SCHEDULE: D. E. Shaw & Co. Maintains 8.9% Stake in Xponential Fitness

D. E. Shaw & Co. and its affiliates disclosed an 8.9% beneficial ownership stake in Xponential Fitness, Inc. Class A Common Stock.

Summary

• D. E. Shaw & Co., L.P., along with several affiliated entities and David E. Shaw, collectively reported beneficial ownership of 3,276,973 shares of Xponential Fitness, Inc. Class A Common Stock.
• This ownership represents 8.9% of the total Class A Common Stock outstanding.
• The calculation of the percentage is based on 36,908,960 shares of Class A Common Stock outstanding, which includes 35,097,000 shares as of July 31, 2025, and an additional 1,811,960 shares issuable upon conversion of convertible preferred securities.
• The beneficial ownership comprises 1,811,960 shares that D. E. Shaw Galvanic Portfolios, L.L.C. has the right to acquire through convertible preferred securities and 1,465,013 shares held directly by D. E. Shaw Galvanic Portfolios, L.L.C.
• D. E. Shaw Adviser, L.L.C., D. E. Shaw Manager, L.L.C., and DESALKIV Portfolios, L.L.C. ceased to be beneficial owners of more than five percent of the class of securities since the previous filing on February 14, 2025.

Sentiment

Score: 6

Explanation: The filing indicates a significant, stable institutional ownership stake, which is generally a neutral to slightly positive signal for investors, suggesting continued confidence from a major holder. The reduction in ownership below 5% for some D. E. Shaw entities is noted but does not detract from the overall significant stake maintained by the core group.

Positives

• A significant institutional investor, D. E. Shaw & Co., maintains a substantial 8.9% stake, indicating continued interest in Xponential Fitness.

Negatives

• No specific negative financial or operational information is disclosed in this ownership filing.

Risks

• This filing is a disclosure of beneficial ownership and does not detail specific risks related to Xponential Fitness's operations or financial health.

Future Outlook

This Schedule 13G filing is a disclosure of beneficial ownership and does not contain any forward-looking statements or guidance from Xponential Fitness, Inc. or the reporting persons regarding the issuer's future performance.

Management Comments

• Daniel R. Marcus, Chief Compliance Officer for D. E. Shaw & Co., L.P. and D. E. Shaw Adviser II, L.L.C., and Authorized Signatory for other D. E. Shaw entities, certified that the securities were not acquired or held for the purpose of changing or influencing control of the issuer, nor in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

This filing reflects an institutional investor's continued significant stake in Xponential Fitness, a company operating in the fitness and wellness industry. It does not provide broader industry trends or competitive analysis.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional holder's stake, which can influence market perception and trading activity. The continued substantial ownership by D. E. Shaw & Co. may be viewed positively by other investors.

Key Dates

Recommendation

The filing is a routine disclosure of beneficial ownership by a major institutional investor. While D. E. Shaw & Co. maintains a significant stake, which can be seen as a vote of confidence, the filing itself does not contain new financial performance data, strategic shifts, or other information that would fundamentally alter the investment thesis for Xponential Fitness. It primarily confirms an existing substantial position. Therefore, a 'hold' recommendation is appropriate, as there's no new information to warrant a change in an investor's current position based solely on this filing.

Keywords

Xponential Fitness, D. E. Shaw & Co., Beneficial Ownership, Class A Common Stock, SEC Filing, Investment Management, Institutional Investor, Fitness Industry