Xponential Fitness Announces Board and Executive Changes

Ticker: XPOF · Form: 8-K · Filed: 2025-09-05T00:00:00.000Z

Sentiment: neutral

Topics: management-change, compensation

Related Tickers: XPOF

TL;DR

XPOF board shakeup and exec comp changes filed 9/5.

AI Summary

Xponential Fitness, Inc. announced on September 5, 2025, changes in its board of directors and executive compensation. Specifically, the company reported the departure of certain officers and the election of new directors, alongside updates to compensatory arrangements for its 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 about future strategic direction and operational stability.

Key Players & Entities

FAQ

Who are the specific officers that departed from Xponential Fitness?

The filing indicates the departure of 'certain officers' but does not name them specifically in the provided text.

Were any new directors elected to the Xponential Fitness board?

Yes, the filing states 'Election of Directors' as an item of information, indicating new directors were elected.

What specific changes were made to executive compensation arrangements?

The filing mentions 'Compensatory Arrangements of Certain Officers' but does not detail the specific changes in the provided text.

What is the exact date of the report for Xponential Fitness?

The report is dated September 5, 2025, which is also the date of the earliest event reported.

What is the principal executive office address for Xponential Fitness?

The principal executive offices are located at 17877 Von Karman Ave., Suite 100, Irvine, CA 92614.

From the Filing

0001193125-25-196622.txt : 20250905 0001193125-25-196622.hdr.sgml : 20250905 20250905090107 ACCESSION NUMBER: 0001193125-25-196622 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20250905 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20250905 DATE AS OF CHANGE: 20250905 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: 251295104 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 d48293d8k.htm 8-K 8-K false 0001802156 0001802156 2025-09-05 2025-09-05     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): September 5, 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 executive offices) (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:   ☐ 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 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. Effective September 5, 2025, John Kawaja, President of North America of Xponential Fitness, Inc. has separated from the Company.   SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.       XPONENTIAL FITNESS, INC. Date: September 5,

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