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Filing Details

Accession Number:: 0001127602-24-009014
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-03-07 16:23:19
Reporting Period:: 2024-03-06

Accepted Time:: 2024-03-07 16:23:19
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1802156	Xponential Fitness Inc.	XPOF	Services-Miscellaneous Amusement & Recreation (7990)	844395129

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1870549	Anthony Geisler	C/O Xponential Fitness, Inc. Irvine CA 92614	Chief Executive Officer	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2024-03-06	32,125	$14.08	361,886	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	83,330	Indirect	LAG Fit, Inc.
Class A Common Stock	371,643	Indirect	The Anthony Geisler Trust U/A Dated 05/17/2011
Class B Common Stock	7,429,878	Indirect	LAG Fit, Inc.

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	LLC Units in Xponential Holdings LLC	$0.00			7,429,878	7,429,878	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	7,429,878	7,429,878	Indirect

Footnotes

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.
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.
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.
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.
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.
The LLC Units are fully vested.
The LLC Units do not expire.