Xponential Fitness CEO Michael Nuzzo Sells 22,221 Shares to Cover Taxes

What Happened
Michael Nuzzo, CEO of Xponential Fitness (XPOF), had 22,221 shares of Class A common stock withheld on 2026-08-07 to satisfy tax withholding related to RSU vesting. The shares were valued at $5.03 each, for a total of $111,772. This was a mandatory withhold-to-cover transaction (tax withholding), not a discretionary open-market sale.

Key Details

• Transaction date: 2026-08-07; Form 4 filed: 2026-08-27 (appears to be filed late vs. the typical 2-business-day reporting requirement).
• Price per share: $5.03; Shares withheld/disposed: 22,221; Total value: $111,772.
• Transaction code: F (tax withholding). Footnote: withholding was mandatory to cover tax obligations on vested RSUs and was not a discretionary sale by the reporting person.
• Shares owned after transaction: Not specified in the provided filing details.

Context
This type of transaction is common when RSUs vest and the issuer withholds shares to satisfy required tax withholdings (a cashless/withhold-to-cover mechanism). It generally reflects routine tax compliance rather than a voluntary decision to sell shares for investment reasons. The late filing delays public disclosure of the trade; it does not change the underlying nature of the withholding.