XPOF تصريحات هيئة الأوراق المالية والبورصات - Xponential Fitness, Inc.- التقرير السنوي، بيان التوكيل، نشرة الإصدار

الإحصائيات الأساسية

CIK

1802156

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Xponential Fitness, Inc.

SEC Filings (Chronological Order)

توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.

September 5, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2025 XPONENTIAL FITN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2025 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation) (Commiss
August 27, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 XPONENTIAL FITNES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation) (Commissio
August 27, 2025	EX-99.1	Xponential Fitness, Inc. Appoints Rachel Lee to its Board of Directors EX-99.1 Exhibit 99.1 Xponential Fitness, Inc. Appoints Rachel Lee to its Board of Directors IRVINE Calif., August 27, 2025 – Xponential Fitness, Inc. (NYSE: XPOF) (“Xponential” or “the Company”), one of the leading global franchisors of boutique health and wellness brands, today announced that Rachel Lee has been appointed to the Company’s Board of Directors (“the Board”), effective August 25, 202
August 8, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40638 Xponential Fitness, Inc.
August 7, 2025	EX-99.1	Xponential Fitness, Inc. Announces Appointment of Mike Nuzzo as Chief Executive Officer EX-99.1 Exhibit 99.1 Xponential Fitness, Inc. Announces Appointment of Mike Nuzzo as Chief Executive Officer IRVINE, Calif., August 7, 2025 - Xponential Fitness, Inc. (NYSE: XPOF) (the “Company” or “Xponential Fitness”), one of the leading global franchisors of boutique health and wellness brands, today announced that its Board of Directors has unanimously appointed Mike Nuzzo as Chief Executive O
August 7, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 XPONENTIAL FITNESS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizat
August 7, 2025	EX-99.1	Xponential Fitness, Inc. Announces Second Quarter 2025 Financial Results EX-99.1 Exhibit 99.1 Xponential Fitness, Inc. Announces Second Quarter 2025 Financial Results • System-wide sales1 of $473.5 million in Q2 2025 increased 12% year-over-year • Quarterly AUV (run rate)2 of $659,000 in Q2 2025 grew 3% year-over-year, while total members of 863,000 were up 8% • Opened 86 gross new studios in Q2 2025 IRVINE, Calif., August 7, 2025 – Xponential Fitness, Inc. (NYSE: XPOF
August 7, 2025	EX-10.1	Employment Agreement dated July 30, 2025, between the Company and Mike Nuzzo. EX-10.1 Exhibit 10.1 Employment Agreement This Employment Agreement (this “Agreement”) is dated as of July 30, 2025, and is made by and between Xponential Fitness, LLC, a Delaware limited liability company (the “Company”), and Mike Nuzzo (“Executive”). Witnesseth: Whereas, the Company desires to continue to employ Executive, and Executive desires to continue to be so employed, in each case, on the
August 7, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 XPONENTIAL FITNESS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizat
July 28, 2025	EX-99.1	Xponential Fitness, Inc. Announces Divestiture of CycleBar and Rumble Brands EX-99.1 Exhibit 99.1 Xponential Fitness, Inc. Announces Divestiture of CycleBar and Rumble Brands IRVINE, Calif., July 28, 2025—Xponential Fitness, Inc. (NYSE: XPOF) (the “Company” or “Xponential Fitness”), one of the leading global franchisors of boutique health and wellness brands, today announced that it has completed the divestiture of CycleBar and Rumble to Extraordinary Brands, LLC. “Divesti
July 28, 2025	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation) (Commission
July 10, 2025	EX-10.1	Retail Supply Agreement dated July 3, 2025, between the Company and Fit Commerce, a California Corporation (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on July 10, 2025). Exhibit 10.1 Portions of this agreement (indicated by “[***]”) have been omitted as the Registrant has determined that: (i) the omitted information is not material; and (ii) the omitted information is the type that the Registrant treats as private or confidential. RETAIL SUPPLY AGREEMENT THIS RETAIL SUPPLY AGREEMENT (this “Agreement”) is entered into as of July 3, 2025, (the “Execution Date”) with
July 10, 2025	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2025 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation) (Commission F
July 2, 2025	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2025 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation) (Commission F
June 17, 2025	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2025 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation) (Commission
June 17, 2025	EX-99.1	Xponential Fitness, Inc. Appoints Lily Yang to its Board of Directors EX-99.1 Exhibit 99.1 Xponential Fitness, Inc. Appoints Lily Yang to its Board of Directors IRVINE Calif., June 17, 2025 – Xponential Fitness, Inc. (NYSE: XPOF) (“Xponential” or “the Company), one of the leading global franchisors of boutique health and wellness brands, today announced that Lily Yang has been appointed to the Company’s Board of Directors (“the Board”), effective June 16, 2025. Ms.
May 29, 2025	EX-99.1	Legal Disclaimer The information contained in this presentation is provided solely for the purpose of acquainting the readers with Xponential Fitness, Inc. (the “Company,” “Xponential” or “we”) and its business operations, strategies and financial pe EX-99.1 Exhibit 99.1 One of the Leading Global Franchisors of Boutique Health & Wellness Brands Legal Disclaimer The information contained in this presentation is provided solely for the purpose of acquainting the readers with Xponential Fitness, Inc. (the “Company,” “Xponential” or “we”) and its business operations, strategies and financial performance. This presentation and any accompanying oral
May 29, 2025	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizatio
May 22, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 XPONENTIAL FITNESS, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizatio
May 15, 2025	EX-99.1	Xponential Fitness, Inc. Announces CEO Retirement and Transition Plan EX-99.1 Exhibit 99.1 Xponential Fitness, Inc. Announces CEO Retirement and Transition Plan • Mark King Intends to Retire • Will Continue to Serve Until a Successor is Appointed • Board of Directors Is Conducting a Succession Planning Process IRVINE, Calif., May 15, 2025 – Xponential Fitness, Inc. (NYSE: XPOF) (“Xponential” or the “Company”), one of the leading global franchisors of boutique health
May 15, 2025	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizatio
May 9, 2025	EX-10.1	Eighth Amendment, dated as of March 14, 2025, to the Credit Agreement, by and among the Company, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners. Exhibit 10.1 Execution Version EIGHTH AMENDMENT TO FINANCING AGREEMENT EIGHTH AMENDMENT TO FINANCING AGREEMENT, dated as of March 14, 2025 (this “Amendment”), to the Financing Agreement, dated as of April 19, 2021 (as amended by the First Amendment to Financing Agreement, dated as of July 27, 2021, as amended by the Second Amendment to Financing Agreement, dated as of October 8, 2021, as amended b
May 9, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40638 Xponential Fitness, Inc.
