Xponential Fitness names Danielle Porto Parra President
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.
Rhea-AI Filing Summary
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.
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Insights
Xponential aligns leadership, incentives and severance around change-in-control events.
Xponential Fitness is reshaping its senior leadership and compensation framework. The appointment of Danielle Porto Parra as President adds an executive with extensive franchise, marketing and operations experience, while her mix of salary, cash bonuses and equity closely ties her pay to company and personal performance.
The amendment to the Omnibus Incentive Plan clarifies how stock awards behave in a change in control, distinguishing between awards that are assumed by a buyer and those that are not. This reduces ambiguity for both executives and potential acquirers about vesting, forfeiture and timing.
The new Executive Severance Plan standardizes severance across eligible executives, with multipliers on base salary and target bonus and differentiated treatment inside and outside a change-in-control period. Future company disclosures may show how these protections influence leadership stability and any strategic transaction discussions.
8-K Event Classification
Key Figures
Key Terms
change in control financial
performance-vesting conditions financial
restricted stock units financial
severance-eligible termination financial
non-solicit financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What leadership change did Xponential Fitness (XPOF) announce in this 8-K?
How is Xponential Fitness (XPOF) compensating new President Danielle Porto Parra?
What did Xponential Fitness (XPOF) change in its Omnibus Incentive Plan?
What is included in the new Executive Severance Plan at Xponential Fitness (XPOF)?
How are equity awards treated for Xponential Fitness executives in a change in control?
What equity incentives will Danielle Porto Parra receive at Xponential Fitness (XPOF)?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| 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) |
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Emerging growth company
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 18, 2026, Xponential Fitness, Inc. (the “Company”), issued a press release (the “Press Release”), announcing the appointment of Danielle Porto Parra as its President, effective as of May 18, 2026.
Prior to joining the Company, Ms. Parra served as the Chief Brand Officer and head of McAlister’s Deli since January 2025, and as a Senior Vice President, from September 2021 to December 2024, and Vice President from December 2020 to September 2021 at GoTo Foods, a leading developer, franchisor and operator of global multi-channel foodservice brands including Cinnabon, Auntie Anne’s, Jamba, Moe’s Southwest Grill, McAlister’s Deli, Schlotzsky’s & Carvel. She also previously served as the Chief Marketing Officer & SVP of eCommerce at Icahn Automotive, an operator and franchisor of automotive aftermarket service and parts brands including Pep Boys, AAMCO, Precision Tune, and Auto Plus from 2016 to 2019. Ms. Parra was the Chief Marketing Officer for Build.com from 2015 to 2016 and Vice President, Marketing for Petco Animal Supplies, Inc. from 2011 to 2015. She was the Vice President of Marketing from 2008 to 2010 and Director Loyalty Marketing from 2006 to 2008 for Caesars Entertainment. Ms. Parra has volunteered with YMCA and the Petco Foundation, and currently serves on the Resource Development & Marketing Board Committee for Boys & Girls Club.
There is no arrangement or understanding between Ms. Parra and any other person pursuant to which Ms. Parra has been appointed as President, and there is no family relationship between Ms. Parra and any of the Company’s directors or executive officers. Ms. Parra has no interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Approval of Omnibus Plan Amendment
On May 14, 2026, the board of directors of the Company (the “Board”) approved an amendment (the “Amendment”) to the Xponential Fitness, Inc., Omnibus Incentive Plan (the “Plan”). The Amendment provides that (i) a complete liquidation or dissolution of the Company will constitute a “change in control” of the Company and, (ii) upon a change in control, if the Company’s outstanding equity awards are not “assumed” by the acquiring or surviving entity in the change in control (or a successor or parent corporation), (x) any equity awards subject to time-vesting conditions will fully vest, (y) any equity awards subject to performance-vesting conditions that have a performance period in effect as of the change in control will vest based on actual performance for the performance period, and to the extent applicable, any such equity awards will become fully exercisable, and (z) any equity awards subject to performance-vesting conditions for which a performance period that has not commenced as of the change in control will be forfeited for no consideration.
For purposes of the Plan, the Amendment provides that an equity award will be considered to be “assumed” only if it is converted into a replacement award denominated in publicly held stock that is widely traded on an established stock exchange, in a manner that complies with Sections 409A and 424 of the Code, on terms that are at least as favorable as the existing equity award. If the outstanding equity awards are assumed, (i) any equity awards subject to time-vesting conditions will continue to vest in accordance with their respective vesting schedules, (ii) any equity awards subject to performance-vesting conditions that have a performance period in effect as of the change in control will be earned as of the change in control, and such awards will remain subject to time-vesting conditions for the remainder of any applicable performance periods, and (iii) any equity awards subject to performance-vesting conditions for which a performance period that has not commenced as of the change in control will be forfeited for no consideration.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Form 10-K and is incorporated herein by reference.
Adoption of Severance Plan
On May 12, 2026, Board approved and adopted the Xponential Fitness, Inc., Executive Severance Plan (the “Severance Plan”), for eligible employees, including our executive officers. The Severance Plan provides a participant with certain payments and benefits upon a severance-eligible termination.
The Severance Plan provides that if a participant experiences a severance-eligible termination outside of the Severance Plan’s change in control protection period, the participant will be entitled to (i) a cash payment equal to the participant’s annual base salary multiplied by the applicable severance multiplier (ranging from 0.5 to 2), paid in substantially equal installments over the applicable severance period, (ii) any earned but unpaid bonus for the prior fiscal year, paid at the same time bonuses are paid to continuing employees, (iii) a prorated bonus for the year of termination, paid at the same time bonuses are paid to continuing employees, (iv) (x) for time-vesting equity awards, pro-rated vesting and (y) for performance-vesting equity awards, prorated vesting based on the portion of the performance period that has elapsed through the separation date and actual performance; provided, that performance-vesting equity awards for which the performance period has not yet commenced, or for which the performance-vesting conditions have not yet been established, will be forfeited, and (v) health care continuation for the applicable severance period (ranging from 6 to 24 months).
The Severance Plan provides that if a participant experiences a severance-eligible termination during the Severance Plan’s change in control protection period, the participant will be entitled to (i) a cash payment equal to (x) the product of (a) the participant’s annual base salary and (b) target bonus multiplied (y) by the applicable severance multiplier (ranging from 0.5 to 2), paid in a lump sum as soon as practicable following the separation date, (ii) any earned but unpaid bonus for the prior fiscal year, paid at the same time bonuses are paid to continuing employees, (iii) a prorated bonus for the year of termination, paid at the same time bonuses are paid to continuing employees, (iv) for time-vesting equity awards, full vesting (including awards that were previously subject to performance-vesting conditions and became time-based in connection with the change in control), and (v) health care continuation for the applicable severance period (ranging from 6 to 24 months).
Receipt of any severance benefits is subject to the participant’s execution of a release of claims against the Company and continued compliance with restrictive covenant obligations, along with other customary terms and conditions.
The foregoing description of the Severance Plan is qualified in its entirety by reference to the full text of the Severance Plan, which is filed as Exhibit 10.2 to this Form 10-K and is incorporated herein by reference.
Employment and Indemnification Agreements
The Company entered into an offer letter with Ms. Parra, effective as of May 18, 2026 (the “Offer Letter”). Pursuant to the Offer Letter, Ms. Parra’s initial annual base salary is $600,000, and she is eligible to participate in the Company’s annual cash bonus program, with a target bonus opportunity of 60% of her base salary, based on the achievement of Company and personal performance goals. Ms. Parra is entitled to a guaranteed cash bonus for 2026, equal to 100% of her target bonus opportunity ($360,000), on a non-prorated basis, which will be paid no later than April 15, 2027, and will receive a sign-on bonus of $100,000, to be paid within 30 days of May 18, 2026.
Subject to the terms of the Plan (as amended by the Amendment) and the entry by the Company and Ms. Parra into customary grant agreements, the Company will grant Ms. Parra one or more incentive equity awards with an aggregate grant date value of $2.5 million, 50% of which will be granted in the form of time-based restricted stock units (“RSUs”) and 50% in the form of performance share units (“PSUs”). The RSUs will vest in equal installments on the 12-, 24-, and 36-month anniversaries of May 18, 2026, subject to Ms. Parra’s continued service with the Company on each vesting date. The PSUs will vest, if at all, in the first quarter of 2029, following the Human Capital Management Committee’s determination of the applicable performance results (which have not yet been established) for each applicable individual performance period from January 1, 2026, through December 31, 2028, subject to Ms. Parra’s continued employment through such vesting date.
Pursuant to the Offer Letter, Ms. Parra will be a participant in the Severance Plan and will be entitled to severance payments upon severance eligible terminations as set forth therein (and described above). Ms. Parra has agreed to certain restrictive covenants during the term of her employment and for specified periods following a termination from employment, including but not limited to, a 12-month post-termination non-solicit of employees, a perpetual non-disparagement obligation, a perpetual confidentiality obligation, and invention assignment provisions. Ms. Parra has also entered into an indemnification agreement with the Company in the form executed with other executives of the Company.
