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

Rhea-AI Filing Summary

Insights

Earnings Disclosure Analyst

Filing merely furnishes Q2 2025 earnings press release; no performance figures, so market impact indeterminate.

The Form 8-K uses Item 2.02 to notify that Sierra Bancorp has released unaudited results for the three- and six-month periods ended June 30 2025. Because the company elected to furnish—not file—the press release, the information is not subject to Exchange Act §18 liability and will not automatically integrate into registration statements. That choice is routine for quarterly earnings but limits potential legal exposure if numbers are later revised.

No financial metrics appear in the 8-K itself; investors must consult Exhibit 99.1 for revenue, net income, credit metrics, or guidance details. Absent those figures, the filing in isolation does not signal a directional change in the firm’s outlook. It simply satisfies timely disclosure rules and maintains Reg FD compliance.

Operationally, the event confirms management met the reporting calendar and that unaudited results were ready by late July, consistent with prior years. Unless Exhibit 99.1 contains unexpected swings in net interest margin, provision expense, or capital ratios, the impact of this 8-K is procedural rather than substantive.

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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): July 28, 2025

XPONENTIAL FITNESS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40638		84-4395129
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

17877 Von Karman Ave., Suite 100

Irvine, CA 92614

(Address of principal registered 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 Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 8.01. Other Events.

On July 28, 2025, Xponential Fitness, Inc. issued a press release announcing the divestiture of its CycleBar and Rumble brands to Extraordinary Brands, LLC. A copy of the press release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

99.1		Press Release dated July 28, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

Dated: July 28, 2025

Xponential Fitness, Inc.
By:		/s/ John Meloun
Name:		John Meloun
Title:		Chief Financial Officer