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Xponential Fitness (NYSE: XPOF) director adds 5,772 deferred stock units

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

Rhea-AI Filing Summary

Grabowski Mark reported acquisition or exercise transactions in this Form 4 filing.

Xponential Fitness, Inc. director and 10% owner Mark Grabowski received a grant of 5,772 deferred stock units (DSUs) of Class A Common Stock on April 1, 2026 for board service. The DSUs were granted at $0.00 per unit and are immediately vested, bringing his directly held Class A stake to 68,087 shares.

He also reports large indirect interests through H&W Investco LP and H&W Investco II LP, including 6,101,697 LLC Units in Xponential Holdings LLC that are economically linked to the same number of Class A shares, plus 5,612,062 indirectly held Class A shares. The LLC Units are fully vested, do not expire, and can be redeemed for Class A shares or cash equal to the volume weighted average market price.

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Insider Grabowski Mark
Role Director, 10% Owner
Type Security Shares Price Value
Grant/Award Class A Common Stock 5,772 $0.00 $0.00
holding LLC Units in Xponential Holdings LLC -- -- --
holding Class A Common Stock -- -- --
holding Class B Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 68,087 shares (Direct); LLC Units in Xponential Holdings LLC — 6,101,697 shares (Indirect, H&W Investco LP); Class A Common Stock — 5,612,062 shares (Indirect, H&W Investco II LP); Class B Common Stock — 6,101,697 shares (Indirect, H&W Investco LP)
Footnotes (5)
  1. F1. Represents deferred stock units ("DSUs") granted to the Reporting Person for services on the Issuer's board of directors. The DSUs are immediately vested
  2. F2. 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. F3. 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. F4. The LLC Units are fully vested.
  5. F5. The LLC Units do not expire.
DSUs granted 5,772 units Deferred stock units granted April 1, 2026
Direct Class A holdings after grant 68,087 shares Total direct Class A Common Stock following DSU award
Indirect LLC Units underlying shares 6,101,697 units/shares LLC Units in Xponential Holdings LLC, each linked to one Class A share
Indirect Class A through H&W Investco II LP 5,612,062 shares Class A Common Stock held indirectly via H&W Investco II LP
Exercise/redemption price of LLC Units $0.0000 per unit Stated exercise price for LLC Units in Xponential Holdings LLC
Grant price of DSUs $0.0000 per share Price per share for DSU award to director
deferred stock units ("DSUs") financial
"Represents deferred stock units ("DSUs") granted to the Reporting Person"
LLC Units in Xponential Holdings LLC financial
"Each LLC Unit in Xponential Holdings LLC may be redeemed for"
Class B Common Stock financial
"together with the cancellation of a share of Class B Common Stock"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
volume weighted average market price financial
"a cash payment equal to the volume weighted average market price of one share"
general partner financial
"MGAG LLC is the general partner of H&W Investco LP and H&W Investco II LP"
A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.

FAQ

What insider transaction did XPOF director Mark Grabowski report?
Mark Grabowski reported a grant of 5,772 deferred stock units (DSUs) of Xponential Fitness Class A Common Stock. The DSUs were awarded on April 1, 2026 for his board service, carried a grant price of $0.00, and vested immediately upon grant.

How many Xponential Fitness Class A shares does Grabowski hold directly after this filing?
After the DSU grant, Grabowski directly holds 68,087 shares of Class A Common Stock. This figure includes the 5,772 newly granted deferred stock units, which are immediately vested and tied economically to the company’s Class A equity following the reported board compensation award.

What indirect ownership in Xponential Fitness does Grabowski report through H&W Investco entities?
Grabowski reports large indirect interests via H&W Investco LP and H&W Investco II LP. These include 6,101,697 LLC Units in Xponential Holdings LLC linked to the same number of Class A shares, plus 5,612,062 indirectly held Class A shares, reflecting substantial associated economic exposure.

How can the LLC Units in Xponential Holdings LLC be settled with respect to XPOF stock?
Each LLC Unit in Xponential Holdings LLC can be redeemed for one share of Class A Common Stock, together with cancellation of a paired Class B share, or for a cash payment equal to the volume weighted average market price of one Class A share for each unit redeemed.

Do the reported LLC Units or DSUs held by Grabowski have vesting schedules or expiration dates?
The filing states the LLC Units are fully vested and do not expire. The deferred stock units granted on April 1, 2026 are also immediately vested. This means both positions are fully earned, with no additional service-based vesting or contractual expiration date mentioned.

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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*
Grabowski Mark
(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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		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 Stock04/01/2026A5,772(1)A$068,087D
Class A Common Stock5,612,062IH&W Investco II LP(2)
Class B Common Stock6,101,697IH&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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
LLC Units in Xponential Holdings LLC(3) (4) (4)(5)Class A Common Stock6,101,6976,101,697IH&W Investco LP(2)
Explanation of Responses:
1. Represents deferred stock units ("DSUs") granted to the Reporting Person for services on the Issuer's board of directors. The DSUs are immediately 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/ Gavin O'Connor, as Attorney-in-Fact for Mark Grabowski04/03/2026
** 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