Ryan Junk - Jan 26, 2023 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role
Chief Operating Officer
Signature
/s/ John Meloun, as Attorney-in-Fact, for Ryan Junk
Stock symbol
XPOF
Transactions as of
Jan 26, 2023
Transactions value $
-$320,333
Form type
4
Date filed
2/27/2023, 08:17 PM
Previous filing
Aug 15, 2022
Next filing
Mar 6, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class A Common Stock Tax liability -$277K -10.8K -4.07% $25.49 256K Jan 26, 2023 Direct F1
transaction XPOF Class A Common Stock Tax liability -$43.8K -1.72K -7.57% $25.49 21K Jan 26, 2023 By Spouse F1
transaction XPOF Class A Common Stock Award $0 +4.95K +1.93% $0.00 261K Feb 23, 2023 Direct F2
transaction XPOF Class A Common Stock Award $0 +2.39K +11.38% $0.00 23.4K Feb 23, 2023 By Spouse F3
holding XPOF Class B Common Stock 33.9K Jan 26, 2023 Direct
holding XPOF Class B Common Stock 26.3K Jan 26, 2023 By Spouse

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding XPOF LLC Units in Xponential Holdings LLC 33.9K Jan 26, 2023 Class A Common Stock 33.9K Direct F4, F5, F6
holding XPOF LLC Units in Xponential Holdings LLC 26.3K Jan 26, 2023 Class A Common Stock 26.3K By Spouse F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares were withheld to satisfy tax withholding obligations in connection with the release of shares subject to vesting.
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 will vest, subject to continued service, 100% on May 24, 2023.
F3 Represents the Issuer's Class A common stock subject to performance stock units (PSUs) award granted pursuant to the Issuer's equity incentive plan. All PSUs are vested.
F4 Any vested LLC Unit 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.
F5 All LLC Units are vested and redeemable into shares of Class A common stock.
F6 The LLC Units do not expire.