[8-K] Xponential Fitness, Inc. Reports Material Event

Rhea-AI Filing Summary

Xponential Fitness (XPOF) furnished a Current Report announcing its financial results for the quarter ended September 30, 2025. The details are provided in a press release attached as Exhibit 99.1.

The information under Item 2.02, including Exhibit 99.1, is being furnished and is not deemed filed under Section 18 of the Exchange Act, nor incorporated by reference into other filings except as expressly set forth by specific reference. Additional exhibit materials include the Cover Page Interactive Data File (Exhibit 104).

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 6, 2025

XPONENTIAL FITNESS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40638		84-4395129
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

17877 Von Karman Avenue, Suite 100

Irvine, CA 92614

(Address of principal executive offices, including Zip Code)

(949) 346-3000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Forms 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		XPOF		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☐

Item 2.02 Results of Operations and Financial Condition

On November 6, 2025, Xponential Fitness, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements Exhibits

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release dated November 6, 2025.
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				XPONENTIAL FITNESS, INC.
Date: November 6, 2025				By:		/s/ John Meloun
				Name		John Meloun
				Title		Chief Financial Officer

FAQ

What did XPOF announce in this 8-K?

The company furnished a press release with financial results for the quarter ended September 30, 2025.

Where can I find the detailed results for XPOF?

See Exhibit 99.1, which contains the full press release with the company’s quarterly results.

Is the XPOF earnings information deemed filed with the SEC?

No. The Item 2.02 information, including Exhibit 99.1, is furnished and not deemed filed under Section 18 of the Exchange Act.

Will the furnished information be incorporated by reference into other filings?

It will not be incorporated by reference except as expressly set forth by specific reference in a future filing.

What exhibits accompany XPOF’s 8-K?

Exhibit 99.1 (Press Release dated November 6, 2025) and Exhibit 104 (Cover Page Interactive Data File).

Which period does this report cover for XPOF (NYSE: XPOF)?

The announcement relates to the quarter ended September 30, 2025.