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  4. [Form 4] Xponential Fitness, Inc. Insider Trading Activity

Voss group (NYSE: XPOF) adds 200K Xponential Fitness shares

Filing Impact
(Very High)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

Xponential Fitness, Inc. reported that investment funds affiliated with Voss Capital made open-market purchases of its Class A common stock. On May 19–20, 2026, Voss Value Master Fund and Voss Value-Oriented Special Situations Fund together bought 200,005 shares in multiple transactions. Reported purchase prices ranged from about $4.64 to $5.50 per share. After these trades, Voss Value Master Fund held 924,334 shares and Voss Value-Oriented Special Situations Fund held 184,324 shares, each as indirect holdings for the reporting group that is disclosed as beneficially owning over 10% of Xponential’s common stock.

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 null | null | null | null | null
Bought 200,005 shs ($964K)
Type Security Shares Price Value
Purchase Class A common stock, par value $0.0001 per share 12,074 $5.499 $66K
Purchase Class A common stock, par value $0.0001 per share 12,073 $5.499 $66K
Purchase Class A common stock, par value $0.0001 per share 5,002 $5.499 $28K
Purchase Class A common stock, par value $0.0001 per share 23,599 $4.6421 $110K
Purchase Class A common stock, par value $0.0001 per share 23,599 $4.6421 $110K
Purchase Class A common stock, par value $0.0001 per share 26,656 $4.6985 $125K
Purchase Class A common stock, par value $0.0001 per share 26,656 $4.6985 $125K
Purchase Class A common stock, par value $0.0001 per share 4,720 $4.8273 $23K
Purchase Class A common stock, par value $0.0001 per share 4,720 $4.8273 $23K
Purchase Class A common stock, par value $0.0001 per share 24 $4.83 $115.92
Purchase Class A common stock, par value $0.0001 per share 23 $4.83 $111.09
Purchase Class A common stock, par value $0.0001 per share 3,969 $4.7664 $19K
Purchase Class A common stock, par value $0.0001 per share 3,969 $4.7664 $19K
Purchase Class A common stock, par value $0.0001 per share 11,800 $4.7658 $56K
Purchase Class A common stock, par value $0.0001 per share 11,799 $4.7658 $56K
Purchase Class A common stock, par value $0.0001 per share 9,778 $4.6421 $45K
Purchase Class A common stock, par value $0.0001 per share 11,044 $4.6985 $52K
Purchase Class A common stock, par value $0.0001 per share 1,956 $4.8273 $9K
Purchase Class A common stock, par value $0.0001 per share 10 $4.83 $48.30
Purchase Class A common stock, par value $0.0001 per share 1,645 $4.7664 $8K
Purchase Class A common stock, par value $0.0001 per share 4,889 $4.7658 $23K
Holdings After Transaction: Class A common stock, par value $0.0001 per share — 912,261 shares (Indirect, By: Voss Value Master Fund, L.P.)
Footnotes (1)
  1. This Form 4 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. 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. 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.
Shares purchased 200,005 shares Total open-market buys reported for May 19–20, 2026
Number of buy transactions 21 trades Aggregate count of purchases in the period
Price range $4.6421–$5.4990 per share Lowest and highest reported purchase prices
Voss Value Master Fund holdings 924,334 shares Shares held after the reported transactions
Voss Special Situations holdings 184,324 shares Shares held after the reported transactions
Net buy direction net-buy of 200,005 shares Form 4 transaction summary for the reporting group
open-market purchase financial
"transaction_action: open-market purchase"
An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.
beneficially owns over 10% regulatory
"that collectively beneficially owns over 10% of the Issuer's outstanding shares"
Section 13(d) regulatory
"a group for purposes of Section 13(d) of the Securities Exchange Act"
pecuniary interest financial
"disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest"
beneficial ownership regulatory
"may be deemed to beneficially own the securities owned directly by Voss Value Master Fund"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Voss Capital, LP
(Last)(First)(Middle)
3773 RICHMOND AVENUE
SUITE 500
(Street)
HOUSTON TEXAS 77046
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Xponential Fitness, Inc. [ XPOF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A common stock, par value $0.0001 per share(1)05/19/2026P23,599A$4.6421782,252IBy: Voss Value Master Fund, L.P.(2)
Class A common stock, par value $0.0001 per share(1)05/19/2026P23,599A$4.6421805,851IBy: Voss Value Master Fund, L.P.(2)
Class A common stock, par value $0.0001 per share(1)05/19/2026P26,656A$4.6985832,507IBy: Voss Value Master Fund, L.P.(2)
Class A common stock, par value $0.0001 per share(1)05/19/2026P26,656A$4.6985859,163IBy: Voss Value Master Fund, L.P.(2)
Class A common stock, par value $0.0001 per share(1)05/19/2026P4,720A$4.8273863,883IBy: Voss Value Master Fund, L.P.(2)
Class A common stock, par value $0.0001 per share(1)05/19/2026P4,720A$4.8273868,603IBy: Voss Value Master Fund, L.P.(2)
Class A common stock, par value $0.0001 per share(1)05/19/2026P24A$4.83868,627IBy: Voss Value Master Fund, L.P.(2)
Class A common stock, par value $0.0001 per share(1)05/19/2026P23A$4.83868,650IBy: Voss Value Master Fund, L.P.(2)
Class A common stock, par value $0.0001 per share(1)05/19/2026P3,969A$4.7664872,619IBy: Voss Value Master Fund, L.P.(2)
Class A common stock, par value $0.0001 per share(1)05/19/2026P3,969A$4.7664876,588IBy: Voss Value Master Fund, L.P.(2)
Class A common stock, par value $0.0001 per share(1)05/19/2026P11,800A$4.7658888,388IBy: Voss Value Master Fund, L.P.(2)
Class A common stock, par value $0.0001 per share(1)05/19/2026P11,799A$4.7658900,187IBy: Voss Value Master Fund, L.P.(2)
Class A common stock, par value $0.0001 per share(1)05/20/2026P12,074A$5.499912,261IBy: Voss Value Master Fund, L.P.(2)
Class A common stock, par value $0.0001 per share(1)05/20/2026P12,073A$5.499924,334IBy: Voss Value Master Fund, L.P.(2)
Class A common stock, par value $0.0001 per share(1)05/19/2026P9,778A$4.6421159,778IBy: Voss Value-Oriented Special Situations Fund, L.P.(3)
Class A common stock, par value $0.0001 per share(1)05/19/2026P11,044A$4.6985170,822IBy: Voss Value-Oriented Special Situations Fund, L.P.(3)
Class A common stock, par value $0.0001 per share(1)05/19/2026P1,956A$4.8273172,778IBy: Voss Value-Oriented Special Situations Fund, L.P.(3)
Class A common stock, par value $0.0001 per share(1)05/19/2026P10A$4.83172,788IBy: Voss Value-Oriented Special Situations Fund, L.P.(3)
Class A common stock, par value $0.0001 per share(1)05/19/2026P1,645A$4.7664174,433IBy: Voss Value-Oriented Special Situations Fund, L.P.(3)
Class A common stock, par value $0.0001 per share(1)05/19/2026P4,889A$4.7658179,322IBy: Voss Value-Oriented Special Situations Fund, L.P.(3)
Class A common stock, par value $0.0001 per share(1)05/20/2026P5,002A$5.499184,324IBy: Voss Value-Oriented Special Situations Fund, L.P.(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Voss Capital, LP
(Last)(First)(Middle)
3773 RICHMOND AVENUE
SUITE 500
(Street)
HOUSTON TEXAS 77046
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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 500
(Street)
HOUSTON TEXAS 77046
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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 500
(Street)
HOUSTON TEXAS 77046
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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 500
(Street)
HOUSTON TEXAS 77046
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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 500
(Street)
HOUSTON TEXAS 77046
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. This Form 4 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 Member05/21/2026
Voss Value Master Fund, LP; By: Voss Advisors GP, LLC; By: /s/ Travis W. Cocke, Managing Member05/21/2026
Voss Value-Oriented Special Situations Fund, LP; By: Voss Advisors GP, LLC; By: /s/ Travis W. Cocke, Managing Member05/21/2026
Voss Advisors GP, LLC; By: /s/ Travis W. Cocke, Managing Member05/21/2026
/s/ Travis W. Cocke05/21/2026
** Signature of Reporting PersonDate
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 4 (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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Voss funds report in Xponential Fitness (XPOF)?

