XPOF on NYSE

Xponential Fitness, Inc.

American miscellaneous amusement and recreation services company1

In its 2026 annual report the company says: “We operate a diversified platform of five brands spanning across verticals including Pilates, barre, stretching, functional training, and yoga.”5 It is headquartered in Irvine, California.1 Its shares trade on NYSE under the symbol XPOF.1

Price unavailable

Last updated Oct 21, 2026.

Overview

$314.9MRevenue, fiscal 20252
-$38.7MNet income, fiscal 20252

Compare with Vivid Seats Inc., Pursuit Attractions & Hospitality, Inc. or Golden Entertainment, or pick any stock.

  • TickerXPOF on NYSE1
  • IndustryServices-Miscellaneous Amusement & Recreation1
  • HeadquartersIrvine, California1
  • Incorporated inDE3
  • Business address17877 Von Karman Ave, Suite 100, Irvine, Ca 926143
  • Filer category, Emerging growth company3

Xponential Fitness, Inc. (the “Company” or “XPO Inc.”) through its principal operating subsidiary, Xponential Fitness LLC (“XPO LLC”), and other subsidiaries, is one of the leading global franchisors of boutique health and wellness brands.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

6.3%Operating margin2
-12.3%Net margin2
-1.7%Revenue growth, 20252
$24.7MFree cash flow2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Franchise brought in 61% of the revenue Xponential Fitness, Inc. broke down this way in fiscal 2025.

  1. Franchise$192.6M261%up 10% from 2024
  2. Franchise Marketing Fund Revenue$36.5M212%up 7% from 2024
  3. Equipment Revenue$35.0M211%down 35% from 2024
  4. Service, Other$26.8M29%down 12% from 2024
  5. Merchandise Revenue$23.9M28%down 12% from 2024
Products and services by year
Products and services202320242025
Franchise$143.2M$174.5M$192.6M
Franchise Marketing Fund Revenue$27.3M$34.0M$36.5M
Equipment Revenue$56.5M$54.2M$35.0M
Service, Other$57.7M$30.5M$26.8M
Merchandise Revenue$33.3M$27.2M$23.9M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Selling, general and admin48¢$152.0M
  • Other costs36¢$112.4M
  • Interest16¢$49.2M
  • Income tax0¢$1.3M

Out of $314.9M in revenue.2 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending13¢$3.6M
  • Kept or used elsewhere87¢$24.7M

Out of $28.3M of cash from operations.2

Financial statements

Revenue67892$314.9M in 2025+144% since 2019
0$100.0M$200.0M$300.0M$400.0M2019: $129.1M$129.1M20192020: $106.6M$106.6M2020−17%2021: $155.1M$155.1M2021+45%2022: $243.2M$243.2M2022+57%2023: $317.9M$317.9M2023+31%2024: $320.3M$320.3M2024+1%2025: $314.9M$314.9M2025−2%
Operating income67892$19.8M in 2025
-$75.0M-$50.0M-$25.0M0$25.0M$50.0M2019: -$21.1M-$21.1M20192020: $7.8M$7.8M20202021: -$30.8M-$30.8M20212022: $13.3M$13.3M20222023: $34.9M$34.9M2023+162%2024: -$53.6M-$53.6M20242025: $19.8M$19.8M2025
Net income67892-$38.7M in 2025+4% since 2019
-$80.0M-$60.0M-$40.0M-$20.0M0$20.0M2019: -$37.1M-$37.1M20192020: -$13.6M-$13.6M2020−63%2021: -$18.8M-$18.8M2021+38%2022: $1.2M$1.2M20222023: -$4.0M-$4.0M20232024: -$67.7M-$67.7M2024+1591%2025: -$38.7M-$38.7M2025−43%

Every line of the income statement as filed: the last 3 fiscal years, latest first.2

