Xponential Fitness, Inc.
For the period ended Dec 31, 2025. Filed Mar 4, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 4, 2026
XPOF$4.59-3.2%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a)(1) Financial Statements.
The financial statements required by this item are listed in Part II, Item 8 “Financial Statements and Supplementary Data” herein.
(a)(2) Financial Statement Schedules.
The financial statement schedules are omitted as they are either not applicable or the information required is presented in the financial statements or notes thereto.
(a)(3) Exhibits.
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
(b) The exhibits listed in the Exhibit Index attached hereto are filed as part of this Annual Report and incorporated herein by reference.
(c) Not applicable.
Exhibit Index
| ExhibitNo. | Exhibit Description | Form | File No. | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 3.1 | Amended and Restated Certificate of Incorporation of Xponential Fitness, Inc. | S-1/A | 333-257443 | 3.2 | 07/22/2021 |
| 3.2 | Amended and Restated Bylaws of Xponential Fitness, Inc. | S-1/A | 333-257443 | 3.4 | 07/16/2021 |
| 3.3 | Certificate of Designations of 6.50% Series A Convertible Preferred Stock of Xponential Fitness, Inc. | S-1/A | 333-257443 | 3.5 | 06/29/2021 |
| 3.4 | Certificate of Designations of 6.50% Series A-1 Convertible Preferred Stock of Xponential Fitness, Inc. | S-1/A | 333-257443 | 3.6 | 06/29/2021 |
| 4.1 | Specimen Class A Common Stock Certificate of Xponential Fitness, Inc. | S-1 | 333-257443 | 4.1 | 06/25/2021 |
| 4.2* | Description of Securities. | ||||
| 10.1 | Second Amended and Restated Limited Liability Company Operating Agreement of Xponential Intermediate Holdings, LLC. | S-1/A | 333-257443 | 10.12 | 06/29/2021 |
| 10.2 | Form of Indemnification Agreement between Xponential Fitness, Inc., Xponential Holdings, LLC and its directors and executive officers.+ | S-1 | 333-257443 | 10.26 | 06/25/2021 |
| 10.3 | Office Lease dated as of November 16, 2017 by and between Quintana Office Property LLC and Xponential Fitness LLC. | S-1 | 333-257443 | 10.1 | 06/25/2021 |
| 10.4 | Financing Agreement dated as of April 19, 2021 by and among Xponential Intermediate Holdings, LLC, as Parent, Xponential Fitness, LLC, each other subsidiary of Parent listed, as Borrowers and each other subsidiary of Parent listed as a Guarantor, as Guarantors, the lenders party thereto, as Lenders, and Wilmington Trust, National Association, as Collateral Agent and Administrative Agent. | S-1 | 333-257443 | 10.8 | 06/25/2021 |
| 10.5 | Tax Receivable Agreement among Xponential Fitness, Inc., Xponential Intermediate Holdings, LLC and the Persons named therein. | S-1/A | 333-257443 | 10.13 | 07/16/2021 |
| 10.6 | Xponential Fitness, Inc. Omnibus Incentive Plan.+ | S-8 | 333-258179 | 99.1 | 07/26/2021 |
| 10.7 | Xponential Fitness, Inc. Employee Stock Purchase Plan.+ | S-8 | 333-258179 | 99.2 | 07/26/2021 |
| 10.8 | Xponential Fitness, Inc. Omnibus Incentive Plan Form of Notice of RSU Award and Form RSU Agreement.+ | S-1/A | 333-257443 | 10.28 | 07/16/21 |
| 10.9 | Employment Agreement dated as of June 17, 2021 by and between Xponential Fitness, LLC and John Meloun.+ | S-1 | 333-257443 | 10.19 | 06/25/2021 |
| 10.10 | Securities Purchase Agreement dated as of June 25, 2021 by and among the Purchasers listed therein and Xponential Fitness, Inc. | S-1/A | 333-257443 | 10.27 | 06/29/2021 |
| ExhibitNo. | Exhibit Description | Form | File No. | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 10.11 | Amendment No. 1 to Second Amended and Restated Limited Liability Operating Company Agreement of Xponential Intermediate Holdings LLC dated December 20, 2021. | 10-Q | 001-40638 | 10.1 | 05/13/2022 |
| 10.12 | Third Amendment dated as of September 30, 2022 to Financing Agreement by and among Xponential Intermediate Holdings, LLC, as Parent, Xponential Fitness, LLC, each other subsidiary of Parent listed, as Borrowers and each other subsidiary of Parent listed as a Guarantor, as Guarantors, the lenders party thereto, as Lenders, and Wilmington Trust, National Association, as Collateral Agent and Administrative Agent. | 10-Q | 001-40638 | 10.1 | 11/10/2022 |
| 10.13 | Fourth Amendment, dated as of January 9, 2023, to the Credit Agreement, by and among the Company, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners. | 10-Q | 001-40638 | 10.1 | 03/06/2023 |
