8-K

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): December 11, 2023

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 8.01. Other Events

On December 5, 2023, Xponential Fitness, Inc. (the “Company”) was contacted by the Securities and Exchange Commission (the “SEC”), requesting that the Company provide it with certain documents. The Company intends to cooperate fully with the SEC in this matter. The Company is making this disclosure at this time in order to provide an update regarding a press inquiry about the SEC contacting the Company, whereby the Company responded to the press inquiry before it had actually been contacted by the SEC. However, the Company does not otherwise intend to provide additional information regarding this matter unless and until it believes there is a material development that warrants public disclosure.

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: December 11, 2023	By:	/s/ John Meloun
	Name:	John Meloun
	Title:	Chief Financial Officer

XML

Document and Entity Information	Dec. 11, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001802156
Document Type	8-K
Document Period End Date	Dec. 11, 2023
Entity Registrant Name	XPONENTIAL FITNESS, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-40638
Entity Tax Identification Number	84-4395129
Entity Address, Address Line One	17877 Von Karman Ave.
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92614
City Area Code	(949)
Local Phone Number	346-3000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A common stock, par value $0.0001 per share
Trading Symbol	XPOF
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false