May 8, 2025	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organization
May 8, 2025	EX-99.1	Xponential Fitness, Inc. Announces First Quarter 2025 Financial Results Exhibit 99.1 Xponential Fitness, Inc. Announces First Quarter 2025 Financial Results • System-wide sales1 of $466.8 million in Q1 2025 increased 18% year-over-year • Quarterly AUV (run rate)2 of $659,000 in Q1 2025 grew 8% year-over-year, while total members of 865,000 were up 12% • Opened 116 gross new studios in Q1 2025 IRVINE, Calif., May 8, 2025 – Xponential Fitness, Inc. (NYSE: XPOF) (“Xponen
April 25, 2025	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
April 25, 2025	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
April 25, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
March 17, 2025	8-K	Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2025 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizat
March 14, 2025	EX-10.31	Joinder Agreement to the Tax Receivable Agreement, dated as of November 15, 2024, by and among Xponential Fitness, Inc. and Parallaxes Xenon, LLC. Exhibit 10.31 JOINDER AGREEMENT This JOINDER AGREEMENT (this “Joinder”) to the Tax Receivable Agreement (as defined below), dated as of November 15, 2024, by and among Xponential Fitness, Inc., a Delaware corporation (the “Corporate Taxpayer”), and Parallaxes Xenon, LLC (“Permitted Transferee”). WHEREAS, on the date hereof (the “Effective Date”), Permitted Transferee shall acquire (the “Acquisitio
March 14, 2025	EX-10.32	Waiver, dated as of March 10, 2025, by and among the Company, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners. Exhibit 10.32 Waivers March 10, 2025 WHEREAS, Xponential Fitness LLC, a Delaware limited liability company (the “Borrower”), is party to the Financing Agreement, dated as of April 19, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Xponential Intermediate Holdings, LLC, a Delaware limited liability company (the “Parent”), t
March 14, 2025	EX-21.1	Subsidiaries of Registrant. Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Xponential Intermediate Holdings, LLC Delaware Xponential Fitness LLC Delaware Club Pilates Franchise, LLC Delaware Stretch Lab Franchise, LLC Delaware CycleBar Holdco, LLC Delaware CycleBar Worldwide Inc. Ohio CycleBar Canada Franchising, ULC Canada CycleBar Franchising, LLC Ohio Yoga Six Franchise LLC De
March 14, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40638 Xponential Fitn
March 14, 2025	EX-19.1	Xponential Fitness, Inc.'s Statement of Policy Concerning Trading in Company Securities. Exhibit 19.1 XPONENTIAL FITNESS, INC. Statement of Policy Concerning Trading in Company Securities Version: October 30, 2024 I. SUMMARY OF POLICY CONCERNING TRADING IN COMPANY SECURITIES It is Xponential Fitness, Inc.’s and its subsidiaries’ (collectively, the “Company”) policy that it will, without exception, comply with all applicable laws and regulations in conducting its business. Each employe
March 13, 2025	EX-99.1	Xponential Fitness, Inc. Announces Fourth Quarter and Full Year 2024 Financial Results Exhibit 99.1 Xponential Fitness, Inc. Announces Fourth Quarter and Full Year 2024 Financial Results • System-wide sales1 of $464.7 million in Q4 2024 increased 21% year-over-year • Quarterly AUV (run rate)2 of $668,000 in Q4 2024 grew 9% year-over-year, while total members of 813,000 were up 15% • Sold 400 franchise licenses and opened 464 gross new studios in 2024 • Announces restatement of 2023
March 13, 2025	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizat
February 14, 2025	EX-24.2	POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 EX-24.2 3 tm255579d4ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of Adam Deaton, Anne Dinning, Edward Fishman, Alexis Halaby, Edwin Jager, Martin Lebwohl, Daniel Marcus, Anoop Prasad, Maximilian Stone
February 14, 2025	EX-99.1	JOINT FILING AGREEMENT EX-99.1 4 tm255579d4ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A
February 14, 2025	EX-24.1	POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 EX-24.1 2 tm255579d4ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of Adam Deaton, Anne Dinning, Edward Fishman, Alexis Halaby, Edwin Jager, Martin Lebwohl, Daniel Marcus, Anoop Prasad, Maximilian Stone
January 17, 2025	EX-10.2	Employment Agreement dated January 13, 2025, between the Company and Tim Weiderhoft. Exhibit 10.2 Employment Agreement This Employment Agreement (this “Agreement”) is dated as of January 13, 2025, and is made by and between Xponential Fitness, LLC, a Delaware limited liability company (the “Company”), and Tim Weiderhoft (“Executive”). Witnesseth: Whereas, the Company desires to continue to employ Executive, and Executive desires to continue to be so employed, in each case, on the
January 17, 2025	EX-99.1	Xponential Fitness Announces Executive Leadership Appointments Exhibit 99.1 Xponential Fitness Announces Executive Leadership Appointments IRVINE, Calif. – January 15, 2025 – Xponential Fitness, Inc. (NYSE: XPOF) (the “Company” or “Xponential Fitness”), one of the leading global franchisors of boutique health and wellness brands, today announced the appointment of four seasoned executives to its leadership team. The appointments include John Kawaja as Preside
January 17, 2025	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2025 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organiz
January 17, 2025	EX-10.1	Employment Agreement dated January 13, 2025, between the Company and John Kawaja. Exhibit 10.1 Employment Agreement This Employment Agreement (this “Agreement”) is dated as of January 13, 2025, and is made by and between Xponential Fitness, LLC, a Delaware limited liability company (the “Company”), and John Kawaja (“Executive”). Witnesseth: Whereas, the Company desires to continue to employ Executive, and Executive desires to continue to be so employed, in each case, on the ter
December 12, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation) (Commissi
November 26, 2024	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Num
November 26, 2024	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No.
November 22, 2024	SC 13D/A	XPOF / Xponential Fitness, Inc. / Grabowski Mark - SC 13D/A Activist Investment SC 13D/A 1 d769861dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* XPONENTIAL FITNESS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98422X101 (CUSIP Number) Mark Grabowski 781 Boston Post Rd. #1313 Madison, CT 06443 Teleph
November 21, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 XPONENTIAL FITN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation) (Commiss
November 19, 2024	EX-99.8	ASSIGNMENT AND ASSUMPTION AGREEMENT EX-99.8 2 ex8.htm EXHIBIT 8 - ASSIGNMENT AND ASSUMPTION AGREEMENT Exhibit 8 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment and Assumption” or “Agreement”), dated as of November 15, 2024 is made and entered into by and among Parallaxes Xenon, LLC, a Delaware limited liability company (“Purchaser”) and Anthony Geisler, The Anthony Geisler Trust U/A Dat
November 19, 2024	SC 13D/A	XPOF / Xponential Fitness, Inc. / Geisler Anthony - SCHEDULE 13D, AMENDMENT NO. 4 Activist Investment SC 13D/A 1 sc13da4.htm SCHEDULE 13D, AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* XPONENTIAL FITNESS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98422X101 (CUSIP Number) Anthony Geisler 6789 Quail Hill Parkway #408 Irvine
November 19, 2024	EX-99.9	JOINDER AGREEMENT EX-99.9 3 ex9.htm EXHIBIT 9 - JOINDER AGREEMENT TO THE TAX RECEIVABLE AGREEMENT Exhibit 9 JOINDER AGREEMENT This JOINDER AGREEMENT (this “Joinder”) to the Tax Receivable Agreement (as defined below), dated as of November 15, 2024, by and among Xponential Fitness, Inc., a Delaware corporation (the “Corporate Taxpayer”), and Parallaxes Xenon, LLC (“Permitted Transferee”). WHEREAS, on the date hereof
November 18, 2024	EX-99.1	Xponential Fitness, Inc. Appoints Bruce Haase to its Board of Directors Exhibit 99.1 Xponential Fitness, Inc. Appoints Bruce Haase to its Board of Directors IRVINE Calif., November 18, 2024 – Xponential Fitness, Inc. (NYSE: XPOF) (“Xponential” or “the Company), one of the leading global franchisors of boutique health and wellness brands, today announced that Bruce Haase has been appointed to the Company’s Board of Directors, effective November 16, 2024. Mr. Haase will
November 18, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2024 XPONENTIAL FITN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation) (Commiss
November 14, 2024	EX-99.3	JOINT FILING AGREEMENT EX-99.3 4 tm2427841d7ex-3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class
November 14, 2024	SC 13G	XPOF / Xponential Fitness, Inc. / Nut Tree Capital Management, LP - SC 13G Passive Investment SC 13G 1 ef20038374sc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Xponential Fitness, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98422X101 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the
November 14, 2024	SC 13G	XPOF / Xponential Fitness, Inc. / AMERIPRISE FINANCIAL INC - SC 13G Passive Investment SC 13G 1 d848148dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 Xponential Fitness, Inc (Name of Issuer) Class A Common Stock (Title of Class of Securities) 98422X101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant
November 14, 2024	SC 13G/A	XPOF / Xponential Fitness, Inc. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm2427841d7sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 4)* 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) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Che
November 14, 2024	EX-99.1	POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 EX-99.1 2 tm2427841d7ex-1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of Adam Deaton, Anne Dinning, Edward Fishman, Alexis Halaby, Edwin Jager, Martin Lebwohl, Daniel Marcus, Anoop Prasad, Maximilian Sto
November 14, 2024	EX-99.II	to Schedule 13G Joint Filing Agreement EX-99.II 3 d848148dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated November 14, 2024 in connection with their beneficial ownership of Xponential Fitness, Inc. Each of Columbia Wanger Asset Management, LLC and Columbia Management Investment Advisers, LLC authorizes Ameripri
November 14, 2024	EX-99.I	to Schedule 13G EX-99.I 2 d848148dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. Investment Adviser –
November 14, 2024	EX-99.2	POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 EX-99.2 3 tm2427841d7ex-2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of Adam Deaton, Anne Dinning, Edward Fishman, Alexis Halaby, Edwin Jager, Martin Lebwohl, Daniel Marcus, Anoop Prasad, Maximilian Sto
November 12, 2024	EX-10.1	Seventh Amendment, dated as of August 23, 2024, to the Credit Agreement, by and among the Company, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners. Exhibit 10.1 SEVENTH AMENDMENT TO FINANCING AGREEMENT SEVENTH AMENDMENT TO FINANCING AGREEMENT, dated as of August 23, 2024 (this “Amendment”), to the Financing Agreement, dated as of April 19, 2021 (as amended by the First Amendment to Financing Agreement, dated as of July 27, 2021, as amended by the Second Amendment to Financing Agreement, dated as of October 8, 2021, as amended by the Third Ame
November 12, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40638 Xponential Fitness, Inc.
