Grabowski Mark

SEC source: 0001802156-26-000091 · form4.xml · nonDerivative · entry 1

Grabowski Mark · CIK 0001870551 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 88,927

F1 · shares: Represents deferred stock units ("DSUs") granted to the Reporting Person for services on the Issuer's board of directors. The DSUs are immediately vested.

SEC source: 0001802156-26-000083 · form4.xml · nonDerivative · entry 1

Grabowski Mark · CIK 0001870551 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 84,046

F1 · shares: Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award granted to the Reporting Person for services on the Issuer's board of directors. All shares subject to the RSUs will vest, subject to continued service, on the earlier of the first anniversary date of the Issuer's 2026 Annual Meeting of Stockholders and the date of the Issuer's 2027 Annual Meeting of Stockholders.

SEC source: 0001802156-26-000054 · form4.xml · nonDerivative · entry 1

Grabowski Mark · CIK 0001870551 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 68,087

F1 · shares: Represents deferred stock units ("DSUs") granted to the Reporting Person for services on the Issuer's board of directors. The DSUs are immediately vested

SEC source: 0001802156-26-000008 · form4.xml · nonDerivative · entry 1

Grabowski Mark · CIK 0001870551 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 62,315

F1 · shares: Represents deferred stock units ("DSUs") granted to the Reporting Person for services on the Issuer's board of directors. The DSUs are immediately vested

SEC source: 0001802156-25-000018 · form4.xml · nonDerivative · entry 1

Grabowski Mark · CIK 0001870551 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 58,219

F1 · shares: Represents the Issuers Class A common stock subject to restricted stock units (RSUs) award granted to the Reporting Person for services on the Issuer's board of directors. The RSUs are fully vested.

SEC source: 0001127602-25-018836 · form4.xml · nonDerivative · entry 1

Grabowski Mark · CIK 0001870551 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 53,972

F1 · shares: Represents the Issuers Class A common stock subject to restricted stock units (RSUs) award granted to the Reporting Person for services on the Issuer's board of directors. The RSUs are fully vested.

SEC source: 0001127602-25-015522 · form4.xml · nonDerivative · entry 2

Grabowski Mark · CIK 0001870551 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 49,618

F2 · shares: Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award granted to the Reporting Person for services on the Issuer's board of directors. All shares subject to the RSUs will vest, subject to continued service, on the earlier of the first anniversary date of the Issuer's 2025 Annual Meeting of Stockholders [is this "and" or "or"?] the date of the Issuer's 2026 Annual Meeting of Stockholders.

SEC source: 0001127602-25-015522 · form4.xml · nonDerivative · entry 1

Grabowski Mark · CIK 0001870551 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 37,106

F1 · shares: Represents the Issuers Class A common stock subject to restricted stock units (RSUs) award granted to the Reporting Person for services on the Issuer's board of directors. The RSUs are fully vested.

SEC source: 0001127602-25-000035 · form4.xml · nonDerivative · entry 1

Grabowski Mark · CIK 0001870551 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 33,026

F1 · shares: Represents the Issuers Class A common stock subject to restricted stock units (RSUs) award granted to the Reporting Person for services on the Issuer's board of directors. The RSUs are fully vested.

SEC source: 0000950170-24-129942 · ownership.xml · derivative · entry 6

Grabowski Mark · CIK 0001870551 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · H&W Investco LP

Disclosed balance after: 6,101,697

Underlying: Class A Common Stock · 1,352,047 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: 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.

F5 · derivative.exercise_date: The LLC Units are fully vested.

F6 · derivative.expiration_date: The LLC Units do not expire.

F2 · ownership.nature: MGAG LLC is the general partner of Investco I and H&W Investco II LP ("Investco II"). Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC.

SEC source: 0000950170-24-129942 · ownership.xml · nonDerivative · entry 4

Grabowski Mark · CIK 0001870551 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · H&W Investco II LP

Disclosed balance after: 5,612,062

F3 · shares: On November 20, 2024, Investco I and Investco II enlisted BofA Securities, Inc. as broker-dealer in connection with the sale of 2,595,598 shares of the Issuer's Class A Common Stock at the public offering price of $15.35 per share, less the broker discount of $1.91 per share. On November 21, 2024, Investco I and Investco II sold 1,352,047 shares of Class A Common Stock and 1,243,551 shares of Class A Common Stock, respectively, pursuant to Rule 144 under the Securities Act of 1933, as amended, through its broker-dealer.

