Xponential Fitness Inc SEC Filings

Xponential Fitness, Inc. director and 10% owner Mark Grabowski received 4,096 deferred stock units (DSUs) of Class A Common Stock on January 1, 2026. The DSUs were granted as compensation for his services on the board of directors, are immediately vested, and were issued at a price of $0 per share. Following this grant, he beneficially owns 62,315 shares of Class A Common Stock directly.

In addition, he reports indirect beneficial ownership of 5,612,062 shares of Class A Common Stock through H&W Investco II LP, and 6,101,697 shares of Class B Common Stock through H&W Investco LP. He also indirectly holds 6,101,697 LLC Units in Xponential Holdings LLC, each of which may be redeemed, together with the cancellation of a share of Class B Common Stock, for one share of Class A Common Stock or a cash payment based on the volume weighted average market price of a share of Class A Common Stock. These LLC Units are fully vested and do not expire.

Xponential Fitness director Rachel Lee reported an equity award in the company. On January 1, 2026, she acquired 2,731 shares of Class A common stock at $0 per share, delivered as fully vested restricted stock units for her services on the board of directors. After this grant, she beneficially owns 15,922 Class A shares directly.

Xponential Fitness director Bruce N. Haase reported an award of 3,398 shares of Class A common stock on January 1, 2026. The shares relate to a restricted stock unit grant for his services on the company’s board of directors and are fully vested, meaning they are no longer subject to vesting conditions. The award was recorded at a price of $0 per share, reflecting that it is equity compensation rather than an open-market purchase. Following this grant, Haase beneficially owns 102,859 shares of Xponential Fitness Class A common stock in direct ownership.

Xponential Fitness, Inc. entered into a new Credit Agreement under which lenders provided a $525 million Closing Date Term Loan and $25 million in revolving commitments to its subsidiary borrower. Part of the term loan proceeds were used on December 8, 2025 to refinance approximately $369.2 million of existing loans, pay an exit fee of about $7.2 million and a make-whole premium of about $10.4 million, and fund a preferred stock repurchase and transaction expenses.

Through a privately negotiated agreement, the company agreed to pay approximately $127.0 million in cash plus about $1.4 million of accrued and unpaid dividends to repurchase 114,660 shares of its 6.50% Series A and Series A‑1 Convertible Preferred Stock, leaving no preferred shares outstanding. The new term loans and revolving loans bear interest at a rate based on Term SOFR or a base rate plus a leverage-based margin, include leverage and other covenants, are guaranteed and secured by first-priority liens on substantially all loan party assets, and mature or terminate five years after the closing date.

Xponential Fitness, Inc. (XPOF) disclosed that an officer received a new equity award in the form of restricted stock units. On 11/24/2025, the reporting person acquired 137,851 shares of the company’s Class A common stock at a price of $0, reported as an award rather than an open‑market purchase. These shares are subject to vesting conditions and are held directly.

The award consists of RSUs that convert into Class A common stock over time. The RSUs are scheduled to vest in three equal installments of 33.33% each year on the anniversaries of November 14, 2025, 2026, and 2027, provided the officer remains employed through each vesting date. The reporting person’s role is identified as Chief Legal Counsel and Administrative Officer, highlighting this as part of executive equity compensation.

Xponential Fitness, Inc. (XPOF) filed an initial statement of beneficial ownership on Form 3 for an officer. The filing identifies the reporting person as an officer of the company with the title of Chief Legal Counsel and Administrative Officer.

As of the event date of 11/14/2025, the Form 3 states that the reporting person does not beneficially own any Xponential Fitness securities, either directly or indirectly. The form is filed by a single reporting person, indicating this is an individual, not joint, filing.

Xponential Fitness (XPOF) received an amended Schedule 13G showing that investment affiliates of Voss Capital report a significant passive stake. Voss Capital, L.P. and Travis W. Cocke each report beneficial ownership of 4,875,490 Class A shares, representing 13.86% of the class. Within that, Voss Capital lists 4,593,440 shares with sole voting/dispositive power and 282,050 with shared power.

Other filers include: Voss Advisors GP, LLC at 908,653 shares (2.58%), Voss Value Master Fund, L.P. at 758,653 shares (2.16%), and Voss Value‑Oriented Special Situations Fund, L.P. at 150,000 shares (0.43%). The percentages are based on 35,169,000 shares outstanding as of October 31, 2025, as disclosed in the issuer’s Form 10‑Q. The filing includes a certification that the securities were not acquired and are not held for the purpose of changing or influencing control.

Xponential Fitness (XPOF) received a Form 3 from affiliates of Voss Capital and Travis W. Cocke, filed jointly as reporting persons. The filing identifies Mr. Cocke as a director.

The statement reports indirect beneficial ownership of Class A common stock: 758,653 shares by Voss Value Master Fund and 150,000 shares by Voss Value‑Oriented Special Situations Fund. The group states it collectively beneficially owns over 10% of outstanding shares and disclaims beneficial ownership beyond pecuniary interest.

Xponential Fitness (XPOF) announced leadership changes, appointing Gavin M. O’Connor as Chief Legal Officer & Administrative Officer, effective November 14, 2025. He replaces Andrew Hagopian, who separated from the company as of November 10, 2025.

The company expects to enter into a separation agreement with Mr. Hagopian documenting any applicable payments or benefits and plans to file any such agreement as an exhibit in a subsequent public filing. O’Connor brings prior experience from European Wax Center, American Eagle Outfitters, and GNC, with earlier practice at McGuireWoods LLP.

A press release detailing these changes was furnished as Exhibit 99.1.