Anthony Geisler - Mar 6, 2024 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
John Meloun, as Attorney-in-Fact for Anthony Geisler
Stock symbol
XPOF
Transactions as of
Mar 6, 2024
Transactions value $
-$452,265
Form type
4
Date filed
3/7/2024, 04:23 PM
Previous filing
Feb 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class A Common Stock Sale -$452K -32.1K -8.15% $14.08 362K Mar 6, 2024 Direct F1, F2
holding XPOF Class A Common Stock 83.3K Mar 6, 2024 LAG Fit, Inc. F3
holding XPOF Class A Common Stock 372K Mar 6, 2024 The Anthony Geisler Trust U/A Dated 05/17/2011 F4
holding XPOF Class B Common Stock 7.43M Mar 6, 2024 LAG Fit, Inc. F3

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 7.43M Mar 6, 2024 Class A Common Stock 7.43M LAG Fit, Inc. F3, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The sale reported on this Form 4 represents shares sold by the reporting person to cover tax withholding obligations in connection with the award of Class A common stock subject to restricted stock units (RSUs) award granted pursuant to the Issuer's equity incentive plan. The sale was to satisfy tax withholding obligations to be funded by a "mandatory sell to cover" transaction and does not represent a discretionary transaction by the reporting person.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.74 to $14.28, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
F3 LAG Fit, Inc. is wholly owned by Mr. Geisler. Mr. Geisler has reported sole investment and dispositive power over the shares held by LAG Fit, Inc.
F4 Shares are owned directly by the Anthony Geisler Trust U/A Dated 05/17/2011 and indirectly by Mr. Geisler as trustee of the trust.
F5 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.
F6 The LLC Units are fully vested.
F7 The LLC Units do not expire.