Period ending2025-12-312024-12-312023-12-31
Total revenue, net$314.9M$320.3M$317.9M
Selling, general and administrative expenses (Note 9)$152.0M$176.9M$168.9M
Impairment of goodwill and other noncurrent assets$32.7M$62.6M$16.8M
Depreciation and amortization$12.0M$17.7M$16.9M
Marketing fund expense$40.5M$26.7M$22.7M
Acquisition and transaction (income) expense-$6.9M$8.9M-$18.5M
Total operating costs and expenses$295.0M$374.0M$283.0M
Operating income (loss)$19.8M-$53.6M$34.9M
Interest income-$3.2M-$1.8M-$1.6M
Other income-$1.1M$0$0
Interest expense$49.2M$46.2M$38.7M
Tax receivable agreement expense (benefit)-$11.0K$998.0K$3.2M
Loss on debt extinguishment$27.3M$0$0
Total other expense$72.2M$45.4M$40.3M
Loss before income taxes-$52.3M-$99.0M-$5.4M
Income taxes (benefit)$1.3M-$342.0K$1.0M
Net loss-$53.7M-$98.7M-$6.4M
Less: net loss attributable to noncontrolling interests-$15.0M-$31.0M-$2.4M
Net loss attributable to Xponential Fitness, Inc.-$38.7M-$67.7M-$4.0M
Basic-$1.47-$2.27$1.08
Diluted-$1.47-$2.27-$0.52
Basic34.8M shares32.0M shares31.7M shares
Diluted34.8M shares32.0M shares39.7M shares

Compare Xponential Fitness, Inc. with another company

Corporate structure

Xponential Fitness, Inc. sits at the top of its group. 40 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Xponential Fitness, Inc.

  • Fund 1 Investments, LLC Filed SCHEDULE 13D/A on Xponential Fitness, Inc., latest Oct 7, 2026 (3 filings since Aug 25, 2026)
  • BlackRock Filed SCHEDULE 13G on Xponential Fitness, Inc., latest Jul 30, 2026 (5 filings since Jan 29, 2024)
  • Shay Capital LLC Filed SCHEDULE 13G on Xponential Fitness, Inc., latest Jun 1, 2026
  • Voss Capital, LP Filed SCHEDULE 13D/A on Xponential Fitness, Inc., latest May 13, 2026 (5 filings since Jan 5, 2024)
  • D. E. SHAW & CO, L.P. Filed SCHEDULE 13G/A on Xponential Fitness, Inc., latest Feb 17, 2026 (7 filings since Feb 14, 2022)
  • MSD Partners, L.P. Filed SCHEDULE 13G/A on Xponential Fitness, Inc., latest Feb 17, 2026 (4 filings since Feb 14, 2023)
  • REDWOOD CAPITAL MANAGEMENT, LLC Filed SCHEDULE 13G/A on Xponential Fitness, Inc., latest Feb 17, 2026 (2 filings since Feb 14, 2024)
  • Ameriprise Financial Filed SCHEDULE 13G/A on Xponential Fitness, Inc., latest Aug 14, 2025 (2 filings since Nov 14, 2024)
  • Nut Tree Capital Management, LP Filed SCHEDULE 13G/A on Xponential Fitness, Inc., latest Aug 14, 2025 (2 filings since Nov 14, 2024)
  • Anthony Geisler Filed SCHEDULE 13D/A on Xponential Fitness, Inc., latest Aug 1, 2025 (4 filings since Feb 22, 2023)
  • Grabowski Mark Filed SC 13D/A on Xponential Fitness, Inc., latest Nov 22, 2024 (3 filings since Apr 13, 2022)
  • DRIEHAUS CAPITAL MANAGEMENT LLC Filed SC 13G on Xponential Fitness, Inc., latest Dec 8, 2023 (2 filings since Feb 13, 2023)
  • Xponential Fitness, Inc. Irvine, California
    • AKT Franchise SPV, LLC Subsidiary · Delaware, United States
    • AKT Franchise, LLC Subsidiary · Delaware, United States
    • AKT Studio, LLC Subsidiary · Delaware, United States
    • BFT Franchise Holdings, LLC Subsidiary · Delaware, United States
    • BFT Franchise SPV, LLC Subsidiary · Delaware, United States
    • Club Pilates Franchise SPV, LLC Subsidiary · Delaware, United States
    • Club Pilates Franchise, LLC Subsidiary · Delaware, United States
    • CycleBar Canada Franchising, ULC Subsidiary · Canada
    • CycleBar Franchising SPV, LLC Subsidiary · Delaware, United States
    • CycleBar Franchising, LLC Subsidiary · Ohio, United States
    • CycleBar Holdco, LLC Subsidiary · Delaware, United States
    • CycleBar Worldwide Inc. Subsidiary · Ohio, United States
    • Lindora Franchise, LLC Subsidiary · Delaware, United States
    • PB 1001, LLC Subsidiary · Delaware, United States
    • PB Franchising SPV, LLC Subsidiary · Delaware, United States
    • PB Franchising, LLC Subsidiary · Delaware, United States
    • Row House Franchise SPV, LLC Subsidiary · Delaware, United States
    • Row House Franchise, LLC Subsidiary · Delaware, United States
    • Row House Tustin, LLC Subsidiary · Delaware, United States
    • Rumble 1001, LLC Subsidiary · Delaware, United States
    • Rumble Franchise SPV, LLC Subsidiary · Delaware, United States
    • Rumble Franchise, LLC Subsidiary · Delaware, United States
    • Stretch Lab Franchise SPV, LLC Subsidiary · Delaware, United States
    • Stretch Lab Franchise, LLC Subsidiary · Delaware, United States
    • Stride Franchise SPV, LLC Subsidiary · Delaware, United States
    • and 14 more

