Every 8-K that Xponential Fitness, Inc. (XPOF) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow XPOF and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full XPOF filings page.
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 reported Q2 2026 total revenue of $66.0 million, down 13% from Q2 2025, as fewer equipment installations and a shift to an outsourced retail model sharply reduced equipment and merchandise sales. Franchise revenue was $44.0 million, down 3% year-over-year, while other service and marketing fund revenues also declined.
Selling, general and administrative expenses rose 33% to $32.0 million, mainly from higher legal costs, and marketing fund expense increased 29% to $11.4 million. Operating income fell to $9.5 million, and the company recorded a net loss of $4.8 million, versus net income of $1.3 million a year earlier. Adjusted net income was $0.8 million (down from $14.5 million), and Adjusted EBITDA declined 22% to $21.9 million.
As of June 30, 2026, Xponential held about $25.0 million in cash, cash equivalents and restricted cash against $522.4 million of total long-term debt, and used $25.7 million of net cash in operating activities in Q2. Management noted results were below expectations and is revising its full-year 2026 outlook while emphasizing long-term studio growth, digital initiatives and franchisee support.
Xponential Fitness, Inc. reported the results of its 2026 annual stockholder meeting. Stockholders elected two Class II directors, Rachel H. Lee and Lily Yang, to the Board of Directors. Lee received 30,553,443 votes for and Yang received 29,922,367 votes for, with additional withheld and broker non-vote totals reported.
Stockholders also approved the ratification of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The auditor ratification passed with 36,603,990 votes for, 1,817,558 against, and 53,261 abstentions.
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.
Xponential Fitness, Inc. reported a leadership change as Chief Operating Officer Timothy Weiderhoft has separated from the company effective May 13, 2026. The update is disclosed under the item covering departures and appointments of directors and executive officers, and no additional changes or compensatory details are described in the excerpt.
Xponential Fitness, Inc. reported first quarter 2026 revenue of $60.7 million, down 21% from the prior year, as strategic brand divestitures, fewer equipment installations, and a shift to an outsourced merchandise model reduced reported sales.
Franchise revenue fell 6%, equipment revenue 61%, and merchandise revenue 90%, while marketing fund revenue and other service revenue also declined. Despite this, selling, general and administrative expenses dropped 34%, narrowing the net loss to $0.8 million or $0.02 per share. Adjusted EBITDA was $20.4 million, down 25% year-over-year, and the company ended March 31, 2026 with $21.5 million in cash and $523.7 million in long-term debt, while reiterating its full-year 2026 outlook.
Xponential Fitness, Inc. announced that its Board of Directors has begun a review of strategic alternatives to maximize shareholder value, potentially including a sale, merger or other strategic or financial transaction. The Board’s independent directors will lead the process, with Jefferies LLC engaged as financial advisor.
Separately, three directors — Jair Clarke, Chelsea A. Grayson and Bruce Haase — resigned effective April 1, 2026, and Nicole Parent Haughey was appointed as an independent director effective April 6, 2026. The Board size was reduced from seven to five members and its key committees are now composed solely of three independent directors each.
Ms. Parent Haughey will receive an annual cash retainer of $80,000, an annual RSU award valued at $110,000, and additional annual cash fees of $12,000, $8,000 and $10,000 for service on the Audit, Nominating and Corporate Governance, and Human Capital Management Committees.
Xponential Fitness, Inc. announced a Chief Financial Officer transition while reaffirming its full-year 2026 financial guidance. John Meloun has separated from the Company effective March 9, 2026, and Robert K. Julian will serve as interim Chief Financial Officer beginning March 16, 2026.
Julian brings more than 30 years of financial leadership experience at several public consumer and media companies, including prior CFO roles at TheRealReal, Callaway Golf, Sportsman’s Warehouse and Deluxe Entertainment Services Group. Xponential has engaged a leading search firm to identify a permanent CFO.
Under a planned consulting agreement, the Company has agreed to pay Julian monthly cash compensation of $50,000, prorated to $25,000 for March 2026, an end-of-assignment bonus equal to the total monthly cash compensation he receives, and a $6,000 monthly cash allowance for living expenses.
Xponential Fitness reported another net loss for Q4 and full year 2025 while moving to resolve major regulatory and legal matters. Q4 2025 revenue was $83.0 million, essentially flat year over year, with a net loss of $45.6 million and Adjusted EBITDA of $22.9 million, down from $30.8 million.
For 2025, revenue slipped 2% to $314.9 million and net loss narrowed to $53.7 million from $98.7 million, while Adjusted EBITDA declined to $111.8 million. As of December 31, 2025, the company held $45.9 million in cash and $525 million in long-term debt. The FTC staff indicated it will recommend a stipulated consent agreement under which Xponential, without admitting liability, agreed to pay $17.0 million over 12 months, and the company finalized a separate $22.75 million settlement with over 500 franchisees to be paid over 35 months.