November 7, 2024	EX-99.1	Xponential Fitness, Inc. Announces Third Quarter 2024 Financial Results Exhibit 99.1 Xponential Fitness, Inc. Announces Third Quarter 2024 Financial Results • System-wide sales1 of $431.2 million in Q3 2024 increased 21% year-over-year • Quarterly AUV (run rate)2 of $631,000 in Q3 2024 grew 8% year-over-year, while total members of 827,000 were up 16% • Sold 84 franchise licenses and opened 125 gross new studios in Q3 2024 IRVINE, Calif.—(BUSINESS WIRE)— Xponential Fi
November 7, 2024	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organiz
November 4, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organiz
November 4, 2024	CORRESP	Appendix A: Enhanced Disclosures CORRESP November 4, 2024 Via EDGAR Submission Ms. Aamira Chaudhry Mr. Doug Jones U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Xponential Fitness, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Form 10-Q for Fiscal Quarter Ended June 30, 2024 File No. 001-40638 Dear Ms. Chaudhry and Mr. Jones
September 24, 2024	CORRESP	September 24, 2024 CORRESP September 24, 2024 Via EDGAR Submission Ms. Aamira Chaudhry Mr. Doug Jones U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Xponential Fitness, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Form 10-Q for Fiscal Quarter Ended June 30, 2024 File No. 001-40638 Dear Ms. Chaudhry and Mr. Jon
September 10, 2024	CORRESP	September 10, 2024 CORRESP September 10, 2024 Via EDGAR Submission Ms. Aamira Chaudhry Mr. Doug Jones U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Xponential Fitness, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Form 10-Q for Fiscal Quarter Ended June 30, 2024 File No. 001-40638 Dear Ms. Chaudhry and Mr. Jon
September 10, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2024 XPONENTIAL FITN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organi
August 27, 2024	8-K	Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organiza
August 5, 2024	EX-10.2	Non-Employee Director Compensation Policy, dated July 1, 2024. Exhibit 10.2 XPONENTIAL FITNESS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY This sets forth the Non-Employee Director Compensation Policy (the “Policy”) of Xponential Fitness, Inc. (the “Company”), as adopted by the Board of Directors of the Company (the “Board”). The cash compensation and equity awards described in this Policy shall be paid or be granted, as applicable, automatically and with
August 5, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40638 Xponential Fitness, Inc.
August 1, 2024	EX-99.1	Xponential Fitness, Inc. Announces Second Quarter 2024 Financial Results Xponential Fitness, Inc. Announces Second Quarter 2024 Financial Results • Sold 87 franchise licenses and opened 108 new studios in Q2 2024 • Quarterly run-rate average unit volume (AUV)3 of $638,000 in Q2 2024 grew 10% year-over-year, while total members of 801,000 were up 17% • Lowered guidance for studio openings, revenue and Adjusted EBITDA4 in light of second quarter shortfall and current bus
August 1, 2024	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizat
July 22, 2024	CORRESP	July 22, 2024 July 22, 2024 Via EDGAR Submission Ms. Aamira Chaudhry Mr. Doug Jones U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Xponential Fitness, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 File No. 001-40638 Dear Ms. Chaudhry and Mr. Jones: Xponential Fitness, Inc., a Delaware corporation (the “Com
July 15, 2024	CORRESP	July 15, 2024 CORRESP July 15, 2024 Via EDGAR Submission Ms. Aamira Chaudhry Mr. Doug Jones U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Xponential Fitness, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 File No. 001-40638 Dear Ms. Chaudhry and Mr. Jones: Xponential Fitness, Inc., a Delaware corporation (
June 18, 2024	SC 13D/A	XPOF / Xponential Fitness, Inc. / Geisler Anthony - SCHEDULE 13D, AMENDMENT NO. 3 Activist Investment SC 13D/A 1 sc13da.htm SCHEDULE 13D, AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* XPONENTIAL FITNESS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98422X101 (CUSIP Number) Anthony Geisler 6789 Quail Hill Parkway #408 Irvine,
June 17, 2024	EX-10.1	Employment Agreement dated June 17, 2024, between the Company and Mark King. Exhibit 10.1 Employment Agreement This Employment Agreement (this “Agreement”) is dated as of June 17, 2024, and is made by and between Xponential Fitness, LLC, a Delaware limited liability company (the “Company”), and Mark King (“Executive”). Witnesseth: Whereas, the Company desires to continue to employ Executive, and Executive desires to continue to be so employed, in each case, on the terms an
June 17, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2024 XPONENTIAL FITNESS, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizati
June 17, 2024	EX-99.1	Xponential Fitness Announces Appointment of Mark King as Chief Executive Officer EX-99.1 Exhibit 99.1 Xponential Fitness Announces Appointment of Mark King as Chief Executive Officer IRVINE, Calif., (BUSINESS WIRE) June 17, 2024 - Xponential Fitness, Inc. (NYSE: XPOF) (the “Company” or “Xponential Fitness”), one of the leading global franchisors of boutique health and wellness brands, today announced that its Board of Directors has unanimously appointed Mark King as Chief Exec
May 31, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizatio
May 17, 2024	EX-99.1	Xponential Fitness Provides Update on Leadership Transition Anthony Geisler Resigns as CEO Exhibit 99.1 Xponential Fitness Provides Update on Leadership Transition Anthony Geisler Resigns as CEO IRVINE, Calif., May 17, 2024 – Xponential Fitness, Inc. (NYSE: XPOF) (“Xponential” or the “Company”), today announced that Anthony Geisler has resigned as Chief Executive Officer of Xponential. Brenda Morris will continue to serve as Xponential’s Interim Chief Executive Officer. The Board has in
May 17, 2024	DEFA14A	UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
May 17, 2024	8-K/A	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizat
May 10, 2024	EX-99.1	Xponential Fitness Appoints Brenda Morris as Interim CEO Board of Directors Removes Anthony Geisler from CEO Duties, Discloses Investigation, and Reaffirms Guidance Exhibit 99.1 Xponential Fitness Appoints Brenda Morris as Interim CEO Board of Directors Removes Anthony Geisler from CEO Duties, Discloses Investigation, and Reaffirms Guidance IRVINE, Calif., May 10, 2024 – Xponential Fitness, Inc. (NYSE: XPOF) (“Xponential” or the “Company”), today announced that the Company’s Board of Directors has appointed Brenda Morris, an experienced C-Suite executive and
May 10, 2024	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizatio
May 7, 2024	CORRESP	May 7, 2024 CORRESP May 7, 2024 Via EDGAR Submission Ms. Aamira Chaudhry Mr. Doug Jones U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Xponential Fitness, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 File No. 001-40638 Dear Ms. Chaudhry and Mr. Jones: Xponential Fitness, Inc., a Delaware corporation (th
May 6, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40638 Xponential Fitness, Inc.
