Other Information.
−Removed: Rule 10b5-1 Trading Plans
−Removed: During the three months ended September 30, 2024, one of the Company’s officers, Sarah Luna , President , early terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Securities Exchange Act of 1934, as amended).
−Removed: Luna’s Rule 10b5-1 trading arrangement was originally adopted on September 15, 2023 and was terminated on July 17, 2024 .
−Removed: Luna’s Rule 10b5-1 trading arrangement had provided for the potential sale of 40,000 shares of the Company’s Class A common stock.
−Removed: No transactions were completed under the arrangement.
−Removed: Seventh Amendment, dated as of August 23, 2024, to the Credit Agreement, by and among the Company, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners.
+Added: Eighth Amendment, dated as of March 14, 2025, to the Credit Agreement, by and among the Company, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners.
+Added: Employment Agreement dated January 13, 2025, between the Company and John Kawaja (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on January 17, 2025).
+Added: Employment Agreement dated January 13.
+Added: 2025, between the Company and Tim Weiderhoft (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on January 17, 2025).
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13 unchanged sentences
** Furnished herewith.
+Added: *** Previously filed.
+Added: + Denotes management contract or compensatory plan, contract or arrangement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Xponential Fitness, Inc.
−Removed: November 8, 2024
/s/ John Meloun
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.