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Xponential Fitness, Inc. (XPOF) Form 8-K — Oct 13, 2026

$XPOFForm 8-KItems 1.01, 3.03, 5.03, 7.01, 9.01Filed Oct 13, 2026, 7:11 AM ET0001193125-26-419697Original filing

On October 11, 2026, Xponential Fitness's board approved a Stockholder Rights Agreement dated October 12, 2026, with Computershare Trust Company, N.A. as rights agent, declaring a dividend of one Right per share of Class A common stock to holders of record on October 22, 2026. The Rights become exercisable only if a person or group acquires 19.9% or more of the common stock (a Flip-in Event), at an exercise price of $15.00 per unit of Series B Preferred Stock. The Rights expire on October 11, 2027 and are redeemable by the board for $0.001 per Right.

Key figures

Trigger threshold
19.9%
Liquidation preference
$1,000 per share
Exercise price per unit
$15.00
Votes per preferred share
1000
Redemption price per right
$0.001
Series b preferred authorized
1000000
Preferred dividend floor quarterly
$10.00 per share

AI analysis

Red flags3 · Pro

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AI-generated analysis of a public disclosure. Not investment advice; verify against the original document.