Xponential Fitness Inc SEC Filings

Xponential Fitness (XPOF) furnished a Current Report announcing its financial results for the quarter ended September 30, 2025. The details are provided in a press release attached as Exhibit 99.1.

The information under Item 2.02, including Exhibit 99.1, is being furnished and is not deemed filed under Section 18 of the Exchange Act, nor incorporated by reference into other filings except as expressly set forth by specific reference. Additional exhibit materials include the Cover Page Interactive Data File (Exhibit 104).

Xponential Fitness (XPOF) insider update: Chief Legal Officer Andrew Hagopian reported a tax-withholding transaction coded “F” on 10/09/2025. The filing shows 26,425 shares of Class A common stock were withheld at $7.59 per share to cover taxes upon the vesting of shares subject to RSUs under the company’s equity plan. The filing notes this was a ”mandatory withhold to cover” and not a discretionary sale.

After the transaction, Hagopian beneficially owns 218,186 Class A shares directly, and 8,800 shares indirectly through the Hagopian Family Trust dated February 4, 2016.

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.

Mark Grabowski, a director and reported 10% owner of Xponential Fitness, Inc. (XPOF), received 4,247 shares of Class A common stock on 10/01/2025 as fully vested restricted stock units (RSUs) for board services. Following the grant he directly beneficially owns 58,219 shares of Class A common stock. Through affiliated entities, he indirectly holds 5,612,062 Class A shares and 6,101,697 Class B shares, and beneficially owns 6,101,697 underlying Class A shares via LLC units in Xponential Holdings LLC that are redeemable for Class A shares or cash. The filing was signed by an attorney-in-fact on 10/02/2025.

Xponential Fitness, Inc. (XPOF) director Tseli Lily Yang received 3,146 shares of Class A common stock on 10/01/2025 as the vesting of restricted stock units granted for board services. The RSUs vested fully and were issued at a price of $0, increasing the reporting person's beneficial ownership to 18,524 shares following the transaction. The Form 4 was signed on behalf of the reporting person by an attorney‑in‑fact on 10/02/2025.

The filing identifies the transaction as an acquisition tied to compensation for board service and records the reporting person as a director. No derivative or other securities were reported on this Form 4, and no additional terms (such as sale or transfer) are disclosed in the document.

Bruce N. Haase, a director of Xponential Fitness, Inc. (XPOF), acquired 3,524 shares of Class A common stock through restricted stock units (RSUs) on 10/01/2025. The RSUs were granted for board service and are reported as fully vested with a transaction price of $0. After this issuance, the reporting person beneficially owns 99,461 Class A shares in total. The Form 4 was submitted on behalf of Mr. Haase by an attorney-in-fact.

D. E. Shaw-affiliated entities report beneficial ownership of 3,276,973 shares of Xponential Fitness Class A common stock, representing 8.9% of the outstanding class on the basis stated in the filing. The total share count used to calculate the percentage is 36,908,960, comprised of 35,097,000 outstanding Class A shares and 1,811,960 shares issuable upon conversion of convertible preferred securities.

The disclosed position reflects shared voting and dispositive power over the 3,276,973 shares across multiple D. E. Shaw entities and David E. Shaw, with no reporting person claiming sole voting or dispositive power. Several affiliated entities report zero ownership. The filing includes a joint filing agreement and powers of attorney supporting the signatures.