Xponential Fitness, Inc. filings document the public-company disclosures of a boutique fitness franchisor with Class A common stock listed on the New York Stock Exchange under XPOF. Its Form 8-K reports cover operating and financial results, furnished earnings releases, material agreements, leadership changes, board composition updates and credit arrangements involving company subsidiaries.
Proxy materials describe annual meeting matters, director elections, board committees, stockholder voting procedures, executive compensation and governance practices. The filing record also identifies Xponential as an emerging growth company and provides capital-structure disclosures tied to its common stock, financing agreements and material-event reporting.
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.
Yang Tseli Lily reported acquisition or exercise transactions in this Form 4 filing.
Xponential Fitness, Inc. director Yang Tseli Lily received an award of 4,276 shares of Class A common stock in the form of restricted stock units for service on the board of directors. The RSUs are fully vested and were granted at no cash cost per share. Following this grant, she directly holds 25,834 shares of Class A common stock.
Grabowski Mark reported acquisition or exercise transactions in this Form 4 filing.
Xponential Fitness, Inc. director and 10% owner Mark Grabowski received a grant of 5,772 deferred stock units (DSUs) of Class A Common Stock on April 1, 2026 for board service. The DSUs were granted at $0.00 per unit and are immediately vested, bringing his directly held Class A stake to 68,087 shares.
He also reports large indirect interests through H&W Investco LP and H&W Investco II LP, including 6,101,697 LLC Units in Xponential Holdings LLC that are economically linked to the same number of Class A shares, plus 5,612,062 indirectly held Class A shares. The LLC Units are fully vested, do not expire, and can be redeemed for Class A shares or cash equal to the volume weighted average market price.
Lee Rachel H. reported acquisition or exercise transactions in this Form 4 filing.
Xponential Fitness director Rachel H. Lee received an equity award of 3,763 shares of Class A common stock in the form of restricted stock units (RSUs). The award was granted for her services on the company’s board of directors, and the RSUs are fully vested.
Following this grant, she directly holds 19,685 shares of Class A common stock.
HAASE BRUCE N reported acquisition or exercise transactions in this Form 4 filing.
Xponential Fitness, Inc. director Bruce N. Haase received an equity grant of 4,789 shares of Class A Common Stock on April 1, 2026. The shares are subject to restricted stock units (RSUs) awarded for his services on the board of directors and are fully vested, meaning they are no longer subject to additional service-based conditions. Following this grant, Haase directly holds a total of 107,648 shares of Class A Common Stock.
Xponential Fitness, Inc. disclosed the initial equity holdings of its Interim CFO, Julian Robert K. in a Form 3. The filing reports that he held 0 shares of Class A Common Stock as of March 16, 2026, with no derivative securities listed.
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, Inc. Chief Financial Officer John P. Meloun reported a tax-related share disposition. On the vesting of restricted stock units, 29,738 shares of Class A common stock were withheld at $5.53 per share to cover tax obligations in a mandatory, non-discretionary transaction. After this, he holds 326,026 Class A shares, plus 185,904 LLC Units in Xponential Holdings LLC and 185,904 shares of Class B common stock, which remain fully vested and redeemable into Class A common stock.
Nuzzo Michael reported acquisition or exercise transactions in this Form 4 filing.
Xponential Fitness, Inc. Chief Executive Officer Michael Nuzzo reported an equity award of 468,755 shares of Class A common stock in the form of restricted stock units (RSUs). The RSUs were granted at a price of $0.0000 per share and increase his directly held stake to 901,493 shares.
The RSUs will vest in three equal installments, with 33.33% of the shares vesting on each of the first, second, and third anniversaries of the grant date. Each vesting event is conditioned on Mr. Nuzzo’s continued employment through the applicable vesting date.
Meloun John P reported acquisition or exercise transactions in this Form 4 filing.
Xponential Fitness, Inc. Chief Financial Officer John P. Meloun reported an equity award of 105,001 shares of Class A common stock in the form of restricted stock units. These RSUs vest in three equal 33.33% installments on each of the first three anniversaries of the March 3, 2026 grant date, conditioned on his continued employment. The filing also updates his direct holdings of vested LLC Units and Class B common stock, which are redeemable or paired with Class A common stock under the issuer’s structure.