May 6, 2024	EX-10.1	Sixth Amendment, dated as of February 13, 2024, to the Credit Agreement, by and among the Company, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners. #97889169v6 Exhibit 10.1 SIXTH AMENDMENT TO FINANCING AGREEMENT SIXTH AMENDMENT TO FINANCING AGREEMENT, dated as of February 13, 2024 (this “Amendment”), to the Financing Agreement, dated as of April 19, 2021 (as amended by the First Amendment to Financing Agreement, dated as of July 27, 2021, as amended by the Second Amendment to Financing Agreement, dated as of October 8, 2021, as amended by the
May 2, 2024	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organization
May 2, 2024	EX-99.1	Xponential Fitness, Inc. Announces First Quarter 2024 Financial Results Exhibit 99.1 Xponential Fitness, Inc. Announces First Quarter 2024 Financial Results • Grew Q1 2024 revenue 12% and North America system-wide sales1 25%, compared to Q1 2023 • Sold 173 franchise licenses and opened 111 new studios in Q1 2024 • For full year 2024, Company reaffirms outlook of 550 new studio openings, $1.710 billion in system-wide sales, 8% growth in revenue and 31% growth in Adjust
April 18, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
April 18, 2024	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
April 11, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation) (Commission
April 11, 2024	EX-99.1	Xponential Fitness, Inc. Appoints Jeffrey Lawrence to its Board of Directors Exhibit 99.1 NOT FOR IMMEDIATE RELEASE Xponential Fitness, Inc. Appoints Jeffrey Lawrence to its Board of Directors IRVINE Calif., April 11, 2024 – Xponential Fitness, Inc. (NYSE: XPOF) (“Xponential” or “the Company), the largest global franchisor of health and wellness brands, today announced that Jeffrey Lawrence has been appointed to the Company’s Board of Directors, effective April 10, 2024. M
March 15, 2024	CORRESP	************************* CORRESP March 14, 2024 Via EDGAR Submission Ms. Aamira Chaudhry Mr. Doug Jones U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Xponential Fitness, Inc. Form 10-K for Fiscal Year Ended December 31, 2022 Form 10-Q for Fiscal Quarter Ended June 30, 2023 File No. 001-40638 Dear Ms. Chaudhry and Mr. Jones:
March 4, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40638 Xponential Fitn
March 4, 2024	EX-10.27	Employment Agreement dated as of October 9, 2023 by and between Xponential Fitness, LLC and Andrew Hagopian. Exhibit 10.27 Employment Agreement This Employment Agreement (this "Agreement") is dated as of October 9, 2023, and is made by and between Xponential Fitness, LLC, a Delaware limited liability company (the "Company"), and Andrew Hagopian ("Executive"). Witnesseth: Whereas, the Company desires to continue to employ Executive, and Executive desires to continue to be so employed, in each case, on the
March 4, 2024	EX-97	Policy Regarding the Recoupment of Certain Compensation Payments, dated October 26, 2023 Exhibit 97 Policy Regarding the Recoupment of Certain Compensation Payments As Adopted by the Board of Directors Effective as of October 26, 2023 In the event Xponential Fitness, Inc.
March 4, 2024	EX-21.1	Subsidiaries of Registrant. Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Xponential Intermediate Holdings, LLC Delaware Xponential Fitness LLC Delaware Club Pilates Franchise, LLC Delaware Stretch Lab Franchise, LLC Delaware CycleBar Holdco, LLC Delaware CycleBar Worldwide Inc. Ohio CycleBar Canada Franchising, ULC Canada CycleBar Franchising, LLC Ohio Yoga Six Franchise LLC De
February 29, 2024	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organi
February 29, 2024	EX-99.1	Xponential Fitness, Inc. Consolidated Balance Sheets (in thousands, except per share amounts) December 31, 2023 2022 Assets Current Assets: Cash, cash equivalents and restricted cash $ 37,094 $ 37,370 Accounts receivable, net 32,751 25,555 Inventorie Exhibit 99.1 Xponential Fitness, Inc. Announces Fourth Quarter and Full Year 2023 Financial Results • Grew Q4 2023 revenue 27% and North America system-wide sales1 31%, compared to Q4 2022 • Grew full year 2023 revenue 30% and North America system-wide sales 36%, compared to full year 2022, exceeding the high end of the guidance range • Sold 805 franchise licenses and opened 557 new studios in 202
February 14, 2024	EX-99.1	Joint Filing Agreement dated February 14, 2024. EX-99.1 2 d648061dex991.htm EX-99.1 CUSIP NO. 98422X101 Exhibit 99.1 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13
February 14, 2024	EX-99.3	JOINT FILING AGREEMENT EX-99.3 4 tm245263d16ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A
February 14, 2024	8-K	Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organiz
February 14, 2024	SC 13G/A	XPOF / Xponential Fitness, Inc. / MSD Partners, L.P. - SC 13G/A Passive Investment SC 13G/A 1 d648061dsc13ga.htm SC 13G/A CUSIP NO. 98422X101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Xponential Fitness, Inc. (Name of Issuer) Class A Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 98422X101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires
February 14, 2024	SC 13G/A	XPOF / Xponential Fitness, Inc. / REDWOOD CAPITAL MANAGEMENT, LLC Passive Investment SC 13G/A 1 d1097838713g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Chec
February 14, 2024	SC 13G/A	XPOF / Xponential Fitness, Inc. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm245263d16sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 3)* 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) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Chec
February 14, 2024	EX-99.1	POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 EX-99.1 2 tm245263d16ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,
February 14, 2024	EX-99.2	POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 EX-99.2 3 tm245263d16ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,
January 8, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 XPONENTIAL FITNES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organiza
January 8, 2024	EX-99.1	Xponential Fitness, Inc. Provides 2023 Operating Highlights EX-99.1 Exhibit 99.1 Xponential Fitness, Inc. Provides 2023 Operating Highlights • Xponential delivers $1.40 billion system-wide sales and 16% same store sales growth in 2023 IRVINE, Calif., January 8, 2024 – Xponential Fitness, Inc. (NYSE: XPOF), the largest global franchisor of health and wellness brands, today provided 2023 operating highlights ahead of the Company’s participation at the ICR 20
January 5, 2024	SC 13G	XPOF / Xponential Fitness, Inc. / Voss Capital, LLC - SCHEDULE 13G Passive Investment SC 13G 1 sc13g10925xpof01052024.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Xponential Fitness, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per shar
January 5, 2024	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 ex991to13g10925xpof01052024.htm JOINT FILING AGREEMENT, DATED JANUARY 5, 2024 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G dated January 5, 2024 with respect to the Class A common stock, $0.0001 par value per share, of Xponential Fitness, Inc., a Delaware corporation, and any further amendments thereto executed by each and any of the
December 11, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023 XPONENTIAL FITN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organi
December 8, 2023	SC 13G	XPOF / Xponential Fitness Inc - Class A / DRIEHAUS CAPITAL MANAGEMENT LLC Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1 )* Xponential Fitness, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 98422X101 (CUSIP Number) November 30, 2023 (Date of Event W
November 8, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40638 Xponential Fitness, Inc.
November 8, 2023	EX-10.1	Fifth Amendment, dated as of August 3, 2023, to the Credit Agreement, by and among the Company, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners. Exhibit 10.1 FIFTH AMENDMENT TO FINANCING AGREEMENT FIFTH AMENDMENT TO FINANCING AGREEMENT, dated as of August 3, 2023 (this “Amendment”), to the Financing Agreement, dated as of April 19, 2021 (as amended by the First Amendment to Financing Agreement, dated as of July 27, 2021, as amended by the Second Amendment to Financing Agreement, dated as of October 8, 2021, as amended by the Third Amendmen
November 7, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organiz
November 7, 2023	EX-99.1	Xponential Fitness, Inc. Announces Third Quarter 2023 Financial Results Exhibit 99.1 Xponential Fitness, Inc. Announces Third Quarter 2023 Financial Results • Company raises full year 2023 guidance for revenue and tightens top end ranges for new studio openings, system-wide sales and Adjusted EBITDA(4) • Grew Q3 2023 revenue 26% and North America system-wide sales1 35%, compared to Q3 2022 • Sold 216 franchise licenses and opened 127 new studios in Q3 2023 • Sold 6,08
September 26, 2023	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2023 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organ
August 9, 2023	EX-10.1	Confirmation—Issuer Forward Repurchase Transaction, between the Company and Bank of America, N.A., dated August 8, 2023. Exhibit 10.1 August 8, 2023 To: Xponential Fitness, Inc. 17877 Von Karman Avenue Suite 100 Irvine, CA 92614 Attn: John Meloun Telephone: 480 307-1675 Email: [email protected] From: Bank of America, N.A. Bank of America Tower at One Bryant Park New York, New York 10036 Attn: Robert Stewart, Assistant General Counsel Telephone: 646-855-0711 Email: [email protected] Re: Issuer Forward Repur
August 9, 2023	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizat
August 7, 2023	EX-10.2	Waiver, dated as of June 30, 2023, by and among the Company and the MSD entities, to the credit agreement by and among the Company, Wilmington Trust National association, as administrative agent, and the lenders party thereto, including certain entities affiliated with MSD Partners. Exhibit 10.2 Waivers As of June 30, 2023, each of Xponential Fitness, Inc., a Delaware corporation, Xponential Intermediate Holdings, LLC, a Delaware limited liability company (the “Parent”), Xponential Fitness LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary (as defined in the Financing Agreement (defined below)) of Parent listed as a "Borrower" on the signature pages t
August 7, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40638 Xponential Fitness, Inc.
