Xponential Fitness, Inc. received an amended Schedule 13G filing showing that a group of D. E. Shaw entities and David E. Shaw together report beneficial ownership of 1,465,013 shares of Class A common stock, representing 4.2% of the class as of 12/31/2025.
The shares are held in the name of D. E. Shaw Galvanic Portfolios, L.L.C., with the other D. E. Shaw entities and David E. Shaw reporting shared voting and shared dispositive power over the same 1,465,013 shares and no sole voting or dispositive power.
The filing states that the securities were not acquired and are not held for the purpose of changing or influencing control of Xponential Fitness, and confirms that the reporting persons now hold 5 percent or less of the outstanding Class A shares.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
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
D. E. Shaw & Co., 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:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,465,013.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,465,013.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,465,013.00
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)
4.2 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
98422X101
1
Names of Reporting Persons
D. E. Shaw & Co., L.L.C.
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
1,465,013.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,465,013.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,465,013.00
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)
4.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
98422X101
1
Names of Reporting Persons
D. E. Shaw Adviser II, L.L.C.
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
1,465,013.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,465,013.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,465,013.00
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)
4.2 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
98422X101
1
Names of Reporting Persons
D. E. Shaw Manager II, L.L.C.
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
1,465,013.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,465,013.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,465,013.00
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)
4.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
98422X101
1
Names of Reporting Persons
D. E. Shaw Galvanic Portfolios, L.L.C.
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
1,465,013.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,465,013.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,465,013.00
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)
4.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
98422X101
1
Names of Reporting Persons
David E. Shaw
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
1,465,013.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,465,013.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,465,013.00
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)
4.2 %
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:
D. E. Shaw & Co., L.P.
D. E. Shaw & Co., L.L.C.
D. E. Shaw Adviser II, L.L.C.
D. E. Shaw Manager II, L.L.C.
D. E. Shaw Galvanic Portfolios, L.L.C.
David E. Shaw
(b)
Address or principal business office or, if none, residence:
The business address for each reporting person is:
Two Manhattan West
375 Ninth Avenue, 52nd Floor
New York, NY 10001
(c)
Citizenship:
D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware.
D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware.
D. E. Shaw Adviser II, L.L.C. is a limited liability company organized under the laws of the state of Delaware.
D. E. Shaw Manager II, L.L.C. is a limited liability company organized under the laws of the state of Delaware.
D. E. Shaw Galvanic Portfolios, L.L.C. is a limited liability company organized under the laws of the state of Delaware.
David E. Shaw is a citizen of the United States of America.
(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:
D. E. Shaw & Co., L.P.: 1,465,013 shares
This is composed of 1,465,013 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C.
D. E. Shaw & Co., L.L.C.: 1,465,013 shares
This is composed of 1,465,013 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C.
D. E. Shaw Adviser II, L.L.C.: 1,465,013 shares
This is composed of 1,465,013 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C.
D. E. Shaw Manager II, L.L.C.: 1,465,013 shares
This is composed of 1,465,013 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C.
D. E. Shaw Galvanic Portfolios, L.L.C.: 1,465,013 shares
This is composed of 1,465,013 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C.
David E. Shaw: 1,465,013 shares
This is composed of 1,465,013 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C.
David E. Shaw does not own any shares directly. By virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the managing member of D. E. Shaw Adviser II, L.L.C., which in turn is the investment adviser of D. E. Shaw Galvanic Portfolios, L.L.C., and by virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the managing member of D. E. Shaw Manager II, L.L.C., which in turn is the manager of D. E. Shaw Galvanic Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 1,465,013 shares as described above constituting 4.2% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 1,465,013 shares.