F2 · ownership.nature: MGAG LLC is the general partner of Investco I and H&W Investco II LP ("Investco II"). Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC.

SEC source: 0000950170-24-129942 · ownership.xml · nonDerivative · entry 3

Grabowski Mark · CIK 0001870551 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · H&W Investco LP

Disclosed balance after: 0

F3 · shares: On November 20, 2024, Investco I and Investco II enlisted BofA Securities, Inc. as broker-dealer in connection with the sale of 2,595,598 shares of the Issuer's Class A Common Stock at the public offering price of $15.35 per share, less the broker discount of $1.91 per share. On November 21, 2024, Investco I and Investco II sold 1,352,047 shares of Class A Common Stock and 1,243,551 shares of Class A Common Stock, respectively, pursuant to Rule 144 under the Securities Act of 1933, as amended, through its broker-dealer.

F2 · ownership.nature: MGAG LLC is the general partner of Investco I and H&W Investco II LP ("Investco II"). Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC.

SEC source: 0000950170-24-129942 · ownership.xml · nonDerivative · entry 2

Grabowski Mark · CIK 0001870551 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · H&W Investco LP

Disclosed balance after: 1,352,047

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: On November 21, 2024, H&W Investco LP ("Investco I") redeemed 1,352,047 LLC Units, together with the cancellation of 1,352,047 shares of Class B Common Stock, for 1,352,047 shares of Class A Common Stock.

F2 · ownership.nature: MGAG LLC is the general partner of Investco I and H&W Investco II LP ("Investco II"). Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC.

SEC source: 0000950170-24-129942 · ownership.xml · nonDerivative · entry 1

Grabowski Mark · CIK 0001870551 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · H&W Investco LP

Disclosed balance after: 6,101,697

F1 · shares: On November 21, 2024, H&W Investco LP ("Investco I") redeemed 1,352,047 LLC Units, together with the cancellation of 1,352,047 shares of Class B Common Stock, for 1,352,047 shares of Class A Common Stock.

F2 · ownership.nature: MGAG LLC is the general partner of Investco I and H&W Investco II LP ("Investco II"). Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC.

SEC source: 0001127602-24-024983 · form4.xml · nonDerivative · entry 1

Grabowski Mark · CIK 0001870551 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 30,546

F1 · shares: Represents the Issuers Class A common stock subject to restricted stock units (RSUs) award granted to the Reporting Person for services on the Issuer's board of directors. The RSUs are fully vested.

SEC source: 0001127602-24-017365 · form4.xml · nonDerivative · entry 1

Grabowski Mark · CIK 0001870551 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 27,901

F1 · shares: Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award granted to the Reporting Person for services on the Issuer's board of directors. All shares subject to the RSUs will vest, subject to continued service, on the first anniversary date of the Issuer's 2024 Annual Meeting of Stockholders.

SEC source: 0000929638-23-002238 · form4.xml · nonDerivative · entry 1

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W Investco II LP · CIK 0001874117 · 10% owner

H&W INVESTCO LP · CIK 0001745895 · 10% owner

MGAG LLC · CIK 0001874145 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 15,112

F1 · shares: The transactions reported on this Form 4 resulted in profits under Section 16(b) of the Securities Exchange Act of 1934, for which the Reporting Person has remitted $9,041.10 to the Issuer, the maximum amount of the profits realized in connection with the transactions.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.36 to $21.42, 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.

SEC source: 0001127602-23-022898 · form4.xml · nonDerivative · entry 1

Grabowski Mark · CIK 0001870551 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 18,013

F1 · shares: Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award granted to the Reporting Person for services on the Issuer's board of directors. All shares subject to the RSUs will vest, subject to continued service, on the first anniversary date of the Issuer's 2023 Annual Meeting of Stockholders.

