Director Yang Tseli Lily granted 15,959 Xponential Fitness (XPOF) RSUs for board service

Rhea-AI Filing Summary

Yang Tseli Lily reported acquisition or exercise transactions in this Form 4 filing.

Xponential Fitness director Yang Tseli Lily received a grant of 15,959 shares of Class A common stock through restricted stock units for board service. These RSUs will vest, subject to continued service, on the earlier of the first anniversary of the 2026 annual meeting and the 2027 annual meeting, bringing her direct holdings to 41,793 shares.

Insights

Insider transactions analyst

Routine RSU grant increases director’s equity stake modestly.

The filing shows director Yang Tseli Lily receiving 15,959 restricted stock units of Xponential Fitness Class A common stock as compensation for board service. The grant price is listed as $0.0000 per share, indicating a non-cash equity award.

All RSUs vest, subject to continued service, on the earlier of the first anniversary of the company’s 2026 annual meeting and the date of the 2027 annual meeting. After this award, her direct holdings rise to 41,793 shares, suggesting a routine alignment of director incentives with shareholders rather than a directional trading signal.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Yang Tseli Lily

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	15,959	$0.00	--

Holdings After Transaction: Class A Common Stock — 41,793 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSU grant size: 15,959 shares Grant price: $0.0000 per share Shares after transaction: 41,793 shares +1 more

4 metrics

RSU grant size 15,959 shares Class A Common Stock RSU award to director

Grant price $0.0000 per share Stated price for RSU grant

Shares after transaction 41,793 shares Director’s direct holdings following grant

Vesting schedule Earlier of 2026 anniversary or 2027 meeting RSUs vest subject to continued service on board

Key Terms

restricted stock units (RSUs), Class A common stock, board of directors, annual meeting of stockholders

4 terms

restricted stock units (RSUs) financial

"Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award granted to the Reporting Person"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

Class A common stock financial

"Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

board of directors financial

"RSUs award granted to the Reporting Person for services on the Issuer's board of directors"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

annual meeting of stockholders regulatory

"on the earlier of the first anniversary date of the Issuer's 2026 Annual Meeting of Stockholders and the date of the Issuer's 2027 Annual Meeting"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 03:33 PM Accepted by SEC EDGAR 07/01/2026 - 03:32 PM Learn about SEC filing dates

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 CALIFORNIA 92614

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/29/2026		A		15,959(1)	A	$0	41,793	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 Issuer's 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. All shares subject to the RSUs will vest, subject to continued service, on the earlier of the first anniversary date of the Issuer's 2026 Annual Meeting of Stockholders and the date of the Issuer's 2027 Annual Meeting of Stockholders.

	/s/ Gavin O'Connor, as Attorney-in-Fact for Tseli Lily Yang	07/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Yang Tseli Lily acquire in this XPOF Form 4 filing?

Yang Tseli Lily received 15,959 restricted stock units of Xponential Fitness Class A common stock. The award is compensation for her services on the board of directors and carries a stated grant price of $0.0000 per share.

How many Xponential Fitness (XPOF) shares does Yang Tseli Lily hold after this grant?

After the restricted stock unit grant, Yang Tseli Lily beneficially owns 41,793 shares of Xponential Fitness Class A common stock directly. This total reflects the new 15,959-share award added to her prior holdings as reported in the Form 4 filing.

When do Yang Tseli Lily’s XPOF restricted stock units vest?

All 15,959 restricted stock units will vest, subject to continued service, on the earlier of the first anniversary of Xponential Fitness’s 2026 annual meeting and the date of its 2027 annual meeting, tying vesting to her ongoing board tenure.

Is Yang Tseli Lily’s XPOF Form 4 transaction a market purchase or sale?

No, the transaction is classified as an "A" code grant or award, not a market trade. It represents compensation-related acquisition of restricted stock units at a stated price of $0.0000 per share, rather than an open-market buy or sell transaction.

What role does Yang Tseli Lily hold at Xponential Fitness (XPOF)?

Yang Tseli Lily is identified as a director of Xponential Fitness. The 15,959-share restricted stock unit grant described in the Form 4 filing compensates her for services on the company’s board of directors and aligns pay with equity ownership.