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  4. [Form 4] Xponential Fitness, Inc. Insider Trading Activity

Xponential Fitness (XPOF) director receives 4,411 fully vested RSU shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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

Xponential Fitness director Yang Tseli Lily received an equity award of 4,411 shares of Class A common stock in the form of fully vested restricted stock units for service on the company’s board of directors. After this grant, she directly holds a total of 46,204 Class A shares.

Positive

  • None.

Negative

  • None.

Insights

Routine fully vested RSU grant to a director, with modest scale.

The transaction shows Yang Tseli Lily, a director of Xponential Fitness, Inc., receiving 4,411 shares of Class A common stock via a restricted stock unit award for board service. The award is recorded at a per-share transaction price of $0.00, consistent with compensation grants.

The footnote clarifies these are RSUs that are already fully vested, so no future vesting milestones are tied to this specific grant. Following the award, Lily directly owns 46,204 Class A shares, indicating the grant is relatively modest and appears to be part of standard director compensation.

Insider Yang Tseli Lily
Role Director
Type Security Shares Price Value
Grant/Award Class A Common Stock 4,411 $0.00 $0.00
Holdings After Transaction: Class A Common Stock — 46,204 shares (Direct)
Footnotes (1)
  1. F1. 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.
RSU grant size 4,411 shares Class A common stock awarded to director for board service
Price per share $0.00 per share Recorded transaction price for RSU-based grant
Total shares after grant 46,204 shares Director Yang Tseli Lily direct Class A holdings following transaction
restricted stock units (RSUs) financial
"Represents the Issuers Class A common stock subject to restricted stock units (RSUs) award granted"
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 Issuers 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.

FAQ

What insider transaction did Xponential Fitness (XPOF) report for Yang Tseli Lily?
Xponential Fitness reported that director Yang Tseli Lily received 4,411 shares of Class A common stock through a restricted stock unit award. The award compensates her for services on the company’s board of directors and is recorded as an acquisition rather than an open-market purchase.

How many Xponential Fitness (XPOF) shares does Yang Tseli Lily hold after this Form 4?
After this grant, Yang Tseli Lily directly holds 46,204 shares of Xponential Fitness Class A common stock. This total includes the 4,411 shares granted as fully vested restricted stock units for her board service, as disclosed in the Form 4 insider transaction filing.

What type of shares did Yang Tseli Lily acquire in the latest XPOF Form 4 filing?
She acquired Class A common stock of Xponential Fitness via a restricted stock unit award. The filing specifies 4,411 shares tied to RSUs granted for her service on the board of directors, and the associated RSUs are described as fully vested at the time of the grant.

Was there a purchase price for Yang Tseli Lily’s Xponential Fitness RSU award?
The Form 4 shows a transaction price of $0.00 per share for the 4,411 Class A shares. This reflects that the award is equity compensation, not an open-market purchase, and is granted to Yang Tseli Lily for her service on the company’s board of directors.

What does the footnote about RSUs mean in the Xponential Fitness (XPOF) Form 4?
The footnote explains that the reported shares are Class A common stock underlying restricted stock units awarded for board service. It also states the RSUs are fully vested, meaning Yang Tseli Lily’s right to the 4,411 shares is not subject to additional service-based vesting conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock07/01/2026A4,411(1)A$046,204D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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/ Gavin O'Connor, as Attorney-in-Fact for Tseli Lily Yang07/06/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR