Xponential Fitness Inc-A 2026年季度报告

OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission File Number: 001-40638 Xponential Fitness, Inc. (Exact Name of Registrant as Specified in its Charter) Registrant’s telephone number, including area code: (949) 346-3000 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod 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, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☐Emerging growth company☒ Accelerated filer Smaller reporting company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The number of outstanding shares (in thousands) of the registrant’s Class A common stock and Class B common stock as ofApril 30, 2026 was 41,877 and 7,298 shares, respectively. Table of Contents PART I.FINANCIAL INFORMATIONItem 1.Financial Statements (Unaudited)Condensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Changes to Stockholders' Equity (Deficit)Condensed Consolidated Statements of Cash FlowsNotes to Condensed Consolidated Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and ProceduresPART II.OTHER INFORMATIONItem 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSignatures Xponential Fitness, Inc.Condensed Consolidated Balance Sheets(Unaudited)(amounts in thousands, except per share amounts) Xponential Fitness, Inc. Condensed Consolidated Statements of Operations(Unaudited)(amounts in thousands, except per share amounts) Xponential Fitness, Inc. Condensed Consolidated Statements of Changes to Stockholders' Equity (Deficit)(Unaudited)(amounts in thousands) Xponential Fitness, Inc. Condensed Consolidated Statements of Changes to Stockholders' Equity (Deficit)(Unaudited)(amounts in thousands) See accompanying notes to condensed consolidated financial statements. Xponential Fitness, Inc. Condensed Consolidated Statements of Cash Flows(Unaudited)(amounts in thousands) Xponential Fitness, Inc. Condensed Consolidated Statements of Cash Flows(Unaudited)(amounts in thousands) Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements(Unaudited)(amounts in thousands, except per share amounts) Note 1 – Nature of Business and Operations Xponential Fitness, Inc. (“XPO Inc.”), and together with its subsidiaries, (the “Company” or “we,” “us,” and “our”), wasformed as a Delaware corporation on January 14, 2020 for the purpose of facilitating an initial public offering (“IPO”) and enteredinto a series of transactions to implement an internal reorganization. Pursuant to a reorganization into a holding company structure,the Company is a holding company with its principal asset being an ownership interest in Xponential Fitness LLC (“XPO LLC”)through its ownership interest in Xponential Intermediate Holdings, LLC (“XPO Holdings”). XPO LLC was formed on August 11, 2017 as a Delaware limited liability company for the sole purpose of franchising fitnessbrands, through its subsidiaries, in several verticals within the boutique fitness industry. XPO LLC is a wholly owned subsidiary ofXPO Holdings, which was formed on February 24, 2020, and prior to the IPO, ultimately, H&W Franchise Holdings, LLC (the“Parent”). Prior to the formation of XPO Holdings, the Company was a wholly owned subsidiary of H&W Franchise IntermediateHoldings, LLC (the “Member”). In connection with the IPO, XPO I