[SCHEDULE 13G/A] Xponential Fitness, Inc. Amended Passive Investment Disclosure
Redwood reports 0% stake in Xponential Fitness
Xponential Fitness, Inc. received an amended ownership report from several Redwood-affiliated entities and individual investor Ruben Kliksberg regarding its Class A common stock.
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Xponential Fitness, Inc. received an amended ownership report from several Redwood-affiliated entities and individual investor Ruben Kliksberg regarding its Class A common stock. As of the event date of 12/31/2025, Redwood Capital Management, LLC, Redwood Capital Management Holdings, LP, Double Twins K, LLC, Redwood Master Fund, Ltd., and Ruben Kliksberg each report beneficial ownership of 0 shares, representing 0.0% of the class.
The filing confirms they have no sole or shared power to vote or dispose of any Xponential Fitness Class A shares and certifies that any securities previously held were not acquired to change or influence control of the company.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does the Schedule 13G/A filing reveal about XPOF ownership by Redwood entities?
The filing shows Redwood Capital entities and Ruben Kliksberg now report 0 shares of Xponential Fitness Class A stock, or 0.0% of the class, indicating they no longer have a reportable beneficial ownership position as of 12/31/2025.
Which investors are named in the XPOF Schedule 13G/A amendment?
Named reporting persons are Redwood Capital Management, LLC, Redwood Capital Management Holdings, LP, Double Twins K, LLC, Redwood Master Fund, Ltd., and Ruben Kliksberg. Each one reports beneficial ownership of 0 shares of Xponential Fitness Class A common stock in this amendment.
What percentage of XPOF does Redwood Capital Management report owning?
Redwood Capital Management, LLC reports beneficial ownership of 0 shares of Xponential Fitness Class A stock, equal to 0.0% of the class. The filing also states it has no sole or shared voting or dispositive power over any shares.
Does Ruben Kliksberg still beneficially own Xponential Fitness (XPOF) shares?
The amendment states that Ruben Kliksberg beneficially owns 0 shares of Xponential Fitness Class A stock, representing 0.0% of the class, with no sole or shared voting or dispositive power reported as of the stated event date.
What is the key purpose of this XPOF Schedule 13G/A Amendment No. 2?
The amendment updates beneficial ownership information to show that all listed Redwood-related entities and Ruben Kliksberg each now hold 0 shares of Xponential Fitness Class A stock, confirming ownership of 5 percent or less of the class for these reporting persons.
How do the reporting persons describe their intent regarding control of Xponential Fitness?
They certify the securities referenced were not acquired and are not held for changing or influencing control of Xponential Fitness, and not in connection with any transaction having that purpose, except for activities solely related to nominations under the specified proxy rule.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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
Redwood Capital Management, 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:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
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 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
98422X101
1
Names of Reporting Persons
Redwood Capital Management Holdings, LP
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
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 %
12
Type of Reporting Person (See Instructions)
HC, PN
SCHEDULE 13G
CUSIP No.
98422X101
1
Names of Reporting Persons
Double Twins K, 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:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
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 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
98422X101
1
Names of Reporting Persons
Redwood Master Fund, Ltd.
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
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 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
98422X101
1
Names of Reporting Persons
Ruben Kliksberg
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
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 %
12
Type of Reporting Person (See Instructions)
HC, 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, California, 92614, United States of America
Item 2.
(a)
Name of person filing:
Redwood Capital Management, LLC
Redwood Capital Management Holdings, LP
Double Twins K, LLC
Redwood Master Fund, Ltd.
Ruben Kliksberg
(b)
Address or principal business office or, if none, residence:
Redwood Capital Management, LLC
250 W 55th Street, 26th Floor
New York, NY 10019
Redwood Capital Management Holdings, LP
250 W 55th Street, 26th Floor
New York, NY 10019
Double Twins K, LLC
250 W 55th Street, 26th Floor
New York, NY 10019
Redwood Master Fund, Ltd.
c/o Redwood Capital Management, LLC
250 W 55th Street, 26th Floor
New York, NY 10019
Ruben Kliksberg
c/o Redwood Capital Management, LLC
250 W 55th Street, 26th Floor
New York, NY 10019
(c)
Citizenship:
Redwood Capital Management, LLC - Delaware
Redwood Capital Management Holdings, LP - Delaware
Double Twins K, LLC - Delaware
Redwood Master Fund, Ltd. - Cayman Islands
Ruben Kliksberg - United States
(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).
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.
Redwood Capital Management, LLC
Signature:
By: Redwood Capital Management Holdings, LP, its sole member, By: Double Twins K, LLC, its general partner, By: /s/ Ruben Kliksberg
Name/Title:
Ruben Kliksberg, Managing Member of the general partner
Date:
02/17/2026
Redwood Capital Management Holdings, LP
Signature:
By: Double Twins K, LLC, its general partner, By: /s/ Ruben Kliksberg
Name/Title:
Ruben Kliksberg, Managing Member of the general partner
Date:
02/17/2026
Double Twins K, LLC
Signature:
/s/ Ruben Kliksberg
Name/Title:
Ruben Kliksberg, Managing Member
Date:
02/17/2026
Redwood Master Fund, Ltd.
Signature:
By: Redwood Capital Management, LLC, its investment manager, By: Redwood Capital Mangement Holdings, LP, its sole member, By: Double Twins K, LLC
Name/Title:
Ruben Kliksberg, Managing Member of the general partner
Date:
02/17/2026
Ruben Kliksberg
Signature:
/s/ Ruben Kliksberg
Name/Title:
Ruben Kliksberg
Date:
02/17/2026
Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit Information
Exhibit A - Joint Filing Agreement
Exhibit B - Control Person Identification
