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. reported first quarter 2026 revenue of $60.7 million, down 21% from the prior year, as strategic brand divestitures, fewer equipment installations, and a shift to an outsourced merchandise model reduced reported sales.
Franchise revenue fell 6%, equipment revenue 61%, and merchandise revenue 90%, while marketing fund revenue and other service revenue also declined. Despite this, selling, general and administrative expenses dropped 34%, narrowing the net loss to $0.8 million or $0.02 per share. Adjusted EBITDA was $20.4 million, down 25% year-over-year, and the company ended March 31, 2026 with $21.5 million in cash and $523.7 million in long-term debt, while reiterating its full-year 2026 outlook.
Xponential Fitness, Inc. — BlackRock, Inc. reports beneficial ownership of 1,785,683 Class A shares, representing 4.8% of the class as of 03/31/2026.
The filing (Schedule 13G/A) shows BlackRock has 1,757,458 shares with sole voting power and 1,785,683 shares with sole dispositive power. The amendment is signed by Spencer Fleming on 04/27/2026.
Xponential Fitness, Inc. is asking stockholders to vote at its virtual 2026 Annual Meeting on May 20, 2026. Investors will elect two Class II directors, Rachel H. Lee and Lily Yang, and ratify Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026.
The proxy details governance practices, director independence, committee structure, and executive pay. As of March 30, 2026, 41,811,616 Class A shares and 7,303,324 Class B shares are outstanding, each carrying one vote and voting together as a single class.
Parent Haughey Nicole reported acquisition or exercise transactions in this Form 4 filing.
Xponential Fitness, Inc. director Nicole Parent Haughey reported receiving equity compensation in the form of restricted stock units tied to Class A common stock. She was granted 1,542 shares that are fully vested and 4,304 shares that will vest, subject to continued board service, on the earlier of the first anniversary of the company’s 2025 Annual Meeting of Stockholders and the date of its 2026 Annual Meeting of Stockholders. Following these awards, she holds 5,846 shares directly, and the filing reflects compensation grants rather than any open-market share purchases or sales.
Xponential Fitness, Inc. director Nicole Parent Haughey filed an initial Form 3 reporting her beneficial ownership. The filing shows she holds 0 shares of Class A Common Stock directly as of the reported date, so it is a purely administrative disclosure with no recent trading activity.
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.