Voss Capital (XPOF) updates 13D, holding 6.79M Xponential Fitness shares

Rhea-AI Filing Summary

Voss Capital and related entities filed Amendment No. 1 to their Schedule 13D on Xponential Fitness, Inc., reporting beneficial ownership of approximately 16.2% of the Class A common stock, or 6,788,653 shares, based on 41,877,000 shares outstanding as of April 30, 2026. The filing details that Voss Value Master Fund holds 758,653 shares (about 1.8%), and Voss Value-Oriented Special Situations Fund holds 150,000 shares (about 0.4%). Voss Capital and Travis W. Cocke are each reported as beneficial owners of 6,788,653 shares, including 5,880,000 shares held in Voss-managed accounts. The amendment states there have been no transactions in the issuer’s securities since the prior filing, and the decrease in reported ownership percentage is solely due to an increase in the number of shares outstanding.

Key Figures

Voss Capital beneficial ownership: 6,788,653 shares (16.2%) Shares outstanding: 41,877,000 shares Voss Value Master Fund holdings: 758,653 shares (1.8%) +3 more

6 metrics

Voss Capital beneficial ownership 6,788,653 shares (16.2%) Class A common stock of Xponential Fitness as of April 30, 2026

Shares outstanding 41,877,000 shares Xponential Fitness Class A common stock as of April 30, 2026

Voss Value Master Fund holdings 758,653 shares (1.8%) Beneficial ownership in Xponential Fitness

Voss Special Situations Fund holdings 150,000 shares (0.4%) Beneficial ownership in Xponential Fitness

Voss GP beneficial ownership 908,653 shares (2.2%) Deemed ownership via Voss funds

Voss Managed Accounts holdings 5,880,000 shares Shares of Xponential Fitness held in managed accounts

Key Terms

beneficial owner, Schedule 13D, sole voting power, sole dispositive power, +2 more

6 terms

beneficial owner financial

"may be deemed the beneficial owner of the (i) 758,653 Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Schedule 13D regulatory

"The following constitutes Amendment No. 1 to the filed by the undersigned"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 5,908,653.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 9 | Sole Dispositive Power 5,908,653.00"

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.

aggregate amount beneficially owned financial

"11Aggregate amount beneficially owned by each reporting person 6,788,653.00"

managed accounts financial

"As of the date hereof, 5,880,000 Shares were held in the Voss Managed Accounts."

Managed accounts are collections of investments owned by an individual or institution but run day-to-day by a professional who buys, sells and allocates assets according to an agreed plan. They matter to investors because they provide tailored oversight, active risk control and potential tax efficiency—like hiring a personal chef to manage your diet—while fees and the manager’s skill directly affect returns.

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Accepted by SEC EDGAR 05/13/2026 - 06:58 PM Learn about SEC filing dates

FAQ

What stake does Voss Capital report in Xponential Fitness (XPOF)?

Voss Capital and Travis W. Cocke report beneficial ownership of about 16.2% of Xponential Fitness Class A common stock, or 6,788,653 shares, based on 41,877,000 shares outstanding as of April 30, 2026.

How many XPOF shares do the Voss funds directly hold?

Voss Value Master Fund holds 758,653 shares of Xponential Fitness, and Voss Value-Oriented Special Situations Fund holds 150,000 shares, representing roughly 1.8% and 0.4% of the Class A common stock, respectively.

Why did Voss Capital’s reported ownership percentage in XPOF decrease?

The filing states the decrease in beneficial ownership percentage is solely due to an increase in the number of Xponential Fitness shares outstanding, not because Voss entities sold or bought additional shares since the prior filing.

Were there recent Xponential Fitness (XPOF) share transactions by Voss entities?

The amendment explicitly notes there have been no transactions in Xponential Fitness securities by the reporting persons since the prior Schedule 13D filing, indicating holdings changed only in percentage terms due to share count changes.

What share count does Voss use to calculate its XPOF ownership percentage?

The reported ownership percentages are calculated using 41,877,000 shares outstanding of Xponential Fitness Class A common stock, as of April 30, 2026, as disclosed in the company’s Form 10-Q filed May 8, 2026.

How is Travis W. Cocke related to Voss Capital’s XPOF holdings?

