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.
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.
Xponential Fitness, Inc. reported that it has divested its Lindora brand to Next Health Management Group, Inc. The company disclosed this corporate action in a current report and noted that additional details are provided in a related press release.
The press release describing the Lindora divestiture is included as Exhibit 99.1 to the report. This transaction represents a strategic step in reshaping Xponential Fitness’s brand portfolio, although specific financial terms are not described in the provided excerpt.
D. E. Shaw-affiliated entities report beneficial ownership of 3,276,973 shares of Xponential Fitness Class A common stock, representing 8.9% of the outstanding class on the basis stated in the filing. The total share count used to calculate the percentage is 36,908,960, comprised of 35,097,000 outstanding Class A shares and 1,811,960 shares issuable upon conversion of convertible preferred securities.
The disclosed position reflects shared voting and dispositive power over the 3,276,973 shares across multiple D. E. Shaw entities and David E. Shaw, with no reporting person claiming sole voting or dispositive power. Several affiliated entities report zero ownership. The filing includes a joint filing agreement and powers of attorney supporting the signatures.
Xponential Fitness, Inc. reported that, effective September 5, 2025, John Kawaja, who served as President of North America, has separated from the company. This means a senior leadership role overseeing the North American business is now vacant and may be filled or restructured over time. The filing does not provide additional details about the circumstances of his departure or any related succession plans.
Rachel H. Lee, a director of Xponential Fitness, Inc. (XPOF), was granted 9,221 restricted stock units (RSUs) on 08/25/2025. The RSUs cover Class A common stock and were reported on Form 4 filed with a signature dated 08/27/2025. The award vests subject to continued service on the earlier of the first anniversary of the issuer's 2025 Annual Meeting of Stockholders and the date of the 2026 Annual Meeting of Stockholders.
The filing was submitted by an attorney-in-fact and shows the reporting person filed as a single reporting person and is identified as a director. No derivative transactions, prices other than $0 for the RSU grant, or other compensation items are disclosed in this Form 4.
Rachel H. Lee, a director of Xponential Fitness, Inc. (XPOF), reported beneficial ownership of 9,221 shares of Class A common stock on Form 3 dated 08/25/2025. The filing indicates the ownership is direct and the Form 3 was submitted by a single reporting person, signed by an attorney-in-fact on 08/27/2025.
Xponential Fitness, Inc. expanded its Board of Directors from six to seven members and appointed Rachel Lee as a Class I Director and member of the Nominating and Corporate Governance Committee.
Lee brings experience from private equity and multiple public company boards. As a director, she will receive an annual cash retainer of $80,000, an annual RSU award valued at $110,000, and an additional annual cash fee of $8,000 for her committee service.
Michael Nuzzo, Chief Executive Officer and Director of Xponential Fitness, Inc. (XPOF), received awards of restricted stock units (RSUs) totaling 432,738 shares. The Form 4 reports two RSU grants each covering 216,369 shares granted under the companys equity incentive plan on August 21, 2025.
One tranche vests 25% at each of the 12-, 24-, 30- and 36-month anniversaries of August 7, 2025, subject to continued employment. The second tranche vests in three substantially equal amounts if the companys Class A common stock closes at or above $16.00, $25.00, or $30.00 for 20 consecutive trading days during the 36 months after August 7, 2025, also subject to continued employment.