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Financial Highlights: Q2 2023 Compared to Q2 2022 • Grew revenue 30% to $77.3 million. • Increased North America system-wide sales 1 by 37% to\n$341.3 million. • Reported North America same store sales 2 growth of 15%,\ncompared to growth of 25% in Q2 of 2022. •","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001193125-23-202874","anchor_url":"https://secwatch.observer/filing/0001193125-23-202874#claim-c73f6e88dc2d49af4f2c16aee713b1b6d00a3423","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1802156/000119312523202874/0001193125-23-202874-index.htm"},{"fact_type":"shareholder_vote","fact_key":"a34c2ae09a7502a66808a78fb58ce86de89720cb","cik":1802156,"ticker":"XPOF","company_name":"Xponential Fitness, Inc.","filed_at":"2023-05-16T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2023-05-10","outcome":"passed","proposal_text":"Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023","proposal_type":"auditor_ratification","results":[{"broker_non_votes":null,"subject":null,"votes_abstain":"26,954","votes_against":"331,505","votes_for":"42,573,628","votes_withheld":null}]},"claim":"Xponential Fitness, Inc. shareholders approved Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-05-10 meeting.","evidence_excerpt":"Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm: For Against Abstain 42,573,628 331,505 26,954","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001193125-23-146081","anchor_url":"https://secwatch.observer/filing/0001193125-23-146081#claim-a34c2ae09a7502a66808a78fb58ce86de89720cb","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1802156/000119312523146081/0001193125-23-146081-index.htm"},{"fact_type":"shareholder_vote","fact_key":"45b94f6196a81500b1e0bc98286867c3c7381e84","cik":1802156,"ticker":"XPOF","company_name":"Xponential Fitness, Inc.","filed_at":"2023-05-16T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2023-05-10","outcome":"passed","proposal_text":"Election of two Class II director nominees","proposal_type":"director_election","results":[{"broker_non_votes":"3,808,475","subject":"Chelsea Grayson","votes_abstain":null,"votes_against":null,"votes_for":"29,332,806","votes_withheld":"9,790,806"},{"broker_non_votes":"3,808,475","subject":"Jair Clarke","votes_abstain":null,"votes_against":null,"votes_for":"38,828,746","votes_withheld":"294,866"}]},"claim":"Xponential Fitness, Inc. shareholders approved Election of two Class II director nominees at the 2023-05-10 meeting.","evidence_excerpt":"Proposal 1: Election of Directors: Name of Director For Withheld Broker Non-Votes Chelsea Grayson 29,332,806 9,790,806 3,808,475 Jair Clarke 38,828,746 294,866 3,808,475","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001193125-23-146081","anchor_url":"https://secwatch.observer/filing/0001193125-23-146081#claim-45b94f6196a81500b1e0bc98286867c3c7381e84","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1802156/000119312523146081/0001193125-23-146081-index.htm"},{"fact_type":"earnings_release","fact_key":"32d6fc1f394cb6d5f235e50c045c66c142c02d55","cik":1802156,"ticker":"XPOF","company_name":"Xponential Fitness, Inc.","filed_at":"2023-05-04T23:59:59+00:00","payload":{"eps_text":"loss of $1.38 per share","guidance_signal":"raised","item_codes_triggered":["2.02"],"net_income_text":"loss of $15.0 million","period_text":"the quarter ended March 31, 2023","report_date":"2023-05-04","result_type":"reported_results","revenue_text":"$70.7 million"},"claim":"Xponential Fitness, Inc. reported the quarter ended March 31, 2023 results: revenue $70.7 million, net income loss of $15.0 million, EPS loss of $1.38 per share. Guidance raised.","evidence_excerpt":"For the first quarter of 2023, total revenue increased $20.3 million, or 40%, to $70.7 million, up from $50.4 million in the prior year period. This increase included a corresponding North America same store sales increase of 20%. Net loss totaled $15.0 million, or a loss of $1.38 per share, compared to a loss of $15.2 million, or a loss of $1.51 per share, in the prior year period.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001193125-23-135906","anchor_url":"https://secwatch.observer/filing/0001193125-23-135906#claim-32d6fc1f394cb6d5f235e50c045c66c142c02d55","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1802156/000119312523135906/0001193125-23-135906-index.htm"},{"fact_type":"earnings_release","fact_key":"23fd823f7141bb16a56572103c8a7cfd2f0e3c7c","cik":1802156,"ticker":"XPOF","company_name":"Xponential Fitness, Inc.","filed_at":"2023-03-02T23:59:59+00:00","payload":{"eps_text":"loss of $1.13 per share (Q4), loss of $0.87 per share (FY)","guidance_signal":"initiated","item_codes_triggered":["2.02"],"net_income_text":"net loss of $0.4 million (Q4), net income of $2.9 million (FY)","period_text":"for the quarter and year ended December 31, 2022","report_date":"2023-03-02","result_type":"reported_results","revenue_text":"$71.3 million (Q4), $245.0 million (FY)"},"claim":"Xponential Fitness, Inc. reported for the quarter and year ended December 31, 2022 results: revenue $71.3 million (Q4), $245.0 million (FY), net income net loss of $0.4 million (Q4), net income of $2.9 million (FY), EPS loss of $1.13 per share (Q4), loss of $0.87 per share (FY). Guidance initiated.","evidence_excerpt":"as amended, or the Exchange