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. Schedule 13G shows Shay Capital LLC and Shay Capital Holdings LLC each reporting beneficial ownership of 2,162,531 shares of Class A common stock, representing 5.2% of the class. The filing lists sole voting and dispositive power for each Filer and is signed by the company's CFO.
Xponential Fitness, Inc. President Danielle Porto Parra filed an initial Form 3 reporting her beneficial ownership of the company’s Class A Common Stock. The filing shows she held 0 shares of Class A Common Stock directly following the reported date of May 18, 2026.
Xponential Fitness, Inc. reported the results of its 2026 annual stockholder meeting. Stockholders elected two Class II directors, Rachel H. Lee and Lily Yang, to the Board of Directors. Lee received 30,553,443 votes for and Yang received 29,922,367 votes for, with additional withheld and broker non-vote totals reported.
Stockholders also approved the ratification of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The auditor ratification passed with 36,603,990 votes for, 1,817,558 against, and 53,261 abstentions.
Xponential Fitness, Inc. reported that investment funds affiliated with Voss Capital made open-market purchases of its Class A common stock. On May 19–20, 2026, Voss Value Master Fund and Voss Value-Oriented Special Situations Fund together bought 200,005 shares in multiple transactions. Reported purchase prices ranged from about $4.64 to $5.50 per share. After these trades, Voss Value Master Fund held 924,334 shares and Voss Value-Oriented Special Situations Fund held 184,324 shares, each as indirect holdings for the reporting group that is disclosed as beneficially owning over 10% of Xponential’s common stock.
Xponential Fitness appointed Danielle Porto Parra as President, bringing more than 20 years of brand and operations experience from companies such as McAlister’s Deli, GoTo Foods, Pep Boys, Build.com, Caesars Entertainment and Petco.
The board also amended its Omnibus Incentive Plan so that a complete liquidation or dissolution counts as a change in control and clarified how stock awards vest or are forfeited if they are assumed or not assumed in a change in control. In addition, the company adopted an Executive Severance Plan that provides cash severance, bonus treatment, partial or full equity vesting, and continued health benefits for eligible employees after certain terminations, with richer benefits during a change-in-control protection period.
Under her offer letter, Ms. Parra will receive a $600,000 base salary, a target annual bonus equal to 60% of salary, a guaranteed $360,000 cash bonus for 2026, a $100,000 sign-on bonus, and equity awards valued at $2.5 million split evenly between time-based RSUs and performance share units.
Xponential Fitness, Inc. reported a leadership change as Chief Operating Officer Timothy Weiderhoft has separated from the company effective May 13, 2026. The update is disclosed under the item covering departures and appointments of directors and executive officers, and no additional changes or compensatory details are described in the excerpt.
Voss Capital and related entities filed Amendment No. 1 to their Schedule 13D on Xponential Fitness, Inc., reporting beneficial ownership of approximately 16.2% of the Class A common stock, or 6,788,653 shares, based on 41,877,000 shares outstanding as of April 30, 2026. The filing details that Voss Value Master Fund holds 758,653 shares (about 1.8%), and Voss Value-Oriented Special Situations Fund holds 150,000 shares (about 0.4%). Voss Capital and Travis W. Cocke are each reported as beneficial owners of 6,788,653 shares, including 5,880,000 shares held in Voss-managed accounts. The amendment states there have been no transactions in the issuer’s securities since the prior filing, and the decrease in reported ownership percentage is solely due to an increase in the number of shares outstanding.
Xponential Fitness, Inc. reported Q1 2026 net revenue of $60.7 million, down from $76.9 million a year earlier, but grew operating income to $13.0 million from $9.7 million. The quarter showed a small net loss attributable to the company of $0.7 million, compared with a $1.9 million loss in Q1 2025.
Cash, cash equivalents and restricted cash fell to $21.5 million from $45.9 million at year-end, as operating activities used $21.7 million of cash versus $5.8 million provided in the prior-year quarter. Long-term debt remained high at about $524.0 million gross, with stockholders’ deficit at $372.0 million.
The company now focuses on five core brands following 2025 divestitures and continues to rely heavily on franchise and development fees, with total deferred revenue of $88.9 million. Xponential owns 85.1% of its main operating LLC, with the remainder held by noncontrolling interests.
Xponential Fitness, Inc. reported first quarter 2026 revenue of $60.7 million, down 21% from the prior year, as strategic brand divestitures, fewer equipment installations, and a shift to an outsourced merchandise model reduced reported sales.
Franchise revenue fell 6%, equipment revenue 61%, and merchandise revenue 90%, while marketing fund revenue and other service revenue also declined. Despite this, selling, general and administrative expenses dropped 34%, narrowing the net loss to $0.8 million or $0.02 per share. Adjusted EBITDA was $20.4 million, down 25% year-over-year, and the company ended March 31, 2026 with $21.5 million in cash and $523.7 million in long-term debt, while reiterating its full-year 2026 outlook.
Xponential Fitness, Inc. — BlackRock, Inc. reports beneficial ownership of 1,785,683 Class A shares, representing 4.8% of the class as of 03/31/2026.
The filing (Schedule 13G/A) shows BlackRock has 1,757,458 shares with sole voting power and 1,785,683 shares with sole dispositive power. The amendment is signed by Spencer Fleming on 04/27/2026.