We have included the foregoing summary description of the Offer Letter to provide certain information regarding its terms, and such is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.3 and incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 7.01 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Amendment to Xponential Fitness, Inc., Omnibus Incentive Plan† | |
| 10.2 | Xponential Fitness, Inc., Executive Severance Plan† | |
| 10.3 | Offer Letter, dated as of May 5, 2026, between the Company and Danielle Porto Parra† | |
| 99.1 | Press Release dated May 18, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| † | Denotes a management contract or compensatory plan, contract, or arrangement. |
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.
| Date: May 18, 2026 | XPONENTIAL FITNESS, INC. | |||||
| By: | /s/ Gavin O’Connor | |||||
| Name | Gavin O’Connor | |||||
| Title | Chief Legal Counsel, Chief Administrative Officer and Secretary | |||||
Exhibit 99.1
Xponential Fitness, Inc. Announces Appointment of Danielle Porto Parra as President
IRVINE, Calif., May 18, 2026 – Xponential Fitness, Inc. (NYSE: XPOF) (“Xponential” or the “Company”), one of the leading global franchisors of boutique health and wellness brands, announced today that its Board of Directors has appointed Danielle Porto Parra as President, effective immediately.
Danielle is a seasoned operational leader with over 20 years of experience building and scaling high-performing brands. She brings deep expertise across marketing, operations, product development, and digital, with a proven ability to drive profitable growth, enhance operating performance, and strengthen brand relevance.
Her leadership experience spans Fortune 100 companies, private equity-backed organizations, franchise systems, and entrepreneurial high-growth businesses. Most recently, Danielle served as President Chief Brand Officer of McAlister’s Deli. Prior to that, she led Marketing & Culinary Innovation at GoTo Foods, across seven brands including Cinnabon, Auntie Anne’s and Jamba. She also has held C-level and executive roles at Pep Boys, Build.com, Caesars Entertainment and Petco. Danielle earned business and advertising degrees from the University of Georgia.
“On behalf of the Board, I am excited to announce Danielle’s appointment as Xponential continues to execute against its strategic priorities,” said Mr. Nuzzo, Chief Executive Officer, Director of Xponential Fitness. “Danielle brings deep expertise across both franchised and company-operated models, with a proven track record of improving unit-level economics, aligning operators, and enhancing the customer experience. Her ability to combine strategic vision with operational discipline positions her well to help us continue to build a best-in-class partnership with our franchisees. The Board is confident in her leadership and strategic perspective, and I look forward to working closely with her as we advance our mission.”
“I’m honored to join Xponential and our franchisees in our mission to improve health and wellness in everyday life,” said Ms. Parra, President of Xponential Fitness. “At the core of my leadership approach is a commitment to driving long-term success for our franchisees, when they succeed, our brands and the communities we serve thrive alongside them.”
About Xponential Fitness, Inc.
Xponential Fitness, Inc. (NYSE: XPOF) is one of the leading global franchisors of boutique health and wellness brands. Through its mission to deliver the talents, assets, and capabilities necessary for successful franchise growth, the Company operates a diversified platform of five brands spanning modalities including Pilates, barre, stretching, strength training, and yoga. In partnership with its franchisees, and master franchisees, Xponential offers energetic, accessible,
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and personalized workout experiences led by highly qualified instructors in studio locations throughout the U.S. and internationally, with franchise, master franchise and international expansion agreements in 49 U.S. states, Puerto Rico, and 28 additional countries. Xponential’s portfolio of brands includes Club Pilates, the largest Pilates brand in the United States; StretchLab, a concept offering one-on-one and group stretching services; YogaSix, the largest franchised yoga brand in the United States; Pure Barre, a total body workout that uses the ballet barre to perform small isometric movements, and the largest barre brand in the United States; and BFT, a functional training and strength-based program. For more information, please visit the Company’s website at xponential.com.
Forward-Looking Statements
This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management’s judgment, beliefs, current trends, and anticipated financial performance. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to: franchisees’ ability to generate sufficient revenues; our ability to anticipate and satisfy consumer preferences; risks related to loss of reputation and brand awareness; our ability to manage changes in executive leadership; our ability to attract and retain key senior management and key employees; risks relating to expansion into international markets; macroeconomic conditions or economic downturns; geopolitical uncertainty, including the impact of the presidential administration in the U.S. trade policies and tariffs; general economic conditions and industry trends; and other risks as described in our SEC filings, including our Annual Report on Form 10-K for the full year ended December 31, 2025, and other periodic reports filed with the SEC. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today’s date, unless otherwise stated, and Xponential undertakes no duty to update such information, except as required under applicable law.
Contact:
Addo Investor Relations
investor@xponential.com
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