Xponential Fitness Inc SEC Filings

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.

Xponential Fitness, Inc. reported that Chief Operating Officer NA Timothy Paul Weiderhoft acquired 121,876 shares of Class A common stock through a restricted stock unit (RSU) award on March 3, 2026. The award was granted at a price of $0.0000 per share and increased his directly held position to 183,619 shares.

The footnote explains that these shares are subject to RSUs granted under the company’s equity incentive plan. The RSUs vest in three equal installments of 33% on each of the first three anniversaries of the grant date, conditioned on his continued employment through each vesting date.

Xponential Fitness, Inc. reported that executive Gavin M. O'Connor acquired 93,751 shares of Class A common stock in the form of restricted stock units. These RSUs vest in three equal installments of 33.33% on each of the first three anniversaries of the grant date, subject to his continued employment. Following this grant, O'Connor directly holds 231,602 shares of Class A common stock.

Voss Capital and affiliates have disclosed an 18.2% stake in Xponential Fitness, Inc. Class A common stock. They report beneficial ownership of 6,788,653 shares out of 37,312,000 shares outstanding as of February 23, 2026, through funds, managed accounts and entities controlled by Travis W. Cocke.

The group has invested about $60.9 million across its main vehicles, using working capital and margin loans in ordinary-course open-market purchases. In a March 4, 2026 open letter to Xponential’s board, they argue the Club Pilates brand is undervalued and suggest it alone may exceed the company’s enterprise value.

The investors urge the board to retain independent financial advisors and form a committee of independent directors to explore strategic alternatives, including a potential sale of the company. They indicate they may increase or decrease their holdings, and may engage further with management, other shareholders, and potential acquirers, or consider proposals on capital allocation, corporate structure, and board composition.

Xponential Fitness, Inc. describes a large, asset-light franchise platform built around five boutique fitness brands, with 2,606 studios in North America and 491 internationally as of December 31, 2025. Franchisees were contractually committed to open 832 more studios in North America and 767 internationally.

The company reports a net loss of $53.7 million for 2025, following a $98.7 million loss in 2024, while emphasizing highly recurring revenue from royalties and fees. Management highlights a data- and technology-focused strategy, including digital content and AI initiatives, to support franchisees and members across Pilates, barre, stretching, yoga and functional training concepts.

The report notes federal and state inquiries into franchise disclosure compliance and explains that franchise sales are temporarily paused in several registration states until amended disclosure documents are cleared, which could slow license sales and future royalty growth.

Xponential Fitness reported another net loss for Q4 and full year 2025 while moving to resolve major regulatory and legal matters. Q4 2025 revenue was $83.0 million, essentially flat year over year, with a net loss of $45.6 million and Adjusted EBITDA of $22.9 million, down from $30.8 million.

For 2025, revenue slipped 2% to $314.9 million and net loss narrowed to $53.7 million from $98.7 million, while Adjusted EBITDA declined to $111.8 million. As of December 31, 2025, the company held $45.9 million in cash and $525 million in long-term debt. The FTC staff indicated it will recommend a stipulated consent agreement under which Xponential, without admitting liability, agreed to pay $17.0 million over 12 months, and the company finalized a separate $22.75 million settlement with over 500 franchisees to be paid over 35 months.

Management highlighted a focus on organic growth and member experience in 2026, noting that intentional investments may limit near-term Adjusted EBITDA. The company also disclosed that prior 2024 financial information has been corrected, with details to be provided in its upcoming Form 10-K.

Xponential Fitness, Inc. is the subject of an amended Schedule 13G/A showing that investment vehicles affiliated with MSD Partners, along with Gregg R. Lemkau and Byron D. Trott, collectively report beneficial ownership of less than 5% each of the Class A common stock.

MSD Partners reports beneficial ownership of 1,655,390 shares, representing 4.7% of the 35,169,000 Class A shares outstanding as of October 31, 2025, with only shared voting and dispositive power. Byron D. Trott reports 1,316,328 shares (3.7%), and Gregg R. Lemkau reports 339,062 shares (1.0%), also solely on a shared-control basis. The filers certify the shares were not acquired to change or influence control of Xponential Fitness.

Xponential Fitness, Inc. received an amended Schedule 13G filing showing that a group of D. E. Shaw entities and David E. Shaw together report beneficial ownership of 1,465,013 shares of Class A common stock, representing 4.2% of the class as of 12/31/2025.

The shares are held in the name of D. E. Shaw Galvanic Portfolios, L.L.C., with the other D. E. Shaw entities and David E. Shaw reporting shared voting and shared dispositive power over the same 1,465,013 shares and no sole voting or dispositive power.

The filing states that the securities were not acquired and are not held for the purpose of changing or influencing control of Xponential Fitness, and confirms that the reporting persons now hold 5 percent or less of the outstanding Class A shares.