Xponential Fitness director granted 15,959 RSUs

Lee Rachel H. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Lee Rachel H. reported acquisition or exercise transactions in this Form 4 filing.

Xponential Fitness director Rachel H. Lee received an equity grant. She was awarded 15,959 shares of Class A Common Stock in the form of restricted stock units for her services on the board. Following this grant, she holds 35,644 shares directly, with vesting tied to future annual stockholder meetings.

Insider Trade Summary

Grant/Award: 15,959 shares

Grant/Award 1 txn

Insider Lee Rachel H.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	15,959	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 35,644 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.

Key Figures

RSUs granted: 15,959 shares Post-transaction holdings: 35,644 shares Grant price: $0.0000 per share +1 more

4 metrics

RSUs granted 15,959 shares Restricted stock unit award for board service

Post-transaction holdings 35,644 shares Direct Class A Common Stock after grant

Grant price $0.0000 per share Equity compensation, no purchase price

Vesting condition Earlier of 2026/2027 meeting triggers Subject to continued service on board

Key Terms

restricted stock units (RSUs), Class A Common Stock, board of directors, Annual Meeting of Stockholders

4 terms

restricted stock units (RSUs) financial

"Represents the Issuer's 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 Issuer's 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.

Annual Meeting of Stockholders financial

"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"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Xponential Fitness (XPOF) report for Rachel H. Lee?

Xponential Fitness reported that director Rachel H. Lee received 15,959 shares of Class A Common Stock as a restricted stock unit award for board service, increasing her direct holdings to 35,644 shares after the grant.

Was the Rachel H. Lee XPOF transaction a purchase or a grant?

The transaction was a grant, not a market purchase. Rachel H. Lee received 15,959 restricted stock units as compensation for serving on Xponential Fitness’s board, with no cash price paid per share in this award.

How many Xponential Fitness shares does Rachel H. Lee hold after this Form 4?

After the reported grant, Rachel H. Lee directly holds 35,644 shares of Xponential Fitness Class A Common Stock. This total includes the newly awarded 15,959 restricted stock units disclosed in the Form 4 filing.

What are the vesting terms for Rachel H. Lee’s new Xponential Fitness RSUs?

All 15,959 RSUs will vest, subject to continued service, on the earlier of the first anniversary of Xponential Fitness’s 2026 Annual Meeting of Stockholders or the date of its 2027 Annual Meeting of Stockholders, aligning the award with her board tenure.

Does the XPOF Form 4 indicate any stock sales by Rachel H. Lee?

The Form 4 does not report any stock sales by Rachel H. Lee. It only shows an acquisition through a grant of 15,959 restricted stock units, increasing her direct beneficial ownership in Xponential Fitness.

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

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Accepted by SEC EDGAR 07/01/2026 - 03:30 PM EDT Learn about SEC filing dates

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^*

Lee Rachel H.

(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)
06/29/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/29/2026		A		15,959(1)	A	$0	35,644	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 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 Rachel Lee	07/01/2026
	** 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)