On February 13, 2024, Xponential Fitness, Inc. (the ?Company?) and certain of the Company?s domestic subsidiaries entered into a sixth 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 October 8, 2021, the third amendment thereto dated as of September 30, 2022, the fourth amendment thereto dated as of January 9, 2023 and the fifth amendment thereto dated as of August 3, 2023, 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 Agreement?). The Amendment provides for, among other things, additional term loans in an aggregate principal amount of $38.7 million (the ?Sixth Amendment Incremental Term Loans?), the proceeds of which will be used to repay an aggregate of $38.7 million in existing term loans under Credit Agreement and for the payment of fees, costs and expenses related to the making of the Sixth Amendment Incremental Term Loans. The Amendment also extends the maturity date for all outstanding term loans under the Credit Agreement to March 15, 2026.

Davis Polk & Wardwell LLP has advised in securing the term loan facility.