D. E. Shaw-affiliated entities report beneficial ownership of 3,276,973 shares of Xponential Fitness Class A common stock, representing 8.9% of the outstanding class on the basis stated in the filing. The total share count used to calculate the percentage is 36,908,960, comprised of 35,097,000 outstanding Class A shares and 1,811,960 shares issuable upon conversion of convertible preferred securities.
The disclosed position reflects shared voting and dispositive power over the 3,276,973 shares across multiple D. E. Shaw entities and David E. Shaw, with no reporting person claiming sole voting or dispositive power. Several affiliated entities report zero ownership. The filing includes a joint filing agreement and powers of attorney supporting the signatures.
Positive
Material disclosure of an 8.9% stake in Xponential Fitness provides transparency about a significant institutional position
Shared voting and dispositive power is clearly enumerated across specific D. E. Shaw entities and David E. Shaw, clarifying control lines
Percentage basis is explicitly stated (36,908,960 shares) with breakdown of outstanding and convertible shares used in the calculation
Negative
None.
Insights
TL;DR: A significant 8.9% stake by D. E. Shaw group is material and could affect investor perception of ownership concentration.
The filing discloses a 3,276,973-share position equating to 8.9% of Xponential Fitness Class A stock based on the filers stated outstanding share calculation (36,908,960). That percentage crosses the common 5% disclosure threshold and therefore is material to shareholders and analysts monitoring ownership structure. The position is reported as shared voting and dispositive power across multiple affiliated entities rather than held outright by a single entity or individual, which is consistent with institutional or fund-level ownership through affiliated vehicles. No purchases, dispositions, or intentions to influence control are stated in the certification language; the filing limits itself to ownership and power disclosures.
TL;DR: Shared control across affiliated entities and an 8.9% stake warrant attention for governance and voting dynamics.
The report shows shared voting and dispositive authority for 3,276,973 shares across D. E. Shaw entities and David E. Shaw, with explicit disclaimers of sole ownership. For corporate governance, this concentration can influence voting outcomes on significant matters if the holders act in concert, though the filing states the securities are not held to change or influence control. The submission also documents internal authorities (powers of attorney and a joint filing agreement), demonstrating procedural compliance for joint reporting and collective disclosure of the position.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
Xponential Fitness, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
98422X101
(CUSIP Number)
09/11/2025
(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
3,276,973.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,276,973.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,276,973.00
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)
8.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: This percentage figure is based upon 36,908,960 shares of Class A Common Stock outstanding, composed of: (i) 35,097,000 shares of Class A Common Stock outstanding as of July 31, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on August 8, 2025, and (ii) 1,811,960 shares of Class A Common Stock issuable upon conversion of convertible preferred securities.
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
3,276,973.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,276,973.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,276,973.00
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)
8.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: This percentage figure is based upon 36,908,960 shares of Class A Common Stock outstanding, composed of: (i) 35,097,000 shares of Class A Common Stock outstanding as of July 31, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on August 8, 2025, and (ii) 1,811,960 shares of Class A Common Stock issuable upon conversion of convertible preferred securities.
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
3,276,973.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,276,973.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,276,973.00
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)
8.9 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: This percentage figure is based upon 36,908,960 shares of Class A Common Stock outstanding, composed of: (i) 35,097,000 shares of Class A Common Stock outstanding as of July 31, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on August 8, 2025, and (ii) 1,811,960 shares of Class A Common Stock issuable upon conversion of convertible preferred securities.
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
3,276,973.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,276,973.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,276,973.00
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)
8.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: This percentage figure is based upon 36,908,960 shares of Class A Common Stock outstanding, composed of: (i) 35,097,000 shares of Class A Common Stock outstanding as of July 31, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on August 8, 2025, and (ii) 1,811,960 shares of Class A Common Stock issuable upon conversion of convertible preferred securities.
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
3,276,973.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,276,973.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,276,973.00
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)
8.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: This percentage figure is based upon 36,908,960 shares of Class A Common Stock outstanding, composed of: (i) 35,097,000 shares of Class A Common Stock outstanding as of July 31, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on August 8, 2025, and (ii) 1,811,960 shares of Class A Common Stock issuable upon conversion of convertible preferred securities.
SCHEDULE 13G
CUSIP No.