SEC source: 0000929638-23-000668 · form4.xml · derivative · entry 6

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W Investco II LP · CIK 0001874117 · 10% owner

H&W INVESTCO LP · CIK 0001745895 · 10% owner

MGAG LLC · CIK 0001874145 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · H&W Investco LP

Disclosed balance after: 7,453,744

Underlying: Class A Common Stock · 390,675 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: 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.

F3 · kind: On February 17, 2023, H&W Investco LP redeemed 390,675 LLC Units, together with the cancellation of 390,675 shares of Class B Common Stock, for 390,675 shares of Class A Common Stock.

F5 · derivative.exercise_date: The LLC Units are fully vested.

F6 · derivative.expiration_date: The LLC Units do not expire.

F2 · ownership.nature: 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.

SEC source: 0000929638-23-000668 · form4.xml · nonDerivative · entry 4

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W Investco II LP · CIK 0001874117 · 10% owner

H&W INVESTCO LP · CIK 0001745895 · 10% owner

MGAG LLC · CIK 0001874145 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · H&W Investco LP

Disclosed balance after: 0

F1 · shares: On February 17, 2023, the underwriters exercised the option to purchase an additional 750,000 shares of Class A Common Stock from the Reporting Persons in the previously reported public offering at a price of $24.50 per share, or a net per share price of $23.336 after deducting $1.164 per share of underwriting discounts and commissions. The total 750,000 shares consist of (i) 359,325 shares of Class A Common Stock held by H&W Investco II LP and (ii) 390,675 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.

F2 · ownership.nature: 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.

SEC source: 0000929638-23-000668 · form4.xml · nonDerivative · entry 3

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W Investco II LP · CIK 0001874117 · 10% owner

H&W INVESTCO LP · CIK 0001745895 · 10% owner

MGAG LLC · CIK 0001874145 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · H&W Investco LP

Disclosed balance after: 390,675

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · shares: On February 17, 2023, H&W Investco LP redeemed 390,675 LLC Units, together with the cancellation of 390,675 shares of Class B Common Stock, for 390,675 shares of Class A Common Stock.

F2 · ownership.nature: 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.

SEC source: 0000929638-23-000668 · form4.xml · nonDerivative · entry 2

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W Investco II LP · CIK 0001874117 · 10% owner

H&W INVESTCO LP · CIK 0001745895 · 10% owner

MGAG LLC · CIK 0001874145 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · H&W Investco LP

Disclosed balance after: 7,453,744

F3 · shares: On February 17, 2023, H&W Investco LP redeemed 390,675 LLC Units, together with the cancellation of 390,675 shares of Class B Common Stock, for 390,675 shares of Class A Common Stock.

F2 · ownership.nature: 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.

SEC source: 0000929638-23-000668 · form4.xml · nonDerivative · entry 1

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W Investco II LP · CIK 0001874117 · 10% owner

H&W INVESTCO LP · CIK 0001745895 · 10% owner

MGAG LLC · CIK 0001874145 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · H&W Investco II LP

Disclosed balance after: 6,855,613

F1 · shares: On February 17, 2023, the underwriters exercised the option to purchase an additional 750,000 shares of Class A Common Stock from the Reporting Persons in the previously reported public offering at a price of $24.50 per share, or a net per share price of $23.336 after deducting $1.164 per share of underwriting discounts and commissions. The total 750,000 shares consist of (i) 359,325 shares of Class A Common Stock held by H&W Investco II LP and (ii) 390,675 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.

F2 · ownership.nature: 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.

SEC source: 0000929638-23-000667 · form4.xml · nonDerivative · entry 4

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W Investco II LP · CIK 0001874117 · 10% owner

H&W INVESTCO LP · CIK 0001745895 · 10% owner

MGAG LLC · CIK 0001874145 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · H&W Investco II LP

Disclosed balance after: 7,214,938

F3 · shares: On February 10, 2023, the Reporting Persons completed an underwritten public offering pursuant to which the Reporting Persons sold an aggregate of 4,000,000 shares of Class A Common Stock at a public offering price of $24.50 per share, or a net per share price of $23.336 after deducting $1.164 per share of underwriting discounts and commissions. The total 4,000,000 shares consist of (i) 1,916,400 shares of Class A Common Stock held by H&W Investco II LP and (ii) 2,083,600 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.

