Form 4: Xponential Fitness Director Mark Grabowski Reports Acquisition of Vested Restricted Stock Units

Mark Grabowski, a Director and 10% owner of Xponential Fitness, Inc., reported the acquisition of 4,355 fully vested Class A common stock through restricted stock units.

Summary

• Mark Grabowski, a Director and 10% owner of Xponential Fitness, Inc. (XPOF), reported a transaction on July 1, 2025.
• Acquired 4,355 shares of Class A Common Stock through a restricted stock unit (RSU) award granted for services on the Issuer's board of directors.
• The RSUs were acquired at a price of $0 and are fully vested.
• Following this transaction, Mr. Grabowski directly beneficially owns 53,972 shares of Class A Common Stock.
• Indirect beneficial ownership includes 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, Mr. Grabowski indirectly beneficially owns 6,101,697 LLC Units in Xponential Holdings LLC through H&W Investco LP, which are fully vested and convertible into Class A Common Stock.
• Mr. Grabowski controls MGAG LLC, which is the general partner of H&W Investco LP and H&W Investco II LP.

Sentiment

Score: 6

Explanation: The filing is neutral as it reports a standard insider transaction (equity compensation). The grant of vested RSUs to a director is generally a positive sign of alignment but does not indicate significant new information beyond routine compensation.

Positives

• Increased direct ownership by a Director and 10% owner, indicating alignment of interests with shareholders.
• The RSUs are fully vested upon grant, providing immediate ownership.

Future Outlook

N/A

Industry Context

This Form 4 filing is a standard disclosure of insider equity transactions and does not provide broader industry context or trends. It reflects an individual's compensation and ownership structure within Xponential Fitness, Inc.

Related Party Transactions

• The transaction involves the grant of restricted stock units to a director for services, which is a common form of related party compensation.
• Indirect ownership is held through entities (H&W Investco LP and H&W Investco II LP) where Mr. Grabowski has controlling interest via MGAG LLC.

Stakeholder Impact

• Shareholders: Increased alignment of a significant insider's interests with shareholders due to increased equity ownership. The grant of RSUs is a form of non-cash compensation that dilutes existing shareholders to a minor extent, but is standard practice.

Key Dates

Recommendation

Keywords

Xponential Fitness, XPOF, Mark Grabowski, SEC Form 4, Insider Trading, Beneficial Ownership, Restricted Stock Units, RSU, Director, 10% Owner, Equity Compensation