August 7, 2023	EX-10.3	Waiver, dated as of June 30, 2023, by and among the Company and DE Shaw, to the credit agreement by and among the Company, Wilmington Trust National association, as administrative agent, and the lenders party thereto, including certain entities affiliated with MSD Partners. Exhibit 10.3 Waivers As of June 30, 2023, each of Xponential Fitness, Inc., a Delaware corporation, Xponential Intermediate Holdings, LLC, a Delaware limited liability company (the “Parent”), Xponential Fitness LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary (as defined in the Financing Agreement (defined below)) of Parent listed as a "Borrower" on the signature pages t
August 7, 2023	EX-10.1	Non-Employee Director Compensation Policy, dated April 25, 2023. Exhibit 10.1 XPONENTIAL FITNESS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY This sets forth the Non-Employee Director Compensation Policy (the “Policy”) of Xponential Fitness, Inc. (the “Company”), as adopted by the Board of Directors of the Company (the “Board”). The cash compensation and equity awardsdescribed in this Policy shallbe paid or be granted, as applicable, automatically and withou
August 7, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2023 XPONENTIAL FITNESS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2023 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizat
August 3, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 XPONENTIAL FITNESS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizat
August 3, 2023	EX-99.1	Xponential Fitness, Inc. Announces Second Quarter 2023 Financial Results EX-99.1 Exhibit 99.1 Xponential Fitness, Inc. Announces Second Quarter 2023 Financial Results • Grew Q2 2023 revenue 30% and North America system-wide sales1 37%, compared to Q2 2022 • Sold 234 franchise licenses and opened 144 new studios in Q2 2023 • Sold 5,872 total franchise licenses and had 2,892 total studios operating as of Q2 2023 • Announced a $50 million share buyback program funded by b
July 6, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 XPONENTIAL FITNESS, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizatio
May 16, 2023	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizatio
May 8, 2023	SC 13G/A	XPOF / Xponential Fitness Inc - Class A / EAGLE ASSET MANAGEMENT INC Passive Investment 05/08/2023 Securities and Exchange Commission 450 Fifth Street NW Washington, DC 20549 RE: Schedule 13G Xponential Fitness, Inc.
May 5, 2023	EX-10	Fourth Amendment, dated as of January 9, 2023, to the Credit Agreement, by and among the Company, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners. Exhibit 10.1 FOURTH AMENDMENT TO FINANCING AGREEMENT FOURTH AMENDMENT TO FINANCING AGREEMENT, dated as of January 9, 2023 (this “Amendment”), to the Financing Agreement, dated as of April 19, 2021 (as amended by the First Amendment to Financing Agreement, dated as of July 27, 2021, as amended by the Second Amendment to Financing Agreement, dated as of October 8, 2021, as amended by the Third Amend
May 5, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40638 Xponential Fitness, Inc.
May 4, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 XPONENTIAL FITNESS, I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organization
May 4, 2023	EX-99.1	Xponential Fitness, Inc. Announces First Quarter 2023 Financial Results EX-99.1 Exhibit 99.1 Xponential Fitness, Inc. Announces First Quarter 2023 Financial Results • Grew Q1 2023 revenue 40% and North America system-wide sales 42%, compared to Q1 2022 • Sold 188 franchise licenses and opened 115 new studios in Q1 2023 • Sold 5,638 total franchise licenses and had 2,756 total studios operating as of Q1 2023 • Raises full year 2023 outlook in North America system-wide
April 10, 2023	SC 13G/A	XPOF / Xponential Fitness Inc - Class A / FEDERATED HERMES, INC. Passive Investment OMB APPROVAL OMB Number: 3235-0145 Estimated average burden hours per response ….11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2*) XPONENTIAL FITNESS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 98422X101 (CUSIP Number) March 31, 2023 (Date of Event Which Requires Filing of this
March 31, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
March 31, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
March 6, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40638 Xponential Fitn
March 6, 2023	EX-21	Subsidiaries of Registrant. Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Xponential Intermediate Holdings, LLC Delaware Xponential Fitness LLC Delaware Club Pilates Franchise, LLC Delaware Stretch Lab Franchise, LLC Delaware CycleBar Holdco, LLC Delaware CycleBar Worldwide Inc. Ohio CycleBar Canada Franchising, ULC Canada CycleBar Franchising, LLC Ohio Yoga Six Franchise LLC De
March 2, 2023	EX-99.1	Xponential Fitness, Inc. Announces Fourth Quarter and Full Year 2022 Financial Results EX-99.1 Exhibit 99.1 Xponential Fitness, Inc. Announces Fourth Quarter and Full Year 2022 Financial Results • Grew Q4 2022 revenue 44% and North America system-wide sales 38%, compared to Q4 2021 • Grew full year 2022 revenue 58% and North America system-wide sales 46%, compared to full year 2021, exceeding the high end of the guidance range • Sold 1,026 franchise licenses and opened 511 new studi
March 2, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 XPONENTIAL FITNESS, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizati
February 22, 2023	EX-99.7	AGREEMENT OF JOINT FILING Exhibit 7 AGREEMENT OF JOINT FILING This joint filing agreement (this “Agreement”) is made and entered into as of February 22, 2023, by and among The Anthony Geisler Trust U/A Dated 05/17/2011, LAG Fit, Inc.
February 22, 2023	SC 13D/A	XPOF / Xponential Fitness Inc - Class A / Geisler Anthony - AMENDMENT NO. 2 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* XPONENTIAL FITNESS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98422X101 (CUSIP Number) Anthony Geisler 6789 Quail Hill Parkway #408 Irvine, CA 92603 Telephone: (949) 346-9793 (Name, Address a
February 22, 2023	SC 13D/A	XPOF / Xponential Fitness Inc - Class A / Grabowski Mark - AMENDMENT NO. 2 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* XPONENTIAL FITNESS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98422X101 (CUSIP Number) Mark Grabowski 781 Boston Post Rd. #1313 Madison, CT 06443 Telephone: (646) 321-0134 (Name, Address and
February 14, 2023	EX-99.3	JOINT FILING AGREEMENT EX-99.3 4 tm235349d20ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A
February 14, 2023	EX-99.1	POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 EX-99.1 2 tm235349d20ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,
February 14, 2023	EX-99.1	AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G EX-99.1 CUSIP NO. 98422X101 Exhibit 99.1 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto
February 14, 2023	SC 13G/A	XPOF / Xponential Fitness, Inc. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm235349d20sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) 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) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check
February 14, 2023	EX-99.2	POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 EX-99.2 3 tm235349d20ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,
February 14, 2023	SC 13G/A	XPOF / Xponential Fitness, Inc. / MSD Partners, L.P. - SC 13G/A Passive Investment SC 13G/A CUSIP NO. 98422X101 UNITED STATES 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) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Che
February 13, 2023	SC 13G	XPOF / Xponential Fitness, Inc. / DRIEHAUS CAPITAL MANAGEMENT LLC Passive Investment SC 13G 1 schedule13g.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* Xponential Fitness, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 98422X101 (CUSIP Number) December 31
February 10, 2023	EX-1.1	Underwriting Agreement, dated as of February 7, 2023, by and among the Company, Xponential Intermediate Holdings, LLC, BofA Securities, Inc., Jefferies LLC, as representatives of the several underwriters named in Schedule A thereto and the selling stockholders named in Schedule B thereto. Exhibit.1.1 XPONENTIAL FITNESS, INC. (a Delaware corporation) 5,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT Dated: February 7, 2023 XPONENTIAL FITNESS, INC. (a Delaware corporation) 5,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT BofA Securities, Inc. Jefferies LLC as Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, N
February 10, 2023	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2023 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organiz
February 9, 2023	424B4	PER SHARE 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-269336 PROSPECTUS SUPPLEMENT (to Prospectus dated February 3, 2023) CLASS A COMMON STOCK 5,000,000 SHARES The selling stockholders identified in this prospectus supplement are offering 5,000,000 shares of our Class A common stock. Our Class A common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol
February 7, 2023	424B5	Subject to Completion Preliminary Prospectus Supplement (To Prospectus dated January 20, 2023) PRELIMINARY PROSPECTUS SUPPLEMENT CLASS A COMMON STOCK 5,000,000 SHARES Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-269336 The information in this prospectus supplement is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus supplement is not an offer to sell these securities and it is not solic
February 7, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2023 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organiz
February 1, 2023	CORRESP	February 1, 2023 February 1, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Xponential Fitness, Inc. Registration Statement on Form S-3 Registration No. 333-269336 Acceleration Request Requested Date: February 3, 2023 Requested Time: 4:00 P.M. Eastern Time, or as soon as thereafter as practicable Ladies and Gentlemen, Pursuant to
February 1, 2023	SC 13G/A	XPOF / Xponential Fitness, Inc. / FEDERATED HERMES, INC. Passive Investment SC 13G/A 1 form833.htm OMB APPROVAL OMB Number: 3235-0145 Estimated average burden hours per response ….11 UNITED STATES 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) COMMON STOCK (Title of Class of Securities) 98422X101 (CUSIP Number) December 31, 2022 (Date of Event Whi
February 1, 2023	S-3/A	As filed with the Securities and Exchange Commission on January 31, 2023 S-3/A As filed with the Securities and Exchange Commission on January 31, 2023 Registration No.
