Other Information.
−Removed: Description of Securities
−Removed: Retail Supply Agreement dated July 3, 2025, between the Company and Fit Commerce, a California Corporation (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on July 10, 2025).
−Removed: Ninth Amendment, dated as of July 24, 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.
−Removed: Employment Agreement dated July 30, 2025 between the Company and Mike Nuzzo (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on August 7, 2025).
+Added: Employment Agreement dated October 11, 2025, between Xponential Fitness, LLC and Gavin O’Connor.
+Added: Consulting Agreement dated March 16, 2026, between Xponential Fitness, LLC and Robert K.
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.
−Removed: *** Previously filed.
+ Denotes management contract or compensatory plan, contract or arrangement.
1 unchanged sentence
Xponential Fitness, Inc.
−Removed: November 7, 2025
−Removed: /s/ John Meloun
−Removed: Chief Financial Officer
+Added: /s/ Robert K.
+Added: Interim Chief Financial Officer
(Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer)
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.