Xponential Fitness: $5.61–$7 buyout price floated

Fund 1 said the $5.61 to $7.00 per-share cash range was at least 50% above XPOF's $3.74 closing price on October 29, 2026.

Available on EDGAR 10/30/2026 - 04:23 PM EDT Accepted by SEC EDGAR 10/30/2026 - 04:22 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Xponential Fitness, Inc. received a letter from Fund 1 Investments, LLC containing a non-binding proposal to acquire all outstanding shares in a take-private transaction. Fund 1 said it was willing to propose a cash price of $5.61 to $7.00 per share, which it described as at least 50% above XPOF’s $3.74 closing price on October 29, 2026.

Fund 1 said it was open to other shareholders participating alongside it while Fund 1 acquired a majority interest; the scope would be determined through the Board’s strategic process. Fund 1 said it would ultimately seek a waiver of the Stockholder Rights Agreement. It reported beneficial ownership of 4,170,610 shares, or 9.9% of the class, and no transactions in XPOF shares since Amendment No. 3.

Key Figures

Proposed acquisition price range: $5.61 to $7.00 per share in cash Stated premium: At least 50% Closing price: $3.74 per share +2 more

5 metrics

Proposed acquisition price range $5.61 to $7.00 per share in cash Fund 1's stated willingness to propose an acquisition price

Stated premium At least 50% Fund 1's comparison with XPOF's October 29, 2026 closing price

Closing price $3.74 per share XPOF closing price on October 29, 2026

Beneficially owned shares 4,170,610 shares Fund 1 Investments, LLC

Class ownership 9.9% Fund 1 Investments, LLC's reported beneficial ownership

Key Terms

non-binding proposal, take-private transaction, Stockholder Rights Agreement

3 terms

non-binding proposal financial

"including a non-binding proposal for the Reporting Person to acquire"

A non-binding proposal is an offer or plan presented by one party that outlines terms they would like to pursue but does not create a legally enforceable obligation. Think of it like a detailed handshake or a draft invitation to negotiate: it signals intent and frames possible outcomes, but either side can walk away or change terms without legal penalty. Investors watch these because they can move a stock’s price by suggesting a possible deal, yet they carry higher uncertainty than formal agreements.

take-private transaction financial

"in a take-private transaction"

A take-private transaction is when one party buys enough shares of a publicly traded company to remove it from the stock market and make it privately owned. For investors this matters because buyers typically offer a cash premium to persuade shareholders to sell, after which shares stop trading publicly and liquidity and public oversight decrease — similar to buying out co-owners of a shared property so it becomes a single-owner house.

Stockholder Rights Agreement regulatory

"waiver of the Issuer's Stockholder Rights Agreement"

A stockholder rights agreement is a legal framework that sets the rules and protections governing shareholders’ powers—such as voting, selling shares, receiving special rights, and how ownership changes are handled. It matters to investors because it shapes who can control the company, how easily shares can change hands, and what protections exist during takeover attempts; think of it like the bylaws and safety rules for an apartment building that determine how decisions are made and who can move in or out.

FAQ

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

What price did Fund 1 propose for XPOF?

Fund 1 Investments, LLC expressed willingness to propose a cash acquisition price of $5.61 to $7.00 per share for XPOF, describing the range as at least 50% above the $3.74 closing price on October 29, 2026.

How many XPOF shares does Fund 1 Investments beneficially own?

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

Could other shareholders participate in Fund 1's XPOF proposal?

Fund 1 said it was open to other shareholders participating alongside it, with Fund 1 acquiring the majority interest. The scope would be determined through the Board's strategic process, and Fund 1 said it would ultimately seek a waiver of the Stockholder Rights Agreement.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

10/30/2026

(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 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On October 30, 2026, the Reporting Person delivered a letter (the "Letter") to the Issuer's board of directors (the "Board") including a non-binding proposal for the Reporting Person to acquire all of the outstanding Shares of the Issuer in a take-private transaction. Based on the Reporting Person's review of publicly available information, the Reporting Person expressed its willingness to propose an acquisition price in the range of $5.61 to $7.00 per share in cash, which is at least 50% above the closing price of $3.74 on October 29, 2026. The Reporting Person stated that it is open to allowing other shareholders to participate in a transaction alongside the Reporting Person, with the Reporting Person acquiring the majority interest, with the scope of such participation determined through the Board's strategic process. The Reporting Person noted that ultimately it would seek a waiver of the Issuer's Stockholder Rights Agreement, dated October 12, 2026, so it is able to work with other interested shareholders. The Reporting Person highlighted its prior engagement with the Board and intention to continue to work together in a constructive manner toward an outcome that is in the best interests of all shareholders and other stakeholders, and the Reporting Person's track record delivering substantial value at other portfolio companies. A copy of the Letter is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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. 3 to the Schedule 13D.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 99.1 - Letter to Board of Directors, dated October 30, 2026

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:	10/30/2026