January 20, 2023	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables FORM S-3 Registration Statement Under the Securities Act of 1933 (Form Type) Xponential Fitness, Inc.
January 20, 2023	S-3	As filed with the Securities and Exchange Commission on January 20, 2023 Table of Contents As filed with the Securities and Exchange Commission on January 20, 2023 Registration No.
January 13, 2023	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2023 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organiz
January 9, 2023	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organiza
January 9, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organiza
January 9, 2023	EX-99.1	Xponential Fitness, Inc. Provides 2022 Operating Highlights, Announces Convertible Preferred Stock Repurchase and Confirms Participation at Upcoming January Conferences Exhibit 99.1 Xponential Fitness, Inc. Provides 2022 Operating Highlights, Announces Convertible Preferred Stock Repurchase and Confirms Participation at Upcoming January Conferences • Company expects to meet or exceed the high-end of full year 2022 outlook IRVINE, Calif., January 9, 2023 – Xponential Fitness, Inc. (NYSE: XPOF), the largest global franchisor of boutique fitness brands, today provid
November 10, 2022	EX-10.1	Third Amendment dated as of September 30, 2022 to Financing Agreement by and among Xponential Intermediate Holdings, LLC, as Parent, Xponential Fitness, LLC, each other subsidiary of Parent listed, as Borrowers and each other subsidiary of Parent listed as a Guarantor, as Guarantors, the lenders party thereto, as Lenders, and Wilmington Trust, National Association, as Collateral Agent and Administrative Agent. Exhibit 10.1 THIRD AMENDMENT TO FINANCING AGREEMENT THIRD AMENDMENT TO FINANCING AGREEMENT, dated as of September 30, 2022 (this "Amendment"), to the Financing Agreement, dated as of April 19, 2021 (as amended by the First Amendment to Financing Agreement, dated as of July 26, 2021, as amended by the Second Amendment to Financing Agreement, dated as of October 8, 2021, and as may be further as ame
November 10, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40638 Xponential Fitness, Inc.
November 10, 2022	EX-99.1	Xponential Fitness, Inc. Announces Third Quarter 2022 Financial Results - Company raises full year 2022 guidance for revenue and Adjusted EBITDA - Grew Q3 2022 revenue 56% and North America system-wide sales 37% compared to Q3 2021 - Sold 258 franchi Exhibit 99.1 Xponential Fitness, Inc. Announces Third Quarter 2022 Financial Results - Company raises full year 2022 guidance for revenue and Adjusted EBITDA - Grew Q3 2022 revenue 56% and North America system-wide sales 37% compared to Q3 2021 - Sold 258 franchise licenses and opened 128 new studios in Q3 2022 - Sold 5,193 total franchise licenses and had 2,485 total studios operating as of Q3 20
November 10, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organi
August 12, 2022	EX-10.1	Non-Employee Director Compensation Policy Exhibit 10.1 XPONENTIAL FITNESS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY This sets forth the Non-Employee Director Compensation Policy (the ?Policy?) of Xponential Fitness, Inc. (the ?Company?), as adopted by the Board of Directors of the Company (the ?Board?). The cash compensation and equity awards described in this Policy shall be paid or be granted, as applicable, automatically and with
August 12, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40638 Xponential Fitness, Inc.
August 11, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organiza
August 11, 2022	EX-99.1	Xponential Fitness, Inc. Announces Second Quarter 2022 Financial Results - Company raises full year 2022 guidance for revenue and Adjusted EBITDA - Grew Q2 2022 revenue 66% and North America system-wide sales 45% compared to Q2 2021 - Sold 251 franch Exhibit 99.1 Xponential Fitness, Inc. Announces Second Quarter 2022 Financial Results - Company raises full year 2022 guidance for revenue and Adjusted EBITDA - Grew Q2 2022 revenue 66% and North America system-wide sales 45% compared to Q2 2021 - Sold 251 franchise licenses and opened 128 new studios in Q2 2022 - Sold 4,935 total franchise licenses and 2,357 total studios operating as of Q2 2022
July 27, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2022 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizati
July 27, 2022	EX-99.1	Xponential Fitness, Inc. Provides Second Quarter 2022 Operating Highlights and Announces Upcoming Earnings Conference Call Company expects to deliver strong second quarter results and is on track to meet or exceed full-year guidance Exhibit 99.1 Xponential Fitness, Inc. Provides Second Quarter 2022 Operating Highlights and Announces Upcoming Earnings Conference Call Company expects to deliver strong second quarter results and is on track to meet or exceed full-year guidance IRVINE, Calif., July 27, 2022?Xponential Fitness, Inc. (NYSE: XPOF), the largest global franchisor of boutique fitness brands, today provided second quart
July 21, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2022 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation) (Commission
July 21, 2022	EX-99.1	Xponential Fitness, Inc. Appoints Jair Clarke to Board of Directors Exhibit 99.1 Xponential Fitness, Inc. Appoints Jair Clarke to Board of Directors IRVINE, Calif., July 21, 2022?Xponential Fitness, Inc. (NYSE: XPOF) (?Xponential? or ?the Company?), the largest global franchisor of boutique fitness brands, announced that effective today, Jair Clarke has been appointed to serve on the Company?s Board of Directors. Mr. Clarke will also serve on the Company?s Audit a
May 17, 2022	8-K	Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2022 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizatio
May 13, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40638 Xponential Fitness, Inc.
May 13, 2022	EX-10.1	Amendment No. 1 to Second Amended and Restated Limited Liability Operating Company Agreement of Xponential Intermediate Holdings LLC dated December 20, 2021. Exhibit 10.1 AMENDMENT NUMBER ONE TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF XPONENTIAL INTERMEDIATE HOLDINGS LLC (A DELAWARE LIMITED LIABILITY COMPANY) This Amendment Number One to the Second Amended and Restated Limited Liability Company Operating Agreement (the "Amendment") of Xponential Intermediate Holdings LLC (the "Company"), is effective as of Decem
May 12, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizatio
May 12, 2022	EX-99.1	Xponential Fitness, Inc. Announces First Quarter 2022 Financial Results Exhibit 99.1 Xponential Fitness, Inc. Announces First Quarter 2022 Financial Results ? Grew Q1 2022 revenue 73% and North America system-wide sales 70%, compared to Q1 2021 ? Sold 260 franchise licenses and opened 99 new studios in Q1 2022 ? Sold 4,684 total franchise licenses and operates 2,229 total studios as of Q1 2022 ? Reaffirms full year 2022 outlook of 81% growth in new studio openings, 41
April 13, 2022	SC 13D/A	XPOF / Xponential Fitness, Inc. / Grabowski Mark - AMENDMENT NO. 1 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A 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) Mark Grabowski H&W Investco LP 781 Boston Post Rd. #1313 Madison, CT 06443 Telephone: (646) 321-0134 (Na
April 7, 2022	424B4	PER SHARE Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-264104 PROSPECTUS CLASS A COMMON STOCK 4,500,000 SHARES The selling stockholders identified in this prospectus are offering 4,500,000 shares of our Class A common stock. Our Class A common stock is listed on the New York Stock Exchange (?NYSE?) under the symbol ?XPOF.? The last reported sale price of our Class A common stock o
April 5, 2022	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
April 4, 2022	EX-1	Form of Underwriting Agreement Exhibit 1 XPONENTIAL FITNESS, INC. (a Delaware corporation) [?] Shares of Class A Common Stock UNDERWRITING AGREEMENT Dated: [?], 2022 XPONENTIAL FITNESS, INC. (a Delaware corporation) [?] Shares of Class A Common Stock UNDERWRITING AGREEMENT BofA Securities, Inc. Jefferies LLC as Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Jef
April 4, 2022	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) XPONENTIAL FITNESS, INC.
April 4, 2022	CORRESP	[Remainder of page intentionally left blank] VIA EDGAR April 4, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Xponential Fitness, Inc. (the ?Company?) Registration Statement on Form S-1 (File No. 333-264104) Ladies and Gentlemen: As representatives of the several underwriters of the Company?s proposed public offering of its Class A common stock, we hereby join the Company?s request that the effective d
April 4, 2022	CORRESP	[Signature page follows] April 4, 2022 VIA EDGAR TRANSMISSION AND FEDEX U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Xponential Fitness, Inc. Registration Statement on Form S-1 Registration No. 333-264104 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective dat
April 4, 2022	S-1	As filed with the Securities and Exchange Commission on April 4, 2022 Table of Contents As filed with the Securities and Exchange Commission on April 4, 2022 Registration No.
