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LOS ANGELES--(BUSINESS WIRE)---- $XPOF--XPOF Investors Have Opportunity to Join Xponential Fitness, Inc. Fraud Investigation with the Schall Law Firm.

NEW YORK, March 24, 2026 (GLOBE NEWSWIRE) -- Pomerantz LLP is investigating claims on behalf of investors of Xponential Fitness, Inc. (“Xponential” or the “Company”) (NYSE: XPOF). Such investors are advised to contact Danielle Peyton at [email protected] or 646-581-9980, ext. 7980.

The investigation concerns whether Xponential and certain of its officers and/or directors have engaged in securities fraud or other unlawful business practices. 

[Click here for information about joining the class action]

On February 26, 2026, Xponential reported its fourth quarter and full year 2025 financial results, including a much larger-than-expected loss and a projected 16% decline in revenue in 2026.  Xponential also announced that its “has agreed to pay $17.0 million over a 12-month period” and “recently finalized a $22.75 million settlement (to be paid out over a thirty-five month period) with over 500 current and former franchisees” to settle allegations that it had misled franchisees over financial projections and the financial health of certain fitness studios. 

On this news, Xponential’s stock price fell $3.79 per share, or 47.08%, to close at $4.26 per share on February 27, 2026.

Pomerantz LLP, with offices in New York, Chicago, Los Angeles, London, Paris, and Tel Aviv, is acknowledged as one of the premier firms in the areas of corporate, securities, and antitrust class litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, Pomerantz pioneered the field of securities class actions. Today, more than 85 years later, Pomerantz continues in the tradition he established, fighting for the rights of the victims of securities fraud, breaches of fiduciary duty, and corporate misconduct. The Firm has recovered numerous multimillion-dollar damages awards on behalf of class members. See www.pomlaw.com.

Attorney advertising. Prior results do not guarantee similar outcomes.

CONTACT:
Danielle Peyton
Pomerantz LLP
[email protected]
646-581-9980 ext. 7980

Bragar Eagel & Squire, P.C. Litigation Partner Brandon Walker Encourages Investors Who Suffered Losses In Xponential (XPOF) To Contact Him Directly To Discuss Their Options

If you purchased or acquired stock in Xponential and would like to discuss your legal rights, call Bragar Eagel & Squire partner Brandon Walker or Melissa Fortunato directly at (212) 355-4648.

Click here to participate in the action.

NEW YORK, March 30, 2026 (GLOBE NEWSWIRE) --

What’s Happening:

Bragar Eagel & Squire, P.C., a nationally recognized stockholder rights law firm, is investigating potential claims against Xponential Fitness, Inc. (“Xponential” or the “Company”) (NYSE:XPOF) on behalf of Xponential stockholders. Our investigation concerns whether Xponential has violated the federal securities laws and/or engaged in other unlawful business practices.
Investigation Details:

On February 26, 2026, Xponential filed with the Securities and Exchange Commission a Current Report on Form 8-K announcing a stipulated consent agreement between the Federal Trade Commission ("FTC") and Xponential regarding the FTC's previous investigation into Xponential. The report stated that, "the Company has agreed to pay $17.0 million over a 12-month period. The Company has also recently finalized a $22.75 million settlement (to be paid out over a thirty-five month period) with over 500 current and former franchisees." Following this news, Xponential's stock price dropped $3.79 per share, or 47.1%, to close at $4.26 on February 27, 2026.
Next Steps:

If you purchased or otherwise acquired Xponential shares and suffered a loss, are a long-term stockholder, have information, would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Brandon Walker or Melissa Fortunato by email at [email protected], by telephone at (212) 355-4648, or by filling out this contact form.  There is no cost or obligation to you.
About Bragar Eagel & Squire, P.C.:

Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York, South Carolina, and California. The firm represents individual and institutional investors in securities,
derivative, and commercial litigation as well as individuals in consumer protection and data privacy litigation. The firm has a nationwide practice and routinely handles cases in both federal and state courts. For more information about the firm, please visit www.bespc.com.  Attorney advertising.  Prior results do not guarantee similar outcomes.

Follow us for updates on LinkedIn and Facebook, and keep up with other news by following Brandon Walker, Esq. on LinkedIn.

Contact Information:

Bragar Eagel & Squire, P.C.
Brandon Walker, Esq.
Melissa Fortunato, Esq.
(212) 355-4648
[email protected]
www.bespc.com

LOS ANGELES, April 06, 2026 (GLOBE NEWSWIRE) -- The Portnoy Law Firm advises Xponential Fitness, Inc., (“Xponential" or the "Company") (NYSE:XPOF) investors that the firm has initiated an investigation into possible securities fraud, and may file a class action on behalf of investors.

Investors are encouraged to contact attorney Lesley F. Portnoy, by phone 310-692-8883 or email: [email protected], to discuss their legal rights, or join the case via https://portnoylaw.com/xponential-fitness-inc. The Portnoy Law Firm can provide a complimentary case evaluation and discuss investors’ options for pursuing claims to recover their losses.

