Form 4: Xponential Fitness Director Mark Grabowski Boosts Equity Holdings with New RSU Awards

Mark Grabowski, a Director and 10% owner of Xponential Fitness, Inc., reported the acquisition of 16,592 Class A Common Stock through restricted stock unit (RSU) awards, significantly detailing his substantial direct and indirect beneficial ownership.

Summary

• Mark Grabowski, a Director and 10% owner of Xponential Fitness, Inc. (XPOF), filed a Form 4 disclosing changes in his beneficial ownership.
• On April 1, 2025, Mr. Grabowski acquired 4,080 shares of Class A Common Stock through a restricted stock unit (RSU) award, which are fully vested.
• On May 21, 2025, he acquired an additional 12,512 shares of Class A Common Stock via another RSU award.
• The 12,512 RSUs granted on May 21, 2025, will 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 continued service.
• Following these transactions, Mr. Grabowski directly beneficially owns 49,618 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.
• Furthermore, he indirectly beneficially owns 6,101,697 shares of Class B Common Stock and 6,101,697 LLC Units in Xponential Holdings LLC through H&W Investco LP.
• Each LLC Unit in Xponential Holdings LLC is redeemable for one share of Class A Common Stock (together with the cancellation of a Class B Common Stock share) or a cash payment equal to the volume weighted average market price of one Class A Common Stock share.
• The LLC Units are fully vested and do not expire.
• Mr. Grabowski's indirect ownership stems from his role as the sole manager and controlling member of MGAG LLC, which is the general partner of H&W Investco LP and H&W Investco II LP.

Sentiment

Score: 7

Explanation: The sentiment is positive as it indicates an insider, a director and 10% owner, is increasing their equity stake in the company through RSU awards, aligning their interests with shareholders. While RSUs are compensation, they still represent an increase in beneficial ownership.

Positives

• The acquisition of 16,592 Class A Common Stock through RSU awards demonstrates continued alignment of a key insider's interests with those of shareholders.
• The 4,080 RSUs granted on April 1, 2025, are fully vested, immediately increasing Mr. Grabowski's direct ownership.
• Mr. Grabowski maintains a substantial indirect beneficial ownership, including over 6.1 million Class B Common Stock and convertible LLC Units, indicating a significant long-term stake in the company's success.

Future Outlook

The 12,512 Class A Common Stock RSUs granted on May 21, 2025, are scheduled 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, contingent on continued service.

Industry Context

This Form 4 filing is a standard regulatory disclosure for insider transactions within the U.S. public markets. It provides transparency regarding changes in beneficial ownership by a director and significant shareholder of Xponential Fitness, a company operating in the health and fitness industry.

Stakeholder Impact

• Shareholders: The increase in a director's equity holdings, particularly through RSU awards, can be viewed positively as it aligns management's interests with shareholder value creation. It signals confidence from an insider in the company's future performance.

Next Steps

• Vesting of the 12,512 Class A Common Stock RSUs granted on May 21, 2025, will occur on the earlier of the first anniversary of the 2025 Annual Meeting or the 2026 Annual Meeting of Stockholders.

Key Dates

Keywords

Xponential Fitness, XPOF, Form 4, Insider Ownership, Beneficial Ownership, Restricted Stock Units, RSUs, Director, 10% Owner, Equity Holdings, Corporate Governance