Xponential Fitness (XPOF) director granted 4,276 fully vested shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Yang Tseli Lily reported acquisition or exercise transactions in this Form 4 filing.

Xponential Fitness, Inc. director Yang Tseli Lily received an award of 4,276 shares of Class A common stock in the form of restricted stock units for service on the board of directors. The RSUs are fully vested and were granted at no cash cost per share. Following this grant, she directly holds 25,834 shares of Class A common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Yang Tseli Lily

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	4,276	$0.00	--

Holdings After Transaction: Class A Common Stock — 25,834 shares (Direct)

Footnotes (1)

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Key Figures

RSU shares granted: 4,276 shares Grant price per share: $0.0000 per share Shares held after grant: 25,834 shares

3 metrics

RSU shares granted 4,276 shares Award of Class A common stock RSUs to director

Grant price per share $0.0000 per share Reported transaction price for RSU award

Shares held after grant 25,834 shares Director’s direct Class A common stock holdings following transaction

Key Terms

restricted stock units (RSUs), Class A Common Stock, board of directors, fully vested

4 terms

restricted stock units (RSUs) financial

"Represents the Issuers Class A common stock subject to restricted stock units (RSUs) award"

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 Issuers Class A common stock subject to restricted stock units"

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.

board of directors financial

"RSUs award granted to the Reporting Person for services on the Issuer's board of directors"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

fully vested financial

"The RSUs are fully vested"

Form 4 Insider Transactions: What Each Field Means →

04/06/2026 - 07:59 AM

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^*

Yang Tseli Lily

(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)

X	Director	10% 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)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/01/2026		A		4,276⁽¹⁾	A	$0	25,834	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

	/s/ Gavin O'Connor, as Attorney-in-Fact for Tseli Lily Yang	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Xponential Fitness (XPOF) report for Yang Tseli Lily?

Xponential Fitness reported that director Yang Tseli Lily acquired 4,276 shares of Class A common stock through a restricted stock unit award. The RSUs were granted for service on the board of directors and are fully vested at the time of the grant.

How many Xponential Fitness shares does Yang Tseli Lily hold after this Form 4 filing?

After the reported transaction, Yang Tseli Lily directly holds 25,834 shares of Xponential Fitness Class A common stock. This total reflects the addition of 4,276 fully vested restricted stock units granted as compensation for her service on the company’s board of directors.

Was cash paid for the Xponential Fitness shares granted to Yang Tseli Lily?

No cash was paid for these shares. The 4,276 shares of Xponential Fitness Class A common stock were granted at a reported price of $0.0000 per share as a restricted stock unit award for board service, rather than as an open-market purchase transaction.

What type of security did Yang Tseli Lily receive from Xponential Fitness?

Yang Tseli Lily received Class A common stock of Xponential Fitness subject to a restricted stock unit (RSU) award. According to the filing, these RSUs are fully vested and were granted to her in connection with her services on the company’s board of directors.

Is the Xponential Fitness Form 4 transaction a grant or an open-market trade?

The transaction is a grant, not an open-market trade. The filing classifies it under code A as a grant, award, or other acquisition, representing fully vested restricted stock units awarded to Yang Tseli Lily for board service, with no reported purchase price per share.