Voss Capital Takes 5.0% Stake in Xponential Fitness (XPOF)

TL;DR

**Voss Capital just bought 5% of Xponential Fitness, watch for potential upside or activist moves.**

AI Summary

Voss Capital, LLC, an investment firm based in Houston, TX, has disclosed a significant stake in Xponential Fitness, Inc. (XPOF), a fitness franchisor. As of December 8, 2023, Voss Capital, through its fund Voss Value Master Fund, L.P., beneficially owns 2,000,000 shares of Xponential Fitness Class A common stock, representing 5.0% of the company's outstanding shares. This matters to investors because a notable institutional investor has taken a substantial position, signaling potential confidence in XPOF's future performance or an intent to influence company strategy.

Why It Matters

This filing indicates a major institutional investor sees value in Xponential Fitness, which could be a positive signal for other investors and potentially lead to increased stock price volatility or activist engagement.

Risk Assessment

Risk Level: medium — While a large institutional investment can be a positive signal, it also introduces the risk of activist investor pressure or significant share sales if the investor's outlook changes.

Analyst Insight

A smart investor would monitor Xponential Fitness (XPOF) for any further filings from Voss Capital, LLC, or news regarding their engagement with the company, as this could signal potential changes in company strategy or a vote of confidence that could drive share price.

Key Numbers

• 2,000,000 — shares beneficially owned (the total number of Class A common stock shares Voss Capital holds in Xponential Fitness)
• 5.0% — percentage of class outstanding (the ownership percentage Voss Capital holds in Xponential Fitness Class A common stock)
• December 8, 2023 — date of event (the date that triggered the requirement to file this SC 13G)
• $0.0001 — par value per share (the nominal value of Xponential Fitness Class A common stock)

Key Players & Entities

• Voss Capital, LLC (company) — the investment firm filing the SC 13G
• Xponential Fitness, Inc. (company) — the subject company in which shares were acquired
• Voss Value Master Fund, L.P. (company) — the fund through which Voss Capital holds shares
• Houston, TX (company) — Voss Capital's business address
• Irvine, CA (company) — Xponential Fitness's business address

Forward-Looking Statements

• Voss Capital may seek to engage with Xponential Fitness management to influence strategic decisions. (Xponential Fitness, Inc.) — medium confidence, target: Q2 2024
• The stock price of Xponential Fitness (XPOF) could experience increased volatility due to this significant institutional ownership. (Xponential Fitness, Inc.) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.0001 — ssuer) Class A common stock, par value $0.0001 per share (Title of Class of Securitie

Filing Documents

• sc13g10925xpof_01052024.htm (SC 13G) — 162KB
• ex991to13g10925xpof_01052024.htm (EX-99.1) — 12KB
• 0000921895-24-000060.txt ( ) — 175KB

(a). Name of Issuer

Item 1(a). Name of Issuer: Xponential Fitness, Inc., a Delaware corporation (the “Issuer”).

(b). Address of Issuer’s Principal Executive Offices

Item 1(b). Address of Issuer’s Principal Executive Offices: 17877 Von Karman Ave., Suite 100 Irvine, California 92614

(a). Name of Person Filing

Item 2(a). Name of Person Filing

(b). Address of Principal Business Office or, if None, Residence

Item 2(b). Address of Principal Business Office or, if None, Residence

(c). Citizenship

Item 2(c). Citizenship Voss Value Master Fund, L.P. (“Voss Value Master Fund”) 3773 Richmond, Suite 500 Houston, Texas 77046 Citizenship: Cayman Islands Voss Value-Oriented Special Situations Fund, L.P. (“Voss Value-Oriented Special Situations Fund”) 3773 Richmond, Suite 500 Houston, Texas 77046 Citizenship: Texas Voss Advisors GP, LLC (“Voss GP”) 3773 Richmond, Suite 500 Houston, Texas 77046 Citizenship: Texas Voss Capital, LLC (“Voss Capital”), 3773 Richmond, Suite 500 Houston, Texas 77046 Citizenship: Texas Travis W. Cocke 3773 Richmond, Suite 500 Houston, Texas 77046 Citizenship: USA Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

(d). Title of Class of Securities

Item 2(d). Title of Class of Securities: Class A common stock, par value $0.0001 per share (the “Shares”).

(e). CUSIP Number

Item 2(e). CUSIP Number: 98422X101 7 CUSIP No. 98422X101

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: /x/ Not applicable. (a) / / Broker or dealer registered under Section 15 of the Exchange Act. (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act. (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) / / Investment company registered under Section 8 of the Investment Company Act. (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) / / A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J). (k) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Ownership

Item 4. Ownership (a) Amount beneficially owned: As of the close of business on January 5, 2024: (i) Voss Value Master Fund beneficially owned 825,000 Shares. (ii) Voss Value-Oriented Special Situations Fund beneficially owned 125,000 Shares. (iii) Voss GP, as the general partner of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, may be deemed the beneficial owner of the (i) 825,000 Shares beneficially owned by Voss Value Master Fund and (ii) 125,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund. 8 CUSIP No. 98422X101 (iv) Voss Capital, as the investment manager of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and certain accounts managed by Voss Capital (the “Voss Managed Accounts”), may be deemed the beneficial owner of the (i) 825,000 Shares beneficially owned by Voss Value Master Fund, (ii) 125,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund, and (iii) 1,910,000 Shares held in the Voss Managed Accounts. (v) Mr. Cocke, as the managing member of each of Voss Capital and Voss GP, may be deemed the beneficial owner of the (i) 825,000 Shares owned by Voss Value Master Fund, (ii) 125,000 Shares owned by Voss Value-Oriented Special Situations Fund, and (iii) 1,910,000 Shares held in the Voss Managed Accounts. (b) Percent of class: The aggregate percentage of the Shares reported owned by each person named herein is based upon 30,891,038 Shares outstanding as of October 31, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023. As of the close of business on January 5, 2024: (i) Voss Value Master Fund may be deemed to beneficially own approximately 2.7% of the outstanding Shares; (ii) Voss Value-Oriented Special Situations Fund may be deemed to beneficially own less than 1% of the outstanding Sha

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. Not applicable.

Ownership of More than Five Percent on Behalf of Another Person

Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable.

Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by

Item 7. Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. See Exhibit 99.1.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not applicable.

Certifications

Item 10. Certifications. By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 10 CUSIP No. 98422X101 SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: January 5, 2024 VOSS VALUE MASTER FUND, L.P. By: Voss Advisors GP, LLC General Partner By: /s/ Travis W. Cocke Name: Travis W. Cocke Title: Managing Member VOSS VALUE-ORIENTED SPECIAL SITUATIONS FUND, L.P. By: Voss Advisors GP, LLC General Partner By: /s/ Travis W. Cocke Name: Travis W. Cocke Title: Managing Member VOSS ADVISORS GP, LLC By: /s/ Travis W. Cocke Name: Travis W. Cocke Title: Managing Member VOSS CAPITAL LLC By: /s/ Travis W. Cocke Name: Travis W. Cocke Title: Managing Member /s/ Travis W. Cocke Travis W. Cocke 11

View Full Filing

View this SC 13G filing on SEC EDGAR