Xponential Fitness (XPOF) CEO receives 468,755-share RSU equity grant

Rhea-AI Filing Summary

Nuzzo Michael reported acquisition or exercise transactions in this Form 4 filing.

Xponential Fitness, Inc. Chief Executive Officer Michael Nuzzo reported an equity award of 468,755 shares of Class A common stock in the form of restricted stock units (RSUs). The RSUs were granted at a price of $0.0000 per share and increase his directly held stake to 901,493 shares.

The RSUs will vest in three equal installments, with 33.33% of the shares vesting on each of the first, second, and third anniversaries of the grant date. Each vesting event is conditioned on Mr. Nuzzo’s continued employment through the applicable vesting date.

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^*

Nuzzo Michael

(Last) (First) (Middle)

17877 VON KARMAN AVE SUITE 100

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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	03/03/2026		A		468,755(1)	A	$0	901,493	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). The RSUs shall vest with respect to 33.33% of shares subject to such RSUs on each of the three anniversaries of the grant date, in each case subject to the Reporting Person's continued employment through such vesting date.

	/s/ John P Meloun, as Attorney-in-Fact for Michael Nuzzo	03/04/2026
	** 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) report for Michael Nuzzo?

Xponential Fitness reported that CEO Michael Nuzzo received a grant of 468,755 restricted stock units of Class A common stock. These RSUs were awarded at a price of $0.0000 per share and are structured as a multi-year equity incentive tied to continued employment.

How many Xponential Fitness (XPOF) shares does Michael Nuzzo hold after this grant?

After the reported RSU grant, Michael Nuzzo is shown as beneficially owning 901,493 shares of Xponential Fitness Class A common stock. This figure reflects his direct ownership position following the award of 468,755 restricted stock units under the company’s equity compensation arrangements.

What are the vesting terms of Michael Nuzzo’s new Xponential Fitness (XPOF) RSUs?

The 468,755 RSUs granted to Michael Nuzzo vest in three equal installments. Exactly 33.33% of the shares vest on each of the first, second, and third anniversaries of the grant date, subject in each case to his continued employment through the applicable vesting date.

Is Michael Nuzzo’s Xponential Fitness (XPOF) RSU award an open-market stock purchase?

No, Michael Nuzzo’s transaction reflects a grant of restricted stock units, not an open-market stock purchase. The RSUs were awarded at a stated price of $0.0000 per share and will convert into Class A common shares only as they vest over the three-year schedule.

What role does continued employment play in Michael Nuzzo’s Xponential Fitness (XPOF) RSU vesting?

Continued employment is a key condition for vesting of the RSUs granted to Michael Nuzzo. Each 33.33% tranche scheduled on the first, second, and third anniversaries of the grant date vests only if he remains employed with Xponential Fitness through the respective vesting date.

What type of security was granted to Xponential Fitness (XPOF) CEO Michael Nuzzo?

Michael Nuzzo received restricted stock units linked to Xponential Fitness Class A common stock. These RSUs represent a right to receive shares in the future, vesting over three years in equal annual installments, rather than an immediate cash purchase of common stock in the market.