Gavin O'Connor at Xponential Fitness (XPOF) granted 93,751 RSUs

Rhea-AI Filing Summary

Xponential Fitness, Inc. reported that executive Gavin M. O'Connor acquired 93,751 shares of Class A common stock in the form of restricted stock units. These RSUs vest in three equal installments of 33.33% on each of the first three anniversaries of the grant date, subject to his continued employment. Following this grant, O'Connor directly holds 231,602 shares of Class A common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider O'Connor Gavin M.

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	93,751	$0.00	--

Holdings After Transaction: Class A Common Stock — 231,602 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/05/2026 - 07:30 AM Learn about SEC filing dates

FAQ

What did Xponential Fitness (XPOF) executive Gavin M. O'Connor report on this Form 4?

Gavin M. O'Connor reported an acquisition of 93,751 shares of Xponential Fitness Class A common stock. These were granted as restricted stock units that vest over time, increasing his direct beneficial ownership to 231,602 shares after the award.

How many Xponential Fitness (XPOF) shares were granted to Gavin M. O'Connor?

He received 93,751 shares of Class A common stock in the form of restricted stock units. This equity award was recorded at a price of $0.00 per share, indicating a compensatory grant rather than an open-market purchase.

How do Gavin M. O'Connor’s Xponential Fitness (XPOF) RSUs vest?

The restricted stock units vest in three annual installments. Exactly 33.33% of the RSU shares vest on each of the first, second, and third anniversaries of the grant date, conditioned on his continued employment through each vesting date.

What is Gavin M. O'Connor’s Xponential Fitness (XPOF) share ownership after this grant?

After this RSU award, he directly owns 231,602 shares of Class A common stock. This total reflects the newly granted restricted stock units together with any previously held shares reported as direct beneficial ownership.

Was cash paid for the Xponential Fitness (XPOF) shares granted to Gavin M. O'Connor?

No cash changed hands for this grant; the Form 4 shows a price of $0.00 per share. The 93,751 shares were issued as a compensatory equity award in the form of restricted stock units, subject to vesting conditions.

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^*

O'Connor Gavin M.

(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)
	See Remarks

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		93,751(1)	A	$0	231,602	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 Gavin O'Connor	03/04/2026
	** 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.