Xponential Fitness Announces Board and Executive Changes

Ticker: XPOF · Form: 8-K · Filed: 2025-06-17T00:00:00.000Z

Sentiment: neutral

Topics: management-change, compensation

Related Tickers: XPOF

TL;DR

XPOF board shakeup and exec comp changes filed 6/16.

AI Summary

Xponential Fitness, Inc. announced on June 16, 2025, changes in its board of directors and executive compensation arrangements. The filing details the departure of certain officers and the election of new directors, alongside updates to compensatory arrangements for key executives.

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 leadership and compensation can introduce uncertainty regarding future strategic direction and operational stability.

Key Players & Entities

FAQ

What specific roles have seen departures or appointments?

The filing indicates the departure of certain officers and the election of new directors, but does not specify the exact roles affected in this summary.

When was the earliest event reported in this filing?

The earliest event reported was on June 16, 2025.

What is Xponential Fitness, Inc.'s state of incorporation?

Xponential Fitness, Inc. is incorporated in Delaware.

What is the company's principal business address?

The principal business address is 17877 Von Karman Ave., Suite 100, Irvine, CA 92614.

What specific compensatory arrangements were updated?

The filing mentions updates to compensatory arrangements of certain officers, but the specific details are not provided in the summary.

From the Filing

0001193125-25-141805.txt : 20250617 0001193125-25-141805.hdr.sgml : 20250617 20250617090515 ACCESSION NUMBER: 0001193125-25-141805 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20250616 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20250617 DATE AS OF CHANGE: 20250617 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: 251052057 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 d947712d8k.htm 8-K 8-K false 0001802156 0001802156 2025-06-16 2025-06-16     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): June 16, 2025     XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter)       Delaware   001-40638   84-4395129 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.) 17877 Von Karman Ave. , Suite 100 Irvine , CA 92614 (Address of principal registered 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 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 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 June 16, 2025, the Board of Directors (the “Board”) of Xponential Fitness, Inc. (the “Company”), upon recommendation by the Nominating and Corporate Governance Committee of the Board, elected and appointed Lily Yang as a member of the Board and as the Chair of the Audit Committee of the Board. Lily Yang,

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