April 4, 2022	EX-10.22	Amendment Number One to the Second Amended and Restated Limited Liability Company Operating Agreement of Xponential Intermediate Holdings LLC. Exhibit 10.22 AMENDMENT NUMBER ONE TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF XPONENTIAL INTERMEDIATE HOLDINGS LLC (A DELAWARE LIMITED LIABILITY COMPANY) This Amendment Number One to the Second Amended and Restated Limited Liability Company Operating Agreement (the ?Amendment?) of Xponential Intermediate Holdings LLC (the ?Company?), is effective as of Dece
March 29, 2022	EX-10.22	AMENDMENT NUMBER ONE TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT XPONENTIAL INTERMEDIATE HOLDINGS LLC (A DELAWARE LIMITED LIABILITY COMPANY) Exhibit 10.22 AMENDMENT NUMBER ONE TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF XPONENTIAL INTERMEDIATE HOLDINGS LLC (A DELAWARE LIMITED LIABILITY COMPANY) This Amendment Number One to the Second Amended and Restated Limited Liability Company Operating Agreement (the ?Amendment?) of Xponential Intermediate Holdings LLC (the ?Company?), is effective as of Dece
March 29, 2022	DRS	As confidentially submitted to the Securities and Exchange Commission on March 29, 2022 Table of Contents Xponential Fitness, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. As confidentially submitted to the Securities and Exchange Commission on March 29, 2022 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEM
March 7, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40638 Xponential Fitn
March 7, 2022	EX-10.19	Asset Purchase Agreement by and among BFT Franchise Holdings, LLC, GPRX Live Pty Ltd, Body Fit Training Company Pty Ltd, Body Fit Training USA, Inc., the shareholders party thereto and Cameron Falloon dated as of October 13, 2021. Exhibit 10.19 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. EXECUTION VERSION ASSET PURCHASE AGREEMENT BY AND AMONG BFT FRANCHISE HOLDINGS, LLC, AS BUYER, GRPX LIVE PTY LTD, BODY FIT TRAINING COMPANY PTY LTD, AND BODY FIT TRAINING USA, INC. AS
March 7, 2022	EX-4.2	Description of Securities. Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK In this exhibit, ?we,? ?us,? ?our? and ?our company? refer to Xponential Fitness, Inc. Our authorized capital stock consists of 500,000,000 shares of Class A common stock, par value $0.0001 per share, 500,000,000 shares of Class B common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share, of which 200,00
March 7, 2022	EX-10.21	Second Amendment to Financing Agreement dated as of October 8, 2021 by and among Xponential Intermediate Holdings, LLC, as Parent, Xponential Fitness, LLC, each other subsidiary of Parent listed, as Borrowers and each other subsidiary of Parent listed as a Guarantor, as Guarantors, the lenders party thereto, as Lenders, and Wilmington Trust, National Association, as Collateral Agent and Administrative Agent. Execution Version Exhibit 10.21 SECOND AMENDMENT TO FINANCING AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT SECOND AMENDMENT TO FINANCING AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT, dated as of October 8, 2021 (this "Amendment"), to the Financing Agreement, dated as of April 19, 2021 (as amended by the First Amendment to Financing Agreement, dated as of July 26, 2021, and as may be
March 7, 2022	EX-10.16	First Amended and Restated Phantom Equity Plan of CycleBar Holdco, LLC. Exhibit 10.16 Cyclebar Holdco, LLC First Amended and Restated Phantom Equity Plan 1. Purposes The purposes of the Plan are to foster and promote the long-term financial success of the Company and the Subsidiaries and materially increase member value by (a) motivating superior performance by Participants by means of performance-related incentives and (b) enabling the Company and the Subsidiaries to
March 7, 2022	EX-10.20	First Amendment to Financing Agreement dated as of July 27, 2021 by and among Xponential Intermediate Holdings, LLC, as Parent, Xponential Fitness, LLC, each other subsidiary of Parent listed, as Borrowers and each other subsidiary of Parent listed as a Guarantor, as Guarantors, the lenders party thereto, as Lenders, and Wilmington Trust, National Association, as Collateral Agent and Administrative Agent. Execution Version Exhibit 10.20 FIRST AMENDMENT TO FINANCING AGREEMENT FIRST AMENDMENT, dated as of July 27, 2021 (this ?Amendment?), to the Financing Agreement, dated as of April 19, 2021 (as amended, restated, supplemented or otherwise modified, the ?Financing Agreement?), by and among Xponential Intermediate Holdings, LLC, a Delaware limited liability company (the ?Parent?), Xponential Fitness
March 7, 2022	EX-21.1	Subsidiaries of Registrant. Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation Xponential Intermediate Holdings, LLC Delaware Xponential Fitness LLC Delaware Club Pilates Franchise, LLC Delaware Stretch Lab Franchise, LLC Delaware CycleBar Holdco, LLC Delaware CycleBar Worldwide Inc. Ohio CycleBar Canada Franchising, ULC Canada CycleBar Franchising, LLC Ohio Yoga Six Franchise LLC De
March 3, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2022 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organizati
March 3, 2022	EX-99.1	Xponential Fitness, Inc. Announces Fourth Quarter and Full Year 2021 Financial Results Exhibit 99.1 Xponential Fitness, Inc. Announces Fourth Quarter and Full Year 2021 Financial Results - Grew Q4 2021 revenue 78% and North American system-wide sales 76%, compared to Q4 2020 - Grew full year 2021 revenue 45% and North American system-wide sales 60%, compared to full year 2020 - Sold 846 franchise licenses and opened 282 new studios in 2021 - For full year 2022, Company expects 81% g
February 14, 2022	SC 13G	XPOF / Xponential Fitness, Inc. / FEDERATED HERMES, INC. Passive Investment OMB APPROVAL OMB Number: 3235-0145 Estimated average burden hours per response ….11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) XPONENTIAL FITNESS INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 98422X101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of thi
February 14, 2022	EX-99.1	POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.
February 14, 2022	SC 13G/A	XPOF / Xponential Fitness, Inc. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) 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) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule p
February 14, 2022	EX-99.2	POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.
February 14, 2022	EX-99.3	JOINT FILING AGREEMENT Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value $0.
January 11, 2022	EX-99.1	1 Exhibit 99.1 Xponential Fitness, Inc. Provides 2021 Operating Highlights and Announces Participation at the Jefferies Virtual Winter Restaurant, Foodservice, Gaming, Lodging and Leisure Summit Company anticipates to meet or exceed the high-end of its full year 2021 outlook ranges IRVINE, Calif., January 11, 2022?Xponential Fitness, Inc. (NYSE: XPOF), a curator of leading boutique fitness brands, t
January 11, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2022 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organiz
November 12, 2021	EX-99.1	Xponential Fitness, Inc. Announces Third Quarter 2021 Financial Results Exhibit 99.1 Xponential Fitness, Inc. Announces Third Quarter 2021 Financial Results ? Grew revenue 60% and North American system-wide sales 93%, compared to Q3 2020 ? Sold 248 franchise licenses and opened 68 new studios ? Raised 2021 Guidance for New Studio Openings, Revenue and Adjusted EBITDA IRVINE, Calif., November 11, 2021 - Xponential Fitness, Inc. (NYSE: XPOF) (?Xponential? or the ?Compan
November 12, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40638 Xponential Fitness, Inc.
