Shay Capital Reports 5.2% Stake in Xponential Fitness

Xponential Fitness, Inc. Schedule 13G shows Shay Capital LLC and Shay Capital Holdings LLC each reporting beneficial ownership of 2,162,531 shares of Class A common stock, representing 5.2% of the class.

Rhea-AI Filing Summary

Xponential Fitness, Inc. Schedule 13G shows Shay Capital LLC and Shay Capital Holdings LLC each reporting beneficial ownership of 2,162,531 shares of Class A common stock, representing 5.2% of the class. The filing lists sole voting and dispositive power for each Filer and is signed by the company's CFO.

Insights

Institutional Ownership Analyst

Shay Capital reports a 5.2% stake via two Delaware entities.

The filing states each of Shay Capital LLC and Shay Capital Holdings LLC beneficially owns 2,162,531 shares with sole voting and dispositive power. The reported percentage is 5.2% of Class A common stock.

This is a passive ownership disclosure under Schedule 13G-style reporting; cashflow treatment and intent beyond ownership are not stated in the excerpt. Subsequent filings or amendments would show changes in stake or intent.

Key Figures

Shares reported per Filer: 2,162,531 shares Percent of class: 5.2% CUSIP: 98422X101 +2 more

5 metrics

Shares reported per Filer 2,162,531 shares Amount beneficially owned by each Filer

Percent of class 5.2% Percent of Class A common stock reported by each Filer

CUSIP 98422X101 Class A common stock identifier

Filing type Schedule 13G Beneficial ownership disclosure

Signature date 06/01/2026 Date the filing was signed by CFO

Key Terms

Schedule 13G, Beneficially owned, Sole dispositive power

3 terms

Schedule 13G regulatory

"Item 1. (a) Name of issuer: Xponential Fitness, Inc."

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Beneficially owned financial

"Item 4. (a) Amount beneficially owned: See Item 9 of the cover page"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole dispositive power financial

"7 | Sole Dispositive Power 2,162,531.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Shay Capital report in XPOF?

Shay Capital LLC and Shay Capital Holdings LLC each report 2,162,531 shares, representing 5.2% of Class A common stock. The filing lists sole voting and sole dispositive power for each Filer.

What form was filed for Shay Capital's disclosure?

The disclosure was filed on a Schedule 13G covering Class A common stock (CUSIP 98422X101). The filing identifies the Filers' principal business address in New York.

Who signed the Schedule 13G for these filings?

The signature blocks show Elan Foxman, Chief Financial Officer, signed the filing on 06/01/2026. The filing includes a Joint Filing Agreement as Exhibit 1.

Does the filing state whether shares are held directly or indirectly?

The cover page lists both entities as Delaware-organized Filers with sole voting and dispositive power over 2,162,531 shares. The excerpt does not add further footnote detail about direct versus indirect holdings.

What CUSIP and class are covered by the filing?

The filing covers Class A common stock, par value $0.0001, with CUSIP 98422X101. The issuer is identified as Xponential Fitness, Inc. with an Irvine, California address.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/01/2026 - 11:47 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Xponential Fitness, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

98422X101

(CUSIP Number)

05/22/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 98422X101

1

Names of Reporting Persons

Shay Capital 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 2,162,531.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,162,531.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,162,531.00

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)

5.2 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 98422X101

1

Names of Reporting Persons

Shay Capital Holdings 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 2,162,531.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,162,531.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,162,531.00

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)

5.2 %

12

Type of Reporting Person (See Instructions)

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: Shay Capital LLC Shay Capital Holdings LLC Each a "Filer".
(b)	Address or principal business office or, if none, residence: The principal business address of each Filer is 280 Park Avenue, 5th Floor West, New York, NY 10017.
(c)	Citizenship: Shay Capital LLC and Shay Capital Holdings LLC - Delaware
(d)	Title of class of securities: Class A common stock, par value $0.0001 per share
(e)	CUSIP Number(s): 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: See Item 9 of the cover page for each Filer.
(b)	Percent of class: See Item 11 of the cover page for each Filer.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 of the cover page for each Filer.
	(ii) Shared power to vote or to direct the vote: See Item 6 of the cover page for each Filer.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 of the cover page for each Filer.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 of the cover page for each Filer.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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.

Shay Capital LLC

Signature:	Elan Foxman
Name/Title:	Chief Financial Officer
Date:	06/01/2026

Shay Capital Holdings LLC

Signature:	Elan Foxman
Name/Title:	Chief Financial Officer
Date:	06/01/2026

Exhibit Information

Exhibit 1: Joint Filing Agreement