Form 4: Xponential Fitness Director Jair Clarke Receives RSU Grant for Board Service

Xponential Fitness, Inc. Director Jair Clarke was granted 12,512 shares of Class A common stock in the form of restricted stock units (RSUs) as compensation for his board service.

Summary

• Jair Clarke, a Director of Xponential Fitness, Inc. (XPOF), reported the acquisition of 12,512 shares of Class A Common Stock.
• The transaction occurred on May 21, 2025, and was an acquisition (A) at a price of $0 per share.
• These shares represent a restricted stock unit (RSU) award granted to Mr. Clarke for his services on the Issuer's board of directors.
• Following this transaction, Mr. Clarke beneficially owns a total of 29,118 shares of Class A Common Stock directly.
• The RSUs are subject to vesting, contingent upon continued service, on the earlier of the first anniversary of the Issuer's 2025 Annual Meeting of Stockholders or the date of the Issuer's 2026 Annual Meeting of Stockholders.

Sentiment

Score: 7

Explanation: The sentiment is positive as the document reports a standard and expected compensation event for a director, which aligns management's interests with shareholders. There are no negative implications or unexpected events reported.

Positives

• The grant of restricted stock units (RSUs) to Director Jair Clarke aligns his interests with those of the shareholders, as the value of his compensation is tied to the company's stock performance.
• This is a standard form of compensation for board members, indicating normal corporate governance practices are in place.

Risks

• The vesting of the 12,512 restricted stock units is subject to Jair Clarke's continued service on the board of directors, meaning the shares could be forfeited if his service ceases before the vesting date.

Future Outlook

The future outlook indicates that the 12,512 restricted stock units granted to Director Jair Clarke are expected to vest, subject to his continued service, on the earlier of the first anniversary of the 2025 Annual Meeting of Stockholders or the date of the 2026 Annual Meeting of Stockholders.

Industry Context

The grant of restricted stock units (RSUs) to a director is a common and widely accepted practice in the public company landscape for compensating board members. This method aligns the director's financial incentives with the long-term performance of the company's stock, a standard approach across various industries to foster shareholder value creation.

Comparison to Industry Standards

• The compensation structure involving Restricted Stock Units (RSUs) for board service is a standard practice across publicly traded companies, including those in the fitness and wellness industry.
• Companies like Planet Fitness (PLNT) and Life Time Group Holdings (LTH) also utilize equity-based compensation for their directors to align interests with shareholders, though specific grant sizes and vesting schedules vary based on company size, director responsibilities, and compensation policies.

Related Party Transactions

• The grant of 12,512 restricted stock units to Jair Clarke, a Director of Xponential Fitness, Inc., constitutes a related party transaction as it involves compensation from the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's financial interests with shareholder value creation, as the value of the compensation is tied to the company's stock performance.
• Employees: No direct impact on general employees is indicated by this specific filing.

Next Steps

• The 12,512 restricted stock units are expected to vest on the earlier of the first anniversary of the Issuer's 2025 Annual Meeting of Stockholders or the date of the Issuer's 2026 Annual Meeting of Stockholders, subject to Jair Clarke's continued service.

Key Dates

Keywords

Xponential Fitness, XPOF, Jair Clarke, Form 4, Restricted Stock Units, RSU, Director Compensation, Insider Transaction, Equity Grant, Corporate Governance