Form 4: Xponential Fitness Chief Legal Officer Reports Routine Stock Disposition for Tax Obligations

Andrew Hagopian, Chief Legal Officer of Xponential Fitness, reported the disposition of 7,313 shares of Class A Common Stock valued at $9.01 per share to cover tax withholding obligations related to RSU vesting.

Summary

• Andrew Hagopian, Chief Legal Officer of Xponential Fitness, Inc. (XPOF), reported a transaction involving the company's Class A Common Stock.
• On May 31, 2025, Mr. Hagopian disposed of 7,313 shares of Class A Common Stock at a price of $9.01 per share.
• This disposition was a mandatory "withhold to cover" transaction to satisfy tax withholding obligations associated with the vesting of Restricted Stock Units (RSUs) granted under the Issuer's equity incentive plan.
• The transaction was not a discretionary sale by Mr. Hagopian.
• Following this transaction, Mr. Hagopian directly beneficially owns 244,611 shares of Class A Common Stock and indirectly owns 8,800 shares through the Hagopian Family Trust dated February 4, 2016.

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary transaction for tax purposes related to RSU vesting, which is neutral in sentiment. It does not indicate positive or negative discretionary action by the insider or significant new information about the company's performance or outlook.

Positives

• The transaction represents the vesting of Restricted Stock Units (RSUs), indicating that previously granted equity compensation has matured.
• The disposition was non-discretionary, solely for tax withholding purposes, which is a standard practice for equity compensation.

Negatives

• A reduction in direct beneficial ownership of 7,313 shares, although for a non-discretionary tax purpose.

Future Outlook

Not applicable. This filing reports a past transaction and does not provide forward-looking statements or guidance.

Management Comments

• "The disposition reported on this Form 4 represents shares withheld to cover tax withholding obligations in connection with the vesting of Class A common stock subject to restricted stock units (RSUs) award granted pursuant to the Issuer's equity incentive plan."
• "The disposition was to satisfy tax withholding obligations to be funded by a 'mandatory withhold to cover' transaction and does not represent a discretionary transaction by the reporting person."

Industry Context

This is a routine insider transaction related to executive compensation and tax obligations, common across all publicly traded companies that grant equity awards. It does not reflect specific industry trends or competitive dynamics.

Comparison to Industry Standards

• The practice of withholding shares to cover tax obligations upon RSU vesting is a standard and common method for managing equity compensation in publicly traded companies across various industries.
• This transaction aligns with typical corporate governance practices for executive equity awards.

Related Party Transactions

• The transaction involves the disposition of shares to the issuer (Xponential Fitness, Inc.) to cover tax obligations arising from equity compensation, which is a standard and expected interaction between an executive and their company.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary transaction for tax purposes and does not signal a change in management's confidence or company fundamentals.
• Employees: No direct impact beyond the reporting person.
• Customers/Suppliers/Creditors: No direct impact.

Key Dates

Keywords

Xponential Fitness, XPOF, Form 4, insider transaction, Andrew Hagopian, Chief Legal Officer, stock disposition, RSU vesting, tax withholding, equity compensation