Brenda I. Morris - 26 Jul 2021 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role: Director
Signature: John Meloun, as Attorney-in-Fact, for Brenda Morris
Issuer symbol: XPOF
Transactions as of: 26 Jul 2021
Net transactions value: +$0.706
Form type: 4
Filing time: 28 Jul 2021, 20:27:33 UTC
Previous filing: 22 Jul 2021
Next filing: 17 Sep 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	XPOF	Class B Common Stock	Award	$0.706	+7,060		$0.000100^*	7,060	26 Jul 2021	Direct	F1
transaction	XPOF	Class A Common Stock	Award	$0	+6,249		$0.000000	6,249	27 Jul 2021	Direct	F2

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
transaction	XPOF	LLC Units in Xponential Holdings LLC	Award	$0	+7,060		$0.000000	7,060	26 Jul 2021	Class A Common Stock	7,060		Direct	F1, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These securities were acquired through the conversion prior to the completion of the Issuer's initial public offering of historical interests held by the reporting person in H&W Franchise Holdings, LLC.
F2	Represents a grant of restricted stock units that will vest, subject to continued service, 50% on the first anniversary of the date of grant, 25% on the 18-month anniversary of the date of grant and 25% on the second anniversary of the date of grant.
F3	Upon vesting, each LLC unit in Xponential Holdings LLC ("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. The LLC Units do not expire.
F4	The LLC Units are fully vested.