Mark Grabowski - Jan 1, 2025 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role
Director, 10%+ Owner
Signature
/s/ John Meloun, as Attorney-in-Fact for Mark Grabowski
Stock symbol
XPOF
Transactions as of
Jan 1, 2025
Transactions value $
$0
Form type
4
Date filed
1/2/2025, 12:59 PM
Previous filing
Nov 22, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class A Common Stock Award $0 +2.48K +8.12% $0.00 33K Jan 1, 2025 Direct F1
holding XPOF Class A Common Stock 5.61M Jan 1, 2025 H&W Investco II LP F2
holding XPOF Class B Common Stock 6.1M Jan 1, 2025 H&W Investco LP 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
holding XPOF LLC Units in Xponential Holdings LLC 6.1M Jan 1, 2025 Class A Common Stock 6.1M H&W Investco LP F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the Issuers Class A common stock subject to restricted stock units (RSUs) award granted to the Reporting Person for services on the Issuer's board of directors. The RSUs are fully vested.
F2 MGAG LLC is the general partner of H&W Investco LP and H&W Investco II LP. Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC.
F3 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.
F4 The LLC Units are fully vested.
F5 The LLC Units do not expire.