Megan Moen - Feb 23, 2023 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role
EVP, Finance
Signature
/s/ John Meloun, as Attorney-in-Fact, for Megan Moen
Stock symbol
XPOF
Transactions as of
Feb 23, 2023
Transactions value $
$0
Form type
4
Date filed
2/27/2023, 08:19 PM
Previous filing
Jan 10, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class A Common Stock Award $0 +3.14K +13.01% $0.00 27.3K Feb 23, 2023 Direct F1
transaction XPOF Class A Common Stock Award $0 +4K +14.67% $0.00 31.3K Feb 23, 2023 Direct F2
holding XPOF Class B Common Stock 170K Feb 23, 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
holding XPOF LLC Units in Xponential Holdings LLC 170K Feb 23, 2023 Class A Common Stock 170K Direct F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Megan Moen is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award granted pursuant to the Issuer's equity incentive plan. The RSUs will vest, subject to continued service, 100% on May 24, 2023.
F2 Represents the Issuer's Class A common stock subject to RSUs award granted to the Reporting Person pursuant to the Issuer's equity incentive plan. The RSUs shall vest with respect to 33.33% of shares subject to such RSUs on each of the three anniversaries of February 23, 2023, in each case subject to the Reporting Person's continued employment through such vesting date.
F3 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.
F4 All LLC Units are vested and redeemable into shares of Class A common stock.
F5 The LLC Units do not expire.