Welcome to our dedicated page for Xponential Fitness SEC filings (Ticker: XPOF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Xponential Fitness, Inc. filings document the public-company disclosures of a boutique fitness franchisor with Class A common stock listed on the New York Stock Exchange under XPOF. Its Form 8-K reports cover operating and financial results, furnished earnings releases, material agreements, leadership changes, board composition updates and credit arrangements involving company subsidiaries.
Proxy materials describe annual meeting matters, director elections, board committees, stockholder voting procedures, executive compensation and governance practices. The filing record also identifies Xponential as an emerging growth company and provides capital-structure disclosures tied to its common stock, financing agreements and material-event reporting.
Xponential Fitness, Inc. (XPOF) appointed Jennifer Ryu as Chief Financial Officer, effective October 19, 2026, succeeding interim CFO Robert Julian, who will remain as a consultant to support the transition. Ryu brings more than 25 years of experience in finance, M&A, accounting and margin improvement, most recently serving as Executive Vice President and CFO of Resources Connection Inc.
Under her offer letter, she will receive a $550,000 annual base salary, a target annual cash bonus equal to 60% of base salary, a $250,000 guaranteed 2027 cash bonus, a $150,000 sign-on bonus, and equity awards with an aggregate value of $1.7 million split evenly between time-based restricted stock units and performance share units. She will participate in the company’s Executive Severance Plan and has an indemnification agreement consistent with other executives. The company also reiterates that its previously announced review of strategic alternatives to maximize shareholder value by its independent directors, supported by Jefferies, remains ongoing.
Xponential Fitness, Inc. (XPOF) reported an insider tax-withholding transaction by Chief Executive Officer Michael Nuzzo. On 2026-08-07, Nuzzo had 22,221 shares of Class A Common Stock withheld at $5.03 per share to cover tax obligations arising from the vesting of restricted stock units under the company’s equity incentive plan. The filing states this "mandatory withhold to cover" transaction was not a discretionary trade, and Nuzzo’s directly held stake after the withholding was 879,272 shares.
Xponential Fitness, Inc. (XPOF) is the subject of a Schedule 13D in which Fund 1 Investments, LLC reports beneficial ownership of 4,170,610 Class A common shares, or 9.9% of the 42,219,000 shares outstanding as of July 31, 2026. The shares are held for private investment funds advised by Pleasant Lake Partners LLC, and Fund 1 Investments and related parties disclaim beneficial ownership beyond their pecuniary interests.
The funds paid an aggregate of $25,854,365 for these shares. Fund 1 Investments states it acquired the position believing the shares were undervalued and may increase or decrease its holdings depending on conditions. It intends to engage with Xponential’s board and management on operational and strategic opportunities, and may discuss changes to capitalization, ownership structure, or board composition, as well as potential business combinations or asset transactions.
In addition, Fund 1 Investments holds cash-settled total return swaps referencing 2,161,006 notional shares (about 5.1% of outstanding) and has sold short over‑the‑counter cash‑settled put options on 2,000,000 shares with a $5 exercise price expiring September 18, 2026, which provide economic exposure without voting or dispositive power.
Xponential Fitness, Inc., a franchisor of boutique fitness brands, reported lower results for Q2 2026. Total revenue was 65,968 (in thousands), down from 76,208 a year earlier, and net income (loss) attributable to Xponential shifted to a loss of 4,137 from income of 969.
For the first six months of 2026, revenue was 126,682 versus 153,091 in 2025, with a net loss attributable to Xponential of 4,862. Net cash used in operating activities was 25,727 (in thousands), compared with positive 8,341 in the prior-year period, reducing cash, cash equivalents and restricted cash to 24,988 at June 30, 2026.
The company remains highly leveraged, with scheduled long-term debt principal of 522,375 (in thousands) and interest expense of 29,442 for the first half of 2026, alongside a stockholders’ deficit of 376,095. Deferred revenue of 82,484 represents franchise and related fees to be recognized over future periods.
Xponential Fitness reported Q2 2026 total revenue of $66.0 million, down 13% from Q2 2025, as fewer equipment installations and a shift to an outsourced retail model sharply reduced equipment and merchandise sales. Franchise revenue was $44.0 million, down 3% year-over-year, while other service and marketing fund revenues also declined.
Selling, general and administrative expenses rose 33% to $32.0 million, mainly from higher legal costs, and marketing fund expense increased 29% to $11.4 million. Operating income fell to $9.5 million, and the company recorded a net loss of $4.8 million, versus net income of $1.3 million a year earlier. Adjusted net income was $0.8 million (down from $14.5 million), and Adjusted EBITDA declined 22% to $21.9 million.
As of June 30, 2026, Xponential held about $25.0 million in cash, cash equivalents and restricted cash against $522.4 million of total long-term debt, and used $25.7 million of net cash in operating activities in Q2. Management noted results were below expectations and is revising its full-year 2026 outlook while emphasizing long-term studio growth, digital initiatives and franchisee support.
BlackRock, Inc. reports a significant ownership stake in Xponential Fitness, Inc. Class A Stock. BlackRock beneficially owns 2,436,612 Class A shares, representing 5.8 % of the class. It holds sole voting power over 2,399,256 shares and sole dispositive power over all 2,436,612 shares, with no shared voting or dispositive power reported.
The filing states that these holdings reflect securities beneficially owned, or deemed beneficially owned, by certain business units of BlackRock and its subsidiaries and affiliates. Various underlying clients have rights to dividends and sale proceeds, but no single person has an interest exceeding five percent of Xponential Fitness’s total outstanding common shares.
Grabowski Mark reported acquisition or exercise transactions in this Form 4 filing.
Xponential Fitness director Mark Grabowski reported a compensation-related equity grant and updated holdings. He received 4,881 deferred stock units (DSUs) of Class A common stock for board service, at a stated price of $0.00 per share. The DSUs are immediately vested, increasing his directly held Class A common stock to 88,927 shares after the award. He also reports indirect holdings of 6,101,697 shares of Class B common stock through H&W Investco LP and 5,612,062 shares of Class A common stock through H&W Investco II LP, both controlled via MGAG LLC where he is the sole manager and controlling member.
Lee Rachel H. reported acquisition or exercise transactions in this Form 4 filing.
Xponential Fitness, Inc. director Rachel H. Lee reported an equity compensation grant of 4,773 shares of Class A common stock. These shares are subject to restricted stock units awarded for her services on the board of directors and are fully vested.
Following this grant, Lee directly holds a total of 40,417 shares of Class A common stock. The transaction was a grant or award at no cash cost per share, reflecting standard director compensation rather than an open-market purchase.
Yang Tseli Lily reported acquisition or exercise transactions in this Form 4 filing.
Xponential Fitness director Yang Tseli Lily received an equity award of 4,411 shares of Class A common stock in the form of fully vested restricted stock units for service on the company’s board of directors. After this grant, she directly holds a total of 46,204 Class A shares.
Parent Haughey Nicole reported acquisition or exercise transactions in this Form 4 filing.
Xponential Fitness, Inc. director Nicole Parent Haughey reported receiving a grant of Class A common stock through restricted stock units for her service on the company’s board. The award covers 4,158 shares, carried at a price of $0.00 per share as compensation rather than a market purchase.
These RSUs are fully vested, meaning the shares are no longer subject to service-based vesting conditions. After this grant, Haughey’s directly held Class A common stock position increased to 25,963 shares, as reflected in the filing.