Michael Nuzzo - 21 Aug 2025 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role: Chief Executive Officer
Signature: /s/ John P Meloun, as Attorney-in-Fact for Michael Nuzzo
Issuer symbol: XPOF
Transactions as of: 21 Aug 2025
Net transactions value: $0
Form type: 4
Filing time: 25 Aug 2025, 17:57:52 UTC
Previous filing: 11 Aug 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Nuzzo Michael	Chief Executive Officer	17877 VON KARMAN AVE SUITE 100, IRVINE	/s/ John P Meloun, as Attorney-in-Fact for Michael Nuzzo	25 Aug 2025	0001443251

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	XPOF	Class A Common Stock	Award	$0	+216,369		$0.000000	216,369	21 Aug 2025	Direct	F1
transaction	XPOF	Class A Common Stock	Award	$0	+216,369	+100%	$0.000000	432,738	21 Aug 2025	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award granted pursuant to the Issuer's equity incentive plan. The RSUs shall vest with respect to 25% of shares subject to such RSUs on each of the 12-, 24-, 30, and 36-month anniversaries of August 7, 2025, in each case subject to the Reporting Person's continued employment through such vesting date.
F2	Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award granted pursuant to the Issuer's equity incentive plan. The RSUs shall vest in three substantially equal amounts if, during the 36-month period following August 7, 2025, the closing price of the Issuer's Class A common stock, as reported on the New York Stock Exchange, equals or exceeds $16.00, $25.00, or $30.00, respectively, for 20 consecutive trading days, subject to the Reporting Person's continued employment through such vesting date.

Content

Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award granted pursuant to the Issuer's equity incentive plan. The RSUs shall vest with respect to 25% of shares subject to such RSUs on each of the 12-, 24-, 30, and 36-month anniversaries of August 7, 2025, in each case subject to the Reporting Person's continued employment through such vesting date.

Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award granted pursuant to the Issuer's equity incentive plan. The RSUs shall vest in three substantially equal amounts if, during the 36-month period following August 7, 2025, the closing price of the Issuer's Class A common stock, as reported on the New York Stock Exchange, equals or exceeds $16.00, $25.00, or $30.00, respectively, for 20 consecutive trading days, subject to the Reporting Person's continued employment through such vesting date.