Xponential Fitness Director Files Form 4: Small RSU Grant, No Sales

Rhea-AI Filing Summary

Form 4 snapshot: Director and 10% owner Mark Grabowski reported an acquisition of 4,355 Class A shares of Xponential Fitness (XPOF) on 01-Jul-2025. The shares were delivered via fully-vested restricted stock units (RSUs) granted for board service, at a stated price of $0.

Post-transaction ownership:

• Direct: 53,972 Class A shares.
• Indirect: 5,612,062 Class A shares through H&W Investco II LP and 6,101,697 Class B shares plus 6,101,697 redeemable LLC units through H&W Investco LP.

Key mechanics: Each LLC unit, together with the cancellation of a Class B share, can be exchanged for one Class A share or cash equal to the volume-weighted average price of a Class A share. The LLC units are fully vested and have no expiration date.

Investor takeaways: The filing shows continued insider exposure—total economic interest exceeds 11.7 million shares—without any disposition of stock. Although the 4,355-share grant is immaterial to the float, the absence of selling and the large retained stake suggest ongoing alignment between the director and common shareholders. There are no immediate cash proceeds or dilution concerns because RSUs were previously reserved for equity compensation plans.

Positive

• No insider selling: All reported transactions were acquisitions; none of the 11.7 million beneficially owned shares were sold.
• Continued alignment: Director’s sizeable stake (≈30% of combined Class A equivalents) suggests long-term commitment to shareholder value.

Negative

• Conversion overhang: 6.1 million LLC units can be redeemed for Class A shares, representing potential future dilution.
• Minimal cash commitment: RSUs received at $0 provide weaker bullish signal than open-market purchases.

Insights

Equity Research Analyst

TL;DR: Small RSU grant; no insider selling; ownership remains >11 million shares—neutral to slightly positive signal.

The 4,355-share RSU grant is de-minimis relative to XPOF’s ~38 million share float. More important is the reporting person’s continued control: indirect holdings exceed 11 million shares across Class A, Class B, and LLC units. No Class A shares were sold or converted, so the filing does not create near-term selling pressure. While insider acquisition via $0 RSUs is not as credible a bullish signal as open-market buying, it nevertheless indicates retention. Overall impact on valuation is negligible; however, sustained insider ownership can support corporate governance stability and long-term alignment.

Corporate Governance Specialist

TL;DR: Filing reinforces insider’s governance influence; minor equity grant, no change to control structure.

Grabowski remains both a director and 10% owner, controlling H&W entities that hold Class B super-voting stock. The derivative LLC units are fully vested and freely exchangeable, so potential conversion overhang persists, but no trigger events occurred. The transparent disclosure of Rule 10b5-1 checkboxes (unchecked) removes ambiguity around trading plans. Governance risk profile remains unchanged: high insider concentration balanced by publicly traded Class A float. Impact is therefore neutral from a risk perspective.

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
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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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		A		4,355(1)	A	$0	53,972	D
Class A Common Stock								5,612,062	I	H&W Investco II LP(2)
Class B Common Stock								6,101,697	I	H&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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LLC Units in Xponential Holdings LLC	(3)							(4)	(4)(5)	Class A Common Stock	6,101,697		6,101,697	I	H&W Investco LP(2)

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.

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/ John Meloun, as Attorney-in-Fact for Mark Grabowski	07/03/2025
	** 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.
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FAQ

How many XPOF shares did Mark Grabowski acquire on 01-Jul-2025?

He received 4,355 fully-vested RSUs that convert into the same number of Class A shares.

What is Mark Grabowski’s total beneficial ownership in XPOF after the transaction?

He now controls 53,972 direct Class A shares plus 11.7 million indirect shares/units through H&W entities.

Did the filing report any sale of Xponential Fitness stock?

No. The Form 4 shows only acquisitions; there were no dispositions of either Class A or derivative securities.

Can the LLC units be converted into Class A shares?

Yes. Each of the 6,101,697 LLC units can be redeemed, together with a Class B share cancellation, for one Class A share or cash at market VWAP.

Does this Form 4 affect XPOF’s share count immediately?

The RSU shares were already reserved under equity plans, so no material dilution occurs beyond the 4,355 new Class A shares issued.