Amendment: SEC Form SC 13D/A filed by Xponential Fitness Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

XPONENTIAL FITNESS, INC.
(Name of Issuer)

Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)

98422X101
(CUSIP Number)

Anthony Geisler
6789 Quail Hill Parkway #408
Irvine, CA 92603
Telephone: (949) 346-9793
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 15, 2024
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because off §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

EXPLANATORY STATEMENT

The following constitutes Amendment No. 4 (“Amendment No. 4”) to the initial statement on Schedule 13D, filed on August 5, 2021 (as amended, the “Schedule 13D”) by the undersigned, as amended by the Amendment No. 1 thereto, filed on August 31, 2021, the Amendment No. 2 thereto, filed on February 22, 2023, and the Amendment No. 3 thereto, filed on June 18, 2024. This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. Capitalized terms used in this Amendment No. 4 and not otherwise defined herein have the meanings given to them in the Schedule 13D. The Reporting Persons have also corrected the methodology used to calculate the percentage of shares beneficially owned in this Amendment No. 4.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended to add the following language:

As previously disclosed in the Schedule 13D filed by the Reporting Persons on August 5, 2021, the Reporting Persons are parties to a Tax Receivable Agreement (the “Tax Receivable Agreement”), which provides for, among other things, payment by the Issuer of 85% of the U.S. federal, state and local income tax or franchise tax savings realized by the Issuer as a result of (i) certain favorable tax attributes Issuer will acquire from certain mergers effected in connection with the Reorganization (including net operating losses and the disappearing entities’ allocable share of existing tax basis), (ii) increases in the Issuer’s allocable share of existing tax basis and tax basis adjustments that may result from (x) certain contributions and certain redemptions, each effected in connection with the Reorganization, (y) future taxable redemptions and exchanges of LLC Units by members of Xponential Holdings (other than the Issuer) and (z) certain payments made under the Tax Receivable Agreement, and (iii) deductions in respect of interest under the Tax Receivable Agreement.

Assignment and Assumption Agreement

As contemplated by the Tax Receivable Agreement, a party to the Tax Receivable Agreement may assign any of its rights under the agreement to any person as long as such transferee has executed and delivered a joinder to the Tax Receivable Agreement, agreeing to become a party to such agreement. On November 15, 2024, the Reporting Persons and BMG Fit, LLC (the “Sellers”) entered into an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”) with the Parallaxes Xenon, LLC (the “Purchaser”), pursuant to which the Sellers agreed to assign to the Purchaser their interests in, and rights and obligations under, the Tax Receivable Agreement with respect to any and all Common Units or other membership interests in OpCo that were subject to an Exchange prior to the effective date of the Assignment and Assumption Agreement (as such terms are defined in the Tax Receivable Agreement and collectively referred to as the “Transferred Interests”). The above summary is qualified by reference to the complete text of the Assignment and Assumption Agreement, a copy of which is attached as Exhibit 8 hereto.

Joinder Agreement

On November 15, 2024, the Issuer and Purchaser entered into a Joinder Agreement (the “Joinder Agreement”) to the Tax Receivable Agreement, pursuant to which the Purchaser acquired from the Sellers the right to receive the Transferred Interests.  The above summary is qualified by reference to the complete text of the Joinder Agreement, a copy of which is attached as Exhibit 9 hereto.

Item 7. Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended to add the following language:

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 19, 2024