Xponential Fitness Schedule 13D/A: Geisler Updates Ownership & TRA

Rhea-AI Filing Summary

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.

Insights

Financial Analyst

TL;DR: Insider keeps 19% stake; transfers future TRA cash flows—neutral to common shareholders.

The update maintains Anthony Geisler’s material 19 % economic and voting position, so control dynamics remain intact. Shifting TRA rights to Parallaxes Xenon II redirects potential tax-benefit payments away from insiders but does not alter the company’s obligations or capital structure. Because the TRA already existed and payments are contingent on future tax savings, the assignment is largely cash-flow neutral to XPOF. Investors should note that insiders monetize tax attributes rather than equity, signalling no immediate intent to reduce ownership.

Tax Specialist

TL;DR: TRA rights sold; issuer still liable for 85 % tax-benefit payments to new holder.

Under the 2021 TRA, XPOF owes 85 % of realized tax savings to the contract holder. By assigning their interests, Geisler entities swap deferred payments for up-front consideration (not disclosed here). The corporate tax shield mechanism and payout schedule for XPOF remain unchanged; only the payee has been substituted. The move is structurally common in Up-C IPOs and has no GAAP impact beyond a potential re-measurement of the TRA liability if terms differ, which is not indicated.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Xponential Fitness, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

98422X101

(CUSIP Number)

Anthony Geisler
6789 Quail Hill Parkway #408,
Irvine, CA, 92603
(949) 346-9793

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

07/30/2025

(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).

SCHEDULE 13D

CUSIP No. 98422X101

1

Name of reporting person

The Anthony Geisler Trust U/A Dated 05/17/2011

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 0.00
8	Shared Voting Power 294,204.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 294,204.00

11

Aggregate amount beneficially owned by each reporting person

294,204.00

12

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

13

Percent of class represented by amount in Row (11)

0.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row (13) consists of 294,204 shares of Class A Common Stock. The aggregate percentage of shares of Class A Common Stock reported was calculated based on 34,926,000 shares of Class A Common Stock issued and outstanding as of April 30, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2025, filed with the U.S. Securities and Exchange Commission on May 9, 2025.

SCHEDULE 13D

CUSIP No. 98422X101

1

Name of reporting person

LAG Fit, Inc.

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,513,208.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,513,208.00

11

Aggregate amount beneficially owned by each reporting person

7,513,208.00

12

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

13

Percent of class represented by amount in Row (11)

17.7 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Rows (8), (10), (11) and (13) consist of (i) 83,330 shares of Class A Common Stock and (ii) 7,429,878 shares of Class B Common Stock. The aggregate percentage of shares of Class A Common Stock reported was calculated based on 34,926,000 shares of Class A Common Stock issued and outstanding as of April 30, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2025, filed with the U.S. Securities and Exchange Commission on May 9, 2025.

SCHEDULE 13D

CUSIP No. 98422X101

1

Name of reporting person

Anthony Geisler

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,059,475.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,059,475.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,059,475.00

12

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

13

Percent of class represented by amount in Row (11)

19 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Rows (8), (10), (11) and (13) consist of (i) 252,063 shares of Class A Common Stock held directly by Anthony Geisler, (ii) 294,204 shares of Class A Common Stock held directly by the Anthony Geisler Trust U/A Dated 05/17/2011, (iii) 83,330 shares of Class A Common Stock held by LAG Fit, Inc. and (iv) 7,429,878 shares of Class B Common Stock held by LAG Fit, Inc. The aggregate percentage of shares of Class A Common Stock reported was calculated based on 34,926,000 shares of Class A Common Stock issued and outstanding as of April 30, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2025, filed with the U.S. Securities and Exchange Commission on May 9, 2025.

