Form 4: Xponential Fitness Director Boosts Stake

Mark Grabowski, a Director and 10% owner of Xponential Fitness, acquired 4,247 shares of Class A common stock through a restricted stock unit award.

Summary

• Mark Grabowski, a Director and 10% owner of Xponential Fitness, Inc. (XPOF), reported an acquisition of securities.
• On October 1, 2025, Mr. Grabowski acquired 4,247 shares of Class A Common Stock.
• These shares represent a restricted stock unit (RSU) award granted for his services on the Issuer's board of directors.
• The RSUs are fully vested and were acquired at a price of $0.
• Following this transaction, Mr. Grabowski directly beneficially owns 58,219 shares of Class A Common Stock.
• He also indirectly beneficially owns 5,612,062 shares of Class A Common Stock through H&W Investco II LP and 6,101,697 shares of Class B Common Stock through H&W Investco LP.
• Additionally, he indirectly owns 6,101,697 LLC Units in Xponential Holdings LLC through H&W Investco LP, which are fully vested and redeemable for Class A Common Stock.
• Mr. Grabowski controls MGAG LLC, the general partner of H&W Investco LP and H&W Investco II LP, thereby controlling these indirect holdings.

Sentiment

Score: 7

Explanation: The acquisition of additional shares by a director and significant owner, even if through an RSU grant for services, generally signals continued alignment of interests and confidence in the company's future. The shares are fully vested, indicating immediate ownership.

Positives

• Increased direct beneficial ownership by a Director and 10% owner, Mark Grabowski, by 4,247 shares of Class A Common Stock.
• The RSU award for board services indicates continued compensation and alignment of interests between management/board and shareholders.
• All acquired RSUs are fully vested, meaning immediate ownership without future vesting conditions.

Negatives

• The acquisition of 4,247 shares was through a restricted stock unit (RSU) award at a price of $0, rather than an open market cash purchase, which might be perceived as a less direct vote of confidence compared to a personal cash investment.

Risks

• No specific risks related to the company's operations or financial health are disclosed in this Form 4 filing. This filing solely reports an insider transaction.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Mark Grabowski's indirect beneficial ownership through H&W Investco LP and H&W Investco II LP, where he is the controlling member of the general partner (MGAG LLC), constitutes a related party structure for reporting purposes under Section 16.

Stakeholder Impact

• Shareholders: May view the increased insider ownership as a positive signal, indicating management's continued commitment and alignment with shareholder interests.
• Employees, Customers, Suppliers, Creditors: No direct impact is indicated by this specific filing.

Key Dates

Recommendation

The acquisition of additional shares by a director and 10% owner, Mark Grabowski, through a fully vested RSU award, is a positive signal of continued alignment with the company's performance. While not a direct cash investment, it increases insider ownership and demonstrates confidence. This transaction alone does not provide enough information to warrant a 'buy' or 'sell' recommendation, but it reinforces a 'hold' position for existing investors, suggesting stability and continued insider commitment.

Keywords

Xponential Fitness, XPOF, Mark Grabowski, Insider Transaction, Form 4, Director, 10% Owner, Restricted Stock Units, RSU, Beneficial Ownership, Class A Common Stock, Corporate Governance