Xponential Fitness (XPOF) 10% Owner Mark Grabowski Receives Award

What Happened

• Mark Grabowski, a 10% owner of Xponential Fitness (XPOF) and a board member, was granted 5,772 deferred stock units (DSUs) on April 1, 2026. The filing reports an acquisition at $0.00 (i.e., no cash paid). The DSUs are immediately vested per the filing.

Key Details

• Transaction date: 2026-04-01; filing date: 2026-04-06.
• Grant: 5,772 DSUs recorded at $0.00 (acquisition type "A"); total cash consideration shown as $0.
• Shares owned after transaction: not specified in the filing.
• Notable footnotes:
  • F1: DSUs were granted for board services and are immediately vested.
  • F2: Mr. Grabowski controls MGAG LLC, the GP of related investment entities, via a wholly owned entity.
  • F3–F5: The related LLC units can be redeemed for one share of Class A common stock (or cash equal to VWAP), are fully vested, and do not expire.
• No indication in the filing that this was a sale or exercise; it was a compensation award.

Context

• DSUs are a form of equity compensation that typically convert to shares or cash later (here, redeemable for Class A shares or cash based on VWAP), so this award represents compensation rather than an open‑market purchase or sale.
• As a 10% owner and board member, Mr. Grabowski’s grant reflects insider compensation and ownership structuring; it should not be read as a straightforward buy or sell signal by itself.