Xponential’s stock price plummeted by as much as 39% during intraday trading on June 27, 2023, thereby injuring investors. This sharp market decline was triggered by a June 26, 2023, report from Fuzzy Panda Research alleging that the boutique fitness franchisor was “hiding the fact that many of their brands and franchisees are struggling.” The research firm directly challenged management’s transparency, specifically disputing the CEO’s claims that the Company has “never closed a store” by documenting more than 30 permanently shuttered locations. Furthermore, the report cited franchise documents suggesting a dire financial outlook for the majority of the network, claiming that 8 out of every 10 Xponential brands lose money on a monthly basis. With allegations that over half of the Company’s studios have failed to ever produce a positive financial return, the market reacted with significant volatility to the prospect of systemic operational failures and misleading corporate narratives.

The Portnoy Law Firm represents investors in pursuing claims caused by corporate wrongdoing. The Firm’s founding partner has recovered over $5.5 billion for aggrieved investors. Attorney advertising. Prior results do not guarantee similar outcomes.

Lesley F. Portnoy, Esq.
Admitted CA, NY and TX Bar
[email protected]
310-692-8883
www.portnoylaw.com

Attorney Advertising

Posted by Defense World Staff on Apr 7th, 2026

JPMorgan Chase & Co. raised its holdings in Xponential Fitness, Inc. (NYSE:XPOF – Free Report) by 75.0% during the 3rd quarter, according to its most recent disclosure with the Securities and Exchange Commission (SEC). The institutional investor owned 297,838 shares of the company’s stock after purchasing an additional 127,631 shares during the period. JPMorgan Chase & Co. owned 0.61% of Xponential Fitness worth $2,320,000 at the end of the most recent reporting period.

Other institutional investors and hedge funds also recently modified their holdings of the company. SkyView Investment Advisors LLC lifted its stake in shares of Xponential Fitness by 4.9% during the second quarter. SkyView Investment Advisors LLC now owns 39,871 shares of the company’s stock valued at $302,000 after buying an additional 1,859 shares during the period. Raymond James Financial Inc. lifted its stake in shares of Xponential Fitness by 20.4% during the third quarter. Raymond James Financial Inc. now owns 14,732 shares of the company’s stock valued at $115,000 after buying an additional 2,500 shares during the period. Rhumbline Advisers lifted its stake in shares of Xponential Fitness by 8.1% during the second quarter. Rhumbline Advisers now owns 35,633 shares of the company’s stock valued at $267,000 after buying an additional 2,668 shares during the period. Vanguard Group Inc. lifted its stake in shares of Xponential Fitness by 0.3% during the third quarter. Vanguard Group Inc. now owns 1,554,023 shares of the company’s stock valued at $12,106,000 after buying an additional 4,495 shares during the period. Finally, Aquatic Capital Management LLC purchased a new position in shares of Xponential Fitness during the third quarter valued at approximately $44,000. Hedge funds and other institutional investors own 58.55% of the company’s stock.

Xponential Fitness Stock Performance Shares of XPOF stock opened at $6.74 on Tuesday. Xponential Fitness, Inc. has a one year low of $3.83 and a one year high of $11.14. The company has a 50 day moving average price of $6.92 and a 200 day moving average price of $7.22. The firm has a market capitalization of $330.55 million, a price-to-earnings ratio of -4.62 and a beta of 1.22.

Xponential Fitness (NYSE:XPOF – Get Free Report) last issued its quarterly earnings results on Thursday, February 26th. The company reported ($0.91) EPS for the quarter, missing the consensus estimate of ($0.03) by ($0.88). Xponential Fitness had a negative return on equity of 2.19% and a negative net margin of 10.90%.The company had revenue of $82.96 million for the quarter, compared to analyst estimates of $73.42 million. During the same period last year, the company posted ($0.19) EPS. The business’s revenue for the quarter was down .3% on a year-over-year basis. As a group, equities analysts forecast that Xponential Fitness, Inc. will post 0.61 EPS for the current fiscal year.

Wall Street Analyst Weigh In XPOF has been the topic of several recent analyst reports. Guggenheim reduced their price objective on shares of Xponential Fitness from $12.00 to $10.00 and set a “buy” rating on the stock in a research note on Monday, March 2nd. Roth Mkm downgraded shares of Xponential Fitness from a “buy” rating to a “neutral” rating and set a $7.00 price objective on the stock. in a research note on Friday, February 27th. Robert W. Baird reduced their price objective on shares of Xponential Fitness from $8.00 to $6.50 and set a “neutral” rating on the stock in a research note on Friday, February 27th. Wall Street Zen downgraded shares of Xponential Fitness from a “buy” rating to a “hold” rating in a research note on Saturday, March 7th. Finally, KeyCorp initiated coverage on shares of Xponential Fitness in a research note on Thursday, March 12th. They set a “sector weight” rating on the stock. One analyst has rated the stock with a Buy rating, six have issued a Hold rating and two have assigned a Sell rating to the stock. According to MarketBeat, the stock has a consensus rating of “Reduce” and a consensus target price of $8.92.

Check Out Our Latest Report on Xponential Fitness

About Xponential Fitness (Free Report)

Xponential Fitness is a leading franchisor and operator of boutique fitness studios headquartered in Irvine, California. The company specializes in developing, marketing, and supporting a portfolio of fitness brands that deliver low-impact cardio, strength training, and mindful movement workouts. Through its asset-light franchise model, Xponential provides entrepreneurs with proprietary studio designs, branded equipment, digital support, and comprehensive training programs to ensure consistent member experiences.

