Xponential Fitness Inc SEC Filings

Xponential Fitness, Inc. (NYSE: XPOF) disclosed an Entry into a Material Definitive Agreement in its Form 8-K filed on 3 July 2025. The company’s main operating subsidiary, Xponential Fitness LLC, executed a five-year Retail Supply Agreement with California-based Fit Commerce (FC), effective 1 December 2025 and running through 30 November 2030.

Scope & Exclusivity
• FC becomes the exclusive manufacturer and distributor of all pre-approved retail products sold by Xponential franchisees in the U.S. and Canada and receives worldwide exclusivity to produce items bearing Xponential’s trademarks, subject to limited exceptions.
• Thirty Three Threads (33T) remains the exclusive sock supplier under a carve-out from the prior agreement.

Economic Terms
• FC will pay Xponential domestic, foreign and direct-to-consumer commissions tied to product sales.
• A minimum aggregate domestic commission of US$50 million must be paid over the five contract years (prorated for any partial year), delivering predictable, recurring cash inflows to the franchisor.
• FC must secure a specified level of equity, ABL facilities and vendor inventory financing; failure to fully fund this capital by 31 Oct 2025 renders the agreement null and void, reverting both parties to their earlier contracts.

Operational Responsibilities
FC will handle end-to-end functions, including merchandising strategy, product design, inventory and vendor management, logistics, e-commerce site operation for each franchise brand, marketing, franchisee support and business reporting.

Other Provisions
• Standard reps & warranties, confidentiality, insurance and indemnification covenants apply.
• Certain confidential terms and exhibits have been omitted pursuant to Regulation S-K rules.

Investor Takeaway: The deal locks in at least $50 million of commission revenue over five years and outsources a complex, capital-intensive retail supply chain to a specialized partner. However, the benefits are contingent on FC obtaining adequate financing by 31 Oct 2025, and the exclusivity structure concentrates operational risk with a single vendor.

Form 4 snapshot: Director and 10% owner Mark Grabowski reported an acquisition of 4,355 Class A shares of Xponential Fitness (XPOF) on 01-Jul-2025. The shares were delivered via fully-vested restricted stock units (RSUs) granted for board service, at a stated price of $0.

Post-transaction ownership:

• Direct: 53,972 Class A shares.
• Indirect: 5,612,062 Class A shares through H&W Investco II LP and 6,101,697 Class B shares plus 6,101,697 redeemable LLC units through H&W Investco LP.

Key mechanics: Each LLC unit, together with the cancellation of a Class B share, can be exchanged for one Class A share or cash equal to the volume-weighted average price of a Class A share. The LLC units are fully vested and have no expiration date.

Investor takeaways: The filing shows continued insider exposure—total economic interest exceeds 11.7 million shares—without any disposition of stock. Although the 4,355-share grant is immaterial to the float, the absence of selling and the large retained stake suggest ongoing alignment between the director and common shareholders. There are no immediate cash proceeds or dilution concerns because RSUs were previously reserved for equity compensation plans.

Freshworks Inc. (FRSH) Form 4 filing discloses that Chief Customer & Marketing Officer Mika Yamamoto sold 4,289 Class A common shares on 1 July 2025 at a weighted-average price of $15.05 under a pre-established Rule 10b5-1 trading plan adopted on 17 Sep 2024.

The transaction represents a relatively small portion of her holdings; following the sale Yamamoto still directly owns 570,487 shares. No derivative transactions were reported. The filing is routine, indicates compliance with Section 16 reporting rules, and does not contain additional operational or financial information about Freshworks.

GoodRx Holdings, Inc. (GDRX) filed a Form 144 indicating the intent to sell 6,828 Class A shares through Merrill Lynch on or after 07/03/2025. The proposed sale represents approximately 0.0068% of the 100.3 million shares outstanding and has an estimated aggregate market value of $32,159.88. The shares were originally acquired in a private placement on 10/15/2015. Filers related to Spectrum VII funds sold a total of 10,677 Class A shares over the past three months for gross proceeds of $43,706.29. No other financial metrics, earnings data, or corporate developments are disclosed in this notice.

Form 4 overview – Xponential Fitness, Inc. (XPOF)

On 06/17/2025, Chief Executive Officer Mark James King reported the automatic disposition of 14,480 Class A common shares at $7.84 per share. The transaction was coded “F,” indicating shares were withheld exclusively to satisfy payroll-tax obligations arising from the vesting of restricted stock units granted under the company’s equity incentive plan. Because the shares were withheld by the issuer, the event is not an open-market sale and carries no discretionary signal.

After the withholding, King directly owns 309,269 Class A shares. Based on the figures disclosed, his stake declined by roughly 14,480 shares, or about 4.5% of his previous holdings, but remains substantial.

• Approximate transaction value: $113,500.
• No derivative securities were exercised, acquired, or disposed.
• The filing contains no operational, earnings, or strategic information.

Investors generally view Rule 10b5-1 “F” code tax-withholding events as neutral; they do not reflect insider sentiment toward the company’s prospects.