Under the Rights Plan, the rights generally become exercisable only if a person or group (each, an "acquiring person") acquires beneficial ownership of 19.9% or more of the Company’s Class A shares. In that situation, each holder of a right (other than the acquiring person or group, whose rights will become void and will not be exercisable) will have the right to purchase, upon payment of the exercise price and in accordance with the terms of the Rights Plan, a number of Class A shares of the Company having a market value of twice the exercise price. For purposes of calculating beneficial ownership under the rights plan, derivative positions relating to the Class A shares are treated as beneficial ownership of the number of Class A shares equivalent to the economic exposure created by the derivative security, whether or not such shares would be deemed beneficially owned under federal securities laws.

If as of the time of this announcement an investor’s position in Xponential Class A shares (taking into account derivatives) is at or above the 19.9% threshold, that stockholder’s existing shares and derivative securities position (but not any replacement shares and securities) would be "grandfathered" and initially exempt from application of the Rights Plan, but the rights would become exercisable if such stockholder acquires additional shares and/or derivative securities after this announcement and, thereafter, the stockholder’s position in Xponential Class A shares (taking into account derivatives) is at or above the 19.9% threshold.

The rights are redeemable for a price of $0.001 per right, subject to adjustment, at any time before the rights become exercisable. Unless the rights are redeemed, exchanged, or terminated earlier, they will expire at the close of business on October 11, 2027.

As previously announced, the Company’s Board has initiated a review of strategic alternatives to maximize stockholder value. The review remains ongoing and is being led by the Board’s independent directors, with Jefferies serving as financial advisor.

The Board, in consultation with its advisors, unanimously adopted the Rights Plan to protect the interests of all Xponential stockholders and in response to a recent significant accumulation of Company equity interests. The Rights Plan is intended to prevent any investor from accumulating a significant position in Xponential that could adversely impact trading in the Company’s Class A shares. The Company maintains an open and constructive dialogue with its investors and looks forward to continuing this dialogue. The Rights Plan will not prevent an acquisition of Xponential but should encourage anyone seeking to acquire Xponential to negotiate with its Board prior to attempting an acquisition.

The Rights Plan is similar to plans adopted by other publicly-traded companies. Under the Rights Plan, Xponential is issuing one right for each Class A share of the Company held by stockholders of record as of the close of business on October 22, 2026. Initially, the rights will not be exercisable and will trade with, and be represented by, the Company’s Class A shares. The Rights Plan is effective immediately.