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Xponential Fitness, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Accumulated depreciation$21.1M2 Dec 31, 2025$19.0M2 Dec 31, 2024+11.0%
Property and equipment, net$10.9M2 Dec 31, 2025$14.7M2 Dec 31, 2024−25.7%
Operating-lease assets (leased space)$13.7M2 Dec 31, 2025$24.0M2 Dec 31, 2024−42.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$127.8M2 Dec 31, 2025$135.2M2 Dec 31, 2024−5.5%
Intangible assets, net (excluding goodwill)$66.5M2 Dec 31, 2025$100.9M2 Dec 31, 2024−34.1%
Finite-lived intangibles, gross$42.4M2 Dec 31, 2025$63.0M2 Dec 31, 2024−32.7%
Accumulated amortization$38.6M2 Dec 31, 2025$34.4M2 Dec 31, 2024+12.2%
Finite-lived intangibles, net$3.8M2 Dec 31, 2025$28.6M2 Dec 31, 2024−86.7%

Inventory

ItemLatestA year beforeChange
Inventory, total$2.2M2 Dec 31, 2025$10.0M2 Dec 31, 2024−77.8%

Properties, in its own words

Our corporate headquarters are located in Irvine, California, where we lease approximately 40,000 square feet of office space pursuant to a lease agreement which expires in 2032. We lease approximately 6,800 square feet for our digital platform production studio pursuant to a lease agreement which expires in 2027. We also lease two Club Pilates training locations, one in Atlanta, Georgia and one in Costa Mesa, California. These leases expire in October 2027 and November 2028, respectively. In addition, we also lease approximately 55,000 square feet of warehouse space in Tustin, CA, which lease expires in 2027. We believe that our existing facilities are adequate to meet our business requirements for the near-term and that additional space will be available on commercially reasonable terms, if required.

We operated one company-owned transition studio in a leased property as of December 31, 2025. Additionally, we are negotiating lease terminations for operating leases for certain studios for which we have lease liabilities recorded, including for company-owned transition studios that have ceased operations prior to December 31, 2025. See Note 8 of Notes to Consolidated Financial Statements for additional information related to our existing lease obligations as of December 31, 2025.

The rest of Item 2

Our franchisees own studios or directly lease from a third-party. We have not historically owned or entered into leases for franchise studios and generally do not guarantee franchisees’ lease agreements, although, we have done so in certain instances and may do so from time to time.

