XPOF insider Grabowski adds 4,247 vested RSUs; holds 6.1M Class B units

Rhea-AI Filing Summary

Mark Grabowski, a director and reported 10% owner of Xponential Fitness, Inc. (XPOF), received 4,247 shares of Class A common stock on 10/01/2025 as fully vested restricted stock units (RSUs) for board services. Following the grant he directly beneficially owns 58,219 shares of Class A common stock. Through affiliated entities, he indirectly holds 5,612,062 Class A shares and 6,101,697 Class B shares, and beneficially owns 6,101,697 underlying Class A shares via LLC units in Xponential Holdings LLC that are redeemable for Class A shares or cash. The filing was signed by an attorney-in-fact on 10/02/2025.

Positive

• 4,247 RSUs granted and reported as fully vested, indicating immediate ownership
• Reporting person retains significant stake: 5,612,062 Class A and 6,101,697 Class B shares indirectly
• LLC units underlying 6,101,697 shares are redeemable for Class A shares or cash and are fully vested

Negative

• None.

Insights

Corporate Governance Specialist

Director received vested RSUs and holds substantial indirect ownership.

The filing shows a 4,247-share grant of fully vested RSUs to Mark Grabowski for board service, recorded on 10/01/2025. Fully vested awards mean no future service-based vesting conditions remain for these shares.

Grabowski's combined reported interest includes 58,219 directly held Class A shares and indirect control of 5,612,062 Class A and 6,101,697 Class B shares through affiliated entities, indicating sustained significant ownership and influence over issuer voting and economic interests.

Securities Compliance Analyst

Transaction is a standard Section 16 report of vested compensation; disclosure matches required Form 4 elements.

The Form 4 discloses the grant as a non‑derivative acquisition at $0 price reflecting issuance under compensation, and lists indirect ownership via MGAG LLC and H&W Investco entities. The filing includes explanatory notes on redemption mechanics for LLC units and confirms units are fully vested and non‑expiring.

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
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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).

1. Name and Address of Reporting Person^*

Grabowski Mark

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		A		4,247(1)	A	$0	58,219	D
Class A Common Stock								5,612,062	I	H&W Investco II LP(2)
Class B Common Stock								6,101,697	I	H&W Investco LP(2)

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	(3)							(4)	(4)(5)	Class A Common Stock	6,101,697		6,101,697	I	H&W Investco LP(2)

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.

2. MGAG LLC is the general partner of H&W Investco LP and H&W Investco II LP. Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC.

3. Each LLC Unit in Xponential Holdings LLC may be redeemed for, together with the cancellation of a share of Class B Common Stock, one share of Class A Common Stock or a cash payment equal to the volume weighted average market price of one share of Class A Common Stock for each LLC Unit redeemed.

4. The LLC Units are fully vested.

5. The LLC Units do not expire.

	/s/ John Meloun, as Attorney-in-Fact for Mark Grabowski	10/02/2025
	** 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 did Mark Grabowski report on Form 4 for XPOF?

He reported acquisition of 4,247 Class A shares via fully vested RSUs on 10/01/2025 and disclosed his direct and indirect holdings.

How many XPOF shares does Grabowski beneficially own after the transaction?

The filing shows 58,219 direct Class A shares and indirect holdings of 5,612,062 Class A and 6,101,697 Class B shares, plus 6,101,697 underlying Class A via LLC units.

Are the RSUs and LLC units vested or subject to future vesting?

The RSUs reported are described as fully vested, and the LLC units are also stated as fully vested with no expiration.

What is the economic treatment of the LLC units in Xponential Holdings LLC?

Each LLC unit may be redeemed for one share of Class A common stock together with cancellation of a Class B share, or a cash payment equal to the VWAP of one Class A share per LLC unit.

Who signed the Form 4 and when?

The form was signed by John Meloun, as Attorney-in-Fact for Mark Grabowski on 10/02/2025.