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Filing Details

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1802156	Xponential Fitness Inc.	XPOF	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1745895	H&W Investco Lp	113 Buffalo Bay Road Madison CT 06443	No	No	No	No
1870551	Mark Grabowski	C/O Xponential Fitness, Inc. 17877 Von Karman Ave, Suite 100 Irvine CA 92614	No	No	No	No
1874117	H&W Investco Ii Lp	113 Buffalo Bay Road Madison CT 06443	No	No	No	No
1874145	Mgag Llc	113 Buffalo Bay Road Madison CT 06443	No	No	No	No

Transaction Summary

Sold:	750,000 shares	Avg. Price: $24.50	Total Value: $18,375,000.00

Reported Non-Derivative Transactions

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2023-02-17	359,325	$24.50	6,855,613	No	4	S	Indirect	H&W Investco II LP
Class B Common Stock	Disposition	2023-02-17	390,675	$0.00	7,453,744	No	4	D	Indirect	H&W Investco LP
Class A Common Stock	Acquisiton	2023-02-17	390,675	$0.00	390,675	No	4	M	Indirect	H&W Investco LP
Class A Common Stock	Disposition	2023-02-17	390,675	$24.50	0	No	4	S	Indirect	H&W Investco LP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	H&W Investco II LP
No	4	D	Indirect	H&W Investco LP
No	4	M	Indirect	H&W Investco LP
No	4	S	Indirect	H&W Investco LP

Reported Derivative Transactions

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	LLC Units in Xponential Holdings LLC	Disposition	2023-02-17	390,675	$0.00	390,675	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
7,453,744			No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	10,472	Direct

Footnotes

On February 17, 2023, the underwriters exercised the option to purchase an additional 750,000 shares of Class A Common Stock from the Reporting Persons in the previously reported public offering at a price of $24.50 per share, or a net per share price of $23.336 after deducting $1.164 per share of underwriting discounts and commissions. The total 750,000 shares consist of (i) 359,325 shares of Class A Common Stock held by H&W Investco II LP and (ii) 390,675 shares of Class A Common Stock held by H&W Investco LP following the redemption of LLC Units and cancellation of Class B Common Stock as described and reported herein.
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.
On February 17, 2023, H&W Investco LP redeemed 390,675 LLC Units, together with the cancellation of 390,675 shares of Class B Common Stock, for 390,675 shares of Class A Common Stock.
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.
The LLC Units are fully vested.
The LLC Units do not expire.