Xponential Fitness: Fund 1 reports 9.9% stake

Previously disclosed put options referencing 2,500,000 shares expired unexercised on October 16, 2026.

Rhea-AI Filing Summary

Xponential Fitness, Inc. reported that Fund 1 Investments, LLC beneficially owned 4,170,610 shares of Class A common stock, or 9.9% of the class.

Fund 1 also disclosed cash-settled total return swaps providing economic exposure to 4,213,826 notional shares, approximately 9.98% of outstanding shares. The swaps do not give Fund 1 power to vote or dispose of the referenced shares. Fund 1 reported no transactions in the issuer’s shares since Amendment No. 2.

Filing Explained

This amendment reports that Fund 1’s previously disclosed cash-settled put options referencing 2.5 million Xponential shares, with a $5 exercise price, expired unexercised on October 16, 2026; the options have therefore expired without an exercise.

Key Figures

Beneficially owned shares: 4,170,610 shares Percentage of class beneficially owned: 9.9% Swap notional shares: 4,213,826 notional shares +3 more

6 metrics

Beneficially owned shares 4,170,610 shares Fund 1 Investments, LLC; Class A common stock

Percentage of class beneficially owned 9.9% Fund 1 Investments, LLC

Swap notional shares 4,213,826 notional shares Cash-settled total return swaps

Swap exposure as a percentage of outstanding shares Approximately 9.98% Cash-settled total return swaps

Shares referenced by put options 2,500,000 shares Previously disclosed short, over-the-counter cash-settled put options; expired unexercised on October 16, 2026

Put option exercise price $5 per share Previously disclosed options expired unexercised on October 16, 2026

Key Terms

Cash-Settled Swaps, notional Shares, cash-settled put options, sole dispositive power

4 terms

Cash-Settled Swaps financial

"certain cash-settled total return swap agreements (the "Cash-Settled Swaps")"

notional Shares financial

"economic exposure to an aggregate of 4,213,826 notional Shares"

cash-settled put options financial

"sold short over-the-counter cash-settled put options"

sole dispositive power regulatory

"Sole Dispositive Power 4,170,610.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many XPOF shares does Fund 1 Investments beneficially own?

Fund 1 Investments, LLC reported beneficial ownership of 4,170,610 shares of Class A common stock, representing 9.9% of the class.

How much XPOF exposure do Fund 1 Investments’ swaps represent, and do they carry voting rights?

The cash-settled total return swaps provide economic exposure to 4,213,826 notional shares, approximately 9.98% of outstanding shares. They do not give Fund 1 power to vote or direct the voting of, or dispose of or direct the disposition of, the referenced shares.

What happened to Fund 1 Investments’ XPOF put options?

The previously disclosed short, over-the-counter cash-settled put options referenced 2,500,000 shares, had an exercise price of $5 per share, and expired on October 16, 2026. They expired unexercised pursuant to their terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/20/2026 - 06:05 PM EDT Accepted by SEC EDGAR 10/20/2026 - 06:05 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Xponential Fitness, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

98422X101

(CUSIP Number)

Fund 1 Investments, LLC
100 Carr 115, Unit 1900,
Rincon, PR, 00677
804-363-4458

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/16/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 98422X101

1

Name of reporting person

Fund 1 Investments, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,170,610.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,170,610.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,170,610.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A common stock, par value $0.0001 per share
(b)	Name of Issuer: Xponential Fitness, Inc.
(c)	Address of Issuer's Principal Executive Offices: 17877 VON KARMAN AVE, SUITE 100, IRVINE, CALIFORNIA , 92614.
Item 5.	Interest in Securities of the Issuer
(c)	Item 5(c) is hereby amended and restated to read as follows: There have been no transactions in the Shares of the Issuer by the Reporting Person since the filing of Amendment No. 2 to the Schedule 13D.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: The Reporting Person has entered into certain cash-settled total return swap agreements (the "Cash-Settled Swaps") with an unaffiliated third-party financial institution, which provide the Reporting Person with economic exposure to an aggregate of 4,213,826 notional Shares, representing approximately 9.98% of the outstanding Shares. The Cash-Settled Swaps provide the Reporting Person with economic results that are comparable to the economic results of ownership, but do not provide the Reporting Person with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Cash-Settled Swaps. As previously disclosed, the Reporting Person sold short over-the-counter cash-settled put options referencing an aggregate of 2,500,000 Shares, which had an exercise price of $5 per Share and an expiration date of October 16, 2026. These options expired unexercised pursuant to their terms.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Fund 1 Investments, LLC

Signature:	/s/ Benjamin C. Cable
Name/Title:	Benjamin C. Cable, Chief Compliance Officer
Date:	10/20/2026