STOCK TITAN

Xponential Fitness hires Jennifer Ryu as CFO

Xponential Fitness appoints a new permanent CFO with a multi-part compensation package while its review of strategic alternatives remains in progress.

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Effective date as CFO October 19, 2026 Date Jennifer Ryu becomes Chief Financial Officer
Annual base salary $550,000 Initial annual base salary for Jennifer Ryu under the offer letter
Target annual cash bonus 60% of base salary Target bonus opportunity tied to company and personal performance goals
Guaranteed 2027 cash bonus $250,000 Guaranteed bonus for 2027, payable in March 2028
Sign-on bonus $150,000 One-time sign-on bonus payable within 30 days of start date
Equity grant value $1.7 million Aggregate value of new hire and annual recurring RSU and PSU awards
CFO experience More than 25 years Ryu’s experience in finance, M&A, accounting and strategic execution
performance share units financial
"50% in the form of performance share units"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
restricted stock units financial
"50% of which will be granted in the form of time-based restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Executive Severance Plan financial
"Ms. Ryu will be a participant in the Executive Severance Plan of the Company"
strategic alternatives financial
"the Board of Directors of the Company has initiated a review of strategic alternatives"
Strategic alternatives are different options a company considers to improve its value or achieve its goals, such as selling the business, merging with another company, or restructuring operations. For investors, understanding these options is important because they can significantly impact the company's future direction and its stock value, often signaling potential changes or opportunities.
forward-Looking statements regulatory
"This press release contains forward-Looking statements that are based on current expectations"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What leadership change did XPOF announce regarding its finance organization?

Xponential Fitness appointed Jennifer Ryu as Chief Financial Officer, effective October 19, 2026, succeeding Robert Julian, who has served as interim CFO since March 2026 and will remain as a consultant to support a smooth transition.

What is the new CFO’s compensation structure at XPOF?

Jennifer Ryu will receive an annual base salary of $550,000, a target annual cash bonus equal to 60% of base salary, a $250,000 guaranteed 2027 bonus, a $150,000 sign-on bonus, and equity grants totaling $1.7 million split between RSUs and performance share units.

What prior experience does XPOF’s new CFO, Jennifer Ryu, have?

Jennifer Ryu has over 25 years of experience, including serving as Executive Vice President and CFO of Resources Connection Inc. since 2019, prior roles at Young’s Holdings and Kaiser Aluminum Corporation, and an early career in public accounting at Deloitte.

Is Xponential Fitness (XPOF) conducting a strategic review?

Yes. The Board of Directors’ independent directors have initiated a review of strategic alternatives to maximize shareholder value. This review is ongoing and is being led by the independent directors with Jefferies acting as financial advisor.

What equity awards will XPOF grant to its new CFO?

Xponential will provide a new hire and annual recurring equity grant with an aggregate value of $1.7 million, composed of 50% time-based restricted stock units and 50% performance share units, aligning a portion of compensation with service and performance conditions.

Does the new CFO at XPOF receive severance protection?

Yes. Jennifer Ryu will participate in the Company’s Executive Severance Plan and will be entitled to severance payments upon severance-eligible terminations as set forth in that plan, and she has also entered into an indemnification agreement with the Company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
false 0001802156 0001802156 2026-09-01 2026-09-01
 
 

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): September 1, 2026

 

 

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 executive offices) (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:

 

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 the 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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 8, 2026, Xponential Fitness, Inc. (the “Company”) announced the appointment of Jennifer Ryu as the Chief Financial Officer of the Company, effective as of October 19, 2026. Ms. Ryu succeeds Robert Julian, who has served as interim Chief Financial Officer of the Company since March 2026.

Ms. Ryu, age 51, brings more than 25 years of experience in finance, merger and acquisition (“M&A”), accounting, margin improvement and strategic execution at both public and private companies. Since 2019, she has served as Executive Vice President and Chief Financial Officer of Resources Connection Inc., a publicly traded global professional services firm, where she led finance, accounting, investor relations and M&A initiatives, including efforts to modernize the company’s operating and financial infrastructure, enhance performance management and strengthen long-term profitability. From February 2014 to April 2019, Ms. Ryu served as the Chief Accounting Officer of Young’s Holdings, a holding company for wine and spirits sales and marketing companies. Her experience also includes senior finance leadership roles at Kaiser Aluminum Corporation, a publicly traded aluminum manufacturing company. Ms. Ryu began her career in public accounting at Deloitte. Ms. Ryu holds a B.A. in business economics and accounting from the University of California, Los Angeles.

