Xponential Fitness (XPOF) CFO awarded 105,001 RSUs and updates holdings

Rhea-AI Filing Summary

Meloun John P reported acquisition or exercise transactions in this Form 4 filing.

Xponential Fitness, Inc. Chief Financial Officer John P. Meloun reported an equity award of 105,001 shares of Class A common stock in the form of restricted stock units. These RSUs vest in three equal 33.33% installments on each of the first three anniversaries of the March 3, 2026 grant date, conditioned on his continued employment. The filing also updates his direct holdings of vested LLC Units and Class B common stock, which are redeemable or paired with Class A common stock under the issuer’s structure.

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^*

Meloun John P

(Last) (First) (Middle)

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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	03/03/2026		A		105,001(1)	A	$0	355,764	D
Class B Common Stock								185,904	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
LLC Units in Xponential Holdings LLC	(2)							(2)	(3)	Class A Common Stock	185,904		185,904	D

Explanation of Responses:

1. Represents the Issuer's Class A common stock subject to restricted stock units (RSUs). The RSUs shall vest with respect to 33.33% of shares subject to such RSUs on each of the three anniversaries of the grant date, in each case subject to the Reporting Person's continued employment through such vesting date.

2. All LLC Units are vested and redeemable into shares of Class A common stock.

3. The LLC Units do not expire.

	/s/ John P Meloun, Chief Financial Officer of Xponential Fitness, Inc.	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Xponential Fitness (XPOF) report for John P. Meloun?

Xponential Fitness reported that CFO John P. Meloun received an equity award of 105,001 Class A common shares in the form of restricted stock units. These units were granted at a stated price of $0.00 per share as part of his compensation package.

How do the new RSUs for XPOF’s CFO John P. Meloun vest?

The 105,001 RSUs granted to XPOF’s CFO vest in three equal 33.33% tranches on each of the first three anniversaries of the grant date. Vesting is subject to his continued employment through each applicable vesting date under the award terms.

How many Xponential Fitness Class A shares does the CFO hold after this Form 4?

After the reported grant, Xponential Fitness CFO John P. Meloun directly holds 355,764 shares of Class A common stock, including the RSUs. This total reflects his beneficial ownership of Class A equity reported as of the March 3, 2026 transaction date.

What LLC Units related to Xponential Fitness does the CFO hold?

The Form 4 shows the CFO directly holding 185,904 LLC Units in Xponential Holdings LLC. According to the footnotes, all these LLC Units are vested, redeemable into shares of Class A common stock, and do not have an expiration date under the current structure.

What is reported about Xponential Fitness Class B common stock in this filing?

The filing lists 185,904 shares of Xponential Fitness Class B common stock held directly by the CFO as of March 3, 2026. These Class B shares are reported separately from Class A shares and are part of the company’s multi-class equity structure.

Does the Xponential Fitness CFO pay cash for the granted RSUs?

The RSUs granted to the Xponential Fitness CFO are reported at a transaction price of $0.00 per share, indicating no cash purchase price. They are compensatory awards that vest over time, subject to continued employment conditions set by the company.