Xponential Fitness Adopts Stockholder Rights Plan Following Significant Equity Accumulation

Aditi Sarkar

02 November 2026 10:39 PM AEDT

Xponential Fitness Adopts Stockholder Rights Plan Following Significant Equity Accumulation

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Highlights

The board adopted a one-year stockholder rights plan on 12 October 2026 with a 19.9% beneficial ownership trigger.
Jennifer Ryu became chief financial officer on 19 October 2026, succeeding interim chief financial officer Robert Julian.
Second-quarter 2026 Revenue fell 13% to US$66.0 million, while North America same-store sales declined 6.8% year on year.
Management lowered 2026 adjusted EBITDA guidance to US$91.0 million to US$97.0 million from US$100.0 million to US$110.0 million.

Xponential Fitness, Inc. (NYSE:XPOF) has adopted a stockholder rights plan in response to what its board described as a recent significant accumulation of company Equity interests, adding a new layer of protection while a review of strategic alternatives remains under way.

The boutique fitness franchisor, whose brands include Club Pilates, Pure Barre, YogaSix, Stretchlab and BFT, announced the plan on 12 October 2026. The board did not name any specific holder or unsolicited offer.

How the Rights Plan Works

The board unanimously approved the plan to stop any single investor from building a stake large enough to harm market activity in the Class A stock. The company said the plan is not intended to block a Takeover but is designed to encourage any potential acquirer to negotiate with the board first.

One right was distributed for each Class A share held at the close of Business on 22 October 2026. The rights become exercisable if a person or group acquires beneficial ownership of 19.9% or more of the Class A stock, with derivative positions counted toward that threshold. Holders already at or above 19.9% are initially exempt for their existing positions.

Each right carries an exercise price of US$15.00 for one one-thousandth of a share of new Series B preferred stock. The plan expires on 11 October 2027 unless the rights are redeemed, exchanged or terminated earlier.

Strategic Review Continues as New CFO Arrives

The independent directors are leading the review of strategic alternatives, with Jefferies acting as financial adviser. Second-quarter results included US$1.6 million of financial transaction fees, and the company has cautioned that the review may not produce a transaction.

Jennifer Ryu took over as chief financial officer on 19 October 2026. She previously served as executive vice president and chief financial officer of Resources Connection Inc. since 2019. Robert Julian, interim chief financial officer since March 2026, remains a consultant to support the transition.

Second-Quarter Results and Revised 2026 Targets

For Q2 2026, total revenue declined 13% to US$66.0 million, with Franchise revenue down 3% to US$44.0 million and equipment revenue down 26%. North America system-wide sales were flat at US$437.3 million, and same-store sales fell 6.8%. The company opened 67 gross new studios and sold 53 franchise licenses.

The net loss was US$4.8 million, or US$0.10 per basic share, while adjusted EBITDA fell 22% to US$21.9 million. Selling, general and administrative expenses rose 33%, mainly on higher legal costs. Cash, cash equivalents and restricted cash were about US$25.0 million on 30 June 2026, against long-term Debt of US$522.4 million.

Management now expects about 150 net new studio openings in 2026, North America system-wide sales of US$1.70 billion to US$1.75 billion and revenue of US$250.0 million to US$260.0 million. Third-quarter results timing had not been announced as of 2 November 2026.

FAQs

Q: What triggers Xponential Fitness's rights plan?

A: The rights become exercisable if a person or group acquires beneficial ownership of 19.9% or more of the Class A common stock.

Q: When does the rights plan expire?

A: The plan is scheduled to expire on 11 October 2027 unless the rights are redeemed, exchanged or terminated earlier.

Q: Who is Xponential Fitness's new chief financial officer?

A: Jennifer Ryu, formerly chief financial officer of Resources Connection Inc., took the role on 19 October 2026.

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