Brenda Morris - Feb 12, 2022 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role: Director
Signature: /s/ John Meloun, as Attorney-in-Fact, for Brenda Morris
Stock symbol: XPOF
Transactions as of: Feb 12, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/25/2022, 04:13 PM
Previous filing: Aug 20, 2021
Next filing: May 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	XPOF	Class B Common Stock	Disposed to Issuer	$0	-6.25K	-88.51%	$0.00	811	Feb 12, 2022	Direct	F4
transaction	XPOF	Class A Common Stock	Options Exercise	$0	+6.25K	+50.02%	$0.00	18.7K	Feb 12, 2022	Direct	F4, F5
holding	XPOF	Class A Common Stock						3.5K	Feb 12, 2022	By Trust	F1

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	Conversion of derivative security	$0	-6.25K	-88.51%	$0.00	811	Feb 12, 2022	Class A Common Stock	6.25K		Direct	F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	Shares are held directly by the Morris Charitable Remainder Trust of which Brenda Morris is a co-trustee.
F2	Each LLC unit in Xponential Holdings LLC ("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. The LLC Units do not expire.
F3	The LLC Units are fully vested.
F4	The Reporting Person elected to redeem her LLC Units for shares of Class A common stock pursuant to the terms of the LLC Agreement.
F5	Includes 6,249 shares subject to restricted stock units ("RSU") that will vest, subject to continued service, 50% on the first anniversary of the date of grant, 25% on the 18-month anniversary of the date of grant and 25% on the second anniversary of the date of grant.