Alzheimer’s disease (AD) and Alzheimer’s disease related dementia (ADRD) is global health problem of epidemic proportion with no present cure. Moreover, currently available AD/ADRD medications do not alter disease progression, provide only limited benefits with considerable side effects. For this reason, non- pharmacological interventions for AD/ADRD remain highly desirable. Preventing Loss of Independence through Exercise (PLIÉ) is a non-pharmacological, multi-domain, integrative group exercise program developed by researchers at UCSF and the San Francisco VA for individuals with AD/ADRD. PLIÉ integrates elements from traditional Western approaches with various mind-body techniques to: (1) train procedural memory, which remains intact in individuals with AD/ADRD, for basic functional movements that are important for maintaining independence (e.g., sit-to-stand), (2) increase mindful body awareness, and (3) facilitate social connections. In a pilot study that utilized standard pharmaceutical research outcome measures, 18 weeks of PLIÉ improved cognitive and physical function and quality of life in individuals with mild to moderate AD/ADRD and reduced caregiver burden. Importantly, the effect sizes were substantially larger than what has been observed with current dementia medications and affected a broader range of outcomes than current behavioral interventions. However, the neural mechanisms underlying PLIÉ’s beneficial effect in individuals with AD/ADRE remain unclear. Therefore, this study investigates PLIÉ’s neural mechanisms by acquiring neuroimaging data from a subset of the participants enrolled in a VA-funded randomized controlled trial (RCT) of PLIÉ for individuals with AD/ADRD.