Item 2 of the 10-K filed Mar 4, 2026.5

Leadership

Who has led Xponential Fitness, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (12)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • AKT Franchise SPV, LLC Delaware4
  • AKT Franchise, LLC Delaware4
  • AKT Studio, LLC Delaware4
  • BFT Franchise Holdings, LLC Delaware4
  • BFT Franchise SPV, LLC Delaware4
  • Club Pilates Franchise SPV, LLC Delaware4
  • Club Pilates Franchise, LLC Delaware4
  • CycleBar Canada Franchising, ULC Canada4
  • CycleBar Franchising SPV, LLC Delaware4
  • CycleBar Franchising, LLC Ohio4
  • CycleBar Holdco, LLC Delaware4
  • CycleBar Worldwide Inc. Ohio4
  • Lindora Franchise, LLC Delaware4
  • PB 1001, LLC Delaware4
  • PB Franchising SPV, LLC Delaware4
  • PB Franchising, LLC Delaware4
  • Row House Franchise SPV, LLC Delaware4
  • Row House Franchise, LLC Delaware4
  • Row House Tustin, LLC Delaware4
  • Rumble 1001, LLC Delaware4
  • Rumble Franchise SPV, LLC Delaware4
  • Rumble Franchise, LLC Delaware4
  • Stretch Lab Franchise SPV, LLC Delaware4
  • Stretch Lab Franchise, LLC Delaware4
All 40 listed subsidiaries
  • Stride Franchise SPV, LLC Delaware4
  • Stride Franchise, LLC Delaware4
  • Two Roads Diverged, LLC Delaware4
  • XPOF Assetco, LLC Delaware4
  • XPOF Issuer, LLC Delaware4
  • XPOF SPV Guarantor, LLC Delaware4
  • Xponential Employment Services, Inc. Delaware4
  • Xponential Finance LLC Delaware4
  • Xponential Fitness Brands International, LLC Delaware4
  • Xponential Fitness LLC Delaware4
  • Xponential Gift Cards LLC Delaware4
  • Xponential Intermediate Holdings, LLC Delaware4
  • Xponential Procurement Services, LLC Delaware4
  • Yoga Six Franchise SPV, LLC Delaware4
  • Yoga Six Franchise, LLC Delaware4
  • Yoga Six Studio, LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 13, 20268-K Entered a material agreement; Change to shareholders' rights; Bylaws or fiscal year changed35
  2. Sep 8, 20268-K Executive or director change; Regulation FD disclosure36
  3. Aug 6, 20268-K Results of operations37
  4. May 26, 20268-K Shareholder vote38
  5. May 18, 20268-K Executive or director change; Regulation FD disclosure39
  6. May 14, 20268-K Executive or director change40
  7. May 7, 20268-K Results of operations41
  8. Apr 7, 20268-K Executive or director change; Other events42
  9. Mar 10, 20268-K Results of operations; Executive or director change; Regulation FD disclosure43
  10. Feb 26, 20268-K Results of operations44
  11. Dec 8, 20258-K Entered a material agreement; Ended a material agreement; New debt or obligation45
  12. Nov 12, 20258-K Executive or director change; Regulation FD disclosure46
  13. Aug 11, 2025New chief executive Michael Nuzzo becomes CEO14
  14. Jun 21, 2024New chief executive Mark James King becomes CEO15
  15. Jul 22, 2021New chief executive Anthony Geisler becomes CEO16

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.34 a share, on Nov 6, 2025.47

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results37
  2. May 7, 2026Reported quarterly or annual results41
  3. Mar 10, 2026Reported quarterly or annual results43
  4. Feb 26, 2026Reported quarterly or annual results44
  5. Nov 6, 2025Reported quarterly or annual results48
  6. Aug 7, 2025Reported quarterly or annual results49
  7. May 8, 2025Reported quarterly or annual results50
  8. Mar 13, 2025Reported quarterly or annual results51

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

383 filings to the SEC since October 2021: 6 annual reports, 16 quarterly reports, 72 major events, 175 insider forms, 49 large holders, 65 other. The latest 20:

  1. Oct 15, 20264 PRIMARY DOCUMENT EDGAR
  2. Oct 15, 20264 PRIMARY DOCUMENT EDGAR
  3. Oct 15, 20264 PRIMARY DOCUMENT EDGAR
  4. Oct 13, 20268-A12B EDGAR
  5. Oct 13, 20268-K EDGAR
  6. Oct 7, 2026SCHEDULE 13D/A EDGAR
  7. Sep 30, 2026SCHEDULE 13D/A EDGAR
  8. Sep 8, 20268-K EDGAR
  9. Aug 27, 20264 PRIMARY DOCUMENT EDGAR
  10. Aug 25, 2026SCHEDULE 13D EDGAR
  11. Aug 7, 202610-Q EDGAR
  12. Aug 6, 20268-K EDGAR
  13. Jul 30, 2026SCHEDULE 13G EDGAR
  14. Jul 6, 20264 PRIMARY DOCUMENT EDGAR
  15. Jul 6, 20264 PRIMARY DOCUMENT EDGAR
  16. Jul 6, 20264 PRIMARY DOCUMENT EDGAR
  17. Jul 6, 20264 PRIMARY DOCUMENT EDGAR
  18. Jul 1, 20264 PRIMARY DOCUMENT EDGAR
  19. Jul 1, 20264 PRIMARY DOCUMENT EDGAR
  20. Jul 1, 20264 PRIMARY DOCUMENT EDGAR

The 383 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

60 open-market trades by officers, directors and large owners since October 2021: 10 buys and 50 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 20, 2026Cocke Travis W.10% ownerBuy29,149$5.50$160.3KForm 4
May 19, 2026Cocke Travis W.10% ownerBuy170,856$4.70$803.8KForm 4
Aug 12, 2025HAASE BRUCE NDirectorBuy70,000$7.67$536.9KForm 4
Nov 21, 2024Grabowski MarkDirectorSale2,595,598$15.35$39.8MForm 4
Oct 10, 2024Hagopian AndrewChief Legal OfficerSale26,740$12.18$325.7KForm 4
Sep 13, 2024Luna SarahPresidentSale14,400$13.85$199.4KForm 4
Mar 6, 2024Luna SarahPresidentSale15,896$14.08$223.8KForm 4
Mar 6, 2024Meloun John PChief Financial OfficerSale17,310$14.08$243.7KForm 4
Mar 6, 2024Geisler AnthonyChief Executive OfficerSale32,125$14.08$452.3KForm 4
Feb 28, 2024Hagopian AndrewChief Legal OfficerSale2,405$9.66$23.2KForm 4
Feb 27, 2024Meloun John PChief Financial OfficerSale6,160$10.09$62.2KForm 4
Feb 27, 2024Luna SarahPresidentSale5,399$10.01$54.0KForm 4
Feb 27, 2024Geisler AnthonyChief Executive OfficerSale17,901$9.93$177.8KForm 4
Feb 27, 2024Hagopian AndrewChief Legal OfficerSale5,260$10.06$52.9KForm 4
Feb 15, 2024Luna SarahPresidentSale912$10.94$10.0KForm 4
Sep 6, 2023GRAYSON CHELSEA ADirectorBuy1,000$19.45$19.4KForm 4
Aug 23, 2023Junk RyanChief Operating OfficerSale585$21.49$12.6KForm 4
Aug 16, 2023Clarke JairDirectorBuy1,000$23.10$23.1KForm 4
Aug 16, 2023Hagopian AndrewChief Legal OfficerBuy4,200$23.15$97.2KForm 4
Aug 15, 2023Geisler AnthonyChief Executive OfficerBuy21,750$22.93$498.7KForm 4

All 60 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Michael NuzzoChief Executive Officer55$324.6K$4.7M67
2025John KawajaFormer President, North America$289.2K$1.8M67
2025Timothy WeiderhoftChief Operating Officer, North America49$376.2K$1.6M67
2025Gavin O’ConnorChief Legal Counsel, Chief Administrative Officer and Secretary56$73.0K$1.2M67
2025Mark KingFormer Chief Executive Officer$519.9K67
2024Mark KingFormer Chief Executive Officer$400.0K$4.9M67