November 12, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2021 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organi
October 21, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2021 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation) (Commissi
October 21, 2021	EX-99.1	Xponential Fitness, Inc. Appoints Chelsea A. Grayson to Board of Directors Grayson’s Appointment Establishes the Board’s Independency, Expanding Current Board to Four Members Exhibit 99.1 Xponential Fitness, Inc. Appoints Chelsea A. Grayson to Board of Directors Grayson?s Appointment Establishes the Board?s Independency, Expanding Current Board to Four Members IRVINE, Calif., October 21, 2021?Xponential Fitness, Inc. (NYSE: XPOF) (?Xponential? or ?the Company?), a curator of leading boutique fitness brands, announced that effective today Chelsea A. Grayson has been app
October 13, 2021	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 8, 2021 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organiza
October 13, 2021	EX-99.1	Xponential Fitness, Inc. Acquires Tenth Brand, Body Fit Training, To Deliver Functional Training & Strength-Based Programs Exhibit 99.1 Xponential Fitness, Inc. Acquires Tenth Brand, Body Fit Training, To Deliver Functional Training & Strength-Based Programs ? Acquires Australia-based fitness franchisor with nearly 130 open locations across four countries and over 150 additional locations obligated to be opened within the next 12 months ? Brings total number of Xponential international studios currently open or obliga
September 13, 2021	EX-99.1	Our Mission is to Make Boutique Fitness Accessible to Everyone N Y S E : X P O F \| X P O N E N T I A L F I T N E S S 3Our Mission is to Make Boutique Fitness Accessible to Everyone N Y S E : X P O F \| X P O N E N T I A L F I T N E S S 3 Exhibit 99.1 INVESTOR PRESENTATION As of Q2 2021 Updated: September 10, 2021 N Y S E : X P O F \| X P O N E N T I A L F I T N E S S 1Exhibit 99.1 INVESTOR PRESENTATION As of Q2 2021 Updated: September 10, 2021 N Y S E : X P O F \| X P O N E N T I A L F I T N E S S 1 LEGAL DISCLAIMER The information contained in this presentation is provided solely for the purpose of acquainting the readers with Xpon
September 13, 2021	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2021 XPONENTIAL FIT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2021 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organ
August 31, 2021	SC 13D/A	XPOF / Xponential Fitness, Inc. / Geisler Anthony - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A 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) Anthony Geisler LAG Fit, Inc. 6789 Quail Hill Parkway #408 Irvine, CA 92603 Telephone: (949) 346-9793 (N
August 25, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40638 Xponential Fitness, Inc.
August 24, 2021	EX-99.1	Xponential Fitness, Inc. Announces Second Quarter 2021 Financial Results Exhibit 99.1 Xponential Fitness, Inc. Announces Second Quarter 2021 Financial Results IRVINE, Calif., August 24, 2021 - Xponential Fitness, Inc. (NYSE: XPOF) (?Xponential? or the ?Company?), a curator of leading boutique fitness brands, today reported financial results for its second quarter ended June 30, 2021. Financial Highlights: Q2 2021 Compared to Q2 2020 ? Grew revenue 67% to $35.8 million.
August 24, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2021 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organiza
August 6, 2021	EX-99.1	POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.
August 6, 2021	SC 13G	XPOF / Xponential Fitness, Inc. / D. E. SHAW & CO, L.P. - SC 13G Passive Investment 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, $0.0001 par value (Title of Class of Securities) 98422X101 (CUSIP Number) July 27, 2021 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Schedule is
August 6, 2021	EX-99.2	POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.
August 6, 2021	SC 13G	XPOF / Xponential Fitness, Inc. / MSD Partners, L.P. - 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2. (Amendment No. )* Xponential Fitness, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 98422X101 (CUSIP Number) July 27, 2021 (
August 6, 2021	EX-99.3	JOINT FILING AGREEMENT Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, $0.
August 5, 2021	EX-99.1	AGREEMENT OF JOINT FILING Exhibit 1 AGREEMENT OF JOINT FILING This joint filing agreement (this ?Agreement?) is made and entered into as of August 5, 2021, by and among LAG Fit, Inc.
August 5, 2021	SC 13D	XPOF / Xponential Fitness, Inc. / Geisler Anthony - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* XPONENTIAL FITNESS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98422X101 (CUSIP Number) Anthony Geisler LAG Fit, Inc. 6789 Quail Hill Parkway #408 Irvine, CA 92603 Telephone: (949) 346-9793 (Name
August 5, 2021	EX-99.1	EX-99.1 Exhibit 1 AGREEMENT OF JOINT FILING This joint filing agreement (this ?Agreement?) is made and entered into as of August 5, 2021, by and among H&W Investco LP, H&W Investco II LP and Mark Grabowski.
August 5, 2021	SC 13D	XPOF / Xponential Fitness, Inc. / Grabowski Mark - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* XPONENTIAL FITNESS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98422X101 (CUSIP Number) Mark Grabowski H&W Investco LP 781 Boston Post Rd. #1313 Madison, CT 06443 Telephone: (646) 321-0134 (Name,
August 5, 2021	SC 13D	XPOF / Xponential Fitness, Inc. / Grabowski Mark - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* XPONENTIAL FITNESS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98422X101 (CUSIP Number) Mark Grabowski H&W Investco LP 781 Boston Post Rd. #1313 Madison, CT 06443 Telephone: (646) 321-0134
August 5, 2021	EX-99.1	AGREEMENT OF JOINT FILING Exhibit 1 AGREEMENT OF JOINT FILING This joint filing agreement (this ?Agreement?) is made and entered into as of August 5, 2021, by and among H&W Investco LP, H&W Investco II LP and Mark Grabowski.
August 2, 2021	SC 13G	XPOF / Xponential Fitness, Inc. / REDWOOD CAPITAL MANAGEMENT, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
July 26, 2021	S-8	As filed with the Securities and Exchange Commission on July 26, 2021 As filed with the Securities and Exchange Commission on July 26, 2021 Registration No.
July 26, 2021	EX-99.1	Xponential Fitness, Inc. Omnibus Incentive Plan (filed herewith) Exhibit 99.1 XPONENTIAL FITNESS INC. OMNIBUS INCENTIVE PLAN Section 1. Purpose. The purpose of the Xponential Fitness Inc. Omnibus Incentive Plan (as amended from time to time, the ?Plan?) is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to the success of Xponential Fitness Inc. (the ?Company?), thereby furthering the best inter
July 26, 2021	424B4	PER SHARE Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-257443 PROSPECTUS CLASS A COMMON STOCK 10,000,000 SHARES This is Xponential Fitness, Inc.?s initial public offering. We are selling 10,000,000 shares of our Class A common stock. The initial public offering price is $12.00 per share. Prior to this offering, there has been no public market for shares of our Class A common stock
July 26, 2021	EX-99.2	Xponential Fitness, Inc. Employee Stock Purchase Plan (filed herewith) Exhibit 99.2 XPONENTIAL FITNESS INC. EMPLOYEE STOCK PURCHASE PLAN Section 1. Purpose. This Xponential Fitness Inc. Employee Stock Purchase Plan (the ?Plan?) is intended to provide employees of the Company and its Participating Subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase of Shares. Initially, the Plan is not intended to qualify as an ?emplo
July 23, 2021	FWP	Xponential Fitness, Inc. 10,000,000 Shares of Class A Common Stock Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated July 23, 2021 Relating to Preliminary Prospectus dated July 22, 2021 Registration Statement No.
July 22, 2021	CORRESP	******************************************** New York Paris Northern California Madrid Washington DC Tokyo São Paulo Beijing London Hong Kong Alan F.
July 22, 2021	S-1/A	As filed with the Securities and Exchange Commission on July 22, 2021 Table of Contents As filed with the Securities and Exchange Commission on July 22, 2021 Registration No.
July 22, 2021	EX-3.2	Amended and Restated Certificate of Incorporation of Xponential Fitness, Inc. (incorporated by reference to Exhibit 3.2 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 filed on July 22, 2021). Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XPONENTIAL FITNESS, INC. (Pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware) Xponential Fitness, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: FIRST: The name of the corporation is Xponential Fitness, Inc. The
July 20, 2021	CORRESP	July 20, 2021 July 20, 2021 VIA EDGAR TRANSMISSION AND FEDEX U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Nicholas Lamparski Ms. Mara Ramson Re: Xponential Fitness, Inc. Registration Statement on Form S-1 Registration No. 333-257443 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (t
July 20, 2021	8-A12B	Form 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Xponential Fitness, Inc. (Exact name of registrant as specified in its charter) Delaware 84-4395129 (State of incorporation or organization) (I.R.S. Employer Identification No.) 17877 Von Karman Av
July 20, 2021	CORRESP	July 20, 2021 July 20, 2021 VIA EDGAR TRANSMISSION AND FEDEX U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Nicholas Lamparski Ms. Mara Ramson Re: Xponential Fitness, Inc. Registration Statement on Form S-1 Registration No. 333-257443 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, w
July 16, 2021	EX-10.14	Form of Reorganization Agreement Exhibit 10.14 REORGANIZATION AGREEMENT This Reorganization Agreement, dated as of [], 2021 (this ?Agreement?), is made and entered into by and among H&W Franchise Holdings LLC, a Delaware limited liability company (?H&W Holdings?), the undersigned equityholders of H&W Holdings (the ?Equityholders?), Xponential Intermediate Holdings, LLC, a Delaware limited liability company (?Xponential Holdings?)

XPOF / Xponential Fitness, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

الإحصائيات الأساسية

SEC Filings

SEC Filings (Chronological Order)