Its portfolio comprises core brands such as Club Pilates, Pure Barre, CycleBar, StretchLab, YogaSix, Row House, Rumble, AKT, and STRIDE.

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IRVINE, Calif.--(BUSINESS WIRE)--Xponential Fitness, a leading curator of globally and nationally recognized boutique health and wellness brands, announced today the signing of its largest multi-unit agreement in the company's history. Riser Fitness has obtained the remaining territories in six states and has agreed to open 127 Club Pilates studios over the next five years. The agreement will expand Riser Fitness and Club Pilates' reach in the following states: California Idaho Minnesota Nevada.

IRVINE, Calif.--(BUSINESS WIRE)--Xponential Fitness, Inc. (NYSE: XPOF) (“Xponential” or the “Company”), one of the leading global franchisors of boutique health and wellness brands, today reported financial results for the first quarter ended March 31, 2026.

Financial Highlights: Q1 2026 Compared to Q1 2025

Revenue of $60.7 million decreased 21%. North America system-wide sales1 increased 2% to $436.9 million. North America same store sales2 decreased 6%, compared to growth of 6%. North America quarterly run-rate average unit volume (AUV)3 of $662,000, compared to $685,000. Net loss of $0.8 million, or a loss of $0.02 per basic share, on a share count of 37.3 million shares of Class A Common Stock, compared to a net loss of $2.7 million, or loss per basic share of $0.10, on a share count of 33.9 million shares of Class A Common Stock. Adjusted net loss4 of $2.0 million, or an adjusted net loss of $0.04 per basic share4, compared to adjusted net loss4 of $7.7 million, or adjusted net loss of $0.20 per basic share4. Adjusted EBITDA5 of $20.4 million, compared to $27.3 million. “During the first quarter, we continued to strengthen execution across Xponential, including the addition of Robert Julian as interim Chief Financial Officer, Erik Quade as Chief Information Officer, and starting mid-May Steph So as our new Chief Marketing Officer, which further deepens our capabilities across finance, technology, and marketing,” said Mike Nuzzo, CEO of Xponential Fitness, Inc. “We are operating as a more unified organization, aligning marketing, operations, technology, and brand-building to drive stronger performance and lay the foundation for continued improvement.”

Mr. Nuzzo continued, “As we look ahead, our focus is on restoring sustainable organic growth through a more disciplined framework. This includes stabilizing top-of-funnel lead generation, improving lead-to-member conversion, and optimizing pricing and membership structures over time, all while continuing to support retention through class innovation, studio remodel programs, and clear brand positioning. We are confident these actions will strengthen performance and position us well for the quarters ahead.”

Operating Results for the First Quarter Ended March 31, 2026

Total revenue was $60.7 million, down 21% from the prior year period. The decline in total revenue was expected and driven primarily by strategic divestitures, fewer equipment installations, and lower merchandise revenue following the Company’s transition to the new outsourced logistics arrangement.

Franchise revenue was $41.2 million, down 6% year-over-year. This decline was driven primarily by a decrease in same store sales, coupled with brand divestitures completed in 2025.

Equipment revenue was $4.4 million, down 61% year-over-year. This decrease was primarily the result of fewer global equipment installations, driven by fewer studio openings and lower franchise license sales.

Merchandise revenue was $0.7 million, down 90% year-over-year. The decrease was primarily driven by the Company’s transition from an in-house wholesale model, where it recorded the full value of merchandise revenue, to an outsourced retail model, which now records only the commission, or net profit from retail items sold.

Franchise marketing fund revenue was $8.7 million, down 6% year-over-year. The decrease was primarily due to lower system-wide sales stemming from divested brands.

Other service revenue was $5.8 million, down 8% year-over-year, primarily driven by lower vendor commission and brand access fee revenues.

Selling, general and administrative expenses were $30.0 million, down 34% year-over-year, primarily driven by lower legal and personnel-related costs.

Marketing fund expenses were $11.7 million, up 25% year-over-year. This increase reflected the timing of incremental marketing spend, as the Company front-loaded more investment in the first quarter of 2026 compared with the first quarter of 2025.

Net loss totaled $0.8 million, or a loss of $0.02 per basic share, compared to a net loss of $2.7 million, or a loss of $0.10 per basic share, in the prior year period.

Adjusted net loss4 was $2.0 million, or adjusted net loss of $0.04 per basic share4, compared to adjusted net loss4 of $7.7 million, or adjusted net loss of $0.20 per basic share4.

Adjusted EBITDA5 was $20.4 million, down 25% from $27.3 million in the prior year period.

Liquidity and Capital Resources

As of March 31, 2026, the Company had approximately $21.5 million of cash, cash equivalents and restricted cash and $523.7 million in total long-term debt. Net cash used in operating activities was $21.7 million for the quarter ended March 31, 2026.

All financial data included in this release refer to global numbers, unless otherwise noted. All KPI information is presented on an adjusted basis to include full historical data for all brands in the brand portfolio as of March 31, 2026, and to exclude all information for all brands not owned as of March 31, 2026. Definitions for the non-GAAP measures and a reconciliation to the corresponding GAAP measures are included in the tables that accompany this release.

