Xponential Fitness: Morgan Stanley reports 7% stake

Available on EDGAR 11/13/2026 - 05:18 PM EST Accepted by SEC EDGAR 11/13/2026 - 05:18 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Xponential Fitness, Inc. (XPOF) is the issuer of the Class A common stock for which Morgan Stanley and Morgan Stanley Capital Services LLC reported beneficial ownership as of September 30, 2026. Morgan Stanley reported beneficial ownership of 2,974,291 shares, or 7.0% of the class; Morgan Stanley Capital Services LLC reported 2,224,019 shares, or 5.3%.

The report covers securities beneficially owned, or that may be deemed beneficially owned, by certain Morgan Stanley operating units. It excludes securities held by operating units whose ownership is disaggregated under the cited SEC release.

Key Figures

Morgan Stanley beneficial ownership: 2,974,291 shares Morgan Stanley ownership of class: 7.0% Morgan Stanley shared voting power: 2,953,637 shares +5 more

8 metrics

Morgan Stanley beneficial ownership 2,974,291 shares As of September 30, 2026

Morgan Stanley ownership of class 7.0% As of September 30, 2026

Morgan Stanley shared voting power 2,953,637 shares As of September 30, 2026

Morgan Stanley shared dispositive power 2,974,291 shares As of September 30, 2026

Morgan Stanley Capital Services LLC beneficial ownership 2,224,019 shares As of September 30, 2026

Morgan Stanley Capital Services LLC ownership of class 5.3% As of September 30, 2026

Morgan Stanley Capital Services LLC shared voting power 2,224,019 shares As of September 30, 2026

Morgan Stanley Capital Services LLC shared dispositive power 2,224,019 shares As of September 30, 2026

Key Terms

beneficially owned, Shared Voting Power, Shared Dispositive Power

3 terms

beneficially owned regulatory

"Aggregate Amount Beneficially Owned: 2,974,291 shares"

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.

Shared Voting Power regulatory

"Shared Voting Power: 2,953,637 shares"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

Shared Dispositive Power regulatory

"Shared Dispositive Power: 2,974,291 shares"

FAQ

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

How many XPOF shares did Morgan Stanley report beneficially owning?

Morgan Stanley reported beneficial ownership of 2,974,291 shares of Xponential Fitness Class A common stock, representing 7.0% of the class as of September 30, 2026.

How many XPOF shares did Morgan Stanley Capital Services LLC report beneficially owning?

Morgan Stanley Capital Services LLC reported beneficial ownership of 2,224,019 shares of Xponential Fitness Class A common stock, representing 5.3% of the class as of September 30, 2026.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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

(Title of Class of Securities)

98422X101

(CUSIP Number)

09/30/2026

(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

Morgan Stanley

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 2,953,637.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,974,291.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,974,291.00

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)

7.0 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP Number(s): 98422X101

1

Names of Reporting Persons

Morgan Stanley Capital Services 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 2,224,019.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,224,019.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,224,019.00

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)

5.3 %

12

Type of Reporting Person (See Instructions)

BD, CO

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: 1: Morgan Stanley 2: Morgan Stanley Capital Services LLC
(b)	Address or principal business office or, if none, residence: 1: 1585 Broadway, New York, NY 10036 ;2: 1585 Broadway, New York, NY 10036
(c)	Citizenship: 1: Delaware 2: Delaware
(d)	Title of class of securities: Class A Common Stock
(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 the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: 7.0 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
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.
	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 Exhibit 99.2
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. * In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

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.

Morgan Stanley

Signature:	Claire Gordon
Name/Title:	Authorized Signatory, Morgan Stanley
Date:	11/13/2026

Morgan Stanley Capital Services LLC

Signature:	Claire Gordon
Name/Title:	Authorized Signatory, Morgan Stanley Capital Services LLC
Date:	11/13/2026

Exhibit Information

EXHIBIT NO. EXHIBITS ------------------ ------------------------------------ 99.1 Joint Filing Agreement 99.2 Item 7 Information * Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).