F2 · ownership.nature: 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.

SEC source: 0000929638-23-000667 · form4.xml · nonDerivative · entry 3

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W Investco II LP · CIK 0001874117 · 10% owner

H&W INVESTCO LP · CIK 0001745895 · 10% owner

MGAG LLC · CIK 0001874145 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · H&W Investco LP

Disclosed balance after: 0

F3 · shares: On February 10, 2023, the Reporting Persons completed an underwritten public offering pursuant to which the Reporting Persons sold an aggregate of 4,000,000 shares of Class A Common Stock at a public offering price of $24.50 per share, or a net per share price of $23.336 after deducting $1.164 per share of underwriting discounts and commissions. The total 4,000,000 shares consist of (i) 1,916,400 shares of Class A Common Stock held by H&W Investco II LP and (ii) 2,083,600 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.

F2 · ownership.nature: 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.

SEC source: 0000929638-23-000667 · form4.xml · derivative · entry 6

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W Investco II LP · CIK 0001874117 · 10% owner

H&W INVESTCO LP · CIK 0001745895 · 10% owner

MGAG LLC · CIK 0001874145 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · H&W Investco LP

Disclosed balance after: 7,844,419

Underlying: Class A Common Stock · 2,083,600 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: 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.

F1 · kind: On February 7, 2023, H&W Investco LP redeemed 2,083,600 LLC Units, together with the cancellation of 2,083,600 shares of Class B Common Stock, for 2,083,600 shares of Class A Common Stock.

F5 · derivative.exercise_date: The LLC Units are fully vested.

F6 · derivative.expiration_date: The LLC Units do not expire.

F2 · ownership.nature: 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.

SEC source: 0000929638-23-000667 · form4.xml · nonDerivative · entry 2

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W Investco II LP · CIK 0001874117 · 10% owner

H&W INVESTCO LP · CIK 0001745895 · 10% owner

MGAG LLC · CIK 0001874145 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · H&W Investco LP

Disclosed balance after: 2,083,600

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: On February 7, 2023, H&W Investco LP redeemed 2,083,600 LLC Units, together with the cancellation of 2,083,600 shares of Class B Common Stock, for 2,083,600 shares of Class A Common Stock.

F2 · ownership.nature: 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.

SEC source: 0000929638-23-000667 · form4.xml · nonDerivative · entry 1

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W Investco II LP · CIK 0001874117 · 10% owner

H&W INVESTCO LP · CIK 0001745895 · 10% owner

MGAG LLC · CIK 0001874145 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · H&W Investco LP

Disclosed balance after: 7,844,419

F1 · shares: On February 7, 2023, H&W Investco LP redeemed 2,083,600 LLC Units, together with the cancellation of 2,083,600 shares of Class B Common Stock, for 2,083,600 shares of Class A Common Stock.

F2 · ownership.nature: 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.

SEC source: 0001567619-22-010594 · doc1.xml · nonDerivative · entry 1

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W INVESTCO LP · CIK 0001745895 · 10% owner

H&W Investco II LP · CIK 0001874117 · 10% owner

MGAG LLC · CIK 0001874145 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,472

F1 · shares: Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award granted to the Reporting Person for services on the Issuer's board of directors. All shares subject to the RSUs will vest, subject to continued service, on the first anniversary date of the Issuer's 2022 Annual Meeting of Stockholders.

SEC source: 0001567619-22-008495 · doc1.xml · derivative · entry 6

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W INVESTCO LP · CIK 0001745895 · 10% owner

H&W Investco II LP · CIK 0001874117 · 10% owner

MGAG LLC · CIK 0001874145 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · H&W Investco LP

Disclosed balance after: 9,928,019

Underlying: Class A Common Stock · 2,695,658 shares

Expires not disclosed

F4 · derivative.exercise_price: 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.

F3 · kind: 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.

F5 · derivative.exercise_date: The LLC Units are fully vested.

F5 · derivative.expiration_date: The LLC Units are fully vested.