2026 Outlook

The Company is reiterating full year 2026 outlook, which compares to 2025 results as follows:

Net new studio openings in the range of 150 to 170, or a decrease of 20% at the midpoint; North America system-wide sales1 in the range of $1.72 billion to $1.80 billion, or an increase of 1% at the midpoint; Revenue in the range of $260.0 million to $270.0 million, representing a decrease of 16% at the midpoint; and Adjusted EBITDA5 in the range of $100.0 million to $110.0 million, representing a decrease of 6% at the midpoint. Additional key assumptions for full year 2026 include:

Tax rate in the mid-to-high single digits; Share count of 40.9 million shares of Class A Common Stock for the GAAP EPS and Adjusted EPS calculations. A full explanation of the Company’s share count calculation and associated EPS and Adjusted EPS calculations can be found in the tables at the end of this press release. The Company is not able to provide a quantitative reconciliation of the estimated full year Adjusted EBITDA for fiscal year ending December 31, 2026 without unreasonable efforts to the most directly comparable GAAP financial measure due to the high variability, complexity and low visibility with respect to certain items such as taxes, tax receivable agreement remeasurements, and income and expense from changes in fair value of contingent consideration from acquisitions. We expect the variability of these items to have a potentially unpredictable and potentially significant impact on future GAAP financial results, and, as such, we also believe that any reconciliations provided would imply a degree of precision that would be confusing or misleading to investors.

First Quarter 2026 Conference Call

The Company will host a conference call today at 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time to discuss its first quarter 2026 financial results. Participants may join the conference call by dialing 1-877-407-9716 (United States) or 1-201-493-6779 (International).

A live webcast of the conference call will also be available on the Company’s Investor Relations site at https://investor.xponential.com/. For those unable to participate in the conference call, a telephonic replay of the call will be available shortly after the completion of the call, until 11:59 p.m. ET on Thursday, May 21, 2026, by dialing 1-844-512-2921 (United States) or 1-412-317-6671 (International) and entering the replay pin number: 13759469.

About Xponential Fitness, Inc.

Xponential Fitness, Inc. (NYSE: XPOF) is one of the leading global franchisors of boutique health and wellness brands. Through its mission to deliver the talents, assets, and capabilities necessary for successful franchise growth, the Company operates a diversified platform of five brands spanning modalities including Pilates, barre, stretching, strength training and yoga. In partnership with its franchisees and master franchisees, Xponential offers energetic, accessible, and personalized workout experiences led by highly qualified instructors in studio locations throughout the U.S. and internationally, with franchise, master franchise and international expansion agreements in 49 U.S. states, Puerto Rico, and 28 additional countries. Xponential’s portfolio of brands includes Club Pilates, the largest Pilates brand in the United States; StretchLab, a concept offering one-on-one and group stretching services; YogaSix, the largest franchised yoga brand in the United States; Pure Barre, a total body workout that uses the ballet barre to perform small isometric movements, and the largest Barre brand in the United States; and BFT, a functional training and strength-based program. For more information, please visit the Company’s website at xponential.com.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe non-GAAP financial measures are useful in evaluating our operating performance. We use certain non-GAAP financial information, such as EBITDA, Adjusted EBITDA, adjusted net income (loss), and adjusted net earnings (loss) per share, which exclude certain non-operating or non-recurring items, including but not limited to, equity-based compensation expenses and related employer payroll taxes, acquisition and transaction expenses (income), litigation expenses, financial transaction fees and related expenses, tax receivable agreement remeasurement, impairment of goodwill and other assets, loss and expenses due to brand divestitures and wind down (excluding impairments), transformation initiative costs, and charges incurred in connection with our restructuring plan that we believe are not representative of our core business or future operating performance, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively with comparable GAAP financial measures, is helpful to investors because it provides consistency and comparability with past financial performance and provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. We seek to compensate such limitations by providing a detailed reconciliation for the non-GAAP financial measures to the most directly comparable financial measures stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures and not rely on any single financial measure to evaluate our business. For a reconciliation of non-GAAP to GAAP measures discussed in this release, please see the tables at the end of this press release.

Forward-Looking Statements

This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management’s judgment, beliefs, current trends, and anticipated financial performance. Forward-looking statements include, without limitation, statements relating to expected growth of our business; expected benefit of the changes in management; projected number of new studio openings; profitability; anticipated industry trends; projected financial and performance information such as system-wide sales and Adjusted EBITDA; and other statements under the section “2026 Outlook”; our competitive position in the boutique fitness and broader health and wellness industry; and ability to execute our business strategies and our strategic growth drivers. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to: franchisees’ ability to generate sufficient revenues; our ability to anticipate and satisfy consumer preferences; risks related to loss of reputation and brand awareness; our ability to manage changes in executive leadership; our ability to attract and retain key senior management and key employees; risks relating to expansion into international markets; macroeconomic conditions or economic downturns; geopolitical uncertainty, including, but not limited to, the impact of the presidential administration in the U.S. trade policies and tariffs and the ongoing conflicts in Europe and the Middle East; general economic conditions and industry trends; risks relating to our review of strategic alternatives, including that such review may not result in a transaction and could adversely affect our business, operations and stock price; and other risks as described in our filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the full year ended December 31, 2025, filed by Xponential with the SEC on March 4, 2026, and other periodic reports filed with the SEC. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today’s date, unless otherwise stated, and Xponential undertakes no duty to update such information, except as required under applicable law.

