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.
Xponential Fitness, Inc. (XPOF) disclosed that an officer received a new equity award in the form of restricted stock units. On 11/24/2025, the reporting person acquired 137,851 shares of the company’s Class A common stock at a price of $0, reported as an award rather than an open‑market purchase. These shares are subject to vesting conditions and are held directly.
The award consists of RSUs that convert into Class A common stock over time. The RSUs are scheduled to vest in three equal installments of 33.33% each year on the anniversaries of November 14, 2025, 2026, and 2027, provided the officer remains employed through each vesting date. The reporting person’s role is identified as Chief Legal Counsel and Administrative Officer, highlighting this as part of executive equity compensation.
Xponential Fitness, Inc. (XPOF) filed an initial statement of beneficial ownership on Form 3 for an officer. The filing identifies the reporting person as an officer of the company with the title of Chief Legal Counsel and Administrative Officer.
As of the event date of 11/14/2025, the Form 3 states that the reporting person does not beneficially own any Xponential Fitness securities, either directly or indirectly. The form is filed by a single reporting person, indicating this is an individual, not joint, filing.
Xponential Fitness (XPOF) received an amended Schedule 13G showing that investment affiliates of Voss Capital report a significant passive stake. Voss Capital, L.P. and Travis W. Cocke each report beneficial ownership of 4,875,490 Class A shares, representing 13.86% of the class. Within that, Voss Capital lists 4,593,440 shares with sole voting/dispositive power and 282,050 with shared power.
Other filers include: Voss Advisors GP, LLC at 908,653 shares (2.58%), Voss Value Master Fund, L.P. at 758,653 shares (2.16%), and Voss Value‑Oriented Special Situations Fund, L.P. at 150,000 shares (0.43%). The percentages are based on 35,169,000 shares outstanding as of October 31, 2025, as disclosed in the issuer’s Form 10‑Q. The filing includes a certification that the securities were not acquired and are not held for the purpose of changing or influencing control.
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.
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) filed its Q3 2025 10‑Q, reporting net revenue of $78.824 million versus $80.530 million a year ago as equipment and merchandise sales softened. Despite lower revenue, the company posted operating income of $3.566 million compared with a loss last year, helped by lower SG&A, though it recorded impairment charges of $17.568 million.
Net loss attributable to Xponential narrowed to $4.859 million (basic and diluted EPS $(0.18)) from $12.120 million (EPS $(0.29)) a year ago. Year‑to‑date net cash provided by operating activities improved to $17.640 million from $10.901 million, and cash ended the quarter at $41.463 million. Long‑term debt was $348.947 million, contributing to total liabilities of $559.000 million against total assets of $355.304 million.
The company divested CycleBar and Rumble on July 24, 2025 and Lindora on September 19, 2025, following Row House and Stride in 2024. It also signed a Retail Supply Agreement with Fit Commerce effective December 1, 2025, which provides for domestic commissions in a minimum aggregate amount of approximately $50,000 over five years, subject to financing conditions the company is confirming.
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 (XPOF) insider update: Chief Legal Officer Andrew Hagopian reported a tax-withholding transaction coded “F” on 10/09/2025. The filing shows 26,425 shares of Class A common stock were withheld at $7.59 per share to cover taxes upon the vesting of shares subject to RSUs under the company’s equity plan. The filing notes this was a ”mandatory withhold to cover” and not a discretionary sale.
After the transaction, Hagopian beneficially owns 218,186 Class A shares directly, and 8,800 shares indirectly through the Hagopian Family Trust dated February 4, 2016.
Rachel H. Lee, a director of Xponential Fitness, Inc. (XPOF), reported a non‑derivative acquisition on 10/01/2025. The filing shows 3,970 shares of Class A common stock were acquired via restricted stock units (RSUs) granted for board service; the RSUs are stated to be fully vested and carried a reported price of $0. After the transaction, the reporting person beneficially owns 13,191 shares. The Form 4 was signed by an attorney‑in‑fact on behalf of Ms. Lee and filed on 10/02/2025. The entry lists the reporting person’s address in Irvine, California.
Mark Grabowski, a director and reported 10% owner of Xponential Fitness, Inc. (XPOF), received 4,247 shares of Class A common stock on 10/01/2025 as fully vested restricted stock units (RSUs) for board services. Following the grant he directly beneficially owns 58,219 shares of Class A common stock. Through affiliated entities, he indirectly holds 5,612,062 Class A shares and 6,101,697 Class B shares, and beneficially owns 6,101,697 underlying Class A shares via LLC units in Xponential Holdings LLC that are redeemable for Class A shares or cash. The filing was signed by an attorney-in-fact on 10/02/2025.