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. reported that Fund 1 Investments, LLC beneficially owned 4,170,610 shares of Class A common stock, or 9.9% of the class.
Fund 1 also disclosed cash-settled total return swaps providing economic exposure to 4,213,826 notional shares, approximately 9.98% of outstanding shares. The swaps do not give Fund 1 power to vote or dispose of the referenced shares. Fund 1 reported no transactions in the issuer’s shares since Amendment No. 2.
Xponential Fitness, Inc. director Rachel H. Lee acquired 8,094 shares of Class A common stock subject to restricted stock units (RSUs) on October 1, 2026. The RSUs were fully vested and granted for services on the company's board of directors. Lee directly held 48,511 shares following the award.
Xponential Fitness, Inc. (XPOF) director and 10% owner Mark Grabowski acquired 8,278 deferred stock units (DSUs) for board service on October 1, 2026; the units vested immediately. He directly held 97,205 Class A common shares following the award. The reported indirect holdings were 5,612,062 Class A shares through H&W Investco II LP and 6,101,697 Class B shares through H&W Investco LP. Grabowski is the sole manager of their general partner and, through a wholly owned disregarded entity, its controlling member.
At Xponential Fitness, Inc. (XPOF), director Haughey Nicole Parent acquired 7,051 shares of Class A common stock on October 1, 2026, as a fully vested restricted stock unit award for board service. She directly held 33,014 shares following the award.
Xponential Fitness, Inc. (XPOF) adopted a stockholder rights plan and declared one right per outstanding Class A share for stockholders of record at the close of business on October 22, 2026. Rights initially trade with the shares and are not exercisable until after the Distribution Time and the Company’s redemption right expires. The general trigger is becoming the beneficial owner of 19.9% or more of outstanding Class A shares; derivative positions count according to their economic exposure.
Once exercisable, each right ordinarily permits purchase of one one-thousandth of a Series B Preferred share (a Unit) for $15.00 per Unit, subject to adjustment. Outside a Flip-over Event, non-acquirer holders may instead receive Class A shares with market value equal to twice the exercise price. The Board may redeem all rights for $0.001 per right before the earlier of the tenth business day after the first public announcement that a person has become an Acquiring Person and October 11, 2027, when the rights otherwise expire. The Board’s strategic alternatives review remains ongoing, led by independent directors with Jefferies as financial advisor.
Xponential Fitness, Inc. (XPOF) reporting person Fund 1 Investments, LLC reports beneficial ownership of 4,170,610 Class A common shares, approximately 9.9% of the class. It has sole voting and dispositive power over those shares. The reported percentage is based on 42,219,000 shares outstanding as of July 31, 2026. The shares were purchased with working capital of the Funds, and their aggregate purchase price was approximately $25,854,365, including brokerage commissions.
The amendment reflects an additional purchase of 10,000 shares on August 21, 2026, at $5.0470 per share. Separate cash-settled total return swaps provide economic exposure to 3,573,826 notional shares, approximately 8.5% of outstanding shares, without voting or disposition power over the referenced shares. The reporting person also previously sold short over-the-counter cash-settled put options referencing 2,500,000 shares, with a $5 exercise price and an October 16, 2026 expiration.
Xponential Fitness, Inc. (XPOF) entered a September 28, 2026 letter agreement with Fund 1 Investments, LLC. Fund 1 reported beneficial ownership of 4,160,610 Class A shares, approximately 9.9% of outstanding shares. The reported aggregate purchase price was approximately $25,803,895, including brokerage commissions.
The agreement reflects board approval of additional acquisitions and a waiver of specified DGCL 203 restrictions, subject to continued compliance. It requires the PLP Parties to vote securities representing votes above 9.9% in the same manner and proportion as holders outside those parties and any group, and bars acquisitions, derivative agreements or group membership that would put their beneficial ownership plus shares subject to derivative agreements above 19.9%. It ends on its fifth anniversary. Fund 1 reported swaps providing economic exposure to 2,821,118 notional shares, without voting or disposition power, and short put options referencing 2,500,000 shares at a $5 exercise price, expiring October 16, 2026. The amendment corrects an August 21 purchase to 15,000 shares at $5.1944 per share.
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.