Every material Form 8-K Xponential Fitness, Inc. has filed with the SEC since September 08, 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Xponential Fitness reported third quarter 2026 revenue of $62.3 million, down 21% from a year earlier, and adjusted EBITDA of $24.3 million, down 27%. The company cut its net new studio openings outlook to 124 to 130 from about 150 and narrowed its adjusted EBITDA range to $91.0 million to $94.0 million from $91.0 million to $97.0 million, which lowers the top end, while the Board continues a strategic review that may include a sale of the company.
Q3 2026 revenue was $62.3 million versus $78.8 million; net income was $4.9 million, or $0.10 per basic share, compared with a net loss of $6.7 million a year earlier.
Adjusted EBITDA was $24.3 million versus $33.5 million; North America same store sales decreased 7.5%.
2026 net new studio openings outlook is 124 to 130, versus previous guidance of approximately 150.
2026 adjusted EBITDA outlook narrowed to $91.0 million to $94.0 million from $91.0 million to $97.0 million; the strategic review, announced in April and supported by Jefferies, may result in a sale of the company.
Xponential Fitness's board adopted a limited-duration stockholder rights plan that becomes exercisable if a person or group acquires 19.9% or more of Class A shares. The company said the plan aims to prevent a large accumulation of shares that could hurt trading, and that it will not block an acquisition but encourages bidders to negotiate with the board first. The board's strategic alternatives review, with Jefferies as financial advisor, remains ongoing.
Rights are issued to holders of record as of October 22, 2026, and expire October 11, 2027 unless redeemed earlier.
Rights become exercisable only if a person or group acquires 19.9% or more of outstanding shares; exercise price is $15.00 per Unit.
The company may redeem the rights for $0.001 per right before they become exercisable.
The filing says the strategic alternatives review led by independent directors remains ongoing, with Jefferies as financial advisor.
Xponential Fitness appointed Jennifer Ryu as Chief Financial Officer, effective October 19, 2026, succeeding Robert Julian, who has been interim CFO since March 2026. The filing also notes the Board has initiated a review of strategic alternatives to maximize shareholder value, which is ongoing and led by independent directors with Jefferies as financial advisor.
Ryu has been Executive Vice President and CFO of Resources Connection Inc. since 2019
Offer letter sets base salary at $550,000, a 60% target bonus, and a $150,000 sign-on bonus
Ryu's new hire and annual grants total $1.7 million, split 50% restricted stock units and 50% performance share units
Robert Julian will remain a consultant to the Company to ensure a smooth transition
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