Xponential Fitness, Inc. filings document the public-company disclosures of a boutique fitness franchisor with Class A common stock listed on the New York Stock Exchange under XPOF. Its Form 8-K reports cover operating and financial results, furnished earnings releases, material agreements, leadership changes, board composition updates and credit arrangements involving company subsidiaries.
Proxy materials describe annual meeting matters, director elections, board committees, stockholder voting procedures, executive compensation and governance practices. The filing record also identifies Xponential as an emerging growth company and provides capital-structure disclosures tied to its common stock, financing agreements and material-event reporting.
Form 4 snapshot: Director and 10% owner Mark Grabowski reported an acquisition of 4,355 Class A shares of Xponential Fitness (XPOF) on 01-Jul-2025. The shares were delivered via fully-vested restricted stock units (RSUs) granted for board service, at a stated price of $0.
Post-transaction ownership:
- Direct: 53,972 Class A shares.
- Indirect: 5,612,062 Class A shares through H&W Investco II LP and 6,101,697 Class B shares plus 6,101,697 redeemable LLC units through H&W Investco LP.
Key mechanics: Each LLC unit, together with the cancellation of a Class B share, can be exchanged for one Class A share or cash equal to the volume-weighted average price of a Class A share. The LLC units are fully vested and have no expiration date.
Investor takeaways: The filing shows continued insider exposure—total economic interest exceeds 11.7 million shares—without any disposition of stock. Although the 4,355-share grant is immaterial to the float, the absence of selling and the large retained stake suggest ongoing alignment between the director and common shareholders. There are no immediate cash proceeds or dilution concerns because RSUs were previously reserved for equity compensation plans.
Form 4 overview – Xponential Fitness, Inc. (XPOF)
On 06/17/2025, Chief Executive Officer Mark James King reported the automatic disposition of 14,480 Class A common shares at $7.84 per share. The transaction was coded “F,” indicating shares were withheld exclusively to satisfy payroll-tax obligations arising from the vesting of restricted stock units granted under the company’s equity incentive plan. Because the shares were withheld by the issuer, the event is not an open-market sale and carries no discretionary signal.
After the withholding, King directly owns 309,269 Class A shares. Based on the figures disclosed, his stake declined by roughly 14,480 shares, or about 4.5% of his previous holdings, but remains substantial.
- Approximate transaction value: $113,500.
- No derivative securities were exercised, acquired, or disposed.
- The filing contains no operational, earnings, or strategic information.
Investors generally view Rule 10b5-1 “F” code tax-withholding events as neutral; they do not reflect insider sentiment toward the company’s prospects.