Xponential Fitness, Inc. 10-Q

Item 2. Unregistered Sales of Equit y Securities and Use of Proceeds. Repurchases of Class A Common Stock The following table summarizes our repurchases of our Class A common stock during the three months ended September 30, 2023: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (1) Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs (in millions) July 1 — July 31, 2023 — $ — — $ — August 1 — August 31, 2023 (1) 2,010,050 19.90 2,010,050 10.0 September 1 — September 30, 2023 — — — 10.0 Total 2,010,050 $ 19.90 2,010,050 $ 10.0 (1) On August 1, 2023, our board of directors approved a $50.0 million accelerated share repurchase program (the "ASR Program") to repurchase shares of our Class A common stock. Under the ASR Program, we paid a fixed amount of $50.0 million on August 9, 2023, to a third-party financial institution and received an initial delivery of 2,010,050 shares of our Class A common stock, which were retired immediately. The initial delivery of shares of our Class A common stock represented approximately 80% of the fixed amount paid of $50.0 million, which was based on the share price of our Class A common stock on the date of ASR Program execution. Under the ASR Program, we also incurred $0.4 million in associated costs, consisting primarily of legal fees and a 1% excise tax. The average price paid per share was $19.90, excluding legal fees and excise tax, for the third quarter 2023. The final average price paid per share upon final settlement of the ASR Program was $19.24, excluding legal fees and excise tax. The final number of shares repurchased by us was based on the daily volume-weighted average stock price of our Class A common stock during the duration of the ASR Program, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Program agreement. On October 2, 2023, the final settlement of our ASR Program occurred, and we received an additional 588,827 shares of our Class A common stock from the third-party financial institution. Item 3. Defaults Upo n Senior Securities. None. Item 4. Mine Safe ty Disclosures. Not applicable.