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Xponential Fitness (XPOF) director and 10% owner awarded 15,959 RSUs

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Grabowski Mark reported acquisition or exercise transactions in this Form 4 filing.

Xponential Fitness, Inc. director and 10% owner Mark Grabowski received an equity award of Class A common stock in the form of restricted stock units for his service on the board. The grant covers 15,959 shares, bringing his directly held Class A common stock to 84,046 shares after the award.

According to the award terms, all RSU shares will vest, subject to continued service, on the earlier of the first anniversary of the company’s 2026 Annual Meeting of Stockholders or the date of the 2027 Annual Meeting of Stockholders.

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Insider Grabowski Mark
Role Director, 10% Owner
Type Security Shares Price Value
Grant/Award Class A Common Stock 15,959 $0.00 $0.00
Holdings After Transaction: Class A Common Stock — 84,046 shares (Direct)
Footnotes (1)
  1. F1. Represents the Issuer's 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. All shares subject to the RSUs will vest, subject to continued service, on the earlier of the first anniversary date of the Issuer's 2026 Annual Meeting of Stockholders and the date of the Issuer's 2027 Annual Meeting of Stockholders.
RSU grant size 15,959 shares Class A Common Stock RSUs granted for board service
Grant price $0.00 per share Stated transaction price for RSU award
Shares after transaction 84,046 shares Direct Class A Common Stock holdings after award
Vesting trigger window Between 2026 and 2027 meetings Earlier of first anniversary of 2026 meeting or 2027 meeting
Insider role Director and 10% owner Reporting person status in Form 4
restricted stock units (RSUs) financial
"Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award granted to the Reporting Person"
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.
Annual Meeting of Stockholders regulatory
"on the earlier of the first anniversary date of the Issuer's 2026 Annual Meeting of Stockholders and the date of the Issuer's 2027 Annual Meeting of Stockholders"
Class A Common Stock financial
"Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award"
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.
10% owner financial
"Mark Grabowski is listed as both a director and a ten percent owner"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What insider transaction did Xponential Fitness (XPOF) report for Mark Grabowski?

Mark Grabowski received an equity award of restricted stock units. He was granted 15,959 shares of Class A common stock as RSUs for his service on Xponential Fitness’s board of directors, increasing his directly held Class A common stock position to 84,046 shares after the award.

How many Xponential Fitness (XPOF) shares were granted to Mark Grabowski?

Mark Grabowski was granted 15,959 shares as restricted stock units. These Class A common stock RSUs were awarded for his board service and increased his directly held holdings to 84,046 shares following the transaction reported in the Form 4 filing.

At what price were the Xponential Fitness (XPOF) RSUs granted to Mark Grabowski?

The restricted stock units were granted at a stated price of $0.00 per share. This indicates a compensation-related award rather than an open-market purchase, consistent with typical director equity grants for board service at public companies.

When do Mark Grabowski’s Xponential Fitness (XPOF) RSUs vest?

All RSU shares vest based on future stockholder meeting dates. Vesting occurs, subject to his continued service, on the earlier of the first anniversary of Xponential’s 2026 Annual Meeting of Stockholders or the date of the company’s 2027 Annual Meeting of Stockholders.

Is Mark Grabowski a major holder of Xponential Fitness (XPOF) stock?

Mark Grabowski is identified as both a director and a 10% owner. After receiving 15,959 shares through this RSU award, his directly held Class A common stock position reported in the Form 4 stands at 84,046 shares.

What type of security was granted to Mark Grabowski by Xponential Fitness (XPOF)?

The award consists of Class A common stock delivered via restricted stock units. These RSUs will convert into Class A common shares upon vesting, which is tied to his continued board service and the timing of the 2026 and 2027 Annual Meetings of Stockholders.
SEC Form 4
FORM 4UNITED 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*
Grabowski Mark

(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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/29/2026A15,959(1)A$084,046D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents the Issuer's 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. All shares subject to the RSUs will vest, subject to continued service, on the earlier of the first anniversary date of the Issuer's 2026 Annual Meeting of Stockholders and the date of the Issuer's 2027 Annual Meeting of Stockholders.
/s/ Gavin O'Connor, as Attorney-in-Fact for Mark Grabowski07/01/2026
** Signature of Reporting PersonDate
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)