[SCHEDULE 13G/A] Xponential Fitness, Inc. SEC Filing

Rhea-AI Filing Summary

Nut Tree Capital group reports 1,125,404 Class A shares of Xponential Fitness, representing about 3.2% of outstanding Class A common stock as of June 30, 2025. The shares are held by Nut Tree Master Fund, LP, for which Nut Tree Capital Management, LP is the investment adviser; Nut Tree Capital Management GP, LLC is the general partner; and Jared R. Nussbaum is CIO and sole member of the GP. The filing discloses shared voting and dispositive power over these shares and reports no sole voting or sole dispositive power.

The disclosure states the holdings were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. Based on the issuer’s April 30, 2025 share count cited in the filing (~34.926 million shares), the position is below the 5% reporting threshold that would indicate a larger, potentially control-oriented stake.

Positive

• Transparent ownership disclosure identifying the fund, adviser, GP, and individual responsible
• Clear statement that the shares are held in the ordinary course and not to influence control

Negative

• None.

Insights

Securities Analyst

TL;DR: A passive, sub-5% position (3.2%) disclosed by an investment adviser; likely non-disruptive to corporate control.

The filing documents a clear beneficial ownership of 1,125,404 Class A shares by Nut Tree Master Fund, with voting and dispositive authority shared among affiliated reporting persons. The adviser relationship and the explicit certification that the stake is held in the ordinary course reduce indications of an activist intent. For investors, this is routine ownership disclosure rather than an indication of strategic influence or governance change.

Corporate Governance Specialist

TL;DR: Ownership below 5% and stated ordinary-course purpose suggest limited governance impact.

The report names the responsible entities and individual (Jared R. Nussbaum) and clarifies chain of control from adviser to fund to GP. Shared voting/dispositive power is disclosed, with no sole authority. Because the position is approximately 3.2% of Class A shares, it does not meet common thresholds that trigger heightened governance concerns or formal change-of-control signaling.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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)

06/30/2025

(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

Nut Tree Capital Management, 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 1,125,404.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,125,404.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,125,404.00

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)

3.2 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 98422X101

1

Names of Reporting Persons

Nut Tree Capital Management GP, 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 1,125,404.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,125,404.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,125,404.00

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)

3.2 %

12

Type of Reporting Person (See Instructions)

OO, HC

SCHEDULE 13G

CUSIP No. 98422X101

1

Names of Reporting Persons

Nussbaum Jared R.

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 1,125,404.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,125,404.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,125,404.00

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)

3.2 %

12

Type of Reporting Person (See Instructions)

IN, HC

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
Item 2.
(a)	Name of person filing: This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Nut Tree Capital Management, LP ("Nut Tree Capital Management"); ii) Nut Tree Capital Management GP, LLC ("Nut Tree Capital Management GP"); and iii) Jared R. Nussbaum ("Mr. Nussbaum"). This Statement relates to shares of Class A Common Stock ("Shares") held by Nut Tree Master Fund, LP ("Nut Tree Master Fund"). Nut Tree Capital Management serves as investment adviser to Nut Tree Master Fund. Nut Tree Capital Management GP serves as a general partner of Nut Tree Capital Management. Mr. Nussbaum serves as Chief Investment Officer and managing partner of Nut Tree Capital Management, and is the sole member of Nut Tree Capital Management GP.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is 55 Hudson Yards, 22nd Floor, New York, NY 10001.
(c)	Citizenship: i) Nut Tree Capital Management is a Delaware limited partnership; ii) Nut Tree Capital Management GP is a Delaware limited liability company; and iii) Mr. Nussbaum 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: As of June 30, 2025, each of the Reporting Persons may be deemed the beneficial owner of 1,125,404 Shares held by Nut Tree Master Fund.
(b)	Percent of class: As of June 30, 2025, each of the Reporting Persons may be deemed the beneficial owner of approximately 3.2% of the Shares outstanding. (There were approximately 34,926,000 Shares outstanding as of April 30, 2025, according to the Issuer's quarterly report on Form 10-Q, filed May 9, 2025.)
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,125,404
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,125,404
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.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See disclosure in Items 2 and 4 hereof.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See disclosure in Item 2 hereof.
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 acquired and are held in the ordinary course of business and 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.

Nut Tree Capital Management, LP

Signature:	/s/ Jared R. Nussbaum
Name/Title:	Jared R. Nussbaum, Chief Investment Officer and managing partner
Date:	08/14/2025

Nut Tree Capital Management GP, LLC

Signature:	/s/ Jared R. Nussbaum
Name/Title:	Jared R. Nussbaum, sole member
Date:	08/14/2025

Nussbaum Jared R.

Signature:	/s/ Jared R. Nussbaum
Name/Title:	Jared R. Nussbaum
Date:	08/14/2025

FAQ

How many XPOF shares does Nut Tree Capital report owning?

The filing reports 1,125,404 Class A shares beneficially owned by the Nut Tree group.

What percentage of Xponential Fitness (XPOF) does this represent?

The position represents approximately 3.2% of Class A shares outstanding based on the filing.

Who are the reporting persons named in the Schedule 13G/A?

The reporting persons are Nut Tree Capital Management, LP; Nut Tree Capital Management GP, LLC; and Jared R. Nussbaum.

Does the filing indicate control or activist intent over Xponential Fitness?

No. The filing certifies the shares are held in the ordinary course of business and not for the purpose of changing or influencing control.

What voting and dispositive powers are reported?

The reporting persons disclose 0 sole voting/dispositive power and 1,125,404 shared voting and dispositive power.