Xponential Fitness, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except per share amounts)

  March 31, December 31, 2026

2025

Assets Current assets: Cash, cash equivalents and restricted cash $

21,470

$

45,863

Accounts receivable, net 20,838

18,449

Inventories 2,504

2,222

Prepaid expenses and other current assets 26,167

24,151

Deferred costs, current portion 3,913

3,671

Notes receivable, net 96

290

Total current assets 74,988

94,646

Property and equipment, net 10,181

10,891

Right-of-use assets 12,797

13,736

Goodwill 127,789

127,789

Intangible assets, net 65,687

66,507

Deferred costs, net of current portion 23,864

24,860

Other assets 7,097

7,205

Total assets $

322,403

$

345,634

Liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) Current liabilities: Accounts payable $

18,086

$

26,282

Accrued expenses 41,827

51,202

Deferred revenue, current portion 20,743

19,324

Current portion of long-term debt 5,250

5,250

Other current liabilities 13,117

13,917

Total current liabilities 99,023

115,975

  Deferred revenue, net of current portion 68,137

69,567

Contingent consideration from acquisitions 7,122

10,309

Long-term debt, net of current portion, discount and issuance costs 499,999

500,500

Lease liabilities, net of current portion 13,101

14,243

Other liabilities 6,993

6,993

Total liabilities 694,375

717,587

Commitments and contingencies Redeemable convertible preferred stock, $0.0001 par value, 400 shares authorized, none issued and outstanding as of March 31, 2026 and December 31, 2025 —

—

Stockholders' equity (deficit): Undesignated preferred stock, $0.0001 par value, 4,600 shares authorized, none issued and outstanding as of March 31, 2026 and December 31, 2025 —

—

Class A common stock, $0.0001 par value, 500,000 shares authorized, 41,812 and 35,256 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 4

3

Class B common stock, $0.0001 par value, 500,000 shares authorized, 7,303 and 13,738 shares issued, and 7,228 and 13,663 shares outstanding as of March 31, 2026 and December 31, 2025, respectively —

1

Additional paid-in capital 443,635

489,732

Receivable from shareholder (17,016

)

(16,603

)

Accumulated deficit (741,245

)

(740,520

)

Treasury stock, at cost, 75 shares outstanding as of March 31, 2026 and December 31, 2025 (1,697

)

(1,697

)

Total stockholders' deficit attributable to Xponential Fitness, Inc. (316,319

)

(269,084

)

Noncontrolling interests (55,653

)

(102,869

)

Total stockholders' deficit (371,972

)

(371,953

)

Total liabilities, redeemable convertible preferred stock and stockholders' deficit $

322,403

$

345,634

  Xponential Fitness, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share amounts)

  Three Months Ended March 31, 2026

2025

Revenue, net: Franchise revenue $

41,154

$

43,894

Equipment revenue 4,351

11,104

Merchandise revenue 653

6,255

Franchise marketing fund revenue 8,712

9,269

Other service revenue 5,844

6,361

Total revenue, net 60,714

76,883

Operating costs and expenses: Costs of product revenue 3,630

11,972

Costs of franchise and service revenue 3,262

4,097

Selling, general and administrative expenses 30,040

45,545

Impairment of goodwill and other noncurrent assets —

1,915

Depreciation and amortization 2,252

2,956

Marketing fund expense 11,674

9,357

Acquisition and transaction income (3,187

)

(8,638

)

Total operating costs and expenses 47,671

67,204

Operating income 13,043

9,679

Other expense (income): Interest income (637

)

(619

)

Interest expense 14,494

11,388

Tax receivable agreement expense —

1,084

Total other expense 13,857

11,853

Loss before income taxes (814

)

(2,174

)

Income taxes 6

485

Net loss (820

)

(2,659

)

Less: net loss attributable to noncontrolling interests (95

)

(736

)

Net loss attributable to Xponential Fitness, Inc. $

(725

)

$

(1,923

)

  Net loss per share of Class A common stock: Basic $

(0.02

)

$

(0.10

)

Diluted $

(0.02

)

$

(0.10

)

Weighted average shares of Class A common stock outstanding: Basic 37,317

33,910

Diluted 37,317

33,910

  Xponential Fitness, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

  Three Months Ended March 31, 2026

2025

Cash flows from operating activities: Net loss $

(820

)

$

(2,659

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 2,252

2,956

Amortization and write off of debt issuance costs 78

50

Amortization and write off of discount on long-term debt 779

1,333

Change in contingent consideration from acquisitions (3,187

)

(8,638

)

Non-cash lease expense 939

1,137

Change in tax receivable agreement liability —

1,084

Bad debt expense 113

249

Equity-based compensation 1,984

3,281

Non-cash interest (474

)

(358

)

Gain on disposal of assets and lease terminations (354

)