(b)
Percent of class:
D. E. Shaw & Co., L.P.: 4.2%
D. E. Shaw & Co., L.L.C.: 4.2%
D. E. Shaw Adviser II, L.L.C.: 4.2%
D. E. Shaw Manager II, L.L.C.: 4.2%
D. E. Shaw Galvanic Portfolios, L.L.C.: 4.2%
David E. Shaw: 4.2%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
D. E. Shaw & Co., L.P.: 0 shares
D. E. Shaw & Co., L.L.C.: 0 shares
D. E. Shaw Adviser II, L.L.C.: 0 shares
D. E. Shaw Manager II, L.L.C.: 0 shares
D. E. Shaw Galvanic Portfolios, L.L.C.: 0 shares
David E. Shaw: 0 shares
(ii) Shared power to vote or to direct the vote:
D. E. Shaw & Co., L.P.: 1,465,013 shares
D. E. Shaw & Co., L.L.C.: 1,465,013 shares
D. E. Shaw Adviser II, L.L.C.: 1,465,013 shares
D. E. Shaw Manager II, L.L.C.: 1,465,013 shares
D. E. Shaw Galvanic Portfolios, L.L.C.: 1,465,013 shares
David E. Shaw: 1,465,013 shares
(iii) Sole power to dispose or to direct the disposition of:
D. E. Shaw & Co., L.P.: 0 shares
D. E. Shaw & Co., L.L.C.: 0 shares
D. E. Shaw Adviser II, L.L.C.: 0 shares
D. E. Shaw Manager II, L.L.C.: 0 shares
D. E. Shaw Galvanic Portfolios, L.L.C.: 0 shares
David E. Shaw: 0 shares
(iv) Shared power to dispose or to direct the disposition of:
D. E. Shaw & Co., L.P.: 1,465,013 shares
D. E. Shaw & Co., L.L.C.: 1,465,013 shares
D. E. Shaw Adviser II, L.L.C.: 1,465,013 shares
D. E. Shaw Manager II, L.L.C.: 1,465,013 shares
D. E. Shaw Galvanic Portfolios, L.L.C.: 1,465,013 shares
David E. Shaw: 1,465,013 shares
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.
D. E. Shaw & Co., L.P.
Signature:
/s/ Daniel R. Marcus
Name/Title:
Daniel R. Marcus / Chief Compliance Officer
Date:
02/17/2026
D. E. Shaw & Co., L.L.C.
Signature:
/s/ Daniel R. Marcus
Name/Title:
Daniel R. Marcus / Authorized Signatory
Date:
02/17/2026
D. E. Shaw Adviser II, L.L.C.
Signature:
/s/ Daniel R. Marcus
Name/Title:
Daniel R. Marcus / Chief Compliance Officer
Date:
02/17/2026
D. E. Shaw Manager II, L.L.C.
Signature:
/s/ Daniel R. Marcus
Name/Title:
Daniel R. Marcus / Authorized Signatory
Date:
02/17/2026
D. E. Shaw Galvanic Portfolios, L.L.C.
Signature:
/s/ Daniel R. Marcus
Name/Title:
Daniel R. Marcus / Authorized Signatory
Date:
02/17/2026
David E. Shaw
Signature:
/s/ Daniel R. Marcus
Name/Title:
Daniel R. Marcus / Attorney-in-Fact for David E. Shaw
Date:
02/17/2026
Comments accompanying signature: Exhibit 1: Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated August 1, 2024.
Exhibit 2: Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated August 1, 2024.
Exhibit Information
Exhibit 3: Joint Filing Agreement, by and among the Reporting Persons, dated February 17, 2026.
How many XPOF Class A shares do the D. E. Shaw entities report owning?
The D. E. Shaw entities report beneficial ownership of 1,465,013 Class A shares of Xponential Fitness. All of these shares are held in the name of D. E. Shaw Galvanic Portfolios, L.L.C., with the affiliated entities and David E. Shaw reporting shared voting and dispositive power.
What percentage of Xponential Fitness (XPOF) does D. E. Shaw report owning?
The reporting persons state they beneficially own 4.2% of Xponential Fitness’s Class A common stock. This percentage is based on 1,465,013 shares attributed to the D. E. Shaw group, putting their holdings at or below the 5 percent ownership threshold disclosed in the filing.
Who are the reporting persons in this XPOF Schedule 13G/A filing?
The filing lists D. E. Shaw & Co., L.P., D. E. Shaw & Co., L.L.C., D. E. Shaw Adviser II, L.L.C., D. E. Shaw Manager II, L.L.C., D. E. Shaw Galvanic Portfolios, L.L.C., and David E. Shaw as reporting persons, each tied to the same 1,465,013 Class A shares.
Does David E. Shaw directly own any Xponential Fitness (XPOF) shares?
The filing states that David E. Shaw does not own any Xponential Fitness shares directly. His reported beneficial ownership arises through his roles in various D. E. Shaw entities that manage and advise D. E. Shaw Galvanic Portfolios, L.L.C., which holds the 1,465,013 shares.
Is the D. E. Shaw stake in Xponential Fitness intended to influence control?
The certification explicitly states the securities were not acquired and are not held for changing or influencing control of Xponential Fitness. It further notes the holdings are not in connection with any control-related transaction, other than activities solely tied to a nomination under Rule 14a-11.
What voting and dispositive powers are reported over XPOF shares?
Each reporting person discloses 0 shares with sole voting or dispositive power and 1,465,013 shares with shared voting and shared dispositive power. This means decisions on voting and selling these shares are shared among the related D. E. Shaw entities and attributed to David E. Shaw.
