Xponential Fitness (XPOF) director awarded 3,034 Class A shares via RSUs

Rhea-AI Filing Summary

Xponential Fitness director Tseli Lily Yang received additional equity compensation in the form of fully vested restricted stock units. On January 1, 2026, she acquired 3,034 shares of Xponential Fitness, Inc. Class A common stock at a price of $0 per share, reflecting a stock award rather than an open‑market purchase. The filing states that these shares represent Class A common stock issued under a restricted stock unit (RSU) award for her services on the company’s board of directors and that the RSUs are fully vested. Following this grant, Yang beneficially owns 21,558 shares of Class A common stock directly.

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^*

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)
01/01/2026

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	01/01/2026		A		3,034(1)	A	$0	21,558	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	01/07/2026
	** 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) disclose for Tseli Lily Yang?

Xponential Fitness reported that director Tseli Lily Yang acquired 3,034 shares of Class A common stock on January 1, 2026 through an equity award.

Was the XPOF insider transaction a purchase or an equity award?

The transaction was an equity award, not an open-market purchase. Yang received 3,034 shares of Class A common stock at $0 per share as part of a restricted stock unit (RSU) grant for serving on the board.

Are the RSUs granted to Tseli Lily Yang at Xponential Fitness fully vested?

Yes. The filing explains that the restricted stock units (RSUs) covering the 3,034 shares of Class A common stock are fully vested as of the grant.

How many Xponential Fitness (XPOF) shares does Tseli Lily Yang own after this transaction?

After the reported RSU-related acquisition, Tseli Lily Yang beneficially owns 21,558 shares of Xponential Fitness Class A common stock, held directly.

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

The reporting person, Yang Tseli Lily, is identified as a director of Xponential Fitness, Inc., and the share award was granted for services on the board of directors.

Did Tseli Lily Yang’s Form 4 transaction involve any indirect ownership entities?

No. The filing classifies her holdings after the transaction as 21,558 shares owned directly (D), with no nature of indirect beneficial ownership listed.