Travis W. Cocke is identified as the managing member of Voss Capital and Voss GP and may be deemed the beneficial owner of 6,788,653 XPOF shares, including fund holdings and shares in Voss managed accounts.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Xponential Fitness, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

98422X101

(CUSIP Number)

VOSS CAPITAL, L.P.
3773 Richmond Avenue, Suite 500,
Houston, TX, 77046
281-770-0379

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

05/08/2026

(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

Voss Value Master Fund, LP

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)

WC

5

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

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 758,653.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 758,653.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

758,653.00

12

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

13

Percent of class represented by amount in Row (11)

1.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 98422X101

1

Name of reporting person

Voss Value-Oriented Special Situations Fund, LP

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)

OO

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 150,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 150,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

150,000.00

12

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

13

Percent of class represented by amount in Row (11)

0.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 98422X101

1

Name of reporting person

Voss Advisors GP, 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)

OO

5

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

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 908,653.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 908,653.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

908,653.00

12

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

13

Percent of class represented by amount in Row (11)

2.2 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 98422X101

1

Name of reporting person

Voss Capital, LP

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)

OO

5

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

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,908,653.00
8	Shared Voting Power 880,000.00
9	Sole Dispositive Power 5,908,653.00
10	Shared Dispositive Power 880,000.00

11

Aggregate amount beneficially owned by each reporting person

6,788,653.00

12

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

13

Percent of class represented by amount in Row (11)

16.2 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 98422X101

1

Name of reporting person

Cocke Travis W.

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)

OO

5

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

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,908,653.00
8	Shared Voting Power 880,000.00
9	Sole Dispositive Power 5,908,653.00
10	Shared Dispositive Power 880,000.00

11

Aggregate amount beneficially owned by each reporting person

6,788,653.00

12

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

13

Percent of class represented by amount in Row (11)

16.2 %

14

Type of Reporting Person (See Instructions)

IN

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 1 Comment: The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 41,877,000 Shares outstanding, as of April 30, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2026. A. Voss Value Master Fund As of the date hereof, Voss Value Master Fund beneficially owned 758,653 Shares. Percentage: Approximately 1.8% B. Voss Value-Oriented Special Situations Fund As of the date hereof, Voss Value-Oriented Special Situations Fund beneficially owned 150,000 Shares. Percentage: Approximately 0.4% C. Voss GP Voss GP, as the general partner of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, may be deemed the beneficial owner of the (i) 758,653 Shares owned by Voss Value Master Fund and (ii) 150,000 Shares owned by Voss Value-Oriented Special Situations Fund. Percentage: Approximately 2.2% D. Voss Capital As of the date hereof, 5,880,000 Shares were held in the Voss Managed Accounts. Voss Capital, as the investment manager of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, may be deemed the beneficial owner of the (i) 758,653 Shares beneficially owned by Voss Value Master Fund and (ii) 150,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund. Percentage: Approximately 16.2% E. Mr. Cocke Mr. Cocke, as the managing member of each of Voss Capital and Voss GP, may be deemed the beneficial owner of the (i) 758,653 Shares owned by Voss Value Master Fund, (ii) 150,000 Shares owned by Voss Value-Oriented Special Situations Fund and (iii) 5,880,000 Shares held in the Voss Managed Accounts. Percentage: Approximately 16.2%
(c)	Item 5(c) is hereby amended to add the following: There have been no transactions in securities of the Issuer by the Reporting Persons since the filing of the Schedule 13D. The decrease in beneficial ownership reported herein is solely the result of an increase in the number of shares of the Issuer outstanding.

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.

Voss Value Master Fund, LP

Signature:	/s/ Travis W. Cocke
Name/Title:	Travis W. Cocke, Managing Member of Voss Advisors GP, LLC, its General Partner
Date:	05/13/2026

Voss Value-Oriented Special Situations Fund, LP

Signature:	/s/ Travis W. Cocke
Name/Title:	Travis W. Cocke, Managing Member of Voss Advisors GP, LLC, its General Partner
Date:	05/13/2026

Voss Advisors GP, LLC

Signature:	/s/ Travis W. Cocke
Name/Title:	Travis W. Cocke, Managing Member
Date:	05/13/2026

Voss Capital, LP

Signature:	/s/ Travis W. Cocke
Name/Title:	Travis W. Cocke, Managing Member
Date:	05/13/2026

Cocke Travis W.

Signature:	/s/ Travis W. Cocke
Name/Title:	Travis W. Cocke
Date:	05/13/2026