98422X101
1
Names of Reporting Persons
D. E. Shaw Adviser, 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
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
Comment for Type of Reporting Person: Subsequent to our most recent filing for this Issuer dated February 14, 2025, D. E. Shaw Adviser, L.L.C., D. E. Shaw Manager, L.L.C., and DESALKIV Portfolios, L.L.C. ceased to be the beneficial owners of more than five percent of the class of securities. Accordingly, Item 5 has been checked in respect of these reporting persons.
SCHEDULE 13G
CUSIP No.
98422X101
1
Names of Reporting Persons
D. E. Shaw Manager, 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
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)
OO
Comment for Type of Reporting Person: Subsequent to our most recent filing for this Issuer dated February 14, 2025, D. E. Shaw Adviser, L.L.C., D. E. Shaw Manager, L.L.C., and DESALKIV Portfolios, L.L.C. ceased to be the beneficial owners of more than five percent of the class of securities. Accordingly, Item 5 has been checked in respect of these reporting persons.
SCHEDULE 13G
CUSIP No.
98422X101
1
Names of Reporting Persons
DESALKIV 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
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)
OO
Comment for Type of Reporting Person: Subsequent to our most recent filing for this Issuer dated February 14, 2025, D. E. Shaw Adviser, L.L.C., D. E. Shaw Manager, L.L.C., and DESALKIV Portfolios, L.L.C. ceased to be the beneficial owners of more than five percent of the class of securities. Accordingly, Item 5 has been checked in respect of these reporting persons.
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
3,276,973.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,276,973.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,276,973.00
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)
8.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: This percentage figure is based upon 36,908,960 shares of Class A Common Stock outstanding, composed of: (i) 35,097,000 shares of Class A Common Stock outstanding as of July 31, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on August 8, 2025, and (ii) 1,811,960 shares of Class A Common Stock issuable upon conversion of convertible preferred securities.
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.
D. E. Shaw Adviser, L.L.C.
D. E. Shaw Manager, L.L.C.
DESALKIV 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.
D. E. Shaw Adviser, L.L.C. is a limited liability company organized under the laws of the state of Delaware.
D. E. Shaw Manager, L.L.C. is a limited liability company organized under the laws of the state of Delaware.
DESALKIV 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.: 3,276,973 shares
This is composed of (i) 1,811,960 shares that D. E. Shaw Galvanic Portfolios, L.L.C. has the right to acquire through convertible preferred securities and (ii) 1,465,013 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C.
D. E. Shaw & Co., L.L.C.: 3,276,973 shares
This is composed of (i) 1,811,960 shares that D. E. Shaw Galvanic Portfolios, L.L.C. has the right to acquire through convertible preferred securities and (ii) 1,465,013 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C.
D. E. Shaw Adviser II, L.L.C.: 3,276,973 shares
This is composed of (i) 1,811,960 shares that D. E. Shaw Galvanic Portfolios, L.L.C. has the right to acquire through convertible preferred securities and (ii) 1,465,013 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C.
D. E. Shaw Manager II, L.L.C.: 3,276,973 shares
This is composed of (i) 1,811,960 shares that D. E. Shaw Galvanic Portfolios, L.L.C. has the right to acquire through convertible preferred securities and (ii) 1,465,013 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C.
D. E. Shaw Galvanic Portfolios, L.L.C.: 3,276,973 shares
This is composed of (i) 1,811,960 shares that D. E. Shaw Galvanic Portfolios, L.L.C. has the right to acquire through convertible preferred securities and (ii) 1,465,013 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C.
D. E. Shaw Adviser, L.L.C.: 0 shares
D. E. Shaw Manager, L.L.C.: 0 shares
DESALKIV Portfolios, L.L.C.: 0 shares
David E. Shaw: 3,276,973 shares
This is composed of (i) 1,811,960 shares that D. E. Shaw Galvanic Portfolios, L.L.C. has the right to acquire through convertible preferred securities and (ii) 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 3,276,973 shares as described above constituting 8.9% 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 3,276,973 shares.
