[Form 4] Xponential Fitness, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Xponential Fitness, Inc. Chief Financial Officer John P. Meloun reported a tax-related share disposition. On the vesting of restricted stock units, 29,738 shares of Class A common stock were withheld at $5.53 per share to cover tax obligations in a mandatory, non-discretionary transaction. After this, he holds 326,026 Class A shares, plus 185,904 LLC Units in Xponential Holdings LLC and 185,904 shares of Class B common stock, which remain fully vested and redeemable into Class A common stock.

Insights

Equity compensation and governance analyst

Routine tax withholding; no open-market selling signal.

The CFO of Xponential Fitness, Inc., John P. Meloun, had 29,738 Class A shares withheld at $5.53 per share to satisfy tax obligations on vested RSUs. Footnotes clarify this was a mandatory “withhold to cover” transaction under the company’s equity incentive plan.

This type of Form 4 code F activity is administrative rather than an elective sale, so it generally does not indicate a change in the insider’s sentiment toward the stock. Following the withholding, he still holds 326,026 Class A shares and 185,904 LLC Units/Class B shares, all vested and redeemable into Class A common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Meloun John P

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	29,738	$5.53	$164K
holding	LLC Units in Xponential Holdings LLC	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 326,026 shares (Direct); LLC Units in Xponential Holdings LLC — 185,904 shares (Direct); Class B Common Stock — 185,904 shares (Direct)

Footnotes (1)

1. The disposition reported on this Form 4 represents shares withheld to cover tax withholding obligations in connection with the vesting of Class A common stock subject to restricted stock units (RSUs) award granted pursuant to the Issuer's equity incentive plan. The disposition was to satisfy tax withholding obligations to be funded by a "mandatory withhold to cover" transaction and does not represent a discretionary transaction by the reporting person. All LLC Units are vested and redeemable into shares of Class A common stock. The LLC Units do not expire.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Meloun John P

(Last) (First) (Middle)

C/O XPONENTIAL FITNESS, INC.

(Street)

IRVINE CA 92614

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Xponential Fitness, Inc. [ XPOF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/04/2026		F		29,738(1)	D	$5.53	326,026	D
Class B Common Stock								185,904	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LLC Units in Xponential Holdings LLC	(2)							(2)	(3)	Class A Common Stock	185,904		185,904	D

Explanation of Responses:

1. The disposition reported on this Form 4 represents shares withheld to cover tax withholding obligations in connection with the vesting of Class A common stock subject to restricted stock units (RSUs) award granted pursuant to the Issuer's equity incentive plan. The disposition was to satisfy tax withholding obligations to be funded by a "mandatory withhold to cover" transaction and does not represent a discretionary transaction by the reporting person.

2. All LLC Units are vested and redeemable into shares of Class A common stock.

3. The LLC Units do not expire.

	/s/ John P Meloun, Chief Financial Officer of Xponential Fitness, Inc.	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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