X0306 4 2022-04-11 0 0001802156 Xponential Fitness, Inc. XPOF 0001870551 Grabowski Mark C/O XPONENTIAL FITNESS, INC. 17877 VON KARMAN AVE., SUITE 100 IRVINE CA 92614 1 0 1 0 0001745895 H&W INVESTCO LP 781 BOSTON POST RD #1313 MADISON CT 06443 0 0 1 0 0001874117 H&W Investco II LP 781 BOSTON POST RD #1313 MADISON CT 06443 0 0 1 0 0001874145 MGAG LLC 781 BOSTON POST RD #1313 MADISON CT 06443 0 0 1 0 Class A Common Stock 2022-04-11 4 S 0 2479342 20.00 D 9131338 I H&W Investco II LP Class B Common Stock 2022-04-11 4 J 0 2695658 0 D 9928019 I H&W Investco LP Class A Common Stock 2022-04-11 4 J 0 2695658 0 A 2695658 I H&W Investco LP Class A Common Stock 2022-04-11 4 S 0 2695658 20.00 D 0 I H&W Investco LP Class A Common Stock 6122 D LLC Units in Xponential Holdings LLC 2022-04-11 4 J 0 2695658 0 D Class A Common Stock 2695658 9928019 I H&W Investco LP As previously disclosed in the Issuer's prospectus dated April 6, 2022, the Reporting Person completed an underwritten public offering pursuant to which the Reporting sold an aggregate of 5,175,000 shares of Class A Common Stock at a public offering price of $20 per share, or a net per share price of $18.85 after deducting $1.15 per share of underwriting discounts and commissions. The total 5,175,000 shares consists of (i) 2,479,342 shares of Class A Common Stock held by H&W Investco II LP and (ii) 2,695,658 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 April 11, 2022, H&W Investco LP redeemed 2,695,658 LLC units, together with the cancellation of 2,695,658 shares of Class B common stock, for 2,695,658 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 do not expire. The LLC Units are fully vested. /s/ John Meloun, as Attorney-in-Fact, for Mark Grabowski 2022-04-13 /s/ John Meloun, as Attorney-in-Fact, for H&W Investco LP 2022-04-13 /s/ John Meloun, as Attorney-in-Fact, for H&W Investco II LP 2022-04-13 /s/ John Meloun, as Attorney-in-Fact, for MGAG LLC 2022-04-13