MSD Partners group discloses Xponential Fitness (XPOF) holdings below 5%
Xponential Fitness, Inc. is the subject of an amended Schedule 13G/A showing that investment vehicles affiliated with MSD Partners, along with Gregg R. Lemkau and Byron D. Trott, collectively report beneficial ownership of less than 5% each of the Class A common stock.
MSD Partners reports beneficial ownership of 1,655,390 shares, representing 4.7% of the 35,169,000 Class A shares outstanding as of October 31, 2025, with only shared voting and dispositive power. Byron D. Trott reports 1,316,328 shares (3.7%), and Gregg R. Lemkau reports 339,062 shares (1.0%), also solely on a shared-control basis. The filers certify the shares were not acquired to change or influence control of Xponential Fitness.
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FAQ
What does the MSD Partners Schedule 13G/A disclose about XPOF?
The filing discloses that MSD-affiliated funds and two executives collectively hold minority stakes in Xponential Fitness Class A shares, each under 5% of the class. It details share counts, ownership percentages, and that the holdings are not intended to change or influence control of the company.
How many Xponential Fitness (XPOF) shares does MSD Partners beneficially own?
MSD Partners reports beneficial ownership of 1,655,390 Xponential Fitness Class A shares, equal to 4.7% of the class. This percentage is based on 35,169,000 shares outstanding as of October 31, 2025, as reported in Xponential Fitness’s Form 10-Q filed on November 10, 2025.
What Xponential Fitness ownership stakes do Gregg R. Lemkau and Byron D. Trott report?
Gregg R. Lemkau reports beneficial ownership of 339,062 Xponential Fitness Class A shares, representing 1.0% of the class. Byron D. Trott reports 1,316,328 shares, or 3.7%. Both stakes are held with shared voting and dispositive power through MSD-affiliated investment funds, not as direct standalone holdings.
How are the Xponential Fitness ownership percentages calculated in this filing?
Ownership percentages use a base of 35,169,000 Xponential Fitness Class A shares outstanding as of October 31, 2025. That share count comes from the company’s Form 10-Q. Each reporting person’s percentage, such as MSD Partners’ 4.7%, is calculated against that disclosed outstanding share figure.
Do MSD Partners and related filers seek control of Xponential Fitness (XPOF)?
The filers certify that the Xponential Fitness shares were not acquired and are not held to change or influence control of the company. They also state the holdings are not connected with transactions seeking control, other than potential activities solely related to director nomination under Rule 14a-11.
Which MSD funds directly own Xponential Fitness shares in this Schedule 13G/A?
Direct owners include MSD Credit Opportunity Master Fund, MSD Special Investments Fund, MSD SIF Holdings, MSD Special Investments Fund II, and MSD SIF Holdings II. Other MSD entities listed report zero Xponential Fitness shares. MSD Partners acts as investment manager and may be deemed to beneficially own the funds’ reported positions.