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: EXPLANATORY STATEMENT The following constitutes Amendment No. 5 ("Amendment No. 5") to the initial statement on Schedule 13D, filed on August 5, 2021 (as amended, the "Schedule 13D") by the undersigned, as amended by the Amendment No. 1 thereto, filed on August 31, 2021, the Amendment No. 2 thereto, filed on February 22, 2023, the Amendment No. 3 thereto, filed on June 18, 2024, and the Amendment No. 4 thereto, filed on November 19, 2024. This Amendment No. 5 amends the Schedule 13D as specifically set forth herein. Capitalized terms used in this Amendment No. 5 and not otherwise defined herein have the meanings given to them in the Schedule 13D.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended to add the following language: As previously disclosed in the Schedule 13D filed by the Reporting Persons on August 5, 2021, and in Amendment No. 4 on November 19, 2024, the Reporting Persons are parties to a Tax Receivable Agreement (the "Tax Receivable Agreement"), which provides for, among other things, payment by the Issuer of 85% of the U.S. federal, state and local income tax or franchise tax savings realized by the Issuer as a result of (i) certain favorable tax attributes Issuer will acquire from certain mergers effected in connection with the Reorganization (including net operating losses and the disappearing entities' allocable share of existing tax basis), (ii) increases in the Issuer's allocable share of existing tax basis and tax basis adjustments that may result from (x) certain contributions and certain redemptions, each effected in connection with the Reorganization, (y) future taxable redemptions and exchanges of LLC Units by members of Xponential Holdings (other than the Issuer) and (z) certain payments made under the Tax Receivable Agreement, and (iii) deductions in respect of interest under the Tax Receivable Agreement. Assignment and Assumption Agreement As contemplated by the Tax Receivable Agreement, a party to the Tax Receivable Agreement may assign any of its rights under the agreement to any person as long as such transferee has executed and delivered a joinder to the Tax Receivable Agreement, agreeing to become a party to such agreement. On July 30, 2025, the Reporting Persons (the "Sellers") entered into an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") with the Parallaxes Xenon II, LLC (the "Purchaser"), pursuant to which the Sellers agreed to assign to the Purchaser their interests in, and rights and obligations under, the Tax Receivable Agreement with respect to any and all Common Units or other membership interests in OpCo that were subject to an Exchange prior to the effective date of the Assignment and Assumption Agreement (as such terms are defined in the Tax Receivable Agreement and collectively referred to as the "Transferred Interests"). The above summary is qualified by reference to the complete text of the Assignment and Assumption Agreement, a copy of which is attached as Exhibit 10 hereto. Joinder Agreement On July 30, 2025, the Issuer and Purchaser entered into a Joinder Agreement (the "Joinder Agreement") to the Tax Receivable Agreement, pursuant to which the Purchaser acquired from the Sellers the right to receive the Transferred Interests. The above summary is qualified by reference to the complete text of the Joinder Agreement, a copy of which is attached as Exhibit 11 hereto.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended to add the following language: Exhibit Number Description of Exhibit 10 Assignment and Assumption Agreement, dated as of July 30, 2025, by and among Parallaxes Xenon II, LLC, Anthony Geisler, the Anthony Geisler Trust U/A Dated 05/17/2021, LAG Fit, Inc. 11 Joinder Agreement to the Tax Receivable Agreement, dated as of July 30, 2025, by and among Xponential Fitness, Inc. and Parallaxes Xenon II, LLC.

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.

The Anthony Geisler Trust U/A Dated 05/17/2011

Signature:	/s/ Anthony Geisler
Name/Title:	Trustee
Date:	08/01/2025

LAG Fit, Inc.

Signature:	/s/ Anthony Geisler
Name/Title:	President
Date:	08/01/2025

Anthony Geisler

Signature:	/s/ Anthony Geisler
Name/Title:	Anthony Geisler
Date:	08/01/2025

FAQ

How many XPOF shares does Anthony Geisler now control?

He beneficially owns 8,059,475 shares, representing 19 % of Class A common stock.

What is the significance of the Assignment and Assumption Agreement disclosed on 30 Jul 2025?

It transfers the insiders’ rights & obligations under the Tax Receivable Agreement to Parallaxes Xenon II, LLC.

Does the TRA assignment change Xponential Fitness’s payment obligations?

No. XPOF still owes 85 % of relevant tax savings; only the recipient has changed.

What percentage of XPOF shares are outstanding, according to the filing?

The filing references 34.926 million Class A shares outstanding as of 30 Apr 2025.

Which entities besides Anthony Geisler report ownership in this amendment?

The Anthony Geisler Trust (0.8 %) and LAG Fit, Inc. (17.7 %) are co-reporting persons.