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Voss Capital, LP6,795,956$47.0M2.4%+337,303
Shay Capital LLC2,694,483$18.6M2.1%+1,620,832
BlackRock, Inc.2,436,664$16.9M0.0%+650,964
D. E. Shaw & Co., Inc.1,954,304$13.5M0.0%+158,182
Fund 1 Investments, LLC1,808,068$12.5M2.2%New
Kanen Wealth Management LLC1,702,669$11.8M2.9%+856,747
MSD Partners, L.P.1,655,390$11.5M14.9%No change
Vanguard Capital Management LLC1,456,448$10.1M0.0%+291,076
Hudson Bay Capital Management LP1,250,000$8.7M0.0%No change
Grizzlyrock Capital, LLC1,171,622$8.1M5.7%+177,042
Geode Capital Management, LLC861,915$6.0M0.0%+207,777
Nomura Holdings Inc648,679$4.5M0.0%+97,711
State Street Corp631,446$4.4M0.0%+65,708
CenterBook Partners LP627,951$4.3M0.2%−288,691
K2 Principal Fund, L.P.537,923$3.7M0.9%−62,077
Solel Partners LP485,300$3.4M0.6%−759,700
Caspian Capital LP450,355$3.1M1.8%No change
Luxor Capital Group, LP431,725$3.0M0.3%−177,550
CastleKnight Management LP381,500$2.6M0.1%No change
Goldman Sachs Group Inc377,971$2.6M0.0%+112,871
Vanguard Portfolio Management LLC362,409$2.5M0.0%+88,925
Jpmorgan Chase & Co339,721$2.4M0.0%+3,790
Prescott Group Capital Management, L.L.C.339,501$2.3M0.2%−499
CIBC Bancorp USA Inc.326,970$2.3M0.0%+571
MUFG Securities EMEA plc300,000$2.1M0.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Xponential Fitness, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARXponential Fitness, Inc.1
  • CIK0001802156
  • Employer ID (EIN)84-43951295
  • Filer statusAccelerated filer an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)7990 Services-Miscellaneous Amusement & Recreation1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address17877 Von Karman Ave, Suite 100, Irvine, CA 926141
  • Phone949.346.30001
  • Shares outstanding37,312,000 Common Class A shares; 11,738,000 Common Class B shares as of Feb 23, 20265
  • Public float$218.4M as of Jun 30, 20255
  • AuditorDeloitte & Touche LLP, Costa Mesa, California PCAOB ID 34; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceFeb 13, 20201
  • Filings436 in all: 4 (170), 8-K (73), 3 (23), 144 (22), 10-Q (16), CORRESP (15), SC 13G/A (13), UPLOAD (13)1
    All 36 form types

    SC 13G (12), SCHEDULE 13G/A (12), SC 13D/A (7), 10-K (5), DEF 14A (5), DEFA14A (5), ARS (4), SCHEDULE 13D/A (4), 424B4 (3), DRS/A (3), EFFECT (3), S-1/A (3), SCHEDULE 13G (3), 8-A12B (2), DRS (2), DRSLTR (2), S-1 (2), S-8 (2), SC 13D (2), SCHEDULE 13D (2), 10-K/A (1), 10-Q/A (1), 424B5 (1), 8-K/A (1), CERT (1), FWP (1), S-3 (1), S-3/A (1)

  • Latest filingsAnnual report (10-K) Mar 4, 2026
    Quarterly report (10-Q) Aug 7, 2026
    Proxy statement (DEF 14A) Apr 24, 2026
    Latest 8-K (8-K) Oct 13, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.0001 per shareXPOFNew York Stock Exchange

From the cover page of the 10-K filed Mar 4, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Xponential Fitness, Inc. names in Item 1A of its 10-K filed Mar 4, 2026: 70 risks under these headings, as written.5