—

Change in contingent consideration receivable from Lindora 114

—

Impairment of goodwill and other noncurrent assets —

1,915

Changes in assets and liabilities, net of effect of acquisition: Accounts receivable (2,003

)

(3,229

)

Inventories (282

)

1,696

Prepaid expenses and other current assets (2,303

)

(4,049

)

Operating lease liabilities (1,021

)

(1,034

)

Deferred costs 753

607

Notes receivable, net 1

—

Accounts payable (8,099

)

(245

)

Accrued expenses (9,875

)

15,299

Other current liabilities (569

)

(459

)

Deferred revenue (11

)

(4,480

)

Other assets 296

1,359

Other liabilities —

3

Net cash provided by (used in) operating activities (21,689

)

5,818

Cash flows from investing activities: Purchases of property and equipment (464

)

(465

)

Purchase of intangible assets (353

)

(399

)

Notes receivable issued —

(173

)

Notes receivable payments received 196

40

Net cash used in investing activities (621

)

(997

)

Cash flows from financing activities: Borrowings from long-term debt, net of original discount issue —

10,000

Payments on long-term debt (1,313

)

(1,374

)

Debt issuance costs —

(90

)

Payment of preferred stock dividend —

(1,792

)

Payments of contingent consideration —

(500

)

Payments for taxes related to net share settlement of restricted share units (632

)

(919

)

Payments for distributions to Pre-IPO LLC Members (138

)

(315

)

Net cash provided by (used in) financing activities (2,083

)

5,010

Increase (decrease) in cash, cash equivalents and restricted cash (24,393

)

9,831

Cash, cash equivalents and restricted cash, beginning of period 45,863

32,739

Cash, cash equivalents and restricted cash, end of period $

21,470

$

42,570

  Xponential Fitness, Inc.

Net Income (Loss) to GAAP EPS

(in thousands, except per share amounts)

  Three months ended March 31, 2026

2025

Numerator: Net loss attributable to XPO Inc. $

(820

)

$

(2,659

)

Less: net loss attributable to noncontrolling interests 95

1,304

Less: dividends on preferred shares —

(1,898

)

Net loss attributable to XPO Inc. - basic and diluted (725

)

(3,253

)

Denominator: Weighted average shares of Class A common stock outstanding - basic and diluted 37,317

33,910

  Net loss per share attributable to Class A common stock - basic $

(0.02

)

$

(0.10

)

Net loss per share attributable to Class A common stock - diluted $

(0.02

)

$

(0.10

)

  Anti-dilutive shares excluded from diluted loss per share of Class A common stock: Restricted stock units 2,499

1,718

Conversion of Class B common stock to Class A common stock 7,228

13,664

Convertible preferred stock —

8,112

Treasury share options 75

75

Rumble contingent shares 2,024

2,024

  Xponential Fitness, Inc.

Reconciliations of GAAP to Non-GAAP Measures

(in thousands, except per share amounts)

  Three Months Ended March 31, 2026

2025

Net loss $

(820

)

$

(2,659

)

Interest expense, net 13,857

10,769

Income taxes 6

485

Depreciation and amortization 2,252

2,956

EBITDA 15,295

11,551

Equity-based compensation 1,984

3,281

Employer payroll taxes related to equity-based compensation 44

115

Acquisition and transaction income (3,187

)

(8,638

)

Litigation expenses 4,040

16,189

Financial transaction fees and related expenses 189

303

TRA remeasurement —

1,084

Impairment of goodwill and other noncurrent assets —

1,915

Loss and expenses due to brand divestitures and wind down (excluding impairments) 960

81

Transformation initiative costs —

889

Restructuring and related charges (excluding impairments) 1,088

555

Adjusted EBITDA $

20,413

$

27,325

Three months ended March 31, 2026

2025

Net loss $

(820

)

$

(2,659

)

Acquisition and transaction income (3,187

)

(8,638

)

TRA remeasurement —

1,084

Impairment of goodwill and other noncurrent assets —

1,915

Loss and expenses due to brand divestitures and wind down (excluding impairments) 960

81

Restructuring and related charges (excluding impairments) 1,088

555

Adjusted net loss $

(1,959

)

$

(7,662

)

Adjusted net loss attributable to noncontrolling interest (467

)

(2,291

)

Adjusted net loss attributable to Xponential Fitness, Inc. (1,492

)

(5,371

)

Dividends on preferred shares —

(1,330

)

Adjusted loss per share - basic and diluted numerator $

(1,492

)

$

(6,701

)

  Adjusted net loss per share - basic and diluted $

(0.04

)

$

(0.20

)

Weighted average shares of Class A common stock outstanding - basic and diluted 37,317

33,910

    Shares excluded from adjusted diluted loss per share of Class A common stock Restricted stock units 2,499

1,718

Convertible preferred stock —

8,112

Conversion of Class B common stock to Class A common stock 7,228

13,664

Treasury share options 75

75

Rumble contingent shares 2,024

2,024

Note: The above adjusted net income (loss) per share is computed by dividing the adjusted net income (loss) attributable to holders of Class A common stock by the weighted average shares of Class A common stock outstanding during the period. Total share count does not include potential future shares vested upon achieving certain earn-out thresholds. Net income, however, continues to take into account the non-cash contingent liability primarily attributable to Rumble.

