Mark Grabowski - Nov 21, 2024 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role
Director, 10%+ Owner
Signature
/s/ Mark Grabowski
Stock symbol
XPOF
Transactions as of
Nov 21, 2024
Transactions value $
-$39,842,429
Form type
4
Date filed
11/22/2024, 06:48 AM
Previous filing
Oct 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class B Common Stock Disposed to Issuer $0 -1.35M -18.14% $0.00 6.1M Nov 21, 2024 H&W Investco LP F1, F2
transaction XPOF Class A Common Stock Options Exercise $0 +1.35M $0.00 1.35M Nov 21, 2024 H&W Investco LP F1, F2
transaction XPOF Class A Common Stock Sale -$20.8M -1.35M -100% $15.35 0 Nov 21, 2024 H&W Investco LP F2, F3
transaction XPOF Class A Common Stock Sale -$19.1M -1.24M -18.14% $15.35 5.61M Nov 21, 2024 H&W Investco II LP F2, F3
holding XPOF Class A Common Stock 30.5K Nov 21, 2024 Direct

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 Conversion of derivative security $0 -1.35M -18.14% $0.00 6.1M Nov 21, 2024 Class A Common Stock 1.35M H&W Investco LP F2, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 21, 2024, H&W Investco LP ("Investco I") redeemed 1,352,047 LLC Units, together with the cancellation of 1,352,047 shares of Class B Common Stock, for 1,352,047 shares of Class A Common Stock.
F2 MGAG LLC is the general partner of Investco I and H&W Investco II LP ("Investco II"). Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC.
F3 On November 20, 2024, Investco I and Investco II enlisted BofA Securities, Inc. as broker-dealer in connection with the sale of 2,595,598 shares of the Issuer's Class A Common Stock at the public offering price of $15.35 per share, less the broker discount of $1.91 per share. On November 21, 2024, Investco I and Investco II sold 1,352,047 shares of Class A Common Stock and 1,243,551 shares of Class A Common Stock, respectively, pursuant to Rule 144 under the Securities Act of 1933, as amended, through its broker-dealer.
F4 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.
F5 The LLC Units are fully vested.
F6 The LLC Units do not expire.