Xponential director granted 4,773 RSU shares

Lee Rachel H. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Lee Rachel H. reported acquisition or exercise transactions in this Form 4 filing.

Xponential Fitness, Inc. director Rachel H. Lee reported an equity compensation grant of 4,773 shares of Class A common stock. These shares are subject to restricted stock units awarded for her services on the board of directors and are fully vested.

Following this grant, Lee directly holds a total of 40,417 shares of Class A common stock. The transaction was a grant or award at no cash cost per share, reflecting standard director compensation rather than an open-market purchase.

Insider Trade Summary

Grant/Award: 4,773 shares

Grant/Award 1 txn

Insider Lee Rachel H.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	4,773	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 40,417 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.

Key Figures

RSU shares granted: 4,773 shares Grant price per share: $0.00 per share Shares held after grant: 40,417 shares +1 more

4 metrics

RSU shares granted 4,773 shares Class A Common Stock award on 2026-07-01

Grant price per share $0.00 per share Equity award compensation, not open-market purchase

Shares held after grant 40,417 shares Total direct Class A holdings following the transaction

Transaction code A (grant/award acquisition) Indicates equity compensation rather than a market trade

Key Terms

restricted stock units (RSUs), Class A Common Stock, board of directors, Form 4

4 terms

restricted stock units (RSUs) financial

"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"

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.

Form 4 financial

"Reporting Person for services on the Issuer's board of directors in a Form 4 context"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Xponential Fitness (XPOF) director Rachel H. Lee report on this Form 4?

Rachel H. Lee reported receiving 4,773 shares of Xponential Fitness Class A common stock. These shares were granted as fully vested restricted stock units for her board service, increasing her direct holdings to 40,417 shares after the transaction.

How many Xponential Fitness (XPOF) shares were granted to Rachel H. Lee?

Rachel H. Lee was granted 4,773 shares of Xponential Fitness Class A common stock. The shares are issued under a restricted stock unit award for her work on the board and are described as fully vested at the time of grant.

Did Rachel H. Lee buy or receive shares as compensation from Xponential Fitness (XPOF)?

Rachel H. Lee received shares as compensation, not through an open-market purchase. The Form 4 shows a grant of 4,773 Class A shares at a price of $0.00 per share, reflecting a fully vested restricted stock unit award for board service.

What are Rachel H. Lee’s Xponential Fitness (XPOF) holdings after this Form 4 transaction?

After this transaction, Rachel H. Lee directly holds 40,417 shares of Xponential Fitness Class A common stock. This total includes the 4,773 fully vested restricted stock unit shares granted 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 issued under a restricted stock unit award. It states the RSUs were granted for service on the board of directors and clarifies that the units are fully vested at the time of reporting.

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

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Accepted by SEC EDGAR 07/06/2026 - 01:17 PM EDT 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^*

Lee Rachel H.

(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)
07/01/2026

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	07/01/2026		A		4,773(1)	A	$0	40,417	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/ Gavin O'Connor, as Attorney-in-Fact for Rachel Lee	07/06/2026
	** 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)