John P. Meloun - 04 Mar 2025 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role: Chief Financial Officer
Signature: /s/ John P Meloun, Chief Financial Officer of Xponential Fitness, Inc.
Issuer symbol: XPOF
Transactions as of: 04 Mar 2025
Net transactions value: -$334,248
Form type: 4
Filing time: 10 Mar 2025, 21:43:23 UTC
Previous filing: 04 Jun 2024
Next filing: 02 Jun 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	XPOF	Class A Common Stock	Tax liability	$334,248	-25,751	-9.1%	$12.98	257,288	04 Mar 2025	Direct	F1
holding	XPOF	Class B Common Stock						185,904	04 Mar 2025	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
holding	XPOF	LLC Units in Xponential Holdings LLC						185,904	04 Mar 2025	Class A Common Stock	185,904		Direct	F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	The disposition reported on this Form 4 represents shares withheld to cover tax withholding obligations in connection with the vesting of Class A common stock subject to restricted stock units (RSUs) award granted pursuant to the Issuer's equity incentive plan. The disposition was to satisfy tax withholding obligations to be funded by a "mandatory withhold to cover" transaction and does not represent a discretionary transaction by the reporting person.
F2	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.
F3	All LLC Units are vested and redeemable into shares of Class A common stock.
F4	The LLC Units do not expire.