Xponential Fitness Files Definitive Proxy Statement

TL;DR

Xponential Fitness filed its proxy statement for the May 21st meeting. Shareholders get to vote.

AI Summary

Xponential Fitness, Inc. filed its definitive proxy statement (DEF 14A) on April 25, 2025, for its annual meeting on May 21, 2025. The filing provides information required for the proxy statement, including details about the company's operations and governance. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda and proposals for the upcoming annual meeting, allowing them to make informed voting decisions on company matters.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) that provides information to shareholders and does not inherently contain new material risks.

Key Numbers

• 001-40638 — SEC File Number (Identifies the company's registration with the SEC.)

Key Players & Entities

• Xponential Fitness, Inc. (company) — Registrant
• 0001140361-25-015745 (filing_id) — Accession Number
• 20250425 (date) — Filing Date
• 20250521 (date) — Meeting Date

FAQ

From the Filing

0001140361-25-015745.txt : 20250425 0001140361-25-015745.hdr.sgml : 20250425 20250425161542 ACCESSION NUMBER: 0001140361-25-015745 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 17 CONFORMED PERIOD OF REPORT: 20250521 FILED AS OF DATE: 20250425 DATE AS OF CHANGE: 20250425 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 EIN: 844395129 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40638 FILM NUMBER: 25874247 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 DEF 14A 1 ny20043869x1_def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    )         Filed by the Registrant ☒     Filed by a Party other than the Registrant   ☐         Check the appropriate box:   ☐ Preliminary Proxy Statement   ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement   ☐ Definitive Additional Materials   ☐ Soliciting Material under §240.14a-12 Xponential Fitness, Inc. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box):           ☒     No fee required.     ☐     Fee paid previously with preliminary materials:     ☐     Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.       TABLE OF CONTENTS   NOTICE & PROXY STATEMENT   2025 Annual Meeting of Stockholders   May 21, 2025 10:00 a.m. (Pacific Time) TABLE OF CONTENTS XPONENTIAL FITNESS, INC. 17877 Von Karman Ave., Suite 100 Irvine, CA 92614 April 25, 2025 To Our Stockholders: You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Xponential Fitness, Inc., which will be held on Wednesday, May 21, 2025, solely by means of remote communication in virtual-only format, commencing at 10:00 a.m. Pacific Time. You will not be able to attend the Annual Meeting in person. The Annual Meeting will be held virtually. The Notice of Annual Meeting of Stockholders and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Please see the section titled “Who can attend the Annual Meeting?” on page  3 of the Proxy Statement for more information about how to attend the meeting online. Whether or not you attend the Annual Meeting, it is important that your shares and votes are represented. Therefore, I urge you to promptly vote. Instructions for how to vote are contained on the enclosed proxy card. You can submit your vote by phone, via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you decide to attend the Annual Meeting, you will be able to vote at the Annual Meeting even if you have previously submitted your proxy card. Thank you for your support. Sincerely,   Mark King Director and Chief Executive Officer TABLE OF CONTENTS XPONENTIAL FITNESS, INC. 17877 Von Karman Ave., Suite