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

Director Nicole Parent Haughey awarded 5,846 RSUs at Xponential (XPOF)

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

Rhea-AI Filing Summary

Parent Haughey Nicole reported acquisition or exercise transactions in this Form 4 filing.

Xponential Fitness, Inc. director Nicole Parent Haughey reported receiving equity compensation in the form of restricted stock units tied to Class A common stock. She was granted 1,542 shares that are fully vested and 4,304 shares that will vest, subject to continued board service, on the earlier of the first anniversary of the company’s 2025 Annual Meeting of Stockholders and the date of its 2026 Annual Meeting of Stockholders. Following these awards, she holds 5,846 shares directly, and the filing reflects compensation grants rather than any open-market share purchases or sales.

Positive

  • None.

Negative

  • None.
Insider Parent Haughey Nicole
Role Director
Type Security Shares Price Value
Grant/Award Class A Common Stock 1,542 $0.00 --
Grant/Award Class A Common Stock 4,304 $0.00 --
Holdings After Transaction: Class A Common Stock — 1,542 shares (Direct)
Footnotes (1)
  1. Represents the Issuer's 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. All shares subject to the RSUs will vest, subject to continued service, on the earlier of the first anniversary date of the Issuer's 2025 Annual Meeting of Stockholders and the date of the Issuer's 2026 Annual Meeting of Stockholders. 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.
Fully vested RSUs 1,542 shares Class A common stock RSUs fully vested for board service
Unvested RSUs subject to service 4,304 shares Vest on earlier of first anniversary of 2025 Annual Meeting and 2026 Annual Meeting, subject to continued service
Total shares after transactions 5,846 shares Direct Class A common stock holdings following RSU grants
restricted stock units (RSUs) financial
"Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award granted to the Reporting Person"
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 Issuer's 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.
Annual Meeting of Stockholders financial
"on the earlier of the first anniversary date of the Issuer's 2025 Annual Meeting of Stockholders and the date of the Issuer's 2026 Annual Meeting of Stockholders"
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*
Parent Haughey Nicole
(Last)(First)(Middle)
17877 VON KARMAN AVE SUITE 100
(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)
04/06/2026		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 Stock04/06/2026A1,542(1)A$01,542D
Class A Common Stock04/06/2026A4,304(2)A$05,846D
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 Issuer's 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. All shares subject to the RSUs will vest, subject to continued service, on the earlier of the first anniversary date of the Issuer's 2025 Annual Meeting of Stockholders and the date of the Issuer's 2026 Annual Meeting of Stockholders.
2. 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 Nicole Parent Haughey04/08/2026
** 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

FAQ

What did Nicole Parent Haughey report in the XPOF Form 4 filing?

She reported receiving equity compensation in Xponential Fitness Class A common stock. The filing shows two restricted stock unit awards for board service, one fully vested and one subject to future vesting based on continued service and meeting dates.

How many Xponential Fitness (XPOF) shares were granted to Nicole Parent Haughey?

She was granted a total of 5,846 shares of Class A common stock. This consists of 1,542 shares that are already fully vested and 4,304 shares that remain subject to vesting conditions linked to future stockholder meeting dates.

What is the vesting schedule for Nicole Parent Haughey’s XPOF RSU award?

4,304 shares tied to restricted stock units will vest, subject to continued service, on the earlier of the first anniversary of the 2025 Annual Meeting of Stockholders and the date of the 2026 Annual Meeting of Stockholders, aligning vesting with the company’s board service cycle.

Was Nicole Parent Haughey’s XPOF Form 4 a market purchase or sale?

The Form 4 reflects grants of restricted stock units, not open-market trades. The acquisition code “A” and zero price per share indicate equity compensation awards for board service rather than discretionary buying or selling of Xponential Fitness stock.

How many Xponential Fitness shares does Nicole Parent Haughey hold after these grants?

After the reported awards, she directly holds 5,846 shares of Class A common stock. This total includes both fully vested restricted stock units converted into shares and unvested RSU awards that will settle into shares upon meeting vesting conditions.

Is Nicole Parent Haughey’s XPOF equity award a routine form of director compensation?

The footnotes describe the awards as restricted stock units granted for services on the board of directors. Structuring director compensation as RSUs with vesting tied to future stockholder meetings is a common governance practice to align director interests with shareholders.