Xponential Fitness, Inc. has priced the previously announced underwritten public offering of 5,000,000 shares of the company’s Class A common stock by certain of the company’s existing stockholders, affiliates of Snapdragon Capital Partners and Anthony Geisler at a public offering price of $24.50 per share.

In connection with the offering, certain of the selling stockholders have granted the underwriters a 30-day option to purchase up to an additional 750,000 shares of the company’s Class A common stock at the public offering price, less the underwriting discount. The offering is expected to close on February 10, 2023, subject to customary closing conditions. The company will not receive any proceeds from the offering.

BofA Securities and Jefferies are acting as the joint book-running managers and underwriters for the offering, and Morgan Stanley is also acting as a joint book-running manager. Guggenheim Securities, Piper Sandler, Baird and Raymond James are acting as bookrunners for the Offering. Roth Capital Partners and R. Seelaus & Co., LLC are acting as co-managers for the offering.

The offering is being made pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was filed by the company with the U.S. Securities and Exchange Commission on January 20, 2023 and was declared effective on February 3, 2023.