XPOF Form 4: Rachel Lee's RSUs Vest, Ownership Now 13,191 Shares

Rhea-AI Filing Summary

Rachel H. Lee, a director of Xponential Fitness, Inc. (XPOF), reported a non‑derivative acquisition on 10/01/2025. The filing shows 3,970 shares of Class A common stock were acquired via restricted stock units (RSUs) granted for board service; the RSUs are stated to be fully vested and carried a reported price of $0. After the transaction, the reporting person beneficially owns 13,191 shares. The Form 4 was signed by an attorney‑in‑fact on behalf of Ms. Lee and filed on 10/02/2025. The entry lists the reporting person’s address in Irvine, California.

Positive

• 3,970 RSUs vested for board service, increasing director alignment with shareholders
• Beneficial ownership rose to 13,191 shares, showing continued insider stake

Negative

• None.

Insights

Corporate Governance Analyst

Director received vested board RSUs totalling 3,970 shares, raising holdings to 13,191.

The Form 4 discloses a routine compensation-related equity grant for board service that is now fully vested; the transaction date is 10/01/2025. This increases the director's reported beneficial ownership without any cash outlay, as the RSUs show a price of $0.

Because the filing reflects a completed vesting event rather than a market trade, it is primarily a governance and compensation disclosure rather than a liquidity signal.

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lee Rachel H.

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		A		3,970(1)	A	$0	13,191	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 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/ John Meloun, as Attorney-in-Fact for Rachel Lee	10/02/2025
	** 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.
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.

FAQ

What did Rachel H. Lee report in the Form 4 for XPOF?

The Form 4 reports an acquisition of 3,970 Class A shares via RSUs on 10/01/2025; the RSUs are stated as fully vested and the reporting person now beneficially owns 13,191 shares.

Were any shares sold or purchased for cash by the director?

No; the filing reports an acquisition via vested RSUs with a reported price of $0, not a market purchase or sale.

What is the relationship of the reporting person to Xponential Fitness (XPOF)?

The filing lists Rachel H. Lee as a Director of Xponential Fitness, Inc.

When was the Form 4 transaction dated and filed?

The transaction date is 10/01/2025 and the Form 4 was signed and filed on 10/02/2025.

Are the RSUs subject to future vesting conditions according to the filing?

The filing explicitly states the RSUs are fully vested.