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
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) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,655,390.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD Credit Opportunity Master Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
105,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD Special Investments Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
155,727.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD SIF Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
78,335.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD Special Investments Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
843,285.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD SIF Holdings II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
473,043.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD PCOFMAS2 SPV, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD Private Credit Opportunity Master Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD PCOF1 - BC, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD PCOF2 - BC2, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD PCOF1 - PC, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD SBAFLA SPV, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
Gregg R. Lemkau | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
339,062.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
Byron D. Trott | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,316,328.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Xponential Fitness, Inc. | |
| (b) | Address of issuer's principal executive offices:
17877 Von Karman Ave, Suite 100, Irvine, CA, 92614 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by and on behalf of each of MSD Partners, L.P. ("MSD Partners"), MSD Credit Opportunity Master Fund, L.P. ("MSD Credit Opportunity Master Fund"), MSD Special Investments Fund, L.P. ("MSD Special Investments Fund"), MSD SIF Holdings, L.P. ("MSD SIF Holdings"), MSD Special Investments Fund II, L.P. ("MSD Special Investments Fund II"), MSD SIF Holdings II, L.P. ("MSD SIF Holdings II"), MSD PCOFMAS2 SPV, LLC ("MSD PCOFMAS2 SPV"), MSD Private Credit Opportunity Master Fund, L.P. ("MSD Private Credit Opportunity Master Fund"), MSD PCOF1 - BC, LLC ("MSD PCOF1 - BC"), MSD PCOF2 - BC2, LLC ("MSD PCOF2"), MSD PCOF1 - PC, LLC ("MSD PCOF1 - PC"), MSD SBAFLA SPV, LLC ("MSD SBAFLA SPV"), Gregg R. Lemkau and Byron D. Trott (collectively, the "Reporting Persons"). MSD Credit Opportunity Master Fund, MSD Special Investments Fund, MSD SIF Holdings, MSD Special Investments Fund II, MSD SIF Holdings II, MSD PCOFMAS2 SPV, MSD Private Credit Opportunity Master Fund, MSD PCOF1 - BC, MSD PCOF2, MSD PCOF1 - PC, and MSD SBAFLA SPV (collectively, the "MSD Funds") are the direct owners of the securities covered by this statement.
MSD Partners, a wholly-owned subsidiary of BDT & MSD Holdings, L.P. ("BDT & MSD"), is the investment manager of, and may be deemed to beneficially own the securities beneficially owned by, the MSD Funds. Messrs. Lemkau and Trott are co-CEOs of BDT & MSD; Mr. Trott also serves as Chairman of BDT & MSD. Mr. Lemkau maintains investment discretion over the investments in the Issuer of MSD Credit Opportunity Master Fund, MSD Special Investments Fund, MSD SIF Holdings, MSD PCOFMAS2 SPV, MSD Private Credit Opportunity Master Fund, MSD PCOF1 - BC, MSD PCOF2, MSD PCOF1 - PC, and MSD SBAFLA SPV and therefore may be deemed to beneficially own the Issuer's securities beneficially owned by them. Mr. Trott maintains investment discretion over the investments in the Issuer of MSD Special Investments Fund II and MSD SIF Holdings II, and therefore may be deemed to beneficially own the Issuer's securities beneficially owned by them.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 17, 2026, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of MSD Partners, MSD Credit Opportunity Master Fund, MSD Special Investments Fund, MSD SIF Holdings, MSD Special Investments Fund II, MSD SIF Holdings II, MSD PCOFMAS2 SPV, MSD Private Credit Opportunity Master Fund, MSD PCOF1 - BC, MSD PCOF2, MSD PCOF1 - PC, MSD SBAFLA SPV and Gregg R. Lemkau is 550 Madison Ave, 20th Floor, New York, NY 10022. The principal business address of Byron D. Trott is 340 Royal Palm Way, Suite 300, Palm Beach, FL 33480. | |
| (c) | Citizenship:
MSD Partners, MSD Special Investments Fund, MSD SIF Holdings, MSD Special Investments Fund II, and MSD SIF Holdings II are each organized as limited partnerships under the laws of the State of Delaware. MSD PCOFMAS2 SPV, MSD PCOF1 - BC, MSD PCOF2, MSD PCOF1 - PC and MSD SBAFLA SPV are each organized as limited liability companies under the laws of the State of Delaware. MSD Credit Opportunity Master Fund and MSD Private Credit Opportunity Master Fund are each organized as exempted limited partnerships under the laws of the Cayman Islands. Mr. Lemkau and Mr. Trott are United States citizens. | |
| (d) | Title of class of securities:
Class A Common Stock, Par Value $0.0001 per share | |
| (e) | CUSIP No.:
98422X101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
MSD Partners: 1,655,390
MSD Credit Opportunity Master Fund: 105,000
MSD Special Investments Fund: 155,727
MSD SIF Holdings: 78,335
MSD Special Investments Fund II: 843,285
MSD SIF Holdings II: 473,043
MSD PCOFMAS2 SPV: 0
MSD Private Credit Opportunity Master Fund: 0
MSD PCOF1 - BC: 0
MSD PCOF2 - BC: 0
MSD PCOF1 - PC: 0
MSD SBAFLA SPV: 0
Gregg R. Lemkau: 339,062
Byron D. Trott: 1,316,328 | |
| (b) | Percent of class:
The percentages provided herein are calculated based upon 35,169,000 shares of the Issuer's Class A Common Stock outstanding as of October 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025.