Footnotes

1. System-wide sales represent gross sales by all North America studios (which includes the United States, U.S. territories and Canada). System-wide sales include sales by franchisees that are not revenue realized by us in accordance with GAAP. While we do not record sales by franchisees as revenue, and such sales are not included in our consolidated financial statements, this operating metric relates to our revenue because we receive approximately 7% and 2% of the sales by franchisees as royalty revenue and marketing fund revenue, respectively. We believe that this operating measure aids in understanding how we derive our royalty revenue and marketing fund revenue and is important in evaluating our performance. System-wide sales growth is driven by new studio openings and increases in same store sales. Management reviews system-wide sales weekly, which enables us to assess changes in our franchise revenue, overall studio performance, the health of our brands and the strength of our market position relative to competitors.

2. Same store sales refer to period-over-period sales comparisons for the base of studios. We define the same store sales to include monthly sales for any traditional studio location in North America. If the studio has generated at least 13 months of consecutive positive sales and opened at least 13 calendar months ago as of any month within the measurement period, the respective comparable months will be included. We measure same store sales based solely upon monthly sales as derived through the designated point-of-sale system. This measure highlights the performance of existing studios, while excluding the impact of new studio openings. Management reviews same store sales to assess the health of the franchised studios.

3. AUV is calculated by dividing sales during the applicable period for all studios contributing to AUV by the number of studios contributing to AUV. All traditional studio locations in North America are included in the AUV calculation, so long as they meet certain time since opening and sales criteria (as defined immediately below). In particular, AUV (LTM as of period end) and Quarterly AUV (run rate) are calculated as follows:

AUV (LTM as of period end) consists of the average sales for the trailing 12 calendar months for all traditional studio locations in North America that opened at least 13 calendar months ago as of the measurement date and that have generated positive sales for each of the last 13 calendar months as of the measurement date. Quarterly AUV (run rate) consists of average quarterly sales for all traditional studio locations in North America that had opened at least six calendar months ago as of the beginning of the respective quarter, and that have non-zero sales in the respective quarter (including nominal or negative sales figures; the only figures excluded are exact $0 amounts in the quarter), multiplied by four. We measure sales for AUV based solely upon monthly sales as derived through the designated point-of-sale system. AUV is impacted by changes in same store sales, studio openings, and studio closures. Management reviews AUV to assess studio economics.

4. Adjusted net income (loss) is a non-GAAP financial measure that excludes certain amounts and is used to supplement net income (loss). Adjusted net income (loss) assumes that all net income (loss) is attributable to Xponential Fitness, Inc., which assumes the full exchange of all outstanding Class B common stock for shares of Class A common stock of Xponential Fitness, Inc., adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. Adjusted net income (loss) per share, diluted, is calculated by dividing adjusted net income (loss) by the total weighted-average shares of Class A common stock outstanding plus any dilutive securities and assuming the full conversion of all outstanding Class B common stock. Total share count does not include potential future shares vested upon achieving certain earn-out thresholds.

5. We define Adjusted EBITDA as EBITDA (net income/loss before interest, taxes, depreciation and amortization), adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include equity-based compensation and related employer payroll taxes, acquisition and transaction expenses (income) (including change in contingent consideration and transaction bonuses), litigation expenses (consisting of legal and related fees for specific proceedings that arise outside of the ordinary course of our business net of insurance reimbursements), fees for financial transactions, such as secondary public offering expenses for which we do not receive proceeds (including bonuses paid to executives related to completion of such transactions) and other contemplated corporate transactions, expense related to the remeasurement of our TRA obligation, expense related to loss on impairment or write down of goodwill and other noncurrent assets, loss and expenses related to brand divestitures and wind down (including expenses directly related to the divested or wound down brands for arrangements that existed prior to divestiture or wind down), transformation initiative costs (primarily consisting of third-party professional consulting fees related to modifications of our business strategy and cost saving initiatives), other income (consisting of royalties received from divested brands), and restructuring and related charges incurred in connection with our restructuring plan that we do not believe reflect our underlying business performance and affect comparability.

More News From Xponential Fitness, Inc.

Xponential Fitness (XPOF - Free Report) reported $60.71 million in revenue for the quarter ended March 2026, representing a year-over-year decline of 21%. EPS of -$0.04 for the same period compares to -$0.20 a year ago.

The reported revenue represents a surprise of -6.07% over the Zacks Consensus Estimate of $64.64 million. With the consensus EPS estimate being $0.11, the EPS surprise was -138.1%.

While investors scrutinize revenue and earnings changes year-over-year and how they compare with Wall Street expectations to determine their next move, some key metrics always offer a more accurate picture of a company's financial health.

As these metrics influence top- and bottom-line performance, comparing them to the year-ago numbers and what analysts estimated helps investors project a stock's price performance more accurately.