| 10.14 | Waiver, dated as of June 30, 2023, by and among the Company and the MSD entities, to the credit agreement by and among the Company, Wilmington Trust National association, as administrative agent, and the lenders party thereto, including certain entities affiliated with MSD Partners. | 10-Q | 001-40638 | 10.2 | 08/7/2023 |
| 10.15 | Waiver, dated as of June 30, 2023, by and among the Company and DE Shaw, to the credit agreement by and among the Company, Wilmington Trust National association, as administrative agent, and the lenders party thereto, including certain entities affiliated with MSD Partners. | 10-Q | 001-40638 | 10.3 | 08/7/2023 |
| 10.16 | Fifth Amendment, dated as of August 3, 2023, to the Credit Agreement, by and among the Company, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners. | 10-Q | 001-40638 | 10.1 | 11/8/2023 |
| 10.17 | Employment Agreement dated as of October 9, 2023 by and between Xponential Fitness, LLC and Andrew Hagopian. + | 10-K | 001-40638 | 10.27 | 03/04/2024 |
| 10.18 | Sixth Amendment, dated as of February 13, 2024, to the Credit Agreement, by and among the Company, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners. | 10-Q | 001-40638 | 10.1 | 05/06/2024 |
| 10.19 | Employment Agreement dated June 17, 2024, by and between Xponential Fitness, LLC and Mark King. + | 8-K | 001-40638 | 10.1 | 06/17/2024 |
| 10.20 | Non-Employee Director Compensation Policy, dated July 1, 2024.+ | 10-Q | 001-40638 | 10.2 | 08/05/2024 |
| 10.21 | Seventh Amendment, dated as of August 23, 2024, to the Credit Agreement, by and among the Company, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners. | 10-Q | 001-40638 | 10.1 | 11/12/2024 |
| 10.22 | Eighth Amendment, dated as of March 14, 2025, to the Credit Agreement, by and among the Company, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners. | 10-Q | 001-40638 | 10.1 | 05/09/2025 |
| 10.23 | Ninth Amendment, dated as of July 24, 2025, to the Credit Agreement, by and among the Company, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners. | 10-Q | 001-40638 | 10.2 | 11/10/2025 |
| 10.24 | Employment Agreement dated January 13, 2025, between Xponential Fitness, LLC and John Kawaja. + | 8-K | 001-40638 | 10.1 | 01/17/2025 |
| ExhibitNo. | Exhibit Description | Form | File No. | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 10.25 | Employment Agreement dated January 13, 2025, between Xponential Fitness, LLC and Tim Weiderhoft. + | 8-K | 001-40638 | 10.2 | 01/17/2025 |
| 10.26 | Joinder Agreement to the Tax Receivable Agreement, dated as of November 15, 2024, by and among Xponential Fitness, Inc. and Parallaxes Xenon, LLC. | 10-K | 001-40638 | 10.31 | 03/14/2025 |
| 10.27 | Waiver, dated as of March 10, 2025, by and among the Company, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners. | 10-K | 001-40638 | 10.32 | 03/14/2025 |
| 10.28* | Joinder Agreement to the Tax Receivable Agreement, dated as of July 30, 2025, by and among Xponential Fitness, Inc. and Parallaxes Xenon II, LLC. | ||||
| 10.29 | Retail Supply Agreement dated July 3, 2025, between the Company and Fit Commerce.†& | 8-K | 001-40638 | 10.1 | 07/10/2025 |
| 10.30 | Employment Agreement dated July 30, 2025 between the Company and Michael Nuzzo.+ | 8-K | 001-40638 | 10.1 | 08/07/2025 |
| 10.31* | Xponential Fitness, Inc. Omnibus Incentive Plan Notice of RSU Award for Michael Nuzzo dated August 21, 2025.+ | ||||
| 10.32 | Credit Agreement, dated as of December 8, 2025, by and among Xponential Fitness, LLC, the lenders party thereto from time to time and HPS Investment Partners, as administrative agent and collateral agent. & | 8-K | 001-40638 | 10.1 | 12/08/2025 |
| 10.33* | Xponential Fitness, Inc. Omnibus Incentive Plan Form of RSU Deferral Election Form (for non-employee directors).+ | ||||
| 10.34* | Xponential Fitness, Inc. Omnibus Incentive Plan Form of Notice of Performance-Based Restricted Stock Unit Award (“PSU”) and Form of PSU Agreement.+ | ||||
| 19.1 | Xponential Fitness, Inc.'s Statement of Policy Concerning Trading in Company Securities. | 10-K | 001-40638 | 19.1 | 03/14/2025 |
| 21.1* | Subsidiaries of Registrant. | ||||
| 23.1* | Consent of Deloitte & Touche LLP | ||||
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97 | Policy Regarding the Recoupment of Certain Compensation Payments, dated October 26, 2023. | 10-K | 001-40638 | 97 | 03/04/2024 |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
- Filed herewith.
** Furnished herewith.
- Denotes management contract or compensatory plan, contract or arrangement.
† Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
& Certain exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to
furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.