SCHEDULE 13G/A: MSD Partners and Affiliates Disclose Significant Stake in Xponential Fitness, Inc.

MSD Partners, along with its affiliated funds and co-CEOs Gregg R. Lemkau and Byron D. Trott, have filed an amended Schedule 13G disclosing their beneficial ownership of Xponential Fitness, Inc. Class A Common Stock, with MSD Partners holding 9.99% of the class.

Summary

• MSD Partners, L.P. reported beneficial ownership of 3,692,660 shares of Xponential Fitness, Inc. Class A Common Stock, representing 9.99% of the class.
• The filing is an Amendment No. 3 to Schedule 13G, with the event date requiring filing being March 31, 2025.
• The beneficial ownership includes both Class A Common Stock shares directly held and shares convertible from Series A-1 Convertible Preferred Stock, subject to a 9.99% conversion limitation.
• Gregg R. Lemkau, co-CEO of BDT & MSD, reported beneficial ownership of 1,396,116 shares, representing 3.9% of the class.
• Byron D. Trott, co-CEO and Chairman of BDT & MSD, reported beneficial ownership of 2,296,544 shares, representing 6.4% of the class.
• The percentages are calculated based on 34,926,000 shares of Class A Common Stock outstanding as of April 30, 2025, as reported in the Issuer's Form 10-Q filed on May 9, 2025.
• All reported shares are held with shared voting power and shared dispositive power; no reporting person holds sole voting or dispositive power.
• The Reporting Persons certified that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would significantly alter the sentiment towards the company's operational or financial performance.

Positives

• The disclosure of a significant beneficial ownership stake by MSD Partners, a reputable investment firm, could be interpreted by the market as a positive signal of confidence in Xponential Fitness, Inc.

Risks

• The filing explicitly states that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, mitigating potential risks associated with activist investor intervention.

Future Outlook

NA

Industry Context

NA

Key Dates

Keywords

Xponential Fitness, MSD Partners, Beneficial Ownership, Schedule 13G, SEC Filing, Class A Common Stock, Institutional Investment, BDT & MSD