Xponential Fitness Enters Material Definitive Agreement

TL;DR

XPOF signed a new financial deal, details to come.

AI Summary

On March 14, 2025, Xponential Fitness, Inc. entered into a material definitive agreement related to a financial obligation. The company, headquartered in Irvine, CA, filed this 8-K report on March 17, 2025, detailing the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement.

Why It Matters

This filing indicates a significant financial commitment or arrangement for Xponential Fitness, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and financial obligation, which warrants attention but lacks specific details to assess immediate risk.

Key Numbers

• 001-40638 — SEC File Number (Identifies the company's filing history with the SEC.)
• 84-4395129 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Xponential Fitness, Inc. (company) — Registrant
• March 14, 2025 (date) — Date of earliest event reported
• March 17, 2025 (date) — Filing date
• 17877 Von Karman Ave., Suite 100 Irvine, CA 92614 (location) — Principal executive offices address

FAQ

From the Filing

0001193125-25-055276.txt : 20250317 0001193125-25-055276.hdr.sgml : 20250317 20250317090014 ACCESSION NUMBER: 0001193125-25-055276 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20250314 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20250317 DATE AS OF CHANGE: 20250317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Xponential Fitness, Inc. CENTRAL INDEX KEY: 0001802156 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 844395129 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40638 FILM NUMBER: 25742548 BUSINESS ADDRESS: STREET 1: 17877 VON KARMAN AVE STREET 2: SUITE 100 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 6507522078 MAIL ADDRESS: STREET 1: 17877 VON KARMAN AVE STREET 2: SUITE 100 CITY: IRVINE STATE: CA ZIP: 92614 8-K 1 d888017d8k.htm 8-K 8-K false 0001802156 0001802156 2025-03-14 2025-03-14     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 organization)   (Commission File Number)   (I.R.S. Employer Identification No.)   17877 Von Karman Ave. , Suite 100 Irvine , CA   92614 (Address of principal executive offices)   (Zip Code) Registrant’s telephone number, including area code: (949) 346-3000     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2, below):   ☐ 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 Exchange 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 the 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.  ☐       Item 1.01 Entry into a Material Definitive Agreement. On March 14, 2025, Xponential Fitness, Inc. (the “Company”) and certain of the Company’s domestic subsidiaries entered into an eighth amendment (the “Amendment”) to its existing financing agreement dated as of April 19, 2021, as previously amended by the first amendment thereto dated as of July 27, 2021, the second amendment thereto dated as of October 8, 2021, the third amendment thereto dated as of September 30, 2022, the four