Form 4: Xponential Fitness COO Sells Shares for Tax Obligations

Xponential Fitness's Chief Operating Officer, Timothy Weiderhoft, disposed of 9,739 Class A common shares to cover tax withholding obligations related to restricted stock unit vesting.

Summary

• Timothy Paul Weiderhoft, Chief Operating Officer of Xponential Fitness, Inc. (XPOF), reported a disposition of Class A Common Stock.
• The transaction involved 9,739 shares disposed of on January 13, 2026, at a price of $8.01 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 the reporting person.
• Following this transaction, Timothy Weiderhoft beneficially owns 61,743 shares of Class A Common Stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. It is a routine, non-discretionary transaction for tax purposes related to RSU vesting and does not reflect a change in management's outlook or a strategic move.

Positives

• The disposition was non-discretionary, indicating it was not a sale based on the officer's personal view of the company's future prospects.
• The Chief Operating Officer retains a significant beneficial ownership of 61,743 shares after the transaction, demonstrating continued alignment with shareholder interests.

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 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

StockSavvy.ai notes that 'withhold to cover' transactions are a standard practice in executive compensation, particularly with restricted stock units, and are generally not indicative of broader industry trends or specific company performance issues.

Comparison to Industry Standards

• This type of non-discretionary share disposition for tax purposes is a common and standard practice across publicly traded companies, including peers in the fitness and wellness sector such as Planet Fitness (PLNT) or Life Time Group Holdings (LTH).
• The mechanism of withholding shares to cover tax liabilities upon RSU vesting is a widely accepted method to manage executive compensation and tax obligations, aligning with corporate governance best practices observed in companies of similar market capitalization and industry.

Stakeholder Impact

• Shareholders: Minimal impact, as this is a routine, non-discretionary transaction for tax purposes and does not signal a change in the executive's confidence or the company's fundamentals.
• Employees: No direct impact mentioned.

Key Dates

Keywords

Xponential Fitness, XPOF, Insider Transaction, Form 4, Stock Disposition, Restricted Stock Units, Tax Withholding, Chief Operating Officer