Form 4: Director Mark Grabowski Receives Xponential Fitness DSUs

Director Mark Grabowski was granted 5,772 deferred stock units as compensation for his service on the board of Xponential Fitness.

Summary

• Director Mark Grabowski received a grant of 5,772 deferred stock units (DSUs) on April 1, 2026.
• The DSUs are fully vested upon grant.
• Following this transaction, Mark Grabowski holds 68,087 shares directly.
• Through H&W Investco LP and H&W Investco II LP, he maintains indirect beneficial ownership of 5,612,062 shares of Class A Common Stock and 6,101,697 shares of Class B Common Stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a routine administrative filing regarding director compensation with no material impact on the company's financial outlook.

Positives

• The grant of DSUs aligns the director's interests with those of shareholders.
• The transaction reflects ongoing commitment from a significant stakeholder and director.

Negatives

• None identified.

Risks

• The reporting person maintains significant indirect ownership through investment vehicles, which may concentrate voting power.

Future Outlook

No specific forward-looking guidance provided in this filing.

Management Comments

• The DSUs were granted to the Reporting Person for services on the Issuer's board of directors.

Industry Context

StockSavvy.ai notes that director equity grants are standard corporate governance practices designed to incentivize long-term board oversight and alignment with shareholder value.

Comparison to Industry Standards

• The use of deferred stock units for director compensation is consistent with standard practices for publicly traded companies in the fitness and wellness sector.
• The structure of indirect ownership through investment vehicles is common for directors associated with private equity or investment firms.

Related Party Transactions

• Mark Grabowski is the sole manager of MGAG LLC, which serves as the general partner for H&W Investco LP and H&W Investco II LP.

Stakeholder Impact

• Minimal impact on shareholders as this is a standard equity-based compensation grant.

Next Steps

• Continued monitoring of insider trading activity and board compensation disclosures.

Key Dates

Keywords

Xponential Fitness, XPOF, Form 4, Director Compensation, Insider Ownership, Deferred Stock Units