  • Risks Related to Our Business and Industry
  • Our financial results are affected by the operating and financial results of, and our relationships with, our franchisees and master franchisees.
  • If we fail to successfully implement our growth strategy, which includes opening new studios by existing and new franchisees in existing and new markets, our ability to increase our revenue and results of operations could be adversely affected.
  • The number of new studios that actually open in the future may differ materially from the number of studio licenses sold to potential, existing and new franchisees.
  • If we are unable to anticipate and satisfy consumer preferences and shifting views of health, fitness, weight loss, and wellness, our business may be adversely affected.
  • Our success depends substantially on our ability to maintain the value and reputation of our brands.
  • Our business and operations could be negatively impacted by the recent changes in executive leadership.
  • Our future success depends on the continuing efforts of our key employees and our ability to attract and retain highly skilled personnel.
  • Our expansion into international markets exposes us to a number of risks that may have a material adverse impact on our financial condition and results of operations.
  • We have incurred operating losses in the past, may incur operating losses in the future and may not achieve or maintain profitability in the future.
  • Macroeconomic conditions or an economic downturn or uncertainty in our key markets could adversely affect discretionary spending and reduce demand for our and franchisees’ services and products, which could adversely affect our and franchisees’ ability to increase sales at existing studios or to open new studios.
  • Disruptions in the availability of financing for current or prospective franchisees could adversely affect our business, results of operations, cash flows and financial condition.
The other 59 risks
  • Franchisees may incur rising costs related to the construction of new studios and maintenance of existing studios, which could adversely affect the attractiveness of our franchise model.
  • If franchisees are unable to identify and secure suitable sites for new studios, our ability to open new studios and increase our revenue could be materially adversely affected.
  • Opening new studios in close proximity to existing studios may negatively impact existing studios’ revenue and profitability.
  • We, franchisees and master franchisees rely heavily on information systems provided by a single provider, and any material failure, interruption, weakness or termination with such supplier may prevent us from effectively operating our business and damage our reputation.
  • Franchisees have and could in the future take actions that harm our business.
  • Franchisees may not successfully execute our suggested best practices, which could harm our business.
  • We are subject to a variety of additional risks associated with franchisees.
  • Franchisee changes in control.
  • Franchisees that are operating entities.
  • Franchise agreement termination and nonrenewal.
  • Franchisee litigation and effects of regulatory efforts.
  • Franchise agreements and franchisee relationships.
  • We may not be able to fully realize the cost savings and benefits initially anticipated from the restructuring plan or the expected charges may be greater than expected, any of which could negatively impact our business.
  • We operate in a highly competitive market and we may be unable to compete successfully against existing and future competitors.
  • Franchisees may be unable to attract and retain customers, which would materially and adversely affect our business, results of operations, cash flows and financial condition.
  • New brands or services that we launch in the future may not be as successful as we anticipate, which could have a material adverse effect on our business, results of operations, cash flows and financial condition and we may not be able to successfully integrate acquired brands.
  • Our growth could place strains on our management, employees, information systems and internal controls, which may adversely impact our business.
  • We currently are, and may in the future be, subject to legal proceedings, regulatory disputes and governmental inquiries that could cause us to incur significant expenses, divert our management’s attention, and materially harm our business, results of operations, cash flows and financial condition.
  • We are and have in the past been the subject of government investigations which could have a material adverse impact on our business, financial condition, results of operation, cash flows and reputation.
  • We, franchisees and master franchisees could be subject to claims related to health and safety risks to customers that arise while at our and franchisees’ studios.
  • If we, franchisees, master franchisees or our third-party service providers fail to properly maintain the confidentiality and integrity of our data, including customer credit, debit card and bank account information and other personally identifiable information, we could incur significant liability or become subject to costly litigation and our reputation and business could be materially and adversely affected.
  • Failure by us, franchisees, master franchisees or third-party service providers to comply with existing or future data privacy laws and regulations could have a material adverse effect on our business.
  • Changes in legislation or requirements related to electronic funds transfer, or our or franchisees’ failure to comply with existing or future regulations, may adversely impact our business, results of operations, cash flows and financial condition.
  • We and franchisees are subject to a number of risks related to ACH, credit card, debit card and gift card payments we accept.
  • Our dependence on a limited number of suppliers for certain equipment, services and products could result in disruptions to our business and could adversely affect our revenue and results of operation.