Management highlighted a focus on organic growth and member experience in 2026, noting that intentional investments may limit near-term Adjusted EBITDA. The company also disclosed that prior 2024 financial information has been corrected, with details to be provided in its upcoming Form 10-K.
Xponential Fitness, Inc. entered into a new Credit Agreement under which lenders provided a $525 million Closing Date Term Loan and $25 million in revolving commitments to its subsidiary borrower. Part of the term loan proceeds were used on December 8, 2025 to refinance approximately $369.2 million of existing loans, pay an exit fee of about $7.2 million and a make-whole premium of about $10.4 million, and fund a preferred stock repurchase and transaction expenses.
Through a privately negotiated agreement, the company agreed to pay approximately $127.0 million in cash plus about $1.4 million of accrued and unpaid dividends to repurchase 114,660 shares of its 6.50% Series A and Series A‑1 Convertible Preferred Stock, leaving no preferred shares outstanding. The new term loans and revolving loans bear interest at a rate based on Term SOFR or a base rate plus a leverage-based margin, include leverage and other covenants, are guaranteed and secured by first-priority liens on substantially all loan party assets, and mature or terminate five years after the closing date.
Xponential Fitness (XPOF) announced leadership changes, appointing Gavin M. O’Connor as Chief Legal Officer & Administrative Officer, effective November 14, 2025. He replaces Andrew Hagopian, who separated from the company as of November 10, 2025.
The company expects to enter into a separation agreement with Mr. Hagopian documenting any applicable payments or benefits and plans to file any such agreement as an exhibit in a subsequent public filing. O’Connor brings prior experience from European Wax Center, American Eagle Outfitters, and GNC, with earlier practice at McGuireWoods LLP.
A press release detailing these changes was furnished as Exhibit 99.1.
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).
Xponential Fitness, Inc. reported that it has divested its Lindora brand to Next Health Management Group, Inc. The company disclosed this corporate action in a current report and noted that additional details are provided in a related press release.
The press release describing the Lindora divestiture is included as Exhibit 99.1 to the report. This transaction represents a strategic step in reshaping Xponential Fitness’s brand portfolio, although specific financial terms are not described in the provided excerpt.
Xponential Fitness, Inc. reported that, effective September 5, 2025, John Kawaja, who served as President of North America, has separated from the company. This means a senior leadership role overseeing the North American business is now vacant and may be filled or restructured over time. The filing does not provide additional details about the circumstances of his departure or any related succession plans.
Xponential Fitness, Inc. expanded its Board of Directors from six to seven members and appointed Rachel Lee as a Class I Director and member of the Nominating and Corporate Governance Committee.
Lee brings experience from private equity and multiple public company boards. As a director, she will receive an annual cash retainer of $80,000, an annual RSU award valued at $110,000, and an additional annual cash fee of $8,000 for her committee service.
Xponential Fitness, Inc. (NYSE: XPOF) disclosed an Entry into a Material Definitive Agreement in its Form 8-K filed on 3 July 2025. The company’s main operating subsidiary, Xponential Fitness LLC, executed a five-year Retail Supply Agreement with California-based Fit Commerce (FC), effective 1 December 2025 and running through 30 November 2030.
Scope & Exclusivity
• FC becomes the exclusive manufacturer and distributor of all pre-approved retail products sold by Xponential franchisees in the U.S. and Canada and receives worldwide exclusivity to produce items bearing Xponential’s trademarks, subject to limited exceptions.
• Thirty Three Threads (33T) remains the exclusive sock supplier under a carve-out from the prior agreement.
Economic Terms
• FC will pay Xponential domestic, foreign and direct-to-consumer commissions tied to product sales.
• A minimum aggregate domestic commission of US$50 million must be paid over the five contract years (prorated for any partial year), delivering predictable, recurring cash inflows to the franchisor.
• FC must secure a specified level of equity, ABL facilities and vendor inventory financing; failure to fully fund this capital by 31 Oct 2025 renders the agreement null and void, reverting both parties to their earlier contracts.
Operational Responsibilities
FC will handle end-to-end functions, including merchandising strategy, product design, inventory and vendor management, logistics, e-commerce site operation for each franchise brand, marketing, franchisee support and business reporting.
Other Provisions
• Standard reps & warranties, confidentiality, insurance and indemnification covenants apply.
• Certain confidential terms and exhibits have been omitted pursuant to Regulation S-K rules.
Investor Takeaway: The deal locks in at least $50 million of commission revenue over five years and outsources a complex, capital-intensive retail supply chain to a specialized partner. However, the benefits are contingent on FC obtaining adequate financing by 31 Oct 2025, and the exclusivity structure concentrates operational risk with a single vendor.