Anthony Geisler - Feb 7, 2023 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ John Meloun, as Attorney-in-Fact, for Anthony Geisler
Stock symbol
XPOF
Transactions as of
Feb 7, 2023
Transactions value $
-$24,500,000
Form type
4
Date filed
2/17/2023, 06:52 PM
Previous filing
Jan 5, 2023
Next filing
Feb 27, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class B Common Stock Gift $0 -5.08K -0.49% $0.00 1.02M Jan 17, 2023 The Anthony Geisler Trust U/A Dated 05/17/2011 F1, F2
transaction XPOF Class B Common Stock Disposed to Issuer $0 -1M -97.64% $0.00 24.2K Feb 7, 2023 The Anthony Geisler Trust U/A Dated 05/17/2011 F2, F3
transaction XPOF Class A Common Stock Options Exercise $0 +1M +95.01% $0.00 2.05M Feb 7, 2023 The Anthony Geisler Trust U/A Dated 05/17/2011 F2, F3
transaction XPOF Class A Common Stock Sale -$24.5M -1M -48.72% $24.50 1.05M Feb 10, 2023 The Anthony Geisler Trust U/A Dated 05/17/2011 F2, F4
holding XPOF Class B Common Stock 7.44M Feb 7, 2023 LAG Fit, Inc. F5
holding XPOF Class A Common Stock 83.3K Feb 7, 2023 LAG Fit, Inc. F5
holding XPOF Class A Common Stock 356K Feb 7, 2023 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
transaction XPOF LLC Units in Xponential Holdings LLC Gift -5.08K -0.49% 1.02M Jan 17, 2023 Class A Common Stock 5.08K The Anthony Geisler Trust U/A Dated 05/17/2011 F1, F2, F6, F7, F8
transaction XPOF LLC Units in Xponential Holdings LLC Conversion of derivative security -1M -97.64% 24.2K Feb 7, 2023 Class A Common Stock 1M The Anthony Geisler Trust U/A Dated 05/17/2011 F2, F3, F6, F7, F8
holding XPOF LLC Units in Xponential Holdings LLC 7.44M Feb 7, 2023 Class A Common Stock 7.44M LAG Fit, Inc. F5, F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects transfer of shares without consideration pursuant to a 10b5-1 gift plan.
F2 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.
F3 On February 7, 2023, the Anthony Geisler Trust U/A Dated 05/17/2011 redeemed 1,000,000 LLC Units, together with the cancellation of 1,000,000 shares of Class B Common Stock, for 1,000,000 shares of Class A Common Stock.
F4 On February 10, 2023, the Reporting Persons completed an underwritten public offering pursuant to which the Reporting Persons sold 1,000,000 shares of Class A Common Stock at a public offering 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.
F5 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.
F6 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.
F7 All LLC Units are vested and redeemable into shares of Class A common stock.
F8 The LLC Units do not expire.