Xponential Fitness Inc-A 2024年度报告

Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.YES☐NO☒Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filer☐Non-accelerated filer☐Emerging growth company☒ Accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☒Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☒ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ The aggregate market value of the Registrant’s Class A Common Stock held by non-affiliates, computed by reference to the last reported sale price of the Class Acommon stock as reported on the New York Stock Exchange on June 28, 2024, the last business day of the Registrant’s most recently completed second fiscalquarter, was approximately $389.0million.The number of shares (in thousands) of Registrant’s Class A Common Stock and Class B Common Stock outstanding as of March 6, 2025 was33,745and14,739 DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement relating to its 2025 annual meeting of stockholders, to be filed with the Securities and Exchange Commissionwithin 120 days after the end of the fiscal year to which this report relates, are incorporated by reference into Part III of this Annual Report on Form 10-K whereindicated. Table of Contents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities63Item 6.[Reserved]63Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations64Item 7A.Quantitative and Qualitative Disclosures About Market Risk89Item 8.Financial Statements and Supplementary Data90Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure142Item 9A.Controls and Procedures142Item 9B.Other Information144Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections144 PART III Item 10.Directors, Executive Officers and Corporate Governance145Item 11.Executive Compensation145Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters145Item 13.Certain Relationships and Related Transactions, and Director Independence145Item 14.Principal Accounting Fees and Services145 PART IV Item 15.Exhibits, Financial Statement Schedules146Item 16.Form 10-K Summary148Signatures149 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the SecuritiesAct of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”). Such forward-looking statements reflect, among other things, our current