Xponential Fitness Announces Board & Executive Compensation Changes

Ticker: XPOF · Form: 8-K · Filed: 2025-08-07T00:00:00.000Z

Sentiment: neutral

Topics: management-change, executive-compensation, governance

Related Tickers: XPON

TL;DR

Xponential Fitness (XPON) filed an 8-K detailing board changes and executive comp updates. Watch for details.

AI Summary

Xponential Fitness, Inc. announced on August 7, 2025, changes in its board of directors and executive compensation arrangements. The filing details the departure of certain directors and the election of new ones, alongside updates to the compensatory arrangements for its named executive officers. Specific details regarding the individuals involved and the precise nature of the compensation changes are outlined within the report.

Why It Matters

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

Risk Assessment

Risk Level: medium — Changes in leadership and compensation can introduce uncertainty and signal potential strategic shifts, which may carry moderate risk.

Key Players & Entities

FAQ

What specific items are covered in this 8-K filing by Xponential Fitness, Inc.?

This 8-K filing covers the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements of certain officers, as well as financial statements and exhibits.

On what date was this 8-K report filed or effective?

The report was filed as of August 7, 2025, and the date of the earliest event reported is also August 7, 2025.

What is the exact name of the registrant as specified in its charter?

The exact name of the registrant is Xponential Fitness, Inc.

In which state was Xponential Fitness, Inc. incorporated or organized?

Xponential Fitness, Inc. was incorporated or organized in Delaware.

What is the principal executive office address for Xponential Fitness, Inc.?

The principal executive office address is 17877 Von Karman Avenue, Suite 100, Irvine, CA 92614.

From the Filing

0001193125-25-175028.txt : 20250807 0001193125-25-175028.hdr.sgml : 20250807 20250807090320 ACCESSION NUMBER: 0001193125-25-175028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20250807 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: 20250807 DATE AS OF CHANGE: 20250807 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: 251191961 BUSINESS ADDRESS: STREET 1: 17877 VON KARMAN AVE STREET 2: SUITE 100 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 949.346.3000 MAIL ADDRESS: STREET 1: 17877 VON KARMAN AVE STREET 2: SUITE 100 CITY: IRVINE STATE: CA ZIP: 92614 8-K 1 d92478d8k.htm 8-K 8-K false 0001802156 0001802156 2025-08-07 2025-08-07     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): August 7, 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 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  ☐       Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of New Chief Executive Officer and Director On August 7, 2025, Xponential Fitness, Inc. (the “Company”) announced that the Board of Directors (the “Board”) of the Company, upon recommendation by the Nominating and Corporate Governance Committee of the Board and the Human Capital Management Com

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