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.
Nut Tree Capital group reports 1,125,404 Class A shares of Xponential Fitness, representing about 3.2% of outstanding Class A common stock as of June 30, 2025. The shares are held by Nut Tree Master Fund, LP, for which Nut Tree Capital Management, LP is the investment adviser; Nut Tree Capital Management GP, LLC is the general partner; and Jared R. Nussbaum is CIO and sole member of the GP. The filing discloses shared voting and dispositive power over these shares and reports no sole voting or sole dispositive power.
The disclosure states the holdings were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. Based on the issuer’s April 30, 2025 share count cited in the filing (~34.926 million shares), the position is below the 5% reporting threshold that would indicate a larger, potentially control-oriented stake.
Xponential Fitness Schedule 13G/A shows Ameriprise Financial, Inc. and affiliated Columbia advisers report shared voting and dispositive power over roughly 1.35 million shares of Class A common stock. The filing breaks out 1,354,250 shares for Ameriprise and Columbia Management and 1,352,429 shares for Columbia Wanger Asset Management.
Those positions are reported as representing 3.9% of the Class A shares and are disclosed as shared voting and shared dispositive power with no sole voting or sole dispositive power indicated. Each reporting person disclaims beneficial ownership and the filing includes exhibits identifying subsidiaries involved and a joint filing agreement.
Xponential Fitness, Inc. director Bruce N. Haase reported an open-market purchase of 70,000 shares of Class A common stock at a weighted average price of $7.667 per share. Following this August 12, 2025 transaction, his directly held stake increased to 95,937 shares.
Michael Nuzzo, identified as Chief Executive Officer and Director of Xponential Fitness, Inc. (XPOF), filed an initial Section 16 Form 3 reporting his relationship to the issuer. The filing states that no securities are beneficially owned by Mr. Nuzzo. The form is the company’s initial ownership disclosure for the reporting person and was signed by an attorney‑in‑fact on the reporting form.
Xponential Fitness reported mixed first-half 2025 results: steady revenue and stronger operating profit, offset by asset impairments and a weakened equity position.
For the six months ended June 30, 2025, total revenue was $153.1 million versus $156.6 million a year earlier. Operating income improved to $24.5 million from $4.9 million, while the consolidated net loss was $1.3 million and net loss attributable to Xponential was $0.95 million. Cash and restricted cash totaled $38.7 million and net cash provided by operating activities was $8.3 million.
The balance sheet shows $399.8 million of assets, long-term debt net of current portion of $352.6 million, deferred revenue of $124.5 million and total stockholders' deficit of $313.2 million. The company recorded goodwill impairments of $5.105M (BFT) and $2.346M (Lindora) and a $3.449M trademark impairment. The credit facility was amended to extend the final maturity to August 1, 2027 and management reported covenant compliance as of June 30, 2025.
Anthony Geisler and affiliated entities filed Amendment No. 5 to their Schedule 13D on Xponential Fitness (XPOF) dated 30 Jul 2025. The filing updates ownership and discloses a transfer of rights under the company’s Tax Receivable Agreement (TRA).
- Ownership: • Geisler personally holds 8,059,475 shares (19% of Class A outstanding). • LAG Fit, Inc. owns 7,513,208 shares (17.7%). • The Anthony Geisler Trust controls 294,204 shares (0.8%). Percentages are based on 34.926 m Class A shares outstanding as of 30 Apr 2025.
- Voting/Dispositive Power: Geisler has sole voting & dispositive power over his direct shares; LAG Fit and the Trust share voting/dispositive power over their respective holdings.
- Key Change: On 30 Jul 2025 the reporting persons executed an Assignment and Assumption Agreement, selling their rights and obligations under the TRA to Parallaxes Xenon II, LLC. A related Joinder Agreement makes the purchaser a party to the TRA. The TRA entitles holders to 85% of tax savings generated by specified basis adjustments; those future cash flows will now accrue to the buyer, not the insiders.
- No changes are reported to share counts or control arrangements other than the TRA assignment.
The amendment is primarily administrative, aligning tax-benefit entitlements without affecting equity ownership.
Xponential Fitness, Inc. (NYSE: XPOF) disclosed an Entry into a Material Definitive Agreement in its Form 8-K filed on 3 July 2025. The company’s main operating subsidiary, Xponential Fitness LLC, executed a five-year Retail Supply Agreement with California-based Fit Commerce (FC), effective 1 December 2025 and running through 30 November 2030.
Scope & Exclusivity
• FC becomes the exclusive manufacturer and distributor of all pre-approved retail products sold by Xponential franchisees in the U.S. and Canada and receives worldwide exclusivity to produce items bearing Xponential’s trademarks, subject to limited exceptions.
• Thirty Three Threads (33T) remains the exclusive sock supplier under a carve-out from the prior agreement.
Economic Terms
• FC will pay Xponential domestic, foreign and direct-to-consumer commissions tied to product sales.
• A minimum aggregate domestic commission of US$50 million must be paid over the five contract years (prorated for any partial year), delivering predictable, recurring cash inflows to the franchisor.
• FC must secure a specified level of equity, ABL facilities and vendor inventory financing; failure to fully fund this capital by 31 Oct 2025 renders the agreement null and void, reverting both parties to their earlier contracts.
Operational Responsibilities
FC will handle end-to-end functions, including merchandising strategy, product design, inventory and vendor management, logistics, e-commerce site operation for each franchise brand, marketing, franchisee support and business reporting.
Other Provisions
• Standard reps & warranties, confidentiality, insurance and indemnification covenants apply.
• Certain confidential terms and exhibits have been omitted pursuant to Regulation S-K rules.
Investor Takeaway: The deal locks in at least $50 million of commission revenue over five years and outsources a complex, capital-intensive retail supply chain to a specialized partner. However, the benefits are contingent on FC obtaining adequate financing by 31 Oct 2025, and the exclusivity structure concentrates operational risk with a single vendor.