Xponential Fitness (NYSE: XPOF) grants 121,876 RSUs to its COO

Rhea-AI Filing Summary

Xponential Fitness, Inc. reported that Chief Operating Officer NA Timothy Paul Weiderhoft acquired 121,876 shares of Class A common stock through a restricted stock unit (RSU) award on March 3, 2026. The award was granted at a price of $0.0000 per share and increased his directly held position to 183,619 shares.

The footnote explains that these shares are subject to RSUs granted under the company’s equity incentive plan. The RSUs vest in three equal installments of 33% on each of the first three anniversaries of the grant date, conditioned on his continued employment through each 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^*

Weiderhoft Timothy Paul

(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 Operating Officer NA

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		121,876	A	$0	183,619(1)	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) award granted pursuant to the Issuer's equity incentive plan. The RSUs shall vest with respect to 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 Timothy Weiderhoft	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).
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FAQ

What insider transaction did XPOF report for Timothy Paul Weiderhoft?

Xponential Fitness reported that COO Timothy Paul Weiderhoft received a grant of 121,876 restricted stock units of Class A common stock. These RSUs were awarded at no cash cost per share under the company’s equity incentive plan and increase his directly held position.

How many XPOF shares were granted in the RSU award to the COO?

The award granted 121,876 shares of Xponential Fitness Class A common stock via restricted stock units. This non-cash equity grant adds to Timothy Paul Weiderhoft’s existing holdings and brings his directly owned total to 183,619 shares after the reported transaction.

At what price were the XPOF RSUs granted to Timothy Paul Weiderhoft?

The restricted stock units were granted at a stated price of $0.0000 per share, indicating a non-cash equity award. This reflects typical accounting treatment for RSU grants made under an equity incentive plan rather than an open-market purchase for cash.

How do the XPOF RSUs granted to the COO vest over time?

The RSUs vest in three equal annual installments, with 33% of the shares vesting on each of the first three anniversaries of the grant date. Each vesting tranche requires Timothy Paul Weiderhoft to remain employed with Xponential Fitness through the applicable vesting date.

What is Timothy Paul Weiderhoft’s XPOF share ownership after this Form 4 transaction?

Following the RSU grant, Timothy Paul Weiderhoft directly holds 183,619 shares of Xponential Fitness Class A common stock. This figure includes the newly awarded 121,876 restricted stock units reported in the Form 4 and reflects his direct ownership status after the transaction.

Does the XPOF COO’s RSU grant involve any selling of shares?

No, the reported transaction reflects an acquisition via grant, not a sale of shares. The Form 4 uses transaction code “A” for a grant or award, and the direction is classified as an acquisition, increasing his holdings rather than disposing of stock.