In connection with the appointment of Ms. Ryu as the Chief Financial Officer of the Company, the Company entered into an offer letter with Ms. Ryu (the “Offer Letter”). Pursuant to the Offer Letter, Ms. Ryu’s initial annual base salary is $550,000, and she is eligible to participate in the Company’s annual cash bonus program, with a target bonus opportunity of 60% of her annual base salary, based on the achievement of Company and personal performance goals. Ms. Ryu is entitled to a guaranteed cash bonus of $250,000 for 2027, to be paid in March 2028, and will receive a sign-on bonus of $150,000, to be paid within 30 days of the start date. Ms. Ryu is entitled to receive a new hire and annual recurring grant with aggregate value of $1.7 million, 50% of which will be granted in the form of time-based restricted stock units and 50% in the form of performance share units. Ms. Ryu will be a participant in the Executive Severance Plan of the Company and will be entitled to severance payments upon severance eligible terminations as set forth therein.

Ms. Ryu has also entered into an indemnification agreement with the Company in the form executed with other executives of the Company.

The foregoing summary description of the Offer Letter is included to provide certain information regarding its terms and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

There are no arrangements or understandings between Ms. Ryu and any other person pursuant to which she was selected as an officer. There are no family relationships between Ms. Ryu and any director or executive officer of the Company. There are no transactions in which Ms. Ryu has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

Item 7.01.

Regulation FD Disclosure.

On September 8, 2026, the Company issued a press release announcing the appointment of Ms. Ryu as the Chief Financial Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and 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 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 in 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 and Exhibits.

(d) Exhibits.

 

10.1    Offer Letter, by and between the Company and Jennifer Ryu†
99.1    Press Release dated September 8, 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.

 

    XPONENTIAL FITNESS, INC.
Date: September 8, 2026     By:  

/s/ Gavin O’Connor

    Name   Gavin O’Connor
    Title   Chief Legal Counsel, Chief Administrative Officer and Secretary

Exhibit 99.1

Xponential Fitness, Inc. Appoints Jennifer Ryu as Chief Financial Officer

IRVINE, Calif.—(BUSINESS WIRE)—Xponential Fitness, Inc. (NYSE: XPOF) (“Xponential” or the “Company”), one of the leading global franchisors of boutique health and wellness brands, today announced the appointment of Jennifer Ryu as Chief Financial Officer, effective as of October 19, 2026, following the previously announced search process. Ms. Ryu will succeed Robert Julian, who has served as interim Chief Financial Officer since March 2026. Mr. Julian will remain a consultant to the Company to ensure a smooth transition.

Ms. Ryu brings more than 25 years of experience in finance, merger and acquisition, accounting, margin improvement and strategic execution at both public and private companies.

Since 2019, she has served as Executive Vice President and Chief Financial Officer of Resources Connection Inc., a publicly traded global professional services firm, where she has led finance, accounting, investor relations, including efforts to modernize the company’s operating and financial infrastructure, enhance performance management and strengthen long-term profitability. Her experience also includes senior finance leadership roles at Young’s Holdings and Kaiser Aluminum Corporation, a publicly traded aluminum manufacturing company. Ms. Ryu began her career in public accounting at Deloitte. Ms. Ryu holds a B.A. in business economics and accounting from the University of California, Los Angeles.

Mike Nuzzo, CEO of Xponential Fitness, Inc., said, “We are pleased to welcome Jennifer to Xponential as Chief Financial Officer. Her extensive public company experience, operational mindset, and track record across finance, capital allocation and investor relations, combined with her disciplined, data-driven approach, make her a strong addition to our leadership team.”

Mr. Nuzzo continued, “On behalf of the Board and the entire Xponential team, I thank Robert for his leadership and contributions during his time at Xponential. His experience and steady guidance over the last several months have been valuable to the Company, and we appreciate his continued support in ensuring a seamless transition.”

Ms. Ryu commented, “I am excited to join Xponential and work alongside the leadership team. Xponential has a differentiated portfolio of brands and a compelling opportunity ahead. I look forward to bringing a disciplined, operational approach to the finance function and supporting the Company’s franchisees, employees, and shareholders.”


As previously announced, the Board of Directors of the Company has initiated a review of strategic alternatives to maximize shareholder value. This review is ongoing and Led by the Company’s independent directors and supported by Jefferies as financial advisor.

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, 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 29 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 include, without Limitation, statements regarding the expected contributions of Ms. Ryu, the Company’s strategic priorities and growth prospects, and the anticipated Leadership transition. 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 proved 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.

Contacts

Addo Investor Relations

investor@xponential.com

Media Content

 

   LOGO

Filing Exhibits & Attachments

5 documents

Keep reading