Grabowski Mark 4

4 · Xponential Fitness, Inc. · Filed Apr 6, 2026

AI-generated summary of this filing

Updated Apr 6, 2026

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.

Form 4

Period: 2026-04-01

Director10% Owner

Transactions

Holdings

Class A Common Stock
[F2]
(indirect: H&W Investco II LP)
5,612,062
Class B Common Stock
[F2]
(indirect: H&W Investco LP)
6,101,697
LLC Units in Xponential Holdings LLC
[F3][F4][F5][F2]
(indirect: H&W Investco LP)
→ Class A Common Stock (6,101,697 underlying)
6,101,697

Footnotes (5)

[F1]Represents deferred stock units ("DSUs") granted to the Reporting Person for services on the Issuer's board of directors. The DSUs are immediately vested
[F2]MGAG LLC is the general partner of H&W Investco LP and H&W Investco II LP. Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC.
[F3]Each LLC Unit in Xponential Holdings LLC may be redeemed for, together with the cancellation of a share of Class B Common Stock, one share of Class A Common Stock or a cash payment equal to the volume weighted average market price of one share of Class A Common Stock for each LLC Unit redeemed.
[F4]The LLC Units are fully vested.
[F5]The LLC Units do not expire.

Signature

/s/ Gavin O'Connor, as Attorney-in-Fact for Mark Grabowski|2026-04-03

2 files