Xponential Fitness, Inc. Announces Pricing of $120 Million Initial Public Offering

IRVINE, Calif.--(BUSINESS WIRE)--Xponential Fitness, Inc., a curator of leading boutique fitness brands, today announced the pricing of its initial public offering (“IPO”) of 10,000,000 shares of its Class A common stock at a public offering price of $12.00 per share. The shares are expected to begin trading on the New York Stock Exchange on July 23, 2021 under the symbol "XPOF." The offering is expected to close on July 27, 2021, subject to customary closing conditions.

In addition, Xponential Fitness has granted the underwriters a 30-day option to purchase up to an additional 1,500,000 shares of Class A common stock at the initial public offering price, less the underwriting discount.

BofA Securities, Jefferies and Morgan Stanley are acting as joint lead bookrunners for the offering. Guggenheim Securities, Citigroup and Piper Sandler are acting as bookrunners for the offering. Baird and Raymond James are acting as co-managers for the offering.

The offering of these securities is being made only by means of a prospectus. A copy of the prospectus, when available, may be obtained from: BofA Securities, Inc., Attn: Prospectus Department, NC1-004-03-43, 200 North College Street, 3^rd Floor, Charlotte, NC 28255, email: [e-mail]; Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, telephone: [phone], email: [e-mail]; or Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2^nd Floor, New York, NY 10014.

A registration statement relating to these securities has been filed with, and declared effective by, the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Xponential Fitness, Inc.

Founded in 2017 and headquartered in Irvine, California, Xponential Fitness, Inc. is a curator of leading boutique fitness brands across multiple verticals. Through its mission to make boutique fitness accessible to everyone, the Company has built and curated a diversified platform of nine boutique fitness brands spanning across verticals including Pilates, indoor cycling, barre, stretching, rowing, dancing, boxing, running and yoga. In partnership with its franchisees, Xponential Fitness offers energetic, accessible, and personalized workout experiences led by highly-qualified instructors in studio locations across 48 U.S. states and 10 additional countries as of June 30, 2021. Xponential Fitness' portfolio of brands includes Club Pilates, the nation's largest Pilates brand; CycleBar, the nation's largest indoor cycling brand; StretchLab, a concept offering one-on-one and group stretching services; Row House, a high-energy, low-impact indoor rowing workout; AKT, a dance-based cardio workout combining toning, interval and circuit training; YogaSix, the largest franchised yoga brand; Pure Barre, a total body workout that uses the ballet barre to perform small isometric movements; STRIDE, a treadmill-based cardio and strength training concept; and Rumble, a boxing-inspired full-body workout.

Forward-Looking Statements

This press release includes statements that may constitute “forward-looking” statements, usually containing the words “believe,” “estimate,” “project,” “expect” or similar expressions. These forward-looking statements include, without limitation, references to Xponential Fitness’ expectations regarding the commencement of trading on the New York Stock Exchange and the completion, timing and size of the public offering. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, risks and uncertainties related to completion of the public offering and the satisfaction of customary closing conditions related to the public offering. By making these forward-looking statements, Xponential Fitness undertakes no obligation to update these statements for revisions or changes after the date of this release.