solely for reporting the value of the mandatory tax withholding transaction associated with the vesting of restricted stock units under the equity incentive plan.

What was the purpose of the share disposition reported by the XPOF COO?

The disposition of 9,739 Xponential Fitness shares was to satisfy tax withholding obligations from vesting restricted stock units. The filing clarifies these shares were withheld under a “mandatory withhold to cover” arrangement and do not indicate an elective sale by the executive.