Mark Grabowski - 01 Apr 2025 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role
Director, 10%+ Owner
Signature
/s/ John Meloun, as Attorney-in-Fact for Mark Grabowski
Issuer symbol
XPOF
Transactions as of
01 Apr 2025
Net transactions value
$0
Form type
4
Filing time
23 May 2025, 17:16:30 UTC
Previous filing
02 Jan 2025
Next filing
03 Jul 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Grabowski Mark Director, 10%+ Owner 17877 VON KARMAN AVE, SUITE 100, C/O XPONENTIAL FITNESS, INC., IRVINE /s/ John Meloun, as Attorney-in-Fact for Mark Grabowski 22 May 2025 0001870551

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class A Common Stock Award $0 +4,080 +12% $0.000000 37,106 01 Apr 2025 Direct F1
transaction XPOF Class A Common Stock Award $0 +12,512 +34% $0.000000 49,618 21 May 2025 Direct F2
holding XPOF Class A Common Stock 5,612,062 01 Apr 2025 H&W Investco II LP F3
holding XPOF Class B Common Stock 6,101,697 01 Apr 2025 H&W Investco LP F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding XPOF LLC Units in Xponential Holdings LLC 6,101,697 01 Apr 2025 Class A Common Stock 6,101,697 H&W Investco LP F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the Issuers 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. The RSUs are fully vested.
F2 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 2025 Annual Meeting of Stockholders [is this "and" or "or"?] the date of the Issuer's 2026 Annual Meeting of Stockholders.
F3 MGAG LLC is the general partner of H&W Investco LP and H&W Investco II LP. Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC.
F4 Each LLC Unit in Xponential Holdings LLC may be redeemed for, together with the cancellation of a share of Class B Common Stock, one share of Class A Common Stock or a cash payment equal to the volume weighted average market price of one share of Class A Common Stock for each LLC Unit redeemed.
F5 The LLC Units are fully vested.
F6 The LLC Units do not expire.