(b)
Percent of class:
D. E. Shaw & Co., L.P.: 8.9%
D. E. Shaw & Co., L.L.C.: 8.9%
D. E. Shaw Adviser II, L.L.C.: 8.9%
D. E. Shaw Manager II, L.L.C.: 8.9%
D. E. Shaw Galvanic Portfolios, L.L.C.: 8.9%
D. E. Shaw Adviser, L.L.C.: 0%
D. E. Shaw Manager, L.L.C.: 0%
DESALKIV Portfolios, L.L.C.: 0%
David E. Shaw: 8.9%
(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
D. E. Shaw Adviser, L.L.C.: 0 shares
D. E. Shaw Manager, L.L.C.: 0 shares
DESALKIV 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.: 3,276,973 shares
D. E. Shaw & Co., L.L.C.: 3,276,973 shares
D. E. Shaw Adviser II, L.L.C.: 3,276,973 shares
D. E. Shaw Manager II, L.L.C.: 3,276,973 shares
D. E. Shaw Galvanic Portfolios, L.L.C.: 3,276,973 shares
D. E. Shaw Adviser, L.L.C.: 0 shares
D. E. Shaw Manager, L.L.C.: 0 shares
DESALKIV Portfolios, L.L.C.: 0 shares
David E. Shaw: 3,276,973 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
D. E. Shaw Adviser, L.L.C.: 0 shares
D. E. Shaw Manager, L.L.C.: 0 shares
DESALKIV 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.: 3,276,973 shares
D. E. Shaw & Co., L.L.C.: 3,276,973 shares
D. E. Shaw Adviser II, L.L.C.: 3,276,973 shares
D. E. Shaw Manager II, L.L.C.: 3,276,973 shares
D. E. Shaw Galvanic Portfolios, L.L.C.: 3,276,973 shares
D. E. Shaw Adviser, L.L.C.: 0 shares
D. E. Shaw Manager, L.L.C.: 0 shares
DESALKIV Portfolios, L.L.C.: 0 shares
David E. Shaw: 3,276,973 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:
09/18/2025
D. E. Shaw & Co., L.L.C.
Signature:
/s/ Daniel R. Marcus
Name/Title:
Daniel R. Marcus / Authorized Signatory
Date:
09/18/2025
D. E. Shaw Adviser II, L.L.C.
Signature:
/s/ Daniel R. Marcus
Name/Title:
Daniel R. Marcus / Chief Compliance Officer
Date:
09/18/2025
D. E. Shaw Manager II, L.L.C.
Signature:
/s/ Daniel R. Marcus
Name/Title:
Daniel R. Marcus / Authorized Signatory
Date:
09/18/2025
D. E. Shaw Galvanic Portfolios, L.L.C.
Signature:
/s/ Daniel R. Marcus
Name/Title:
Daniel R. Marcus / Authorized Signatory
Date:
09/18/2025
D. E. Shaw Adviser, L.L.C.
Signature:
/s/ Daniel R. Marcus
Name/Title:
Daniel R. Marcus / Chief Compliance Officer
Date:
09/18/2025
D. E. Shaw Manager, L.L.C.
Signature:
/s/ Daniel R. Marcus
Name/Title:
Daniel R. Marcus / Authorized Signatory
Date:
09/18/2025
DESALKIV Portfolios, L.L.C.
Signature:
/s/ Daniel R. Marcus
Name/Title:
Daniel R. Marcus / Authorized Signatory
Date:
09/18/2025
David E. Shaw
Signature:
/s/ Daniel R. Marcus
Name/Title:
Daniel R. Marcus / Attorney-in-Fact for David E. Shaw
Date:
09/18/2025
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 September 18, 2025.
How many XPOF shares does D. E. Shaw report owning and what percent is that?
The D. E. Shaw reporting persons disclose beneficial ownership of 3,276,973 shares, representing 8.9% of the Class A shares based on the filings stated outstanding share count.
What share count was used to calculate the 8.9% ownership in XPOF?
The percentage is based on 36,908,960 Class A shares: 35,097,000 outstanding Class A shares plus 1,811,960 shares issuable upon conversion of convertible preferred securities.
Does any D. E. Shaw entity claim sole voting or dispositive power over the XPOF shares?
No. The filing reports 0 sole voting power and 0 sole dispositive power for each reporting person; the 3,276,973 shares are reported with shared voting and shared dispositive power.
Are the reported shares held by a single D. E. Shaw entity or across multiple affiliates?
Ownership and powers are reported across multiple D. E. Shaw entities and David E. Shaw, with D. E. Shaw Galvanic Portfolios, L.L.C. identified as holding shares and rights to shares via conversion, aggregated to the 3,276,973 total.
Does the filing state any intent to influence control of Xponential Fitness (XPOF)?
The certification states the securities were not acquired and are not held for the purpose of changing or influencing control and are not held in connection with any transaction having that purpose, except as noted for nomination activities.
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