0000929638-23-001618.txt : 20230530 0000929638-23-001618.hdr.sgml : 20230530 20230530214756 ACCESSION NUMBER: 0000929638-23-001618 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230525 FILED AS OF DATE: 20230530 DATE AS OF CHANGE: 20230530 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Geisler Anthony CENTRAL INDEX KEY: 0001870549 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40638 FILM NUMBER: 23978775 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] 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 X0407 4 2023-05-25 0001802156 Xponential Fitness, Inc. XPOF 0001870549 Geisler Anthony C/O XPONENTIAL FITNESS, INC. 17877 VON KARMAN AVE, SUITE 100 IRVINE CA 92614 true true true Chief Executive Officer true Class A Common Stock 2023-05-25 4 S 0 13627 25.0849 D 334368 D Class B Common Stock 2023-05-25 4 G 0 4322 0 D 6380 I The Anthony Geisler Trust U/A Dated 05/17/2011 Class A Common Stock 371643 I The Anthony Geisler Trust U/A Dated 05/17/2011 Class B Common Stock 7439858 I LAG Fit, Inc. Class A Common Stock 83330 I LAG Fit, Inc. LLC Units in Xponential Holdings LLC 2023-05-25 4 G 0 4322 D Class A Common Stock 4322 6380 I The Anthony Geisler Trust U/A Dated 05/17/2011 LLC Units in Xponential Holdings LLC Class A Common Stock 7439858 7439858 I LAG Fit, Inc. The sale reported on this Form 4 represents shares sold by the reporting person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. 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 $24.68 to $25.39, 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. Reflects transfer of shares without consideration pursuant to a 10b5-1 gift plan adopted by the reporting person on December 13, 2022. 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. 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. 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. /s/ John Meloun, as Attorney-in-Fact, for Anthony Geisler 2023-05-30