FAQ

We are providing the following summary to give a brief overview of frequently asked investor questions. Information provided here does not purport to provide a comprehensive discussion of any topics mentioned and is qualified in its entirety by the applicable organizational documents of the Company and certain filings of the Company with the Securities and Exchange Commission. We encourage you to review these documents and filings for a more comprehensive discussion.

Corporate Structure

What is an Up-C structure?

Xponential Fitness, Inc.’s corporate structure following the completion of the Company’s initial public offering is commonly referred to as an “Up-C” structure. An Umbrella Partnership C Corporation (“Up-C”) structure can be used by partnerships and limited liability companies when they undertake an initial public offering of their business. Examples of other public companies that employed an Up-C structure include Bumble, GoDaddy and Planet Fitness.

As summarized by Deloitte¹, an Up-C structure may provide favorable tax benefits to pre-IPO owners. An Up-C structure allows pre-IPO owners to access the public capital markets while maintaining ownership through a partnership, thus preserving benefits associated with a single level of taxation.

Please see the Company’s prospectus filed with the SEC on 7/26/2021 in connection with our Initial Public Offering, page 18 and onwards, for a more comprehensive discussion of our organizational structure.


Capitalization

Please describe the Company’s capital structure and the different share classes.

The Company’s capital structure includes outstanding shares of Class A Common Stock, Class B Common Stock, Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock, as well Term Loan Debt. For a detailed description of the Company’s capital stock, please refer to Exhibit 4.2 to our Annual Report on Form 10-K filed with the SEC on March 7, 2022.

Class A Common Stock is listed on the New York Stock Exchange under ticker symbol “XPOF”.

Class B Common Stock is not publicly listed and is held by certain of the Company’s pre-IPO owners. As part of the Up-C structure, at the time of the Company’s IPO, certain of the Company’s pre-IPO owners were issued a number of shares of Class B common stock in an amount equal to the number of vested LLC Units they held in our operating partnership, Xponential Holdings, LLC. Under Xponential Holdings, LLC’s LLC Agreement, the holders of LLC Units (other than the Company) have the right to require Xponential Holdings LLC to redeem all or a portion of their LLC Units for, at the Company’s election, newly-issued shares of Class A common stock on a one-for-one basis 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 (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications) or the net proceeds from a substantially contemporaneous offering of Class A common stock in accordance with the terms of the LLC Agreement. Additionally, in the event of a redemption request from a holder of LLC Units, the Company may, at its option, effect a direct exchange of cash or Class A common stock for LLC Units in lieu of such a redemption. Shares of Class B common stock will be cancelled on a one-for-one basis if the Company, following a redemption request from a holder of LLC Units, redeem or exchange LLC Units of such holder pursuant to the terms of the LLC Agreement. [The cancellation of Class B Common Stock in exchange for Class A Common Stock is not dilutive to existing shareholders because the Company’s earnings per share calculation takes into account both Class A and Class B Common Stock.

The Convertible Preferred Stock (Series A and Series A-1) was issued in a private financing that closed concurrently with the IPO. The Convertible Preferred Stock pays quarterly cash dividends at a rate of 6.50% per annum (i.e., on initial face value of $200 million, this would translate to 6.5% x $200 million = $13 million/year), or, at our option, in lieu of cash dividends, we can increase the liquidation preference of the Convertible Preferred at a rate of 7.5% per annum. The initial / current liquidation preference is $1,000 per share, with a conversion price equal to $14.40 per share. There is both Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock; Series A Convertible Preferred Stock carries voting and certain board designation rights, Series A-1 Convertible Preferred Stock does not carry such rights, but is convertible into Series A Convertible Preferred Stock at the option of the holder subject to applicable regulatory requirements.

Term Loan Debt as of June 30, 2022 totaled approximately $132 million, at a rate of LIBOR + 6.5%. Please see the Company’s  Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC, Note 8 to the Consolidated Financial Statements, for details.


What are the voting rights associated with the different share classes?

Holders of Class A Common Stock and Class B Common Stock are entitled to one vote per share for each share held of record on all matters on which stockholders are entitled to vote generally.

Holders of Series A Convertible Preferred Stock are entitled to vote on an as-converted basis, with the number of votes equal to the number of shares of Class A Common Stock into which the Series A Convertible Preferred Stock can be converted. Each holder of Series A preferred stock shall vote as a class with the holders of Class A common stock as if they were a single class of securities upon any matter submitted to a vote of our stockholders, except those matters required by law or that are required to be submitted to a class vote of the Series A preferred stock, in which case the holders of Series A preferred stock only shall vote as a separate class.

Series A-1 Convertible Preferred Stock does not carry any voting rights on matters on which stockholders are entitled to vote generally.


What are the other key features of the Convertible Preferred Stock?

The terms of our Series A and Series A-1 Convertible Preferred Stock are substantially identical, except that Series A Convertible Preferred Stock carries voting rights (as described above) and certain board designation rights (as described below), which Series A-1 Convertible Preferred Stock does not carry.

Series A Convertible Preferred Stock Only:

  • One of the holders of Series A Convertible Preferred Stock has certain rights to appoint directors to the Company’s Board of Directors, including up to a majority of our Board of Directors under certain limited circumstances (relating to an event of default, or our failure to repay amounts due to the Convertible Preferred Stock holders upon a redemption).

