Xponential Fitness Inc SEC Filings

D. E. Shaw-affiliated entities report beneficial ownership of 3,276,973 shares of Xponential Fitness Class A common stock, representing 8.9% of the outstanding class on the basis stated in the filing. The total share count used to calculate the percentage is 36,908,960, comprised of 35,097,000 outstanding Class A shares and 1,811,960 shares issuable upon conversion of convertible preferred securities.

The disclosed position reflects shared voting and dispositive power over the 3,276,973 shares across multiple D. E. Shaw entities and David E. Shaw, with no reporting person claiming sole voting or dispositive power. Several affiliated entities report zero ownership. The filing includes a joint filing agreement and powers of attorney supporting the signatures.

Rachel H. Lee, a director of Xponential Fitness, Inc. (XPOF), was granted 9,221 restricted stock units (RSUs) on 08/25/2025. The RSUs cover Class A common stock and were reported on Form 4 filed with a signature dated 08/27/2025. The award vests subject to continued service on the earlier of the first anniversary of the issuer's 2025 Annual Meeting of Stockholders and the date of the 2026 Annual Meeting of Stockholders.

The filing was submitted by an attorney-in-fact and shows the reporting person filed as a single reporting person and is identified as a director. No derivative transactions, prices other than $0 for the RSU grant, or other compensation items are disclosed in this Form 4.

Rachel H. Lee, a director of Xponential Fitness, Inc. (XPOF), reported beneficial ownership of 9,221 shares of Class A common stock on Form 3 dated 08/25/2025. The filing indicates the ownership is direct and the Form 3 was submitted by a single reporting person, signed by an attorney-in-fact on 08/27/2025.

Michael Nuzzo, Chief Executive Officer and Director of Xponential Fitness, Inc. (XPOF), received awards of restricted stock units (RSUs) totaling 432,738 shares. The Form 4 reports two RSU grants each covering 216,369 shares granted under the companys equity incentive plan on August 21, 2025.

One tranche vests 25% at each of the 12-, 24-, 30- and 36-month anniversaries of August 7, 2025, subject to continued employment. The second tranche vests in three substantially equal amounts if the companys Class A common stock closes at or above $16.00, $25.00, or $30.00 for 20 consecutive trading days during the 36 months after August 7, 2025, also subject to continued employment.

Nut Tree Capital group reports 1,125,404 Class A shares of Xponential Fitness, representing about 3.2% of outstanding Class A common stock as of June 30, 2025. The shares are held by Nut Tree Master Fund, LP, for which Nut Tree Capital Management, LP is the investment adviser; Nut Tree Capital Management GP, LLC is the general partner; and Jared R. Nussbaum is CIO and sole member of the GP. The filing discloses shared voting and dispositive power over these shares and reports no sole voting or sole dispositive power.

The disclosure states the holdings were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. Based on the issuer’s April 30, 2025 share count cited in the filing (~34.926 million shares), the position is below the 5% reporting threshold that would indicate a larger, potentially control-oriented stake.

Xponential Fitness Schedule 13G/A shows Ameriprise Financial, Inc. and affiliated Columbia advisers report shared voting and dispositive power over roughly 1.35 million shares of Class A common stock. The filing breaks out 1,354,250 shares for Ameriprise and Columbia Management and 1,352,429 shares for Columbia Wanger Asset Management.

Those positions are reported as representing 3.9% of the Class A shares and are disclosed as shared voting and shared dispositive power with no sole voting or sole dispositive power indicated. Each reporting person disclaims beneficial ownership and the filing includes exhibits identifying subsidiaries involved and a joint filing agreement.

Bruce N. Haase, a director of Xponential Fitness, Inc. (XPOF), reported the disposition of 70,000 shares of Class A common stock on 08/12/2025 at a weighted average price of $7.667 per share. Following the reported transaction, Haase is shown as directly owning 95,937 shares. The Form 4 lists the transaction code as "P" and includes a note that the reported price is a weighted average and that the reporting person will provide detailed per-price sale information on request.

The Form was signed by an attorney-in-fact on behalf of Haase. No derivative transactions were reported on this filing.