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.
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 (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.
Xponential Fitness, Inc. (XPOF) director Tseli Lily Yang received 3,146 shares of Class A common stock on 10/01/2025 as the vesting of restricted stock units granted for board services. The RSUs vested fully and were issued at a price of $0, increasing the reporting person's beneficial ownership to 18,524 shares following the transaction. The Form 4 was signed on behalf of the reporting person by an attorney‑in‑fact on 10/02/2025.
The filing identifies the transaction as an acquisition tied to compensation for board service and records the reporting person as a director. No derivative or other securities were reported on this Form 4, and no additional terms (such as sale or transfer) are disclosed in the document.
Bruce N. Haase, a director of Xponential Fitness, Inc. (XPOF), acquired 3,524 shares of Class A common stock through restricted stock units (RSUs) on 10/01/2025. The RSUs were granted for board service and are reported as fully vested with a transaction price of $0. After this issuance, the reporting person beneficially owns 99,461 Class A shares in total. The Form 4 was submitted on behalf of Mr. Haase by an attorney-in-fact.