Xponential Fitness Announces Executive & Board Changes

TL;DR

Xponential Fitness (XPEN) filed an 8-K detailing new directors, officers, and executive pay. Watch for strategic shifts.

AI Summary

Xponential Fitness, Inc. announced on May 15, 2025, several key executive and board changes. The company elected new directors, appointed new officers, and disclosed details regarding compensatory arrangements for certain officers. This filing also includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

Changes in leadership and executive compensation can signal shifts in company strategy or financial priorities, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Executive and board changes can introduce uncertainty regarding future strategy and operational direction.

Key Players & Entities

• Xponential Fitness, Inc. (company) — Registrant
• May 15, 2025 (date) — Date of earliest event reported

FAQ

From the Filing

0001193125-25-120372.txt : 20250515 0001193125-25-120372.hdr.sgml : 20250515 20250515090321 ACCESSION NUMBER: 0001193125-25-120372 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20250515 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20250515 DATE AS OF CHANGE: 20250515 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40638 FILM NUMBER: 25949143 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 d830201d8k.htm 8-K 8-K false 0001802156 0001802156 2025-05-15 2025-05-15     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): May 15, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 15, 2025, Xponential Fitness, Inc. (the “Company”) announced that Mark King, the Company’s Chief Executive Officer (“CEO”) and a member of the Company’s board of directors (the “Board”), has informed the Company’s Board that he intends to retire as the Company&#8