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  4. [Form 3] Xponential Fitness, Inc. Initial Statement of Beneficial Ownership

XPOF Form 3 shows Voss affiliates’ indirect stakes; >10% group

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Xponential Fitness (XPOF) received a Form 3 from affiliates of Voss Capital and Travis W. Cocke, filed jointly as reporting persons. The filing identifies Mr. Cocke as a director.

The statement reports indirect beneficial ownership of Class A common stock: 758,653 shares by Voss Value Master Fund and 150,000 shares by Voss Value‑Oriented Special Situations Fund. The group states it collectively beneficially owns over 10% of outstanding shares and disclaims beneficial ownership beyond pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Voss Capital, LP, Voss Value Master Fund, LP, Voss Value-Oriented Special Situations Fund, LP, Voss Advisors GP, LLC, Cocke Travis W.
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
holding Class A common stock, par value $0.0001 per share -- -- --
holding Class A common stock, par value $0.0001 per share -- -- --
Holdings After Transaction: Class A common stock, par value $0.0001 per share — 758,653 shares (Indirect, By: Voss Value Master Fund, LP); Class A common stock, par value $0.0001 per share — 150,000 shares (Indirect, By: Voss Value-Oriented Special Situations Fund, LP)
Footnotes (3)
  1. F1. This Form 3 is filed jointly by Voss Value Master Fund, LP ("Voss Value Master Fund"), Voss Value-Oriented Special Situations Fund, LP ("Voss Value-Oriented Special Situations Fund"), Voss Advisors GP, LLC ("Voss GP"), Voss Capital, LP ("Voss Capital") and Travis W. Cocke (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, that collectively beneficially owns over 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
  2. F2. Securities owned directly by Voss Value Master Fund. Voss GP, as the general partner of Voss Value Master Fund, may be deemed to beneficially own the securities owned directly by Voss Value Master Fund. Voss Capital, as the investment manager of Voss Value Master Fund, may be deemed to beneficially own the securities owned directly by Voss Value Master Fund. Mr. Cocke, as the managing member of Voss Capital and Voss GP, may be deemed to beneficially own the securities owned directly by Voss Value Master Fund.
  3. F3. Securities owned directly by Voss Value-Oriented Special Situations Fund. Voss GP, as the general partner of Voss Value-Oriented Special Situations Fund, may be deemed to beneficially own the securities owned directly by Voss Value-Oriented Special Situations Fund. Voss Capital, as the investment manager of Voss Value-Oriented Special Situations Fund, may be deemed to beneficially own the securities owned directly by Voss Value-Oriented Special Situations Fund. Mr. Cocke, as the managing member of Voss Capital and Voss GP, may be deemed to beneficially own the securities owned directly by Voss Value-Oriented Special Situations Fund.

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FAQ

What did XPOF disclose in this filing?
A Form 3 initial statement of beneficial ownership by affiliates of Voss Capital and Travis W. Cocke, filed jointly.

How many XPOF shares are reported as indirectly owned?
The filing lists 758,653 shares via Voss Value Master Fund and 150,000 shares via Voss Value‑Oriented Special Situations Fund.

What is the relationship of the reporting persons to XPOF?
The form checks Director for Travis W. Cocke; the group indicates collective beneficial ownership of over 10% of outstanding shares.

Are there any derivative securities reported?
Table II shows no derivative positions listed in the excerpt provided.

When is the event date for this Form 3?
The event date is 11/07/2025.

Who are the reporting entities named?
Voss Value Master Fund, LP; Voss Value‑Oriented Special Situations Fund, LP; Voss Advisors GP, LLC; Voss Capital, LP; and Travis W. Cocke.

Do the reporting persons claim full beneficial ownership?
They disclaim beneficial ownership except to the extent of their pecuniary interest.
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Voss Capital, LP
(Last) (First) (Middle)
3773 RICHMOND AVENUE, SUITE 850
(Street)
HOUSTON TX 77046
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2025 		3. Issuer Name and Ticker or Trading Symbol
Xponential Fitness, Inc. [ XPOF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock, par value $0.0001 per share(1) 758,653 I By: Voss Value Master Fund, LP(2)
Class A common stock, par value $0.0001 per share(1) 150,000 I By: Voss Value-Oriented Special Situations Fund, LP(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Voss Capital, LP
(Last) (First) (Middle)
3773 RICHMOND AVENUE, SUITE 850
(Street)
HOUSTON TX 77046
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Voss Value Master Fund, LP
(Last) (First) (Middle)
3773 RICHMOND AVENUE, SUITE 850
(Street)
HOUSTON TX 77046
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Voss Value-Oriented Special Situations Fund, LP
(Last) (First) (Middle)
3773 RICHMOND AVENUE, SUITE 850
(Street)
HOUSTON TX 77046
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Voss Advisors GP, LLC
(Last) (First) (Middle)
3773 RICHMOND AVENUE, SUITE 850
(Street)
HOUSTON TX 77046
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cocke Travis W.
(Last) (First) (Middle)
3773 RICHMOND AVENUE, SUITE 850
(Street)
HOUSTON TX 77046
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This Form 3 is filed jointly by Voss Value Master Fund, LP ("Voss Value Master Fund"), Voss Value-Oriented Special Situations Fund, LP ("Voss Value-Oriented Special Situations Fund"), Voss Advisors GP, LLC ("Voss GP"), Voss Capital, LP ("Voss Capital") and Travis W. Cocke (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, that collectively beneficially owns over 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2. Securities owned directly by Voss Value Master Fund. Voss GP, as the general partner of Voss Value Master Fund, may be deemed to beneficially own the securities owned directly by Voss Value Master Fund. Voss Capital, as the investment manager of Voss Value Master Fund, may be deemed to beneficially own the securities owned directly by Voss Value Master Fund. Mr. Cocke, as the managing member of Voss Capital and Voss GP, may be deemed to beneficially own the securities owned directly by Voss Value Master Fund.
3. Securities owned directly by Voss Value-Oriented Special Situations Fund. Voss GP, as the general partner of Voss Value-Oriented Special Situations Fund, may be deemed to beneficially own the securities owned directly by Voss Value-Oriented Special Situations Fund. Voss Capital, as the investment manager of Voss Value-Oriented Special Situations Fund, may be deemed to beneficially own the securities owned directly by Voss Value-Oriented Special Situations Fund. Mr. Cocke, as the managing member of Voss Capital and Voss GP, may be deemed to beneficially own the securities owned directly by Voss Value-Oriented Special Situations Fund.
Voss Capital, LP; By: /s/ Travis W. Cocke, Managing Member 11/12/2025
Voss Value Master Fund, LP; By: Voss Advisors GP, LLC; By: /s/ Travis W. Cocke, Managing Member 11/12/2025
Voss Value-Oriented Special Situations Fund, LP; By: Voss Advisors GP, LLC; By: /s/ Travis W. Cocke, Managing Member 11/12/2025
Voss Advisors GP, LLC; By: /s/ Travis W. Cocke, Managing Member 11/12/2025
/s/ Travis W. Cocke 11/12/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR