SCHEDULE 13G/A: D. E. Shaw & Co. Discloses 9.6% Passive Stake in Xponential Fitness, Inc.
Beneficial Ownership Update
D. E. Shaw & Co. and its affiliated entities have filed an amended Schedule 13G, reporting a 9.6% beneficial ownership stake in Xponential Fitness, Inc. as of December 31, 2024.
Summary
- D. E. Shaw & Co., L.P., D. E. Shaw & Co., L.L.C., and David E. Shaw collectively reported beneficial ownership of 3,276,973 shares of Xponential Fitness, Inc. Class A Common Stock, representing 9.6% of the class.
- D. E. Shaw Adviser, L.L.C., D. E. Shaw Manager, L.L.C., and DESALKIV Portfolios, L.L.C. each reported beneficial ownership of 1,811,960 shares, representing 5.3% of the class.
- The reported percentages are based on a total of 34,098,960 shares of Class A Common Stock outstanding, which includes 32,287,000 shares outstanding as of November 1, 2024, and 1,811,960 shares issuable from convertible preferred securities.
- The ownership includes 1,811,960 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities and 1,465,013 shares held by D. E. Shaw Galvanic Portfolios, L.L.C.
- All reporting persons disclaim any sole voting or dispositive power, indicating shared control over the reported shares.
- The securities were not acquired for the purpose of changing or influencing control of Xponential Fitness, Inc., other than activities solely related to a nomination under Rule 14a-11.
Sentiment
Score: 5
Explanation: The document is a standard regulatory disclosure of beneficial ownership, indicating a passive investment. It contains no positive or negative news about the issuer's performance or operations, thus maintaining a neutral sentiment.
Future Outlook
NA
Management Comments
- "The securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11."
- David E. Shaw disclaims beneficial ownership of the 3,276,973 shares, despite being deemed a beneficial owner due to his positions within the D. E. Shaw structure.
Industry Context
This filing indicates a significant passive investment by a major investment firm in Xponential Fitness, Inc., a company operating in the fitness industry. It reflects D. E. Shaw's investment strategy rather than broader industry trends.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| President of D. E. Shaw & Co., Inc. and D. E. Shaw & Co. II, Inc. | NA | NA | August 1, 2024 | Replacement of previous Power of Attorney granted on March 1, 2017, with a new one, appointing specific individuals as agents and attorneys-in-fact for regulatory filings. This is an internal D. E. Shaw administrative change, not a change in Xponential Fitness management. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Update | David E. Shaw, as President of D. E. Shaw & Co., Inc. and D. E. Shaw & Co. II, Inc., updated the Power of Attorney, appointing several employees as agents and attorneys-in-fact for executing and filing regulatory documents, including SEC filings like Schedules 13D and 13G. | August 1, 2024 | Enhances efficiency and compliance for D. E. Shaw's regulatory reporting by formalizing who can sign and file documents on behalf of David E. Shaw and the entities he controls. |
| Joint Filing Agreement | All reporting persons (D. E. Shaw & Co., L.P., D. E. Shaw & Co., L.L.C., D. E. Shaw Adviser, L.L.C., D. E. Shaw Manager, L.L.C., DESALKIV Portfolios, L.L.C., and David E. Shaw) entered into a Joint Filing Agreement for the Schedule 13G. | February 14, 2025 | Streamlines the filing process for multiple affiliated entities reporting beneficial ownership of the same securities, ensuring compliance with SEC rules for group filings. |
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant passive ownership stake by a prominent investment firm, D. E. Shaw & Co., which could be viewed positively as a vote of confidence or simply as a disclosure of a large institutional holder.
Key Dates
| Date | Description |
|---|---|
| March 1, 2017 | Date of previous Power of Attorney granted by David E. Shaw, which is now cancelled. |
| August 1, 2024 | Effective date of new Power of Attorney granted by David E. Shaw. |
| November 1, 2024 | Date as of which 32,287,000 shares of Class A Common Stock were outstanding, as reported in the Issuer's Form 10-Q/A. |
| November 26, 2024 | Date the Issuer's Form 10-Q/A was filed with the SEC. |
| December 31, 2024 | Date of event which requires filing of this statement (reporting period end). |
| February 14, 2025 | Date of signing of the Schedule 13G/A and the Joint Filing Agreement. |
Keywords
Xponential Fitness, D. E. Shaw & Co., Schedule 13G/A, Beneficial Ownership, Class A Common Stock, Investment Management, SEC Filing, Passive Investment, Fitness Industry
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