Form 4: Xponential Fitness CLO Sells Shares for Tax Obligations

Andrew Hagopian, Chief Legal Officer of Xponential Fitness, disposed of 26,425 Class A common shares to cover tax withholding obligations related to RSU vesting.

Summary

• Andrew Hagopian, Chief Legal Officer of Xponential Fitness, Inc. (XPOF), reported a disposition of 26,425 shares of Class A Common Stock on October 9, 2025.
• The shares were disposed of at a price of $7.59 per share.
• This transaction was a 'mandatory withhold to cover' disposition to satisfy tax withholding obligations in connection with the vesting of restricted stock units (RSUs) awarded under the Issuer's equity incentive plan.
• The disposition does not represent a discretionary transaction by the reporting person.
• Following the transaction, Andrew Hagopian directly beneficially owns 218,186 shares of Class A Common Stock.
• Additionally, 8,800 shares are indirectly beneficially owned through the Hagopian Family Trust dated February 4, 2016.

Sentiment

Score: 5

Explanation: The transaction is a routine, non-discretionary disposition of shares to cover tax withholding obligations upon RSU vesting, which is a standard practice and does not reflect a change in management's outlook or confidence.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

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 insider transaction is a routine event related to executive compensation and does not provide specific insights into broader industry trends or competitive landscape.

Stakeholder Impact

• Minimal impact on shareholders as this is a routine, non-discretionary transaction for tax purposes and does not signal a change in the reporting person's investment sentiment or the company's fundamentals.

Key Dates

Recommendation

This Form 4 reports a routine, non-discretionary disposition of shares by a Chief Legal Officer to cover tax withholding obligations upon the vesting of restricted stock units. Such transactions are common for equity compensation and do not indicate a change in the company's fundamentals or management's confidence, thus not warranting a change in investment recommendation based solely on this filing.

Keywords

Xponential Fitness, XPOF, Andrew Hagopian, Form 4, Insider Transaction, Restricted Stock Units, Tax Withholding, Equity Incentive Plan, Chief Legal Officer