XPOF Form 4: Michael Nuzzo Receives 432,738 RSUs with Time and Performance Vesting

Rhea-AI Filing Summary

Michael Nuzzo, Chief Executive Officer and Director of Xponential Fitness, Inc. (XPOF), received awards of restricted stock units (RSUs) totaling 432,738 shares. The Form 4 reports two RSU grants each covering 216,369 shares granted under the companys equity incentive plan on August 21, 2025.

One tranche vests 25% at each of the 12-, 24-, 30- and 36-month anniversaries of August 7, 2025, subject to continued employment. The second tranche vests in three substantially equal amounts if the companys Class A common stock closes at or above $16.00, $25.00, or $30.00 for 20 consecutive trading days during the 36 months after August 7, 2025, also subject to continued employment.

Positive

• Grant aligns CEO incentives with shareholders through a mix of time-based and stock-price performance vesting
• Performance conditions require sustained stock-price achievement (20 consecutive trading days at specified thresholds), which focuses on enduring value creation

Negative

• Potential dilution from issuance of up to 432,738 Class A shares if RSUs vest and are settled in stock
• Vesting is subject to continued employment, indicating value is contingent on retention rather than immediate creation

Insights

Corporate Governance Expert

TL;DR: A routine senior-executive RSU award combining time-based and performance-based vesting to align CEO incentives with shareholder value.

The award structure mixes time-based vesting with market-price performance vesting, which is common for aligning executive retention and stock-price performance. The time-based RSUs vest over three years with an initial 12% monthly cadence (25% at each milestone). The performance tranche requires sustained stock-price thresholds for 20 consecutive trading days, providing a clear market-performance hurdle. The filing is informational and does not indicate cash compensation changes or immediate insider selling.

Executive Compensation Analyst

TL;DR: The grant size (432,738 RSUs) is material to executive pay but appears structured to incentivize long-term value creation.

The total of 432,738 RSUs is disclosed as two equal grants of 216,369 shares each. One grant vests on fixed anniversaries while the other is tied to three stock-price targets ($16, $25, $30) over a 36-month performance window. This dual design balances retention risk and pay-for-performance metrics. The Form 4 shows acquisition (code A) at $0 price, reflecting grant issuance rather than open-market purchase.

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

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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^*

Nuzzo Michael

(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 Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		A		216,369(1)	A	$0	216,369	D
Class A Common Stock	08/21/2025		A		216,369(2)	A	$0	432,738	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 25% of shares subject to such RSUs on each of the 12-, 24-, 30, and 36-month anniversaries of August 7, 2025, in each case subject to the Reporting Person's continued employment through such vesting date.

2. 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 in three substantially equal amounts if, during the 36-month period following August 7, 2025, the closing price of the Issuer's Class A common stock, as reported on the New York Stock Exchange, equals or exceeds $16.00, $25.00, or $30.00, respectively, for 20 consecutive trading days, subject to the Reporting Person's continued employment through such vesting date.

	/s/ John P Meloun, as Attorney-in-Fact for Michael Nuzzo	08/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Michael Nuzzo report on the Form 4 for XPOF?

The Form 4 reports two RSU awards to Michael Nuzzo totaling 432,738 Class A shares, each grant covering 216,369 RSUs.

What are the vesting terms for the RSUs reported for XPOF CEO Michael Nuzzo?

One grant vests 25% at each of the 12-, 24-, 30-, and 36-month anniversaries of August 7, 2025. The other vests in three equal amounts upon meeting $16, $25, or $30 stock-price targets for 20 consecutive trading days within 36 months after August 7, 2025.

Were any shares purchased for a price in this Form 4 filing?

No cash was paid; the transactions are grant issuances reported with a $0 price (code A).

Does the Form 4 indicate immediate ownership following the grant?

The filing shows the RSUs were acquired (granted) and reports 216,369 and 432,738 shares beneficially owned following the transactions as applicable, but vesting conditions apply.

Who signed the Form 4 on behalf of Michael Nuzzo?

The Form 4 was signed by John P Meloun, as Attorney-in-Fact for Michael Nuzzo on 08/25/2025.