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Xponential Fitness, Inc. Announces Adoption of Limited-Duration Stockholder Rights Plan

XPOF
  • Xponential Fitness, Inc. announced that its Board adopted a limited-duration stockholder rights plan to maximize stockholder value & protect against significant equity accumulation.
  • The ongoing review of strategic alternatives is led by independent directors with Jefferies serving as the financial advisor.
  • The Rights Plan became effective immediately & issues one right per Class A share held as of the close of business on October 22, 2026.
  • Rights generally become exercisable if an acquiring person or group obtains beneficial ownership of 19.9% or more of the Company's Class A shares.
  • If triggered, non-acquiring right holders may purchase Class A shares with a market value twice the exercise price, while the acquiring person's rights become void.
  • Investors holding 19.9% or more at the time of the announcement are "grandfathered" & exempt from the plan unless they acquire additional shares or derivatives after the announcement.
  • Rights are redeemable for $0.001 per right at any time before exercisability & will expire on October 11, 2027, if not redeemed earlier.
  • Details of the Rights Plan will be filed with the SEC & will be available on the SEC's website & Xponential's website.
  • Xponential Fitness operates five boutique health brands including Club Pilates, Stretchlab, YogaSix, Pure Barre, & BFT across 49 U.S. states, Puerto Rico, & 29 countries.