Welcome to our dedicated page for Xponential Fitness SEC filings (Ticker: XPOF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Xponential Fitness, Inc. (NYSE: XPOF) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. These documents include current reports on Form 8-K, as well as other required filings that describe material events, financing arrangements, leadership changes and brand portfolio actions affecting the franchisor of boutique health and wellness brands.
Recent 8-K filings detail several notable developments. One filing describes a new Credit Agreement that provides a $525 million term loan facility and a $25 million revolving credit facility, used in part to refinance existing debt and repurchase outstanding preferred stock. Other 8-Ks report on quarterly financial results, the use of non-GAAP measures such as Adjusted EBITDA and adjusted net income, divestitures of brands including CycleBar, Rumble and Lindora, and changes in executive leadership and board composition.
Through these filings, investors can review how Xponential Fitness structures its capital, including debt obligations and preferred equity transactions, and how it reports revenue across franchise, equipment, merchandise, marketing fund and other service categories. The filings also confirm that Xponential Fitness’ Class A common stock is registered under Section 12(b) of the Exchange Act and trades on the New York Stock Exchange under the symbol XPOF, and that the company is identified as an emerging growth company.
On Stock Titan, AI-powered tools summarize complex SEC documents, helping readers quickly identify key terms in credit agreements, the nature of material events disclosed in 8-Ks and the implications of reported transactions. This page offers a structured view of Xponential Fitness’ regulatory history, supporting deeper analysis of the company’s governance, financing and franchise-related disclosures.
Rachel H. Lee, a director of Xponential Fitness, Inc. (XPOF), was granted 9,221 restricted stock units (RSUs) on 08/25/2025. The RSUs cover Class A common stock and were reported on Form 4 filed with a signature dated 08/27/2025. The award vests subject to continued service on the earlier of the first anniversary of the issuer's 2025 Annual Meeting of Stockholders and the date of the 2026 Annual Meeting of Stockholders.
The filing was submitted by an attorney-in-fact and shows the reporting person filed as a single reporting person and is identified as a director. No derivative transactions, prices other than $0 for the RSU grant, or other compensation items are disclosed in this Form 4.
Rachel H. Lee, a director of Xponential Fitness, Inc. (XPOF), reported beneficial ownership of 9,221 shares of Class A common stock on Form 3 dated 08/25/2025. The filing indicates the ownership is direct and the Form 3 was submitted by a single reporting person, signed by an attorney-in-fact on 08/27/2025.
Michael Nuzzo, Chief Executive Officer and Director of Xponential Fitness, Inc. (XPOF), received awards of restricted stock units (RSUs) totaling 432,738 shares. The Form 4 reports two RSU grants each covering 216,369 shares granted under the companys equity incentive plan on August 21, 2025.
One tranche vests 25% at each of the 12-, 24-, 30- and 36-month anniversaries of August 7, 2025, subject to continued employment. The second tranche vests in three substantially equal amounts if the companys Class A common stock closes at or above $16.00, $25.00, or $30.00 for 20 consecutive trading days during the 36 months after August 7, 2025, also subject to continued employment.
Nut Tree Capital group reports 1,125,404 Class A shares of Xponential Fitness, representing about 3.2% of outstanding Class A common stock as of June 30, 2025. The shares are held by Nut Tree Master Fund, LP, for which Nut Tree Capital Management, LP is the investment adviser; Nut Tree Capital Management GP, LLC is the general partner; and Jared R. Nussbaum is CIO and sole member of the GP. The filing discloses shared voting and dispositive power over these shares and reports no sole voting or sole dispositive power.
The disclosure states the holdings were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. Based on the issuer’s April 30, 2025 share count cited in the filing (~34.926 million shares), the position is below the 5% reporting threshold that would indicate a larger, potentially control-oriented stake.
Xponential Fitness Schedule 13G/A shows Ameriprise Financial, Inc. and affiliated Columbia advisers report shared voting and dispositive power over roughly 1.35 million shares of Class A common stock. The filing breaks out 1,354,250 shares for Ameriprise and Columbia Management and 1,352,429 shares for Columbia Wanger Asset Management.
Those positions are reported as representing 3.9% of the Class A shares and are disclosed as shared voting and shared dispositive power with no sole voting or sole dispositive power indicated. Each reporting person disclaims beneficial ownership and the filing includes exhibits identifying subsidiaries involved and a joint filing agreement.
Bruce N. Haase, a director of Xponential Fitness, Inc. (XPOF), reported the disposition of 70,000 shares of Class A common stock on 08/12/2025 at a weighted average price of $7.667 per share. Following the reported transaction, Haase is shown as directly owning 95,937 shares. The Form 4 lists the transaction code as "P" and includes a note that the reported price is a weighted average and that the reporting person will provide detailed per-price sale information on request.
The Form was signed by an attorney-in-fact on behalf of Haase. No derivative transactions were reported on this filing.
Michael Nuzzo, identified as Chief Executive Officer and Director of Xponential Fitness, Inc. (XPOF), filed an initial Section 16 Form 3 reporting his relationship to the issuer. The filing states that no securities are beneficially owned by Mr. Nuzzo. The form is the company’s initial ownership disclosure for the reporting person and was signed by an attorney‑in‑fact on the reporting form.
Xponential Fitness reported mixed first-half 2025 results: steady revenue and stronger operating profit, offset by asset impairments and a weakened equity position.
For the six months ended June 30, 2025, total revenue was $153.1 million versus $156.6 million a year earlier. Operating income improved to $24.5 million from $4.9 million, while the consolidated net loss was $1.3 million and net loss attributable to Xponential was $0.95 million. Cash and restricted cash totaled $38.7 million and net cash provided by operating activities was $8.3 million.
The balance sheet shows $399.8 million of assets, long-term debt net of current portion of $352.6 million, deferred revenue of $124.5 million and total stockholders' deficit of $313.2 million. The company recorded goodwill impairments of $5.105M (BFT) and $2.346M (Lindora) and a $3.449M trademark impairment. The credit facility was amended to extend the final maturity to August 1, 2027 and management reported covenant compliance as of June 30, 2025.
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