Act. \n\n--- EX-99.1 (EX-99.1) ---\n\nEX-99.1 Exhibit 99.1 Xponential Fitness, Inc. Announces Fourth Quarter and Full Year 2022 Financial Results • Grew Q4 2022 revenue 44% and North America system-wide sales 38%, compared to Q4 2021 • Grew full year 2022 revenue 58% and North America system-wide sales 46%, compared to full year","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001193125-23-058125","anchor_url":"https://secwatch.observer/filing/0001193125-23-058125#claim-23fd823f7141bb16a56572103c8a7cfd2f0e3c7c","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1802156/000119312523058125/0001193125-23-058125-index.htm"},{"fact_type":"material_agreement","fact_key":"5acb8c0c7224a157732b70fecbae4a7792084ce7","cik":1802156,"ticker":"XPOF","company_name":"Xponential Fitness, Inc.","filed_at":"2023-02-10T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Underwriting Agreement","agreement_type":"underwriting","counterparty":"BofA Securities, Inc. and Jefferies LLC as the representatives of the underwriters","effective_date":"2023-02-07","item_codes_triggered":["1.01"],"value_text":"$24.50 per share"},"claim":"Xponential Fitness, Inc. entered into Underwriting Agreement with BofA Securities, Inc. and Jefferies LLC as the representatives of the underwriters valued at $24.50 per share (effective 2023-02-07).","evidence_excerpt":"On February 7, 2023, Xponential Fitness, Inc. (the “Company,” “Xponential,” “we,” “our,” or “us”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and Jefferies LLC as the representatives of the underwriters named in Schedule A thereto (the “Underwriters”), Xponential Intermediate Holdings LLC, a Delaware limited liability company, and the selling stockholders named in Schedule B thereto (the “Selling Stockholders”), pursuant to which the Selling Stockholders agreed to sell to the Underwriters 5,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”). The Shares were sold at a public offering price of $24.50 per share, and were purchased by the Underwriters from the Selling Stockholders at a price of $23.34 per share.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001193125-23-032739","anchor_url":"https://secwatch.observer/filing/0001193125-23-032739#claim-5acb8c0c7224a157732b70fecbae4a7792084ce7","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1802156/000119312523032739/0001193125-23-032739-index.htm"},{"fact_type":"earnings_release","fact_key":"8fa5ea32abc420696994d458645cfcc2f90b0414","cik":1802156,"ticker":"XPOF","company_name":"Xponential Fitness, Inc.","filed_at":"2023-02-07T23:59:59+00:00","payload":{"eps_text":null,"guidance_signal":"none","item_codes_triggered":["2.02"],"net_income_text":"negative $3.0 million to positive $500 thousand","period_text":"the year ended December 31, 2022","report_date":"2023-02-07","result_type":"preliminary_results","revenue_text":"$241.4 million to $243.2 million"},"claim":"Xponential Fitness, Inc. reported the year ended December 31, 2022 results: revenue $241.4 million to $243.2 million, net income negative $3.0 million to positive $500 thousand.","evidence_excerpt":"Preliminary Estimate of Results as of December 31, 2022 The Company estimates that for the year ended December 31, 2022: • revenue will be in the range of $241.4 million to $243.2 million, or an increase of 56% to 57% as compared to the year ended December 31, 2021; • net income (loss) will be in the range of negative $3.0 million to positive $500 thousand; and • adjusted EBITDA will be in the range of $71.3 million to $74.0 million, or an increase of 161% to 171% as compared to the year ended December 31, 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million.","evidence_excerpt":"$1.03 billion, exceeding the high end of the guidance range of\n$995.0 million to $1.005 billion, and an increase of 46% as compared to full year 2021; • Revenue in the range of $235.0 million to $240.0 million, or an increase of 53% at the midpoint as\ncompared to full year 2021; and • Adjusted EBITDA (4) in the range of $70.0 million to\n$74.0 million, or an increase","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001193125-23-004068","anchor_url":"https://secwatch.observer/filing/0001193125-23-004068#claim-a947d8472a0edb5833b8b41c5d65cced729872ef","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1802156/000119312523004068/0001193125-23-004068-index.htm"},{"fact_type":"debt_financing","fact_key":"6cb706af1db5a33b84753ef3f9e5344330b4b759","cik":1802156,"ticker":"XPOF","company_name":"Xponential Fitness, Inc.","filed_at":"2023-01-09T23:59:59+00:00","payload":{"counterparty":"Wilmington Trust, National Association, as 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lenders including MSD Partners valued at $130.0 million additional term loans (effective 2023-01-09).","evidence_excerpt":"On January 9, 2023, the Company and certain of the Company’s domestic subsidiaries entered into a fourth amendment (the “Amendment”) to its existing financing agreement dated as of April 19, 2021, as previously amended by the first amendment thereto dated as of July 27, 2021, the second amendment thereto dated as of August 8, 2021 and the third amendment thereto dated as of September 30, 2022 , with Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners (together with the Amendment, the “Credit 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