  • Changes in trade policies, including tariffs, could adversely affect our business.
  • Our intellectual property rights, including trademarks and trade names, may be infringed, misappropriated or challenged by others.
  • We and franchisees are dependent on certain music licenses to permit franchisees to use music in their studios and to supplement workouts. Any failure to secure such licenses or to comply with the terms and conditions of such licenses may lead to third-party claims or lawsuits against us and/or franchisees and could have an adverse effect on our business.
  • Our quarterly results of operations and other operating metrics may fluctuate from quarter to quarter, which makes these results and metrics difficult to predict.
  • Past increases in same store sales may not be an indication of our future results of operations because such metric may fluctuate significantly.
  • Use of social media may adversely impact our reputation or subject us to fines or other penalties.
  • We may require additional capital to support business growth and objectives, and this capital might not be available to us on attractive terms, if at all, and may result in stockholder dilution.
  • We may engage in merger and acquisition activities, which could require significant management attention, disrupt our business, dilute stockholder value and adversely affect our results of operations.
  • Our reliance on a single third-party supplier for most retail products exposes us to operational and financial risks.
  • Goodwill and indefinite-lived intangible assets are a material component of our balance sheet and impairments of these assets could have a significant impact on our results.
  • We have incurred substantial indebtedness which could adversely affect our financial condition and limit our ability to pursue our growth strategy.
  • Our failure to satisfy the covenants in our credit agreement may result in events of default.
  • Restrictions imposed by our outstanding indebtedness and any future indebtedness may limit our ability to operate our business and to finance our future operations or capital needs or to engage in other business activities.
  • We will require a significant amount of cash to service our indebtedness. The ability to generate cash or refinance our indebtedness as it becomes due depends on many factors, some of which are beyond our control.
  • Failure to obtain and maintain required licenses and permits or to comply with health and fitness regulations could lead to delays in opening studios, interruptions in services or the closure of studios, thereby harming our business.
  • Sustainability issues may have an adverse effect on our business, financial condition and results of operations and damage our reputation.
  • Risks Related to Our Organizational Structure
  • We are a holding company and our principal asset is our 72.0% ownership interest in XPO Holdings, and we are accordingly dependent upon distributions from XPO Holdings to pay dividends, if any, and taxes, make payments under the TRA and pay other expenses.
  • In certain circumstances, XPO Holdings will be required to make distributions to us and the other holders of LLC Units, and the distributions that XPO Holdings will be required to make may be substantial.
  • Continuing Pre-IPO LLC Members hold a significant voting power and their interests in our business may be different than yours.
  • We will be required to pay the TRA parties for certain tax benefits we may receive, and the amounts we may pay could be significant.
  • Risks Related to Our Class A Common Stock
  • Some provisions of Delaware law and our amended and restated certificate of incorporation and amended and restated bylaws may deter third parties from acquiring us and diminish the value of our Class A common stock.
  • Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States as the sole and exclusive forums for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
  • Directors, officers, stockholders and affiliates of Snapdragon Capital Partners may pursue corporate opportunities independent of us that could present conflicts with our and our other stockholders’ interests.
  • The reduced disclosure requirements applicable to emerging growth companies may make our Class A common stock less attractive to investors.
  • The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company.”
  • If we fail to establish and maintain effective internal controls over financial reporting, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect investor confidence in us and, as a result, could have a material adverse effect on our business and stock price.
  • We have identified a material weakness in our internal control over financial reporting that could, if not remediated, result in material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations.
  • We have in the past and may in the future be subject to short selling strategies that may drive down the market price of our Class A common stock.
  • The trading price of our Class A common stock has been and may continue to be volatile, and the value of your investment could decline.
  • General Risks
  • We may face exposure to foreign currency exchange rate fluctuations.
  • Failure to comply with anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act and similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences.
  • Our and franchisees’ businesses are subject to the risk of earthquakes, fire, power outages, floods and other catastrophic events, and to interruption by manmade problems such as terrorism.
  • Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our business, results of operations, cash flows and financial condition.
  • Activist investors could cause us to incur substantial costs, divert management’s attention, and have an adverse effect on our business.

Legal proceedings

The information set forth in Note 16 “Contingencies and Litigation” in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K is incorporated herein by reference.

The opening of Item 3, Legal Proceedings.5

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