MSD Partners: 4.7%
MSD Credit Opportunity Master Fund: 0.3%
MSD Special Investments Fund: 0.4%
MSD SIF Holdings: 0.2%
MSD Special Investments Fund II: 2.4%
MSD SIF Holdings II: 1.3%
MSD PCOFMAS2 SPV: 0.0%
MSD Private Credit Opportunity Master Fund: 0.0%
MSD PCOF1 - BC: 0.0%
MSD PCOF2 - BC: 0.0%
MSD PCOF1 - PC: 0.0%
MSD SBAFLA SPV: 0.0%
Gregg R. Lemkau: 1.0%
Byron D. Trott: 3.7% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
MSD Partners: 0
MSD Credit Opportunity Master Fund: 0
MSD Special Investments Fund: 0
MSD SIF Holdings: 0
MSD Special Investments Fund II: 0
MSD SIF Holdings II: 0
MSD PCOFMAS2 SPV: 0
MSD Private Credit Opportunity Master Fund: 0
MSD PCOF1 - BC: 0
MSD PCOF2 - BC: 0
MSD PCOF1 - PC: 0
MSD SBAFLA SPV: 0
Gregg R. Lemkau: 0
Byron D. Trott: 0 | ||
| (ii) Shared power to vote or to direct the vote:
MSD Partners: 1,655,390
MSD Credit Opportunity Master Fund: 105,000
MSD Special Investments Fund: 155,727
MSD SIF Holdings: 78,335
MSD Special Investments Fund II: 843,285
MSD SIF Holdings II: 473,043
MSD PCOFMAS2 SPV: 0
MSD Private Credit Opportunity Master Fund: 0
MSD PCOF1 - BC: 0
MSD PCOF2 - BC: 0
MSD PCOF1 - PC: 0
MSD SBAFLA SPV: 0
Gregg R. Lemkau: 339,062
Byron D. Trott: 1,316,328 | ||
| (iii) Sole power to dispose or to direct the disposition of:
MSD Partners: 0
MSD Credit Opportunity Master Fund: 0
MSD Special Investments Fund: 0
MSD SIF Holdings: 0
MSD Special Investments Fund II: 0
MSD SIF Holdings II: 0
MSD PCOFMAS2 SPV: 0
MSD Private Credit Opportunity Master Fund: 0
MSD PCOF1 - BC: 0
MSD PCOF2 - BC: 0
MSD PCOF1 - PC: 0
MSD SBAFLA SPV: 0
Gregg R. Lemkau: 0
Byron D. Trott: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
MSD Partners: 1,655,390
MSD Credit Opportunity Master Fund: 105,000
MSD Special Investments Fund: 155,727
MSD SIF Holdings: 78,335
MSD Special Investments Fund II: 843,285
MSD SIF Holdings II: 473,043
MSD PCOFMAS2 SPV: 0
MSD Private Credit Opportunity Master Fund: 0
MSD PCOF1 - BC: 0
MSD PCOF2 - BC: 0
MSD PCOF1 - PC: 0
MSD SBAFLA SPV: 0
Gregg R. Lemkau: 339,062
Byron D. Trott: 1,316,328 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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Exhibit Information
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EXHIBIT INDEX
Exhibit Description of Exhibit
Exhibit 99.1 Joint Filing Agreement dated February 17, 2026. |