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 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.
Xponential Fitness, Inc. received an amended ownership report from several Redwood-affiliated entities and individual investor Ruben Kliksberg regarding its Class A common stock. As of the event date of 12/31/2025, Redwood Capital Management, LLC, Redwood Capital Management Holdings, LP, Double Twins K, LLC, Redwood Master Fund, Ltd., and Ruben Kliksberg each report beneficial ownership of 0 shares, representing 0.0% of the class.
The filing confirms they have no sole or shared power to vote or dispose of any Xponential Fitness Class A shares and certifies that any securities previously held were not acquired to change or influence control of the company.
Voss Capital and its affiliates reported a significant ownership stake in Xponential Fitness, Inc. Class A common stock. As of the close of business on December 31, 2025, Voss Capital, L.P. and accounts it manages, together with related Voss entities and Travis W. Cocke, may be deemed to beneficially own 6,363,653 shares, or approximately 18.1% of the outstanding Class A shares. These percentages are based on 35,169,000 shares outstanding as of October 31, 2025, as disclosed in the company’s Form 10-Q. The filing is on a passive Schedule 13G/A basis, with the reporting persons certifying the holdings are not for the purpose of changing or influencing control of the issuer.
Xponential Fitness, Inc. insider tax withholding transaction
Xponential Fitness Chief Operating Officer Timothy Paul Weiderhoft reported a disposition of 9,739 shares of Class A common stock on 01/13/2026 at a price of $8.01 per share. After this transaction, he beneficially owned 61,743 shares directly.
According to the footnote, these shares were withheld to cover tax obligations arising from the vesting of restricted stock units granted under the company’s equity incentive plan. The filing states this “mandatory withhold to cover” did not represent a discretionary transaction by the reporting person.
Xponential Fitness director Tseli Lily Yang received additional equity compensation in the form of fully vested restricted stock units. On January 1, 2026, she acquired 3,034 shares of Xponential Fitness, Inc. Class A common stock at a price of $0 per share, reflecting a stock award rather than an open‑market purchase. The filing states that these shares represent Class A common stock issued under a restricted stock unit (RSU) award for her services on the company’s board of directors and that the RSUs are fully vested. Following this grant, Yang beneficially owns 21,558 shares of Class A common stock directly.
Xponential Fitness, Inc. director and 10% owner Mark Grabowski received 4,096 deferred stock units (DSUs) of Class A Common Stock on January 1, 2026. The DSUs were granted as compensation for his services on the board of directors, are immediately vested, and were issued at a price of $0 per share. Following this grant, he beneficially owns 62,315 shares of Class A Common Stock directly.
In addition, he reports indirect beneficial ownership of 5,612,062 shares of Class A Common Stock through H&W Investco II LP, and 6,101,697 shares of Class B Common Stock through H&W Investco LP. He also indirectly holds 6,101,697 LLC Units in Xponential Holdings LLC, each of which may be redeemed, together with the cancellation of a share of Class B Common Stock, for one share of Class A Common Stock or a cash payment based on the volume weighted average market price of a share of Class A Common Stock. These LLC Units are fully vested and do not expire.
Xponential Fitness director Rachel Lee reported an equity award in the company. On January 1, 2026, she acquired 2,731 shares of Class A common stock at $0 per share, delivered as fully vested restricted stock units for her services on the board of directors. After this grant, she beneficially owns 15,922 Class A shares directly.
Xponential Fitness director Bruce N. Haase reported an award of 3,398 shares of Class A common stock on January 1, 2026. The shares relate to a restricted stock unit grant for his services on the company’s board of directors and are fully vested, meaning they are no longer subject to vesting conditions. The award was recorded at a price of $0 per share, reflecting that it is equity compensation rather than an open-market purchase. Following this grant, Haase beneficially owns 102,859 shares of Xponential Fitness Class A common stock in direct ownership.