Xponential Fitness Appoints New Directors, Amends Executive Contracts

TL;DR

Xponential Fitness adds two directors and updates exec pay, including CEO Brenda Morris.

AI Summary

Xponential Fitness, Inc. announced on November 1, 2024, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, Sarah L. Fleming and David R. Miller, to its Board, effective November 1, 2024. Additionally, the company entered into new employment agreements with certain officers, including an amended and restated employment agreement with its CEO, Brenda L. Morris.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board and executive compensation can introduce uncertainty regarding future strategic direction and management stability.

Key Players & Entities

• Xponential Fitness, Inc. (company) — Registrant
• Sarah L. Fleming (person) — Newly elected director
• David R. Miller (person) — Newly elected director
• Brenda L. Morris (person) — CEO and party to amended employment agreement
• November 1, 2024 (date) — Effective date of director appointments and reportable event

FAQ

Key Financial Figures

• $0.0001 — stered Class A Common Stock, par value $0.0001 per share XPOF New York Stock Excha

Filing Documents

• d870496d8k.htm (8-K) — 21KB
• 0001193125-24-250716.txt ( ) — 144KB
• xpof-20241101.xsd (EX-101.SCH) — 3KB
• xpof-20241101_lab.xml (EX-101.LAB) — 18KB
• xpof-20241101_pre.xml (EX-101.PRE) — 11KB
• d870496d8k_htm.xml (XML) — 4KB

From the Filing

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 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 organization) (Commission File Number) (I.R.S. Employer Identification Number) 17877 Von Karman Avenue , Suite 100 Irvine , CA 92614 (Address of principal executive offices, including Zip Code) (949) 346-3000 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Forms 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Class A Common Stock, par value $0.0001 per share XPOF New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act Item5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 1, 2024, Mr. Ryan Junk tendered his resignation as Chief Operating Officer of Xponential Fitness, Inc. (the "Company") to the Company effective November 4, 2024. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. XPONENTIAL FITNESS, INC. Date: November 4, 2024 By: /s/ John Meloun Name John Meloun Title Chief Financial Officer