Here is how Xponential Fitness performed in the just reported quarter in terms of the metrics most widely monitored and projected by Wall Street analysts:

Same store sales: -6% versus the three-analyst average estimate of -3.7%.Revenue- Merchandise: $0.65 million versus $2.22 million estimated by four analysts on average. Compared to the year-ago quarter, this number represents a -89.6% change.Revenue- Franchise: $41.15 million versus $39.22 million estimated by four analysts on average. Compared to the year-ago quarter, this number represents a -6.2% change.Revenue- Franchise marketing fund: $8.71 million versus the four-analyst average estimate of $8.78 million. The reported number represents a year-over-year change of -6%.Revenue- Other service: $5.84 million compared to the $5.8 million average estimate based on three analysts. The reported number represents a change of -8.1% year over year.Revenue- Equipment: $4.35 million versus the three-analyst average estimate of $8.36 million. The reported number represents a year-over-year change of -60.8%.View all Key Company Metrics for Xponential Fitness here>>>

Shares of Xponential Fitness have returned -9.8% over the past month versus the Zacks S&P 500 composite's +11.4% change. The stock currently has a Zacks Rank #3 (Hold), indicating that it could perform in line with the broader market in the near term.

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Analyst’s Disclosure: I/we have a beneficial long position in the shares of XPOF either through stock ownership, options, or other derivatives. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from Seeking Alpha). I have no business relationship with any company whose stock is mentioned in this article.

Seeking Alpha's Disclosure: Past performance is no guarantee of future results. No recommendation or advice is being given as to whether any investment is suitable for a particular investor. Any views or opinions expressed above may not reflect those of Seeking Alpha as a whole. Seeking Alpha is not a licensed securities dealer, broker or US investment adviser or investment bank. Our analysts are third party authors that include both professional investors and individual investors who may not be licensed or certified by any institute or regulatory body.

Xponential Fitness, Inc. (NYSE: XPOF) (“Xponential” or the “Company”), one of the leading global franchisors of boutique health and wellness brands, announced today that its Board of Directors has appointed Danielle Porto Parra as President, effective immediately.

Danielle is a seasoned operational leader with over 20 years of experience building and scaling high-performing brands. She brings deep expertise across marketing, operations, product development, and digital, with a proven ability to drive profitable growth, enhance operating performance, and strengthen brand relevance.

Her leadership experience spans Fortune 100 companies, private equity-backed organizations, franchise systems, and entrepreneurial high-growth businesses. Most recently, Danielle served as President Chief Brand Officer of McAlister’s Deli. Prior to that, she led Marketing & Culinary Innovation at GoTo Foods, across seven brands including Cinnabon, Auntie Anne’s and Jamba. She also has held C-level and executive roles at Pep Boys, Build.com, Caesars Entertainment and Petco. Danielle earned business and advertising degrees from the University of Georgia.

“On behalf of the Board, I am excited to announce Danielle’s appointment as Xponential continues to execute against its strategic priorities,” said Mr. Nuzzo, Chief Executive Officer, Director of Xponential Fitness. “Danielle brings deep expertise across both franchised and company-operated models, with a proven track record of improving unit-level economics, aligning operators, and enhancing the customer experience. Her ability to combine strategic vision with operational discipline positions her well to help us continue to build a best-in-class partnership with our franchisees. The Board is confident in her leadership and strategic perspective, and I look forward to working closely with her as we advance our mission.”

“I'm honored to join Xponential and our franchisees in our mission to improve health and wellness in everyday life,” said Ms. Parra, President of Xponential Fitness. “At the core of my leadership approach is a commitment to driving long-term success for our franchisees, when they succeed, our brands and the communities we serve thrive alongside them.”

About Xponential Fitness, Inc.

Xponential Fitness, Inc. (NYSE: XPOF) is one of the leading global franchisors of boutique health and wellness brands. Through its mission to deliver the talents, assets, and capabilities necessary for successful franchise growth, the Company operates a diversified platform of five brands spanning modalities including Pilates, barre, stretching, strength training, and yoga. In partnership with its franchisees, and master franchisees, Xponential offers energetic, accessible, and personalized workout experiences led by highly qualified instructors in studio locations throughout the U.S. and internationally, with franchise, master franchise and international expansion agreements in 49 U.S. states, Puerto Rico, and 28 additional countries. Xponential’s portfolio of brands includes Club Pilates, the largest Pilates brand in the United States; StretchLab, a concept offering one-on-one and group stretching services; YogaSix, the largest franchised yoga brand in the United States; Pure Barre, a total body workout that uses the ballet barre to perform small isometric movements, and the largest barre brand in the United States; and BFT, a functional training and strength-based program. For more information, please visit the Company’s website at xponential.com.

Forward-Looking Statements

This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management’s judgment, beliefs, current trends, and anticipated financial performance. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to: franchisees’ ability to generate sufficient revenues; our ability to anticipate and satisfy consumer preferences; risks related to loss of reputation and brand awareness; our ability to manage changes in executive leadership; our ability to attract and retain key senior management and key employees; risks relating to expansion into international markets; macroeconomic conditions or economic downturns; geopolitical uncertainty, including the impact of the presidential administration in the U.S. trade policies and tariffs; general economic conditions and industry trends; and other risks as described in our SEC filings, including our Annual Report on Form 10-K for the full year ended December 31, 2025, and other periodic reports filed with the SEC. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today’s date, unless otherwise stated, and Xponential undertakes no duty to update such information, except as required under applicable law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260518647899/en/