0001127602-24-007329.txt : 20240227 0001127602-24-007329.hdr.sgml : 20240227 20240227191631 ACCESSION NUMBER: 0001127602-24-007329 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240227 FILED AS OF DATE: 20240227 DATE AS OF CHANGE: 20240227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Luna Sarah CENTRAL INDEX KEY: 0001870986 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40638 FILM NUMBER: 24689336 MAIL ADDRESS: STREET 1: C/O XPONENTIAL FITNESS, INC. STREET 2: 17877 VON KARMAN AVE, SUITE 100 CITY: IRVINE STATE: CA ZIP: 92614 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Xponential Fitness, Inc. CENTRAL INDEX KEY: 0001802156 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 844395129 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 17877 VON KARMAN AVE STREET 2: SUITE 100 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 6507522078 MAIL ADDRESS: STREET 1: 17877 VON KARMAN AVE STREET 2: SUITE 100 CITY: IRVINE STATE: CA ZIP: 92614 4 1 form4.xml PRIMARY DOCUMENT X0508 4 2024-02-27 0001802156 Xponential Fitness, Inc. XPOF 0001870986 Luna Sarah C/O XPONENTIAL FITNESS, INC. 17877 VON KARMAN AVE, SUITE 100 IRVINE CA 92614 1 President 0 Class A Common Stock 2024-02-27 4 S 0 5399 10.0148 D 265247 D Class B Common Stock 58735 D LLC Units in Xponential Holdings LLC Class A Common Stock 58735 58735 D 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 $9.99 to $10.04, 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. 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. All LLC Units are vested and redeemable into shares of Class A common stock. The LLC Units do not expire. John Meloun, as Attorney-in-Fact for Sarah Luna 2024-02-27