Investment funds affiliated with Voss Capital reported buying Xponential Fitness (XPOF) Class A common stock. Across multiple open-market trades on May 19–20, 2026, the funds acquired 200,005 shares, increasing their already significant ownership stake disclosed as above 10%.

How many Xponential Fitness (XPOF) shares did the Voss group buy and at what prices?

The Voss reporting group bought 200,005 Xponential Fitness (XPOF) shares in total. Transactions occurred at prices ranging from about $4.64 to $5.50 per share, all described as open-market purchases of Class A common stock, par value $0.0001 per share.

Which Voss entities now hold Xponential Fitness (XPOF) shares and how many?

After the reported trades, Voss Value Master Fund, LP held 924,334 Xponential Fitness (XPOF) shares, while Voss Value-Oriented Special Situations Fund, LP held 184,324 shares. These positions are reported as indirect holdings within a group that beneficially owns over 10% of the issuer.

Are the Voss entities considered major shareholders of Xponential Fitness (XPOF)?

Yes. The filing states the Voss entities and Travis W. Cocke form a group that collectively beneficially owns over 10% of Xponential Fitness (XPOF) common stock. Each reporting person, however, disclaims beneficial ownership beyond their pecuniary interest in the securities reported.

Were the Xponential Fitness (XPOF) insider trades open-market purchases?

All reported Xponential Fitness (XPOF) transactions are coded as “P” and described as purchases in open-market or private transactions. The filing characterizes them as open-market purchases of Class A common stock by the Voss investment funds on May 19 and May 20, 2026.