F2 · ownership.nature: 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.

SEC source: 0001567619-22-008495 · doc1.xml · nonDerivative · entry 4

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W INVESTCO LP · CIK 0001745895 · 10% owner

H&W Investco II LP · CIK 0001874117 · 10% owner

MGAG LLC · CIK 0001874145 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · H&W Investco LP

Disclosed balance after: 0

F1 · kind: 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.

F1 · price: 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.

F2 · ownership.nature: 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.

SEC source: 0001567619-22-008495 · doc1.xml · nonDerivative · entry 3

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W INVESTCO LP · CIK 0001745895 · 10% owner

H&W Investco II LP · CIK 0001874117 · 10% owner

MGAG LLC · CIK 0001874145 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · H&W Investco LP

Disclosed balance after: 2,695,658

F3 · kind: 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.

F2 · ownership.nature: 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.

SEC source: 0001567619-22-008495 · doc1.xml · nonDerivative · entry 2

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W INVESTCO LP · CIK 0001745895 · 10% owner

H&W Investco II LP · CIK 0001874117 · 10% owner

MGAG LLC · CIK 0001874145 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · H&W Investco LP

Disclosed balance after: 9,928,019

F3 · kind: 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.

F2 · ownership.nature: 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.

SEC source: 0001567619-22-008495 · doc1.xml · nonDerivative · entry 1

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W INVESTCO LP · CIK 0001745895 · 10% owner

H&W Investco II LP · CIK 0001874117 · 10% owner

MGAG LLC · CIK 0001874145 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · H&W Investco II LP

Disclosed balance after: 9,131,338

F1 · kind: 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.

F1 · price: 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.

F2 · ownership.nature: 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.

SEC source: 0001567619-21-020009 · doc1.xml · nonDerivative · entry 1

Grabowski Mark · CIK 0001870551 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,122

F1 · shares: Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award granted to the Reporting Person for services on the Issuer's board of directors. The RSUs will vest, subject to continued service, 100% on July 26, 2022.

SEC source: 0000950103-21-011366 · dp155221_4-grabowski.xml · derivative · entry 3

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W INVESTCO LP · CIK 0001745895 · Director · 10% owner

H&W Investco II LP · CIK 0001874117 · Director · 10% owner

MGAG LLC · CIK 0001874145 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · H&W Investco LP

Disclosed balance after: 12,623,677

Underlying: Class A Common Stock · 12,623,677 shares

Expires not disclosed

F3 · derivative.exercise_price: Upon vesting, 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 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.

F1 · shares: These securities were acquired through the conversion prior to the completion of the Issuer's initial public offering of historical interests held by the reporting persons and their affiliates in H&W Franchise Holdings, LLC.

F4 · derivative.exercise_date: The LLC Units are fully vested.

F4 · derivative.expiration_date: The LLC Units are fully vested.

F2 · ownership.nature: 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.

SEC source: 0000950103-21-011366 · dp155221_4-grabowski.xml · nonDerivative · entry 2

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W INVESTCO LP · CIK 0001745895 · Director · 10% owner

H&W Investco II LP · CIK 0001874117 · Director · 10% owner

MGAG LLC · CIK 0001874145 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · H&W Investco LP

Disclosed balance after: 12,623,677

F1 · shares: These securities were acquired through the conversion prior to the completion of the Issuer's initial public offering of historical interests held by the reporting persons and their affiliates in H&W Franchise Holdings, LLC.

F2 · ownership.nature: 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.

SEC source: 0000950103-21-011366 · dp155221_4-grabowski.xml · nonDerivative · entry 1

Grabowski Mark · CIK 0001870551 · Director · 10% owner

H&W INVESTCO LP · CIK 0001745895 · Director · 10% owner

H&W Investco II LP · CIK 0001874117 · Director · 10% owner

MGAG LLC · CIK 0001874145 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · H&W Investco II LP

Disclosed balance after: 11,610,680

F1 · shares: These securities were acquired through the conversion prior to the completion of the Issuer's initial public offering of historical interests held by the reporting persons and their affiliates in H&W Franchise Holdings, LLC.

F2 · ownership.nature: 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.