Series A and Series A-1 Convertible Preferred Stock:

  • Seniority over Common Stock with respect to dividend rights and distribution rights upon liquidation and dissolution.
  • Optional Conversion: Holders of Convertible Preferred Stock may elect to convert at any time at an initial conversion price of $14.40, subject to certain adjustments.
  • Mandatory Conversion: We may require the Holders of our Convertible Preferred Stock to convert the Convertible Preferred Stock as follows:
    • Between the second and third anniversary from the issue date, subject to certain liquidity conditions, if the trading price of Class A Common Stock has equaled or exceeded 150% of the Convertible Preferred Stock’s applicable conversion price for at least 20 out of any 30 consecutive trading days immediately preceding notice of the mandatory conversion
    • From and after the third anniversary from the issue date, subject to certain liquidity conditions, if the trading price of Class A Common Stock has equaled or exceeded 125% of the Convertible Preferred Stock’s applicable conversion price for at least 20 out of any 30 consecutive trading days immediately preceding notice of the mandatory conversion
  • Redemption at our option:
    • Between the fifth and sixth anniversary from the issue date, we have the right to redeem all but not less than all of the Convertible Preferred Stock at a 105% premium
    • After the sixth anniversary from the issue date, we have the right to redeem all but not less than all of the Convertible Preferred Stock at par
  • Mandatory Redemption: after the eight anniversary from the issue date or upon an earlier change of control event or event of default, holders of Convertible Preferred Stock have the right to require the Company to redeem all but not less than all of the Convertible Preferred Stock then outstanding at the greater of fair market value or the then applicable fixed liquidation preference plus accrued and unpaid dividends. If a mandatory redemption occurs due to a change of control event prior to the sixth anniversary of the issue date, the Company would also be required to pay a specified premium upon redemption.

How does the Convertible Preferred Stock conversion work?

The Convertible Preferred Stock carries an initial liquidation preference of $1,000 per share and has an initial conversion price equal to $14.40 per share. Each share of Convertible Preferred Stock is currently convertible into $1,000/$14.40 = 69.4 shares of Class A Common Stock.  Accordingly, the 200,000 issued and outstanding shares of Convertible Preferred Stock are currently convertible into 13.9 million shares of Class A Common Stock.

Please see the Company’s Quarterly Report on Form 10-Q for the first fiscal quarter of 2022, Note 11 to the Consolidated Financial Statements, for a more comprehensive discussion.


Who owns the Convertible Preferred Stock?

The Convertible Preferred Stock is held by funds associated with MSD Partners, DESALKIV Portfolios (which is affiliated with D.E. Shaw & Co., L.P.), and Redwood Master Fund Ltd.


How many shares does the company have outstanding?

As of June 30, 2022 and per disclosure in our Form 10-Q for the first fiscal quarter of 2022, the following shares were outstanding:

Common Stock:

  • Class A Common Stock: 27,185,829
  • Class B Common Stock: 21,686,633.
  • Total Common Stock: 48,872,462

Convertible Preferred Stock:

  • Series A Convertible Preferred Stock – before conversion: 99,000.
  • Series A-1 Convertible Preferred Stock – before conversion: 101,111.
  • Total Convertible Preferred Stock — before conversion: 200,000.
  • Class A Common Stock that would be issued assuming full conversion of Series A Convertible Preferred Stock: 6,875,000.
  • Class A Common Stock that would be issued assuming full conversion of Series A-1 Convertible Preferred Stock: 7,013,889.
  • Total Convertible Preferred Stock that would be issued assuming full conversion: 13,888,889.

Secondary Offering – April 2022

Who were the selling shareholders?

Entities affiliated with Snapdragon Capital Partners (“Snapdragon”) was the sole selling shareholder. Snapdragon is the Company’s private equity sponsor and has been invested since 2018.

Prior to the April 2022 offering, Snapdragon owned 24.2 million shares (or approximately 52% of total outstanding shares of Class A and Class B Common Stock prior to the offering). Snapdragon sold 5.2 million shares in the offering, and owned approximately 19.1 million shares (or approximately 41% of the total outstanding shares of Class A and Class B Common Stock immediately after the offering).

Snapdragon shares are held through H&W Investco, L.P. and H&W Investco II, L.P., which are entities that are controlled by Mark Grabowski, the Managing Partner of Snapdragon and the Chairman of our Board of Directors.

Snapdragon was the only seller in the offering; CEO Anthony Geisler and the management team did not sell any shares. As of June 30, 2022, Mr. Geisler owned approximately 9.6 million shares of Common Stock (or approximately 20% of the total outstanding shares of Class A and Class B Common Stock).

Please see the Company’s prospectus filed on 4/7/2022 pursuant to rule 424(b)(4) in connection with our Secondary Offering, page 66 and onwards, for a more comprehensive discussion.


What were the use of proceeds in the Secondary Offering?

Xponential Fitness did not receive any proceeds from the secondary share offering. All of the proceeds were received by Snapdragon Capital Partners.

Footnotes:

1Source: “Up-C IPOs gaining momentum.” Deloitte. https://www2.deloitte.com/us/en/pages/consulting/articles/up-c-ipo-infocus.html. Accessed 13 June 2022.